Cai Qi [2009] No. 46 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 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: In order to strengthen the management of valuation for contributions made with non-monetary assets such as physical assets, intellectual property rights, and land use rights, and to standardize valuation practices for such contributions, 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 notify you of the following matters concerning the management of valuation for contributions made with non-monetary assets: 1. An asset valuation shall be conducted if any of the following circumstances exist: (1) When an investor contributes non-monetary assets; (2) During verification of capital or application for industrial and commercial registration, if the verification agency or the investor finds that the non-monetary assets contributed have undergone significant changes in terms of their asset status, usage, market conditions, etc., compared to the valuation benchmark date, or if major changes have occurred in the valuation assumptions, potentially leading to substantial changes in asset value; (3) Other matters requiring asset valuation as stipulated by laws and administrative regulations. 2. For valuations of contributions made with non-monetary assets, investors shall entrust legally established asset valuation agencies to carry out the valuation. 3. Investors contributing non-monetary assets shall bear responsibility for the authenticity and legality of the non-monetary assets they provide. 4. Asset valuation agencies engaging in valuation services for contributions made with non-monetary assets shall strictly adhere to relevant asset valuation standards and norms, and shall bear legal responsibility for the reasonableness of their valuation conclusions. When performing valuation services for contributions made with non-monetary assets, asset valuation agencies may engage relevant professional experts to assist in their work; however, this shall not relieve or exempt the asset valuation agency and its registered asset appraisers from their legal responsibilities. 5. Asset valuation agencies shall follow the principles of independence, objectivity, and fairness, and shall not cater to the requirements of the commissioning party to issue false valuation reports, nor shall they obtain business through improper competitive practices such as offering “kickbacks” or engaging in malicious price reductions. 6. Investors and any other organizations or individuals shall not interfere with the valuation process or results of contributions made with non-monetary assets. Relevant professional experts assisting asset valuation agencies in their practice shall only offer professional opinions on the technical condition of the valuation objects and shall not express opinions on whether the valuation report and its results are reasonable. 7. The financial and industrial and commercial administration departments shall establish an information reporting mechanism. Any violations of the above-mentioned provisions by investors making contributions with non-monetary assets or by asset valuation agencies engaged in such valuation services shall be dealt with according to relevant national regulations. 8. The China Association of Asset Appraisers shall strengthen industry self-discipline and professional guidance, establish a database of relevant professional experts, build and improve related integrity information archives and databases, and create necessary platforms for the valuation of contributions made with non-monetary assets, thereby enhancing the quality of asset valuation practice, industry credibility, and influence. 9. After the issuance of this notice, if any previous regulations conflict with the contents of this notice, this notice shall prevail. Ministry of Finance, State Administration for Industry and Commerce March 30, 2009