According to the provisions of the Reply of the State Council on General Principles of Enterprise Finance and Accounting Standards for Enterprises (Guo Han [1992] 178), the Ministry of Finance has revised the General Principles of Enterprise Finance (Order No.4 of the Ministry of Finance), and the revised General Principles of Enterprise Finance has been discussed and adopted at the ministerial meeting, and is hereby promulgated.
Minister: Jin Renqing
200614 February
Chapter I General Principles
Article 1 In order to strengthen enterprise financial management, standardize enterprise financial behavior, protect the legitimate rights and interests of enterprises and their related parties, and promote the construction of modern enterprise system, these General Rules are formulated in accordance with the provisions of relevant laws and administrative regulations.
Article 2 These General Rules shall apply to state-owned and state-holding enterprises as legal persons established in People's Republic of China (PRC) according to law. Except financial enterprises.
Other enterprises refer to the implementation.
Article 3 State-owned and state-holding enterprises (hereinafter referred to as enterprises) shall determine the internal financial management system, establish and improve the financial management system, and control financial risks.
Enterprise financial management shall, in accordance with the formulated financial strategy, raise funds reasonably, operate assets effectively, control costs and expenses, standardize income distribution and reorganization and liquidation of financial behavior, and strengthen financial supervision and financial information management.
Article 4 The Ministry of Finance shall be responsible for formulating enterprise financial rules and regulations.
The financial departments at all levels (hereinafter referred to as the competent financial authorities) should strengthen the guidance, management and supervision of enterprise finance, and their main responsibilities include:
(a) to supervise the implementation of enterprise financial rules and regulations, and guide enterprises to establish and improve internal financial systems in accordance with financial relations.
(two) to formulate financial policies to promote the reform and development of enterprises, and to establish and improve the financial fund management system to support the development of enterprises.
(3) Establish and improve the auditing system for annual financial accounting reports of enterprises, and check the quality of financial accounting reports of enterprises.
(four) the implementation of enterprise financial evaluation, monitoring enterprise financial operation.
(five) to study and formulate the income distribution system of state-owned capital and the operating budget of state-owned capital.
(six) to participate in the examination and approval of important reform and restructuring plans of enterprises funded by the people's government at the corresponding level and its relevant departments and institutions.
(seven) according to the needs of enterprise financial management, provide necessary help and services.
Article 5 People's governments at all levels, their departments and institutions, enterprise investors such as enterprise legal persons, other organizations or natural persons (hereinafter referred to as investors), enterprise managers, factory directors or other leading members who are actually responsible for business management (hereinafter referred to as operators) shall perform their internal financial management duties in accordance with laws, regulations, these General Rules and these Articles of Association.
Article 6 Enterprises shall pay taxes according to law. If the enterprise's financial treatment is inconsistent with the provisions of tax laws and administrative regulations, it should be adjusted according to law when paying taxes.
Seventh people's governments at all levels and their departments and institutions funded enterprises, their financial relations are subordinate to the financial organs at the same level.
Chapter II Enterprise Financial Management System
Article 8 An enterprise shall implement a financial management system with clear ownership of funds, clear financial relationship and meeting the requirements of corporate governance structure.
Enterprises should establish an effective internal financial management level in accordance with the relevant provisions of the state. Enterprise group companies decide their own internal financial management system.
Article 9 An enterprise shall establish a financial decision-making system and define the decision-making rules, procedures, authority and responsibilities. Financial matters that should be considered by the workers' (representatives') congress or listened to the opinions of workers and relevant organizations as stipulated by laws and administrative regulations shall be implemented in accordance with its provisions.
Enterprises should establish financial decision avoidance system. Relevant investors and business operators should avoid financial decisions that conflict with the interests of investors and business operators.
Article 10 An enterprise shall establish a financial risk management system, clarify the management authority and responsibilities of operators, investors and other relevant personnel, and control financial risks according to the principles of balance between risks and benefits and separation of incompatible duties.
