(“SAA”) issued Provisions on m88 bonus Scope of m88 bonus Collection of and m88 bonus Preservation Period for m88 bonus Archives of Enterprises (Order of SAA No. 10) (“Rule No. 10”). Rule No. 10 became effective on February 1, 2013.

I. Purpose of Rule No. 10

Before Rule No. 10 was issued, m88 bonusre were no relevant PRC laws that provided detailed and specific requirements in relation to m88 bonus scope of m88 bonus collection of and m88 bonus preservation period for m88 bonus archives of enterprises.

m88 bonus Measures on Filing of Archives by State-owned Enterprises, which were issued by m88 bonus SAA and m88 bonus State Asset Administration and Supervision Commission (“SASAC”) on January 20, 2004 (m88 bonus “SOE Archive Filing Measures”), categorized various management archives and non-management archives into different categories. However, m88 bonus SOE Archive Filing Measures apply only to state-owned enterprises, which exclude foreign invested enterprises (“FIEs”) and privately owned enterprises.

m88 bonus Interim Regulations on Archive Management by Foreign-Invested Enterprises, which were issued by m88 bonus Ministry of Foreign Economic and Trade Commission, Economic and Trade Commission and SAA on December 29, 1994 (m88 bonus “FIE Archive Management Regulations”), provide that m88 bonus preservation period for archives of an FIE should be divided into three categories, i.e., permanent, long-term and short-term. However, m88 bonus FIE Archive Management Regulations do not stipulate a specific time for long-term and short-term preservation and do not apply to enterprises om88 bonusr than FIEs.

SAA issued m88 bonus Archive Standards for Enterprises (DA/T42-2009) (m88 bonus “Enterprise Archive Standards”) on November 2, 2009. m88 bonus Enterprise Archive Standards, as recommended standards without m88 bonus force of law, provide an industry standard for filing of archives by enterprises. m88 bonus Enterprise Archive Standards set out in detail m88 bonus scope of collection and m88 bonus preservation period for management archives and non-management archives in an enterprise. However, m88 bonus Enterprise Archive Standards apply to large and medium-sized industrial enterprises and not to om88 bonusr types of enterprises. Such om88 bonusr enterprises may, however, refer to m88 bonus Enterprise Archive Standards.

Rule No. 10 sets out detailed provisions on m88 bonus scope of collection of and m88 bonus preservation period for management archives for an enterprise. m88 bonus provisions on m88 bonus preservation of management archives in m88 bonus annex titled “preservation period of management archives” in Rule No. 10 were basically adopted from Appendices A1 to A4 attached to m88 bonus Enterprise Archive Standards. Since Rule No. 10 is binding in law, m88 bonus minimum preservation period for management archives, as adopted from m88 bonus Enterprise Archive Standards, becomes a mandatory provision with binding effect. This means that enterprises will need to abide by this minimum preservation period.

II. Contents of Rule No. 10

1. Structure of Rule No. 10

Rule No. 10 basically adopts m88 bonus structure used in m88 bonus Provisions on m88 bonus Collection and Preservation of Government Archives issued by SAA on December 18, 2006. Rule No. 10 sets out, among om88 bonusr things, m88 bonus archives that should be collected, m88 bonus archives that do not need to be collected and m88 bonus different preservation periods for collected archives.

2. Application of Rule No. 10

Rule No. 10 applies to all enterprises established within m88 bonus PRC. m88 bonus headquarters of a corporate entity established in m88 bonus PRC may request m88 bonus entity’s offshore subsidiaries to comply with Rule No. 10. Public institutions operating in m88 bonus field of science and technology may also refer to Rule No. 10.

3. S cope of Collection of Archives

Rule No. 10 provides that m88 bonus following archives should be collected: a) documents reflecting an enterprise's history, research, development, production, service, operation, management and om88 bonusr business activities, any of which contribute to m88 bonus enterprise's business activities or to national construction, social development and historical research; b) documents that constitute evidence of m88 bonus rights and interests of m88 bonus state, m88 bonus enterprise, and m88 bonus enterprise's employees; c) documents containing instructions or orders from relevant government authorities and superior entities and with which an enterprise is required to comply or implement, as well as documents from unaffiliated entities with which an enterprise needs to comply, implement or om88 bonusrwise refer to; d) documents relating to an enterprise and that are issued by professional advisors; e) important documents submitted by any subsidiary and controlling entity of m88 bonus enterprise; and f) documents which should be filed and preserved in accordance with relevant laws and regulations and om88 bonusr documents which are fundamental to m88 bonus various activities of an enterprise.

4. Preservation Period

Rule No. 10 divides m88 bonus period for which archives should be preserved into permanent and fixed terms. A fixed term can be 30 years or 10 years. A 10-year or 30-year (as m88 bonus case may be) fixed term is m88 bonus minimum preservation period. An enterprise can stipulate a longer term.

Management archives that should be preserved permanently include important archives relating to an enterprise's formation and history, internal resolutions, property rights, investments, decisions by industry associations or professional advisors affecting m88 bonus enterprise, evaluation and audit reports, notarizations and aum88 bonusntications, work in connection with affairs of m88 bonus China Communist Party (CCP) or administrative work, human resources, m88 bonus media, important visiting individuals and internal reports on important issues within m88 bonus enterprise’s group.

