Charter of Shanghai Broadcasting and TV Publicization Special Fund

　　Chapter One: General Principle

　　Article 1: Shanghai Broadcasting and TV Publicization Special Fund (hereinafter referred to as the Fund) is a special fund authorized by and subjected to Shanghai Cultural Development Foundation.

　　Article 2: The Fund is aimed to arouse attention, support commonweal publicization, promote the development and prosperity of commonweal publicization of Shanghai, forge the civilized image of Shanghai and contribute to developing commonweal publicization in China.

　　Article 3: The Fund is launched by Shanghai Media Group (SMG) and Shanghai Oriental Star Cultural Development Co. Ltd. (SOSCD). The start-up fund is provided by SMG. SMG and SOSCD are responsible for the management of the Fund.

　　Chapter Two: Mission

　　Article 4: The Fund shall, through various channels and measures, strive after imbursement and contributions from organizations and individuals who show great interests in the cause of culture art both at home and abroad.

　　Article 5: The Fund constructively promotes the development and the prosperity of commonweal publicization of Shanghai, sponsors and supports commonweal publicization, raises funds from the society for projects of publicization and enhances communication and cooperation with national and international enterprises and organizations.

　　Chapter Three: The Council

　　Article 6: The Council is an administrative, surveillant and authoritative institution of the Fund and it consists of permanent council groups and other council members or groups. Permanent council groups are shouldered by launching groups and they are permanent members of the Council as well as the core decision-makers of the affairs. One of the Trustee is to be shouldered by a member of SHCDF. According to the contributions to the Fund, council members can be added or dismissed.

　　Article 7: The Council has one Honorary Chairman, one Chairman, several assist Chairmen, several Trustees and a Chief Secretary. The first term of Chairman, assist Chairmen and Trustees are decided by negotiation of Council groups; the Honorary Chairman is recommended by the Council. The Chairman (including Honorary Chairman and assist Chairmen) is elected for a term of four years, and can be re-elected.

　　Article 8: The functions and powers of the Council are:

　　1. To constitute and amend the Charter of the Foundation;

　　2. To elect the Chairman and Vice Chairmen;

　　3. To examine and approve the project plans submitted for grant and the sums of grant;

　　4. To decide on financial assistance projects and examine the fulfillments of the project plans;

　　5. To add or dismiss trustees;

　　6. To decide on other major issues of the Foundation.

　　Council groups perform the same as trustees by assigning representatives (principally one each group except permanent council groups).

　　Article 9: Council meetings should be held at least once a year. Permanent councils and more than one-third of the councils are able to propose to hold temporary council meetings.

　　Before holding annual council meeting, the entire Council should be informed 15 days beforehand; to hold temporary council meetings, the entire Council should be informed 5 days beforehand. Informing doesn’t have to be bound to the limit under the circumstances of emergency and approval of permanent councils.

　　Article 10: Council meetings are summoned and presided over by the Chairman. If the Chairman cannot fulfill his administration, assigned assist Chairmen or other councils by the Chairman are eligible for summoning and presiding.

　　Article 11: Every trustee, council group and permanent council group has but one vote in the Council. Common decisions should be made with half of the Council approving. Decisions concerning Proceeding 1 to 5 of Article 8 cannot pass unless two-third of the Council members approve. Each permanent council group has one veto against any decisions.

　　Article 12: The Council should make meeting records of any decisions made and all attendants should sign on the records.

　　Article 13: The Fund's daily work is presided by the Chairman. The Chief Secretary is responsible for raising fund and daily management.

　　Chapter Four: Trustees and Others

　　Article 14: Representatives of organizations and individuals at home and abroad can be approved to be members of the Fund as long as they accede to the Charter, show great enthusiasm in the cause of nation's publicization and take on some necessary assignments in the Fund.

　　Article 15: Trustees have the right to participate in and supervise all kinds of work and to join all kinds of activities in the Fund. Also, they have the obligation to abide by the Fund's Charter, to execute resolutions made by the Council and actively accomplish the task assigned by the Fund.

