Kader : PROPOSALS FOR GENERAL MANDATES TO BUY BACK SHARES AND ISSUE NEW SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Kader Holdings Company Limited, you should at once hand this circular together with the form of proxy to the purchaser or transferee, or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

開達集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 180)

PROPOSALS FOR GENERAL MANDATES TO BUY BACK SHARES

AND ISSUE NEW SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Kader Holdings Company Limited to be held at 11th Floor, 22 Kai Cheung Road, Kowloon Bay, Kowloon, Hong Kong on Monday, 24 May 2021 at 10:30 a.m., is set out on pages 12 to 15 of this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so desire.

21 April 2021

		CONTENTS
			Page
DEFINITIONS .	. .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
General Mandates to Buy Back Shares and Issue New Shares . . . . . . . . . . . . . . . . . . . .	3
Re-electionof Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Voting by way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I	-	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX II	-	DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED . . . . . .	9
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"AGM"	the annual general meeting of the Company to be held at 11th
	Floor, 22 Kai Cheung Road, Kowloon Bay, Kowloon, Hong Kong
	on Monday, 24 May 2021 at 10:30 a.m. or any adjournment thereof
"Board"	the board of Directors
"Bye-laws"	the bye-laws of the Company
"Company"	Kader Holdings Company Limited, an exempted company
	incorporated in Bermuda with limited liability, the shares of
	which are listed on the Main board of the Stock Exchange
"Directors"	directors of the Company
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China
"Latest Practicable Date"	15 April 2021, being the latest practicable date prior to the printing
	of this circular for ascertaining certain information contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
"Shareholders"	holders of the Shares
"Shares"	shares of HK$0.10 each in the share capital of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Codes on Takeovers and Mergers and Share Buy-backs
"2020 Annual Report"	annual report of the Company for the year ended 31 December
	2020
"%"	per cent

- 1 -

LETTER FROM THE BOARD

開達集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 180)

Directors:	Registered Office:
Executive Directors:	Victoria Place, 5th Floor
Mr. Kenneth Ting Woo-shou,SBS, JP	31 Victoria Street
(Chairman and Managing Director)	Hamilton HM 10
Mrs. Nancy Ting Wang Wan-sun	Bermuda
Mr. Ivan Ting Tien-li
	Principal Place of Business
Non-executive Director:	in Hong Kong:
Mr. Bernie Ting Wai-cheung	22 Kai Cheung Road
	Kowloon Bay
Independent Non-executive Directors:	Kowloon
Mr. Floyd Chan Tsoi-yin	Hong Kong
Mr. Andrew Yao Cho-fai,JP
Mr. Desmond Chum Kwan-yue
Ms. Sabrina Chao Sih-ming
	21 April 2021
To the Shareholders,
Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO BUY BACK SHARES

AND ISSUE NEW SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM relating to, among other things, (i) the granting of general mandates to buy back Shares and issue new Shares to the Directors, and (ii) the details of the retiring Directors to be re-elected at the AGM.

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LETTER FROM THE BOARD

GENERAL MANDATES TO BUY BACK SHARES AND ISSUE NEW SHARES

At the annual general meeting of the Company held on 3 June 2020, ordinary resolutions were passed for the granting of general mandates to the Directors (i) to buy back Shares on the Stock Exchange of up to 10% of the total number of the Shares in issue on 3 June 2020; and (ii) to allot, issue and deal with Shares not exceeding (a) 20% of the total number of the Shares in issue on 3 June 2020, plus (b) the number of any Shares bought back by the Company of up to 10% of the Shares pursuant to the general mandate granted on 3 June 2020.

The aforesaid general mandates will lapse at the conclusion of the AGM (or any adjournment of it), unless renewed at the AGM. The Directors consider that these mandates increase the flexibility in dealing with the Company's affairs and are in the interests of both the Company and the Shareholders as a whole, and that resolutions will be proposed to renew these mandates at the AGM.

