CONSTITUTION OF CHINA CULTURAL INDUSTRY ASSOCIATION

Chapter 1: General Provisions

1. The Chinese name of the Association is 中国文化产业协会; Its English name is China Cultural Industry Association; the initials are CCIA.

2. This Association is a nationwide, industrial, non-for-profit social legal entity which is voluntarily constituted by outstanding organizations that are engaged in cultural works.

3. The aims of the Association are as follows:

Persist in giving priority to social benefits during the progress of cultural industry development;

Integrate the industrial strength and to implement cultural projects under the governmental guidance;

Strengthen the union and cooperation of cultural industrial companies;

Promote the demonstrative effect of outstanding culture enterprises;

Push forward Chinese cultural industry going abroad,

Make active contribution to building the cultural industry into a pillar industry in the national economy.

The Association is comply with the constitution, laws, regulations and policies of the state and abide by the social morality.

4. The Association is operated under the supervision and regulations Ministry of Civil Affairs.

5. The Association is based in Beijing.

Chapter 2: Sphere of Business

6. The sphere of business includes the following:

(1) To research and explore the theory, guideline and policy for the development of cultural industry and its demonstration bases/parks; to conduct subject survey consigned by the government; to propose industry development solutions and suggestions to governmental competent departments.

(2) To liaise and organized members for major industrial project implementations under the guidance of government departments; to enhance the quality and quantity of cultural product supply; to promote the cultural industry development with practical measures.

(3) To establish proper systems to help members with bottleneck problems in distribution channels, financial investment and talents; to support a number of outstanding members for better development; to train and foster a number of preeminent cultural entrepreneurs.

(4) To actively promote and encourage the cooperation among members; encourage the joint works among different ownerships and develop a better cultural industrial chain.

(5) To actively summarize, promote and extent the successful experiences shared by members; create a networking platform for members to publicize product or service.

(6) To give prior support to the cultural industry development in the ethnic minority concentrated regions as well as poverty-stricken and remote rural regions; to report on their industrial demand and push the preferential policy to be made for these regions.

(7) To conduct fundamental status research on cultural industry; assist governmental competent departments on the formulation and implementation of industry development plan and related regulations; establish the industrial self-discipline system, raise the quality level of the industry and increase the economic and social beneficial return.

(8) To set up an information exchange system, draw up industrial regulation and guidelines; establish a system for industrial self-discipline; to standardized the industrial behavior and promote the spiritual civilization construction in cultural industry.

(9) To maintain the legitimate rights and interests of the member firms and provide them with consultative services.

(10) To promote and exhibit advanced cultural technology, launch training programs for personnel specializing in cultural arts, professional techniques and management, so as to enhance the quality level of the members.

(11) To develop a friendly contact with the outside world; make arrangement for the exchange of experience in culture, technology and management among enterprises; promote horizontal economic cooperation and technological progress; establish close relationship with oversea associations and institutions, and make a joint effort to help Chinese culture industry "going global”.

(12) To collect, edit and publish industry policies and regulations, market information, journal and materials under relevant rules.

(13) To provide members with consultative and planning service.

(14) To fulfil the work or tasks entrusted by government and members

(15) To carry out other activities and public welfare undertakings for the

Association according to the need of the development of the industry

Chapter 3: Membership

7. The Association shall only accept collective unit as its member

8. Fine enterprises and institutions engaged in cultural industry may apply for membership provided that they accept the rules and regulations of this constitution.

9. Applicants shall submit their applications for membership; after initial check the application shall go through the management board or in some cases the governing council. In the case of acceptance, the governing council shall appoint an authorized institute to complete the registration process and issue membership certificate.

The Association will give priority to the following applicants on consideration of acceptance:

(1) Applicants from ethnic minorities and ethnic minority areas, deprived areas and remote areas

(2) Applicants engaged in special cultural content production and have made remarkable achievement

(3) Applicants who pay attention to technology integration, in line with the future development trend of cultural industry.

10. Member of the Association enjoy the following rights and interests:

(1) Right to elect and be elected, right to vote;

(2) Right to attend activities held by the association;

(3) Priority to acquire information service, journal, document and data issued by the association;

(4) Right to make suggestion, comment and supervision on the operation of the Association

(5) Freedom to join and withdraw from the Association

11. Members of the Association shall perform the following obligations

(1) Comply with this constitution, execute the resolutions issued by the Association

(2) Uphold the legitimate right and interest for the Association

(3) Actively undertake the work consigned by the Association

(4) Pay membership dues on time

(5) Take care of the work of the Association and actively provide the Association with useful information.

