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

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With a view to combating the COVID-19 pandemic, the Government has introduced measures to implement social distancing, including making the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation, Cap. 599G of the Laws of Hong Kong (“Regulation”), which has come into operation on 29 March 2020. 

Pursuant to the Prevention and Control of Disease (Prohibition on Group Gathering) (Amendment) (No. 10) Regulation 2020, the number of persons allowed in group gatherings in public places is relaxed from 2 to 4.  With effect from 11 September 2020, group gatherings of more than 4 persons are prohibited in any public place (“prohibition”) till 29 October 2020, and the period may be further extended by notice published in the Gazette (“Specified Period”).

The Regulation has been further amended by the Prevention and Control of Disease (Prohibition on Group Gathering) (Amendment) (No. 12) Regulation 2020 (“Amendment Regulation”) on 20 October 2020.  The Amendment Regulation, among other things, relaxed the conditions for the exemption for group gatherings during certain meetings with effect from 23 October 2020.

Details of the Regulation as amended is available at the Government's COVID-19 dedicated webpage at https://www.coronavirus.gov.hk/

This section seeks to answer some questions relating to the holding of general meetings by companies in the light of the Regulation as amended.


  1. “Public place” is defined under section 2 of the Regulation 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”.


  2. If a general meeting is not held at a public place as defined in the Regulation, the Regulation does not apply to such meeting.

    For instance, insofar as general meetings held by private companies are held at a place to which the public do not have access, such meetings will generally not be subject to the restrictions under the Regulation.


  3. Item 11 of Schedule 1 of the Regulation (“Item 11”) provides an exemption for any “group gathering during any of the following meetings at which no food or drink is served and, in the case of a group gathering of more than 50 persons, measures are in place for separating the participants in the gathering in different rooms or partitioned areas, each accommodating not more than 50 persons—

    1. a meeting of a body that must be held within a specified period in order to comply with any Ordinance or other regulatory instrument that governs the operation of the body or its business;
    2. a shareholders’ meeting of a company listed on a recognized stock market (as defined by section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap. 571)) that is held in accordance with any Ordinance or other regulatory instrument that governs the operation of the company or its business”.

    1. Subject to paragraph (2) below, all shareholders’ meetings, including (i) annual general meetings (“AGMs”) as required under the Companies Ordinance (Cap. 622) (“CO”) and/or the Main Board Listing Rules or the GEM Listing Rules; and (ii) extraordinary general meetings and special general meetings of Hong Kong-listed companies, regardless of whether or not they must be held within a specified period, are generally exempted from the prohibition.
    2. In order to be exempted from the prohibition, the meetings must comply with the following conditions:
      • no food or drink is served during the meeting

      • if the participants in the meeting consist of more than 50 persons, they should be separated in different rooms or partitioned areas, each accommodating not more than 50 persons


  4. For 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.


    1. AGMs as required under the CO generally fall within paragraph (a) of Item 11, subject to such meetings complying with the following conditions:
      • no food or drink is served during the meeting

      • if the participants in the meeting consist of more than 50 persons, they should be separated in different rooms or partitioned areas, each accommodating not more than 50 persons

      As to the requirement and timing for holding AGMs, please refer to Q2 and Q7 of the FAQs on “Meetings, Resolutions and Company Records”.

    2. Under the CO, there are some provisions which require certain resolutions of members to be made within a specified period. For cases where resolutions of members have to be passed at a general meeting other than an AGM within a specified period, paragraph (a) of Item 11 may also apply to such meeting, provided that the meeting complies with the following conditions:
      • no food or drink is served during the meeting

      • if the participants in the meeting consist of more than 50 persons,  they should be separated in different rooms or partitioned areas, each accommodating not more than 50 persons

    3. Whether other types of general meetings fall within paragraph (a) of Item 11 will have to be determined on a case by case basis with reference to any specific requirements under the relevant Ordinance or other regulatory instruments governing the holding of such meeting.


  5. As public health and safety is of paramount importance, all persons have a part to play in combating the transmission and spread of COVID-19. Companies are urged to consider the possibility of deferring or adjourning their general meetings until after the expiration of the Specified Period taking into account whether—

    • the timing of holding the general meeting is subject to any statutory requirement;

    • any such requirement is capable of extension, waiver or otherwise; and

    • any business to be dealt with at the meeting is of such urgency and importance that necessitates the holding of the meeting.


    1. 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 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) Restriction on the number of attendees in different rooms or partitioned areas

      As stipulated in Item 11, if the attendees of a general meeting consist of more than 50 persons, companies must ensure that there are measures in place to separate the attendees in different rooms or partitioned areas, each accommodating not more than 50 persons.

      In the interest of public health, companies are strongly advised to restrict the physical attendance of attendees of a general meeting at any one venue as far as practicable and to implement the precautionary measures set out below to achieve social distancing.

      (D) Other precautionary measures

      Companies are also 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.

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