• Twitter
  • LinkedIn
  • FaceBook
  • このエントリーをはてなブックマークに追加
  • Yahoo!ブックマークに登録

香港新会社条例(第622章) 501~600条

1-100 101-200 201-300 301-400 401-500 501-600 601-700 701-800 801-900 901-921 Schedule

Section:

501

Specified company must not make quasi-loan etc. to director

(1) Without the prescribed approval of its members, a specified company must not
  (a) make a quasi-loan to a director of the company; or
  (b) give a guarantee or provide security in connection with a quasi-loan made by any person to such a director.
(2) Without the prescribed approval of its members and the prescribed approval of the holding company's members, a specified company must not
  (a) make a quasi-loan to a director of a holding company of the company; or
  (b) give a guarantee or provide security in connection with a quasi-loan made by any person to such a director.

(3) Despite subsection (2)
  (a) a specified company may enter into the transaction with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong; and
  (b) a specified company may enter into the transaction with only the prescribed approval of the holding company's members if it is a wholly owned subsidiary of the holding company, and the holding company is incorporated in Hong Kong.

Section:

502

Specified company must not make loan or quasi-loan etc. to connected entity

(1) Without the prescribed approval of its members, a specified company must not
  (a) make a loan or quasi-loan to an entity connected with a director of the company; or
  (b) give a guarantee or provide security in connection with a loan or quasi-loan made by any person to an entity connected with such a director.

(2) Without the prescribed approval of its members and the prescribed approval of the holding company's members, a specified company must not
  (a) make a loan or quasi-loan to an entity connected with a director of a holding company of the company; or
  (b) give a guarantee or provide security in connection with a loan or quasi-loan made by any person to an entity connected with such a director.

(3) Despite subsection (2)
  (a) a specified company may enter into the transaction with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong; and
  (b) a specified company may enter into the transaction with only the prescribed approval of the holding company's members if it is a wholly owned subsidiary of the holding company, and the holding company is incorporated in Hong Kong.

Section:

503

Specified company must not enter into credit transaction etc. as creditor for director or connected entity

(1) Without the prescribed approval of its members, a specified company must not
  (a) enter into a credit transaction as creditor for
    (i) a director of the company; or
    (ii) an entity connected with such a director; or
  (b) give a guarantee or provide security in connection with a credit transaction entered into by any person as creditor for such a director or an entity connected with such a director.
(2) Without the prescribed approval of its members and the prescribed approval of the holding company's members, a specified company must not
  (a) enter into a credit transaction as creditor for
    (i) a director of a holding company of the company; or
    (ii) an entity connected with such a director; or
  (b) give a guarantee or provide security in connection with a credit transaction entered into by any person as creditor for such a director or an entity connected with such a director.

(3) Despite subsection (2)
  (a) a specified company may enter into the transaction with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong; and
  (b) a specified company may enter into the transaction with only the prescribed approval of the holding company's members if it is a wholly owned subsidiary of the holding company, and the holding company is incorporated in Hong Kong.

Section:

504

Company must not take part in arrangement purporting to circumvent sections 500 to 503

(1) Without the prescribed approval of its members, a company must not
  (a) take part in an arrangement under which
    (i) another person enters into a questionable transaction with a director of the company, a body corporate controlled by such a director, or an entity connected with such a director; and
    (ii) that other person, pursuant to the arrangement, has obtained or is to obtain any benefit from the company or an associated company of the company; or
  (b) arrange for an assignment to the company, or assumption by the company, of any rights, obligations or liabilities under a questionable transaction entered into by another person with
    (i) a director of the company;
    (ii) a body corporate controlled by such a director; or
    (iii) an entity connected with such a director.
(2) Without the prescribed approval of its members and the prescribed approval of the holding company's members, a company must not
  (a) take part in an arrangement under which
    (i) another person enters into a questionable transaction with a director of a holding company of the company, a body corporate controlled by such a director, or an entity connected with such a director; and
    (ii) that other person, pursuant to the arrangement, has obtained or is to obtain any benefit from the company or an associated company of the company; or
  (b) arrange for an assignment to the company, or assumption by the company, of any rights, obligations or liabilities under a questionable transaction entered into by another person with
    (i) a director of a holding company of the company; (ii) a body corporate controlled by such a director; or (iii) an entity connected with such a director.

(3) Despite subsection (2)
  (a) a company may enter into the arrangement with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong; and
  (b) a company may enter into the arrangement with only the prescribed approval of the holding company's members if it is a wholly owned subsidiary of the holding company, and the holding company is incorporated in Hong Kong. (4) In this section
  (a) a reference to a questionable transaction entered into by a person with a director of the company, a body corporate controlled by such a director, or an entity connected with such a director, under an arrangement is a reference to a transaction that, if it had been entered into by the company on the date of the arrangement, would have been prohibited by section 500(1), 501(1), 502(1) or 503(1) or would have been so prohibited in the absence of Subdivision 3; and
  (b) a reference to a questionable transaction entered into by a person with a director of a holding company of the company, a body corporate controlled by such a director, or an entity connected with such a director, under an arrangement is a reference to a transaction that, if it had been entered into by the company on the date of the arrangement, would have been prohibited by section 500(2), 501(2), 502(2) or 503(2) or would have been so prohibited in the absence of Subdivision 3.

Subdivision:3

Exceptions to Subdivision 2

Section:

505

Exception for loan, quasi-loan and credit transaction of value not exceeding 5% of net assets or called-up share capital

(1) A company is not prohibited by section 500, 501, 502 or 503 from making a loan or quasi-loan, entering into a credit transaction or giving a guarantee or providing security in connection with a loan, quasi-loan or credit transaction, if the aggregate of the value of the transaction in question, and the value of any other relevant transaction or arrangement, does not exceed 5% of
  (a) the value of the company's net assets as determined by reference to the relevant financial statements of the company; or
  (b) if no such relevant financial statements have been prepared, the amount of the company's called-up share capital.

(2) In this section, a reference to the relevant financial statements of a company is
  (a) a reference to the company's annual financial statements or annual consolidated financial statements prepared under Part 9 that were most recently sent to its members under section 430; or
  (b) if no such annual financial statements or annual consolidated financial statements have been sent since the commencement date* of section 430, a reference to the company's accounts prepared under section 122 of the predecessor Ordinance that were most recently sent to its members under section 129G of that Ordinance.

(3) A transaction or arrangement is a relevant transaction or arrangement for the purposes of subsection (1)
  (a) if it is entered into before, or at the same time as, the transaction in question; and
  (b) if
    (i) where the transaction in question is entered into for a director of the company, a body corporate controlled by such a director, or an entity connected with such a director, it is entered into for the director, controlled body corporate or connected entity by the company or a subsidiary of the company as permitted by subsection (1); or
    (ii) where the transaction in question is entered into for a director of a holding company of the company, a body corporate controlled by such a director, or an entity connected with such a director, it is entered into for the director, controlled body corporate or connected entity by the holding company or a subsidiary of the holding company as permitted by subsection (1).

(4) Despite subsection (3), a transaction or arrangement is not a relevant transaction or arrangement for the purposes of subsection (1) if
  (a) it was entered into by a body corporate that, at the time it was entered into
    (i) was a subsidiary of the company entering into the transaction in question; or
    (ii) was a subsidiary of a holding company of that company; and
  (b) at the time the question arises as to whether the transaction in question falls within subsection (1), the body corporate is no longer such a subsidiary.

Section:

506

Exception for expenditure on company business

(1) A company is not prohibited by section 500, 501, 502 or 503 from entering into any transaction to provide
  (a) a director of the company or of a holding company of the company;
(b) a body corporate controlled by such a director; or
  (c) an entity connected with such a director,
with funds to meet expenditure specified in subsection (2) or to avoid incurring such expenditure.

(2) The expenditure is one incurred or to be incurred by the director, controlled body corporate or connected entity (as the case may be)
  (a) for the purposes of the company; or
  (b) for the purpose of enabling the director, controlled body corporate or connected entity (as the case may be) to properly perform duties as an officer of the company.

Section:

507

Exception for expenditure on defending proceedings etc.

(1) If the condition specified in subsection (2) is satisfied, a company is not prohibited by section 500, 501, 502 or 503 from entering into any transaction
  (a) to provide a director of the company or of a holding company of the company with funds to meet expenditure incurred or to be incurred by the director
    (i) in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by the director in relation to the company or an associated company of the company; or
    (ii) in connection with an application for relief under section 358 of the predecessor Ordinance or section 903 or 904; or
  (b) to enable such a director to avoid incurring such expenditure.

(2) The condition is that the transaction in question is entered into on the terms
  (a) that the funds are to be repaid, or any liability of the company incurred in relation to that transaction is to be discharged, if
    (i) the director is convicted in the proceedings;
    (ii) judgment is given against the director in the proceedings; or
    (iii) the court refuses to grant the director relief on the application; and
  (b) that the funds are to be so repaid, or such liability is to be so discharged, not later than the date when the conviction, judgment or refusal of relief becomes final.

