No. 42

The Financial Rules for Financial Enterprises have been deliberated and adopted at the executive meeting of this Ministry. They are
hereby promulgated and shall enter into force as of January 1, 2007.
Minister of the Ministry of Finance, Jin Renqing

December 7, 2006

Financial Rules for Financial Enterprises
Chapter I General Rules

Article 1

In order to strengthen the financial management of financial enterprises, regulate the financial acts of financial enterprises, promote
the establishment and improvement of the legal person governance structure, prevent the financial risks of financial enterprises,
protect the lawful rights and interests of financial enterprises and of the parties concerned, and maintain the social and economic
order, these Rules are formulated according to the relevant laws, administrative regulations, and relevant provisions of the State
Council.

Article 2

The state-owned and state controlling financial enterprises, financial controlling companies, guaranty companies, urban commercial
banks, rural commercial banks, rural cooperative banks, credit cooperatives (hereinafter referred to as the financial enterprises)
established within the territory of China according to law shall be governed by these Rules.

Other financial enterprises shall implement these Rules by analogy.

Article 3

According to these Rules and the needs of its development, a sound internal financing management system shall be established by a
financial enterprise, a functional department for financing management shall be set up, professional personnel for financing management
shall be equipped with, the methods, such as planning, forecasting, making budgets, controlling, supervising, evaluating, accessing
and analyzing shall be synthetically used to raise funds, operate assets, control costs, distribute proceeds, allocate resources,
reflect the status of business operation, prevent and eliminate financial risks, realize the continuous business operation and maximize
the value.

Article 4

The financial management work of the financial enterprises shall be guided, administered and supervised by their respective level
of the finance departments of the people’s governments (hereinafter referred to as the finance departments).

The institution dispatched by the finance departments of a provincial people’s government or above shall guide, administer and supervise
the financial management work of the financial enterprises in accordance with the prescribed functions.

Within 30 days after it completes the industrial and commercial registration, the photocopies of its establishment approval certificate,
business license, capital verification certification, and articles of association shall be filed with the finance department at the
same level by a financial enterprise.

In case a financial enterprise split up, incorporate, establish a branch, or modify any key industrial and commercial registration
item, the photocopies of the relevant modification documents shall be filed with the finance department at the same level by a financial
enterprise within 30 days after it completes the modification to the industrial and commercial registration.

Article 5

A financial enterprise shall pay taxes according to the law. In case the financial treatment of a financial enterprise is inconsistent
with any provision of any law or administrative regulation on taxation, it shall be adjusted in accordance with law when paying taxes.

Chapter II Functions and Powers

Article 6

The following functions in financial management shall be performed by the finance department:

(1)

Supervising the financial enterprises’ implementation of these Rules and other provisions on financial management, guiding and urging
financial enterprises to establish a sound internal financial management system;

(2)

Guiding and urging financial enterprises to establish a sound financial risk control system, monitoring the financial risks and business
operation status of financial enterprises and supervising the financial acts of financial enterprises;

(3)

Enhancing the administration of the financial information of financial enterprises and implementing financial evaluation of financial
enterprises;

(4)

Supervising financial enterprises’ acceptance of the social audit and asset assessment;

(5)

Formulating and implementing the finance and financial policies on promoting the reform and development of financial enterprises,
and organizing professional trainings to the financial managerial personnel of financial enterprises; and

(6)

Other financial management functions as provisioned in the relevant laws and administrative regulations.

Article 7

A financial enterprise’s investors (hereinafter refers to as investors) usually perform the following financial management powers
via the (general) meeting of shareholders, board of directors or any other form of governance body:

(1)

Executing and urging the business operator to implement the provisions of the state on the financial management of financial enterprises;

(2)

Determining the internal financial management system and clarifying the financial management powers of the business operator;

(3)

Determining the set-up of functional department for financial management;

(4)

Determining the financial plans, financial budgets, fund-raising, investment, disposal of important assets, and according to law,
guaranteeing beyond the scope of the main guaranty business, donation, reorganization, remuneration to the business operators, profit
distribution and other important financial affairs;

(5)

Implementing financial supervision over and financial evaluation of the business operator and deciding to hire or dismiss the financial
person-in-charge;

(6)

Determining to hire or dismiss the social intermediary agency which engages in businesses of social audit and asset assessment; and

(7)

Performing other financial management powers under the articles of association.

The investors may vest in all or some of their financial management powers to the business operator by way of system criterion or
articles of association.

The chief financial officer may be appointed or recommended by the financial enterprise to any controlling enterprise according to
the provisions.