Article 11 An enterprise shall establish a financial budget management system, take cash flow as the core, and implement comprehensive budget management for financial activities such as fund raising, asset operation, cost control, income distribution, reorganization and liquidation in accordance with the requirements of realizing financial objectives such as maximizing enterprise value.
Article 12 The financial management responsibilities of investors mainly include:
(1) Examining and approving the internal financial management system, financial strategy, financial planning and financial budget of the enterprise.
(2) To decide on major financial matters of the enterprise, such as fund-raising, investment, guarantee, donation, reorganization, remuneration of operators, profit distribution, etc.
(3) Deciding to hire or dismiss accounting firms, asset appraisal institutions and other intermediary institutions.
(four) the implementation of financial supervision and financial assessment of operators.
(five) to appoint or recommend the chief financial officer to a wholly-owned or holding enterprise in accordance with the regulations.
Investors should perform their financial management responsibilities through the shareholders' meeting, the board of directors or other forms of internal institutions, or entrust some financial management responsibilities to operators through the company's articles of association, internal system and contract.
Thirteenth operators' financial management responsibilities mainly include:
(a) to formulate internal financial management system, financial strategy, financial planning, and prepare financial budget.
(two) to organize the implementation of enterprise financing, investment, guarantee, donation, restructuring and profit distribution and other financial programs, and to fulfill the debt repayment obligations of enterprises in good faith.
(three) the implementation of the provisions of the state on the labor remuneration and labor protection of employees, pay social insurance premiums and housing accumulation funds according to law, and protect the legitimate rights and interests of employees.
(4) Organizing financial forecasting and financial analysis, and implementing financial control.
(five) to prepare and provide enterprise financial accounting reports, truthfully reflect the financial information and related materials.
(six) to cooperate with relevant institutions in auditing, evaluation and financial supervision according to law.
Chapter III Fund Raising
Article 14 An enterprise may accept investors' contributions in the form of monetary funds, physical objects, intangible assets, stock rights and specific creditor's rights. Among them, specific creditor's rights refer to convertible bonds issued by enterprises according to law and creditor's rights converted into equity according to relevant regulations.
Where an enterprise accepts investors' investment in non-monetary assets and laws and administrative regulations have provisions on investment methods, procedures and evaluation and pricing, those provisions shall prevail.
Enterprises that accept investors' investment in intangible assets such as trademark rights, copyrights, patents and other proprietary technologies shall conform to the proportion stipulated by laws and administrative regulations.
Article 15 Where an enterprise raises equity funds by absorbing direct investment or issuing shares according to law, it shall formulate a financing plan, determine the financing scale, perform internal decision-making procedures and necessary examination and approval procedures, and control the financing cost.
The paid-in capital raised by an enterprise shall entrust a statutory capital verification institution to verify capital according to law and issue a capital verification report.
Article 16 An enterprise shall implement the relevant state capital management system, issue a capital contribution certificate to the investor according to the capital verification report within 30 days after the industrial and commercial registration is approved, and determine the legitimate rights and interests of the investor.
During the period of continuous operation, the paid-in capital raised by an enterprise may be transferred or reduced by investors in accordance with the provisions of laws, administrative regulations and the articles of association of the enterprise, and investors may not withdraw or withdraw their capital contribution in disguise.
Unless otherwise provided by the Company Law and other relevant laws and administrative regulations, an enterprise may not buy back the shares issued by it. When an enterprise repurchases shares according to law, it shall meet the relevant conditions and financial treatment measures, which shall be decided by investors independently.
Article 17 If the actual investment of investors exceeds the registered capital (including stock premium), the enterprise shall manage it as capital reserve.
After deliberation and decision by investors, the capital reserve is used for capital increase. Unless otherwise stipulated by the state, such provisions shall prevail.
Article 18 The surplus reserve fund drawn by an enterprise from its after-tax profits includes statutory reserve fund and arbitrary reserve fund, which can be used to make up the losses of the enterprise or increase its capital. After the statutory reserve fund is converted into the statutory reserve fund, the part retained by the enterprise shall not be less than 25% of the registered capital before the conversion to the statutory reserve fund.
