### Companies Ordinance 《公司條例》

561. Relationship between this Subdivision and provisions of company’s articles
(1) A provision of a company’s articles is void in so far as it would have the effect that a resolution that is required by or otherwise provided for in an Ordinance could not be proposed and passed as a written resolution.
(2) Nothing in this Subdivision affects any provision of a company’s articles authorizing the company to pass a resolution without a meeting, otherwise than in accordance with this Subdivision.
(3) Subsection (2) applies only if the resolution has been agreed to by all the members of the company who are entitled to vote on the resolution.

562. General provisions
(1) A resolution of a company is validly passed at a general meeting if—
(a) notice of the meeting and of the resolution is given;
(b) the meeting is held and conducted; and
(c) the resolution is passed,

in accordance with this Subdivision and Subdivisions 4, 5, 6, 7, 8 and 9 (and, if relevant, Subdivision 10) and the company’s articles.
(2) For the purposes of subsection (1), if there is any inconsistency between a provision of a Subdivision referred to in that subsection, and a provision of the company’s articles, unless otherwise provided in or in respect of that Subdivision, the provision of that Subdivision prevails over the provision of the articles to the extent of the inconsistency.
(3) If a provision of any Ordinance—
(a) requires or otherwise provides for a resolution of a company, or of the members (or of a class of members) of a company; and
(b) does not specify what kind of resolution is required,

what is required is an ordinary resolution unless the company’s articles require a higher majority (or unanimity).

563. Ordinary resolution
(1) An ordinary resolution of the members (or of a class of members) of a company means a resolution that is passed by a simple majority.
(2) A resolution passed at a general meeting on a show of hands is passed by a simple majority if it is passed by a simple majority of the total of the following—
(a) the number of the members who (being entitled to do so) vote in person on the resolution;
(b) the number of the persons who vote on the resolution as duly appointed proxies of members entitled to vote on it.
(3) A resolution passed on a poll taken at a general meeting is passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of all the members who (being entitled to do so) vote in person or by proxy on the resolution.
(4) Anything that may be done by an ordinary resolution may also be done by a special resolution.

### Companies Ordinance 《公司條例》

564. Special resolution
(1) A special resolution of the members (or of a class of members) of a company means a resolution that is passed by a majority of at least 75%.
(2) A resolution passed at a general meeting on a show of hands is passed by a majority of at least 75% if it is passed by at least 75% of the total of the following—
(a) the number of the members who (being entitled to do so) vote in person on the resolution;
(b) the number of the persons who vote on the resolution as duly appointed proxies of members entitled to vote on it.
(3) A resolution passed on a poll taken at a general meeting is passed by a majority of at least 75% if it is passed by members representing at least 75% of the total voting rights of all the members who (being entitled to do so) vote in person or by proxy on the resolution.
(4) If a resolution is passed at a general meeting—
(a) the resolution is not a special resolution unless the notice of the meeting included the text of the resolution and specified the intention to propose the resolution as a special resolution; and
(b) if the notice of the meeting so specified, the resolution may only be passed as a special resolution.
(5) A reference to an extraordinary resolution of a company or of a meeting of any class of members of a company—
(a) contained in any Ordinance that was enacted or document that existed before 31 August 1984; and
(b) deemed, in relation to a resolution passed or to be passed on or after that date, to be a special resolution of the company or meeting under section 116(5) of the predecessor Ordinance,

continues to be deemed to be such a special resolution of the company or meeting.

565. Directors’ power to call general meeting
The directors of a company may call a general meeting of the company.

566. Members’ power to request directors to call general meeting
(1) The members of a company may request the directors to call a general meeting of the company.
(2) The directors are required to call a general meeting if the company has received requests to do so from members of the company representing at least 5% of the total voting rights of all the members having a right to vote at general meetings.
(3) A request—
(a) must state the general nature of the business to be dealt with at the meeting; and
(b) may include the text of a resolution that may properly be moved and is intended to be moved at the meeting.
(4) Requests may consist of several documents in like form.
(5) A request—
(a) may be sent to the company in hard copy form or in electronic form; and
(b) must be authenticated by the person or persons making it.

### Companies Ordinance 《公司條例》

567. Directors’ duty to call general meeting requested by members
(1) Directors required under section 566 to call a general meeting must call a meeting within 21 days after the date on which they become subject to the requirement.
(2) A meeting called under subsection (1) must be held on a date not more than 28 days after the date of the notice convening the meeting.
(3) If the requests received by the company identify a resolution that may properly be moved and is intended to be moved at the meeting, the notice of the meeting must include notice of the resolution.
(4) The business that may be dealt with at the meeting includes a resolution of which notice has been included in the notice of meeting in accordance with subsection (3).
(5) If the resolution is to be proposed as a special resolution, the directors are to be regarded as not having duly called the meeting unless the notice of the meeting includes the text of the resolution and specifies the intention to propose the resolution as a special resolution.

568. Members’ power to call general meeting at company’s expense
(1) If the directors—
(a) are required under section 566 to call a general meeting; and
(b) do not do so in accordance with section 567, 

the members who requested the meeting, or any of them representing more than one half of the total voting rights of all of them, may themselves call a general meeting.
(2) If the requests received by the company identify a resolution that may properly be moved and is intended to be moved at the meeting, the notice of the meeting must include notice of the resolution.
(3) The meeting must be called for a date not more than 3 months after the date on which the directors become subject to the requirement to call a meeting.
(4) The meeting must be called in the same manner, as nearly as possible, as that in which that meeting is required to be called by the directors of the company.
(5) The business that may be dealt with at the meeting includes a resolution of which notice has been included in the notice of meeting in accordance with subsection (2).
(6) Any reasonable expenses incurred by the members requesting the meeting by reason of the failure of the directors duly to call a meeting must be reimbursed by the company.
(7) Any sum so reimbursed must be retained by the company out of any sum due or to become due from the company by way of fees or other remuneration in respect of the services of the directors who were in default.