BY-LAWS to the Statute of the GERMAN CHAMBER Of COMMERCE IN CHINA SHANGHAI Shanghai, June 14, 2001 1
BY-LAWS 1. OBJECTIVES OF THE REGIONAL CHAMBER SHANGHAI (RELATING TO ARTICLE 3 OF STATUTE) In addition to the objectives as outlined in the Statute the Regional Chamber Shanghai shall also strive for: The cooperation of the Chamber with the Delegation of German Industry and Commerce in Shanghai (herinafter referred to as "the Delegations"): 1. In pursuing its objectives, the Regional Chamber Shanghai makes use of the service capacities and the potential of the Delegation. 2. The Delegation functions as equal partner organization to the Regional Chamber Shanghai and places its service capacities at the disposition of that Chamber. 3. The Regional Chamber Shanghai shall respect the function of the Delegation in its own right, in particular the sole responsibility of the Delegation for its own staff members, for the finances of the Delegation and for the particular tasks of the Delegation evolving out of its integration into the world-wide network of the German bilateral Chambers of Industry and Commerce Abroad. 4. The representation of economic interests of the Federal Republic of Germany in China is an important part of the mission of the Delegation. This task shall be carried out in cooperation with the German diplomatic and consular missions. 5. The Regional Chamber Shanghai endeavors: to support the objectives and activities of the Delegation to assist the Delegation in fulfilling its task to promote the bilateral economic relations between the two countries, to cooperate closely and trustingly with the Association of German Chambers of Industry and Commerce (DIHK). 2. MEMBERSHIP OF THE REGIONAL CHAMBER SHANGHAI (RELATING TO ARTICLE 4 OF STATUTE) Register of Members: The Regional Chamber Shanghai shall maintain a Register of Members. The register will be kept by the Regional Chamber Shanghai's office and supervised by the President & CEO. For each member it will contain the following particulars: 2
a. name and nationality of the member b. name of the legal entity (company, representative office, etc.) operated or represented by the member c. type of activity of the entity, d. date of registration of the entity, e. in the case of companies: registered capital, share of the German investor, names of the members of the Board of Directors, name of the German parent company or investor, f. Address, tel./fax of the member and his firm/office, g. date of admittance to the Regional Chamber Shanghai. 3 TERMINATION OF MEMBERSHIP IN THE REGIONAL CHAMBER SHANGHAI (RELATING TO ARTICLE 4, SECTION C, OF THE STATUTE) a. In the case of termination of Membership upon resignation of a Member of the Regional Chamber Shanghai: A member resigning must inform the Board of Directors of the Regional Chamber Shanghai by registered letter sent to the President & CEO at least three (3) months before the end of the business year. lf a member, after having received a reminder to pay his annual membership fee, is still in arrears after a further three months, this shall be considered a declaration of resignation. A declaration of resignation has no effect on the rights and obligations ensuing from membership until the end of the business year. The Board of Directors may waive the observance of the three-month period if the reasons for the declaration of resignation are tenable. b. In the case of termination of Membership upon decision by the Board of Directors: The Board of Directors may exclude a member from the Regional Chamber Shanghai with a two-thirds majority on important grounds. Important grounds are in particular: any action highly detrimental to the objectives, rules and spirit of this Statute of the Regional Chamber Shanghai; dishonorable conduct lf any such reason for a member's exclusion becomes known, the President & CEO of the Regional Chamber Shanghai shall immediately call upon the member concerned in writing, asking the member to submit in writing his observations on the charges made against him within a period of two weeks. Subsequently, if the reasons for exclusion are upheld by the Board of Directors, the President & CEO or his representative will inform the member of the decision to exclude him by registered letter. The exclusion shall be deemed effective upon the posting of the registered letter. Exclusion does not entitle the member concerned to any reimbursement of membership contributions, nor does it establish any claim on the Regional Chamber Shanghai's assets. 3
