Article 531
A creditor may reject the debtor’s partial performance of the obligation, unless the partial performance is not detrimental to the interests of the creditor.
Any additional expenses incurred to the creditor due to the debtor’s partial performance of the obligation shall be borne by the debtor.
第五百三十一条 债权人可以拒绝债务人部分履行债务,但是部分履行不损害债权人利益的除外。
债务人部分履行债务给债权人增加的费用,由债务人负担。
Article 532
After a contract becomes effective, any party shall not fail to perform its contractual obligations on the ground that either party’s name or entity name, legal representative, the responsible person, or the person handling the contract has been changed.
第五百三十二条 合同生效后,当事人不得因姓名、名称的变更或者法定代表人、负责人、承办人的变动而不履行合同义务。
Article 533
After a contract is formed, where a fundamental condition upon which the contract is concluded is significantly changed which are unforeseeable by the parties upon conclusion of the contract and which is not one of the commercial risks, if continuing performance of the contract is obviously unfair to one of the parties, the party that is adversely affected may re-negotiate with the other party; where such an agreement cannot be reached within a reasonable period of time, the parties may request the people’s court or an arbitration institution to rectify or rescind the contract.
The people’s court or an arbitration institution shall rectify or rescind the contract in compliance with the principle of fairness, taking into account the actual circumstances of the case.
第五百三十三条 合同成立后,合同的基础条件发生了当事人在订立合同时无法预见的、不属于商业风险的重大变化,继续履行合同对于当事人一方明显不公平的,受不利影响的当事人可以与对方重新协商;在合理期限内协商不成的,当事人可以请求人民法院或者仲裁机构变更或者解除合同。
人民法院或者仲裁机构应当结合案件的实际情况,根据公平原则变更或者解除合同。
Article 534
Where the parties take advantage of the contract to commit an act that endangers the State’s interests and public interests, the market regulatory authority and other relevant administrative authorities shall be responsible for supervising and handling it in accordance with the provisions of laws and administrative regulations.
第五百三十四条 对当事人利用合同实施危害国家利益、社会公共利益行为的,市场监督管理和其他有关行政主管部门依照法律、行政法规的规定负责监督处理。
Chapter V Preservation of Contracts
第五章 合同的保全
Article 535
Where a debtor’s right against a counterparty, or an accessory right related thereto, has not been claimed against the counterparty owing to the debtor’s indolence, and the enforcement of the creditor’s due claim is thus adversely affected, the creditor may request the people's court to allow him to exercise by subrogation the debtor's claim against the counterparty of the debtor in his own name, unless such claim belongs exclusively to the debtor himself.
The scope of the right of subrogation is limited to the creditor's due claim. The necessary expenses for the creditor to exercise the right of subrogation shall be borne by the debtor.
The counterparty’s defenses against the debtor may be asserted against the creditor.
第五百三十五条 因债务人怠于行使其债权或者与该债权有关的从权利,影响债权人的到期债权实现的,债权人可以向人民法院请求以自己的名义代位行使债务人对相对人的权利,但是该权利专属于债务人自身的除外。
代位权的行使范围以债权人的到期债权为限。债权人行使代位权的必要费用,由债务人负担。
相对人对债务人的抗辩,可以向债权人主张。
Article 536
Prior to the due date of the creditor’s claim, where there exists a circumstance under which the limitation period for the debtor’s principal claim or an accessory claim related thereto is to expire, or the debtor fails to timely declare his claim in a bankruptcy proceeding, and the enforcement of the creditor’s claim is thus adversely affected, the creditor may, by subrogation, request the counterparty of the debtor to perform his obligation to the debtor, declare the debtor’s claim to the bankruptcy administrator, or take other necessary acts.
第五百三十六条 债权人的债权到期前,债务人的债权或者与该债权有关的从权利存在诉讼时效期间即将届满或者未及时申报破产债权等情形,影响债权人的债权实现的,债权人可以代位向债务人的相对人请求其向债务人履行、向破产管理人申报或者作出其他必要的行为。
Article 537
Where the people’s court determines that the right of subrogation has been established, the counterparty of the debtor shall perform the obligation to the creditor. After the performance is accepted by the creditor, the corresponding rights and obligations between the creditor and the debtor, and those between the debtor and the counterparty, are terminated. Where the debtor’s claim or an accessory claim related thereto against the counterparty is subject to preservation or enforcement measures, or where the debtor becomes bankrupt, it shall be dealt with in accordance with the provisions of the relevant laws.
第五百三十七条 人民法院认定代位权成立的,由债务人的相对人向债权人履行义务,债权人接受履行后,债权人与债务人、债务人与相对人之间相应的权利义务终止。债务人对相对人的债权或者与该债权有关的从权利被采取保全、执行措施,或者债务人破产的,依照相关法律的规定处理。

The parties may rescind the contract under any of the following circumstances:
(1) the purpose of a contract is not able to be achieved due to force majeure;
(2) prior to expiration of the period of performance, one of the parties explicitly expresses or indicates by his act that he will not perform the principal obligation;
(3) one of the parties delays his performance of the principal obligation and still fails to perform it within a reasonable period of time after being demanded;
(4) one of the parties delays his performance of the obligation or has otherwise acted in breach of the contract, thus makes it impossible for the purpose of the contract to be achieved; or
(5) any other circumstance as provided by law.
For a contract under which the debtor is required to continuously perform an obligation for an indefinite period of time, the parties thereto may rescind the contract at any time, provided that the other party shall be notified within a reasonable period of time.
第五百六十三条 有下列情形之一的,当事人可以解除合同:
(一)因不可抗力致使不能实现合同目的;
(二)在履行期限届满前,当事人一方明确表示或者以自己的行为表明不履行主要债务;
(三)当事人一方迟延履行主要债务,经催告后在合理期限内仍未履行;
(四)当事人一方迟延履行债务或者有其他违约行为致使不能实现合同目的;
(五)法律规定的其他情形。
以持续履行的债务为内容的不定期合同,当事人可以随时解除合同,但是应当在合理期限之前通知对方。