It is proposed that a new general mandate will be granted to the Directors at the AGM to buy back Shares up to 10% of the total number of the Shares in issue as at the date of passing of the resolution (the "Share Buy-back Mandate") as set out in the notice of AGM. A resolution as set out in the notice of AGM authorising the extension of the general mandate to the Directors to issue securities of the Company to include the total number of such Shares bought back (if any) under the Share Buy-back Mandate is to be proposed at the AGM. As at the Latest Practicable Date, the issued Shares comprises 950,587,991 shares. Assuming that there is no change in the issued Shares between the period from the Latest Practicable Date to the date of passing of the resolution, the Company would be allowed to buy back a maximum of 95,058,799 Shares as at the date of passing the resolution.

In addition, it is proposed that a new general mandate will be granted to the Directors at the AGM to allot, issue and deal with Shares not exceeding 20% of the total number of the Shares in issue as at the date of passing the resolution granting the general mandate to provide flexibility to the Company to raise funds by issue of Shares efficiently as set out in the notice of AGM. Subject to the passing of the resolution and assuming no further Shares are issued or bought back after the Latest Practicable Date and up to the date of passing such resolution, the Directors are authorised to issue Shares up to a limit of 190,117,598 Shares.

The above two general mandates shall expire at the earliest of:

1. the conclusion of the next annual general meeting of the Company;
2. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law to be held; and
3. the revocation or variation of this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.

In accordance with the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM in relation to the proposed Share Buy-back Mandate which is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

At the AGM, Mrs. Nancy Ting Wang Wan-sun, Mr. Floyd Chan Tsoi-yin and Mr. Andrew Yao Cho- fai will retire by rotation in accordance with Bye-law 109(A) (read in conjunction with Bye-law 189(ix)) of the Bye-laws, and all being eligible, offer themselves for re-election.

Pursuant to the Code Provision A.4.3 of the Corporate Governance Code contained in Appendix 14 of the Listing Rules, if an independent non-executive director serves more than nine years, his further appointment should be subject to a separate resolution to be approved by shareholders. Mr. Floyd Chan Tsoi-yin ("Mr. Chan") and Mr. Andrew Yao Cho-fai ("Mr. Yao") have served as independent non-executive directors of the Company more than nine years. However, they have never been involved with the daily operations and business decisions of the Company. During their years of service with the Company as independent non-executive directors, they have contributed by providing an independent viewpoint, enquiry and advice to the Company. The Company has received from Mr. Chan and Mr. Yao an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Board is satisfied with their independence and believes they are still independent. Taking into consideration their knowledge, experience, capability and various diversity aspects, the Board is of the view that they will continue to contribute to the Board with their respective perspectives, skills and experience. Their re-elections are in the best interests of the Company and its Shareholders and therefore they should be re-elected as independent non-executive directors.

The Board is of the view that the retiring Directors will continue to contribute to the Board with their deep understanding of the businesses of the Group, diversity of skills set and perspectives. The Board also believes that the valuable knowledge and experience of these retiring Directors in the businesses of the Group and their general business acumen continue to generate significant contribution to the Company and the Shareholders as a whole.

Biographical details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

The resolutions in respect of the ordinary business of the re-election of Directors and the special business of the general mandates to buy back Shares and issue new Shares will be proposed to the Shareholders at the AGM. The Notice of the AGM is set out on pages 12 to 15 of this circular. A copy of the 2020 Annual Report is dispatched to the Shareholders together with this circular.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event no later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the AGM or any adjournment thereof if they so wish.

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LETTER FROM THE BOARD

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any votes of the Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As such, the chairman of the AGM will therefore demand a poll for every resolution put to the vote of the AGM pursuant to Bye-law 78 of the Bye-laws. The results of the vote by poll will be announced by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors consider that the proposed resolutions for approval of the granting of the general mandates to buy back Shares and issue new Shares, and to add the total number of Shares that may be bought back to the total number of the Shares that may be allotted pursuant to the general mandate to issue Shares, and the re-election of retiring Directors are each in the best interests of the Company and the Shareholders as a whole, and accordingly, recommend all Shareholders to vote in favour of all the relevant resolutions to be proposed at the AGM.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular. The English text of this circular shall prevail over the Chinese text.

