STATUTES FOR THE HONG KONG CHAMBER OF COMMERCE IN SWEDEN

(registration number 802442-9113)
Adopted at the Annual General Meeting 30 March 2017

1. Name, legal form and registered office

(1.1) The name of the Chamber is “The Hong Kong Chamber of Commerce in Sweden”, also referred to as Handelskammaren Sverige Hongkong.

(1.3) The Chamber is established as a non-profit organization (Sw: ideell förening).

(1.4) The Chamber has its registered office in the municipality of Stockholm.

2. Objective

(2.1) The primary objective of the Chamber is to promote Sweden-Hong Kong trade, and investments, and joint projects within industry, science, research, services, education and culture.

(2.2) The Chamber is non-political.

3. Membership

(3.1) Any company, organization, other legal entity and sole proprietorship, which support and promote the object of the Chamber is eligible to be Corporate Member.

(3.2) Any private individual which support and promote the object of the Chamber is eligible to be Individual Member.

(3.3) Private individuals who have been especially deserving of the Chamber or its object, or who through their membership will honour the Chamber, be appointed Honorary Members by the board of directors.

4. Membership fees and service fees

(4.1) The membership fee to be paid to the Chamber is determined by the board of directors.

(4.2) The board of directors may decide that Corporate Members shall pay an annual service fee.

5. Membership rights

(5.1) All members are entitled to attend events and utilize the services the Chamber provides in line with their membership levels as may be decided by the board of directors.

(5.2) All members shall have voting rights at a general meeting.

6. Termination of Membership

(6.1) A member may resign from the Chamber by sending a resignation to before the end of the financial year in order to be effective by the end of the financial year.

(6.2) The board of directors may terminate a membership with a majority vote of three-quarters of the directors present at the board meeting if the member has acted in a manner that contravenes the best interests of The Chamber, the business or personal conduct of the member in question has jeopardized the good reputation of the Chamber or Swedish-Hong Kong relations.

(6.3) The board of directors may terminate an Honorary Membership without providing the Honorary Member with the reasons therefore.

7. Board of Directors

(7.1) The board of directors of the Chamber shall consist of at least five members, with a maximum of three deputy members.

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(7.2) The Members of the board of directors shall be elected for the time up to the end of the next annual general meeting.

(7.3) The board of directors shall each year elect within itself a chairperson, as well as one or two vice-chairmen.

(7.4) The chairperson shall preside at all board meetings. In his absence the meetings shall be presided over by one of the vice-chairpersons or by another member of the board of directors elected by the board members present.

(7.5) A quorum of at least half of the total board members is required before a meeting may be held.

(7.6) The board of directors shall adopt resolutions by simple majority vote. In the event of a tied ballot, the chair shall have a casting vote.

8. Annual Accounts and Auditors

(8.1) The Chamber shall appoint annually one or more independent auditor(s) to audit the accounts of the Chamber and the administration by the board of directors.

(8.2) The annual accounts shall be available to the members at least one week prior to the annual general meeting.

9. Financial year

(9.1) The financial year of the Chamber is 1 January – 31 December.

10. Notice convening a general meeting

(10.1) Notice convening a general meeting shall be sent by mail or email not earlier than five and not later than two weeks prior to the general meeting.

11. General Meeting

(11.1) The annual general meeting shall be held within three months from the end of each financial year. (11.2) At the annual general meeting the following matters shall be addressed:

(a) Election of a chairperson of the meeting;
(b) Preparation and approval the voting list;
(c) Approval of the agenda;
(d) Election of two persons to attest the minutes;
(e) Confirmation that the general meeting has been duly summoned; (f) Presentation of the annual accounts and the auditor’s report;

(g) Resolutions:
i) on adoption of the income statement and balance sheet
ii) on the disposition of the Chamber’s profit or loss as shown in the adopted balance sheet iii) on discharge of liability of members of the board

(h) Determine any fees to be paid to the auditors.
(i) Election of the Board of Directors and auditors;
(j) Appointment of an Election Committee.
(k) Other matters which are permitted to be addressed by the meeting pursuant to these Bylaws.

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(11.3) Proposals from members to be resolved upon by the annual general meeting shall be presented in written form to the board of directors no later than six weeks prior to the annual general meeting. Such proposals and any possible proposals from the board of directors shall be provided to the members no later than one week prior to the annual general meeting.

(11.4) An extra general meeting may be held if the board of directors so decides, or else upon written request of at least 25 members. At such meetings no business other than that stated in the notice to the meeting shall be transacted.

(11.5) Voting at general meetings shall be open unless otherwise requested. In the case of a tie the chairperson has the deciding vote unless it concerns an election, when the decision shall be by lot.

12. Alteration of statutes and dissolution of the Chamber

(12.1) A resolution on the alteration of these Statutes or on the dissolution of the Chamber shall not come into force unless supported by at least two thirds of the voters at a general meeting.

(12.2) Should the Chamber be dissolved, the general meeting shall decide on the use of the assets remaining after all debts have been paid.

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