MEASURES FOR THE ADMINISTRATION OF AGENCY BOOKKEEPING

the Ministry of Finance of the People’s Republic of China

Order of the Ministry of Finance of the People’s Republic of China

No. 27

The Measures for the Administration of Agency Bookkeeping, which were adopted at the executive meeting of the Ministry of Finance
after deliberation, are hereby promulgated, and shall go into effect as of March 1st, 2005.

Minister of the Ministry of Finance, Jin Renqing

January 22nd, 2005

Measures for the Administration of Agency Bookkeeping

Article 1

With a view to strengthening administration of bookkeeping agencies, regulating the agency bookkeeping business, and promoting the
healthy development of the agency bookkeeping industry, the present Measures are formulated in accordance with the Accounting Law
of the People’s Republic of China and the provisions of other laws and regulations.

Article 2

The present Measures shall apply to the establishment of bookkeeping agencies and any agency bookkeeping business handled by a bookkeeping
business agency under the entrustment of a client.

The term “bookkeeping agency” as mentioned in the present Measures shall refer to an intermediary institution that undertakes agency
bookkeeping business.

The term “client” as mentioned in the present Measures shall refer to an entity that entrusts a bookkeeping agency to handle its accounting
business.

The term “agency bookkeeping” as mentioned in the present Measures shall refer to the bookkeeping carried out by a bookkeeping agency
on a commission basis.

Article 3

Anyone who applies for the establishment of a bookkeeping agency other than an accounting firm shall be subject to the approval of
the finance department (hereinafter referred to as the examination and approval authority) of the people’s government at or above
the level of the county at his locality, and shall obtain the certificate of agency bookkeeping license as made and printed uniformly
by the Ministry of Finance. The specific examination and approval authority shall be determined by the finance department of the
people’s government of the province, autonomous region, municipality directly under the Central Government and the city directly
under state planning.

Article 4

The following conditions shall be met for the establishment of a bookkeeping agency unless laws or administrative regulations provide
otherwise:

1.

There are more than three full-time personnel who have obtained the qualification certificate of accounting practice;

2.

The person in charge of the agency bookkeeping business shall have the qualification of the professional technical post above the
professional post_title of an accountant or above;

3.

Having a fixed place of office; and

4.

Having sound rules for agency bookkeeping business and financial accounting management system.

Article 5

Anyone who applies to undertake agency bookkeeping business shall file an application with the examination and approval authority
and enclose the following materials:

1.

The agreement or the articles of association of the institution;

2.

The identity certificates of the personnel, the qualification certificates of accounting practice, the certificate documents certifying
that the person in charge of the agency bookkeeping business has the qualification of professional technical post above the professional
post_title of an accountant or above;

3.

The written commitment of the person in charge of the agency bookkeeping business and the full-time personnel who have obtained the
qualification certificate of accounting practice, which certifies that they are on their full-time practice in the institution;

4.

The business address and the certificate of the ownership or use right of the office accommodations;

5.

The rules for agency bookkeeping business and the financial accounting management system; and

6.

The relevant materials certifying that the name of the agency is approved by the administrative department of industry and commerce.

Article 6

The examination and approval authority shall decide whether or not to grant approval within 20 days from receipt of the application.
If it cannot make a decision within 20 days, it may extend 10 days upon the approval of the person-in-charge of the examination and
approval authority, and notify the applicant of the reasons for the extension.

Article 7

For the applicant that is found to meet the prescribed conditions upon examination, the examination and approval authority shall send
the documents of approval and issue the certificate of agency bookkeeping license within10 days from the date when it makes the approval
decision. If the examination and approval authority decides not to grant approval, it shall send a written decision to the applicant
and explain the reasons, and notify the applicant of his right to apply for administrative reconsideration or file administrative
litigation according to law.

If the finance department of the people’s government below the provincial level makes the approval decision, the examination and approval
authority shall send a copy of the documents of approval to the finance department of the people’s government at the provincial level
at its locality.

Article 8

An applicant shall go through the formalities of industry and commerce registration according to law after having obtained the certificate
of agency bookkeeping license upon approval.

Article 9

A bookkeeping agency shall put the certificate of license for agency bookkeeping at an eye-catching place of its office place.

Article 10

In case a bookkeeping agency changes its name, the person-in-charge of the agency or the business place, it shall go through the formalities
of registration of changes with the examination and approval authorities according to law.

Article 11

Any entity that shall sets up account books but does not meet the required conditions for setting up an accounting organ or accountant
posts shall entrust an bookkeeping agency to handle its accounting business.

Article 12

A bookkeeping agency may handle the following business of a client upon entrustment:

1.

Conducting business accounting in light of the provisions of the uniform accounting system of the state and on the basis of the source
documents and other materials provided by the client, including examining the source documents, filling in evidence for keeping accounts,
registering account books, or compiling financial reports, and etc.;

2.

Providing financial reports externally;

3.

Providing taxation materials to the tax authority; and

4.

Other accounting businesses entrusted by the client.

Article 13

A client shall, when entrusting a bookkeeping agency to keep accounts, conclude a written entrustment contract with the bookkeeping
agency on the basis of mutual negotiation. The entrustment contract shall clarify the following contents apart from the basic clauses
as prescribed by law:

1.

The responsibility assumed by the client and the fiduciary trustee for the authenticity and completeness of the accounting materials;

2.

The procedures for the transfer of accounting materials and the formalities for signing for them;

3.

Requirements for compiling and providing financial reports;

4.

