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. 

The Regulation, among other things, prohibits group gatherings in any public place (as defined in the Regulation) unless exempted.  Details of the Regulation are available at the Government’s COVID-19 dedicated webpage at

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

  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. Items 11 and 11A of Schedule 1 to the Regulation provide exemptions (“Exemptions”) in respect of a “specified business meeting”, which means —

    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; or
    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.

  4. 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.

    1. Annual general meetings (“AGMs”) as required under the CO generally fall within the meaning of “specified business meeting” and the Exemptions may apply, subject to such meetings complying with the conditions as set out in the Exemptions.

      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, such meetings may also fall within the meaning of “specified business meeting” and the Exemptions may apply provided that the conditions as set out in the Exemptions are complied with.

    3. Whether other types of general meetings fall within the meaning of “specified business meeting” 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 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) 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.

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