Yours faithfully,

For and on behalf of

KADER HOLDINGS COMPANY LIMITED

Kenneth Ting Woo-shou

Chairman

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APPENDIX I

EXPLANATORY STATEMENT

The following is a summary of more important provisions of the Listing Rules relating to the buy- back of Shares on the Stock Exchange by a company whose primary listing is on the Stock Exchange. This appendix serves as an explanatory statement, as required by the Listing Rules to provide requisite information to you for your consideration with regard to the general mandate to buy back Shares.

1. ISSUED SHARES

As at the Latest Practicable Date, the number of Shares of the Company in issue was 950,587,991 Shares. Subject to the passing of the resolution granting the proposed mandate to buy back Shares and on the basis that no further Shares are issued or bought back after the Latest Practicable Date and up to the date of passing such resolution, the Directors are authorised to buy back Shares up to a limit of 95,058,799 Shares.

2. REASONS FOR BUY-BACKS

The Directors believe that the ability to buy back Shares is in the interests of the Company and its Shareholders as a whole. Buy-backs may, depending on the circumstances, result in an increase of net assets or earnings per share of the Company or both. The Directors are seeking the grant of a general mandate to buy back Shares to give the Company the flexibility to do so when the Directors believe that such buy-backs will benefit the Company and its Shareholders as a whole.

3. FUNDING OF BUY-BACKS

It is envisaged that the buy-backs would be funded entirely from the Company's funds legally available for the purpose in accordance with the provisions of the Memorandum of Association and Bye- laws of the Company and the applicable laws of Bermuda. Bermuda law provides that the amount of capital paid in connection with a share buy-back may only be paid out of either the capital paid up on the relevant Shares, or the funds of the Company that would otherwise be available for dividend or distribution or the proceeds of a fresh issue of Shares made for the purpose. The amount of premium payable on buy-back may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company before such Shares are bought back.

On the basis of the consolidated financial position of the Company as at 31 December 2020 the Directors consider that the exercise in full of the 10% of mandate to buy back Shares would not have a material adverse impact on the working capital or gearing position of the Company as compared with such position as contained in the latest published audited financial statements of the Company. The Directors do not have any immediate plan to exercise the Share Buy-back Mandate unless they consider the purchases are in the best interests of the Company.

4. GENERAL INFORMATION

There are no Directors or, to the best knowledge of the Directors having made all reasonable enquiries, close associates of Directors of the Company, who have a present intention, in the event that the general mandate is approved by Shareholders, to sell any Shares to the Company.

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APPENDIX I

EXPLANATORY STATEMENT

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make buy-backs pursuant to the Share Buy-back Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

As at the Latest Practicable Date, Mr. Kenneth Ting Woo-shou ("Mr. Ting") held 549,968,695 Shares representing approximately 57.86% of the total number of Shares in issue. Out of the 549,968,695 Shares, 288,929,941 Shares were held by Mr. Ting personally, 2,075,183 Shares were held by Mr. Ting's spouse, 49,292,571 Shares were held by Glory Town Limited and 209,671,000 Shares were held by H.C. Ting's Holdings Limited in which Mr. Ting has a controlling interest through Tyrol Investments Limited and Border Shipping Limited respectively. Assuming the buy-back of Shares is exercised in full pursuant to the Share Buy-back Mandate, that no further Shares are issued or bought back prior to the AGM and that the number of Shares held by Mr. Ting remains unchanged, the interests of Mr. Ting will be increased from 57.86% to 64.28% of the total number of Shares in issue. The Directors are not aware of any consequence which may arise under the Takeovers Code as a result of any buy-back of Shares made under the Share Buy- back Mandate.

