EXHIBIT NUMBER 13(2)

                                  CERTIFICATION
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                 WITH RESPECT TO THE ANNUAL REPORT ON FORM 20-F
                      FOR THE YEAR ENDED DECEMBER 31, 2004
                          OF CHINA ENTERPRISES LIMITED

      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a)
and (b) of section 1350, chapter 63 of title 18, United States Code), the
undersigned officer of China Enterprises Limited, a Bermuda company (the
"Company"), does hereby certify, to the best of such officer's knowledge, that:

      (i) the Report fully complies with the requirements of section 13(a) or
15(d) of the U.S. Securities Exchange Act of 1934; and

      (ii) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

Dated: March 14, 2006

                                                       /s/ Chow Chun Man, Jimmy
                                                     ---------------------------
                                                         CHOW CHUN MAN, JIMMY
                                                        Chief Financial Officer

      The certification set forth above is being furnished as an Exhibit solely
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed
as part of the Form 20-F or as a separate disclosure document of the Company or
the certifying officer.