Laws of the People's Republic of China

No.41

Under the provisions of the Reply of the State Council concerning the General Rules on Enterprise Finance and Enterprise Accounting Standards (Guo Han [1992] No.178), the Ministry of Finance amended the General Rules on Enterprise Finance (Dcree No.4 of the Ministry of Finance). The amended General Rules on Enterprise Finance have been deliberated and adopted by the ministerial meeting. They are hereby promulgated and shall enter into force as of January 1, 2007. The Ministry of Finance

December 4, 2006

General Rules on Enterprise Finance Chapter I General Provisions

Article 1

With a view to strengthening the financial management of enterprises, regulating the financial behaviors of the enterprises, protecting the legitimate rights and interests of the enterprises and related parties and boosting the establishment of modern enterprise system, the present General Rules are formulated under the provisions of the related laws and administrative regulations.

Article 2

Except for financial enterprises, the state-owned enterprises and state holding enterprises set up within the territory of the People's Republic of China under law shall be governed by the present General Rules.

Other enterprises shall implement the present General Rules by reference.

Article 3

The state-owned enterprises and state holding enterprises (hereinafter referred to as enterprises) shall determine their internal financial management systems, set up and perfect their financial management systems and control their financial risks.

The financial management of an enterprise shall consist such financial behaviors as raising funds rationally, operating assets effectively, controlling the cost, regulating the income distribution and reorganization and liquidation, and strengthening financial supervision and financial information management in accordance with the formulated financial strategy.

Article 4

The Ministry of Finance shall be responsible for instituting the rules and regulations on enterprise finance.

The financial departments of all levels (hereinafter referred to as competent authorities of finance collectively) shall enhance guiding, managing and supervising enterprise finance, their principle duties are as follows:

(1)

supervising the implementation of the rules and regulations concerning enterprise finance, directing the enterprises to set up and perfect the internal financial systems in accordance with the financial relations;

(2)

instituting the financial policies that facilitate the reform and development of the enterprises, setting up and perfecting the financial fund management systems that conduce to the development of the enterprises;

(3)

setting up and perfecting the enterprise auditing system of annual financial report so as to examine the quality of the annual financial report;

(4)

assessing enterprise finance, monitoring the operation status of enterprise finance;

(5)

researching and drafting the systems on the distribution of state-owned capital gains and the operation budget of state-owned capital;

(6)

taking part in the examination and approval of the important reform and restructuring schemes of the enterprises invested by the people's governments or the related departments and organs of the same level; and

(7)

offering necessary assistance and services in accordance with the demands of enterprise financial management.

Article 5

Such enterprise investors as the people's governments of all levels and their departments and organs, enterprise legal persons, other organizations or individuals (hereinafter referred to as investors collectively), enterprise managers, factory managers, or other leaders actually in charge of the operation and management of the enterprises (hereinafter referred to as operators collectively) shall fulfill the duties of enterprise internal financial management under the laws, regulations, the present General Rules and enterprise constitutions.

Article 6

An enterprise shall pay taxes under law. In case the financial treatment of the enterprise does not accord with any provision of any law or administrative regulation on taxation, it shall be adjusted under law in paying taxes.

Article 7

With regard to an enterprise invested by the people's government or any of its departments and organs, its financial relationship shall be affiliated to the financial organ of the same level.

Chapter II Enterprise Financial Management System

Article 8

An enterprise shall perform such a financial management system as being clear in capital ownership, unambiguous in financial relationship and complying with the requirements of corporate governance structure.

An enterprise shall set up effective management grades of internal financial. An enterprise group company may determine its internal financial management system by itself.

Article 9

An enterprise shall set up a decision-making system of finance and clarify the decision-making rules, procedures, power limits and liabilities and so on. In case any law or administrative regulation stipulates that certain financial items shall be determined after being deliberated by the workers' (or worker representatives') congress or by soliciting the opinions of the workers and the related organizations, such provisions shall prevail.

An enterprise shall set up a withdrawal system for financial decision-making. With respect to the financial decision-making items under which the interests of any individual investor or operator run afoul of those of the enterprise, the related investor or operator shall withdraw.

Article 10

An enterprise shall set up a financial risk control system, specify the management rights and liabilities of the operators, investors and other related personnel, and control the financial risks according to the principles of equilibrating risks and proceeds and separating the incompatible duties.

