### Companies Ordinance 《公司條例》

617. Written record where company has only one member
(1) This section applies if a company has only one member and that member takes any decision that—
(a) may be taken by the company at a general meeting; and
(b) has effect as if agreed by the company at a general meeting.
(2) The member must, unless the decision is taken by way of a written resolution, provide the company with a written record of that decision within 7 days after the decision is made.
(3) A person who contravenes subsection (2) commits an offence and is liable to a fine at level 3.
(4) A contravention of subsection (2) does not affect the validity of any decision mentioned in that subsection.

618. Records of resolutions and meetings, etc.
(1) A company must keep records comprising—
(a) copies of all resolutions of members passed otherwise than at general meetings;
(b) minutes of all proceedings of general meetings; and
(c) all written records provided to the company in accordance with section 116BC(1) of the predecessor Ordinance or section 617(2).
(2) A company must keep the copy, minutes or written record under subsection (1) for at least 10 years from the date of the resolution, meeting or decision, as the case may be.
(3) If a company contravenes subsection (1) or (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1,000 for each day during which the offence continues.

### Companies Ordinance 《公司條例》

620. Right to inspect and request copy
(1) A member of a company is entitled, on request made in the prescribed manner and without charge, to inspect, in accordance with regulations made under section 657, the records kept by the company under section 618.
(2) A member of the company is entitled, on request and on payment of a prescribed fee, to be provided with a copy of any of those records in accordance with regulations made under section 657.
(3) In this section—
prescribed (訂明) means prescribed by regulations made under section 657.

621. Records as evidence of resolutions etc.
(1) If the record of a resolution of members passed otherwise than at a general meeting is kept under section 618(1)(a) and purports to be signed by a director of the company or company secretary of the company, then—
(a) the record is evidence of the passing of the resolution; and
(b) until the contrary is proved, the requirements of this Ordinance with respect to those proceedings are to be regarded as having been complied with.
(2) The minutes of proceedings of a general meeting kept under section 618(1)(b), if purporting to be signed by the chairperson of that meeting or by the chairperson of the next general meeting, are evidence of the proceedings. (Amended 35 of 2018 s. 65)
(3) If the proceedings of a general meeting of a company are evidenced by minutes under subsection (2), then, until the contrary is proved— (Amended 35 of 2018 s. 65)
(a) the meeting is to be regarded as having been duly held and convened;
(b) all proceedings at the meeting are to be regarded as having duly taken place; and
(c) all appointments made at the meeting are to be regarded as valid.
(4) If a company has only one member and that member provides the company with a written record of a decision in accordance with section 617(2), the record is sufficient evidence of the decision having been taken by the member.

### Companies Ordinance 《公司條例》

623. Application to class meetings of companies with share capital
(1) Subject to subsections (2) and (3), this Division (except Subdivision 10) applies, with necessary modifications, in relation to a meeting of holders of shares in a class of a company’s shares as it applies in relation to a general meeting.
(2) Sections 566, 567, 568, 570 and 575 do not apply in relation to a meeting of holders of shares in a class of a company’s shares.
(3) In addition to those sections mentioned in subsection (2), sections 585 and 591 do not apply in relation to a meeting in connection with the variation of the rights attached to shares in a class (variation of class rights meeting).
(4) The quorum for a variation of class rights meeting is—
(a) in the case of a meeting other than an adjourned meeting, 2 persons present in person or by proxy together holding at least one-third of the total voting rights of holders of shares in the class; and
(b) in the case of an adjourned meeting, one person present in person or by proxy holding any shares in the class.
(5) For the purposes of subsection (4), if a person is present by proxy, that person is to be regarded as holding only the shares in respect of which the proxy is authorized to exercise voting rights.
(6) At a variation of class rights meeting, any holder of shares in the class who is present in person or by proxy may demand a poll.
(7) For the purposes of this section—
(a) any amendment of a provision in a company’s articles for the variation of the rights attached to shares in a class, or the insertion of such a provision into the articles, is itself to be regarded as a variation of those rights; and
(b) a reference to the variation of the rights attached to shares in a class includes the abrogation of those rights.

### Companies Ordinance 《公司條例》

624. Application to class meetings of companies without share capital
(1) Subject to subsections (2) and (3), this Division (except Subdivision 10) applies, with necessary modifications, in relation to a meeting of a class of members of a company without a share capital as it applies in relation to a general meeting.
(2) Sections 566, 567, 568, 570 and 575 do not apply in relation to a meeting of a class of members.
(3) In addition to those sections mentioned in subsection (2), sections 585 and 591 do not apply in relation to a meeting in connection with the variation of the rights of a class of members (variation of class rights meeting).
(4) The quorum for a variation of class rights meeting is—
(a) in the case of a meeting other than an adjourned meeting, 2 members of the class present in person or by proxy together representing at least one-third of the total voting rights of members of the class; and
(b) in the case of an adjourned meeting, one member of the class present (in person or by proxy).
(5) At a variation of class rights meeting, any member present in person or by proxy may demand a poll.
(6) For the purposes of this section—
(a) any amendment of a provision in a company’s articles for the variation of the rights of a class of members, or the insertion of such a provision into the articles, is itself to be regarded as a variation of those rights; and
(b) a reference to the variation of the rights of a class of members includes the abrogation of those rights.

625. Interpretation
In this Division—
prescribed (訂明) means prescribed by regulations made under section 657.

626. Interpretation
In this Subdivision—
branch register (登記支冊) means, except in section 640, a branch register of members kept under section 636.