中外合作会计师事务所管理暂行办法 Administration of Sino-foreign Co-operative Accounting Firms Tentative Procedures

财会协字[1996]24号
（Promulgated by the Ministry of Finance on and effective as of 28 March 1996.）
颁布日期：19960328 　实施日期：19960328 　颁布单位：财政部

　　PART ONE　GENERAL PROVISIONS

　　Article 1　These Procedures are formulated in accordance with Article 44 of the PRC， Registered Accountants Law.

　　Article 2　Sino-foreign co-operative accounting firms （“Co-operative Firms”） shall be accounting firms jointly established in the People's Republic of China， with the approval of the Chinese government， by an international accounting firm or an accounting firm outside the People's Republic of China （the “Foreign Party”） and an accounting firm inside the People's Republic of China （the “Chinese Party”）。 All the activities of Co-operative Firms must comply with the relevant provisions of the laws and regulations of China.

　　Article 3　In accordance with the PRC， Registered Accountants Law， Co-operative Firms must join the Registered Accountants Association of China to become group members thereof， and shall be subject to its self regulation.

　　Article 4　In accordance with the PRC， Registered Accountants Law， the authority which is to approve the establishment of Co-operative Firms shall be the Ministry of Finance.

　　Article 5　The Ministry of Finance shall authorize the Registered Accountants Association of China to handle matters concerning the examination， approval， supervision and control of Co-operative Firms. The Registered Accountants Association of China may authorize the provincial-level registered accountants association of the place where a Co-operative Firm is located to supervise and control the day-to-day activities of such Co-operative Firm.

　　PART TWO　ESTABLISHMENT OF A CO-OPERATIVE FIRM

　　Article 6　To apply for approval to establish a Co-operative Firm， the following conditions must be met：

　　1. Foreign Party：

　　（1） has advanced professional skills and a good reputation；

　　（2） has an annual revenue of not less than US$20 million； and

　　（3） has not less than 200 professional auditing personnel.

　　2. Chinese Party：

　　（1） has a relatively high professional standard and a good service reputation in the domestic accounting profession；

　　（2） has disassociated itself in terms of functions， staffing and finances from the work unit to which it used to be attached；

　　（3） has relevant qualifications for engaging in securities practice；

　　（4） has an annual revenue of not less than Rmb 10 million； and

　　（5） has not less than 100 professional auditing personnel.

　　Article 7　The application procedures for establishment of a Co-operative Firm：

　　1. the following application documents shall be submitted to the Registered Accountants Association of China through the provincial-level department of finance of the place where the Chinese Party is located：

　　（1） an application report；

　　（2） the official reply of the provincial-level People's Government of its location；

　　（3） the co-operation agreement signed between the two Parties；

　　（4） the business contract signed between the two Parties；

　　（5） the articles of association of the Co-operative Firm signed by the two Parties；

　　（6） a feasibility analysis report；

　　（7） valid certificates and the résumés of the proposed members of the board of directors；

　　（8） valid certificates and the résumés of the proposed senior management personnel；

　　（9） the names， résumés and photocopies of relevant documents of the Chinese registered accountant（s） who is（are） to join the Co-operative Firm；

　　（10） the lease agreement or evidential documents on the right to use the office site；

　　（11） duplicates of the certificates for lawful commencement of business by the Chinese Party and the Foreign Party； and

　　（12） the capital contribution evidential docum

ents of the Chinese Party and the Foreign Party.

　　Upon receipt of the above-mentioned application documents， the Registered Accountants Association of China shall examine such documents and report to and request the Ministry of Finance to make a decision on approving or disapproving the application within 30 days.

