Chapter One General Principle

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

Article 2: The mission of the Fund is to promote the development of culture and art in Shanghai, to support cultural talents, to enhance cultural exchange, to reward those talents who have made contribution to the cause of culture and art in Shanghai, to make efforts to the prosperity and development of culture and art and to mobilize social force to actively pay attention to the culture and art undertakings in Shanghai.

Article 3: The sponsor of the Fund is Zhejiang Greentown Real Estate Development Co., Ltd. The company has contributed initial fund and works as the Permanent Director of the Council.

Article 4: The Fund firmly abides by the nation's related law and regulation and the charter of Shanghai Cultural Development Foundation.

Chapter Two Mission

Article 5: 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 and art both at home and abroad.

Article 6: The Fund shall support the creation of culture and art, especially the creation and performance of culture and art with originality, exploration, and internationality.

Article 7: The Fund shall support the performance talents of culture and art, especially the introduction and improvement of leaders in the field of culture and art in Shanghai.

Article 8: The Fund shall support the important performance events of culture and art, especially the creative, classic and comprehensive ones of high level, large scale.

Article 9: The Fund shall support culture and art exchange, especially the regional and international performance art exchange projects which are helpful to improve the city image, overall strength of high art, artistic level and brand influence of Shanghai.

Article 10: The Fund shall support the popularization of culture and art education and reward the organizations and talents that have made contribution to the popularization of culture and art.

Chapter Three The Council

Article 11: The Council is an administrative, supervisory 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. According to the contributions to the Fund, council members can be added or dismissed.

Article 12: The Council has 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 Chief Secretary is elected by the Council. The Chairman, Vice Chairman and Chief Secretary are elected for a term of four years, and can be re-elected.

Article 13: 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 14: 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 15: 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 16: 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. Each permanent council group has one veto against any decisions.

Article 17: The Council should make meeting records of any decisions made and all attendants should sign on the records.

Article 18: 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 19: 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 culture and art and take on some necessary assignments in the Fund.

Article 20: Trustees and council groups 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 Chapter, to execute resolutions made by the Council and actively accomplish the task assigned by the Fund.

Article 21: Financing of the Fund is sidelined by SHCDF. The Council is entitled to consult anything about the financing of the Fund to SHCDF.

Chapter Five Funds

Article 22: 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 23: The Fund is managed under the related requirement of Charter of Shanghai Cultural Development Foundation.

Article 24: The Fund is utilized in items and activities related to art development undertaking. 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 25: All items granted by this fund should give clear indication of Items Granted by Greentown Culture and Art Special Fund in proper way when appeared in public.

Article 26: Any expense of the Fund should be approved by the Chairman or the Chief Secretary authorized by the Chairman of the Fund in the form of signature.

Article 27: The funds are under the supervision and management of Shanghai Cultural Development Foundation. The funds can be deposited in the financial institutions to take in interest and can be used to purchase bonds, but it cannot be used as venture investment.

Article 28: 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 29: When the sum of the funds（including fixed asset）is less than RMB10, 000 Yuan (lasting for more than one year), the funds should be brought forward for accounting purposes. After liquidation, the asset is still in the possession of Shanghai Cultural Development Foundation, and the funds shall be disbanded simultaneously.

Chapter Six Appendix

Article 30: The Council is entitled the sole right to the interpretation and amendment of the Charter.