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Provisions of the People's Republic of China on Financial Management of Chinese-foreign Joint Ventures

article 1 in order to strengthen the financial management and financial supervision of Chinese-foreign joint ventures and protect the legitimate rights and interests of investors, these provisions are formulated in accordance with the law of the people's Republic of China on Chinese-foreign joint ventures and other relevant laws and regulations. Article 2 With the approval of the Ministry of Foreign Economic Relations and Trade of the People's Republic of China or its authorized institutions, all financial and accounting activities of Chinese-foreign equity joint ventures (hereinafter referred to as joint ventures) located in China shall abide by the provisions of relevant laws and regulations of China, and be subject to inspection and supervision by the financial and tax authorities. The joint venture shall provide relevant information to the inspectors, who shall be responsible for keeping the information provided by the joint venture confidential. Article 3 A joint venture must establish and improve its financial and accounting institutions. Financial accounting institutions should be located in China. Financial accounting work must be carried out in this enterprise. Article 4 A joint venture shall formulate its own financial accounting system in accordance with the regulations and financial accounting system for Sino-foreign joint ventures issued by the People's Republic of China and the Ministry of Finance of the People's Republic of China and in combination with the specific conditions of the enterprise, and report it to the competent department of the enterprise, the financial organ at the same level and the local tax authorities for the record. If the filing department considers that the financial accounting system of the enterprise is in conflict with the laws and regulations of China, it shall require the enterprise to modify it. Article 5 A joint venture must strengthen the management of its invested capital, property and materials to ensure the safety and integrity of its property. We must strengthen cost management, strive to reduce costs and enhance competitiveness. We must strengthen the management of creditor's rights and debts, special funds and foreign exchange funds to improve the efficiency of fund use. Article 6 A joint venture shall submit monthly, quarterly and annual accounting statements to the parties to the joint venture, the competent department of the joint venture, the financial organ at the same level and the local tax authorities as required. The annual accounting statements shall be submitted to the original examination and approval authority. The annual accounting statements of key joint ventures designated by the Ministry of Finance shall also be copied to the Ministry of Finance. Article 7 All parties to a joint venture shall pay their respective capital contributions within the time limit stipulated in the contract. For the overdue part, late interest or compensation for losses shall be paid according to the provisions of the contract. After the parties to the joint venture have paid their capital contributions, they shall apply for a certified public accountant approved by the China Municipal Government to verify the capital. After capital verification, a capital verification report shall be issued by a certified public accountant in China, and the joint venture shall issue a capital contribution certificate to all parties to the joint venture accordingly. The capital verification must be completed within 6 days after the capital contribution. Article 8 A joint venture must strengthen its financial management during the preparation period. During the preparation period of the joint venture, that is, from the signing of the contract to the start of operation, the expenses such as the salary of the preparatory staff, travel expenses and staff training fees can be listed as the start-up expenses. The start-up expenses shall be amortized by stages after the enterprise is put into operation, and the annual amortization amount shall not exceed 2%. The expenses for purchasing and constructing fixed assets and intangible assets of a joint venture and the interest expenses that should be included in the project cost during the capital construction period shall not be listed as the start-up expenses. Article 9 The standards for the division of fixed assets and the depreciation period of a joint venture shall be implemented in accordance with the Detailed Rules for the Implementation of the Income Tax Law of the People's Republic of China and Chinese-foreign Joint Ventures. Article 1 During the term of a joint venture, the parties to the joint venture shall not withdraw their registered capital in any name or manner. Article 11 In order to obtain the right to use the site, a joint venture must pay the site use fee. The standard of site use fee and its payment method shall be implemented in accordance with the provisions of the people's governments of provinces, autonomous regions and municipalities directly under the Central Government where the joint venture is located. Site use fees can be charged as costs. If the right to use the site has been invested by the Chinese side, the joint venture will no longer pay the site use fee. Article 12 A joint venture shall, in accordance with the standards approved by the finance and labor departments of the provinces, autonomous regions and municipalities directly under the Central Government where it is located, pay the Chinese employees labor insurance premium, medical welfare expenses, and various subsidies such as rent and price provided by the state to the employees. The above expenses are charged from the cost. The labor insurance premium shall be turned over by the joint venture to the department in charge of labor insurance for Chinese employees of the joint venture. The medical welfare funds shall be kept in the enterprise, used for the medical welfare expenses of Chinese employees, and the subsidies such as rent and price shall be turned over to the local financial organ by the joint venture. Article 13 A joint venture shall allocate 2% of the total wages of its employees to the trade union every month, which shall be included in the cost of the enterprise. Trade union funds shall be managed and used by the trade union of this enterprise in accordance with the relevant provisions of the All-China Federation of Trade Unions. Article 14 A joint venture shall pay various taxes in accordance with the relevant tax laws of the People's Republic of China. The profit after tax should first be extracted from the reserve fund, the employee reward and welfare fund and the enterprise development fund. The withdrawal ratio of each fund shall be determined according to the contract or by the board of directors. The "reserve fund" can be used to increase the capital and expand production of the joint venture with the approval of the joint venture's examination and approval authority. The "enterprise development fund" can be used to purchase fixed assets, increase liquidity and expand the production and operation of enterprises. Part of the "employee reward and welfare fund" is used for the non-recurrent rewards of employees such as advanced producer award, invention award and year-end award, and part of it is allocated to the trade union of this enterprise for the collective welfare expenses such as building employee dormitories. Article 15 The distributable profits of a joint venture after the withdrawal of the "three funds" according to Article 14 of these Provisions shall be distributed according to the proportion of capital contribution of each party to the joint venture. The undistributed profits of previous years can be merged into the profits of this year for distribution. The profits shared by the foreign party in proportion to its capital contribution may be remitted according to law or used for reinvestment in China. The profits shared by China joint venturers in proportion to their capital contribution shall be handled in accordance with the measures of the People's Republic of China and the Ministry of Finance on the distribution and management of profits shared by Chinese investors in Sino-foreign joint ventures.