### Companies Ordinance 《公司條例》

577. Explanation of improving director’s emoluments to be set out in notice of general meeting
(1) A company must not at a general meeting amend its articles so as to provide emoluments or improved emoluments for a director of the company in respect of the office as director unless—
(a) there is set out in the notice calling the meeting or in a document attached to the notice an adequate explanation of the provision; and
(b) the provision is approved by a resolution not relating also to other matters.
(2) In this section—
emoluments (薪酬) includes—
(a) fees and percentages;
(b) any sums paid by way of expenses allowance;
(c) any contribution paid in respect of the director under any pension scheme; and
(d) any benefits received by the director otherwise than in cash in respect of the director’s services as director.

578. Resolution requiring special notice
(1) If by any provision of this Ordinance special notice is required to be given of a resolution, the resolution is not effective unless notice of the intention to move it has been given to the company at least 28 days before the meeting at which it is moved.
(2) The company must, if practicable, give its members notice of the resolution at the same time and in the same manner as it gives notice of the meeting.
(3) If that is not practicable, the company must give its members notice of the resolution at least 14 days before the meeting—
(a) by advertisement in a newspaper circulating generally in Hong Kong; or
(b) in any other manner allowed by the company’s articles.
(4) If, after notice of the intention to move the resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been given, the notice is to be regarded as having been properly given, though not given within the time required.

579. Accidental omission to give notice of meeting or resolution
(1) If a company gives notice of—
(a) a general meeting; or
(b) a resolution intended to be moved at a general meeting,

any accidental omission to give notice to, or any non-receipt of notice by, any person entitled to receive notice must be disregarded for the purpose of determining whether notice of the meeting or resolution is duly given.
(2) Except in relation to notice given under section 567, 568 or 616, subsection (1) has effect subject to any provision of the company’s articles.

### Companies Ordinance 《公司條例》

580. Members’ power to request circulation of statement
(1) A member of a company may request the company to circulate, to members of the company entitled to receive notice of a general meeting, a statement of not more than 1 000 words with respect to—
(a) a matter mentioned in a proposed resolution to be dealt with at that meeting; or
(b) other business to be dealt with at that meeting.
(2) However, each member may only request the company to circulate—
(a) one such statement with respect to the resolution mentioned in subsection (1)(a); and
(b) one such statement with respect to the other business mentioned in subsection (1)(b).
(3) A company is required to circulate the statement if it has received requests to do so from—
(a) members representing at least 2.5% of the total voting rights of all the members who have a relevant right to vote; or
(b) at least 50 members who have a relevant right to vote.
(4) In subsection (3)—
relevant right to vote (相關表決權利) means—
(a) in relation to a statement with respect to a matter mentioned in a proposed resolution, a right to vote on that resolution at the meeting to which the requests relate; and
(b) in relation to any other statement, a right to vote at the meeting to which the requests relate.

(5) A request under subsection (3)—
(a) may be sent to the company in hard copy form or in electronic form;
(b) must identify the statement to be circulated;
(c) must be authenticated by the person or persons making it; and
(d) must be received by the company at least 7 days before the meeting to which it relates.

581. Company’s duty to circulate members’ statement
(1) A company that is required under section 580 to circulate a statement must send a copy of it to each member of the company entitled to receive notice of the meeting—
(a) in the same manner as the notice of the meeting; and
(b) at the same time as, or as soon as reasonably practicable after, it gives notice of the meeting.
(2) Subsection (1) has effect subject to sections 582(2) and 583.
(3) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5.

### Companies Ordinance 《公司條例》

582. Expenses of circulating members’ statement
(1) The expenses of the company in complying with section 581 need not be paid by the members who requested the circulation of the statement if—
(a) the meeting to which the requests relate is an annual general meeting of the company; and
(b) requests sufficient to require the company to circulate the statement are received in time to enable the company to send a copy of the statement at the same time as it gives notice of the meeting.
(2) Otherwise—
(a) the expenses of the company in complying with section 581 must be paid by the members who requested the circulation of the statement unless the company resolves otherwise; and
(b) unless the company has previously so resolved, it is not bound to comply with that section unless there is deposited with or tendered to it, not later than 7 days before the meeting, a sum reasonably sufficient to meet its expenses in doing so.

583. Application not to circulate members’ statement
(1) A company is not required to circulate a statement under section 581 if, on an application by the company or another person who claims to be aggrieved, the Court is satisfied that the rights given by section 580 are—
(a) being abused; or
(b) being used to secure needless publicity for defamatory matter.
(2) The Court may order the members who requested the circulation of the statement to pay the whole or part of the company’s costs on an application under subsection (1), even if they are not parties to the application.

583A. Mode of holding general meeting
(1) A company may hold a general meeting—
(a) at a physical venue;
(b) by using virtual meeting technology; or
(c) both at a physical venue and by using virtual meeting technology.
(2) Subsection (1) has effect subject to any provision of the company’s articles.
(3) To avoid doubt—
(a) a company may hold a general meeting by using virtual meeting technology (whether or not also at a physical venue) unless—
(i) the company’s articles expressly preclude the holding of a general meeting by using virtual meeting technology; or
(ii) the company’s articles require a general meeting to be held only at a physical venue; and
(b) for the purposes of paragraph (a)(ii), a provision of the company’s articles having the effect of requiring a notice of a general meeting to specify the physical venue of the meeting is not in itself a provision that requires a general meeting to be held only at a physical venue. 
(Added 2 of 2023 s. 6)