Extraordinary General Meeting Notice (Hong Kong)

Extraordinary General Meeting Notice in Hong Kong is the formal written instrument convening a special meeting of company shareholders outside the regular annual general meeting cycle, governed by the Companies Ordinance (Cap. 622) administered by the Companies Registry. An EGM is called to address urgent or significant corporate matters requiring shareholder approval — including major acquisitions, constitutional amendments by special resolution, director removals, and approvals for winding-up — that cannot be deferred until the next AGM.

Companies Ordinance (Cap. 622), which replaced the predecessor Companies Ordinance (Cap. 32) on 3 March 2014, contains the primary statutory framework for EGM procedure in Hong Kong. Division 1 of Part 12 of Cap. 622 governs the calling of general meetings. Section 566 empowers the board of directors to call a general meeting at any time. Section 567 provides the shareholder requisition right: members holding not less than 5% of the total voting rights of all members entitled to vote at a general meeting may requisition the board in writing to call an EGM. The board must call the meeting within 21 days of receipt of the requisition, and the meeting must be held within 28 days of the notice. If the board fails to call the meeting within 21 days, the requisitioning members may call the meeting themselves within three months of depositing the requisition, with costs reimbursable by the company.

Notice requirements under Cap. 622 are strictly defined. Section 578 requires at least 14 clear days' written notice for an EGM where only ordinary resolutions are to be proposed. Where a special resolution is to be proposed — requiring at least 75% of votes cast — at least 21 clear days' notice is required under section 584. The notice period may be shortened if a majority in number of members together holding at least 95% of voting shares agree to shorter notice. The notice must state the date, time, place, and the general nature of the business to be transacted.

Hong Kong's Companies Registry enforces Cap. 622 compliance and requires that certain resolutions — including special resolutions amending the articles of association — be filed with the Registry within 15 days of being passed. The Court of First Instance has jurisdiction to order meetings in cases where the company cannot hold a meeting in the ordinary way under section 570 of Cap. 622.

Electronic and hybrid EGMs are expressly recognised under Cap. 622 and most modern articles of association, allowing companies in Hong Kong's international business community to convene meetings combining physical attendance and video conferencing. Related corporate documents that work alongside an EGM Notice include Board Resolutions authorising the meeting, Proxy Forms enabling absent shareholders to vote, and Minutes of Meeting recording the outcomes. Forms-legal.com provides a professionally drafted EGM Notice template compliant with the Companies Ordinance (Cap. 622) requirements for Hong Kong private and public companies.

Extraordinary General Meeting Notice in Hong Kong is needed whenever the board of directors, or shareholders exercising their requisition right under section 567 of the Companies Ordinance (Cap. 622), require shareholder approval for a matter that cannot await the next annual general meeting.

When the company is undertaking a major acquisition or disposal that requires shareholder approval under the company's articles of association — or, for listed companies, under the Listing Rules administered by Hong Kong Exchanges and Clearing Limited (HKEX) — an EGM Notice must be issued to convene a meeting of shareholders to vote on the transaction. Listed companies face additional requirements under the HKEX Listing Rules for transactions classified as major, very substantial, or connected transactions.

When shareholders wish to remove a director under section 462 of Cap. 622 — which permits the removal of a director by ordinary resolution notwithstanding anything in the company's articles or any agreement between the company and the director — a shareholder requisition for an EGM must be lodged, triggering the board's obligation to call the meeting within 21 days under section 567.

When the company needs to pass a special resolution under Cap. 622 — including to amend the articles of association under section 89, to change the company's name under section 107, to reduce share capital under section 215, or to commence a members' voluntary winding-up under section 228 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) — an EGM Notice with at least 21 clear days must be issued.

When the company needs to authorise a new allotment of shares under section 140 of Cap. 622 — including for a fundraising round requiring shareholders' approval — an EGM Notice is required unless the board already holds standing authority under a shareholder mandate adopted at the AGM.

When minority shareholders holding at least 5% of voting rights have concerns about management conduct, related party transactions, or suspected breaches of fiduciary duty, they may requisition an EGM to table resolutions or to compel the board to provide information and accountability.

When the company is undertaking a scheme of arrangement under section 670 of Cap. 622 — including a merger, demerger, or restructuring — the Court of First Instance may order meetings of shareholders and creditors, and the scheme document must include the EGM notice materials.

Extraordinary General Meeting Notice in Hong Kong must contain the following key elements to comply with the Companies Ordinance (Cap. 622) and confirm the validity of any resolutions passed at the meeting.

Company Identification: State the company's full registered name as it appears in the Companies Registry, the Companies Registry registration number, and the registered office address in Hong Kong. For listed companies, include the HKEX stock code. Correct identification is essential for the notice to be validly addressed to all members on the register.

Date, Time, and Venue: Specify the date, time, and physical venue of the EGM — including the full address of the meeting room. For hybrid or virtual meetings permitted under the articles of association, state the electronic platform to be used, provide access credentials or instructions, and explain how members may participate, ask questions, and vote electronically. The venue where the chairperson presides is the principal meeting place for the purposes of Cap. 622.

Notice Period Confirmation: Confirm compliance with the minimum statutory notice period — at least 14 clear days for ordinary resolutions under section 578 of Cap. 622, and at least 21 clear days for special resolutions under section 584. The notice period runs from the date of deemed service on members, not the date of dispatch. The notice period may be shortened with the written consent of members holding 95% of voting shares.

Business Agenda: Set out a numbered agenda of all business items to be transacted at the EGM. The agenda must be specific enough to inform shareholders of the nature of the business — a general statement that other business may be transacted at an EGM is not effective for items requiring advance notice. Special business items, defined as any matter other than routine AGM business, require explicit description.

Text of Resolutions: Include the full verbatim text of each resolution to be proposed, specifying whether it is an ordinary resolution (simple majority of votes cast) or a special resolution (at least 75% of votes cast) under sections 564 and 584 of Cap. 622. For amendments to the articles of association, annexe the proposed amended text to the notice.

Proxy Rights and Proxy Form: Inform shareholders of their right to appoint a proxy under section 596 of Cap. 622, and state the deadline for submitting proxy forms — typically not less than 48 hours before the time appointed for the meeting. Enclose a proxy form enabling members to appoint a named person or the chairperson of the meeting as proxy and to direct the proxy's vote on each resolution.

Quorum Requirements: State the quorum requirement for the EGM as specified in the company's articles of association — commonly two members present in person or by proxy for private companies, or a higher number or percentage for public companies. A meeting without a quorum cannot validly transact business under Cap. 622.

Authorisation and Signature: The notice must be signed by a director or the company secretary by order of the board of directors, with the date of the notice stated. For companies where the EGM is called by requisitioning shareholders rather than the board, the notice must be signed by a majority of the requisitioning members and comply with the requirements of section 567 of Cap. 622.

Supporting Explanatory Statement: For complex transactions such as schemes of arrangement, major acquisitions, or matters requiring independent financial advice, include a supporting explanatory statement providing members with the information they need to make an informed voting decision. For listed companies, the HKEX Listing Rules prescribe the content of the circular accompanying the EGM notice. Forms-legal.com provides a complete EGM Notice template covering all statutory requirements under the Companies Ordinance (Cap. 622).