### Companies Ordinance 《公司條例》

595. Saving for provisions of articles as to determination of entitlement to vote
Nothing in this Subdivision affects—
(a) any provision of a company’s articles—
(i) requiring an objection to a person’s entitlement to vote on a resolution to be made in accordance with the articles; and
(ii) for the determination of the objection to be final and conclusive; or
(b) the grounds on which such a determination may be questioned in legal proceedings.

596. Right to appoint proxy
(1) Subject to subsection (2), a member of a company is entitled to appoint another person (whether a member or not) as a proxy to exercise all or any of the member’s rights to attend and to speak and vote at a general meeting of the company.
(2) In the case of a company limited by guarantee, the company’s articles may require that a proxy must be a member of the company and if the company’s articles so require, a member of the company may only appoint another member as a proxy.
(3) In the case of a company having a share capital, a member of the company may appoint separate proxies to represent respectively the number of the shares held by the member that is specified in their instruments of appointment.

597. Notice of meeting to contain statement of rights etc.
(1) A company must ensure that in a notice calling a general meeting of the company, there must appear, with reasonable prominence, a statement informing the member of—
(a) the rights under section 596(1) and (3); and
(b) the requirement under section 596(2).
(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.
(3) A contravention of subsection (1) does not affect the validity of the meeting or of anything done at the meeting.

598. Notice required of appointment of proxy etc.
(1) This section applies to—
(a) the appointment of a proxy; and
(b) any document necessary to show the validity of, or otherwise relating to, the appointment of a proxy.
(2) A provision of the company’s articles is void in so far as it would have the effect of requiring the appointment or document to be received by the company or another person earlier than the following time—
(a) in the case of a general meeting or adjourned general meeting, 48 hours before the time for holding the meeting or adjourned meeting;
(b) in the case of a poll taken more than 48 hours after it was demanded, 24 hours before the time appointed for the taking of the poll.
(3) In calculating the periods mentioned in subsection (2), no account is to be taken of any part of a day that is a public holiday.

### Companies Ordinance 《公司條例》

599. Sending documents relating to proxies in electronic form
(1) If a company has given an electronic address in—
(a) an instrument of proxy issued by the company in relation to a general meeting; or
(b) an invitation to appoint a proxy issued by the company in relation to the meeting,

it is to be regarded as having agreed that any document or information relating to proxies for that meeting may be sent by electronic means to that address (subject to any conditions or limitations specified in the instrument or invitation).
(2) In subsection (1), documents relating to proxies include—
(a) the appointment of a proxy in relation to a general meeting;
(b) any document necessary to show the validity of, or otherwise relating to, the appointment of a proxy; and
(c) notice of the termination of the authority of a proxy.

600. Company-sponsored invitations to appoint proxies
(1) A company must not, for the purposes of a general meeting of the company, issue at its expense invitations to members to appoint as proxy a specified person or a number of specified persons unless the invitations are issued to all members entitled to be sent a notice of the meeting and to vote at the meeting by proxy.
(2) Subsection (1) is not contravened if—
(a) there is issued to a member at that member’s request a form of appointment naming the proxy or a list of persons willing to act as proxy; and
(b) the form or list is available on request to all members entitled to vote at the meeting by proxy.
(3) If a company contravenes subsection (1), every responsible person of the company, commits an offence, and each is liable to a fine at level 3.

601. Requirement as to instrument of proxy issued by company
(1) This section applies to an instrument of proxy issued to a member of a company by the company for use by the member for appointing a proxy to attend and vote at a general meeting of the company.
(2) The instrument of proxy must be such as to enable the member, according to the member’s intention, to instruct the proxy to vote in favour of or against (or, in default of instructions, to exercise the proxy’s discretion in respect of) each resolution dealing with any business to be transacted at the meeting.

602. Chairing meeting by proxy
(1) A proxy 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.

### Companies Ordinance 《公司條例》

603. Company-sponsored proxy’s duty to vote in the way specified in appointment of proxy
(1) This section applies to a person who is named by a company as a proxy, whether the nomination is made in—
(a) an instrument of proxy issued by the company in relation to a general meeting; or
(b) an invitation to appoint a proxy issued by the company in relation to the meeting.
(2) If the person has been duly appointed as a proxy by a member entitled to vote at the meeting, that person must, subject to section 588—
(a) vote as a proxy—
(i) on a show of hands; or
(ii) on a poll; and
(b) vote in the way specified (if any) by the member in the appointment of proxy.
(3) If the person has been duly appointed as a proxy by 2 or more members entitled to vote at the meeting and the members specify different ways to vote in their appointment of proxy, the proxy—
(a) must, subject to section 588(2), vote on a show of hands in the way specified by the member or members representing a simple majority of the total voting rights that the proxy is authorized to exercise at the meeting; and
(b) if there is no majority, must not vote on a show of hands.
(4) A person who knowingly and wilfully contravenes subsection (2) or (3) commits an offence and is liable to a fine at level 3.

604. Notice required of termination of proxy’s authority
(1) This section applies to a notice that the authority of a person to act as proxy is terminated (notice of termination

605. Effect of member’s voting in person on proxy’s authority
(1) A proxy’s authority in relation to a resolution is to be regarded as revoked if the member who has appointed the proxy—
(a) attends in person the general meeting at which the resolution is to be decided; and
(b) exercises, in relation to that resolution—
(i) the voting right attached to the shares in respect of which the proxy is appointed; or
(ii) if the company does not have a share capital, the voting right the member is entitled to exercise.
(2) A member who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid appointment of a proxy has been delivered to the company by or on behalf of that member.