4. RIGHTS OF MEMBERS OF THE REGIONAL CHAMBER SHANGHAI (RELATING TO ARTICLE 5 OF THE STATUTE) A. Voting Rights 1. The Statute of the Chamber, Article 5, provides that Principal Members, Additional Members and Associate Members of the Regional Chamber Shanghai and only members of this category shall have the right to vote in a General Meeting the Chamber. They have this voting right provided that their membership dues are paid for the past years and for the current year in full. 2. Members having the right to vote in a General Meeting are hereinafter referred to as "Voting Members". Voting Members shall have the right to vote according to the provisions as follows: a. Each Principal Member (and only Principal Members) shall register two authorized representatives with the Regional Chamber Shanghai, namely, one Permanent Representative and one Alternate Representative. All Representatives shall be entitled to participate in a General Meeting, but only one Representative, namely, the Permanent Representative, or in his absence the Alternate Representative shall have the right to vote at the General Meeting. b. Each Voting Member has one vote in a General Meeting. c. A Voting Member's right to vote may be transferred to another Voting Member by means of a written authorization (proxy authorization), but no Voting Member shall hold more than three authorizations of this kind. If the member to issue a proxy is a Principal member, its Permanent Representative shall sign the proxy. Any such proxy authorization must be submitted to the President & CEO of the Board not later than 24 hours prior to the time and date of the meeting at which such proxy is to be used for voting. It shall be presented in the form prescribed by the Board of Directors of the Regional Chamber Shanghai. B. Services of the Regional Chamber Shanghai The services of the Regional Chamber Shanghai are, in principle, available to members free of charge. lf they involve any special expenditure, or if they include services rendered by the Delegation, a contribution may be charged to cover costs. If there is a service charge, the amount will be made known prior to the rendering of the service. 5. OBLIGATIONS OF MEMBERS OF THE REGIONAL CHAMBER SHANGHAI (RELATING TO ARTICLE 5 OF STATUTE) a. No member shall be entitled to restrict the Regional Chamber Shanghai's 4
activities beyond the legal regulations and the framework set by this statute. b. The members of the Regional Chamber Shanghai shall pay an annual membership fee that will be determined by the Board of Directors in mutual understanding with the DIHK and approved by the General Meeting of that Chamber. c. Membership fees fall due at the beginning of the business year on demand for payment and shall be paid within two months. If membership commences in the second half of the year, a reduced contribution is levied. 6. ELECTION OF OFFICE HOLDERS OF THE BOARD OF DIRECTORS OF THE REGIONAL CHAMBER SHANGHAI A. Procedures: a. With the exception of the President & CEO, all office holders of the Board of Directors of the Regional Chamber Shanghai shall be elected by that Board itself. In particular the Board of Directors shall elect, amongst its Corporate members, by a simple majority of votes, the office holders of the Chairman, the Vice-chairman and the Treasurer. b. The President & CEO shall not stand for election. The Chief Representative of the Delegation of German Industry and Commerce serves automatically as Board Member and President & CEO of the Chamber: c. The Board of Directors may decide to introduce additional offices. d. The Board of Directors shall elect an Honorary Auditor, who shall not be Member of the Board of Directors. B. Terms of office: a. Office holders and Members of the Board of Directors shall, with the exception of the President & CEO, be elected to terms of two years. With the exception of the Chief Representatives of the Delegation no person may serve on the Board of Directors as an office holder or member for more than four (4) consecutive years. b. If the Board of Directors is convinced that the President & CEO shows a behavior persistently detrimental to the basic principles of the Statute and objectives of the Regional Chamber Shanghai it contacts, in consultation with the Chairman of the All-china Chamber, the DIHK. The Boards of the Regional Chamber and the AII-China Chamber, the DIHK and the President & CEO shall then try to find a common agreement within a period of 60 days. If an agreement could not be reached the General Meeting may discharge the President & CEO 5