　　2. After the applicant has obtained the Ministry of Finance's decision to approve the application， he shall apply for a foreign investment enterprise approval certificate by submitting the following documents to the Ministry of Foreign Trade and Economic Co-operation through the provincial-level department in charge of foreign economic relations and trade of the place where the Foreign Party is located：

　　（1） an application report；

　　（2） the feasibility analysis report；

　　（3） the agreement， contract and articles of association；

　　（4） the names of the nominated chairman of the board， vice chairman （vice chairmen） of the board and the directors； and

　　（5） the approval documents of the Ministry of Finance.

　　3. A Co-operative Firm the establishment of which has been approved shall， within one month of obtaining the approval certificate， carry out business and tax registration procedures with the administration authority for industry and commerce and the tax authority of the place where it is located.

　　PART THREE　ADMINISTRATION OF CO-OPERATIVE FIRMS

　　Article 8　Once the establishment of a Co-operative Firm has been approved， the Co-operative Firm shall be a new， independent accounting firm， and the Parties to the Co-operative Firm may not engage in statutory auditing business within the People's Republic of China in the name of their original accounting firms.

　　Article 9　Audit reports on the listing of foreign investment shares in the People's Republic of China by Chinese enterprises shall be issued by Chinese registered accountants. Those audit reports issued by accountants outside the People's Republic of China at the request of underwriters outside the People's Republic of China shall be valid outside the People's Republic of China only. All auditing business engaged in within the People's Republic of China shall be contracted for， charged for， entered in the accounts， kept on file and assigned to personnel by the Co-operative Firm in a unified manner.

　　Article 10　When a Chinese enterprise is listed outside the People's Republic of China， the audit report that is to be valid in the People's Republic of China shall be issued by a Chinese registered accountant. Reports signed by accountants outside the People's Republic of China at the request of securities houses outside the People's Republic of China shall be valid outside the People's Republic of China only. All statutory auditing work carried out in the People's Republic of China in connection with enterprises listed outside the People's Republic of China shall be contracted for， charged for， entered in the accounts， kept on file and assigned to personnel by the Co-operative Firm in a unified manner.

　　Article 11　Co-operative Firms shall， before 20 February of each year， submit to the Registered Accountants Association of China a list （see Schedule 1， omitted） of the listed company auditing projects that they have undertaken during the preceding year， and be subject to supervision and inspection of their practice by the Registered Accountants Association of China.

　　Article 12　Co-operative Firms shall， before 20 February of each year， submit to the Registered Accountants Association of China a list （see Schedule 2， omitted） of all the registered accountants， and be subject to supervision and inspection of changes in their personnel by the Registered Accountants Association of China.

　　Article 13　Changes in the main responsible persons of Co-operative Firms shall be subject to the approval of the board of directors and submitted to the Registe

red Accountants Association of China for the record.

　　Article 14　Where a Co-operative Firm needs to recruit personnel of the Foreign Party due to business needs， such recruitment shall be subject to the consent of each Party's person in charge of business and be submitted to the Registered Accountants Association of China for the record （see Schedules 3 and 4， omitted）。

　　Article 15　Co-operative Firms shall formulate training programs and organize training in accordance with the relevant requirements of the Registered Accountants Association of China for continuing education， and submit details of training （see Schedule 5， omitted） for the previous year to the Registered Accountants Association of China before 20 February of the following year.

　　Article 16　The Chinese registered accountants of Co-operative Firms shall be subject to annual inspection in a unified manner， as required by the Registered Accountants Association of China.

　　Article 17　Co-operative Firms shall establish a financial and accounting department which shall be staffed with full-time financial and accounting personnel and shall keep complete financial and accounting records in accordance with the requirements of the PRC， Accounting Law. The said departments shall carry out day-to-day auditing， formulate accounting statements and lawfully employ Chinese registered accountants from outside their own Firms to audit and verify their accounts and to issue reports， in accordance with the Several Issues Concerning Financial Control of Accounting Firms Tentative Provisions and the Accounting Firms Accounting and Auditing Procedures promulgated by the Ministry of Finance.

　　Article 18　All financial revenue and expenditure of Co-operative Firms in connection with their operations i

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