财会协字[1996]24号
（Promulgated¹ by the Ministry² 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 formulated⁴ in accordance with Article 44 of the PRC， Registered Accountants Law.

　　Article 2　Sino-foreign co-operative accounting⁵ firms （“Co-operative Firms”） shall be accounting firms jointly⁶ 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 authorize⁷ the Registered Accountants Association of China to handle matters concerning the examination， approval， supervision⁸ and control of Co-operative Firms. The Registered Accountants Association of China may authorize the provincial⁹-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 auditing¹¹ personnel.

　　2. Chinese Party：

　　（1） has a relatively¹² 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） valid¹⁴ 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 photocopies¹⁵ 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 lawful¹⁶ commencement of business by the Chinese Party and the Foreign Party； and

　　（12） the capital contribution evidential documents 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 disapproving¹⁷ the application within 30 days.

　　2. After the applicant¹⁸ 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， vice¹³ 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 registration¹⁹ 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　Audit¹⁰ 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 unified²⁰ 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 inspection²¹ 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 Registered 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 formulate³ 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-time²² 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 lawfully²³ 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 expenditure²⁴ of Co-operative Firms in connection with their operations in the People's Republic of China shall be entered in the accounts of the Co-operative Firms， and tax shall be paid thereon according to law as required by the relevant tax laws of China.

　　Article 19　The two Parties to a Co-operative Firm shall take positive and effective steps to accelerate the transition of the Co-operative Firm to become an international member of the Foreign Party. The period of transition of Co-operative Firms already established before the implementation²⁵ of these Procedures to become international members shall not be more than five years since the promulgation²⁶ of these Procedures.

　　PART FOUR　BRANCHES OF A CO-OPERATIVE FIRM

　　Article 20　Co-operative Firms may apply for approval to establish branches for business purposes.

　　The term “branch of a Co-operative Firm” shall mean a branch established in an administrative²⁷ region at the provincial level other than that of the place where the head office of the Co-operative Firm is located. A branch shall be an non-independent legal person work unit. It shall carry on its practice vis-à-vis third parties in the name of its head office and be subject to the supervision and guidance of the head office. The head office shall be liable for the operations of its branches. The main responsible persons of a branch shall be appointed by the board of directors of the Co-operative Firm and be reported to the Registered Accountants Association of China for the record.

　　The name of a branch shall read： “name of head office + name of place + branch”。

　　Article 21　A Co-operative Firm that wishes to apply for approval to establish a branch shall meet the following conditions：

　　1. The head office has satisfied the following requirements：

　　（1） the board of directors works properly；

　　（2） the functions of the Chinese and Foreign Party's general managers are exercised properly；

　　（3） the Chinese Party's professional personnel at management level account for at least 50 per cent of the total number of personnel at management level；

　　（4） the financial and accounting work of the head office during the last three years complies with the relevant laws and regulations on financial affairs and accounting； and

　　（5） it has not violated any laws or regulations during the last three years.

　　2. The branch shall meet the following conditions：

　　（1） it has at least ten professional employees from the Chinese Party who do not exceed the age limit set by the State for their respective posts， including at least five Chinese registered accountants；

　　（2） it has the necessary working capital； and

　　（3） it has a fixed²⁸ office site.

　　Article 22　When applying for approval to establish a branch， a Co-operative Firm shall submit the following application documents：

　　（1） an application report；

　　（2） a written report on details in compliance²⁹ with the conditions set forth³⁰ in Article 21；

　　（3） the board of directors' letters of appointment of the main responsible persons of the branch；

　　（4） the names， resumes and relevant evidential documents of the Chinese registered accountants and of each Party's management personnel； and

　　（5） evidential documents on the title to or the right to use the office site.

　　Article 23　The application and approval procedures for the establishment of branches shall be the same as those for head offices.

　　Article 24　Following the establishment of a branch， the permanent representative office established in the branch's location by the accounting firm outside the People's Republic of China shall be closed within three months.

　　Article 25　These Procedures shall be effective as of the date of promulgation.

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