Relevant departments of the Party Central Committee, ministries and commissions of the State Council, directly affiliated institutions, the General Logistics Department, the Headquarters of the People's Armed Police, the General Office of the Standing Committee of the National People's Congress, the General Office of the National Committee of the Chinese People's Political Consultative Conference, centrally-administered enterprises, finance departments (bureaus) and administration for industry and commerce of all provinces, autonomous regions, municipalities directly under the central government, and cities under separate planning; the Finance Bureau and the Administration for Industry and Commerce of the Xinjiang Production and Construction Corps:

To strengthen the management of valuation for contributions made in non-monetary assets such as physical assets, intellectual property rights, and land-use rights, and to standardize valuation practices for contributions involving non-monetary assets, in accordance with relevant laws and regulations including the Company Law of the People’s Republic of China and the Regulations on the Administration of Company Registration of the People’s Republic of China, we hereby issue the following notice regarding matters related to the management of valuation for contributions made in non-monetary assets:

1. An asset valuation shall be conducted if any of the following circumstances exist:

(1) Investors contributing with non-monetary assets;

(2) During the verification of capital or when applying for business registration, if the capital verification agency or the investor discovers that the non-monetary assets contributed as capital have undergone significant changes in terms of asset condition, usage, market environment, etc., compared to the asset status, usage, and market conditions on the valuation benchmark date; or if significant changes have occurred in the valuation assumptions, potentially leading to substantial changes in the asset value;

(3) Other matters prescribed by laws and administrative regulations that require asset valuation.

II. For the valuation of contributions made in non-monetary assets, investors shall entrust a legally established asset appraisal agency to carry it out.

3. Investors contributing capital with non-monetary assets shall be responsible for the authenticity and legality of the non-monetary assets they provide.

4. When an asset valuation agency engages in the valuation of contributions made with non-monetary assets, it shall strictly adhere to the relevant asset valuation standards and guidelines and bear legal responsibility for the reasonableness of its valuation conclusions.

When performing valuation services involving contributions of non-monetary assets, asset valuation agencies may engage experts in relevant specialties to assist in their work; however, this practice cannot reduce or exempt the asset valuation agency and its certified asset appraisers from their legal responsibilities.

5. Asset valuation agencies shall adhere to the principles of independence, objectivity, and fairness. They must not cater to the client’s requests by issuing false valuation reports, nor may they obtain valuation assignments involving non-monetary assets through improper competitive practices such as offering “kickbacks” or engaging in malicious price-cutting.

6. Investors and any other organizations and individuals shall not interfere with the appraisal services or appraisal results involving contributions of non-monetary assets. When providing assistance to asset appraisal agencies, experts in relevant fields shall offer professional opinions solely on the technical condition of the appraisal object and shall not express opinions on whether the appraisal report and its results are reasonable.

7. The financial and industrial and commercial administration departments shall establish an information-sharing mechanism. For investors who contribute capital with non-monetary assets and asset appraisal agencies engaged in the appraisal of such non-monetary contributions that violate the above-mentioned provisions, they shall be dealt with in accordance with relevant national regulations.

8. The China Association of Asset Appraisers shall strengthen industry self-regulation and professional guidance, establish a pool of experts in relevant specialties, build and improve databases and archives for integrity information, and create the necessary platform for appraising contributions made in non-monetary assets, thereby enhancing the quality of asset appraisal practice, the industry’s credibility, and its influence.

9. After the issuance of this notice, any previous regulations that conflict with the contents of this notice shall be superseded by this notice.

　　　　

Ministry of Finance, General Administration for Industry and Commerce
March 30, 2009