Administrative Regulations of Shenzhen Special Economic Zone on Certified Public AccountantsⅠ

　　（Originally Adopted at the 28thMeeting of first session of the Standing Committee of Shenzhen Municipal People's Congress on February 24th, 1995, as revised in Accordance with the Decision on Revision of Administrative Regulations of Shenzhen Special Economic Zone on Certified Public Accountants of the Fifteenth Meeting of the third session of the Standing Committee of Shenzhen Municipal People's Congress on April 26th, 2002.）

　　Chapter I General Provisions

　　Article 1 In order to standardize the act of the certified public accountants, to strengthen the administration of the trade of the certified public accountants, to protect the social public benefits and the lawful rights and interests of the investors, and to promote the healthy development of the socialist market economy, taking into account the specific conditions of Shenzhen Special Economic Zone （hereinafter referred to as "Special Zone"）, these regulations are hereby formulated in accordance with Law on Certified Public Accountants of the People's Republic of China, and basic principle of related national laws and regulations.

　　Article 2 These regulations shall be applicable to any independent audit and related operations in the Special Zone.

　　In these regulations, Independent Audit means any audit undertaken by certified public accountants stipulated by laws and regulations.

　　Article 3 Shenzhen Municipal People's Government Finance Department （hereinafter referred to as "Municipal Finance Department"） is the administrative department in charge of trade of certified public accountants, in accordance with laws and regulations, and shall exercise the supervision, administration and direction over the certified public accountants, certified public accountants firms and Shenzhen Municipal Certified Public Accountants Association （hereinafter referred to as "Municipal Certified Public Accountants Association"）.

　　The Municipal Certified Public Accountants Association is the Self-Discipline Organization in charge of trade of certified public accountants.

　　Article 4 Shenzhen Municipal People's Government Auditing Department （hereinafter referred to as "Auditing Department"） shall exercise the supervision over the Audit Reports of State-Owned Corporations issued by certified public accountants in accordance with laws and regulations.

　　The Municipal Auditing Department shall have the authority to supervise of income and expenses audit of certified public accountants firms whose asset mainly owned by the state.

　　Article 5 Certified public accountants and certified public accountants firm shall abide by laws and regulations, strictly conform to the practicing rules and professional ethics code to execute the operation, they shall comply with principles of independence, impersonality and justification.

　　The certified public accountants and the certified public accountants firm shall implement the operations according to law, and shall be protected by law.

　　Chapter II Certified Public Accountants

　　Article 6 The certified public accountant is a professional who has obtained the Chinese certificate to practice of the certified public accountant, and is authorized to undertake independent audit and related operations.

　　Anyone without certified public accountant certificate shall be prohibited to undertake related activities using the title or in the name of certified public accountant.

　　Article 7 Certified public accountants shall join a certified public accountants firm to implement the operation.

　　Article 8 The following auditing operations shall be undertaken by the certified public accountants:

　　（1） To examine accounting report of an enterprise, and issue the auditing report;

　　（2） To verify the capital of the enterprise, and issue the capital verification report;

　　（3） To act on behalf of enterprises to declare taxation, and issue the taxation report forms;

　　（4） To conduct the auditing operation on the reorganization, amalgamation, separation, rectification, dissolution and bankrupt liquidation events of an enterprise, and issue relevant report;

　　（5） Other auditing operation stipulated by laws and regulations.

　　The above reports issued by the certified public accountants in accordance with laws and regulations shall have the legal evidential effect. Article 9 Certified public accountants may undertake the following auditing operations:

　　（1） To design accountant system of an enterprise, act as accounting consultant, and train accountants.

　　（2） To undertake the operation as enterprises registration agent;

　　（3） To conduct assets evaluation;

　　（4） To provide finance, accountant, taxation, investment service and other consultation and service.

　　Article 10 Anyone who has attended and passed the national uniform qualification examination of the certified public accountants, and has practiced the auditing operation in a certified public accountants firm for more than two years may apply to the Municipal Certified Public Accountants Association for registration as Chinese certified public accountant.

　　Article 11 To apply for the registration of certified public accountants, the applicant shall submit the following documents to the Municipal Certified Public Accountants Association:

　　（1） Personal application report;

　　（2） Certification of all-subjects qualified of examination for certified public accountants;

　　（3） Certification issued by the certified public accountants firm in which the applicant practiced for more than two years;

　　（4） Employment contract or employment remove certification of the certified public accountants firm in which the applicant practiced;

　　（5） Recommendation letter of two certified public accountants;

　　（6） List of auditing items in which the applicant participated.