Article 11

An enterprise shall set up a budget management system of finance to implement all-around budgetary management on financial activities such as fund-raising, assets operation, cost control, income distribution, reorganization and settlement and so on, by taking cash flow as the core and according to the requirements of financial objectives such as maximizing the enterprise value.

Article 12

The financial management duties of an investor mainly involve:

(1)

examining and approving the internal financial management system, financial strategy, financial plan and financial budget of the enterprise;

(2)

determining material financial items such as fund-raising, investment, guarantee, donation, reorganization, remuneration for operators and income distribution and so on;

(3)

determining the hiring or firing of intermediary organs such as accounting firms or property assessment institutions and so on;

(4)

supervising and assessing the financial affairs of the operators; and

(5)

dispatching or recommending chief financial officers to exclusively-funded or holding enterprises under the related provisions.

An investor shall fulfill the financial management duties through the shareholders' meeting, board of directors or other internal institutions, and may grant conferring part of financial management duties to the operators in manner of articles of association, internal systems or contractual stipulations and so on.

Article 13

The financial management duties of an operator mainly involve:

(1)

studying out enterprise internal financial management rules, financial strategies, financial plans, preparing financial budgets;

(2)

organizing the implementation of such financial schemes as fund-raising, investment, guarantee, donation, reorganization and profit distribution and so on, fulfilling the obligation of debt repayment of the enterprise faithfully;

(3)

carrying out the provisions of the state on employees' remunerations and labor protection, paying social insurance premium and public accumulation funds for housing construction and so on, under law, and safeguarding the workers' legitimate rights and interests;

(4)

organizing financial forecasting and financial analysis, carrying out financial control;

(5)

preparing and providing enterprise financial report so as to reflect the financial information and the related situation faithfully ; and

(6)

coordinating with the related organs in carrying out such work as auditing, evaluation and financial supervision and so on.

Chapter III Fund Raising

Article 14

An enterprise may accept the capital contribution made by an investor in the form of monetary, real object, intangible assets, stock equity, or specific creditor's right and so on, among which, the specific creditor's right means the convertible bonds issued by the enterprise under law and the creditor's rights that are converted into equity under the related provisions.

In case an enterprise accepts the capital contribution of an investor in the form of non-monetary assets, if there is any stipulation on the form, procedure or price assessment of capital contribution in any law or administrative regulation, this stipulation shall apply.

In case an enterprise accepts the capital contribution by an investor in the form of intangible assets such as trademark right, copyright, patent right or other know-how, it shall comply with the related proportions as prescribed in any law or administrative regulation.

Article 15

In case an enterprise raises funds through absorbing direct investment or issuing shares, etc. under law, it shall draw out a fund-raising scheme, decide the fund-raising scale, fulfill the internal decision-making procedure and necessary formalities of reporting for examination and approval and control the cost of fund-raising.

An enterprise shall trust, under law, a legal capital verification institution to verify the raised capital and issue a report on capital verification.

Article 16

An enterprise shall carry out the related capital management systems of the state and, within 30 days as of approval of industrial and commercial registration, issue investment certificates to its investors in accordance with the capital verification report so as to determine the lawful rights and interests of the investors.

With regard to the paid-in capital raised by the enterprise, during its persistent operation, the investors may transfer or reduce the capital under the related laws, administrative regulations and articles of association of the enterprise, but may not withdraw the capital contribution directly or in any disguised form.

Except it is otherwise prescribed in the Company Law of the People's Republic of China or any other related law or administrative regulation, no enterprise may repurchase the shares it has issued. An enterprise's repurchase of the shares under law shall comply with the related conditions and financial treatment measures and be determined by the investors.

Article 17

In case capital actually paid by the investors exceeds the registered capital (including stock premiums), an enterprise shall manage the surplus as capital reserve.

After being deliberated and determined by the investors, the capital reserves may be converted into capital. In case it is provisioned otherwise by the state, the related provisions shall apply.

Article 18

The surplus reserves that are withdrawn by an enterprise from its after-tax profits include legal and discretional accumulation funds, and may be used to make up the losses of the enterprise or converted into increased capital. The part retained in the enterprise out of the legal accumulation funds after converting into increased capital shall not be less than 25% of the registered capital before the conversion.

