Guide to Annual General Meeting of Hong Kong …

1 hong kong companies Annual General Meeting (AGM) Requirements under the companies Ordinance This article summarizes the requirement of hong kong companies to hold Annual General Meeting (or AGM) under hong kong law more specifically, section 111 of the companies Ordinance (Chapter 32, Laws of hong kong ). This requirement applies to companies that are incorporated in hong kong (whether listed companies or private companies ) or companies that are non- hong kong companies ( , companies incorporated in Cayman Islands) but registered under Part XI of the companies Ordinance. Section 111 of the companies Ordinance (Chapter 32, Laws of hong kong ) Under the companies Ordinance, the General rule is that every company has to hold a General Meeting as its Annual General Meeting every year, and not more than 15 months shall elapse between the date of one Annual General Meeting of the company and the next.

2 Any other shareholders Meeting are normally called Extraordinary General Meeting (or EGM). However, if the company holds its first Annual General Meeting within 18 months of its incorporation, then it need not hold it in the year of its incorporation or in the following year. For example, if a company is incorporated on 28 December 2012, it does not need to hold an AGM on or before 31 December 2012. It s got 18 months time from 28 December 2012 to hold its first AGM. In other words, the company can hold its first AGM on or before 28 June 2014. Kaizen Certified Public Accountants Limited 21/F., Futura Plaza, 111 How Ming Street Kwun Tong, hong kong Tel: +852 23411444 Fax: +852 23411414 Email: Shenzhen Office, China Room 2508, Shenhua Comm.

3 Bldg., 2018 Jiabin Road, Luohu District, Shenzhen Tel: +86 755 8268 4480 Fax: +86 755 8268 4481 Shanghai Office, China Room 603, Tower B, Guangqi Culture Plaza, 2899A Xietu Road, Xuhui District, Shanghai Tel: +86 21 6439 4114 Fax: +86 21 6439 4414 Beijing Office, China Room 408A, Interchina Commercial Building, Dengshikou Street, Dongcheng District, Beijing Tel: +86 10 6210 1890 Fax: +86 10 6210 1861 Singapore Office 9 Penang Road #07-15 Park Mall Singapore 238459 Tel: +65 6883 1061 Fax: +65 68831024 hong kong companies Annual General Meeting (AGM) Requirements under CO Kaizen Corporate Services Limited 2 A company is not required to hold an Annual General Meeting if everything that is required or intended to be done at the Meeting is done by a resolution or resolutions signed by or on behalf of all the members of the company who at the date of the resolution would be entitled to attend and vote at such Meeting and a copy of each document (including any accounts or records) is provided to each member of the company.

4 For example, if the company has only one shareholder, there is no Meeting to be held! Instead, what the company needs to do is to have the shareholder signed a resolution. If the company has three shareholders and it s not possible for them to have a Meeting together, then it s fine not to have a Meeting if they all sign a resolution to approve what they would have approved if they all had a Meeting . hong kong listed companies , in addition to the requirements under the companies Ordinance, are subject to additional rules regarding AGM under the hong kong Listing Rules.