(3) For the purposes of subsection (2), a conviction, judgment or refusal of relief
  (a) if not appealed against, becomes final at the end of the period for bringing an appeal; or
  (b) if appealed against, becomes final when the appeal, or any further appeal, is disposed of.

(4) For the purposes of subsection (3)(b), an appeal is disposed of if
  (a) it is determined, and the period for bringing any further appeal has ended; or
  (b) it is abandoned or otherwise ceases to have effect.

Section:

508

Exception for expenditure in connection with investigation or regulatory action

(1) If the condition specified in subsection (2) is satisfied, a company is not prohibited by section 500, 501, 502 or 503 from entering into any transaction
  (a) to provide a director of the company or of a holding company of the company with funds to meet expenditure incurred or to be incurred by the director in putting up a defence in an investigation, or against any action taken or proposed to be taken, by a regulatory authority in connection with any alleged misconduct by the director in relation to the company or an associated company of the company; or
  (b) to enable such a director to avoid incurring such expenditure.

(2) The condition is that the transaction in question is entered into on the terms
  (a) that the funds are to be repaid, or any liability of the company incurred in relation to that transaction is to be discharged, if the director is found in the investigation or action to have committed the misconduct; and
  (b) that the funds are to be so repaid, or such liability is to be so discharged, not later than the date when the finding becomes final.

(3) For the purposes of subsection (2)
  (a) a finding subject to review
    (i) if no application for review has been made, becomes final at the end of the period for making an application for review; or
    (ii) if an application for review has been made, becomes final when the review, or any further review, is disposed of;
  (b) a finding subject to appeal
    (i) if not appealed against, becomes final at the end of the period for bringing an appeal; or
    (ii) if appealed against, becomes final when the appeal, or any further appeal, is disposed of; and
  (c) a finding not subject to review or appeal becomes final when it is made.

(4) For the purposes of subsection (3)(a)(ii) or (b)(ii), a review or appeal is disposed of if
  (a) it is determined, and the period for bringing any further review or appeal has ended; or
  (b) it is abandoned or otherwise ceases to have effect. (5) In this section
misconduct(不當行為) means negligence, default, breach of duty or breach of trust.

Section:

509

Exception for home loan

(1) If the conditions specified in subsection (2) are satisfied, a company is not prohibited by section 500, 501, 502 or
503 from entering into any transaction
  (a) for the purpose of facilitating the purchase of any residential premises for use as the only or main residence of
    (i) a director of the company;
    (ii) an employee of the company who is a director of a holding company of the company; or
    (iii) an employee of the company who is an entity connected with a director of the company or of a holding company of the company;
  (b) for the purpose of improving any residential premises so used; or
  (c) in substitution for any transaction entered into by any other person for a purpose specified in paragraph (a) or (b).

(2) The conditions are
  (a) that, at the time the transaction in question is entered into, the total exposure amount does not exceed 10% of
    (i) the value of the company's net assets as determined by reference to the relevant financial statements of the company; or
    (ii) if no such relevant financial statements have been prepared, the amount of the company's called-up share capital;
  (b) that the company ordinarily enters into transactions for a purpose specified in subsection (3) on terms no less favourable than those on which the transaction in question is entered into;
  (c) that a valuation report on the residential premises is made and signed by a professionally qualified valuation surveyor, who is subject to the discipline of a professional body, within 3 months before the date on which the transaction in question is entered into; and
  (d) that the transaction in question is secured by a legal mortgage on the land comprising the residential premises.

(3) The purpose specified for the purposes of subsection (2)(b) is
  (a) to facilitate the purchase of any residential premises for use as the only or main residence of an employee of the company;
  (b) to improve any residential premises so used; or
  (c) to substitute for any transaction entered into by any other person for a purpose specified in paragraph (a) or (b).

(4) In this section
residential premises(住用處所) means any residential premises together with any land to be occupied or enjoyed with the premises.

(5) In this section, a reference to the relevant financial statements of a company is
  (a) a reference to the company's annual financial statements or annual consolidated financial statements prepared under Part 9 that were most recently sent to its members under section 430; or
  (b) if no such annual financial statements or annual consolidated financial statements have been sent since the commencement date* of section 430, a reference to the company's accounts prepared under section 122 of
the predecessor Ordinance that were most recently sent to its members under section 129G of that
Ordinance.

Section:

510

Exception for leasing goods and land etc.

(1) If the conditions specified in subsection (2) are satisfied, a company is not prohibited by section 500, 501, 502 or 503 from leasing or hiring goods or leasing land to
  (a) a director of the company or of a holding company of the company;
  (b) a body corporate controlled by such a director; or
  (c) an entity connected with such a director.

(2) The conditions are
  (a) that, at the time the transaction in question is entered into, the total exposure amount does not exceed 10% of
    (i) the value of the company's net assets as determined by reference to the relevant financial statements of the company; or
    (ii) if no such relevant financial statements have been prepared, the amount of the company's called-up share capital; and
  (b) that the terms of the transaction in question are not more favourable than what is reasonable to expect the company to have offered, if the goods had been leased or hired, or the land had been leased, on the open market, to a person unconnected with the company.

(3) In this section, a reference to the relevant financial statements of a company is
  (a) a reference to the company's annual financial statements or annual consolidated financial statements prepared under Part 9 that were most recently sent to its members under section 430; or
  (b) if no such annual financial statements or annual consolidated financial statements have been sent since the commencement date* of section 430, a reference to the company's accounts prepared under section 122 of the predecessor Ordinance that were most recently sent to its members under section 129G of that Ordinance.

Section:

511

Exception for transaction entered into in ordinary course of business

(1) A company is not prohibited by section 500, 501 or 502 from making a loan or quasi-loan, or giving a guarantee or providing security in connection with a loan or quasi-loan, if
  (a) the company's ordinary business includes the making of loans or quasi-loans, or the giving of guarantees or provision of securities in connection with loans or quasi-loans (as the case may be);
  (b) the loan, quasi-loan, guarantee or security is made, given or provided by the company in the ordinary course
of its business; and
  (c) the amount of the loan or quasi-loan, guarantee or security is not greater, and the terms of it are not more favourable, than what is reasonable to expect the company to have offered to a person of the same financial standing but unconnected with the company.

(2) A company is not prohibited by section 503 from entering into a credit transaction, or giving a guarantee or providing security in connection with a credit transaction, if
  (a) the company 's ordinary business includes the entering into of credit transactions, or the giving of guarantees or provision of securities in connection with credit transactions (as the case may be);
  (b) the credit transaction, guarantee or security is entered into, given or provided by the company in the ordinary course of its business; and
  (c) the amount of the credit transaction, guarantee or security is not greater, and the terms of it are not more favourable, than what is reasonable to expect the company to have offered to a person of the same financial standing but unconnected with the company.

Section:

512

Exception for intra-group transaction

If a company is a member of a group of companies, the company is not prohibited by section 500, 501, 502 or 503 from
  (a) making a loan or quasi-loan to, or entering into a credit transaction as creditor for, a body corporate that is a member of the group; or
  (b) giving a guarantee or providing security in connection with
    (i) a loan or quasi-loan made by any person to such a body corporate; or
    (ii) a credit transaction entered into by any person as creditor for such a body corporate.

Subdivision:4

Consequences of Contravention

Section:

513

Civil consequences of contravention

(1) If a company enters into a transaction in contravention of section 500, 501, 502 or 503, or enters into an arrangement in contravention of section 504, the transaction or arrangement is voidable at the company's instance unless
  (a) restitution of any money or other asset that was the subject matter of the transaction or arrangement is no longer possible;
  (b) the company has been indemnified for any loss or damage resulting from the transaction or arrangement; or
  (c) a person other than the director, controlled body corporate, or connected entity, for whom the transaction or arrangement was entered into acquired rights in good faith, for value, and without actual notice of the contravention, and those rights would be affected by the avoidance.

(2) Whether or not the transaction or arrangement has been avoided, each of the persons specified in subsection (3) is liable
  (a) to account to the company for any gain that the person has made, directly or indirectly, by the transaction or arrangement; and
  (b) jointly and severally with any other person so liable under this section, to indemnify the company for any loss or damage resulting from the transaction or arrangement.

(3) The persons are
  (a) a director of the company, or of a holding company of the company, for whom the company entered into the transaction or arrangement;
  (b) a body corporate controlled by such a director, or an entity connected with such a director, for whom the company entered into the transaction or arrangement;
  (c) the director of the company who controls such a body corporate or with whom such an entity is connected; (d) the director of a holding company of the company who controls such a body corporate or with whom such an entity is connected; and
  (e) any other director of the company who authorized the transaction or arrangement.

(4) Despite subsection (2)
  (a) the controlled body corporate or connected entity specified in subsection (3)(b) is not liable if the controlled body corporate or connected entity establishes that, at the time the transaction or arrangement was entered into, it was not aware of the circumstances constituting the contravention;
  (b) the director specified in subsection (3)(c) or (d) is not liable if the director establishes that the director took all reasonable steps to secure the company's compliance with section 500, 502, 503 or 504 (as the case may be); and
  (c) a director specified in subsection (3)(e) is not liable if the director establishes that, at the time the transaction or arrangement was entered into, the director was not aware of the circumstances constituting the contravention.