12. In the case of withdrawal, a member shall inform the Association by written notice and return the membership certificate to where it is issued. Membership shall be deemed withdrawal if a member ceases to perform their obligation for one year.

13. Membership shall be removed by the management board or governing council if a member conducts illegal business, dishonest operation or seriously violate this constitution.

Chapter 4: Institutional Framework and Appointment/Dismissal of the Executives

14. Members’ representative congress is the top authority of the Association, which possess the powers below:

(1) To constitute and amend the constitution

(2) To vote, appoint or dismiss the managing director

(3) To review the operational and financial report submitted by the management board

(4) To lay down and alter the charge of membership dues

(5) To make decisions on the operational guideline and tasks of the Association

(6) To decide on the termination of some major issues

15. The members’ representative congress shall only be held with more than two thirds of the members present at the meeting; a resolution will enter into force provided that it is passed by more than half of the members.

16. The members’ representative congress shall be fixed at a 4 year’s term; a temporary members’ representative meeting shall be called provided that it is proposed by more than one third of the members, reviewed by the government competent department and approved by the administrative institution for social organization registration and management. Deferrable time shall not exceed one year in the case of postponing the meeting.

17. The management board shall act as the executive institute for members’ representative congress; during the adjournment of the congress, the management board shall take charge of the daily operation, and be responsible for the members’ representative congress.

18. The management board shall hold the office for a 4 year’s term; the management board shall adjust the office term accordingly when the term for members’ representative congress shall be advanced or postponed. When a managing director in office is unable to perform his/her duties, in resignation or any other reasons result in position adjustment, his/her governing firm shall propose a new candidate and submit it to the managing board for approval; a record shall be kept at the secretariat.

19. Power of office for management board includes:

(1) To implement the resolution issued in the member’s representative congress

(2) To elect and withdraw the executive director, president, vice president; appoint and dismiss the secretary general

(3) To arrange and host the members’ representative congress

(4) To brief and disclose operational and financial status to members’ representative congress

(5) To determine the establishment, modification or withdrawal of the operational institute, branch or representative office

(6) To decide the acceptance or removal of a membership

(7) To give guidance to the branches or institutions in their operational work

(8) To appoint to the position of deputy secretary general and responsible personnel for each department

(9) To draw up the internal management system

(10) To review the annual operational plan, report and financial status.

(11) To debrief and review the operational report from executive directors

(12) To resolve other major issues

20. The management board meeting shall be held provided two thirds of the managing directors present; the resolution of the board shall enter into force provided that it is passed by two thirds of present directors. Each managing director owns one vote.

21. The management board meeting shall be held every year; in extraordinary case, a temporary management meeting shall be called.

A management board meeting shall be hosted by the President.

22. The Association shall set up an executive board; the executive director shall be elected from the management board; during the adjournment of management board meeting, the executive board shall exercise the power listed in section 20 (1), (3), (5), (6), (7), (8), (9), (10). The Executive board shall be responsible for the management board. The number of executive directors shall not exceed one third of the number of managing directors.

23. The executive board meeting shall be held provided that at least two thirds of the executive directors present; the resolution of executive board meeting shall enter into force provided that it is passed by two thirds of present executive directors

24. The executive board meeting shall be held at least every half year; in extraordinary cases, a temporary meeting can be called in the form of electronic communications.

A temporary executive board meeting shall be called by one third of the executive directors.

25. The Association shall have one President and a certain number of vice presidents, all of which are nominated by the executive board and elected by the management board.

26 The President, vice president and secretary general of the Association shall demonstrate the following qualifications:

(1) Adhering to the CPC’s guideline, principles and policies, possessing good political quality

(2) Possessing great influence on cultural industry

(3) Age below 70; the secretary general shall be a full-time position

(4) In good health condition; able to work in normal condition

(5) Not having committed any crime and been deprived of political rights

(6) Possessing full civil capacity

(7) Possessing team spirit, good at listening to different opinions particularly from the members; actively providing service to the members

(8) Good at thinking; able to provide suggestions on industrial development to the competent departments

(9) Possessing good organization, communication and coordination skill

(10) Honest and upright, behave moral and clean, abide by the law, working diligently.

27. If the age of the President, vice president and secretary general are older than the age requirement, their nomination should be proposed by the management board, reviewed by the government competent department and approved by the administrative institution for social organization registration and management.

