HANDA
Ref:
1.
Handa(Bangladesh) Garments Co., Ltd
2.
Notice is hereby given that an Extra-ordinary General Meeting of HANDA
(BANGLADESH) GARMENTS Co., LTD. shall be held at its Register office FACTORY :
Plot-410-431, BEPZA Economic Zone, Mirsarai, Chattogram, Office : Concord Modhumati
Plaza, P-11 (F-10th), R-11, Block-G, Banani, Dhaka of the company on 23/02/2026 at
11.00 A.M. to transact the following agenda.
NOTICE OF EXTRA-ORDINARY GENERAL MEETING.
Dated : 01/02/2026
AGENDA
Amendment of clause 21, 22 of Articles of Association of the Company.
3. Miscellaneous, if any.
Adoption of New Printed Memorandum and Articles of Association of the Company.
All the Shareholders of the Company are hereby requested to attend the meeting
punctually.
By order of the Board of
Director
Har: Chun
Managing Director
Dhaka Office: Concord Modhumoti Plaza, Level-10, Plot # 11, Road#11, Biock# G, Banani, Dhaka, Phone: +8801329728710
Factory Office: Plot# 410 - 431, BEPZA EZ 02, BEPZA Economic Zone, Mirsharai, Chattogram, Bangladesh. Phone: +88019014509
Website: www.handagroup.com
H Handa (Bangladesh) Garments Co., Ltd
HANDA:
Ref:
Minutes of the Extraordinary General Meeting of the Shareholders of HANDA
(BANGLADESH) GARMENTS Co., LTD. held in the registered office FACTORY : Plot
410-431, BEPZA Economic Zone, Mirsarai, Chattogram, Office : Concord Modhumati
Plaza, P-11 (F-10th), R-11, Block-G, Banani, Dhaka of the Company on the
23/02/20 26 at 11-00 A.M.
The following Members were present.
01.
02.
01.
21.
02.
HENG ZELI
22.
Minutes of the Extra-ordinary General Meeting.
Date: 23/02/ 2026
Nominee of HANDA INDUSTRIES LIMITED
Han Chun
The mneeting presided over by HENG ZELI Nominee of HANDA INDUSTRIES
LIMITED Chairman of the Company as meeting Chairman. The notice convening the
meeting was readout by the Managing Director Member present discussed the proposed
Amendment of clause 21, 22 of Articles of Association of the Company. and after
details discussion the Members agreed to the proposed amendment and unanimously
passed the following resolutions as Special Resolutions:
Signature
sd/
Sd/
Resolved that clause No. 21 of the Articies of Association be and is hereby
Amended to read as follows:
The qualification of a director shall be holding in his/her own name at least 500
(Five Hundred) ordinary share of Tk. 100/= each in the Company and this
qualification shall be acquired within two months from his/her election as such.
Each director shall be entitled to receive such fees for meeting attended by him
as may be determined by Board of Directors and in addition shall be reimbursed
for his reasonable traveling and hotel expenses incurred in attending meetings of
the Board of Directors or attending meetings of the Company or whilst otherwise
employed in the business of the Company.
The Company may from time to time appoint one or more Paid Managing
Director(s), whether a shareholder of the Cornpany or not, for such term, at such
remuneration and upon such terms and conditions as the Board of Directors may
think fit. The Paid Managing Director shall not be required to hold any
qualification shares in the Company.
Resolved that clause No. 22 of the Article of Association be and is hereby
Amended to read as follows: -
There shall be a Managing Director of the Cormpany to be appointed by the Board
of Directors of the Company but has no share hold. He/She shall hold
respective office as per decision of the Board to that effect and the provisions of
section 110 of the Companies Act. Subject to provision ef section 96 of the
Companies Act, 1994 relating to Director's meeting the Chairnman, Director, the
Managing Director or the Board of Directors may at any time convene a meeting of
directors.
Ref:
01.
02.
Minutes of the Extraordinary General Meeting of the Shareholders of HANDA
(BANGLADESH) GARMENTS co., LTD. held in the registered office FACTORY : Plot
410-431, BEPZA Economic Zone, Mirsarai, Chattogram, Office : Concord Modhumati
Plaza, p.11 (F-1oth), R-11, Block-G, Banani, Dhaka of the Company on the
23/02/ 20 26 at 11-00 A.M.
01.
H Handa (Bangladesh) Garments Co., Ltd
21.
02.
22.
The following Members were present.
HENG ZELI
Minutes of the Extra-ordinary General Meeting.
Date: 23/02/ 2026
Nominee of HANDA INDUSTRIES LIMITED
Han Chun
The mneeting presided over by HENG ZELI Nominee of HANDA INDUSTRIES
Signature
LIMITED Chairman of the Company as meeting Chairman. The notice convening the meeting was readout by the Managing Director Member present discussed the proposed
Amendment of clause 21, 22 of Articles of Association of the Company. and after
details discussion the Members agreed to the proposed amendment and unanimously
passed the foliowing resolutions as Special Resolutions: -
Sd/
Sd/
Resotved that clause No. 21 of the Articies of Association be and is hereby
Amended to read as foliows:
The qualification of a director shall be holding in his/her own name at least 500
(Five Hundred) ordinary share of Tk. 100/ each in the Company and this
qualification shall be acquired within two months from his/her election as such.
Each director shall be entitled to receive such fees for meeting attended by him
as may be determined by Board of Directors and in addition shall be reimbursed
for his reasonable traveling and hotel expenses incurred in attending meetings of
the Board of Directors or attending meetings of the Company or whilst otherwise
employed in the business of the Company.
The Company may from time to time appoint one or more Paid Managing
Director(s), whether a shareholder of the Cornpany or not, for such term, at such
remuneration and upon such terms and conditions as the Board of Directors may
think fit. The Paid Managing Director shall not be required to hold any
qualification shares in the Company.
Resolved that clause No. 22 of the Articles of Association be and is hereby
Amended to read as follows: -
There shall be a Managing Director of the Cɔipany to be appointed by the Board
of Directors of the Company but. has no share hold. He/She shall hold
respective office as per decision of the Board to that effect and the provisions of
section 110 of the Companies Act. Subject to provision f section 96 of the
Companies Act, 1994 relating to Director's meeting the Chairnnan, Director, the
Managing Director or the Board of Directors may at any time convene a meeting of
directors.
H Handa (Bangladesh) Garments Co., Ltd
HANDA
03. Resolved that in view of the foregoing amendments in Articles of Association of
the Company a new Articles of Association has been adopted in exclusion of the
existing Articles of the Company. A copy of the said newly adopted Memorandum
of Association and Articles of ASSociation in Annexure-1 be filed with the Registrar
of Joint Stock Companies & Firms, Dhaka, Bangladesh.
There being no other agenda the meeting ended with vote of thanks to the chair.
Certified to be true copy
Managing Director
Sd/
(HENG ZELI Nominee df HANDA
INDUSTRIES LIMITED)
Chairman
Dhaka Office: Concord Modhumoti Plaza, Level-10, Plot # 11, Road#11, Block# G, Banani, Dhaka, Phone: +8801329728710 Factory Office: Plot# 410- 431, BEPZA EZ 02, BEPZA Economic Zone, Mirsharai, Chattogram, Bangladesh. Phone: +8801901450951 Website: www.handagroup.com