(5) This section does not exclude the operation of any other Ordinance or rule of law by virtue of which the transaction or arrangement may be called into question or any liability to the company may arise.

Section:

514

Affirmation of contravening transaction or arrangement

(1) Despite section 513, a transaction or arrangement may no longer be avoided under that section if, within a reasonable period after it is entered into, the transaction or arrangement is affirmed.

(2) If a transaction or arrangement contravenes Subdivision 2 because it was entered into without the prescribed approval of the company's members, the affirmation of the transaction or arrangement must be obtained by a resolution of the company's members.

(3) If a transaction or arrangement contravenes Subdivision 2 because it was entered into without the prescribed approval of the holding company 's members, the affirmation of the transaction or arrangement must be obtained by a resolution of the holding company's members.

(4) If a transaction or arrangement contravenes Subdivision 2 because it was entered into without the prescribed approval of the company's members and the prescribed approval of the holding company's members, the affirmation of the transaction or arrangement must be obtained
  (a) by a resolution of the company's members; and
  (b) by a resolution of the holding company's members.

(5) Subsections (2), (3) and (4) do not affect the validity of a company's or holding company's decision to affirm a transaction or arrangement if it is taken by unanimous consent of the company's or holding company's members.

Section:

515

Provisions supplementary to section 514

(1) The following requirements must be met in relation to a resolution of the members of any company under section 514
  (a) in the case of a written resolution, a memorandum setting out the matters specified in subsection (3) is sent to every member at or before the time at which the proposed resolution is sent to the member; or
  (b) in the case of a resolution passed at a general meeting
    (i) a memorandum setting out the matters specified in subsection (3) is sent to every member together with the notice convening the meeting; and
    (ii) if the company is a specified company, the resolution is passed after disregarding every vote in favour of the resolution by a member specified in subsection (4).

(2) Subject to any provision of the company's articles, any accidental omission to send the memorandum to a member is to be disregarded for the purpose of determining whether the requirement specified in subsection (1)(a) or (b)(i) has been met.

(3) The matters specified for the purposes of subsection (1)(a) and (b)(i) are
  (a) in the case of a resolution for the purpose of a contravention of section 500, 501 or 502
    (i) the nature of the transaction to be affirmed by the resolution;
    (ii) the amount of the loan or quasi-loan;
    (iii) the purpose for which the loan or quasi-loan is required; and
    (iv) the extent of the company's liability under any transaction connected with the loan or quasi-loan;
  (b) in the case of a resolution for the purpose of a contravention of section 503
    (i) the nature of the transaction to be affirmed by the resolution;
    (ii) the amount and value of the credit transaction;
    (iii) the purpose for which the goods, land or services supplied, sold, leased, hired or otherwise disposed of under the credit transaction are required; and
    (iv) the extent of the company's liability under any transaction connected with the credit transaction; or
  (c) in the case of a resolution for the purpose of a contravention of section 504
    (i) the matters that would have to be disclosed if the company were seeking affirmation of the transaction to which the arrangement relates;
    (ii) the nature of the arrangement to be affirmed by the resolution; and
    (iii) the extent of the company's liability under the arrangement.

(4) The member specified for the purposes of subsection (1)(b)(ii) is
  (a) in the case of a resolution for the purpose of a contravention of section 500 or 501
    (i) one who is the controlled body corporate to whom the loan is proposed to be made or was made; (ii) one who is the director
      (A) who controls that body corporate; or
      (B) to whom the loan or quasi-loan is proposed to be made or was made;
    (iii) one who is any other director of the company who authorized the loan or quasi-loan; or
    (iv) one who holds any shares in the company in trust for the director specified in subparagraph (ii) or (iii) or that controlled body corporate;
  (b) in the case of a resolution for the purpose of a contravention of section 502
    (i) one who is the connected entity to whom the loan or quasi-loan is proposed to be made or was made;
    (ii) one who is the director with whom that entity is connected;
    (iii) one who is any other director of the company who authorized the loan or quasi-loan; or
    (iv) one who holds any shares in the company in trust for the director specified in subparagraph (ii) or (iii) or that connected entity;
  (c) in the case of a resolution for the purpose of a contravention of section 503
    (i) one who is the director or connected entity for whom the credit transaction is proposed to be entered into or was entered into;
    (ii) one who is the director with whom that entity is connected;
    (iii) one who is any other director of the company who authorized the credit transaction; or
    (iv) one who holds any shares in the company in trust for the director specified in subparagraph (i), (ii) or (iii) or that connected entity; or
  (d) in the case of a resolution for the purpose of a contravention of section 504
    (i) one who is the controlled body corporate, or connected entity, for whom the arrangement is proposed to be entered into or was entered into;
    (ii) one who is the director
      (A) who controls that body corporate;
      (B) with whom that entity is connected; or
      (C) for whom the arrangement is proposed to be entered into or was entered into;
    (iii) one who is any other director of the company who authorized the arrangement; or
    (iv) one who holds any shares in the company in trust for the director specified in subparagraph (ii) or (iii) or that controlled body corporate or connected entity.

(5) Subsection (1)(b)(ii) does not prevent a member specified in subsection (4) from attending, being counted towards the quorum for, or taking part in the proceedings at, any meeting at which the decision is considered.

(6) In this section, a reference to a transaction to which an arrangement relates is
  (a) in the case of an arrangement mentioned in section 504(1)(a) or (2)(a), a reference to the transaction entered into with a director, a body corporate controlled by a director, or an entity connected with a director under the arrangement; or
  (b) in the case of an arrangement mentioned in section 504(1)(b) or (2)(b) in relation to any rights, obligations or liabilities under a transaction, a reference to the transaction.

Division:3

Payment for Loss of Office

Subdivision:1

Preliminary

Section:

516

Interpretation

(1) In this Division
affected member (受影響成員) means
  (a) a holder of the shares to which the takeover offer relates; or
  (b) a holder of shares of the same class as any of the shares to which the takeover offer relates;
director (董事) includes a shadow director;
takeover offer (收購要約) means a takeover offer as defined by section 689.

(2) In this Division
  (a) a reference to payment, compensation or consideration includes benefits otherwise than in cash; and
  (b) a reference to loss of office as a director excludes loss of a person's status as a shadow director.

(3) In section 517 and Subdivisions 2 and 3, a reference to a payment to a director or former director includes
  (a) a payment to an entity connected with the director or former director; and
  (b) a payment to a person made at the direction of, or for the benefit of
    (i) the director or former director; or
    (ii) an entity connected with the director or former director.

(4) In section 517 and Subdivisions 2 and 3, a reference to a payment by a person includes a payment by another person made at the direction of, or on behalf of, the person.

(5) For the purposes of this Division, a body corporate is not to be regarded as a shadow director of any of its subsidiaries by reason only that the directors, or a majority of the directors, of the subsidiary are accustomed to act in accordance with its directions or instructions.

Section:

517

Payment for loss of office

(1) In this Division, a reference to a payment for loss of office made to a director or former director of a company is a reference to a payment made to the director or former director
  (a) by way of compensation for loss of office as director of the company;
  (b) by way of compensation for loss, while director of the company or in connection with ceasing to be director of it, of
    (i) any other office or employment in connection with the management of the affairs of the company; or
    (ii) any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company;
  (c) as consideration for or in connection with the retirement from the office as director of the company; or
  (d) as consideration for or in connection with the retirement, while director of the company or in connection with ceasing to be director of it, from
    (i) any other office or employment in connection with the management of the affairs of the company; or
    (ii) any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company.

(2) If, in connection with a transfer mentioned in section 522 or 523
  (a) the price to be paid to a director or former director of the company specified in subsection (3) for any shares in the company exceeds the price that could at the time have been obtained by other holders of like shares; or
  (b) any valuable consideration is given to a director or former director of the company specified in subsection

(3) by a person other than the company, the excess, or (as the case may be) the money value of the consideration, is to be regarded as a payment for loss of office for the purposes of sections 522 and 523.

(3) The director or former director of the company is
  (a) one who is or was to cease to hold office in connection with the transfer; or
  (b) one who is or was to cease to be the holder of either of the following offices in connection with the transfer—
    (i) any other office or employment in connection with the management of the affairs of the company;
    (ii) any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company.

(4) Subsection (1)(a) and (b) applies to a loss of office occurring on or after the commencement date* of this Division.

(5) Subsection (1)(c) and (d) applies to a retirement occurring on or after the commencement date* of this Division.

(6) For the purposes of subsections (4) and (5), a loss of office or retirement occurs
  (a) in the case of a directorship, when the person ceases to be a director;
  (b) in the case of any other office, when the person ceases to hold the office; or
  (c) in the case of an employment, when the employment comes to an end.