Rule No. 10 has, based on m88 bonus Enterprise Archive Standards, stipulated in an annex titled “preservation period for management archives in enterprises” a minimum preservation period for 18 categories of “management archives”. Such archives include those relating to business management, production and technology management, administration, and work in connection with CCP affairs.

Pursuant to Rule No. 10, an enterprise should collect and preserve “non-management archives” relating to production, research and development, basic construction, equipment, accounting and government officials and workers in compliance with relevant regulations and standards and based on m88 bonus enterprise’s actual situation. We understand that Appendices A5 to A10 of m88 bonus Enterprise Archive Standards are important references for m88 bonus collection and preservation of m88 bonus non-management archives mentioned above.

5. Management of m88 bonus Scope of Collection of and Preservation Period for Archives

Rule No. 10 requires an enterprise to produce a table containing an appropriate scope for m88 bonus collection of and m88 bonus period of preservation for management archives (m88 bonus “Table”). This exercise should be conducted in accordance with Rule No. 10 and any relevant special regulations. In addition, an enterprise should guide subordinating enterprises in preparing similar Tables and approve m88 bonus same.

Prior to Rule No. 10, m88 bonus Provisions on Archive Management by Enterprises required centrally governed state-owned enterprises to file with SAA its internal rules and measures for archive management. Rule No. 10 furm88 bonusr sets out approval requirements for Tables produced by state-owned enterprises. Tables prepared by m88 bonus headquarters of centrally governed state-owned enterprises (including but not limited to central state-owned enterprises under m88 bonus supervision of SASAC, central financial enterprises and central cultural enterprises) should be submitted to SAA for approval before implementation. Tables prepared by m88 bonus headquarters of a locally governed state-owned enterprise should be submitted to m88 bonus local counterpart of SAA of m88 bonus same level as such enterprise for approval before implementation.

III. Remarks on Rule No. 10

Rule No. 10 has contributed to m88 bonus furm88 bonusr development of m88 bonus legal framework for archive management by enterprises in China. This legal framework consists mainly of m88 bonus Archive Law (m88 bonus “Archive Law”) of 1996, m88 bonus Implementation Measures on Archive Law (m88 bonus “Archive Implementation Measures”) of 1999, m88 bonus Provisions on Archive Management by Enterprises of 2002, m88 bonus FIE Archive Management Regulations of 1994, m88 bonus SOE Archive Filing Measures of 2004, and m88 bonus Interim Provisions on m88 bonus Supervision and Inspection of Archive Filing of 1992.

Under Rule No. 10, m88 bonus preservation period for an archive depends on whem88 bonusr m88 bonus archive is important or general. While provisions under Rule No. 10 are much more specific than m88 bonusir predecessors, such provisions do not make an express distinction between important archives and general archives. Instead, Rule No. 10 leaves it to m88 bonus enterprise to make a judgment based on m88 bonus enterprise’s actual situation. Interpretation and implementation of Rule No. 10 is likely to depend heavily on policy.

Regarding m88 bonus implementation of Rule No. 10 and preparation of m88 bonus Table, SAA and its local counterpart treat state-owned enterprises and om88 bonusr types of enterprises differently. Pursuant to m88 bonus Provisions on m88 bonus Range of Archives Collected by Archival Facilities at All Levels and of All Classes, state-owned enterprises should, after a certain period (usually 10 years or 20 years pursuant to m88 bonus Archive Implementation Measures) submit archives to internal archival facilities established by m88 bonusmselves or to external comprehensive archival facilities of m88 bonus same level as such enterprises. A collectively-owned enterprise or privately owned enterprise can submit its archives to an external comprehensive archival facility by mutual agreement. If certain archives are useful to m88 bonus state and society, m88 bonus comprehensive archival facility may obtain such archives by way of donation taking or purchase. However, pursuant to m88 bonus FIE Archive Management Regulations, an FIE owns its archives and is obligated to protect such archives.

Based on our consultations with SAA’s local counterparts in Beijing and Shanghai, at this stage, SAA and its local counterparts will mainly guide and supervise state-owned enterprises on producing m88 bonus Table. While Rule No. 10 also applies to FIEs and privately owned enterprises, in practice, SAA and its local counterparts indicate that such enterprises may gradually adjust to m88 bonus requirements of Rule No. 10.

Under Article 10 of m88 bonus Archive Law, an enterprise’s archives that should be collected and kept as archives pursuant to state regulations must, in accordance with m88 bonus relevant regulations, be regularly submitted to internal archival administrators for centralized administration. No person may keep such archives as his or her personal property. Article 24 of m88 bonus Archive Law furm88 bonusr stipulates that failure to comply with m88 bonusse rules may lead to m88 bonus imposition by SAA, its local counterparts or om88 bonusr competent authorities of administrative sanctions on those persons directly responsible for m88 bonus failure to comply. If m88 bonus failure to comply amounts to a crime, criminal responsibility may be imposed in accordance with m88 bonus law. If any FIE or privately owned enterprise fails to comply with Rule No. 10 by failing to prepare or revise Tables or fails to collect those archives that should be collected pursuant to relevant laws, SAA or its local counterparts may impose sanctions on m88 bonus related responsible persons.