Article 8

A financial enterprise’s business operator (hereinafter referred to as the business operator) performs the following financial management
powers according to provisions:

(1)

Executing the relevant provisions of the state on the financial management of financial enterprises;

(2)

Working out internal financial management bylaws, submitting them to the finance department at the same level under the approval of
the investors, and organizing the concrete implementation thereof;

(3)

Organizing the financial forecasts, working out drafts of financial plans and financial budgets, and implementing the financial control,
analyses and evaluation;

(4)

Organizing the execution of financial management plans on fund raising, investment, disposal of important assets, guaranty, donation,
reorganization, and profit distribution;

(5)

Organizing the examination and approval of financial affairs;

(6)

Organizing to pay taxes and administrative fees;

(7)

Carrying out the relevant provisions of the state on the remunerations to employees and labor protection, paying social insurance
premiums, housing accumulation funds, etc., and guaranteeing the lawful rights of the employees;

(8)

Collecting the financial information and organizing the preparation and submission of financial statements;

(9)

Bringing forward proposals on hiring or dismissing the financial person-in-charge;

(10)

Cooperating in the audit, evaluation and inspection carried out by the related institutions; and

(11)

Performing other financial management powers in light of the articles of association as well as the requirements of the (general)
meeting of shareholders.

Chapter III Financial Risks

Article 9

In accordance with these Rules as well as the requirements of its internal financial management bylaws, a sound financial risk control
system concerning the identification, measurement, monitoring and control of financial risks shall be set up by a financial enterprise,
the power, procedures, emergency plan and specific measures for the management of financial risks, liabilities of the parties concerned
to any financial risk shall be nailed down, and the financial risks shall be prevented and eliminated.

Article 10

A financial enterprise shall set up a standard and effective capital replenishment mechanism, maintain its business scale adaptive
to its capital scale, and meet the capital adequacy ratio and solvency requirements as prescribed in the related laws and regulations.

Its capital adequacy ratio may not be less than 8% if a financial enterprise engages in businesses of a commercial bank and its core
capital adequacy ratio may not be less than 4%. Its solvency adequacy ratio may not be less than the prescribed figure if a financial
enterprise engages in insurance businesses. Its net capital liability ratio shall comply with the corresponding requirement as prescribed
if a financial enterprise engages in securities businesses.

Article 11

In light of the principle of guaranteeing the interests of the parties concerned, ensuring the solvency and carrying out the continuous
business operation and according to the relevant laws and regulations, the asset/liability ratio shall be controlled and enough amount
of fund to repay the debts shall be prepared by a financial enterprise.

As a financial enterprise engaging in the banking businesses, a deposit reserve and enough amount of payment fund shall be prepared.
As a financial enterprise engaging in the insurance business, a capital reserve shall be prepared at 20% of the registered capital
and deposited in a designated bank, which is not used except for repaying debts when liquidating. As a financial enterprise engaging
in securities businesses, the asset/liability ratio shall meet the corresponding requirement as prescribed.

Article 12

The estimation of various types of assets shall be carried out on a regular basis or at least by the end of each year, and the dynamic
evaluation shall be gradually realized. According to the provision, the risks shall be classified into different categories and asset
impairment provision on the difference between the recoverable amount and the book value shall be made in accordance with the related
provisions of the state.

For an asset with an impairment provision, the supervisory responsibilities shall be fulfilled by the financial enterprise. In case
it is recoverable or can be used continuously, it shall be recovered or used. In case a loss has been made, it shall be verified
and written off in accordance with the related procedures. In case it has been written off, the records of written-off accounts shall
be preserved.

Article 13

As a the financial enterprise, the changes of market interest rates and exchange rates shall be timely analyzed to forecast the likely
risks and the financial derivative instruments shall be accepted to decrease the loss to be incurred by any interest rate risk or
exchange rate risk in light of the prescribed procedures.

Article 14

In case a financial enterprise has any connected transaction, the prescribed procedures shall be carried out and the total amount
and scale shall be controlled according to the provision, and the principle of openness, fairness and impartiality shall be followed,
the price for the resource, labor service or obligation shall be determined and timely settled, the acts of dominating profits or
dodging taxes through the connected transaction are forbidden.

Article 15

In case a financial enterprise entrusts any other institution to offer financial management services or engage in other businesses,
a risk assessment shall be made, a written contract shall be concluded to clarify the authorization and the concrete operation procedures,
the accounts shall be regularly checked and specific measures for the prevention of risks shall be formulated.