No buy-backs have been made by the Company of its Shares on the Stock Exchange in the previous six months prior to the date of this circular.

No core connected persons of the Company (as defined in the Listing Rules) have notified the Company that they have a present intention to sell any Shares to the Company and no such persons have undertaken not to sell any such Shares to the Company in the event that the Company is authorised to make buy-backs of the Shares.

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APPENDIX I

EXPLANATORY STATEMENT

5. SHARE PRICES

The highest and lowest prices at which Shares have been traded on the Stock Exchange in each of the previous twelve months are as follows:

	Highest	Lowest
	(HK$)	(HK$)
2020
April	0.69	0.56
May	0.65	0.50
June	0.64	0.41
July	0.63	0.54
August	0.65	0.53
September	0.64	0.50
October	0.55	0.46
November	0.51	0.43
December	0.53	0.43
2021
January	0.51	0.38
February	0.45	0.40
March	0.45	0.39
April (up to the Latest Practicable Date)	0.44	0.40

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APPENDIX II DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED

The biographical details of the retiring Directors proposed to be re-elected at the forthcoming AGM are set out as follows:

MRS. NANCY TING WANG WAN-SUN

Mrs. Nancy Ting Wang Wan-sun, aged 73, was appointed as a Non-executive Director of the Company in January 2008, and was re-designated as an Executive Director of the Company in February 2009. She has been an Executive Director of Kader Industrial Company Limited, a wholly-owned subsidiary of the Company, since 2001. She was appointed as Trustee of the Hong Kong Children's Hospital Charitable Foundation for a three-year term from 5 November 2019 to 4 November 2022. Save as disclosed above, Mrs. Ting did not hold any directorships whether in Hong Kong or overseas, in any other public listed companies in the previous three years.

Mrs. Ting is the wife of Mr. Kenneth Ting Woo-shou, the Chairman and Managing Director of the Company, mother of Mr. Ivan Ting Tien-li, an Executive Director of the Company and auntie of Mr. Bernie Ting Wai-cheung, a Non-executive Director of the Company. Save as disclosed above, Mrs. Ting does not have any relationship with any other directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company.

As at the Latest Practicable Date, Mrs. Ting was personally interested in 2,075,183 Shares of the Company, representing approximately 0.22% interest in the share capital of the Company as disclosed pursuant to Part XV of the SFO. Save as disclosed above, Mrs. Ting was not interested in any shares or underlying shares of the Company within the meaning of Part XV of the SFO.

During the year ended 31 December 2020, Mrs. Ting has received director's fees of HK$80,000 by reference to her duties and responsibilities towards the Company. The amount was determined by the Remuneration Committee of the Company. No service contract has been entered into between Mrs. Ting and the Company in respect of her appointment as an Executive Director of the Company, which is for a non- specific term subject to re-election upon retirement by rotation under the Company's Bye-laws 109(A) and 189(ix). Save as disclosed above, there are no other emoluments nor any bonus payments to be disclosed pursuant to the requirements of Rule 13.51(2)(g) of the Listing Rules.

Save as disclosed above, there are no other matters relating to the re-election of Mrs. Ting that need to be brought to the attention of the Shareholders of the Company, and there is no other information of Mrs. Ting to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

MR. FLOYD CHAN TSOI-YIN

Mr. Floyd Chan Tsoi-yin, aged 77, was appointed as an Independent Non-executive Director of the Company in September 2004. He is a member of the Company's Audit Committee, Remuneration Committee and Nomination Committee.

Mr. Chan is a member of the American Institute of Certified Public Accountants and a fellow member of the Hong Kong Institute of Certified Public Accountants. He had been a partner of BDO Seidman in the United States for many years. He was the Asia Pacific Regional Coordinator of BDO International and a member of BDO McCabe Lo Limited's executive committee in Hong Kong. He has significant experience in

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APPENDIX II DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED

assisting clients in exploring business opportunities in the Asia Pacific region, particularly the Southeast Asian developing countries and The People's Republic of China. He is also closely involved with assisting clients in developing business in North America and Europe. Save as disclosed above, Mr. Chan did not hold any directorship, whether in Hong Kong or overseas, in any other public listed companies in the previous three years.

