Extraordinary/ Special General Meeting :: Voluntary

CIRCULAR DATED 7 JULY 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER(S) IMMEDIATELY.

Unless otherwise defined, capitalised terms appearing on the cover of this Circular bear the same meanings ascribed to them in the section entitled "Definitions" of this Circular.

Printed copies of this Circular will not be sent to the members. Instead, this Circular will be sent to the members solely by electronic means via publication on the Company's website at the URL http://www.yongnamgroup.comand will also be available on the SGX website at the URL https://www.sgx.com/securities/company-announcements.

If you have sold or transferred all your shares in the capital of the Company, please forward this Circular immediately to the purchaser or transferee or to the bank, stockbroker or agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

The Singapore Exchange Securities Trading Limited (the "SGX-ST") takes no responsibility for the accuracy of any of the statements or opinions made or reports contained in this Circular.

YONGNAM HOLDINGS LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration No. 199407612N)

CIRCULAR TO SHAREHOLDERS IN RELATION TO

THE PROPOSED ADOPTION OF THE NEW CONSTITUTION OF THE COMPANY

IMPORTANT DATES AND TIMES:
Last date and time for lodgement of Proxy Form	:	27 July 2021 at 10.00 a.m.
Date and time of EGM	:	29 July 2021 at 10.00 a.m. (to be held by
		electronic means)

	CONTENTS
		PAGE
DEFINITIONS..........................................................................................................................................	3
LETTER TO SHAREHOLDERS...............................................................................................................	5
1.	INTRODUCTION ........................................................................................................................	5
2.	THE PROPOSED ADOPTION OF THE NEW CONSTITUTION...................................................	5
3.	INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS....................................	19
4.	DIRECTORS' RECOMMENDATION .........................................................................................	19
5.	EXTRAORDINARY GENERAL MEETING.................................................................................	19
6.	NO DESPATCH OF DOCUMENTS...........................................................................................	19
7.	ACTION TO BE TAKEN BY SHAREHOLDERS.........................................................................	20
8.	DOCUMENTS AVAILABLE FOR INSPECTION.........................................................................	23
9.	DIRECTORS' RESPONSIBILITY STATEMENT ........................................................................	23
ANNEX A - COMPARISON OF THE NEW CONSTITUTION...............................................................	A-1
ANNEX B - NEW CONSTITUTION .....................................................................................................	B-1
NOTICE OF EXTRAORDINARY GENERAL MEETING .......................................................................	N-1
PROXY FORM

2

DEFINITIONS

Except where the context otherwise requires, the following definitions apply throughout this Circular:

"2014 Amendment Act" "2017 Amendment Act" "Act" or "Companies Act"

"AGM"

"Board" or "Board of Directors"

"CDP"

"Company"

"Companies Regulations"

"Constitution"

"CPF"

"Director"

"EGM"

"Existing Constitution"

"FY"

"FY2020 Annual Report" "Latest Practicable Date"

"Listing Manual"

"Listing Rules" "Live EGM Webcast"

"New Constitution"

"Notice of EGM"

• The Companies (Amendment) Act 2014 of Singapore
• The Companies (Amendment) Act 2017 of Singapore
• The Companies Act (Cap. 50) of Singapore, as amended, modified or supplemented from time to time
• Annual general meeting
• The board of Directors of the Company for the time being
• The Central Depository (Pte) Limited
• Yongnam Holdings Limited
• Companies Regulations (Cap. 50, Rg 1, 1990 Rev Ed) of Singapore
• The constitution of the Company, as amended, modified or supplemented from time to time
• The Central Provident Fund
• A director of the Company for the time being
• The extraordinary general meeting of the Company to be held by way of electronic means on 29 July 2021 at 10.00 a.m., notice of which is set out at page N-1 of this Circular
• The memorandum and articles of association of the Company currently in force
• Financial year ended or ending 31 December
• The annual report of the Company for FY2020
• 30 June 2021, being the latest practicable date prior to the date of this Circular
• The listing manual of the SGX-ST, as amended, modified or supplemented from time to time
• The listing rules under the Listing Manual
• The "live" audio-visual webcast and "live" audio webcast of the proceedings of the EGM
• The new constitution of the Company as set out in Annex B of this Circular, which is proposed to replace the Existing Constitution
• The Notice of EGM dated 7 July 2021

