FAQs on the 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 on 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, any or all of the following: (a) 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; (b) the closing of the event premises; (c) the opening hours of the event premises on a day.

For details of the latest applicable requirements and restrictions (for example, the specified period in relation to event premises) and the provisions of Cap. 599F and Cap. 599G regarding the new requirements to reduce gatherings, 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.

Pursuant to section 8B(1) of Cap. 599G, the Secretary for Food and Health may, by notice published in the Gazette, specify a period during which multi-household gatherings on private premises other than Cap. 599F premises (as defined in Cap. 599G) are prohibited. A general meeting held on such premises during the period as specified is prohibited unless exempted or permitted under Cap. 599G. Provisions of Cap. 599G and any subsisting notice of specified period are available at https://www.elegislation.gov.hk/hk/
cap599G.

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) Use of technology to hold general meetings

Section 584 of the Companies Ordinance (Cap. 622) (“CO”) permits a company to hold a general meeting at 2 or more places using any 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”). 

To reduce gathering of members at the same place, companies are highly encouraged to use technology and digital tools to hold general meetings at 2 or more places if not contrary to their articles.  This arrangement could allow attendees at each place to participate.

In this regard, 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 in accordance with section 576 of the CO.

(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.