Article 19

In case an enterprise enhances the paid-in capital or converts the reversed capital or surplus reserves into paid-in capital, the investors shall go through the related financial items and industrial and commercial registration of alteration after fulfilling the financial decision-making procedures.

Article 20

The various kinds of financial funds obtained by an enterprise shall be dealt with according to the different circumstances as follows:

(1)

where the fund is directly invested or injected by the state, the national capital or state-owned capital reserve shall be increased under the related provisions of the state.

(2)

where the fund is an investment subsidy, the capital reserve or the paid-in capital shall be increased. If the state has provisioned its ownership when appropriating the fund, the related provisions shall apply; otherwise, this fund shall be shared by all investors commonly.

(3)

where the fund is a loan of discounted interest or a special subsidy, it shall be dealt with as an income of the enterprise.

(4)

where the fund is a reloan of the government or a refundable subsidy, it shall be dealt with as a liability of the enterprise.

(5)

where the fund is for making up loss, relieving loss or other purposes, it shall be dealt with as an income of the enterprise.

Article 21

In case an enterprise raises debt funds under law in forms of loans, issuing bonds or financial leases and so on, it shall define the purpose of fund-raising, make necessary decisions on capital structure in accordance with the fund costs, debt risks and reasonable fund demands and conclude a written contract.

In case an enterprise raises funds for a fixed asset investment project, it shall comply with the industrial policies of the state, the provisions concerning industrial planning and proportion of self-owned capital and other stipulations.

When raising fund, an enterprise shall assess and use the fund under the related provisions, undertake the contract in good faith and accept supervision under law.

Chapter IV Assets Operation

Article 22

An enterprise shall determine a reasonable assets structure and conduct a dynamic management on the assets structure according to the principles of equilibrating risks and proceeds and the operational requirements.

Article 23

An enterprise shall set up an internal fund allocation control system, clarify the conditions, power limits and procedures of fund allocation to raise, use and manage funds uniformly. When conducting the payment or allocation of funds, an enterprise shall, under the stipulations of its internal financial management system, go through the related formalities upon the strength of the effective contracts and legal vouchers.

With regard to overseas payment or allocation of funds, the related provisions of the state on foreign exchange control shall be applicable.

An enterprise group may adopt a concentrated and unified management on its internal funds, but shall comply with the related provisions on financial management of the related laws and administrative regulations of the state, and may not injure the interests of its member enterprises.

Article 24

An enterprise shall set up a financial examination system on contract and clarify the operational flow and power limits of examination so as to carry out financial supervision.

An enterprise shall enhance the management of the receivables, evaluate the credit risks of the clients, track the clients' performance of contract, determine and perform the responsibility of receivables collection and cut down the loss from doubtful accounts.

Article 25

An enterprise shall set up and perfect the inventory management system, standardize the procedures of examination and approval and execution of inventory purchase, and pay the price of goods under the contract and the internal examination system.

An enterprise may select suppliers or carry out bulk purchase in a tender offerings manner.

Article 26

An enterprise shall set up a system on the purchase and construction, use and treatment of fixed assets.

An enterprise, when selects and determines the method for the depreciation of fixed assets by itself, may consult an intermediary organ or related experts, and the method shall be discussed and approved by the investors. The method for the depreciation of fixed assets, in case it is selected and determined, may not be altered at discretion. Where it is really necessary to make change, the reasons shall be stated and the decision on its change shall be deliberated and approved by the investors.

An enterprise shall, when purchases or constructs fixed assets or makes materially technical renovations, conduct a study of feasibility, go through the financial decision-making procedures under the internal examination rules, and determine and implement the responsibilities for decision-making and implementation.

After a project under construction is delivered for use, an enterprise shall perform the final accounts of the completed project within one year.

Article 27

An enterprise shall, when making an overseas investment, conform to the provisions of the related laws, administrative regulations and policies of the state, comply with the requirements of the development strategy of the enterprise, carry out a feasibility study, perform the approval procedures under the internal examination and approval rules, and determine and implement the responsibilities for decision-making and implementation.

As for an overseas investment, an enterprise shall conclude a contract thereon in written form so as to clarify the rights and interests it may enjoy from this investment and to carry out financial supervision. The investment money as stipulated in the contract shall be paid under the internal examination and approval rules of the enterprise.

When making an overseas investment, an enterprise shall acquire the approval of the investors and comply with the related provisions of the state on the examination and approval of overseas investment projects and foreign exchange control.