Section:

518

Prescribed approval of members or affected members

(1) In this Division, a reference to the prescribed approval of the members or affected members of a company is a reference to an approval obtained by a resolution of those members or affected members
  (a) that is passed before the payment for loss of office is made; and
  (b) in respect of which the requirements specified in subsection (2) are met.

(2) The requirements specified for the purposes of subsection (1)(b) are
  (a) that, in the case of a written resolution, a memorandum setting out the particulars of the payment is sent to every member or affected member (as the case may be) at or before the time at which the proposed resolution is sent to the member or affected member; or
  (b) that, in the case of a resolution passed at a general meeting
    (i) a memorandum setting out the particulars of the payment is sent to every member or affected member (as the case may be) together with the notice convening the meeting; and
    (ii) if the company is a public company, the resolution is passed after disregarding every vote in favour of the resolution by a member or affected member (as the case may be) specified in subsection (4) or (5).

(3) Subject to any provision of the company's articles, any accidental omission to send the memorandum to a member or affected member (as the case may be) is to be disregarded for the purpose of determining whether the requirement specified in subsection (2)(a) or (b)(i) has been met.

(4) In the case of a resolution for the purposes of section 521 or 522, the member specified for the purposes of subsection (2)(b)(ii) is
  (a) one who is the director or former director to whom the payment for loss of office is proposed to be made;
  (b) one who is the proposed recipient of the payment for loss of office and who is not the director or former director specified in paragraph (a); or
  (c) one who holds any shares in the company in trust for that director, former director or recipient.

(5) In the case of a resolution for the purposes of section 523, the affected member specified for the purposes of subsection (2)(b)(ii) is
  (a) one who is the director or former director to whom the payment for loss of office is proposed to be made;
  (b) one who is the proposed recipient of the payment for loss of office and who is not the director or former director specified in paragraph (a);
  (c) one who makes the takeover offer;
  (d) one who is an associate of the person making the takeover offer; or
  (e) one who holds any shares in the company in trust for
    (i) that director, former director or recipient;
    (ii) the maker of the takeover offer specified in paragraph (c); or
    (iii) the associate.

(6) Subsection (2)(b)(ii) does not prevent a member or affected member (as the case may be) specified in subsection (4) or (5) from attending, being counted towards the quorum for, or taking part in the proceedings at, any meeting at which the decision is considered.

(7) In this section
associate(有聯繫者), in relation to a person making a takeover offer, means an associate of the person as defined by section 667.

(8) For the purposes of subsection (1)(a), it is irrelevant whether the resolution is passed before, on or after the commencement date* of this Division.

Section:

519

Preservation of effect of members’ or affected members’ unanimous consent

(1) If, under a provision of this Division, a transaction must not be entered into without the prescribed approval of a company's members or affected members, the provision does not prohibit the transaction from being entered into with the unanimous consent of those members or affected members given before it is entered into.

(2) If, under a provision of this Division, a transaction may be entered into with only the prescribed approval of a company's members or affected members, the provision does not preclude the transaction from being entered into with the unanimous consent of those members or affected members given before it is entered into.

(3) For the purposes of subsection (1) or (2), it is irrelevant whether the unanimous consent is given before, on or after the commencement date* of this Division.

Section:

520

This Division does not affect operation of other Ordinance or law

This Division does not affect the operation of any other Ordinance or rule of law requiring disclosure to be made with respect to
  (a) any payment for loss of office mentioned in section 521, 522 or 523; or
  (b) any other like payment made or to be made to a director or former director of a company.

Subdivision:2

Prohibitions

Section:

521

Company must not make payment for loss of office to director or former director

(1) Without the prescribed approval of its members, a company must not make a payment for loss of office to a director or former director of the company.

(2) Without the prescribed approval of its members and the prescribed approval of the holding company's members, a company must not make a payment for loss of office to a director or former director of a holding company of the company.

(3) Despite subsection (2)
  (a) a company may enter into the transaction with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong; and
  (b) a company may enter into the transaction with only the prescribed approval of the holding company's members if it is a wholly owned subsidiary of the holding company, and the holding company is incorporated in Hong Kong.

Section:

522

Person must not make payment for loss of office to director or former director in connection with transfer of company’s undertaking or property

(1) Without the prescribed approval of the company's members, a person must not make a payment for loss of office to a director or former director of a company in connection with a transfer of the whole or any part of the undertaking or property of the company.

(2) Without the prescribed approval of the company's members and the prescribed approval of the subsidiary's members, a person must not make a payment for loss of office to a director or former director of a company in connection with a transfer of the whole or any part of the undertaking or property of a subsidiary of the company.

(3) For the purposes of this section, a payment is presumed, except in so far as the contrary is shown, to be made in connection with a transfer of any undertaking or property of a company if it is made pursuant to an arrangement—
  (a) entered into as part of the agreement for the transfer, or within one year before or 2 years after that agreement is entered into; and
  (b) to which the company, or any person to whom the transfer is made, is privy.

(4) Despite subsection (2), a person may enter into the transaction with only the prescribed approval of the company's members if the subsidiary is incorporated outside Hong Kong or is a wholly owned subsidiary of the company.

Section:

523

Person must not make payment for loss of office to director or former director in connection with transfer of shares resulting from takeover offer

(1) Without the prescribed approval of the affected members, a person must not make a payment for loss of office to a director or former director of a company in connection with a transfer of shares in the company, or in a subsidiary of the company, resulting from a takeover offer.

(2) For the purposes of this section, a payment is presumed, except in so far as the contrary is shown, to be made in connection with a transfer of any shares in a company if it is made pursuant to an arrangement
  (a) entered into as part of the agreement for the transfer, or within one year before or 2 years after that agreement is entered into; and
  (b) to which the company, or any person to whom the transfer is made, is privy.

(3) Despite subsection (1), a person may enter into the transaction without the prescribed approval of a body corporate's affected members if the body corporate is incorporated outside Hong Kong.

(4) For the purposes of this section, the prescribed approval of the affected members of a payment is to be regarded as being obtained if
  (a) a quorum is not present at a general meeting to consider the resolution in respect of which the requirement specified in section 518(2)(b)(i) is met;
  (b) the meeting is adjourned to a later date; and
  (c) a quorum is not present at the adjourned meeting.

Subdivision:3

Exceptions to Subdivision 2

Section:

524

Exception for payments in discharge of legal obligation etc.

(1) A person is not prohibited by Subdivision 2 from making a payment in good faith
  (a) in discharge of an existing legal obligation;
  (b) by way of damages for breach of an existing legal obligation;
  (c) by way of settlement or compromise of any claim arising in connection with the termination of a person's
office or employment; or
  (d) by way of pension in respect of past services.

(2) For the purposes of subsection (1), if part of a payment falls within that subsection and part of it does not, the payment is to be regarded as if those parts were separate payments.

(3) In this section
existing legal obligation(現存法律義務)
  (a) in relation to a payment falling within section 521 and made by a company, means an obligation of the company, or an associated company of it, that was not entered into in connection with, or in consequence of, the event giving rise to the payment for loss of office; or
  (b) in relation to a payment falling within section 522 or 523 and made by a person in connection with a transfer of any undertaking, property or shares, means an obligation of the person that was not entered into for the purpose of, in connection with, or in consequence of, the transfer;
pension(退休金) includes any superannuation allowance, superannuation gratuity or similar payment.

(4) For the purposes of the definition of existing legal obligation in subsection (3), if a payment falls within both sections 521 and 522 or within both sections 521 and 523, it is to be regarded as falling within section 521 but not within section 522 or 523.

Section:

525

Exception for small payment

(1) A company is not prohibited by section 521 from making a payment to a director or former director if the aggregate of the amount or value of the payment, and the amount or value of any other payment for loss of office made by the company or a subsidiary of the company to the director or former director in connection with the same event, does not exceed $100,000.

(2) A company is not prohibited by section 522 or 523 from making a payment to a director or former director in connection with a transfer of any undertaking or property of, or shares in, the company or a subsidiary of the company if the aggregate of the amount or value of the payment, and the amount or value of any other payment for loss of office made by the company or a subsidiary of the company to the director or former director in connection with the transfer, does not exceed $100000.

(3) A subsidiary of a company is not prohibited by section 522 or 523 from making a payment to a director or former director in connection with a transfer of any undertaking or property of, or shares in, the company or a subsidiary of the company if the aggregate of the amount or value of the payment, and the amount or value of any other payment for loss of office made by the company, or the subsidiary making the payment, to the director or former director in connection with the transfer, does not exceed $100000.

Subdivision:4

Consequences of Contravention

Section:

526

Interpretation

For the purposes of this Division
  (a) unless the court directs otherwise, a payment is to be regarded as being made in contravention of section 522 if it is made in contravention of both sections 521 and 522; and
  (b) unless the court directs otherwise, a payment is to be regarded as being made in contravention of section 523 if it is made in contravention of both sections 521 and 523.

