关于2003年年度报告编报工作有关问题的通知
中国保险监督管理委员会
关于2003年年度报告编报工作有关问题的通知 (保监财会〔2004〕41号)
各保险公司：
为进一步提高年度报告质量，确保有关法规的贯彻落实，现将2003年年度报告编报工作有关要求通知如下：
一、各公司要严格按照《保险法》、《会计法》等法规的要求，认真做好2003年年度报告的编报工作，确保年报内容真实、准确和完整。
二、若保险公司的资金委托集团公司或保险资产管理公司集中投资，则应当将集团公司或保险资产管理公司集中持有的投资资产反映到本公司会计报表相关项目中，并在报表附注中按受托方披露委托资金的金额、投资明细和投资收益明细。
三、各公司应在《关于做好2002年年度报告编报工作的通知》（保监发[2002]138号）所附的资产负债表表样中“减：投资风险准备”栏下增设“长期基金投资”项目，用来反映公司准备长期持有的证券投资基金。“长期基金投资”项目的行次为31，其后各项目的行次依次顺延。
四、财产再保险公司和综合再保险公司暂时参照财产保险公司的编报要求编制年度报告，人寿再保险公司暂时参照人寿保险公司的编报要求编制年度报告。
五、各公司应于2004年4月15日前将年度报告的纸质文本和电子文本送达中国保监会。电子文本应采用PDF文件格式，内容、格式、分页等应与纸质文本完全相同。年报的电子文本可以用邮寄磁盘或电子邮件（ac_jgc@circ.gov.cn）的方式报送，其中会计报表还应单独以EXCEL表格文件填报，报表格式应与《关于做好2002年年度报告编报工作的通知》（保监发[2002]138号）附件和本通知第三条给出的格式完全一致，不得改变报表形式或增减报表内容。由于客观原因确实无法在规定期限内报送的，应以书面申请的方式至少提前15天向中国保监会请求延期，延期最长不得超过25天。
六、各公司应于2004年4月30日前将注册会计师出具的管理建议书的纸质文本和电子文本送达中国保监会。
七、境外上市的保险公司应当按照境外标准编制年度报告和中期报告，并在公开披露的同时，将其纸质文本和电子文本抄送中国保监会财务会计部。
八、在报告年度内实际经营期不超过3个月的新公司也应报送年度报告，但可以不经过注册会计师审计。
九、在年报报送前，公司董事会已经提出2003年度利润分配预案的，应在年报中进行披露。
十、本通知未明确规定的编报要求适用《关于做好2002年年度报告编报工作的通知》（保监发[2002]138号）。
二OO四年一月九日
Expansion of Applicable Sphere: A way to Uniformity
——Compare and Contrast between UNIDROIT and UNCITRAL Conventions
By Dongsheng Lu, Chen Yan
I. Introduction
Financing is paramount for the promotion of commerce. It has been noted that “in developed countries the bulk of corporate wealth is locked up in receivables”. As the economy develops, this wealth increasing is “unlocked by transferring receivables across national borders”. With the prompt and great increases in international trade, receivables financing now plays a more and more important role. Yet under the law of many countries, certain forms of receivables financing are still not recognized. Even transactions are involved in countries where the form of receivables financing is permitted, determining which law governs will be difficult. The disparity among laws of different jurisdiction increases uncertainty in transactions, thus constitutes obstacles to the development of assignments of receivables. To remove such obstacles arising from the uncertainty existing in various legal systems and promote the development of receivables financing cross-boarder, a set of uniform rules in this field is required. The international community has made great efforts in adopting uniform laws. Among those efforts, the United Nations Commission on International Trade Law (UNCITRAL) drafted, on 12 December, 2001, “United Nations Convention on the Assignment of Receivables in International Trade” (hereinafter referred to as the “UNCITRAL Convention”), with its aim to “establish principles and to adopt rules relating to the assignment of receivables that would create certainty and transparency and promote the modernization of the law relating to assignments of receivables”. UNCITRAL is not the first international organization attempting to resolve the problems associated with receivables. As early as in May 1988, the International Institute for the Unification of Private Law (UNIDROIT) has already adopted a convention known as the “UNIDROIT Convention on International Factoring” (hereinafter referred to as the “UNIDROIT Convention”).
When compare and contrast between the UNIDROIT Convention and the UNCITRAL Convention, one might see a lot of inconsistency in detailed regulations, e.g. sphere of application, relations between parties, priorities, and choice of law, etc. Given the limited space available in this article, the author may only focus on the difference in “sphere of application” of these two conventions, as sphere of application is perhaps the most fundamental issue of a convention.