Article 28

With regard to the intangible assets gained by an enterprise by means of self-creation, purchase or the investment acceptance and so on, the ownership shall be defined under law and the related financial responsibilities for operation and management thereof shall be determined and implemented.

In case any intangible asset is transferred, leased, pledged, authorized for operation or chained operation, or overseas investment or in any other circumstance, the enterprise shall conclude a contract in written form to clarify the rights and obligations of both parties and determine the trading price reasonably.

Article 29

When provides guarantee to the outsiders, an enterprise shall comply with the laws, administrative regulations and the related provisions, take corresponding risk control measures according to the internal examination and approval rules and with a view to the solvency capacity of the guaranteed entity, make registration for it in the accounting book for future reference and carry out follow-up supervision.

When makes a donation, an enterprise shall conform to the related laws, administrative regulations and provisions on financial affairs, set down an executive plan, define the scope and conditions of the donation, determine and implement the responsibility for its implementation and seriously perform the hand-over procedures for the donated assets.

Article 30

An enterprise shall, when undertaking such businesses as futures, options, securities and foreign exchange transactions or entrusting any other institutions to be in charge of its financing, not impact the normal operation of its major business, and shall conclude a contract in written form, set up a transaction reporting system, check the accounts regularly and control the risks.

Article 31

An enterprise shall, when undertaking any agency business, strictly perform the contract, set up separate accounts to manage the agency and self-operated business, and may not misappropriate it's the clients' capital or deliver business risks to each other.

Article 32

An enterprise shall set up a reserve management system for asset loss or depreciation. The standards for preparing the asset loss or depreciation reserve, once determined, may not be altered at discretion. When formulates the standards, the enterprise may consult an intermediary organ or related experts.

With regard to the assets whose loss or depreciation reserve has been prepared, the enterprise shall determine and implement the responsibility for supervision. In light of the assets that may be recovered, may be put into continuous use, or the actual loss thereof may not be proved, they may not be written off.

Article 33

An enterprise shall, as for the asset losses it has suffered, verify the losses timely, investigate and clarify the responsibility, recover the losses and handle them according to the prescribed procedures.

The asset losses checked in the reorganization of the enterprise shall, upon approval, be offset with the undistributed profits, surplus reserve, capital reserve and paid-in capital in turn.

Article 34

An enterprise shall, when sells, pledges, replaces, discards or disposes its assets in any other way, comply with the related provisions of the state and carry out in light of the power limits and procedures as prescribed in the internal financial management rules of the enterprise. Where the disposal of its major fixed assets refers to the adjustment of enterprise business or assets restructuring, it shall be carried out according to the scheme for business adjustment or assets restructuring as discussed and approved by the investors.

Article 35

In case an enterprise conducts any affiliated transaction, such transaction shall be priced and settled as a transaction between independent enterprises under the related provisions of the state. No investor or operator may take advantage of the affiliated transaction to transfer the economic interests of the enterprise illegally or to manipulate the profits of the affiliated enterprise.

Chapter V Cost Control

Article 36

An enterprise shall set up a cost control system, enhance the restriction of cost budget, advance the measures for quality cost control, and carry out cost quota management, popular management and the control over the whole process.

Article 37

An enterprise shall carry out centralized, level-by-level management of the expenditure, and budget control therefore, and shall set up the scope, standards for necessary fees and expenses and the examination system for the reimbursement of such expenditure.

Article 38

The expenses that are necessary for the technological research and development and the projects of transforming scientific and technological achievements of an enterprise may be raised by means of setting up a research and development reserve, and for witch the related asset costs or the current period charges shall be listed in accordance with the facts.

An enterprise group meeting the conditions provisioned by the state may make centralized utilization of the research and development expenses to develop the leading products and core technologies of the enterprise independently.

Article 39

As for the expenses that are necessary for an enterprise to carry out safe and clean production, pollution treatment, prevention and control of geologic hazard, ecology recovery, or environmental protection and so on, they shall be listed into the related asset costs or current period charges according to the related standards of the state.

Article 40

In case an enterprise has incurred such expenses as sales discounts, allowances and the payment for necessary commissions, brokerages, handling charges, service charges, deductions, profit refunds, slotting allowances, business rewards and so on, it shall conclude a related contract and perform the formalities of internal examination and approval.