Section:

527

Civil consequences of contravention of section 521

If a payment is made by a company in contravention of section 521
  (a) the payment is held by the recipient in trust for the company; and
  (b) any director of the company who authorized the payment is jointly and severally liable to indemnify the company for any loss resulting from the payment.

Section:

528

Civil consequences of contravention of section 522

(1) This section applies if a payment is made in connection with a transfer of any undertaking or property of a company, or a subsidiary of a company, in contravention of section 522.

(2) The payment is held by the recipient in trust for the company or subsidiary.

(3) If the payment is made by or on behalf of the company, any director of the company who authorized the payment is jointly and severally liable to indemnify the company for any loss resulting from the payment.

(4) If the payment is made by or on behalf of the subsidiary, any director of the subsidiary who authorized the payment is jointly and severally liable to indemnify the subsidiary for any loss resulting from the payment.

Section:

529

Civil consequences of contravention of section 523

(1) This section applies if a payment is made in connection with a transfer of shares in a company, or a subsidiary of a company, resulting from a takeover offer in contravention of section 523.

(2) The payment is held by the recipient in trust for those who have sold their shares as a result of the offer made.

(3) The recipient must bear the expenses in distributing that sum amongst those who have sold their shares.

(4) If the payment is made by or on behalf of the company, any director of the company who authorized the payment is jointly and severally liable to indemnify the company for any loss resulting from the payment.

(5) If the payment is made by or on behalf of the subsidiary, any director of the subsidiary who authorized the payment is jointly and severally liable to indemnify the subsidiary for any loss resulting from the payment.

Division:4

Directors’ Service Contract

Section:

530

Interpretation

(1) In this Division
director (董事) includes a shadow director.

(2) For the purposes of this Division, a body corporate is not to be regarded as a shadow director of any of its subsidiaries by reason only that the directors, or a majority of the directors, of the subsidiary are accustomed to act in accordance with its directions or instructions.

Section:

531

Service contract

(1) In this Division, a reference to a service contract of a director of a company
  (a) is a reference to a contract under which
    (i) the director undertakes personally to perform services, as director or otherwise, for the company or for a subsidiary of the company; or
    (ii) services that the director undertakes personally to perform, as director or otherwise, are to be made available by a third party to the company or to a subsidiary of the company; and
  (b) includes the terms of a person's appointment as director of the company.

(2) In this Division, a reference to a service contract of a director of a company is not restricted to a contract for the performance of services outside the scope of a director's ordinary duties as director.

Section:

532

Prescribed approval of members

(1) In this Division, a reference to the prescribed approval of the members of a company is a reference to an approval obtained by a resolution of those members
  (a) that is passed before the company agrees to the provision; and
  (b) in respect of which the requirements specified in subsection (2) are met. (2) The requirements specified for the purposes of subsection (1)(b) are
  (a) that, in the case of a written resolution, a memorandum setting out the proposed service contract (incorporating the provision in question) is sent to every member at or before the time at which the proposed resolution is sent to the member; or
  (b) that, in the case of a resolution passed at a general meeting
    (i) a memorandum setting out the proposed service contract (incorporating the provision in question) is sent to every member together with the notice convening the meeting; and
    (ii) if the company is a public company, the resolution is passed after disregarding every vote in favour of the resolution by a member specified in subsection (4).

(3) Subject to any provision of the company's articles, any accidental omission to send the memorandum to a member is to be disregarded for the purpose of determining whether the requirement specified in subsection (2)(a) or (b)(i) has been met.

(4) The member specified for the purposes of subsection (2)(b)(ii) is
  (a) one who is the director with whom the service contract is proposed to be entered into; or
  (b) one who holds any shares in the company in trust for that director.

(5) Subsection (2)(b)(ii) does not prevent a member specified in subsection (4) from attending, being counted towards the quorum for, or taking part in the proceedings at, any meeting at which the decision is considered.

(6) For the purposes of subsection (1)(a), it is irrelevant whether the resolution is passed before, on or after the commencement date* of this Division.

Section:

533

Preservation of effect of members’ unanimous consent

(1) If, under section 534(1), any provision must not be agreed to without the prescribed approval of a company's members, that section does not prohibit the provision from being agreed to with the unanimous consent of those members given before it is agreed to.

(2) For the purposes of subsection (1), it is irrelevant whether the unanimous consent is given before, on or after the commencement date* of this Division.

Section:

534

Company must not agree to director’s long-term employment

(1) Without the prescribed approval of its members, a company must not agree to any provision under which the guaranteed term of the employment of a director of the company with the company exceeds or may exceed 3 years.

(2) In this section
employment(僱用) means any employment under a director's service contract.

(3) In this section, a reference to the guaranteed term of a director's employment is
  (a) a reference to the period (if any) during which the employment
    (i) is to continue, or may be continued, otherwise than at the instance of the company (whether under the original contract or under a new contract entered into pursuant to it); and
    (ii) cannot be terminated by the company by notice, or can be so terminated only in specified circumstances;
  (b) in the case of employment terminable by the company by notice, a reference to the period of notice required to be given; or
  (c) in the case of employment having a period within paragraph (a) and a period within paragraph (b), a reference to the aggregate of those periods.

(4) For the purposes of this section, if, more than 6 months before the end of the guaranteed term of a director's employment, the company enters into a further service contract otherwise than pursuant to a right given, by or under the original contract, to the other party to it, the guaranteed term of the employment under the further contract is to be regarded as including the unexpired period of the guaranteed term of the employment under the original contract.

(5) For the purposes of subsection (4), it is irrelevant whether the original contract is entered into before, on or after the commencement date* of this Division.

Section:

535

Civil consequences of contravention of section 534

If a company agrees to a provision in contravention of section 534
  (a) the provision is void to the extent of the contravention; and
  (b) the contract is to be regarded as containing a term entitling the company to terminate it at any time by giving reasonable notice.

Division:5

Material Interests in Transaction, Arrangement or Contrac

Section:

536

Director must declare material interests

(1) If a director of a company is in any way, directly or indirectly, interested in a transaction, arrangement or contract, or a proposed transaction, arrangement or contract, with the company that is significant in relation to the company's business, and the director's interest is material, the director must declare the nature and extent of the director's interest to the other directors in accordance with sections 537, 538 and 539.

(2) If an entity connected with a director of a public company is in any way, directly or indirectly, interested in a transaction, arrangement or contract, or a proposed transaction, arrangement or contract, with the company that is significant in relation to the company's business, and the connected entity's interest is material, the director must declare the nature and extent of the connected entity's interest to the other directors in accordance with sections 537, 538 and 539.

(3) If a declaration made under subsection (1) or (2) proves to be, or becomes, inaccurate or incomplete, the director must make a further declaration in accordance with sections 537, 538 and 539. (4) This section does not require a director to declare an interest
  (a) if the director is not aware of the interest or the transaction, arrangement or contract in question; or
  (b) if, or to the extent that, the interest concerns the terms of the director's service contract that have been or are to be considered by
    (i) a meeting of the directors; or
    (ii) a committee of the directors appointed for the purpose under the company's articles.

(5) For the purposes of subsection (4)(a), a director is to be regarded as being aware of matters of which the director ought reasonably to be aware.

(6) This section does not affect the operation of any other Ordinance or rule of law restricting a director of a company from having any interest in a transaction, arrangement or contract with the company.

Section:

537

Declaration to directors: timing

(1) A declaration of interest under section 536 in a transaction, arrangement or contract that has been entered into must be made as soon as reasonably practicable.

(2) A declaration of interest under section 536 in a proposed transaction, arrangement or contract must be made before the company enters into the transaction, arrangement or contract.

(3) Failure to comply with subsection (1) or (2) does not affect the underlying duty to make the declaration.

Section:

538

Declaration to directors: procedures

(1) A declaration to directors under section 536 must be
  (a) made at a directors' meeting;
  (b) made by notice in writing and sent by the director to the other directors; or
  (c) made by general notice by the director.

(2) A notice for the purposes of subsection (1)(b)
  (a) must be sent
    (i) in hard copy form; or
    (ii) if the recipient has agreed to receive it in electronic form, in the electronic form so agreed; and
  (b) must be sent
    (i) by hand or by post; or
    (ii) if the recipient has agreed to receive it by electronic means, by the electronic means so agreed.

(3) If a declaration to directors under section 536 is made by notice in writing
  (a) the making of the declaration is to be regarded as forming part of the proceedings at the next directors' meeting after the notice is given; and
  (b) section 481 applies as if the declaration had been made at that meeting.

(4) A general notice by a director for the purposes of subsection (1)(c) is a notice to the effect that
  (a) the director
    (i) has an interest (as member, officer, employee or otherwise) in a body corporate or firm specified in the notice; and
    (ii) is to be regarded as interested in any transaction, arrangement or contract that may, after the effective date of the notice, be entered into with the specified body corporate or firm; or
  (b) the director
    (i) is connected with a person specified in the notice (other than a body corporate or firm); and
    (ii) is to be regarded as interested in any transaction, arrangement or contract that may, after the effective date of the notice, be entered into with the specified person.

