Yujin International Ltd Proposed Scheme of Restructuring (9093J)

TIDMYUJ

RNS Number : 9093J

Yujin International Ltd

23 December 2015

23 December 2015

 
         yujin international ltd. 
  ("YIL" or "the Company" or "the Group") 
               Announcement 
 
 

Proposed SCHEME to restructure the business of YUJIN INTERNATIONAL LTD and its subsidiaries ("PROPOSED SCHEME")

   1.         DESPATCH OF CIRCULAR 

Further to the announcement made on 2 December 2015 (the "Announcement") by the Company, the Directors are pleased to announce that the Circular in connection with the Proposed Scheme has today been despatched to all Shareholders. Further details of the Proposed Scheme are provided in the Circular. Unless otherwise defined, all terms used herein bear the same meaning as in the Announcement.

2. STATEMENT PURSUANT TO SECTION 76(10)(C) OF THE COMPANIES ACT, CHAPTER 50 OF SINGAPORE (THE "COMPANIES ACT")

The statement made pursuant to Section 76(10)(c) of the Companies Act and signed by two Directors is attached to the Notice of Extraordinary General Meeting ("EGM") in the Circular.

   3.         NOTICE OF EGM 

NOTICE IS HEREBY GIVEN that an EGM of the Shareholders will be held on 15 January 2016 at 10.30 a.m. Singapore time at 400 Orchard Road #20-05 Orchard Towers Singapore 238875 for the purpose of considering and, if thought fit, passing (with or without modifications), the following special resolution:

SPECIAL RESOLUTION

"THAT:

(a) the Company be authorised to undertake the Proposed Scheme as defined and more particularly described in the Circular to Shareholders dated 23 December 2015 (the "Circular") pursuant to Section 210 of the Companies Act (Chapter 50) of Singapore and to give any financial assistance (the "Financial Assistance") which may be given by the Company, directly or indirectly, within the meaning of Section 76 of the Companies Act (Chapter 50) of Singapore, for the purpose of, or in connection with, the Proposed Scheme; and

(b) the Directors and each of them be and are hereby authorised to complete and do all acts and things (including executing all such documents as may be required in connection with the Proposed Scheme and the giving of Financial Assistance by the Company) as they or he may consider desirable, necessary or expedient to give full effect to this Special Resolution."

PARTICULARS OF THE PROPOSED FINANCIAL ASSISTANCE

The particulars of the proposed financial assistance are set out in Section 2.1, 2.2, 2.3 and 2.4 of the Circular.

REASONS FOR THE PROPOSED FINANCIAL ASSISTANCE

The reasons for the proposed financial assistance are set out in Section 2.2 of the Circular.

EFFECT OF THE PROPOSED FINANCIAL ASSISTANCE ON THE FINANCIAL POSITION OF THE COMPANY AND THE GROUP

The effect of the proposed financial assistance on the financial position of the Company and the Group is set out in Section 2.5 of the Circular.

STATEMENT PURSUANT TO SECTION 76(10)(C) OF THE COMPANIES ACT, CHAPTER 50 OF SINGAPORE

A copy of the statement of the directors of the Company made pursuant to the provisions of Section 76(10)(c) of the Companies Act (Chapter 50) of Singapore is attached herewith.

Notes:

1. A shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint not more than two (2) proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company.

2. Where a shareholder of the Company appoints more than one proxy, he/she should specify the proportion of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy and if no percentage is specified, the first named proxy shall be treated as representing 100% of the shareholding and the second proxy shall be deemed to be an alternate to the first named.

3. A body corporate which is a shareholder of the Company may also appoint by resolution of its directors or other governing body such person as it thinks fit to act as its authorized representative in accordance with its articles of association and Section 179 of the Companies Act (Chapter 50) of Singapore.

4. The instrument appointing a proxy or proxies (together with the power of attorney (if any) under which it is signed or a certified copy thereof) must be deposited at the registered office of the Company at 400 Orchard Road #20-05 Orchard Towers, Singapore 238875 not less than 48 hours before the time appointed for holding the EGM or any postponement or adjournment thereof.

5. The instrument appointing a proxy or proxies must be signed by the appointer or his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of any officer or attorney duly authorised.

6. A Depositor's name must appear on the Depository Register maintained by the Computershare Investor Services at least 48 hours before the time appointed for holding the EGM in order for the Depositor to be entitled to attend and vote at the EGM.

BY ORDER OF THE BOARD

For further information please contact:

Yujin International Ltd. Tel: [phone]

Keen Whye LEE

Or visit www.yujininternational.com

Cantor Fitzgerald Europe

   Rick Thompson / Michael Reynolds                                             Tel: [phone] 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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December 23, 2015 02:00 ET (07:00 GMT)