Articles of Association of the Swiss-Chinese Chamber of Commerce

I Principles

§ 1 Name and Principal Office

Under the name “Swiss-Chinese Chamber of Commerce“ (hereafter called “SCCC” or “Chamber”) an association having legal status with its seat in Zurich is formed pursuant to Art. 60 et seq. of the Swiss Civil Code.

To the extent as these Articles do not provide otherwise, the Swiss Civil Code shall apply to the legal situation of the association.

§ 2 Purpose

The Chamber has the purpose to promote the commerce and the business relations between Switzerland and the People’s Republic of China, according to the principles of reciprocity.

To this end, the Chamber maintains contacts with the Swiss and the Chinese Authorities, boards of commerce and enterprises, business persons and industria-lists. In the event of difficulties, it may be active as a mediator; it may give information on all aspects of Swiss-Chinese business relations and issue reports and opinions on the subject of commercial and economic policy. The Chamber may publish a perio-dical and other publications.

The Chamber has the purpose to involve all of Switzerland in its activities and it shall be the contact partner for Chinese and Swiss natural persons and legal entities. The Members of its linguistic regions shall be adequately represented on the boards of the Chamber.

The Chamber shall promote and facilitate contacts and communication among the members by organising events and by digital communication means.

The Chamber avoids all commercial transactions, it may, however, provide services to its members and third parties against remuneration, provided that these services comply with the purpose of the Chamber . It does not deal with political issues.

§ 3 Assets

The assets of the association belong to the association as such and are managed by the Board. No Member has any claim to a part thereof.

In case of dissolution of the association, the assets existing after the payment of the obligations and not being subject to attribution to a specific purpose will go to a charitable institution situated in Switzerland to be determined by the General Assembly.

§ 4 Business Year

The business year of the Chamber shall be the calendar year.

§ 5 Modifications of the Articles and Dissolution

Any resolution on the modification of the Articles or the dissolution of the association requires the majority of three-fourths at a General Assembly.

II Membership

§ 6 Members

Individuals and legal entities interested in the economic relations between Switzerland and China can become Members of the Chamber.

§ 7 Honorary Members

Personalities who have earned high merits either for the trade relations between Switzerland and China or for the Chamber may be appointed Honorary Members by the General Assembly.

§ 8 Beginning and End of Membership

The membership begins with the admission. It ends by resignation, death, dissolution of a com-pany, bankruptcy or exclusion.

Whoever intends to become a Member of the Chamber has to submit a written request. The Board decides on such requests to the extent the Board does not appoint a committee for such purpose. The Board independently regulates the admission procedure and may appoint a committee for such purpose. No one is entitled to admission. A request may be rejected without being substantiated.

A resignation is valid only if given with a two months’ notice prior to the end of a business year.

In the event that a Member seriously violates his or her obligations pursuant to § 10 para. 2 or § 11, the Board may decide to exclude such Member.

§ 9 Right to Vote

Each Member has one vote in the General Assembly.

Legal entities cast their votes through a representative.

§ 10 Rights and Obligations of the Members

The Members shall benefit from all activities of the SCCC and may use the consulting service and the support of the Chamber in the field of Swiss-Chinese trade and commerce and may obtain all publications of the Chamber, such as periodicals, instruction sheets, etc. The Chamber may charge a fee and expenses according to the guidelines to be adopted by the Board.

The Members shall support the endeavours of the Chamber and its work. They are expected to conduct themselves in a respectable manner in both business and non-business activities.

§ 11 Membership fees

An annual membership fee shall be paid by Members; its amount shall be resolved upon by the General Assembly.

The Members are liable for the association’s debts only up to the amount of their membership fees. Any further liability is excluded.

Membership fees fall due on demand for payment and shall be paid within one month.

III General Assembly

§ 12 Supreme Body

The General Assembly of the Members shall be the supreme body of the Chamber.

§ 13 Ordinary General Assembly

The ordinary General Assembly shall take place not later than within six (6) months of the end of the business year. Its powers are in particular:

(a) Approval of the Business Report and of the Annual Financial Statements;

(b) Discharge of the Board;

(d) Election of the Auditor;

(e) Amendments of the Articles of Association;

(f) Determination of the membership fees.

§ 14 Extraordinary General Assembly

An extraordinary General Assembly may be convened any time if necessary; it must be convened if requested by one-tenth of all Members submitting a written and substantiated demand.

§ 15 Convocation

General Assemblies are convened by the Board.

The invitation to General Assemblies is made by circulating letter and may also be made electronically; the invitations must be dispatched at the latest twenty days before the day of the Assembly.

The invitation has to contain the agenda of the Assembly.

§ 16 Proceedings

The President or a Vice President takes the Chair of the General Assembly. Is neither the President nor a Vice President attending, the General Assembly shall appoint the Chairperson of the Assembly.

Every General Assembly properly convened has the quorum to take decisions which are covered by the agenda. In the event of an equality of votes, the Chairperson has the casting vote.

Upon a proposal the General Assembly may decide to take a secret vote.