with a two- thirds majority of all members of the Regional Chamber Shanghai from office. C. Vacancies: lf a Member of the Board of Directors of the Regional Chamber Shanghai leaves before the expiration of his term of office, he shall be replaced by the candidate for Board membership Who, although not being elected to the Board of Directors in the last elections, ranked next in terms of number of votes received. If a further vacancy occurs, this procedure shall be repeated. The replacing candidates must fulfill the criteria as established in Section 8.A. of the Statute. 7. MEETINGS OF THE BOARD OF DIRECTORS OF THE REGIONAL CHAMBER SHANGHAI a. Meetings of the Board of Directors of the Regional Chamber Shanghai shall be convened by the President & CEO. b. The Board of Directors of the Regional Chamber Shanghai shall meet at regular intervals not less than every 3 months to discuss ongoing matters of concern to the Regional Chamber Shanghai. Invitations shall be sent out not later than four (4) days prior to the date of the meeting, together with the agenda. In urgent cases, invitations may be made orally without any need to observe a time limit. The constituent meeting of an in part or fully newly elected Board of Directors shall take place immediately after the Ordinary General Meeting. c. The Board of Directors of the Regional Chamber Shanghai shall form a quorum if the majority of its members is present in the relevant meeting. Decisions may be taken by a simple majority unless the Statute or these By-Laws provide otherwise. The Members of the Board of Directors may be represented by proxy, the representative being one of the other Members of the Board. In case of a split vote, the Chairman has a casting vote. In urgent cases, members of the Board may cast their votes in writing in which case they must sign accordingly. d. Persons other than Members of the Board of Directors of the Regional Chamber Shanghai (in particular from the local diplomatic mission) may be invited by the Board to attend meetings of the Board of Directors of that Chamber. Participants at meetings of the Board of Directors who are not Members of that Board shall have no voting rights at such meetings. e. Minutes shall be taken for all meetings of the Board of Directors of the Regional Chamber Shanghai. Not later than one (1 ) week following the date of each meeting of the Board, the minutes taken at the said meeting shall have 6
been reviewed for accuracy, corrected as necessary by the President & CEO and approved by the Board of Directors. 8. AUDITOR (RELATING TO ARTICLE 11 STATUTE) The auditor shall make a record of the cash in hand and of the amounts available in the Regional Chamber Shanghai's bank accounts as on December 31 and sign it. A written report shall be prepared of the audit of the annual statement of accounts. The result of the audit shall be announced to the members of the Ordinary General Meeting. 9. ARBITRATION (RELATING TO ARTICLE 12 STATUTE) Any disputes arising out of the membership of the Regional Chamber Shanghai may be settled exclusively by this Arbitration Committee. Other disputes among members of the Regional Chamber Shanghai shall be settled by such Arbitration Board only if agreed upon between the relevant members. Disputes between the Regional Chamber Shanghai (or one of its organs) and the Delegation shall, if they cannot be resolved between these parties, be settled with the DIHK. 1O. DISSOLUTION OF THE REGIONAL CHAMBER SHANGHAI (RELATING TO ARTICLE 15 STATUTE) a. A motion to dissolve the Regional Chamber Shanghai may be tabled by the Board of Directors or by at least one-third of the Voting Members of the Regional Chamber Shanghai. The motion of non-board members must be submitted to the Board in writing. In this case, the Board of Directors must convene an Extraordinary General Meeting within six (6) weeks. b. The dissolution of the Regional Chamber Shanghai may only be decided upon by a two-thirds majority of the Voting Members of the Regional Chamber Shanghai upon approval by the DIHK. The Voting Members may be either present in person at that Extraordinary General Meeting or represented by proxy, or express their consent by postal vote. c. Subject to Article 9 Item 5 of the Statute, the Extraordinary General Meeting may decide by simple majority on the disposal of the Regional Chamber Shanghai's assets. They should be used to further strengthen German - Chinese business relations. d. The invitation to attend the Extraordinary General Meeting which is to decide upon the dissolution of the All-china Chamber must specifically indicate the purpose of the meeting and have been mailed at least six (6) weeks prior to the meeting. 7