### Companies Ordinance 《公司條例》

584. Meeting at 2 or more physical venues
(Amended 2 of 2023 s. 7)(1) If a general meeting of a company is held at 2 or more physical venues (whether or not also by using the virtual meeting technology specified in the notice of the meeting), the company must use any technology that allows the members of the company who are not together at the same physical venue to listen, speak and vote at the meeting. (Replaced 2 of 2023 s. 7)
(2) Subsection (1) has effect subject to any provision of the company’s articles.

585. Quorum at meeting
(1) If a company has only one member, that member present in person or by proxy is a quorum of a general meeting of the company.
(2) If that member of the company is a body corporate, that member present by its corporate representative is also a quorum of a general meeting of the company.
(3) Subject to subsection (1) and the provisions of a company’s articles, 2 members present in person or by proxy is a quorum of a general meeting of the company.
(4) If a member of the company is a body corporate, that member present by its corporate representative counts towards a quorum of a general meeting of the company.
(4A) For the purposes of this section, a person who attends a general meeting by using the virtual meeting technology specified in the notice of the meeting is to be regarded as being present while so attending. (Added 2 of 2023 s. 8)
(5) In this section—
corporate representative (法團代表) means a person authorized under section 606 to act as the representative of the body corporate.

586. Chairperson of meeting
(1) A member may be elected to be the chairperson of a general meeting by a resolution of the company passed at the meeting.
(2) Subsection (1) is subject to any provision of the company’s articles that states who may or who may not be chairperson.

587. Resolution passed at adjourned meeting
If a resolution is passed at an adjourned meeting of a company, the resolution is for all purposes to be regarded as having been passed on the date on which it was in fact passed, and is not to be regarded as having been passed on any earlier date.

### Companies Ordinance 《公司條例》

588. General rules on votes
(1) On a vote on a resolution on a show of hands at a general meeting—
(a) every member present in person has one vote; and
(b) every proxy present who has been duly appointed by a member entitled to vote on the resolution has one vote.
(2) If a member appoints more than one proxy, the proxies so appointed are not entitled to vote on the resolution on a show of hands.
(3) On a vote on a resolution on a poll taken at a general meeting—
(a) in the case of a company having a share capital—
(i) every member present in person has one vote for each share held by him or her; and
(ii) every proxy present who has been duly appointed by a member has one vote for each share in respect of which the proxy is appointed; and (Amended 35 of 2018 s. 62)
(b) in the case of a company not having a share capital—
(i) every member present in person has one vote; and
(ii) every proxy present who has been duly appointed by a member entitled to vote on the resolution has one vote.
(4) Subsections (1), (2) and (3) have effect subject to any provision of the company’s articles.
(5) If any shares in a company are held in trust for the company, those shares do not, for so long as they are so held, confer any right to vote at a general meeting of the company.

589. Votes of joint holders of shares
(1) In the case of joint holders of shares of a company, only the vote of the most senior holder who votes (and any proxies duly authorized by the holder) may be counted by the company.
(2) For the purposes of this section, the seniority of a holder of a share is determined by the order in which the names of the joint holders appear in the register of members of the company.
(3) Subsections (1) and (2) have effect subject to any provision of the company’s articles.

590. Declaration by chairperson on show of hands
(1) On a vote on a resolution on a show of hands at a general meeting, a declaration by the chairperson that the resolution—
(a) has or has not been passed; or
(b) passed by a particular majority,

is conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
(2) An entry in respect of the declaration in minutes of the meeting recorded in accordance with section 618 is also conclusive evidence of that fact without the proof.
(3) This section does not have effect if a poll is demanded in respect of the resolution before or on the declaration under subsection (1) (and the demand is not subsequently withdrawn).

### Companies Ordinance 《公司條例》

591. Right to demand poll
(1) A provision of a company’s articles is void in so far as it would have the effect of excluding the right to demand a poll at a general meeting on any question other than—
(a) the election of the chairperson of the meeting; or
(b) the adjournment of the meeting.
(2) A provision of a company’s articles is void in so far as it would have the effect of making ineffective a demand for a poll at a general meeting on any question other than those specified in subsection (1)(a) and (b), which is made—
(a) by at least 5 members having the right to vote at the meeting;
(b) by a member or members representing at least 5% of the total voting rights of all the members having the right to vote at the meeting; or
(c) by the chairperson of the meeting.
(3) The appointment of a proxy to vote on a matter at a general meeting of a company authorizes the proxy to demand, or join in demanding, a poll on that matter.
(4) In applying subsection (2), a demand by a proxy counts—
(a) for the purposes of subsection (2)(a), as a demand by the member; and
(b) for the purposes of subsection (2)(b), as a demand by a member representing the voting rights that the proxy is authorized to exercise.

592. Chairperson’s duty to demand poll
If, before or on the declaration of the result on a show of hands at a general meeting, the chairperson of the meeting knows from the proxies received by the company that the result on a show of hands will be different from that on a poll, the chairperson must demand a poll.

593. Voting on poll
On a poll taken at a general meeting of a company, a member entitled to more than one vote need not, if the member votes—
(a) use all the votes; or
(b) cast all the votes the member uses in the same way.

594. Company’s duty to record result of poll in minutes of general meeting
(1) In respect of a resolution decided on a poll taken at a general meeting of a company, the company must record in the minutes of proceedings of the general meeting—
(a) the result of the poll;
(b) the total number of votes that could be cast on the resolution;
(c) the number of votes in favour of the resolution; and
(d) the number of votes against the resolution.
(2) 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 3.