HKSI Paper 1 Hong Kong law and the Companies Ordinance question: articles of Ma On Shan Holdings Ltd

HKSI Paper 1Hong Kong law and the Companies Ordinance

The articles of Ma On Shan Holdings Ltd say every notice of a general meeting must state a physical venue, and nothing else about where meetings are held. The board wants its AGM at a hotel, with an online platform letting members listen, speak and vote. Is this allowed?

A Yes; a clause requiring the notice to name a venue does not by itself confine meetings to a physical venue
B No; only listed companies may hold hybrid general meetings, and then only with the Registrar's consent
C No; the articles must first be altered by special resolution before any virtual meeting technology is used
D Yes, but members attending online are not regarded as present, so they cannot count towards the quorum

Show the answer and explanation

Answer: A. Yes; a clause requiring the notice to name a venue does not by itself confine meetings to a physical venue

Since 28 April 2023, s.583A of Cap. 622 lets a company hold a general meeting at a physical venue, by virtual meeting technology, or both, subject to its articles. Virtual technology is unavailable only if the articles expressly preclude it or require meetings to be held only at a physical venue, and s.583A(3)(b) says a clause requiring the notice to specify a physical venue is not in itself such a requirement. So no alteration of the articles is needed. Section 585(4A) regards members attending by the technology specified in the notice as present for the quorum. The power applies to listed and unlisted companies alike, with no Registrar's consent. Source: Companies Ordinance (Cap. 622) ss.583A, 585(4A) (Companies (Amendment) Ordinance 2023, in force 28 April 2023) (as at October 2026).

Common mistake

Candidates read an article requiring the notice to state a venue as a ban on online attendance; s.583A(3)(b) says it is not.

Practise more Paper 1 Hong Kong law and the Companies Ordinance questions

Exam-style questions with worked answers, then full timed mocks. Free to start.

Start practising →

Study note: Hong Kong law and the Companies Ordinance HKSI Paper 1 practice questions & mock exams

Related HKSI Paper 1 questions

Lok Fu Industries Ltd, an unlisted company, has an article allowing documents to be sent to members by website. On 2 March it individually asks Mr Tam to agree to website delivery, clearly stating the effect of not replying. He never replies. When may he be treated as having agreed?Wing On Trading Ltd, a Hong Kong private company with no shares listed anywhere, buys back 50,000 of its own shares out of distributable profits in October 2026. Under Cap. 622, what happens to those shares?Silverstrand Holdings Ltd, a BVI company, receives a certificate of re-domiciliation from the Hong Kong Registrar. It has a HK$50 million bank loan and is defending a lawsuit in the Court of First Instance. What happens to the loan and the lawsuit?

Build a daily practice habit — a few exam-style questions a day, with worked answers. Free to start.

Start practising →

Original study material mapped to the public HKSI Paper 1 syllabus. Unofficial, not endorsed by HKSI Institute or the SFC. Verify figures and rules against current guidance before relying on them.