(5) A general notice must state
  (a) the nature and extent of the director's interest in the specified body corporate or firm; or
  (b) the nature of the director's connection with the specified person.

(6) A general notice must be given
  (a) at a directors' meeting; or
  (b) in writing and sent to the company.

Note

See also section 541 which requires a company receiving a general notice to send the general notice to other directors.

(7) A general notice given under subsection (6)(a) takes effect on the date of the directors' meeting.

(8) A general notice given under subsection (6)(b) takes effect on the twenty-first day after the day on which it is sent to the company.

Section:

539

Declaration to directors in case of company with sole director

(1) If a declaration to directors under section 536 is required of a sole director of a company that is required to have more than one director
  (a) the declaration must be recorded in writing;
  (b) the making of the declaration is to be regarded as forming part of the proceedings at the next directors' meeting after the notice is given; and
  (c) section 481 applies as if the declaration had been made at that meeting.

(2) This section does not affect the operation of section 545.

Section:

540

Application of Division to shadow director

(1) Subject to subsections (2), (3) and (4), the provisions of this Division relating to the duty of a director to declare an interest under section 536 apply to a shadow director in the same manner as they apply to a director.

(2) Section 538(1)(a) and (6) does not apply to a shadow director.

(3) A general notice by a shadow director for the purposes of section 538(1)(c) is not effective unless it is given by notice in writing and sent by the shadow director to the other directors.

(4) A notice for the purposes of subsection (3)
  (a) must be sent
    (i) in hard copy form; or
    (ii) if the recipient has agreed to receive it in electronic form, in the electronic form so agreed; and
  (b) must be sent
    (i) by hand or by post; or
    (ii) if the recipient has agreed to receive it by electronic means, by the electronic means so agreed.

Section:

541

Companies must send general notices to other directors

(1) If a company receives a notice under section 538(6)(b) from a director, it must, within 15 days after the day on which it receives the notice, send a copy of the notice to other directors of the company.

(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 6.

Section:

542

Offence

(1) A director or shadow director who contravenes section 536(1), (2) or (3) commits an offence and is liable to a fine at level 6.

(2) If a person is charged with an offence under subsection (1) for contravening section 536(2), it is a defence to establish that the person took all reasonable steps to secure compliance with that section.

Division:6

Miscellaneous

Section:

543

Disclosure of management contract

(1) This section applies if
  (a) a company enters into a contract by which a person undertakes the management and administration of the whole or any substantial part of any business of the company; and
  (b) the contract is not a contract of service with any director of the company or any person engaged in the full- time employment of the company.

(2) The directors' report for any year in which the contract is in force must include
  (a) a statement of the existence and duration of the contract; and
  (b) the name of every director and shadow director interested in the contract, and the nature and extent of the interest.

(3) The company must keep the following at its registered office or at a place prescribed by regulations made under section 657
  (a) a copy of the contract;
  (b) if such a contract is not in writing, a written memorandum setting out the terms of the contract.

(4) The company
  (a) must retain the copy or memorandum for at least one year after the date of termination or expiry of the contract; and
  (b) must keep the copy or memorandum available for inspection during that time.

(5) If the copy or memorandum is kept at a place other than the company's registered office, the company must deliver to the Registrar for registration a notice, in the specified form, of the place, or any change in the place, at which the copy or memorandum is kept. The notice must be delivered to the Registrar within 15 days after the copy or memorandum is first kept at that place or within 15 days after the change (as the case may be).

(6) If subsection (3) or (4) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.

(7) If subsection (5) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.

(8) In this section
directors' report (董事報告) means
  (a) the report required to be prepared under section 388(1); or
  (b) the consolidated report required to be prepared under section 388(2).

Section:

544

Right of member 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, a copy of a contract or a written memorandum kept by the company under section 543.

(2) A member of the company is entitled, on request and on payment of a prescribed fee, to be provided with a copy of the contract or memorandum in accordance with regulations made under section 657.

(3) In this section, a reference to a contract includes a variation of the contract.

(4) In this section
prescribed(訂明) means prescribed by regulations made under section 657.

Section:

545

Contract with sole member who is also director

(1)This section applies if
  (a)a company having only one member enters into a contract with the member;
  (b)the member is also a director of the company; and
  (c)the contract is not entered into in the ordinary course of the company's business.

(2) Unless the contract is in writing, the company must ensure that
  (a) the terms of the contract are set out in a written memorandum within 15 days from the entering into of the contract; and
  (b) the memorandum is kept at the place at which the books containing the minutes of the directors' meetings are kept.

(3) If a company contravenes subsection (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.

(4) A contravention of subsection (2) in relation to a contract does not affect the validity of the contract.

(5) This section does not exclude the operation of any other Ordinance or rule of law applying to contracts between a company and a director of the company.

(6) In this section
director(董事) includes a shadow director.

(7) For the purposes of this section, a body corporate is not to be regarded as a shadow director of any of its subsidiaries by reason only that the directors, or a majority of the directors, of the subsidiary are accustomed to act in accordance with its directions or instructions.

Section:

546

Financial Secretary may amend certain sums or percentage figures

(1) Subject to subsection (2), the Financial Secretary may, by notice published in the Gazette, amend any provision of Division 2 or 3
  (a) by substituting for any sum of money specified in the provision a sum specified in the notice; or
  (b) by substituting for any percentage figure specified in the provision a percentage figure specified in the notice.

(2) A notice under this section may not be made to amend the amount of a fine.

(3) A notice under this section does not have effect in relation to anything done or not done before the notice comes into operation.

(4) Proceedings in respect of any liability incurred before a notice under this section comes into operation may be continued or instituted as if the notice had not been made.

Part:12

Company Administration and Procedure

Division1:

Resolutions and Meetings

Subdivision1:

Preliminary

Section:

547

Interpretation

(1) In this Division
circulation date (傳閱日期) , in relation to a written resolution or a proposed written resolution, means
  (a) the date on which copies of the resolution are sent to eligible members in accordance with section 553; or
  (b) if copies are sent to eligible members on different days, the first of those days;
electronic address (電子地址) means any sequence or combination of letters, characters, numbers or symbols of any language or, any number, used for the purposes of sending or receiving a document or information by electronic means.

(2) For the purposes of this Division
  (a) in relation to a proposed written resolution, the eligible members are the members who would have been entitled to vote on the resolution on the circulation date of the resolution; and
  (b) if the persons entitled to vote on the resolution change during the course of the day that is the circulation date of the resolution, the eligible members are the persons entitled to vote on the resolution at the time that the first copy of the resolution is sent to a member for agreement.

(3) Nothing in this Division affects the operation of any other Ordinance or rule of law as to
  (a) things done otherwise than by passing a resolution;
  (b) circumstances in which a resolution is or is not to be regarded as having been passed; or
  (c) cases in which a person is precluded from alleging that a resolution has not been duly passed.

Subdivision:2

Written Resolution

Section:

548

Written resolution

(1) Anything that may be done by a resolution passed at a general meeting of a company may be done, without a meeting and without any previous notice being required, by a written resolution of the members of the company.

(2) Anything that may be done by a resolution passed at a meeting of a class of members of a company may be done, without a meeting and without any previous notice being required, by a written resolution of that class of members of the company.

(3) If a resolution is required by any Ordinance to be passed as an ordinary resolution or a special resolution, the resolution may be passed as a written resolution; and a reference in any Ordinance to an ordinary resolution or a special resolution includes a written resolution.

(4) A reference in any Ordinance to the date of passing of a resolution or the date of a meeting is, in relation to a written resolution, the date on which the written resolution is passed under section 556.

(5) A written resolution of a company has effect as if passed by
  (a) the company at a general meeting; or
  (b) a meeting of the relevant class of members of the company,
as the case may be, and a reference in any Ordinance to a meeting at which a resolution is passed or to members voting in favour of a resolution is to be construed accordingly.

(6) This section does not apply to
  (a) a resolution removing an auditor before the end of the auditor's term of office; or
  (b) a resolution removing a director before the end of the director's term of office.

Section:

549

Power to propose written resolution

A resolution may be proposed as a written resolution by
  (a) the directors of a company; or
  (b) a member of a company.

Section:

550

Company’s duty to circulate written resolution proposed by directors

If the directors of a company have proposed a resolution as a written resolution under section 549(a), the company must circulate the resolution.

Section:

551

Members’ power to request circulation of written resolution

(1) A member of a company may request the company to circulate a resolution that
  (a) may properly be moved; and
  (b) is proposed as a written resolution under section 549(b).

(2) If a member requests a company to circulate a resolution, the member may request the company to circulate with the resolution a statement of not more than 1000 words on the subject matter of the resolution.

(3) However, each member may only request the company to circulate one such statement with respect to the resolution.

Section:

552

Company’s duty to circulate written resolution proposed by members

(1) A company must circulate a resolution proposed as a written resolution under section 549(b) and any statement mentioned in section 551(2) if it has received requests that it do so from the members of the company representing not less than the requisite percentage of the total voting rights of all the members entitled to vote on the resolution.