Every Member has the right to be represented by another Member, on the basis of a written proxy. A Member may represent more than one other Member.

IV Board

§ 17 Power of Representation

The Board manages and governs the Chamber and acts on its behalf. It is responsible for the strategic positioning of the Chamber.

§ 18 Composition

The Board consists of at least five and a maximum of 20 Members elected by the General Assembly. They act on an honorary basis. The Board especially consists of the President, the Vice President/s, the Secretary, the Treasurer and the Representatives of the Committees.

The term of office is two (2) years. The term of office is limited to a maximum of eight (8) years.

In the event that a Member gives up his function during his term of office, the Board may co-opt another person to the Board, but must submit such co-optation to the approval of the next General Assembly.

§ 19 Functions of Board Members, By-Laws

The Board appoints from its Members a President, one or more Vice-Presidents, a Secretary, a Treasurer and the Chairpersons of the Committee. The Board issues By-Laws/Schedule of Competences.

§ 20 Signature Power

The President, the Vice President/s, the Secretary, the Treasurer and the General Manager have collective signature power by two.

§ 21 Meetings of the Board; Decisions

The meetings of the Board are called by the President. At least four (4) meetings of the Board shall take place annually. He must call a meeting if so requested by one-third of all Board Members. The Board needs a quorum of one-half of its Members attending to take a decision.

The Board Meeting is chaired by the President or as his representative by a Vice-President or another Member of the Board appointed as Chairperson of the Meeting. The Chairperson has the right to vote and, in the event of an equality of votes, the casting vote.

Based on a written proxy a Board Member may be represented by another Board Member.

Resolutions may also be cased by circular decision (including by telefax or by email).

§ 22 Committees

The Board may resolve about the appointment of Committees, their duties and it appoints the Chairpersons of the Committees. Only Members of the Association may be members of the Committees. To the extent that the By-Laws do not stipulate otherwise, the Committees resolve upon their own organisation and activities. Each Committee reports once a year about its activities in a Board Meeting.

§ 23 Nomination as Board Member

The maximum age for nomination as board member is 65 and the nominated candidate must be employed by an employer or actively pursuing a business.

V Advisory Board

§ 24 Competences

The Advisory Board performs the duties of a Think Tank for the Chamber. As an interface between the economy and the Chamber it is responsible for consulting the Board regarding the strategic positioning of the Chamber as well as for evaluating and identifying the goals of the Chamber. By board resolution the Advisory Board may be accorded additional functions, as for example the role of the decision-making body of the entrepreneurial price to be awarded by the Chamber.

§ 25 Composition

The Advisory Board is composed of eminent representatives of the economy and the public sector, who maintain a close link to the relationship between Switzerland and China. It consists of at least five Members, who shall be proposed by the President and appointed by the Board. They act on an honorary basis.

Members of the Advisory Board shall be appointed for a term of office of one (1) year; they may be re-elected.

§ 26 Functions of Advisory Board Members

The Advisory Board constitutes itself by appointing from among its Members a Delegate.

§ 27 Meetings of the Advisory Board, Resolutions

The Meetings of the Advisory Board shall be convened by the President. At least once a year one (1) meeting of the Advisory Board shall take place. The Board may stipulate in the By-laws further details regarding the organisation, the meetings and the resolutions of the Advisory Board.

VI Management, Auditor

§ 28 Management

The Board may appoint a General Manager for taking care of daily matters, as well as other staff. The employment/performance of the General Manager shall be annually assessed and confirmed by the Board.

The Director and other staff need not to be Members of the Chamber.

§ 29 Auditors

The term of office of the Auditor elected by the ordinary General Assembly is one year. The Auditor’s duty is the examination of the annual financial statements within the scope of a limited audit. He is at any time entitled to demand the production of accounts and documents and to inspect the cash balance. The finding of his examination has to be reported in writing to the Board for the attention of the General Assembly.

The Chamber’s annual financial statements also encompass the annual financial statements of the Swiss-Hong Kong Business Association (SHKBA) as long as the financial independence of such association (SHKBA) has not been achieved. The Chamber keeps integrated accounts and establishes the annual financial statements and is responsible for having these audited by its Auditor.

Any surplus generated from activities of SHKBA will be fully forwarded to the Chamber to cover expenses in regard to services rendered, personnel and infrastructure costs. Any losses, which surpass the limited liability of the Members of SHKBA will be covered by the capital fund of Members of SCCC.

VII Final Provisions

§ 30 Present Articles

The present Articles have been approved by the founding General Assembly of September 2nd 1980 and by the extraordinary General Assemblies of December 15th 1980 and October 6th 1981. The present Articles have been revised at the ordinary General Assemblies of March 28th 1983, of February 5th 1993, of March 17th 1995, of May 23rd 2003, of May 11th 2006, of June 3rd 2008, of June 30th 2011, of June 3rd, 2016, of October 29th, 2020, and of June 25th, 2021.

Zurich, June 25, 2021

Comment:

To the extent that only the masculine form is used in these Articles of Association, this is for the sake of simplicity only and the feminine form is of course always incorporated.