In case a financial enterprise entrusts any other institution to offer financial management services or conduct other businesses,
its devoted fund may not impact its main business and the related revenue shall be integrated into the in-statement accounting.

Article 16

In case a financial enterprise is entrusted to grant loans, engage in derivative products, conduct securities future transactions,
buy and sell gold, manage assets or carry out other businesses, the entrusted businesses shall be separated from its own businesses
and the distribution of the proceeds and the bearing of the liabilities shall be according to the contractual stipulations. The client’s
fund may not be misappropriated; the business risks may not be transferred to the client.

Article 17

In case a financial enterprise provides an external guaranty, it shall conform to the related laws and administrative regulations,
in accordance with the credit standing and solvency of the party guaranteed, the corresponding risk control measures shall be taken,
the account books for check shall be established and follow-up supervision shall be timely conducted.

In case a financial enterprise plans to provide a guaranty beyond the scope of its main guaranty business, a resolution shall be made
by its (general) meeting of shareholders or board of directors. In case it wants to provide an external guaranty to its investors
or to its actual controller, a resolution shall be made by its (general) meeting of shareholders.

Article 18

The total volume of off-statement businesses shall be controlled by the financial enterprise according to its capital scale.

On the basis of the risk levels, the authorization decisions about the off-statement businesses shall be made by the financial enterprise,
the authorization decisions shall be strictly executed and any illegal practice is forbidden.

All off-statement businesses shall be timely recorded, the changes shall be tracked and checked to the off-statement businesses, the
possible losses shall be forecasted and the possible losses shall be disclosed according to the related provisions.

Article 19

For establishing a branch institution, the working capital shall be appropriated in keeping with the business scale of the branch
institution to be established, which may not exceed the prescribed amount.

The financial management system of unified accounting and fund disposition and hierarchical management in respect of its branch institutions
shall be adopted. In case conditions are ripe, a financial management system of unified accounting and fund disposition and unit-based
business management shall be adopted.

The financial supervision over its branch institutions shall be strengthened, the abnormal changes of funds shall be paid attention
to, the follow-up analyses of the financial indicator of its branch institutions shall be supervised and made, and its overseas branch
institutions shall be urged to comply with the provisions of the corresponding country (region) governing the financial management
of financial enterprises.

Chapter IV Fund Raising

Article 20

The raising of capital of a financial enterprise shall be subject to the related provisions of the state on capital management, a
fund-raising plan shall be worked out according to its development strategy and business plan and the prescribed procedures shall
be performed.

Within the scope permitted by the laws and administrative regulations, the financial enterprise may accept capital contributions with
a currency, as well as kind, intellectual property, land use right and other non-currency properties, of which the value may be assessed
in a currency and which may be transferred to others, or raise capital by way of issuing stocks.

To accept any capital contribution of non-currency property, its value shall be evaluated, the property shall be verified and the
value upon assessment and confirmation or as stipulated in the contract shall be recorded. For any capital raised by way of issuing
stocks, the value shall be recorded in accordance with the par value of the stocks.

To raise capital, a financial enterprise shall hire an accounting firm to check the capital. A capital contribution certificate shall
be issued to the investors after it has gone through the formalities for the industrial and commercial registration.

Article 21

During the continuous business operation period of this financial enterprise, the capital raised by a financial enterprise may not
be withdrawn except for lawful transfer by the investors.

During the course of raising capital of a financial enterprise, the amount of capital contributions of the investors in excess of
the capital (including the net surplus on stocks) shall be reckoned in the capital reserve.

Upon resolution of the investors, the capital reserve may be converted into capital.

Article 22

The fund raising by way of borrowing money, taking in deposits, issuing bonds, finance lease, or re-loan from the People’s Bank of
China shall be subject to the related provisions of the state, the financing purpose shall be clarified, the needs of fund and debt
risks shall be considered and a written contract shall be signed. It may not illicitly increase the interest rate or payment criterion
or do so in disguise. It shall reasonably adjust the liability structure in good time and reduce the financing costs.

Article 23

In case a financial enterprise obtains the investments, fiscal subsidies and other fiscal funds from the state, it shall treat respectively
according to the circumstances as follows:

(1)

In case the fund is an investment directly made by the state, it shall increase the capital or capital reserve of the state according
to the related provisions of the state;

(2)

In case the fund is an investment subsidy, it shall increase the capital reserve or capital. In case there is any provision on the
ownership when the state appropriates the fund, this provision shall be abided by. In case there is no such provision, it shall be
shared by all investors;

(3)

In case the fund is a discounted loan interest or a special subsidy, it shall be treated as proceeds;

(4)

In case the fund is used for making up loss, salvaging loss or for any other purpose, it shall be treated as proceeds;

(5)

In case the fund is re-loaned by the government or is a refundable subsidy, it shall be treated as a liability.