28. The President, vice president and secretary general shall be in service for a 4-year term, or no more than two terms consecutively. In unusual case when they need to further prolong their term, they need to have two-thirds of the votes from the members’ representatives, review of the government competent department and the approval of the administrative institution for social organization registration and management.

29. The President is the legal representative of the Association in signing major documents on behalf of the Association. In unusual case the vice president and secretary general can take his place with the review and approval of the administrative institution for social organization registration and management.

The legal representative of the Association shall not hold a concurrent post in any other organizations.

30. The President of the Association shall exercise the following powers:

(1) To call in and host the members’ representative congress, management board meeting and the executive board meeting

(2) To inspect the implementation of the resolution made in members’ representative congress, management board meeting and executive board meeting.

(3) To nominate the candidate for secretary general and submit it to the management board meeting for approval and appointment.

31. The President, vice president, executive director or managing director shall be exempted from his or her position in any of the following circumstances:

(1) Unable to perform his or her duty

(2) Doing harm to the reputation of the Association or violating the aims of the Association

(3) Not bearing full civil capacity

(4) Having been deprived of political rights for criminal punishment

32. The secretary general shall exercise the following powers:

(1) To lead the daily operational work for relevant departments; to take charge of the implementation of the annual work plan;

(2) To coordinate with the affiliated branches and representative offices for business operation.

(3) To nominate the candidates of deputy secretary general and the main responsible personnel of each department to be submitted to the management board or the executive board for approval.

(4) To approve the recruitment for each department, branch and representative offices.

(5) To manage other daily operational issues.

Chapter 5: General Principal of Asset Management and Utilization

33. Source of funding for the Association

(1) Membership dues

(2) Donation

(3) Sponsorship

(4) Governmental funding

(5) Income from activities and services within the approved business sphere

(6) Other legal income

34. The Association shall collect membership dues according to the relevant

National Provisions.

35. The membership dues are obliged to be used exclusively for the related business specified in this constitution and the development of the Association.

The property of the Association shall not be privately occupied, distributed, nor diverted by any party or individual.

36. The Association shall establish a strict financial management system and ensure to maintain a legitimate, true, accurate and complete account in accordance with the relevant financial regulations of the state; The Association shall hire professional accounting staff; an accountant shall not concurrently hold the position as cashier; the accounting personnel shall conduct financial accounting and financial supervision for the Association. In the case of accounting personnel re-allocation or demission, they shall go through the takeover process with their successors.

37. In the case of changing term of office or replacing the legal representative, the Association shall conduct financial audit by an audit firm approved by the competent department.

38. The asset management of the Association shall comply with the provisions of the national financial management system, and operate under the supervision of the members’ representative congress and financial departments. Assets from the state funding sources or social donation shall be obligated to receive the supervision of the authorized auditing firm; auditing reports shall be released to public in a proper way. No private distribution or embezzlement shall be allowed by any party or individual.

39. Standard of the payment, insurance and benefit for employees of the Association will be referred to relevant provisions of the state on institutions.

40. Membership dues or donated assets are non-refundable in the case of membership withdrawal or removal.

41. The Association shall prepare the financial budget report for every fiscal year and submit it to the management board for approval; A copy shall be kept in its operation and registry governing organizations.

Chapter 6: Amendment of Constitution

42. Any amendment to be made on this constitution shall be initially passed by management board and submitted to the members’ representative congress for final approval.

43. The revision of constitution shall be reported to its operational governing organization for review within 15 days after passed by the members’ representative congress; in the case of approval, the revision of constitution shall come to effect after further reviewed and approved by its registration governing organization.

Chapter 7: Termination and Disposition of Property

44. Termination or termination due to separation or merger, shall be proposed by the management board or the executive board and resolved by the members’representative congress.

45. The proposal of termination of the Association shall be discussed and passed through by the members’ representative congress; when the termination is resolved, the resolution shall be submitted to the operation governing organization for approval.

46. Prior to the termination, a liquidation organization shall be set up to clear claims and debits and handle aftermath under the guidance of the operation governing organization and competent department; during the liquidation, no activity shall be held except for those related to the liquidation.

47. The termination shall come into force immediately after the cancellation procedure is completed in the registry governing organization.

48 Subject to the state rules, under the supervision of its governing organizations, the remaining property, after the termination, shall be utilized to develop related business with similar aims of the Association

Chapter 8: Annex

49. This constitution was passed by the 1st members’ representative congress on Jun 29, 2013.

50. The management board of the Association reserves the right to interpret the terms and conditions of this constitution.

51. This constitution shall come into force on the date of receiving approval from the registry governing organization.