With regard to the commissions, insurance premiums or freight charges collected or paid by an enterprise for carrying out import-export business, they shall be dealt with according to the price terms provisioned in the contract.

In case an enterprise pays any money to an individual or a non-business entity, it shall perform the formalities of payment and internal examination and approval strictly.

Article 41

An enterprise may carry out different compensation measures for the operators and core technical personnel from those for the other employees under the related laws, regulations and provisions of the state, and if it is an enterprise invested by the people's government of the same level or its any departments or organs, the compensation measures shall be reported to the competent authority of finance for record.

Article 42

An enterprise shall pay remunerations to its employees under the labor contract and the related provisions of the state and pay group personal accident insurance premiums for the employees undertaking high-risks, for which the necessary expenses shall be directly listed and paid as cost (expense).

An operator may prepare money of a certain amount out of its wages plan so as to reward the employees that have made significant contribution in technological research and development, reducing energy consumption, treating the three wastes which means waste gas, waste water and industrial residues, improving safe production and developing market and so on.

Article 43

An enterprise shall pay basic medical, basic pension, unemployment, working injury and other social insurance premiums for its employees, for which the necessary expenses shall be listed and paid as cost (expense) directly.

With respect to an enterprise that has already undertaken the basic medical insurance or/and pension insurance, if it has continuous capacity to earn profits and pay, it may set up supplemental medical or/and pension insurance for its employees, for which the necessary expenses may be withdrawn from the cost (expense) at the proportion provisioned by the provincial people's government or above. The exceeding part shall be assumed by the employees themselves.

Article 44

Such financial affairs of an enterprise as the payment of public accumulation fund for housing and the monetized distribution of residential houses to employees shall be carried out under the related provisions of the state.

The expense for staff training shall be withdrawn at the proportion provisioned by the state, and shall be specially used for the follow-up vocational education and training of employees.

Labor union expenses shall be withdrawn at the proportion as provisioned by the state and appropriated to the labor union.

Article 45

An enterprise shall pay administrative undertaking charges, governmental funds and the expenses for using or occupying state-owned resources under law.

The enterprises are entitled to refuse to pay all kinds of apportions, charges and fund-raisings without legal basis or beyond the scope and standards provisioned by any law or regulation.

Article 46

An enterprise may not bare the following expenses that belong to individual payment:

(1)

expenses on entertainment, body-building, tourism, serving, shopping or donating and so on;

(2)

expenses on purchasing commercial insurances, securities, stock equities or collections and so on;

(3)

expenses on the penalty or compensation and so on caused by individual act;

(4)

expenses on purchasing residential house or paying realty management fees and so on; and

(5)

other expenses that shall be assumed by an individual.

Chapter VI Income Distribution

Article 47

All the incomes gained by any investor, operator or any other employee of an enterprise from the performance of duties of the enterprise or from conducting business in the name of the enterprise, including sales income and the sales discounts, allowances, commissions, brokerages, handling charges, service charges, deductions, profit refunds, slotting allowances and business rewards and so on that are given by the other party, shall be remained by the enterprise.

An enterprise shall set up a management system for selling price, define the pricing of its products and services and clarify the power limits, procedures and methods for adjusting selling prices, take corresponding price strategies to prevent selling risks under the prospective earning, capital turnover, market competition, restrictions from laws and norms and other requirements and so on.

Article 48

An enterprise shall sell its equity investment according to the stipulated procedures and methods. The bottom price for the sale of equity investment shall be decided by referring to assets assessment results, and the purchase price shall be collected under the contract. In performing the delivery, the part of the equity investment whose payment has not been obtained yet shall be settled under the contract and the effective guarantee of the assignee shall be gained.

The income gained by a listed company from the deduction of state-owned shares it holds shall be dealt with under the provisions of the State Council.

Article 49

The annual operating losses that an enterprise suffered shall be fetched up under the provisions of the laws on taxation. In case the pretax profit gained within the prescribed number of years is insufficient to fetch up the loss, such losses shall be fetched up with the after-tax profit gained in the following years or with the surplus reserves after being discussed by the investors.

