The recent decision in Oriental Textile Products Limited v Asia Television Holdings Limited [2025] HKCFI 5387 addresses important corporate governance questions for listed companies: what does it mean for a board to “proceed to convene” a requisitioned extraordinary general meeting, and when can a chairman validly adjourn such a meeting?
The case arose from a shareholder’s requisition to remove certain directors of Asia Television Holdings Limited, a company listed on the Hong Kong Stock Exchange. The board approved a public announcement stating an EGM would be held on a specified date, but did not specify the time or venue. The shareholder then convened its own meeting relying on the right to convene its own requisitioned meeting under the company’s articles in the case when the board of the company failed to “proceed to convene” the requisitioned EGM. The board opined that the shareholder did not have a right to convene EGM and held another EGM on the requisition, which was adjourned. The Court had to determine which meeting was valid.
Key Takeaways
- The Court held that “proceed to convene” under the articles requires the board to manifest its intention to call a meeting with all essential details—date, time, and venue—specified. An announcement specifying only the date was insufficient (§§37-55).
- This interpretation balances shareholder protection with commercial efficacy. Requiring complete details prevents boards from delaying indefinitely whilst still allowing requisitionists to know whether they must act (§§51-54).
- The Court also addressed the validity of meeting adjournments. An adjournment to an unspecified date could breach the articles, as it effectively deprives members of the opportunity to vote on resolutions. Even when adjourning pending resolution of court proceedings, a specific date, time and place must be specified (§§58-62).
- The decision underscores that directors’ compliance with constitutional documents will be placed under close scrutiny, particularly in contested corporate governance situations. Even in urgent circumstances, procedural requirements must be observed.
The full judgment is available at https://legalref.judiciary.hk/lrs/common/ju/ju_frame.jsp?DIS=174187&currpage=T
William Wong SC, Charlie Liu and Valerie Kwok, instructed by Tsun & Partners, acted for the Plaintiff.
Christopher Chain SC and Alex Yeung, instructed by Jia Yuan Law Offices, acted for the 2nd to 6th Defendants.