(2) The requisite percentage mentioned in subsection (1) is 5% or a lower percentage specified for this purpose in the company's articles.

(3) A request
  (a) may be sent to the company in hard copy form or in electronic form;
  (b) must identify the resolution and any statement mentioned in section 551(2); and
  (c) must be authenticated by the person or persons making it.

Section:

553

Circulation of written resolution

(1) If a company is required under section 550 or 552 to circulate a resolution proposed as a written resolution, the company must send at its own expense to every eligible member and every other member (if any) who is not an eligible member
  (a) a copy of the resolution; and
  (b) if so required under section 551(2), a copy of a statement mentioned in that section. (2) The company may comply with subsection (1)
  (a) by sending copies at the same time (so far as reasonably practicable) to all members in hard copy form or in electronic form or by making the copies available on a website;
  (b) if it is possible to do so without undue delay, by sending the same copy to each member in turn (or different copies to each of a number of members in turn); or
  (c) by sending copies to some members in accordance with paragraph (a) and sending a copy or copies to other members in accordance with paragraph (b).

(3) The company must send the copies (or if copies are sent to members on different days, the first of those copies) not more than 21 days after it becomes subject to the requirement under subsection (1) to send the copies.

(4) If the company sends a copy of a proposed written resolution or statement by making it available on a website, the copy is not validly sent for the purposes of this Subdivision unless the copy is available on the website throughout the period
  (a) beginning on the circulation date; and
  (b) ending on the date on which the resolution lapses under section 558.

(5) For the purposes of subsection (4), a failure to make a copy of a proposed written resolution or statement available on a website throughout the period mentioned in that subsection is to be disregarded if
  (a) the copy is made available on the website for part of that period; and
  (b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid.

(6) The company must ensure that the copy of the proposed written resolution sent to an eligible member is accompanied by guidance as to
  (a) how to signify agreement to the resolution under section 556; and
  (b) the date by which the resolution must be passed if it is not to lapse under section 558.

(7) If a company contravenes subsection (1), (3) or (6), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5.

(8) The validity of the resolution, if passed, is not affected by a contravention of subsection (1), (3) or (6).

Section:

554

Application not to circulate accompanying statement

(1) A company is not required to circulate a statement mentioned in section 551(2) if, on an application by the company or another person who claims to be aggrieved, the Court is satisfied that the rights given by that section are
  (a) being abused; or
  (b) being used to secure needless publicity for defamatory matter.

(2) The Court may order the members who requested the circulation of the statement to pay the whole or part of the company's costs on an application under subsection (1), even if they are not parties to the application.

Section:

555

Company’s duty to notify auditor of proposed written resolution

(1) If a company is required to send a resolution to a member of the company under section 553, it must, on or before the circulation date, send to the auditor of the company (if more than one auditor, to everyone of them)
  (a) a copy of the resolution; and
  (b) a copy of any other document relating to the resolution that is required to be sent to a member of the company under that section.

(2) The copies may be sent to the auditor or auditors of the company in hard copy form or in electronic form.

(3) 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.

(4) The validity of the resolution, if passed, is not affected by a contravention of subsection (1).

Section:

556

Procedure for signifying agreement to proposed written resolution

(1) A written resolution is passed when all eligible members have signified their agreement to it.

(2) A member signifies agreement to a proposed written resolution when the company receives from the member (or from someone acting on the member's behalf) a document
  (a) identifying the resolution to which it relates; and
  (b) indicating the member's agreement to the resolution.

(3) The document
  (a) may be sent to the company in hard copy form or in electronic form; and
  (b) must be authenticated by the member or by someone acting on the member's behalf.

(4) A member's agreement to a written resolution, once signified, may not be revoked.

Section:

557

Agreement signified by eligible members who are joint holders of shares

(1) If
  (a) 2 or more eligible members are joint holders of shares of a company;
  (b) any holder has signified their agreement to a proposed written resolution; and
  (c) if the company has received, before the end of the period mentioned in section 558(1), any objection to the proposed written resolution from any other holder, the holder who has signified the agreement is more senior than the holder who has made the objection, then the other joint holder or holders are to be regarded as having signified their agreement to the proposed written resolution for the purposes of section 556(1).

(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.

Section:

558

Period for agreeing to proposed written resolution

(1) A proposed written resolution lapses if it is not passed before the end of
  (a) the period specified for this purpose in the company's articles; or
  (b) if none is specified, the period of 28 days beginning on the circulation date.

(2) The agreement of a member to a proposed written resolution is ineffective if signified after the end of that period.

Section:

559

Company’s duty to notify members and auditor that written resolution has been passed

(1) If a resolution of a company is passed as a written resolution, the company must, within 15 days after the resolution is passed, send a notice of this fact to
  (a) every member of the company; and
  (b) the auditor of the company (if more than one auditor, to everyone of them).

(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.

Section:

560

Sending document relating to written resolution by electronic means

If a company has given an electronic address in any document containing or accompanying a proposed written resolution, it is to be regarded as having agreed that any document or information relating to that resolution may be sent by electronic means to that address (subject to any conditions or limitations specified in the document).

Section:

561

Relationship between this Subdivision and provisions of company’s articles

(1) A provision of a company's articles is void in so far as it would have the effect that a resolution that is required by or otherwise provided for in an Ordinance could not be proposed and passed as a written resolution.

(2) Nothing in this Subdivision affects any provision of a company's articles authorizing the company to pass a
resolution without a meeting, otherwise than in accordance with this Subdivision.

(3) Subsection (2) applies only if the resolution has been agreed to by all the members of the company who are
entitled to vote on the resolution.

Subdivision:3

Resolutions at Meetings

Section:

562

General provisions

(1) A resolution of a company is validly passed at a general meeting if
  (a) notice of the meeting and of the resolution is given;
  (b) the meeting is held and conducted; and
  (c) the resolution is passed,
in accordance with this Subdivision and Subdivisions 4, 5, 6, 7, 8 and 9 (and, if relevant, Subdivision 10) and the company's articles.

(2) For the purposes of subsection (1), if there is any inconsistency between a provision of a Subdivision referred to in that subsection, and a provision of the company's articles, unless otherwise provided in or in respect of that Subdivision, the provision of that Subdivision prevails over the provision of the articles to the extent of the inconsistency.

(3) If a provision of any Ordinance
  (a) requires or otherwise provides for a resolution of a company, or of the members (or of a class of members) of a company; and
  (b) does not specify what kind of resolution is required,
what is required is an ordinary resolution unless the company ' s articles require a higher majority (or unanimity).

Section:

563

Ordinary resolution

(1) An ordinary resolution of the members (or of a class of members) of a company means a resolution that is passed by a simple majority.

(2) A resolution passed at a general meeting on a show of hands is passed by a simple majority if it is passed by a simple majority of the total of the following
  (a) the number of the members who (being entitled to do so) vote in person on the resolution;
  (b) the number of the persons who vote on the resolution as duly appointed proxies of members entitled to vote on it.

(3) A resolution passed on a poll taken at a general meeting is passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of all the members who (being entitled to do so) vote in person or by proxy on the resolution.

(4) Anything that may be done by an ordinary resolution may also be done by a special resolution.

Section:

564

Special resolution

(1) A special resolution of the members (or of a class of members) of a company means a resolution that is passed by a majority of at least 75%.

(2) A resolution passed at a general meeting on a show of hands is passed by a majority of at least 75% if it is passed by at least 75% of the total of the following
  (a) the number of the members who (being entitled to do so) vote in person on the resolution;
  (b) the number of the persons who vote on the resolution as duly appointed proxies of members entitled to vote on it.

(3) A resolution passed on a poll taken at a general meeting is passed by a majority of at least 75% if it is passed by members representing at least 75% of the total voting rights of all the members who (being entitled to do so) vote in person or by proxy on the resolution.

(4) If a resolution is passed at a general meeting
  (a) the resolution is not a special resolution unless the notice of the meeting included the text of the resolution and specified the intention to propose the resolution as a special resolution; and
  (b) if the notice of the meeting so specified, the resolution may only be passed as a special resolution.

(5) A reference to an extraordinary resolution of a company or of a meeting of any class of members of a company—
  (a) contained in any Ordinance that was enacted or document that existed before 31 August 1984; and
  (b) deemed, in relation to a resolution passed or to be passed on or after that date, to be a special resolution of the company or meeting under section 116(5) of the predecessor Ordinance,
continues to be deemed to be such a special resolution of the company or meeting.

Subdivision:4

Calling Meetings

Section:

565

Directors’ power to call general meeting

The directors of a company may call a general meeting of the company.

Section:

566

Members’ power to request directors to call general meeting

(1) The members of a company may request the directors to call a general meeting of the company.

(2) The directors are required to call a general meeting if the company has received requests to do so from members of the company representing at least 5% of the total voting rights of all the members having a right to vote at general meetings.