Article 50

Except that it is otherwise stipulated by any laws or administrative regulations, the annual net profit of an enterprise shall be distributed in the following descending order:

(1)

to fetch up the losses of the previous year;

(2)

to withdraw 10% of the legal accumulation fund, and it is allowed to stop withdrawing the legal accumulation fund if its progressive total reaches 50% of the registered capital;

(3)

to withdraw discretional accumulation fund, and the proportion shall be decided by the investors; and

(4)

to distribute profits to the investor. The profits not distributed in the previous year shall be merged into those of this year and be distributed to the investors after sufficiently considering the cash flow status. An enterprise invested by the people's government or any of its departments or organs shall hand over the payable state-owned profits to the treasury.

A state-owned enterprise may withdraw the discretional and legal accumulation funds in combination. The shares repurchased by a joint stock limited company under law and have not yet to be transferred or cancelled may not be used for profit distribution. In case the equity incentive toward the operators and other employees is to be implemented by means of repurchasing shares, the profits necessary for repurchasing shares shall be prepared ahead of schedule as drafting the scheme for profit distribution.

Article 51

In case an enterprise has no distributable profit after fetching up the losses it suffered in the previous year and withdrawing the surplus reserves, it may distribute none profit to its investors, except that it is otherwise stipulated in any laws or administrative regulations.

Article 52

In case any operator or any other employee of an enterprise takes part in the proceeds distribution of the enterprise with such contribution as management or technology, the distribution measures shall be provisioned in the articles of association or the related contract under the related provisions of the state, and it shall be dealt with differently according to the different circumstances as follows:

(1)

if he/she gains the stock equity of the enterprise, he/she shall take part in the profit distribution in common with other investors; and

(2)

if he/she has not gained any stock equity of the enterprise, the profit distributed to him shall be listed and paid out of the current period expenses within the profit limit realized by the related businesses and the standards for distribution.

Chapter VII Reorganization and Liquidation

Article 53

In case an enterprise is reorganized by means of restructuring, transferring property rights, merger, split-up or custody and so on, with regard to the issues concerning capital equity, the investors or the authorized institution shall carry out a feasibility study, handle the internal financial decision procedures and organize the implementation of the work as follows:

(1)

to uncover the properties, verify the debts and entrust an accounting firm to audit;

(2)

to set down the scheme for personnel placement, solicit the opinions of the workers and the workers' representatives congress of the enterprise or submit the scheme to the worker's representatives congress for discussing;

(3)

to set down the scheme for debt disposal or inheritance through negotiating with the creditors;

(4)

to entrust an evaluation organ to carry out assets assessment, and take the assessment results as a reference when evaluating the net assets or converting them into stocks; and

(5)

to draw out the equity setting scheme and the executive plan of capital restructuring, and perform the formalities of reporting for approval after being discussed.

Article 54

In case an enterprise reorganizes through division, it shall clearly ascertain the property relationship of the divided enterprises.

In case an enterprise divides its whole assets, liabilities and businesses, it shall set down a dividing plan according to the principle of business or asset correlations. With regard to an indivisible entire asset, based on which an evaluation institution has evaluated its value, the party owning the entire asset shall give proper economic compensation to the other parties through negotiations.

Article 55

An enterprise may carry out combination or reorganization through consolidation or merger. All the assets, liabilities and businesses of the enterprise that exit before the combination shall be inherited by the enterprise formed after the combination. It is necessary to define the property relationship and clarify the investment proportion of each investor of the enterprise formed after the combination.

The tax treatment of the assets involved in the combination shall accord with the related tax provisions of the state. In case the net asset value after the combination is more than the registered capital, the exceeding part shall be dealt with as capital reserve; in case the net asset value is lower than the registered capital, alteration shall be made to the registered capital or the investors shall contribute to make up the insufficient part.

In case an enterprise merges another insolvent enterprise through assuming the liabilities of the latter, the merging party shall set down measures for restructuring, undertake the responsibility of repaying the debts and integrate the financial resources according to the merging plan.

Article 56

In case an enterprise is operated through custody, it shall be determined by the investors and an agreement concerning custody shall be concluded to clarify the asset-liability status involved in the custody, the objectives of custody, power limits in handling the custodian assets and measures for income distribution and so on, and shall determine and fulfill the measures for financial supervision.

The custody enterprise shall set down related schemes according to the agreement concerning custody, and reorganize the assets and liabilities of the custodian enterprise. Without the consent of the investors of the custodian enterprise, the custody enterprise may not reorganize or restructure the custodian enterprise, transfer the custodian enterprise, assign the custodian assets or business, or provide guarantee to the outsiders in the name of the custodian enterprise or with the entrusted assets.

