YANGZIJIANG MARITIME DEVELOPMENT LTD.

==> picture [39 x 39] intentionally omitted <==

(Incorporated in the Republic of Singapore)

(Company Registration No. 202518296E)

NOTICE OF FIRST ANNUAL GENERAL MEETING

==> picture [595 x 350] intentionally omitted <==

----- Start of picture text -----

||||||
|---|---|---|---|---|
|NOTICE IS HEREBY GIVEN that the First Annual General Meeting of Yangzijiang Maritime Development Ltd. (the “|Company|”) will be held at NTUC Centre, 1 Marina Boulevard, Room 701, Level 7, One Marina|
|Boulevard, Singapore 018989 on Thursday, 30 April 2026 at 2.00 p.m. to transact the following business:|
|ORDINARY BUSINESS|
|1.|To receive, consider and adopt the Audited Financial Statements for the financial year ended 31 December 2025 together with the Directors’ Statements and the Auditors’ Report thereon.|(Resolution 1)|
|2.|To declare a tax exempt (one-tier) final dividend of S$0.0050 per ordinary share in respect of the financial year ended 31 December 2025.|(Resolution 2)|
|3.|To approve the proposed Directors’ fees of S$18,681.33 for the financial year ended 31 December 2025.|(Resolution 3)|
|4.|To re-elect Mr Ren Yuanlin, who is retiring pursuant to Regulations 111 and 112 of the Company’s Constitution.|[See Explanatory Note (a)]|(Resolution 4)|
|5.|To re-elect Mr Teh Wing Kwan, who is retiring pursuant to Regulation 115 of the Company’s Constitution.|[See Explanatory Note (b)]|(Resolution 5)|
|6.|To re-elect Mr Wang Jiansheng, who is retiring pursuant to Regulation 115 of the Company’s Constitution.|
|[See Explanatory Note (c)]|(Resolution 6)|
|7.|To note the retirement of Mr Lyu Jianwei, who is retiring pursuant to Regulation 115 of the Company’s Constitution, as a Director of the Company and will not seek re-election.|[See Explanatory Note (d)]|
|8.|To re-appoint Messrs PricewaterhouseCoopers LLP as Auditors and to authorise the Directors to fix their remuneration.|(Resolution 7)|
|SPECIAL BUSINESS|
|To consider and, if thought fit, to pass the following as Ordinary Resolutions with or without modifications:|
|9.|AUTHORITY TO ALLOT AND ISSUE SHARES|
|THAT:|
|(a) pursuant to Section 161 of the Companies Act 1967 (the “|Companies Act|”) and the listing rules of the Singapore Exchange Securities Trading Limited (“|SGX-ST|”), authority be and is hereby given|
|to the Directors of the Company to:|
|(i)|issue ordinary shares in the capital of the Company (“|Shares|”) whether by way of rights, bonus or otherwise; and/or|
|(ii) make or grant offers, agreements, or options (each an “|Instrument|”) that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments|
|to) warrants, debentures, or other instruments convertible into Shares; and/or|
|at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may, in their absolute discretion, deem fit; and|
|(b) issue Shares in pursuance of any Instruments made or granted by the Directors while such authority was in force (notwithstanding that such issue of Shares pursuant to the Instruments may occur|
|after the expiration of the authority contained in this resolution),|
|provided that:|
|(1) the aggregate number of the Shares to be issued pursuant to such authority (including the Shares to be issued in pursuance of Instruments made or granted pursuant to such authority), does not|
|exceed 50% of the total number of issued Shares (as calculated in accordance with paragraph (2) below), and provided further that where shareholders of the Company are not given the opportunity|
|to participate in the same on a pro-rata basis, then the Shares to be issued under such circumstances (including the Shares to be issued in pursuance of Instruments made or granted pursuant to|
|such authority) shall not exceed 20% of the total number of issued Shares (as calculated in accordance with paragraph (2) below);|
|(2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of the Shares that may be issued under paragraph (1) above, the|
|total number of issued Shares shall be based on the issued Shares of the Company (excluding treasury shares and subsidiary holdings) at the time such authority was conferred, after adjusting for:|
|(a) new Shares arising from the conversion or exercise of any convertible securities or the exercising of share options or the vesting of share awards which are outstanding or subsisting at the time|
|such authority was conferred; and|
|(b) any subsequent consolidation or subdivision of the Shares;|
|(3) in exercising the authority conferred by this Resolution, the Company shall comply with the requirements imposed by the SGX-ST from time to time and the provisions of the Listing Manual of|
|the SGX-ST for the time being in force (in each case, unless such compliance has been waived by the SGX-ST), all applicable legal requirements under the Companies Act and otherwise, and the|
|Constitution of the Company for the time being; and|
|(4) (unless revoked or varied by the Company in a general meeting) the authority so conferred shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date|
|by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier.|
|[See Explanatory Note (e)]|(Resolution 8)|

----- End of picture text -----

(b) issue Shares in pursuance of any Instruments made or granted by the Directors while such authority was in force (notwithstanding that such issue of Shares pursuant to the Instruments may occur after the expiration of the authority contained in this resolution),
(2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of the Shares that may be issued under paragraph (1) above, the total number of issued Shares shall be based on the issued Shares of the Company (excluding treasury shares and subsidiary holdings) at the time such authority was conferred, after adjusting for: (a) new Shares arising from the conversion or exercise of any convertible securities or the exercising of share options or the vesting of share awards which are outstanding or subsisting at the time such authority was conferred; and
(b) any subsequent consolidation or subdivision of the Shares;
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the requirements imposed by the SGX-ST from time to time and the provisions of the Listing Manual of the SGX-ST for the time being in force (in each case, unless such compliance has been waived by the SGX-ST), all applicable legal requirements under the Companies Act and otherwise, and the Constitution of the Company for the time being; and