The requirements for keeping the accounting archives and the corresponding liabilities; and

5.

The handing over and taking-over of accounting affairs after the termination of the entrustment contract.

Article 14

The client that entrusts a bookkeeping agency to keep accounts shall perform the following obligations:

1.

Filling in or obtaining the source documents that complies with the provisions of the uniform accounting system of the state for the
economic business items which occurred in its own entity;

2.

Staffing itself with personnel specifically assigned for taking charge of the routine income and expense of currency and the keeping
thereof;

3.

Providing truthful and complete source documents and other relevant materials to the bookkeeping agency in an timely manner; and

4.

For the source document returned by the bookkeeping agency, which requires the client to make correction and supplementation on it
in a timely manner in light of the provisions of the uniform accounting system of the state, it shall make correction and supplementation
in time.

Article 15

The bookkeeping agency and its personnel shall perform the following obligations:

1.

Handling bookkeeping business for the client according to the entrustment contract, and complying with the relevant laws, administrative
regulations and the provisions of the uniform accounting system of the state;

2.

Keeping secret to any business secrets it knows of when it carries out the business;

3.

Refusing any pressure from its clients to undertake the client’s hint on making improper accounting disposal and providing untrue
accounting materials, and other requests not complying with laws, administrative regulations or the provisions of the uniform accounting
system of the state; and

4.

Giving explanations for the questions put forward by the client concerning the relevant principle of accounting.

Article 16

After being signed and sealed by the person-in-charge of the bookkeeping agency and the client, The financial report compiled by a
bookkeeping agency for a client shall be offered externally in light of the relevant laws, administrative regulations and the provisions
of the uniform accounting system of the state.

Article 17

A client shall assume responsibilities to a bookkeeping agency for its or his acts within the scope of the stipulations of the entrustment
contract.

A bookkeeping agency shall assume responsibilities for the business activities of its full-time and part-time personnel.

Article 18

The finance department of the people’s governments at or above the county level shall conduct supervision over and inspection on bookkeeping
agencies and their undertaking of agency bookkeeping businesses.

Article 19

A bookkeeping agency shall submit the following materials to corresponding examination and approval authority before April 30 each
year:

1.

The basic information form of the bookkeeping agency (See the Attached Form);

2.

Business license, certificate of ownership or use right of its office accommodations; and

3.

The identity certificates, qualification certificate of accounting practice and qualification certificates of the accounting professional
technical post of the full-time and part-time personnel.

Article 20

In case a bookkeeping agency obtains the certificate of agency bookkeeping license by fraudulent means, the examination and approval
authority shall revoke its qualification of agency bookkeeping.

In case a bookkeeping agency cannot meet the conditions for establishment as prescribed by the present Measures during the period
of business operation, the finance department of the people’s government at or above the county level shall order it to make rectification
within a period of no more than two months; if it still fails to meet the prescribed conditions, the examination and approval authority
shall withdraw its qualification of agency bookkeeping.

Article 21

In case a bookkeeping agency is under any of the following circumstances, the examination and approval authority shall handle write-off
formalities, and take back the certificate of approval or make a public announcement for the following matters:

1.

The bookkeeping agency terminates according to law;

2.

The administrative license of the bookkeeping agency is revoked or withdrawn according to law; or

3.

Other circumstances under which the administrative license shall be written off as prescribed by laws or regulations.

Article 22

In case a bookkeeping agency is under any of the following circumstances, the finance department of the people’s government at or
above the county level shall order it to make correction, if it refuses to make correction, it shall be made public by an announcement:

1.

Violating the provisions of Article 9 and 10 of the present Measures; or

2.

Violating the provisions of Article 15 and 19 of the present Measures and failing to explain the reasons to the examination and approval
authority.

Article 23

In case a bookkeeping agency or any of its personnel who undertakes the agency bookkeeping business violates any accounting law, administrative
regulation or the provisions of the uniform accounting system of the state in handling business, the finance department of the people’s
government at or above the county level shall punish it according to the provisions of the Accounting Law of the People’s Republic
of China and relevant regulations.

In case a bookkeeping agency violates the present Measures and the relevant provisions of the State and results in the confusion of
the business accounting of its client, impairs the interests of the State and the client, or the client purposely conceals the truth
from the bookkeeping agency or the client and the bookkeeping agency conspire to provide false accounting materials, they shall bear
corresponding legal liabilities.

Article 24

In case anyone undertakes agency bookkeeping business without approval, the finance department of the people’s government at or above
the county level shall order him to make correction and make a public notice on this.

Article 25

In case the a finance departments of the people’s governments at or above the county level or any of its their staff members abuses
its/his power, is derelict of duty, or seeks private gains during the process of conducting administration, they shall be subject
to administrative punishment according to law; if a crime is constituted, they shall be prosecuted for criminal liabilities according
to law.

Article 26

The time limit for examination and approval as prescribed by the present Measures shall be calculated by workdays, excluding legal
festivals or holidays.

Article 27

The finance departments of the people’s governments at the provincial level shall formulate specific implementation measures according
to the present Measures, and report to the Ministry of Finance for archival purpose.

Article 28

The present Measures and other relevant provisions shall be abided by for the application of foreign-funded bookkeeping agency.

Article 29

The present Measures shall go into effect as of March 1st, 2005, the Interim Measures for the Administration of Agency Bookkeeping
(No.24 [94] of the Ministry of Finance) as promulgated by the Ministry of Finance on June 23rd, 1994, shall be abolished simultaneously.