Article 19 When an enterprise increases its paid-in capital or converts it into paid-in capital from capital reserve or surplus reserve, the investor shall go through the relevant financial matters and industrial and commercial change registration after fulfilling the financial decision-making procedures.
Twentieth enterprises to obtain all kinds of financial funds, according to the following circumstances:
(a) belongs to the state direct investment, capital injection, increase the state capital or state-owned capital reserve in accordance with the relevant provisions of the state.
(two) belong to the investment subsidy, increase the capital reserve or paid-in capital. When the state allocates funds, if there are provisions on ownership, such provisions shall apply; If there is no provision, it shall be enjoyed by all investors.
(three) belongs to the loan discount, special fund subsidies, as enterprise income.
(4) Funds borrowed and repaid by the government shall be managed as corporate debts.
(five) belong to make up for losses, rescue losses or other purposes, as enterprise income.
Twenty-first enterprises to raise debt funds by borrowing, issuing bonds, financing lease, etc. According to the law, the purpose of the raised funds should be clarified, necessary capital structure decisions should be made according to the cost of funds, debt risk and reasonable capital demand, and a written contract should be signed.
The funds raised by enterprises for fixed assets investment projects shall comply with the national industrial policies, industrial planning, and the proportion of their own capital.
When raising funds, an enterprise shall account for and use them in accordance with regulations, and perform the contract in good faith and accept supervision according to law.
Chapter IV Asset Operation
Article 22 An enterprise shall, according to the principle of balance between risk and income and business needs, determine a reasonable asset structure and implement dynamic management of the asset structure.
Article 23 An enterprise shall establish an internal fund dispatching control system, specify the conditions, authority and procedures for fund dispatching, and uniformly raise, use and manage funds. Enterprises should pay and allocate funds in accordance with the provisions of the internal financial management system, and handle relevant procedures with valid contracts and legal documents.
Enterprises shall pay and allocate funds abroad in accordance with the relevant provisions of the State Administration of Foreign Exchange.
Enterprise groups can implement centralized and unified management of internal funds, but they shall abide by the laws and administrative regulations of the state on financial management and shall not harm the interests of member enterprises.
Article 24 An enterprise shall establish a contract financial audit system, clarify business processes and examination and approval authority, and implement financial monitoring.
Enterprises should strengthen the management of accounts receivable, assess the credit risk of customers, track the performance of customers, implement the responsibility of collection, and reduce the loss of bad debts.
Twenty-fifth enterprises should establish and improve the inventory management system, standardize the examination and approval procedures for inventory purchase, and pay the goods in accordance with the contract and internal examination and approval system.
Enterprises can choose suppliers through bidding and implement bulk purchasing.
Article 26 An enterprise shall establish a system for the purchase, construction, use and disposal of fixed assets.
Enterprises can choose and determine their own depreciation methods for fixed assets, consult intermediaries and relevant experts, and be examined and approved by investors. Once the depreciation method of fixed assets is selected, it shall not be changed at will. If it is really necessary to change, it shall explain the reasons and obtain the consent of the investors.
Enterprises purchasing and constructing important fixed assets and carrying out major technological transformation shall go through feasibility study, perform financial decision-making procedures in accordance with the internal examination and approval system, and carry out decision-making and implementation responsibilities.
After the project under construction is delivered for use, the enterprise shall complete the final accounts within one year.
Article 27 An enterprise's foreign investment shall conform to the provisions of laws, administrative regulations and relevant policies of the state, meet the requirements of the enterprise's development strategy, conduct feasibility studies, perform examination and approval procedures in accordance with the internal examination and approval system, and carry out decision-making and implementation responsibilities.
An enterprise shall sign a written contract for foreign investment, clarify its investment rights and interests, and implement financial supervision. Payment of investment funds in accordance with the contract shall be implemented in accordance with the internal examination and approval system of the enterprise.
Enterprises investing abroad shall also be examined and approved by investors, and shall abide by the provisions of the state on the examination and approval of overseas investment projects and foreign exchange management.