Article 57

In the reorganization process, an enterprise shall evaluate the allocated state-owned land it has already occupied under the related provisions, perform the related formalities and deal with it according to the different circumstances as follows:

(1)

if the land continues to be allocated, it is not required to manage it as an asset of the enterprise, but the enterprise shall determine the use right and interest of the allocated land, use it for the stipulated purpose, and set up an accounting book and register it on the book for future reference, unless it is otherwise provisioned by the state;

(2)

if the land is evaluated and contributed to form shares, the enterprise shall convert the payable land assignment fee into national capital, t which shall be held by the entity holding the government capital before the reorganization or by the entity assigned by the competent authority of finance;

(3)

if the land is assigned, the enterprise shall buy the land use right and pay the assignment fee; and

(4)

if the land is leased, the enterprise shall use it by leasing, the rent shall be determined by referring to the loan interest rate of the banks in the same period and shall be provisioned in the leasing contract.

With regard to the water area, exploration right, mining right, franchise right and other state-owned resources that have already been occupied by an enterprise when the reorganization starts, if such resources are transferable, the enterprise shall, by referring to the preceding paragraph, deal with them.

Article 58

In the reorganization process of an enterprise, the wages and subsidies for medial treatment and disability, comfort and compensatory expenses, basic social insurance premiums, public accumulation funds for housing defaulted by the enterprise shall be paid off with the existing assets of the enterprise in priority.

Article 59

In case an enterprise is ordered to close down, goes bankrupt under law, terminates its operations because of the expiration of its term of operation or is dissolved as decided by the investors, liquidation shall be carried out under the related laws, regulations and the articles of association. The bottom selling price of the liquidating property shall be decided by reference with the assets assessment results. In case it is provisioned otherwise by the state, the related provisions shall prevail.

Upon the end of liquidation, a liquidation report shall be prepared and an accounting firm shall be entrusted to make an audit and then the related departments, creditors and other interested parties shall be notified after it is affirmed by the investors or the people's court. Particularly, the liquidation report of an enterprise invested by the people's government or its departments or organs of the same level shall be meanwhile submitted to the competent authority of finance.

Article 60

Where an enterprise fires a worker, the economic compensation or settlement allowance it pays to the worker under the related provisions of the state shall, except for those that occurred during the normal operation and thus have been listed into the period charges, be dealt with in light of the different circumstances as follows:

(1)

as for those occurred in the reorganization of the enterprise, they shall be paid off in the undistributed profits, surplus reserves, capital reserves and paid-in capital in turn; or

(2)

as for those occurred in the liquidation of the enterprise, they shall be paid off in priority with the liquidating property of the enterprise after subtracting the liquidating costs.

Chapter VIII Information Management

Article 61

An enterprise may, by considering its operational characteristics, optimize the workflow, set up an information processing system with integrations of finance and business, and gradually realize the once-for-all handling and real time sharing of the related information of finance and business.

Article 62

An enterprise shall gradually create conditions to plan the resource of the enterprise as a whole, comprehensively integrate and regulate the financial and operation flow, and conduct integrated management and operation of the logistics, capital flow and information flow of the enterprise.

Article 63

An enterprise shall set up a financial pre-alarm mechanism, define the alerting standards of financial crises by itself; pay more attention to monitoring the adaptation between operational net cash flow and due debts and the adaptation between assets and liabilities of the enterprise; communicate the information on the pre-alarm of financial crisis in time, and put forward the corresponding solution measures and schemes.

Article 64

An enterprise shall compile its financial report on schedule under the provisions of the related laws, administrative regulations and the uniform accounting system of the state, and no operator or investor may delay or slimy it.

Article 65

An enterprise shall submit the monthly, quarterly and annual financial reports and other materials to the competent authority of finance under the related provisions, and may not make any false record or conceal any important fact in the submitted financial report or any other material. The competent authority of finance shall offer necessary training and technical support in accordance with the demands of the enterprise.

The annual financial report offered by the enterprise to the outsiders shall be audited by an accounting firm under law. In case it is otherwise stipulated by the state, such provisions shall prevail.