Chapter V Asset Operation

Article 24

The fund accounts of a financial enterprise shall be managed in a centralized manner and the conditions, power and procedures for
the disposition of funds shall be clarified. The disposition of funds shall be managed in accordance with the internal financial
management system, shall be subject to the related procedures under a valid contract or lawful voucher. No fund may be deposited
or preserved privately.

An outbound disposition of fund shall be subject to the related provisions of the state on the administration of foreign exchange
and shall be in line with the corresponding examination and approval.

Article 25

When a financial enterprise manages its cash on hand, gold and silver on hand, and money deposited in the Central Bank and the same
items as well, or in other forms of financial currency in cash, it shall satisfy the liquidity requirements and control the total
volume of assets in cash.

Article 26

According to its internal financial management system, the contracts shall be examined with financial audit, the fulfillment of contracts
shall be tracked, the credits shall be clarified, policies on the collection of receivables shall be worked out and the receivables
shall be timely cleared up and settled.

Article 27

Within the scope permitted by the laws and administrative regulations, and upon the resolution of the (general) meeting or of the
board of directors, a financial enterprise may make external investments with a currency, as well as in kind, intellectual property,
the use right of land and other non-currency properties, of which the value may be assessed in a currency and which may be transferred
to others, but it may not make any external investment with a franchise right authorized by the state.

For making an external investment with a non-currency property, an asset assessment institution shall be hired to make an assessment
and the value upon assessment and confirmation shall be recorded.

For making an external investment, a written contract shall be signed to clarify the rights and interests it may enjoy from its investment,
the investment shall be paid according to its internal financial management system and the fund shall be integrated into the financial
budget. It may not be paid under the costs and expenses or under the non-business expenses, the benefits from the investment project
shall be timely monitored and evaluated and the responsibilities of the decision-makers and executives shall be specified.

For making an overseas investment, the financial enterprise shall be subject to the related provisions of the state on the examination
and approval of overseas investment projects and on the administration of foreign exchange.

Article 28

For accepting, preserving or disposing of a debt offset asset, the work procedures shall be gone through as prescribed by its internal
financial management system.

For accepting a debt offset asset, the acceptance price shall be decided and the property right shall be verified.

For preserving a debt offset asset, the financial enterprise shall timely make accounting treatments, regularly implement inspections,
and verify the accounting information against the actual information under the principle of being safe, complete and effective.

For disposing of a debt offset asset, an asset assessment institution shall be hired to assess its value under the principle of openness
and transparency. Generally, it shall dispose of it by way of public auction. In case it adopts any other way, a competition mechanism
shall be introduced to select a buyer of the debt offset asset.

The debt offset asset may not be changed as an asset for self use. In case it is necessary to change a debt offset asset as an asset
for self use owing to any objective reason the foresaid asset shall be under the corresponding management after the prescribed procedures
have been followed.

Article 29

Under its internal financial management system, a financial enterprise shall regularly check and verify various fixed assets, and
clarify responsibilities of use and management thereof.

For purchasing or building an important fixed asset or carrying out an important technological renovation, a feasibility study shall
be conducted by the financial enterprise and the decision-making and execution responsibilities shall be determined.

With regard to the depreciation of a fixed asset, the financial enterprise may determine the term for depreciation, select a depreciation
approach and make depreciations on quarterly (monthly) basis in light of the trend of industrial development and the technological
progress and by taking into consideration the economic life span and the utilization thereof. Once a policy on the depreciation of
fixed assets is selected, generally it may not be changed. In case it is actually necessary to change the aforesaid policy, it may
be changed upon a resolution made by the (general) meeting of shareholders or by the board of directors. In case the disclosure of
the reason for the change is required by any law or administrative regulation, it shall be disclosed timely.

A project under construction, which has been delivered for use and not been subject to final accounts, shall be managed as a fixed
asset.

As a financial enterprise engaging in banking businesses, the proportion of the summation of book value of fixed assets and the book
value of projects under construction in the net assets may not exceed 40% at most. As a financial enterprise engaging in insurance
or other non-banking businesses, the aforesaid proportion may not exceed 50% at most. In case there are otherwise state provisions,
such provisions shall prevail.

Article 30

In case a financial enterprise obtains a trademark right, copyright, patent right, know-how or any other intangible asset through
self-innovation, purchase or accepting investment, the ownership and the responsibilities of operation and management shall be clarified.

