### Companies Ordinance 《公司條例》

569. Members’ power to call general meeting when there is no director etc.
(1) If at any time a company does not have any director or does not have sufficient directors capable of acting to form a quorum, any director, or any 2 or more members of the company representing at least 10% of the total voting rights of all the members having a right to vote at general meetings, may call a general meeting in the same manner, as nearly as possible, as that in which general meetings may be called by the directors of the company.
(2) Subsection (1) has effect in so far as the articles of the company do not make other provision in that behalf.

570. Power of Court to order meeting
(1) This section applies if for any reason it is impracticable—
(a) to call a general meeting of a company in any manner in which general meetings of that company may be called; or
(b) to conduct the meeting in the manner prescribed by the company’s articles or this Ordinance.
(2) The Court may, either of its own motion or on application—
(a) by a director of the company; or
(b) by a member of the company who would be entitled to vote at the meeting,

order a general meeting of the company to be called, held and conducted in any manner the Court thinks fit.
(3) If the order is made, the Court may give any ancillary or consequential directions that it thinks expedient.
(4) Directions given under subsection (3) may include a direction that one member of the company present at the meeting in person or by proxy is to be regarded as constituting a quorum.
(5) A general meeting called, held and conducted in accordance with an order under subsection (2) is to be regarded for all purposes as a general meeting of the company duly called, held and conducted.
(6) The legal personal representative of a deceased member of a company is to be regarded in all respects, for the purposes of this section, as a member of the company having the same rights with respect to attending and voting at a meeting of the company as the deceased member would, if living, have had.

### Companies Ordinance 《公司條例》

571. Notice required of general meeting
(1) A general meeting of a company (other than an adjourned meeting) must be called by notice of—
(a) in the case of an annual general meeting, at least 21 days; and
(b) in any other case—
(i) if the company is a limited company, at least 14 days; and
(ii) if the company is an unlimited company, at least 7 days.
(2) If the company’s articles require a longer period of notice than that specified in subsection (1), a general meeting of a company (other than an adjourned meeting) must be called by notice of that longer period.
(3) A general meeting of a company is to be regarded, despite the fact that it is called by shorter notice than that specified in subsection (1) or in the company’s articles, as having been duly called if it is so agreed—
(a) in the case of an annual general meeting, by all the members entitled to attend and vote at the meeting; and
(b) in any other case, by a majority in number of the members having the right to attend and vote at the meeting, being a majority together representing at least 95% of the total voting rights at the meeting of all the members.

572. Manner in which notice to be given
(1) Notice of a general meeting of a company must be given—
(a) in hard copy form or in electronic form; or
(b) by making the notice available on a website,

or partly by one of those means and partly by another.
(2) If a company has given an electronic address in a notice calling a meeting, it is to be regarded as having agreed that any document or information relating to proceedings at the meeting may be sent by electronic means to that address (subject to any conditions or limitations specified in the notice).

### Companies Ordinance 《公司條例》

573. Publication of notice of general meeting on website
(1) Without limiting Part 18, notice of a general meeting is not validly given by a company by making it available on a website unless it is given in accordance with this section.
(2) When the company notifies a member of the availability of the notice on the website, the notification must—
(a) state that it concerns a notice of a company meeting;
(b) specify the date and time of the meeting; (Replaced 2 of 2023 s. 4)
(ba) specify—
(i) if the notice specifies only the physical venue of the meeting—the physical venue;
(ii) if the notice specifies only the virtual meeting technology to be used for holding the meeting—the virtual meeting technology; or
(iii) if the notice specifies both the physical venue of the meeting and the virtual meeting technology to be used for holding the meeting—both the physical venue and the virtual meeting technology; and (Added 2 of 2023 s. 4)
(c) in the case of an annual general meeting, state that it is an annual general meeting.
(3) The notice must be available on the website throughout the period beginning on the date of that notification and ending on the conclusion of the meeting.

574. Persons entitled to receive notice of general meeting
(1) Notice of a general meeting of a company must be given to—
(a) every member of the company; and
(b) every director.
(2) In subsection (1), the reference to a member includes any person who is entitled to a share in consequence of the death or bankruptcy of a member, if the company has been notified of that person’s entitlement.
(3) Subsections (1) and (2) have effect subject to any provision of the company’s articles.
(4) In the case of a listed company, notice of a general meeting of the company must be given to every member not entitled to vote at the meeting at the same time and in the same manner as notice of the meeting is given to members who are so entitled.
(5) A company is only required to comply with subsection (4) if the company is required to give notice of a general meeting of the company to members who are entitled to vote at the general meeting.
(6) Despite subsection (4), if a meeting is called at any time by shorter notice than that specified in section 571(1) or in the company’s articles, subsection (4) is to be regarded as having been complied with if the notice required to be given under that subsection is given as soon as practicable after that time.

### Companies Ordinance 《公司條例》

575. Duty to give notice of general meeting to auditor
(1) If notice of a general meeting of a company or any other document relating to the general meeting is required to be given to a member, the company must give a copy of it to its auditor (if more than one auditor, to each of them) at the same time as the notice or the other document is given to the member. (Amended 35 of 2018 s. 61)
(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.