### Companies Ordinance 《公司條例》

546. Financial Secretary may amend certain sums or percentage figures
(1) Subject to subsection (2), the Financial Secretary may, by notice published in the Gazette, amend any provision of Division 2 or 3—
(a) by substituting for any sum of money specified in the provision a sum specified in the notice; or
(b) by substituting for any percentage figure specified in the provision a percentage figure specified in the notice.
(2) A notice under this section may not be made to amend the amount of a fine.
(3) A notice under this section does not have effect in relation to anything done or not done before the notice comes into operation.
(4) Proceedings in respect of any liability incurred before a notice under this section comes into operation may be continued or instituted as if the notice had not been made.

547. Interpretation
(1) In this Division—

circulation date (傳閱日期), in relation to a written resolution or a proposed written resolution, means—
(a) the date on which copies of the resolution are sent to eligible members in accordance with section 553; or
(b) if copies are sent to eligible members on different days, the first of those days;

electronic address (電子地址) means any sequence or combination of letters, characters, numbers or symbols of any language or, any number, used for the purposes of sending or receiving a document or information by electronic means; (Amended 2 of 2023 s. 3)
virtual meeting technology (虛擬會議科技) means a technology that allows a person to listen, speak and vote at a meeting without being physically present at the meeting. (Added 2 of 2023 s. 3)
(2) For the purposes of this Division—
(a) in relation to a proposed written resolution, the eligible members are the members who would have been entitled to vote on the resolution on the circulation date of the resolution; and
(b) if the persons entitled to vote on the resolution change during the course of the day that is the circulation date of the resolution, the eligible members are the persons entitled to vote on the resolution at the time that the first copy of the resolution is sent to a member for agreement.
(3) Nothing in this Division affects the operation of any other Ordinance or rule of law as to—
(a) things done otherwise than by passing a resolution;
(b) circumstances in which a resolution is or is not to be regarded as having been passed; or
(c) cases in which a person is precluded from alleging that a resolution has not been duly passed.

### Companies Ordinance 《公司條例》

548. Written resolution
(1) Anything that may be done by a resolution passed at a general meeting of a company may be done, without a meeting and without any previous notice being required, by a written resolution of the members of the company.
(2) Anything that may be done by a resolution passed at a meeting of a class of members of a company may be done, without a meeting and without any previous notice being required, by a written resolution of that class of members of the company.
(3) If a resolution is required by any Ordinance to be passed as an ordinary resolution or a special resolution, the resolution may be passed as a written resolution; and a reference in any Ordinance to an ordinary resolution or a special resolution includes a written resolution.
(4) A reference in any Ordinance to the date of passing of a resolution or the date of a meeting is, in relation to a written resolution, the date on which the written resolution is passed under section 556.
(5) A written resolution of a company has effect as if passed by—
(a) the company at a general meeting; or
(b) a meeting of the relevant class of members of the company,

as the case may be, and a reference in any Ordinance to a meeting at which a resolution is passed or to members voting in favour of a resolution is to be construed accordingly.
(6) This section does not apply to—
(a) a resolution removing an auditor before the end of the auditor’s term of office; or
(b) a resolution removing a director before the end of the director’s term of office.

549. Power to propose written resolution
A resolution may be proposed as a written resolution by—
(a) the directors of a company; or
(b) a member of a company.

550. Company’s duty to circulate written resolution proposed by directors
If the directors of a company have proposed a resolution as a written resolution under section 549(a), the company must circulate the resolution.

551. Members’ power to request circulation of written resolution
(1) A member of a company may request the company to circulate a resolution that—
(a) may properly be moved; and
(b) is proposed as a written resolution under section 549(b).
(2) If a member requests a company to circulate a resolution, the member may request the company to circulate with the resolution a statement of not more than 1 000 words on the subject matter of the resolution.
(3) However, each member may only request the company to circulate one such statement with respect to the resolution.

### Companies Ordinance 《公司條例》

552. Company’s duty to circulate written resolution proposed by members
(1) A company must circulate a resolution proposed as a written resolution under section 549(b) and any statement mentioned in section 551(2) if it has received requests that it do so from the members of the company representing not less than the requisite percentage of the total voting rights of all the members entitled to vote on the resolution.
(2) The requisite percentage mentioned in subsection (1) is 5% or a lower percentage specified for this purpose in the company’s articles.
(3) A request—
(a) may be sent to the company in hard copy form or in electronic form;
(b) must identify the resolution and any statement mentioned in section 551(2); and
(c) must be authenticated by the person or persons making it.