Chapter One General Principle

　　Article 1: Name of the Organization: Shanghai Cultural Development Foundation (hereinafter referred to as SHCDF).

　　Article 2: The SHCDF is a nonprofit public organization, which manages and utilizes the government-funded properties and donations from individuals or organizations at home and abroad according to the laws, regulations and policies of the People's Republic of China.

　　Article 3: Examined and approved by the management organ for social organization registration, the SHCDF is registered as a legal person.

　　Article 4: The mission of the SHCDF is to raise money for cultural development, to support public culture, to encourage cultural innovation, to foster cultural talents and to promote cultural exchanges so as to prosper the cultural undertaking in Shanghai.

　　Chapter Two Fundamental Working Principle

　　Article 5: The SHCDF manages and uses cultural funds based on the principles of fairness, openness, high efficiency and standardization.

　　Chapter Three Fundamental Functions and Missions

　　Article 6: The fundamental functions and missions of the SHCDF are:

　　(1)To raise money for cultural development. The SHCDF shall strive after government imbursement and contributions from individuals and organizations at home and abroad;

　　(2)To grant public culture. The focuses are those exemplary, national, classical and international cultural programs as well as constructions of public cultural facilities and protection of cultural heritage;

　　(3)To encourage cultural innovation. The SHCDF grants those original, innovative, explorative and experimental cultural programs;

　　(4)To foster cultural talents. The SHCDF grants the cultivation of cultural talents and the introduction and further training of talents in culture and art fields;

　　(5)To promote cultural exchanges. The SHCDF grants those cultural exchange programs which help to update Shanghai's culture and art levels and cultural influence;

　　(6)To facilitate exchanges between foundations. By undertaking the commissioning of other foundations at home and abroad, the SHCDF deals with related cultural affairs and develops reciprocal cultural exchanges and collaborations;

　　(7)To undertake the commissioning of the government. The SHCDF organizes cultural awarding activities and handles other affairs trusted by the government.

　　Article 7: In accordance with its missions and actual development needs, the SHCDF establishes and supervises the public cultural organs affiliated to it.

　　Chapter Four Institutional Framework

　　Article 8: The SHCDF consists of the Council and the Standing Council. The highest authority of the SHCDF is the Council, whose members are directors from the supervisory authority, world-famous cultural artists, celebrities, entrepreneurs, etc.

　　Members of the Council have the following rights:

　　(1)To vote and stand for election;

　　(2)To supervise the work of the SHCDF; and

　　(3)To attend activities of the SHCDF.

　　And the following obligations:

　　(1)To obey the Charter of the SHCDF and implement resolutions of the SHCDF; and

　　(2)To accept and accomplish the tasks assigned by the SHCDF and work actively for the SHCDF.

　　Article 9: The Council is elected for a term of five years and the term of office of the Council members is also five years. The re-election of the Council can also be held in advance by or be deferred for no more than one year. Such re-elections should be subject to the approval of the Standing Council after panel discussion and further endorsement by the Council.

　　The replacement of the Council members shall be discussed and approved by the Standing Council and reported to the Council for affirmation. The supplement of Council members should be recommended jointly by over two current Council members.

　　Article 10: The Council of the SHCDF meets in session once a year. The Council can convene only with over two-thirds of the Council members present. The resolutions generated in the session take effect by a vote of over half of the Council members present. The session date of the Council shall be determined by the Standing Council.

　　The functions and powers of the Council are:

　　(1)To constitute and amend the Charter of the SHCDF;

　　(2)To elect the standing trustees, the Secretary-General, the Vice-Chairman, and the Chairman;

　　(3)To examine and approve work report and annual budget and final accounts; and

　　(4)To decide on other major issues of the SHCDF.

　　Article 11: When the Council is not in session, the Standing Council assumes overall responsibility for the work of the Council. The Standing Council, which consists of the Chairman, the Vice Chairman, the Secretary-General and other standing members, is accountable to the Council.

　　The obligations of the Standing Council are:

　　(1)To implement the resolutions of the Council;

　　(2)To organize the implementation of the missions embodied in the Charter of the SHCDF;

　　(3)To appoint honorary trustees, Deputy Secretary-General and members of the Committee of Experts;

　　(4)To examine and approve the project plans submitted for grant and the sums of grant;

　　(5)To examine and approve the work schedule of the SHCDF;

　　(6)To examine and approve work report, annual budget and final accounts;

　　(7)To appraise the work of the Committee of Experts;

　　(8)To propose the scheme for the re-election of trustees;

　　(9)To arrange and coordinate the Council agenda and the related issues of the re-election; and

　　(10) To discuss and decide on other related major issues of the SHCDF.