Save as disclosed above, Mr. Chan does not hold any other position with the Company or its subsidiaries. He does not have any relationship with any other directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Chan does not have any interest in the Shares of the Company within the meaning of Part XV of the SFO.

Mr. Chan has entered into a term of service with the Company for two years commencing on 1 May 2019 until 30 April 2021, renewable for another two years upon expiry, and subject to re-election upon retirement by rotation under the Company's Bye-laws 109(A) and 189(ix).

During the year ended 31 December 2020, Mr. Chan has received director's fees of HK$120,000 by reference to his duties and responsibilities towards the Company. The amount was determined by the Board after taking into account the recommendations of the Remuneration Committee of the Company. Save as disclosed above, there are no other emoluments nor any bonus payments to be disclosed pursuant to the requirements of Rule 13.51(2)(g) of the Listing Rules.

Save as disclosed above, there are no other matters relating to the re-election of Mr. Chan that need to be brought to the attention of the Shareholders of the Company, and there is no other information of Mr. Chan to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

MR. ANDREW YAO CHO-FAI,JP

Mr. Andrew Yao Cho-fai,JP, aged 55, was appointed as an Independent Non-executive Director of the Company in September 2004. He is the Chairman of the Company's Remuneration Committee and a member of the Company's Audit Committee.

Mr. Yao, graduated from the University of California, Berkeley and Harvard Graduate School of Business, is the Chairman of Hong Kong Shanghai Alliance Holdings Limited (formerly Van Shung Chong Holdings Limited) (a company listed on the Main Board of the Stock Exchange). Mr. Yao retired as an Independent Non-executive Director of Shanghai Dazhong Public Utilities (Group) Co., Ltd., a company listed on the Main Board of the Stock Exchange, on 22 June 2020. Mr. Yao is the Hong Kong Deputy of the 12th and 13th National People's Congress of People's Republic of China, Vice Chairman of Shanghai Chinese Overseas Friendship Association, Chairman of Hongkong-Shanghai Economic Development Association, Chairman of the Council of Lingnan University, Vice Chairman of Shanghai Federation of Industry & Commerce, Board Member of Fudan University in Shanghai. Save as disclosed above, Mr. Yao did not hold any directorship, whether in Hong Kong or overseas, in any other public listed companies in the previous three years.

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APPENDIX II DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED

Save as disclosed above, Mr. Yao does not hold any other position with the Company or its subsidiaries. He does not have any relationship with any other directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Yao does not have any interest in the Shares of the Company within the meaning of Part XV of the SFO.

Mr. Yao has entered into a term of service with the Company for two years commencing on 1 May 2019 until 30 April 2021, renewable for another two years upon expiry, and subject to re-election upon retirement by rotation under the Company's Bye-laws 109(A) and 189(ix).

During the year ended 31 December 2020, Mr. Yao has received director's fees of HK$120,000 by reference to his duties and responsibilities towards the Company. The amount was determined by the Board after taking into account the recommendations of the Remuneration Committee of the Company. Save as disclosed above, there are no other emoluments nor any bonus payments to be disclosed pursuant to the requirements of Rule 13.51(2)(g) of the Listing Rules.

Save as disclosed above, there are no other matters relating to the re-election of Mr. Yao that need to be brought to the attention of the Shareholders of the Company, and there is no other information of Mr. Yao to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

開達集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 180)

NOTICE IS HEREBY GIVEN that the annual general meeting of Kader Holdings Company Limited (the "Company") will be held at 11th Floor, 22 Kai Cheung Road, Kowloon Bay, Kowloon, Hong Kong on Monday, 24 May 2021 at 10:30 a.m. for the following purposes:

1. To receive and consider the audited Financial Statements and Directors' Report and Independent Auditor's Report for the year ended 31 December 2020.

