Kader Holdings Company Limited (Kader Holdings) has formalised a comprehensive overhaul of its constitutional framework, adopting a Third Amended and Restated Bye-Laws and an updated Memorandum of Association by special resolution passed at the 26 June 2026 annual general meeting.

Key points from the filing are as follows:

1. Corporate Structure and Capital • The company, incorporated in Bermuda on 18 September 1989 as an exempted company, retains an authorised share capital of HK$100 million, divided into 1 billion ordinary shares of HK$0.10 each. • The minimum subscribed capital is set at HK$100,000. • The new Bye-Laws confirm the Board’s authority to repurchase its own shares—now permitted to be held as treasury shares—and to provide financial assistance for share purchases, subject to Bermuda law and Hong Kong Listing Rules.

2. Governance Enhancements • Annual general meetings must be held within six months after each financial year-end. • General meetings may be conducted physically, as hybrid sessions or fully electronically, with provisions for multiple meeting locations and electronic participation. • Shareholders holding at least 10 per cent of voting capital retain the right to requisition a special general meeting. • One-third of directors (excluding the executive chairman and managing director) must retire by rotation at every annual general meeting; retiring directors are eligible for re-election.

3. Shareholder Rights and Protections • All members are entitled to speak and vote at general meetings unless restricted by the Listing Rules. • Dividends can be distributed in cash, in kind or via scrip; shareholders may elect scrip dividends when offered. • Unclaimed dividends revert to the company after six years. • The Board may capitalise reserves or share premium to issue fully-paid shares, including for employee share schemes.

4. Board Powers and Indemnities • Directors may exercise full borrowing powers, issue debentures and create security over company assets. • The company indemnifies directors, officers and auditors against liabilities incurred in the execution of their duties, barring wilful neglect, fraud or dishonesty.

5. Administrative Provisions • Notices and corporate communications may be delivered electronically, by post, advertisement or publication on designated websites, aligning with Hong Kong Listing Rules. • Statutory books can be inspected for at least two hours during business hours without charge, and the register may be closed for up to 30 days annually.

The updated constitutional documents consolidate prior amendments, align company practices with current Bermuda law and Hong Kong regulatory requirements, and introduce greater flexibility in capital management, meeting formats and electronic communication.