　　Article 12: The Standing Council convenes irregularly and shall be summoned by the Chairman or the Standing Vice Chairman entrusted by the Chairman. The Standing Council convenes only if over two-thirds of the standing trustees are present, and its resolutions take effect only upon the approval of over half of the present standing trustees.

　　Article 13: The Chairman of the SHCDF is the legal representative.

　　The obligations of the Chairman are:

　　(1)To convene and preside over the sessions of the Standing Council or to entrust the Standing Vice Chairman to convene and preside;

　　(2)To arrange work of the Standing Council and to distribute work for the Vice Chairman, the Secretary-General and other standing trustees;

　　(3)To instruct the Secretary-General to report the operations of the SHCDF to the Standing Council;

　　(4)To exercise such functions and powers as the session of the Council may assign to him or her.

　　Article 14: The SHCDF has one Standing Vice Chairman and several Vice Chairmen to assist the Chairman's work. The obligations of Standing Vice Chairman are:

　　(1)To convene and preside over the Standing Council as entrusted by the Chairman;

　　(2)To execute the related important documents as entrusted by the Chairman;

　　(3)To assist the Chairman in arranging and handling the routines of the Standing Council.

　　Article 15: The SHCDF has one Secretary-General to lead the Secretariat in routine work. The obligations of the Secretary-General are:

　　(1)To implement the resolutions of the Standing Council;

　　(2)To direct the work of the Secretariat;

　　(3)To organize the drafting of the work schedule of the SHCDF, work report and financial budget and final accounts;

　　(4)To propose the scheme of establishing or removing work organs or the plan for appointing the directors of the organs and report to the Standing Council for approval; and

　　(5)To handle other routine work of the SHCDF.

　　Article 16: The SHCDF hereby establishes the Committee of Experts to appraise project plans submitted to the SHCDF for grants in order to ensure a correct funding direction as well as the fairness and justness of the appraisals aforesaid.

　　The obligations of the Committee of Experts are:

　　(1)To give preliminary examination on the projects;

　　(2)To suggest projects to be granted and the sums of grants to the Standing Council for approval;

　　(3) To evaluate and check the results of the projects carried out with grants.

　　Article 17: The terms of salary, insurance and welfare of the full-time staff of the SHCDF shall be in accordance with the related regulations of the state.

　　Chapter Five Sources and Utilization of Funds

　　Article 18: The sources of funds of the SHCDF are:

　　(1)Funds for cultural activities given by the government;

　　(2)Contributions from individuals or organizations at home and abroad;

　　(3)Other legal incomes.

　　Article 19: The utilization of funds shall be:

　　(1)In accordance with the requirement of the program for cultural development in Shanghai, the SHCDF draws out funding plans and regulations, and releases to the public the scope of the grants, the sum of grants available, application method, appraisal procedures and obligations of the grantees; and

　　(2)To ensure a fair selection, the project plans shall be evaluated by the Committee of Experts. The evaluation report shall be submitted to the Standing Council before being released to the public through the media;

　　(3)To ensure the validity of the grants, the SHCDF makes follow-up evaluation and necessary regulation of the projects that have received grants in due time.

　　Article 20: According to related national regulations, the SHCDF sets up and executes the system of fundraising, fund management and utilization. The SHCDF regularly receives the financial inspection of the supervisory authority and makes annual audit. Before the re-election and the replacement of legal representative, the SHCDF accepts the financial auditing of the supervisory authority and of the management organ for social organization registration.

　　Chapter Six Termination Formalities and Post-termination Asset Handling

　　Article 21: If the SHCDF has the imperative to be revoked due to dissolution, merger, dismissal or other reasons, the Standing Council shall present the termination motion. The Council will vote, and, if adopted, the decision shall be reported to the supervisory authority for examination and approval.

　　Article 22: Before the termination of the SHCDF, a liquidation organization shall be established under the guidance of the supervisory authority, to liquidate debts and creditor's rights and to handle the problems arising from the termination. During the liquidation, activities other than liquidation shall be ceased.

　　Article 23: The SHCDF terminates right after completing the retracting procedures in the management organ for social organization registration.

　　Article 24: The surplus assets of the SHCDF after the termination shall, in line with the relevant state regulations, be used to develop the undertakings related to the missions of the SHCDF under the supervision of the supervisory authority and management organ for social organization registration.

　　Chapter Seven Appendix

　　Article 25: The Charter shall be discussed by the session of the Council, and, if approved, it shall be subjected to further endorsement by the supervisory authority and the management organ for social organization registration before it takes effect. The same is true for the amendment of the Charter.

　　Article 26: The Standing Council of the SHCDF is entitled the sole right to the interpretation of the Charter.