2.

(A) (i)

To re-elect Mrs. Nancy Ting Wang Wan-sun as director.

1. 1. 1. To re-elect Mr. Floyd Chan Tsoi-yin as director.
      2. To re-elect Mr. Andrew Yao Cho-fai as director.
   2. To authorise the board of directors of the Company to fix the remuneration of the directors.
2. To re-appoint KPMG as auditors of the Company and to authorise the directors to fix their remuneration.
3. As special business to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
4. 1. "THAT:

1. subject to paragraph (b) of this Resolution, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as hereinafter defined) of all powers of the Company to buy back issued shares of the Company ("Shares") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and regulations, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

1. 1. the total number of Shares which may be bought back by the Company pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period shall not exceed 10 per cent of the total number of the issued shares of the Company at the date of passing of this Resolution and the said approval shall be limited accordingly; and
   2. for the purposes of this Resolution:
      "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
   3. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law to be held; and
      3. the revocation or variation of this Resolution by an ordinary resolution of the shareholders of the Company in general meeting."
2. "THAT:
3. 1. subject to paragraph (c) of this Resolution, the exercise by the Directors during the Relevant Period of all the powers of the Company to allot, issue and deal with Shares or securities convertible into such shares, or options, warrants or similar rights to subscribe for any shares of the Company or such convertible securities, and to make or grant offers, agreements or options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (a) of this Resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements or options which would or might require the exercise of such powers after the end of the Relevant Period;
   3. the total number of share allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to subscribe for Shares; or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares pursuant to the Bye-laws of the Company from time

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NOTICE OF ANNUAL GENERAL MEETING

to time, shall not exceed 20 per cent of the total number of the issued shares of the Company at the date of passing of this Resolution and the said approval shall be limited accordingly;

1. for the purposes of this Resolution:
   "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law to be held; and
   3. the revocation or variation of this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of Shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong)."

1. "THAT conditional upon the passing of Resolutions No. 4(A) and 4(B) set out in the notice of the meeting of which this Resolution forms part, the general mandate granted under Resolution No. 4(B) above be and is hereby extended by the addition of an amount representing the total number of Shares bought back by the Company pursuant to and in accordance with the said Resolution No. 4(A) to the total number of shares that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to and in accordance with the said Resolution No. 4(B)."

By order of the Board

Lao Wai Keung

Company Secretary

Hong Kong, 21 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A member who is a holder of two or more shares and who is entitled to attend and vote at the meeting convened by this Notice is entitled to appoint more than one proxies to attend and, in the event of a poll, vote in his/her place. A proxy need not be a member of the Company.
2. To be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the Meeting or at any adjournment thereof.
3. Where there are joint holders of any share, any one of such joint holders may vote at the meeting either personally or by proxy in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting personally or by proxy, that one of such joint holders so present whose name stands first on the register of members of the Company shall alone be entitled to vote in respect of such share.
4. The register of members of the Company will be closed from Tuesday, 18 May 2021 to Monday, 24 May 2021, both days inclusive, during which period no transfer of shares will be effected. In order to be entitled to attend and vote at the forthcoming annual general meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Monday, 17 May 2021.
5. Arrangements for coronavirus disease
   Taking into account of the recent development of the epidemic caused by coronavirus disease COVID-19, the Company will implement the following prevention and control measures at the annual general meeting of the Company against the epidemic to protect the shareholders of the Company from the risk of infection:
6. 1. Compulsory body temperature check will be conducted for every shareholder of the Company or proxy at the entrance of the venue.
   2. Every shareholder of the Company or proxy is required to wear surgical face mask throughout the meeting.
   3. No refreshment will be served.

Furthermore, the Company would like to encourage the shareholders of the Company to appoint the chairman of the annual general meeting of the Company as a proxy to vote on the resolution, instead of attending the annual general meeting of the Company in person.

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