　　Article 12 The Municipal Certified Public Accountants Association shall make a decision on approval or disapproval within sixty days upon accepting the application. To the applicant approved, the association shall grant the certified public accountants certificate of the People's Republic of China which printed uniformly by the state; To the applicant disapproved, the association shall inform the applicant in writing within 10 days after the decision. In case the applicant objects to the decision, he may apply for reconsideration to the Municipal Finance Department within 15 days after receiving the notice of disapproval.

　　Article 13 The applicant shall not be registered or shall be revoked of registration by the Municipal Certified Public Accountants Association in case he falls into any one of the following circumstances:

　　（1） Without civil capacity of conduct or with limited civil capacity of conduct;

　　（2） Punished for a crime of fixed-term imprisonment or above, it is less than five years from the date of completing the criminal punishment, except negligent crime;

　　（3） Subjected to administrative punishment and disciplinary sanction above dismissal from post due to illegal economic acts, and it is less than three years from the date of the decision for such punishment of sanction;

　　（4） Revoked of the certificate of the certified public accountant, and it is less than five years from the date of the decision on revocation;

　　（5） Lost the capacity of debt redemption;

　　（6） Having violated rules on registration by providing false materials, and

　　（7） Other circumstances that the applicant shall not be registered or shall be revoked of registration stipulated by laws and regulations.

　　In case the person revoked of registration object to the decision, he may apply for reconsideration to the Municipal Finance Department within 15 days after receiving the notice of revocation.

　　The person revoked of registration may again file an application, but the application shall be in accordance with related provisions of these regulations.

　　Article 14 The certified public accountants shall accept annual examination implemented by the Municipal Certified Accountants Association, and only those who are up to standard can carry over their operations.

　　Chapter III Certified Public Accountants Firm

　　Article 15 The certified public accountants firm is the professional service institution established in accordance with law to undertake the operations of the certified public accountants.

　　The forms of certified public accountants firms may be in partnership, in individual, and with legal person status.

　　The establishment of certified public accountants firm is initiated by certified public accountants.

　　Party and government organizations, enterprises and institutions, social organization and other organizations shall be prohibited to establish certified public accountants firms.

　　Article 16 The partners of partnership certified public accountants firm shall bear unlimited joint and several liabilities for debts of the firm.

　　The certified public accountant of an individual certified public accountant firm shall bear unlimited joint and several liabilities for debts of the firm.

　　Those certified public accountants firms with juristic personality shall bear liabilities for debts of the firms by all of its assets. But those certified public accountants firms have juristic personality shall be limited to reorganization of certified public accountants firms owned by the whole people which established before these regulations come into force.

　　Article 17 The establishment of partnership certified public accountants firm shall meet the following requirements:

　　（1） There are more than five full-time practicing personnel who have Chinese certificate of certified public accountants;

　　（2） The registered capital shall be no less than 500,000 yuan;

　　（3） Have permanent practicing place and essential equipments.

　　Article 18 Initiator of partnership certified public accountants shall meet the following requirements:

　　（1） Having Chinese certificate of certified public accountants;

　　（2） Having practiced auditing operations in the trade of certified public accountant for more than five years, and having no records of undesirable operations.

　　Article 19 To establish partnership certified public accountants firm, the initiator partners shall apply to the Municipal Certified Public Accountants Association, and submit the certification materials stipulated in Article 17 and Article 18 of these regulations.

　　Article 20 To establish individual certified public accountants firm shall meet the following requirements:

　　（1） The applicant shall have Chinese certificate of certified public accountants;

　　（2） The applicant shall have practiced auditing operations in the trade of certified public accountant for more than five years, and shall have no records of undesirable operations;

　　（3） The registered capital shall be no less than 500,000 yuan;

　　（4） Have permanent practicing place in Shenzhen and essential equipments;

　　（5） There are more than two full-time practicing personnel who have Chinese certificate of certified public accountants.

　　Certified public accountant to establish individual certified public accountants firm, he shall apply to the Municipal Certified Public Accountants Association and submit certification materials stipulated in the first paragraph of this Article.

　　Article 21 To establish a certified public accountants firm with juristic personality shall meet the following requirements:

　　（1） There are more than ten full-time practicing personnel who have Chinese certificate of certified public accountants, and at lest five of them are initiators;

　　（2） The registered capital shall be no less than 2,000,000 yuan;

　　（3） Have permanent practicing place and essential equipments.

　　Article 22 To establish a certified public accountants firm with juristic personality, the initiator shall meet the following requirements:

　　（1） Having Chinese certificate of certified public accountant;

　　（2） Having practiced the auditing operation in the other certified public accountants firm for more than five years, and shall have no records of undesirable operations.

　　Article 23 To establish a certified public accountants firm with juristic personality, the initiators shall jointly apply to the Municipal Certified Public Accountants Association and submit certification materials stipulated in Article 21 and Article 22 of these regulations.