Article 28 Intangible assets acquired by enterprises through self-creation, purchase and investment. , should be clearly defined in accordance with the law, the implementation of financial responsibilities related to business management.
Intangible assets transfer, lease, pledge, authorized operation, chain operation and foreign investment, etc. The enterprise shall sign a written contract to clarify the rights and obligations of both parties and reasonably determine the transaction price.
Article 29 An enterprise shall abide by laws, administrative regulations and relevant provisions in its external guarantee, take corresponding risk control measures according to the credit standing and solvency of the guaranteed unit and the internal examination and approval system, establish a memorandum book for registration, and implement follow-up supervision.
Enterprises should abide by laws, administrative regulations and relevant financial regulations when donating to foreign countries, formulate implementation plans, clarify the scope and conditions of donation, implement implementation responsibilities, and strictly handle the handover procedures of donated assets.
Article 30 An enterprise engaging in futures, options, securities, foreign exchange trading or entrusting other institutions with financial management shall not affect the normal development of its main business. It shall sign a written contract, establish a transaction reporting system, conduct regular reconciliation and control risks.
Article 31 An enterprise engaged in agency business shall strictly perform the contract, manage the agency business and self-operated business separately, and shall not misappropriate the client's funds or pass on the business risks to each other.
Article 32 An enterprise shall establish a management system for various assets loss or impairment reserves. Once the standard of asset loss or impairment reserve is selected, it shall not be changed at will. Enterprises can consult intermediaries and related experts when formulating accrual standards.
An enterprise shall carry out the responsibility of asset supervision after making provision for loss or impairment. Assets that can be recovered or used continuously and there is no evidence to prove the actual loss shall not be written off.
Article 33 Assets losses incurred by an enterprise shall be verified in time, the responsibilities shall be ascertained, the losses shall be recovered, and the losses shall be handled according to the prescribed procedures.
Asset losses identified in enterprise restructuring shall be written off by undistributed profits, surplus reserves, capital reserves and paid-in capital in turn after approval.
Thirty-fourth enterprises to sell, mortgage, replacement, scrap and other ways to deal with assets, should be in accordance with the relevant provisions of the state and the internal financial management system of the enterprise's authority and procedures. Among them, if the disposal of major fixed assets involves business adjustment or asset reorganization, it shall be implemented in accordance with the business adjustment or asset reorganization plan approved by investors.
Thirty-fifth enterprises shall abide by the relevant provisions of the state and settle accounts according to the transactions between independent enterprises. Investors or business operators shall not use related party transactions to illegally convey the economic interests of enterprises or manipulate the profits of related enterprises.
Chapter V Cost Control
Thirty-sixth enterprises should establish a cost control system, strengthen the cost budget constraints, implement quality cost control measures, and implement cost quota management, staff management and whole process control.
Thirty-seventh enterprises to implement centralized and graded cost management and budget control, should establish the necessary scope of expenses, standards and reimbursement approval system.
Article 38 The funds needed for technological research and development and transformation of scientific and technological achievements of enterprises can be raised by establishing R&D reserves, which are actually included in the relevant asset costs or current expenses.
Enterprise groups that meet the requirements prescribed by the state can concentrate on the use of research and development expenses for independent research and development of leading products and core technologies of enterprises.
Article 39 Enterprises shall implement safe production, clean production, pollution control, prevention and control of geological disasters, ecological restoration and environmental protection. , according to the relevant national standards included in the cost of related assets or current expenses.
Article 40 Sales discounts, discounts and payment of necessary commissions, kickbacks, handling fees, service fees, commissions, kickbacks, admission fees, business incentives, etc. Enterprises shall sign relevant contracts and perform internal examination and approval procedures.
Commissions, insurance premiums and freight collected or paid by enterprises in import and export business shall be handled according to the price conditions stipulated in the contract.
Enterprises that pay fees to individuals and non-operating units should strictly perform internal approval and payment procedures.
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Chapter X Supplementary Provisions
Seventy-seventh institutions that implement enterprise management shall apply these general principles mutatis mutandis.
Article 78 These General Rules shall come into force on June 6+1October 6+1October 6, 2007.
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