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I: · � :Handa (Bangladesh) Garments Co., Ltd
Ref: Date: 23/02/2026
Minutes of the Extra-ordinary General Meeting.
Minutes of the Extraordinary General Meeting of the Shareholders of HANOA
(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
23/02/2026 at 11-00 A.M.
The following Members were present. Signature
01. HENG ZELi
Nominee of HANOA INDUSTRIES LIMITED Sd/-
02. Han Chun Sd/-
The meeting presided over by HENG ZELi Nominee of HANOA 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:-
01. Resolved that clause No. 21 of the Articles of Association be and is hereby
Amended to read as follows: -
21. 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.
02. Resolved that clause No. 22 of the Article:, of Association be and is hereby
Amended to read as follows: -
22. There shall be a Managing Director of the C,rnpany 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 c.f section 96 of the
Companies Act, 1994 relating to Director's meeting the Chairman, Director, the
Managing Director or the Board of Directors may at any time convene fl meeting of
directors.