Article 66

An enterprise shall release the following information to its employees regularly within one year:

(1)

such information as the employees' labor payment, old age pension, medical care, work injury, residential house, training and vacation;

(2)

executive plan on the remunerations to the operators;

(3)

auditing results of its annual financial report;

(4)

assets assessment and disposal involved in restructuring the enterprise; and

(5)

other information that shall be released under law.

Article 67

A competent authority of finance shall set up and perfect the enterprise financial evaluation system so as to put stress on the evaluation of the efficiency of internal financial control of an enterprise and assess solvency, profitability, asset operability, development ability and its social contributions. The results of evaluation or assessment may be promulgated to the general public in a proper way.

Article 68

The competent authorities of finance and their employees shall properly use the financial information of the enterprises they have seized, perform the obligation of confidentiality under law, and may not take advantage of such information to seek interest for themselves or injure the interests of any enterprise.

Chapter IX Financial Supervision

Article 69

An enterprise shall accept the financial supervision of the competent authority of finance and the financial auditing of the auditing organ of the state under law.

Article 70

In case any operator violates any provision of the present General Rules in the operation, the investors may subject the operator to liabilities under law.

Article 71

An enterprise shall set up and perfect an internal financial supervision system.

In case an enterprise set up a board of supervisors or has any supervisors, the board of supervisors or the supervisors shall undertake the duties of internal financial supervision under the laws, administrative regulations, the present General Rules and the articles of association of the enterprise.

The operators shall carry out internal financial control and assistant the investors, the board of supervisors and the intermediary organs to make inspections and audits.

Article 72

In case any enterprise, any person-in-charge held to be directly responsible or any other person of the enterprise conducts any of the following acts, the competent authority of finance at or above the county level may order it/him to make corrections within a prescribed time limit, give it/him an admonition, confiscate the illegal gains (if any), and may impose a fine of not three times more than the illegal gains and 30,000 Yuan at the maximum; in case no illegal gain exists, a fine of not more than 10,000 Yuan may be imposed thereupon:

(1)

to list or disburse any cost or expense with violation of Article 39 , 40, Paragraph 1 of Article 42 , Article 43 or 46 of the present General Rules;

(2)

to detain, conceal or misappropriate any revenue of the enterprise with violation of the provision of Paragraph 1 of Article 47 of the present General Rules;

(3)

to distribute profits with violation of the provisions of Article 50 , 51 or 52 of the present General Rules. However, in case an enterprise set up under the Company Law of the People's Republic of China withdraws any legal accumulation fund with violation of the provision of Item 2, Paragraph 1 of Article 50 of the present General Rules, it shall be punished under the provisions of the Company Law of the People's Republic of China;

(4)

to dispose state-owned resources with violation of the provision of Article 57 of the present General Rules; and

(5)

to pay off the debts of workers with violation of the provision of Article 58 of the present General Rules.

Article 73

In case any enterprise, any person-in-charge held to be directly responsible or any other person of the enterprise conducts any of the following acts, the competent authority of finance at or above the county level may order it/him to make corrections within a prescribed time limit and/or give it/him an admonition:

(1)

failing to set up and perfect the various kinds of rules on internal financial management under the present General Rules; or

(2)

the internal financial management system violates the related laws obviously, administrative regulations and the general rules and regulations on enterprise finance, and rejecting to make corrections as required by the competent authority of finance.

Article 74

In case any enterprise, any person-in-charge held to be directly responsible or any other person of the enterprise fails to compile or report financial report or other materials under the provisions of Articles 64 and 65 of the present General Rules, the competent authority of finance at or above the county level may impose upon it/him a penalty under the Company Law of the People's Republic of China and the Regulation on Enterprise Financial Statements.

Article 75

In case any enterprise violates the related laws and administrative regulations on finance and taxation when conducting financial activities, it shall be punished under the Regulation concerning Penalties and Sanctions Against Illegal Fiscal Acts (Order No.427 of the State Council) and the related laws and administrative regulations on taxation.

Article 76

In case any competent authority of finance or any related functionary of the governmental departments or organs, when conducting the financial management of the enterprise, abuses its powers, neglects its duties, misconducts for personal purpose or reveal any state secret or commercial secret, it/he shall be punished under law.

Chapter X Supplementary Provisions

Article 77

The present General Rules shall be applicable to the public institutions that are operated as enterprises.

Article 78

The present General Rules shall enter into force as of January 1, 2007.