3

		DEFINITIONS
"Ordinary Resolution"	:	A resolution of the Members passed as an ordinary resolution in
		accordance with the Act
"Registration Deadline"	:	10.00 a.m. on 26 July 2021, being the deadline for Shareholders
		to pre-register online at the Yongnam EGM Website, URL
		https://conveneagm.sg/yhl, to create an account to follow the
		proceedings of the EGM through the Live EGM Webcast
"Securities Account"	:	A securities account maintained by a Depositor with CDP but
		does not include a securities subaccount maintained with a
		Depository Agent
"SFA"	:	The Securities and Futures Act (Cap. 289) of Singapore, as
		amended, modified or supplemented from time to time
"SGX-ST"	:	Singapore Exchange Securities Trading Limited
"Shareholders" or "Members"	:	Registered shareholders for the time being of the Company or if
		the registered shareholder is the Depository, a Depositor named
		in the Depository Register (for such period as shares are entered
		in the Depositor Securities Account)
"Shares"	:	Ordinary shares in the paid-up share capital of the Company
"Special Resolution"	:	A resolution of the Members passed as a special resolution in
		accordance with the Act
"Substantial Shareholder"	:	A person who has an interest in not less than five per cent (5%)
		of the issued voting shares of the Company, as defined under
		Section 81 of the Companies Act
"%" or "per cent"	:	Per centum or percentage

The terms "Depositor", "Depository", "Depository Agent" and "Depository Register" shall have the meanings ascribed to them respectively in Section 81SF of the SFA.

The terms "subsidiary" and "related corporations" shall have the meanings ascribed to them respectively in the Companies Act.

Any reference to a time of day in this Circular shall be a reference to Singapore time, unless otherwise stated.

Any reference in this Circular to "Rule" or "Chapter" is a reference to the relevant rule or chapter in the Listing Manual.

Any reference in this Circular to any enactment is a reference to that enactment for the time being amended or re-enacted. Any term defined under the Companies Act, the SFA, the Listing Manual or such statutory modification thereof and used in this Circular shall, where applicable, have the meaning ascribed to it under the Companies Act, the SFA, the Listing Manual or such statutory modification thereof, as the case may be, unless otherwise provided.

Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall, where applicable, include corporations.

4

LETTER TO SHAREHOLDERS

YONGNAM HOLDINGS LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration Number: 199407612N)

	LETTER TO SHAREHOLDERS
Directors:	Registered Office:
Mr. Seow Soon Yong (Managing Director)	51 Tuas South Street 5
Mr. Chia Sin Cheng (Finance Director)	Singapore 637644
Mr. Siau Sun King (Executive Director)
Mr. Goon Kok Loon (Lead Independent Non-Executive Director)
Mr. Dominic Tan Eng Kiat (Independent Non-Executive Director)
Mr. Henry Lim Ghim Siew (Independent Non-Executive Director)
Mr. Teng Kian Jen Ben (Independent Non-Executive Director)
7 July 2021
To:	The Shareholders of Yongnam Holdings Limited

Dear Sir/Madam,

THE PROPOSED ADOPTION OF THE NEW CONSTITUTION OF THE COMPANY

1. INTRODUCTION
   The Directors are convening the EGM to seek the approval of Shareholders in relation to the proposed adoption of a new Constitution (the "New Constitution").
   The purpose of this Circular is to provide Shareholders with information relating to the proposed adoption of the New Constitution, and to seek Shareholders' approval for the Special Resolution in relation thereto at the EGM. The Notice of EGM is set out at page N-1 of this Circular.
   The SGX-ST takes no responsibility for the contents of this Circular including the accuracy of any of the statements or opinions made or reports contained in this Circular.
   The Company has appointed Atlas Asia Law Corporation as the legal adviser to the Company as to Singapore law in relation to the proposed adoption of the New Constitution of the Company.
2. THE PROPOSED ADOPTION OF THE NEW CONSTITUTION

2.1 Background

2.1.1 Companies (Amendment) Act 2014

The 2014 Amendment Act, which was passed in Parliament on 8 October 2014 and took effect in phases on 1 July 2015 and 3 January 2016 respectively, introduced wide-ranging changes to the Companies Act. The changes aim to reduce regulatory burden on companies, provide for greater business flexibility and improve the corporate governance landscape in Singapore. The key changes include the introduction of the multiple proxies regime to enfranchise indirect investors and CPF investors, provisions to facilitate the electronic transmission of notices and documents,

5