Holding of General Meetings by Companies during the period of the Novel Coronavirus (COVID-19) Pandemic

“Public place” is defined under section 2 of Cap. 599G to mean “a place to which the public or a section of the public may or are permitted to have access from time to time, whether by payment or otherwise”.

An event (including a meeting) that satisfies the conditions as set out under the definition of “specified event” in section 2 of Cap. 599F would fall within the meaning of “specified event”.

General meetings that are group gatherings taking place at event premises as defined under Cap. 599F would be exempted under Cap. 599G if the relevant requirements and restrictions specified under Cap. 599F are complied with.

According to section 8(1) of Cap. 599F, the Secretary for Food and Health may issue a direction imposing requirements or restrictions, for a period specified in the direction, in relation to, among others, any business carried on, or any activity carried out, by any person on any event premises, including the mode of operation of the business or activities.

For details of the applicable requirements and restrictions, please refer to the “Frequently Asked Questions on New Requirements to Reduce Gatherings” at the Government’s COVID-19 dedicated webpage at  https://www.coronavirus.gov.hk/eng/social_distancing-faq.html.

For Hong Kong-listed companies, please also refer to the websites of the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited for any latest updates.

There are a number of measures that a company is advised to consider and adopt, where appropriate, in the conduct of a general meeting.

(A) Hybrid meetings

The Companies Ordinance (Cap. 622) (“CO”) facilitates a hybrid meeting, namely, a physical meeting together with a form of electronic participation using tele-conferencing, video-conferencing or other electronic means.

By virtue of section 584, a company is expressly permitted to hold a general meeting at 2 or more places by using technology that enables members who are not at the same place to listen, speak and vote, subject to the provisions of the company’s articles of association (“articles”).  In this connection, companies may review their articles to see if a hybrid general meeting is permissible. 

To reduce the need for physical attendance, companies are highly encouraged to use technology and digital tools to hold hybrid general meetings.  For meetings that are held at different venues, video-links could be provided to allow attendees at each venue to participate.

Pursuant to section 576 of the CO, if a general meeting is to be held at 2 or more places, the principal place of the meeting and the other place or places of the meeting must be specified in the notice of meeting.

(B) Pre-registration and proxy voting

In order to better manage the number of members that may attend the meeting, companies may consider requesting members to pre-register if they (or their proxies) wish to attend the meeting in person.  Companies may also encourage members to vote by proxy, or, if practicable, by electronic modes of voting, and to submit their questions to management in writing before the meeting.

Under section 585(3) of the CO, where a company has more than 1 member, subject to the provisions of the company’s articles, 2 members present in person or by proxy is a quorum of a general meeting of the company.  The right to appoint a proxy and the procedures relating to the appointment of proxies are stipulated in sections 596 to 608 of the CO (Subdivision 9 of Division 1 of Part 12).

(C) Other precautionary measures

Companies are strongly advised to implement appropriate precautionary measures at the meeting venue where a general meeting is to be held.  These measures include, for example -

• arranging for body temperature to be taken for all persons entering the meeting venue, and those with high body temperature will not be allowed to enter the venue;

• requiring all persons entering the meeting venue to wear a face mask;

• providing hand sanitizers for use by persons entering the meeting venue;

• providing sanitizing mats at the entrance of the meeting venue; and

• arranging for appropriate physical distancing between seats.

Companies are also advised to set out the meeting arrangements and precautionary measures to be adopted in the notice of meeting as far as practicable so as to keep their members informed.