In case the financial enterprise modifies the ownership of an intangible asset, an assessment shall be made and a written contract
shall be concluded.

Article 31

The asset losses, which is incurred in a financial enterprise, include the losses of credit assets, bad loans, investments, fixed
assets and projects under construction. Such losses of the financial enterprise shall be timely verified, the liabilities shall be
made clear, the losses shall be recovered and settled according to the related provisions of the state.

In case a financial enterprise deals with its assets in selling, pledging, replacing, discarding or disposing, it shall be subject
to the related laws and regulations of the state and the corresponding procedures shall be followed.

If the disposal of any major fixed asset of the financial enterprise involves the business adjustment or assets restructuring, a plan
on the business adjustment or assets restructuring shall be made, and, after it fulfills the prescribed procedures, the plan shall
be implemented in accordance with its development strategy and business operation plan.

When a financial enterprise makes external donations, the related laws and regulations shall be complied with. The range and conditions
for donations shall be clarified; the execution responsibilities shall be made clear and the formalities for the handover of donation
assets shall be strictly carried out.

Chapter VI Costs and Expenses

Article 32

In accordance with its own characteristics and its internal financial management system, a financial enterprise shall intensify the
budgetary constraints on the costs and expenses, and the costs and expenses on the basis of all staff members and the whole course
shall be managed and controlled.

The costs and expenses of a financial enterprise shall be brought into the in-statement accounting in light of the provisions of the
state, and no adjustment with violation of the related provisions shall be made.

Article 33

During the process of business operation, the business operation disbursements that a financial enterprise makes, including disbursements
for various interests (including the discount interest) deducting the part which is allowed to be capitalized, handling fees for
the procedure, commissions, businesses, business compensations, protection (guarantee, insurance) funds, various provisions for accrued
profits and losses, and other related disbursements, shall be brought into the current profits and losses in accordance with the
related provisions of the state.

Article 34

For the cost accounting of a financial enterprise shall a strict distinction shall be drawn between the current costs and the costs
of the next period, between the cost disbursements and the non-business disbursements, as well as between the revenue disbursements
and capital disbursements.

The cost accounting of a financial enterprise shall be computed on a quarterly (monthly) or year basis . During the same calculation
period, the beginning and end dates, calculation range and criterions for the computation of costs and business revenues shall be
met with each other.

Article 35

The ratio between the expenses and the economic benefits of a financial enterprise shall be laid emphasis on. It shall classify the
expenses into categories, manage them level by level, control them through budget, and determine the range, criterions as well as
the procedure for the examination and approval of reimbursements of the necessary expenses.

Except for the special accounts as prescribed by the state, only one special account for expenses and deposits of each independent
accounting entity of a financial enterprise can be opened. Except for the taxes and surcharges, depreciations, asset amortization,
provisions and bad loan losses, the expenses shall be paid from the special account for expenses.

The constraints on expenses of a financial enterprise shall be strengthened. The monitoring of the expenses for business publicity,
entertainment, business travels, meetings, communication, maintenance, going abroad, operation of the board of directors, and donations
shall be laid emphasis on.

A financial enterprise’s expenses for business publicity, entrusting businesses, accident prevention and entertainment shall be all
paid upon the actual amount and may not be paid before they are incurred.

Article 36

The operating funds for the technological research and development and for the industrialization of the scientific and technological
achievements of a financial enterprise shall be brought into its financial budget and the assets formed thereby shall be managed
by incorporating them into the corresponding assets.

Article 37

In light of the related state provisions and in accordance with the employment contracts concluded between it and its employees,
the employee salaries or remunerations shall be determined, calculated and paid by the financial enterprise.

According to the related laws, regulations and policies and in light of the resolution of the (general) meeting of shareholders or
of the board of directors, a different salary or remuneration measure for the business operator, core technicians and core managers
may be adopted.

On the basis of resolution of the (general) meeting of shareholders or of the board of directors, a certain amount shall be arranged
by the financial enterprise in the wage plan to award the employees who have made outstanding contributions in the research and development
of core technologies, promoting safe operation, developing the market, etc.

Article 38

According to the related laws, regulations and policies, the social insurance premiums of the basic medical insurance, basic old-age
insurance, unemployment loss and work-related injury insurance for its employees shall be paid by the financial enterprise and the
actual amount shall be included into the costs (expenses).

As a financial enterprise which buys the basic medical insurance and basic old-age insurance and timely pays the premiums in full
amount, according to the related laws and regulations, a system of supplementary medical insurances and supplementary old-age insurances
(enterprise annu

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