　　Article 24 The Municipal Certified Accountants Association shall make a decision on approval or disapproval within sixty days upon accepting the application for establishment of certified public accountants firm. After the application for establishment approved, the Municipal Finance Department shall issue the applicant practice license; To the application for establishment disapproval, the association shall inform the applicant within 15 days after the decision. In case the applicant objects to the decision, he may apply for reconsideration to the Municipal Finance Department within 15 days after receiving the notice of disapproval.

　　Article 25 A certified public accountant shall be ordered to suspend business by the Municipal Certified Public Accountants Association after its establishment in case it fails to meet the conditions for the establishment due to personnel change or other reasons; It shall be revoked in case it still cannot meet the conditions for establishment within 90 days. The party may apply for reconsideration to the Municipal Finance Department within 15 days after receiving the decision for suspension of business or revocation of establishment in case it objects to the decision.

　　Article 26 The establishment of a branch of a certified public accountants firm in the Special Zone shall be approved by the Municipal Certified Public Accountants Association.

　　Article 27 Any certified public accountants firm outside Shenzhen shall be registered by the Municipal Certified Public Accountants Association to practice in the Special Zone; Any report issued in the Special Zone by the firm shall enclose with the written certification for registration of the business before the Municipal Certified Public Accountants Association, and shall accept the operation supervision implemented by the association.

　　Article 28 The permanent representatives of certified public accountants firm from Hong Kong, Macao, Taiwan and overseas, which approved to establish in the Special Zone, shall submit the following documents to the Municipal Certified Public Accountants Association within thirty days after the establishment approved:

　　（1） Duplicate document of approval for establishment of permanent representative issued by the Ministry of Finance;

　　（2） A copy of permanent representative certificate issued by the Ministry of Finance;

　　（3） Practicing place and contacting phone;

　　（4） Name and resume of the permanent representative.

　　Article 29 The permanent representatives established by the certified public accountants firms from Hong Kong, Macao, Taiwan and overseas shall accept the supervision and administration implemented by the Municipal Certified Public Accountants Association.

　　Article 30 The permanent representative of foreign certified public accountants firm shall practice the operation within the business scope ratified.

　　Article 31 To temporarily practice in the Special Zone, foreign certified public accountants firms shall get the approval to practice and handle the registration for practice according to provisions of related laws of the state.

　　Chapter IV The Certified Public Accountants Association

　　Article 32 The main official duties of the Municipal Certified Public Accountants Association are:

　　（1） To examine and approve the establishment of certified public accountants firms and the registration of certified public accountant, to carry out annual examination on certified public accountant and certified public accountants firm;

　　（2） To draw out practice rules and system for certified public accountants;

　　（3） To reflect advices and demands of the trade of certified public accountants, to protect the lawful rights and interests of certified public accountants;

　　（4） To carry out operation examination, to punish those certified public accountants and certified public accountants firms who violate laws and regulations;

　　（5） To organize qualification examination and training for certified public accountants;

　　（6） To intercede internal disputes of the trade;

　　（7） To organize operation communication, to advance the relationship with the same trade of Hong Kong, Macao, Taiwan and overseas.

　　Article 33 The members of the Municipal Certified Public Accountants Association include group members and individual members, individual members include practicing members and non-practicing members.

　　Those certified public accountants firms registered in the Special Zone shall join the Municipal Certified Public Accountants Association and be group members.

　　The Chinese certified public accountants practicing in certified public accountants firms registered in the Special Zone shall join the Municipal Certified Public Accountants Association and be the practicing members.

　　The following personnel shall join the Municipal Certified Public Accountants Association to be non-practicing members:

　　（1） Those obtain the certificate for all-subjects qualified of examination for certified public accountants;

　　（2） Those obtain qualification for non-practicing member of China Certified Public Accountants Association before these regulations coming into effect;

　　（3） Those practicing members who no longer carry out practice for reason of change of work.

　　Article 34 Group members and individual members shall abide by constitution of the Municipal Certified Public Accountants Association and pay prescribed membership dues.

　　Article 35 The membership meeting is the supreme power of the Municipal Certified Public Accountants Association; The membership meeting shall be convoked annually, but temporally meeting shall be convoked if one of the following circumstances occur:

　　（1） Proposed by the chairman;

　　（2） Jointly proposed by more than three directors;

　　（3） Jointly proposed by more than twenty members;

　　（4） Number of members of Board of Directors is less than two-third of quorum.

　　Article 36 The powers of the membership meeting are：

　　（1） To discuss, pass and revise constitution of the association;

　　（2） To elect and dismiss non-governmental-appointed directors;

　　（3） To discuss and pass development plan and annual working plan of the association;

　　（4） To discuss and pass annual working report and annual financial revenue and expenditure report.