(3) A request
  (a) must state the general nature of the business to be dealt with at the meeting; and
  (b) may include the text of a resolution that may properly be moved and is intended to be moved at the meeting.

(4) Requests may consist of several documents in like form.

(5) A request
  (a) may be sent to the company in hard copy form or in electronic form; and
  (b) must be authenticated by the person or persons making it.

Section:

567

Directors’ duty to call general meeting requested by members

(1) Directors required under section 566 to call a general meeting must call a meeting within 21 days after the date on which they become subject to the requirement.

(2) A meeting called under subsection (1) must be held on a date not more than 28 days after the date of the notice convening the meeting.

(3) If the requests received by the company identify a resolution that may properly be moved and is intended to be moved at the meeting, the notice of the meeting must include notice of the resolution.

(4) The business that may be dealt with at the meeting includes a resolution of which notice has been included in the notice of meeting in accordance with subsection (3).

(5) If the resolution is to be proposed as a special resolution, the directors are to be regarded as not having duly called the meeting unless the notice of the meeting includes the text of the resolution and specifies the intention to propose the resolution as a special resolution.

Section:

568

Members’ power to call general meeting at company’s expense

(1) If the directors
  (a) are required under section 566 to call a general meeting; and
  (b) do not do so in accordance with section 567, representing more than one half of the total voting rights of all of them, may themselves call a general meeting.

(2) If the requests received by the company identify a resolution that may properly be moved and is intended to be moved at the meeting, the notice of the meeting must include notice of the resolution.

(3) The meeting must be called for a date not more than 3 months after the date on which the directors become subject to the requirement to call a meeting.

(4) The meeting must be called in the same manner, as nearly as possible, as that in which that meeting is required to be called by the directors of the company.

(5) The business that may be dealt with at the meeting includes a resolution of which notice has been included in the notice of meeting in accordance with subsection (2).

(6) Any reasonable expenses incurred by the members requesting the meeting by reason of the failure of the directors duly to call a meeting must be reimbursed by the company.

(7) Any sum so reimbursed must be retained by the company out of any sum due or to become due from the company by way of fees or other remuneration in respect of the services of the directors who were in default.

Section:

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.

Section:

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.

Subdivision:5

Notice of Meetings

Section:

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.

Section:

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).

Section:

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 place, date and time of the meeting; and
  (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.

Section:

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.

Section:

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 everyone of them) at the same time as the notice or the other document is given to the member.

(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.

Section:

576

Contents of notice of general meeting

(1) A company must ensure that a notice of a general meeting of the company
  (a) specifies the date and time of the meeting;
  (b) specifies the place of the meeting (and if the meeting is to be held in 2 or more places, the principal place of the meeting and the other place or places of the meeting);
  (c) states the general nature of the business to be dealt with at the meeting;
  (d) in the case of a notice calling an annual general meeting, states that the meeting is an annual general meeting; and
  (e) if a resolution is intended to be moved at the meeting
    (i) includes notice of the resolution; and
    (ii) (where the company is not a wholly owned subsidiary) includes or is accompanied by a statement containing the information and explanation, if any, that is reasonably necessary to indicate the purpose of the resolution.

(2) Subsection (1)(a), (b) and (c) has effect subject to any provision of the company's articles.

(3) Subsection (1)(e) does not apply in relation to a resolution of which
  (a) notice has been included in the notice of meeting under section 567(3) or 568(2); or
  (b) notice has been given under section 615.

(4) If a company contravenes subsection (1)(e), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.

(5) The validity of a resolution, if passed at a general meeting of a company, is not affected by a contravention of subsection (1)(e).

(6) Subsection (5) does not affect any common law rules or equitable principles, or the provisions of any other Ordinance, as regards the validity of a resolution.

(7) In subsection (1)(e)
wholly owned subsidiary(全資附屬公司) has the meaning given by section 357(3).

Section:

577

Explanation of improving director’s emoluments to be set out in notice of general meeting

(1) A company must not at a general meeting amend its articles so as to provide emoluments or improved emoluments for a director of the company in respect of the office as director unless
  (a) there is set out in the notice calling the meeting or in a document attached to the notice an adequate explanation of the provision; and
  (b) the provision is approved by a resolution not relating also to other matters.

(2) In this section
emoluments(薪酬) includes
  (a) fees and percentages;
  (b) any sums paid by way of expenses allowance;
  (c) any contribution paid in respect of the director under any pension scheme; and
  (d) any benefits received by the director otherwise than in cash in respect of the director's services as director.

Section:

578

Resolution requiring special notice

(1) If by any provision of this Ordinance special notice is required to be given of a resolution, the resolution is not effective unless notice of the intention to move it has been given to the company at least 28 days before the meeting at which it is moved.

(2) The company must, if practicable, give its members notice of the resolution at the same time and in the same manner as it gives notice of the meeting.

(3) If that is not practicable, the company must give its members notice of the resolution at least 14 days before the meeting
  (a) by advertisement in a newspaper circulating generally in Hong Kong; or
  (b) in any other manner allowed by the company's articles.

(4) If, after notice of the intention to move the resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been given, the notice is to be regarded as having been properly given, though not given within the time required.

Section:

579

Accidental omission to give notice of meeting or resolution

(1) If a company gives notice of
  (a) a general meeting; or
  (b) a resolution intended to be moved at a general meeting,
any accidental omission to give notice to, or any nonreceipt of notice by, any person entitled to receive notice must be disregarded for the purpose of determining whether notice of the meeting or resolution is duly given.

(2) Except in relation to notice given under section 567, 568 or 616, subsection (1) has effect subject to any provision of the company's articles.

Subdivision:6

Members’ Statements

Section:

580

Members’ power to request circulation of statement

(1) A member of a company may request the company to circulate, to members of the company entitled to receive notice of a general meeting, a statement of not more than 1000 words with respect to
  (a) a matter mentioned in a proposed resolution to be dealt with at that meeting; or
  (b) other business to be dealt with at that meeting.

(2) However, each member may only request the company to circulate
  (a) one such statement with respect to the resolution mentioned in subsection (1)(a); and
  (b) one such statement with respect to the other business mentioned in subsection (1)(b). (3) A company is required to circulate the statement if it has received requests to do so from
  (a) members representing at least 2.5% of the total voting rights of all the members who have a relevant right to vote; or
  (b) at least 50 members who have a relevant right to vote.

(4) In subsection (3)
relevant right to vote(相關表決權利) means
  (a) in relation to a statement with respect to a matter mentioned in a proposed resolution, a right to vote on that resolution at the meeting to which the requests relate; and
  (b) in relation to any other statement, a right to vote at the meeting to which the requests relate.

(5) A request under subsection (3)
  (a) may be sent to the company in hard copy form or in electronic form;
  (b) must identify the statement to be circulated;
  (c) must be authenticated by the person or persons making it; and
  (d) must be received by the company at least 7 days before the meeting to which it relates.

Section:

581

Company’s duty to circulate members’ statement

(1) A company that is required under section 580 to circulate a statement must send a copy of it to each member of the company entitled to receive notice of the 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) Subsection (1) has effect subject to sections 582(2) and 583.

(3) 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.

Section:

582

Expenses of circulating members’ statement

(1) The expenses of the company in complying with section 581 need not be paid by the members who requested the circulation of the statement if
  (a) the meeting to which the requests relate is an annual general meeting of the company; and
  (b) requests sufficient to require the company to circulate the statement are received in time to enable the company to send a copy of the statement at the same time as it gives notice of the meeting.

(2) Otherwise
  (a) the expenses of the company in complying with section 581 must be paid by the members who requested the circulation of the statement unless the company resolves otherwise; and
  (b) unless the company has previously so resolved, it is not bound to comply with that section unless there is deposited with or tendered to it, not later than 7 days before the meeting, a sum reasonably sufficient to meet its expenses in doing so.

Section:

583

Application not to circulate members’ statement

(1) A company is not required to circulate a statement under section 581 if, on an application by the company or another person who claims to be aggrieved, the Court is satisfied that the rights given by section 580 are
  (a) being abused; or
  (b) being used to secure needless publicity for defamatory matter.

(2) The Court may order the members who requested the circulation of the statement to pay the whole or part of the company's costs on an application under subsection (1), even if they are not parties to the application.

Subdivision:7

Procedure at Meetings

Section:

584

Meeting at 2 or more places

(1) A company may hold a general meeting at 2 or more places using any technology that enables the members of the company who are not together at the same place to listen, speak and vote at the meeting.

(2) Subsection (1) has effect subject to any provision of the company's articles.

Section:

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.

(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.

Section:

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.

Section:

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.

Subdivision:8

Voting at Meetings

Section:

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 held by that member; and
  (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.

Section:

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.

Section:

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).

Section:

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.

Section:

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.

Section:

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.

Section:

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.

Section:

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.

Subdivision:9

Proxies and Corporate Representatives

Section:

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.

Section:

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.

Section:

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.

Section:

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.

Section:

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.

1-100 101-200 201-300 301-400 401-500 501-600 601-700 701-800 801-900 901-921 Schedule