### Companies Ordinance 《公司條例》

606. Representation of body corporate at meetings
(1) A body corporate may by resolution of its directors or other governing body—
(a) if it is a member of a company, authorize any person it thinks fit to act as its representative at any meeting of the company; and
(b) if it is a creditor (including a holder of debentures) of a company, authorize any person it thinks fit to act as its representative at any meeting of any creditors of the company held under the provisions of—
(i) this Ordinance; or
(ii) any debenture or trust deed or other instrument.
(2) A person authorized under subsection (1) is entitled to exercise the same powers on behalf of the body corporate as that body corporate could exercise if it were an individual member, creditor, or holder of debentures, of the company.

607. Representation of recognized clearing house at meetings
(1) A recognized clearing house within the meaning of section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap. 571) may, if it or its nominee is a member of a company, authorize any person or persons it thinks fit to act as its representative or representatives, at any meeting of the company.
(2) If more than one person is authorized under subsection (1), the authorization must specify the number and class of shares in respect of which each person is so authorized.
(3) A person authorized under subsection (1) is entitled to exercise the same powers on behalf of the recognized clearing house (or its nominee) as that clearing house (or its nominee) could exercise if it were an individual member of the company.

608. Saving for more extensive rights given by articles
Nothing in this Subdivision prevents a company’s articles from giving more extensive rights to members or proxies than are given by this Subdivision.

609. Interpretation
In this Subdivision—
accounting reference period (會計參照期) has the meaning given by section 368.

### Companies Ordinance 《公司條例》

611. Exemption of dormant company from requirement to hold annual general meeting
(1) Section 610 does not apply to a company that is a dormant company under section 5(1).
(2) If such a company enters into an accounting transaction, subsection (1) ceases to have effect on and after the date of the accounting transaction.

612. Circumstances in which company not required to hold annual general meeting
(1) A company is not required to hold an annual general meeting in accordance with section 610 if—
(a) everything that is required or intended to be done at the meeting (by resolution or otherwise) is done by a written resolution; and
(b) a copy of each document that under this Ordinance would otherwise be required to be laid before the company at the meeting or otherwise produced at the meeting is provided to each member, on or before the circulation date of the written resolution.
(2) A company is also not required to hold an annual general meeting in accordance with section 610 if—
(a) the company has only one member; or
(b) all of the following are satisfied—
(i) the company has by resolution passed in accordance with section 613(1) dispensed with the holding of the annual general meeting;
(ii) the company has not revoked the resolution under section 614(1), or the company has revoked the resolution under that section but is not required to hold an annual general meeting under section 614(2)(b);
(iii) no member of the company has required the holding of the annual general meeting under section 613(5).

### Companies Ordinance 《公司條例》

613. Dispensation with annual general meeting
(1) A company may, by resolution passed in accordance with subsection (3), dispense with the holding of annual general meetings in accordance with section 610.
(2) A resolution mentioned in subsection (1) may be passed by a written resolution or at a general meeting.
(3) Despite any other provision of this Ordinance, a resolution mentioned in subsection (1) is only to be regarded as passed if it has been passed by all members of the company who—
(a) are entitled to vote on the resolution on the date of the resolution; or
(b) in the case of a written resolution, are entitled to vote on the resolution on the circulation date of the resolution.
(4) A resolution under subsection (1)—
(a) is not to have effect for the financial year in respect of which the period specified in section 610 for holding an annual general meeting of the company has expired; and
(b) does not affect any liability already incurred by reason of default in holding an annual general meeting.
(5) If an annual general meeting would be required to be held in respect of a financial year but for this section, and the meeting has not been held, any member of the company may, by notice to the company not later than 3 months before the end of the period within which the company would be required to hold an annual general meeting in respect of that financial year but for this section, require the holding of an annual general meeting in respect of that financial year.
(6) A notice mentioned in subsection (5) must be given in hard copy form or in electronic form.
(7) If a notice mentioned in subsection (5) is given, section 610 applies in respect of the financial year to which the notice relates.

614. Revocation of resolution dispensing with annual general meeting
(1) A company may revoke a resolution mentioned in section 613(1) by passing an ordinary resolution to that effect.
(2) If a resolution mentioned in section 613(1) is revoked or otherwise ceases to have effect, the company—
(a) is required to hold an annual general meeting in accordance with section 610; but
(b) is not required to hold an annual general meeting in respect of a financial year that, but for this paragraph, would be required to be held within 3 months after the resolution ceases to have effect.
(3) Subsection (2) does not affect any obligation of the company to hold an annual general meeting in respect of a financial year in accordance with a notice given under section 613(5).

### Companies Ordinance 《公司條例》

615. Members’ power to request circulation of resolution for annual general meeting
(1) If a company is required to hold an annual general meeting under section 610, the members of the company may request the company to give, to members of the company entitled to receive notice of the annual general meeting, notice of a resolution that may properly be moved and is intended to be moved at that meeting.
(2) A company must give notice of a resolution if it has received requests that it do so from—
(a) the members of the company representing at least 2.5% of the total voting rights of all the members who have a right to vote on the resolution at the annual general meeting to which the requests relate; or
(b) at least 50 members who have a right to vote on the resolution at the annual general meeting to which the requests relate.
(3) A request—
(a) may be sent to the company in hard copy form or in electronic form;
(b) must identify the resolution of which notice is to be given;
(c) must be authenticated by the person or persons making it; and
(d) must be received by the company not later than—
(i) 6 weeks before the annual general meeting to which the requests relate; or
(ii) if later, the time at which notice is given of that meeting.

616. Company’s duty to circulate resolution for annual general meeting
(1) A company that is required under section 615 to give notice of a resolution must send a copy of it at the company’s own expense to each member of the company entitled to receive notice of the annual general 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) The business that may be dealt with at an annual general meeting includes a resolution of which notice is given in accordance with subsection (1).
(3) For the purposes of subsection (2), notice is to be regarded as having been given in accordance with subsection (1) despite the accidental omission to give notice to one or more members.
(4) 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.