A General Meeting Resolution is a crucial corporate document used to record and formalize decisions made by shareholders at general meetings in Hong Kong. This document is required whenever companies need to make significant decisions that require shareholder approval, such as changes to the company's constitution, major transactions, or appointment of directors. It must comply with the Hong Kong Companies Ordinance (Cap. 622) and, for listed companies, the Hong Kong Listing Rules. The resolution can be either ordinary (requiring over 50% approval) or special (requiring at least 75% approval), depending on the nature of the decision. The document serves as legal evidence of corporate decisions and forms part of the company's official records.
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1. Company Identification: Full legal name of the company, company registration number, and registered office address
2. Meeting Details: Date, time, location of the meeting, and type of meeting (AGM/EGM)
3. Attendance and Quorum: Record of members present and confirmation that quorum requirements were met
4. Resolution Type: Specification of whether the resolution is ordinary (>50%) or special (>75%)
5. Resolution Text: Clear statement of the resolution(s) being passed, numbered if multiple
6. Voting Results: Record of votes for, against, and abstentions
7. Certification: Signature of the chairperson or company secretary certifying the resolution
1. Proxy Details: Include when proxies are present at the meeting, listing proxy appointments and voting instructions
2. Declarations of Interest: Required when directors or members have interests in the matter being resolved
3. Preliminary Matters: Include when there are procedural matters or previous resolutions that need to be referenced
4. Notice Compliance: Include when there are specific notice requirements to be documented, particularly for special resolutions
5. Virtual Meeting Provisions: Include for meetings held virtually or hybrid meetings, detailing the electronic means used
1. Attendance Register: Detailed list of all attendees, including members, proxies, and observers
2. Voting Record: Detailed breakdown of votes cast, particularly important for complex or contentious resolutions
3. Supporting Documents: Any relevant documents referenced in the resolution (e.g., agreements, plans, or proposals being approved)
4. Notice of Meeting: Copy of the notice sent to members calling the meeting
5. Technical Information: Any technical details or specifications relevant to the resolution (e.g., share capital changes, property details)
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