　　Article 16: Financing of the Fund is sidelined by SHCDF. The Council is entitled to consult anything about the increment of the Fund to SHCDF.

　　Under certain circumstances a supervisor can be assigned by SHCDF to supervise the Council.

　　Chapter Five: The Fund

　　Article 17: The sources of the Fund are: funds for cultural activities given by the government, contributions from individuals or organizations at home and abroad as well as other legal incomes.

　　Article 18: The Fund is managed under the related requirement of Charter of Shanghai Cultural Development Foundation.

　　Article 19: The Fund is utilized in publicization-related items and activities. The Fund can also be utilized in other culture and art activities as well as items in accordance with the Charter under the circumstances of abundance of the Fund and the approval of the permanent council groups.

　　Article 20: Any expense of the Fund should be approved by the Chairman in the form of signature.

　　Article 21: The maintenance and increment of the fund are under the supervision and management of Shanghai Cultural Development Foundation. The fund can be deposited in the financial institutions to take in interests and can be used to purchase bonds, but it cannot be used as venture investment. The increment of the fund is in the possession of Shanghai Cultural Development Foundation.

　　Article 22: The Fund abides by the related finance system, audit system and social supervision system of Shanghai Cultural Development Foundation. The Fund implements an independent system of accounting and account opening and reports to the Council about the annual Budget and Final Account.

　　Article 23: When the sum of the fund（including fixed asset）is less than RMB100,000Yuan,the fund should be brought forward for accounting purposes. After liquidation, the asset is still in the possession of Shanghai Cultural Development Foundation, and the fund shall be disbanded simultaneously.

　　Article 24: When the sum of the Fund is unable to support publicization or the Fund is facing liquidation, the problem should be mainly settled by collecting money. The launching groups should be no longer responsible for investing the Fund unless there are specific decisions made by permanent council groups.

　　Chapter Six: Appendix

　　Article 25: The management, activities and utilization of the Fund is regularly revealed on the website of SHCDF (www.shcdf.org).

　　The Council of the Fund should submit one regular written report once a year to the trustees, council groups and permanent council groups.

　　Article 26: The Council is entitled the sole right to the interpretation and amendment of the Charter.

　　Stamp of the Launching Groups (and the Permanent Council Groups)

　　Shanghai Media Group

　　Shanghai Oriental Star Culture Development Co. Ltd.

　　Jan. 10th, 2005

　　Suggested Roll of the Council

　　Permanent Council Groups:

　　Shanghai Media Group

　　Shanghai Oriental Star Culture Development Co. Ltd.

　　Honorary Chairman: Wang Zhongwei (suggested)

　　Chairman: Zong Ming(suggested)

　　Assist Chairmen: blank (suggested)

　　Trustees: Zong Ming, Li Baoshun, Li Ruigang, Li Hongwei, Guo Dakang, Bi Gengxin, Ma Yanping, and Shen Genlin (the principal of SOSCD and the director of SHCDF)

　　Chief Secretary: the principal of SOSCD (suggested)

　　Application of Establishing“Shanghai Broadcasting and TV Publicization Special Fund”

　　To Shanghai Cultural Development Foundation:

　　In order to arouse societal attention to and support for publicization, to promote Shanghai’s publicization, to forge civilized city image of Shanghai and to contribute to publicization of China, we apply for the establishment of Shanghai Broadcasting and TV Publicization Special Fund. The Fund is sponsored by Shanghai Media Group and Shanghai Oriental Star Culture Development Co. Ltd., and RMB 500,000 is provided as the start-up fund by SMG. Those two groups are to be the permanent council groups of the Fund. Shanghai Broadcasting and TV Publicization Special Fund is subjected to SHCDF.

　　Please respond to the properness or improperness of the application.

　　Shanghai Media Group

　　Shanghai Oriental Star Culture Development Co. Ltd.

　　Jan 10th, 2005