The purpose of an international convention is to create uniformity in its covered matter, thus the broader a convention’s sphere of application is, the higher could uniformity reach. This article will try to make compare and contrast the sphere of application between the UNIDROIT Convention and the UNCITRAL Convention, illustrate the differences exist between these two conventions, and demonstrate the expansion of sphere of application in the UNCITRAL Convention and its progress on the way to uniformity.
II. Sphere of Application: Subject Matter
As its title indicates, the subject matter of the UNIDROIT Convention is of course international factoring. Article 1(1) says, “this Convention governs factoring contracts and assignments of receivables as described in this Chapter.”
For “factoring contract”, the UNIDROIT Convention provides the following 4 characteristics:
(1) purpose of the contract is to assign receivables;
(2) receivables to be assigned arises from contracts of sale of goods made between the supplier and its customers (debtors), other than those of sale of goods bought primarily for personal, family or household use;
(3) the factor is to perform at least two of the four functions: (i) finance for the supplier; (ii) maintenance of accounts (ledgering) relating to the receivables; (iii) collection of receivables; and (iv) protection against default in payment by debtors;
(4) notice of the assignment of the receivables is to be given to debtors.
As about “assignments of receivables as described in this Chapter”, article 2 (1) describes assignments of receivables as assignment of receivables pursuant to a factoring contract.
Factoring is just a subset of the receivables financing, and perhaps the oldest and most basic one. Besides factoring, receivables financing still entail the following forms,
(1) Forfeiting, similar to factoring, involves the purchase or discounting of documentary receivables (promissory notes, for example) without recourse to the party from whom the receivables are purchased;
(2) Refinancing, also known as secondary financing, involves the subsequent assignment of receivables. In its basic form, one bank or financier will assign to another bank its interest, with the potential for further assignment;
(3) Securitization, in which both marketable (for example, trade receivables) and non-marketable (consumer credit card receivables) asset cash flows are repackaged by a lender and transferred to a lender-controlled company, which will issue securities, sell and then use the proceeds to purchase the receivables;
(4) Project Finance, in which repayment of loans made by banks or financiers to project contractors for the financing of projects are secured through the future revenues of the project.
The first draft of the UNCITRAL Convention has stated to cover factoring, forfeiting, refinancing, securitization and project finance. Somehow, the working group decides that rather than emphasize the form in which the receivables appear, it would instead concentrate on the way in which the receivables might be transferred (contractual or non-contractual) and the purpose of the transaction (for financing or non-financing purposes). It decides the contractual receivables and assignment made to secure financing and other related services would be covered. The non-contractual receivables such as insurance and tort receivables, deposit bank accounts, or claims arising by operation of law seems are not within the ambits of the UNCITRAL convention.
III. Sphere of Application: Special Requirements
Both of the conventions contain a series of requirements. Only when those requirements are satisfied, could the convention be applied. The higher and stricter the requirements are, the smaller the chance to apply the convention is.
a) Internationality requirement
Both the two conventions indicate their sphere of application is of internationality requirement, but the same word in these two conventions has different legal meaning. The internationality requirement of UNIDROIT Convention is exclusively based upon the parties to the underlying contract, i.e. the contract of sale of goods (the supplier and the debtor) having their place of business in different countries. In other words, where the receivables arise from a contract of sale of goods between a supplier and a debtor whose places of business are in the same State, the UNIDROIT Convention could not apply, no matter the following assignment of receivables is to assignee in the same or different State. Thus leaving the international assignment of domestic receivables untouched. The problem, at its simplest, is twofold: first, inconsistency. For instance, in the case where a bulk assignment is made and where part of the receivables are domestic (supplier and debtor are in the same State) and part are international (supplier and debtor are in different State), if the supplier assigns the receivables to a party which is located in another State, the bulk assignment between the same supplier and the same assignee will be governed by two sets of laws and regulations: the portion of international receivables may be governed by the UNIDROIT Convention while the domestic one will be left to the jurisdiction of certain domestic law.
Secondly, leaving the international assignment of domestic receivables to the jurisdiction of various law systems of different States can make “commercial practice uncertain, time-consuming and expensive”. The assignee of receivables from a foreign State may not know which State’s law governs the transaction, and, if the law of the assignor’s State applies, the assignee’s rights would be subject to the vagaries of that foreign law. This no doubt would greatly impede the development of such transaction.