10. RENEWAL OF SHARE PURCHASE MANDATE

THAT:

(a) for the purposes of 76C and 76E of the Companies Act, the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares of the Company (“ Shares ”) not exceeding in aggregate the Maximum Percentage (as hereafter defined), at such price or prices as may be determined by the Directors from time to time up to the Maximum Price (as hereafter defined), whether by way of:
(i) market purchase(s) (“ Market Purchases ”) on the SGX-ST through the SGX-ST’s trading system, through one or more duly licensed stockbrokers appointed by the Company for the purpose; and/or
(ii) off-market purchase(s) effected pursuant to an equal access scheme in accordance with Section 76C of the Companies Act (“ Off-Market Purchases ”), and otherwise in accordance with all other laws and regulations and rules of the SGX-ST as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the “ Share Buyback Mandate ”);
(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buyback Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earliest of:
(i) the date on which the next Annual General Meeting of the Company is held;
(ii) the date by which the next Annual General Meeting of the Company is required by law to be held; and
(iii) the date on which purchases and acquisitions of Shares pursuant to the Share Buyback Mandate are carried out to the full extent mandated;
(c) in this Resolution:
“ Average Closing Price ” means the average of the closing market prices of the Shares over the last five (5) Market Days on which transactions in the Shares were recorded, immediately preceding the date of the Market Purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted in accordance with the Listing Manual for any corporate action which occurs during the relevant period of five (5) Market Days and the day on which the Market Purchase is made or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase;
“ date of the making of the offer ” means the date on which the Company announces its intention to make an offer for an Off-Market Purchase, stating therein the purchase price (which shall not be more than the Maximum Price for an Off-Market Purchase calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase; “ Market Day ” means a day on which the SGX-ST is open for trading in securities;
“ Maximum Percentage ” means that number of issued Shares representing 10% of the issued Shares of the Company as at the date of the passing of this Resolution (excluding treasury shares and subsidiary holdings (as defined in the Listing Manual of the SGX-ST)); and
“ Maximum Price ” in relation to a Share to be purchased or acquired, means the purchase price (excluding related brokerage, commission, applicable goods and services tax, stamp duties, clearance fees and other related expenses) which shall not exceed:
(i) in the case of a Market Purchase, 105% of the Average Closing Price of the Shares; and
(ii) in the case of an Off-Market Purchase, 120% of the Average Closing Price of the Shares; and
(d) any director of the Company (“Director”), or where required, any two Directors, be and is/are hereby authorised on behalf of the Company to perform all acts, matters or things (including executing all such documents as may be required) deemed by him/her/them to be necessary, desirable, incidental to, ancillary to or expedient in connection with the transactions contemplated and/or authorised by this Resolution. [See Explanatory Note (f)] (Resolution 9)
To transact any other business which may be properly transacted at an Annual General Meeting.

By Order of the Board

Peck Jen Jen

Company Secretary 15 April 2026 Singapore

Explanatory Notes:

(a) Detailed information on Mr Ren Yuanlin, who is seeking re-election as a Director of the Company, is under “Board of Directors” section on page 7 and “Disclosure of information on seeking re-election pursuant to Rule 720(6) of the Listing Rules of the SGX-ST” on pages 26 to 30 of the Annual Report 2025.

Mr Ren Yuanlin will, upon re-election as a Director of the Company, remain as the Executive Chairman and Chief Executive Officer.

(b) Detailed information on Mr Teh Wing Kwan, who is seeking re-election as a Director of the Company, is under “Board of Directors” section on page 7 and “Disclosure of information on seeking re-election pursuant to Rule 720(6) of the Listing Rules of the SGX-ST” on pages 31 to 35 of the Annual Report 2025.

Mr Teh Wing Kwan will, upon re-election as a Lead Independent Director of the Company, remain as the Chairman of the Audit and Risk Committee and Member of the Nominating and Remuneration Committees and will be considered independent for the purpose of Rule 704(8) of the Listing Manual. There are no relationships (including immediate family relationships) between Mr Teh Wing Kwan and the other Directors, or the Company, or its substantial shareholders.

(c) Detailed information on Mr Wang Jiansheng, who is seeking re-election as a Director of the Company, is under “Board of Directors” section on page 8 and “Disclosure of information on seeking re-election pursuant to Rule 720(6) of the Listing Rules of the SGX-ST” on pages 35 to 38 of the Annual Report 2025.

Mr Wang Jiansheng will, upon re-election as a Director of the Company, remain as the Chairman of the Nominating and Remuneration Committees and Member of the Audit and Risk Committee and will be considered independent for the purpose of Rule 704(8) of the Listing Manual. There are no relationships (including immediate family relationships) between Mr Wang Jiansheng and the other Directors, or the Company, or its substantial shareholders.

(d) Upon the retirement of Mr Lyu Jianwei as a Director of the Company at the conclusion of the Annual General Meeting, he will be relinquishing his positions as an Independent Non-Executive Director and as a Member of the Nominating, Remuneration and Audit and Risk Committees.
(e) The proposed ordinary resolution 8, if passed, will empower the Directors of the Company from the date of the Annual General Meeting to issue shares in the Company up to an amount not exceeding in total 50% of the total number of issued shares in the capital of the Company with a sub-limit of 20% other than on a pro-rata basis to shareholders for the time being for such purposes as they consider would be in the interest of the Company. The authority will, unless previously revoked or varied at a general meeting, expire at the next Annual General Meeting of the Company.
(f) The proposed ordinary resolution 9, if passed, will empower the Directors of the Company from the date of the Annual General Meeting until the date of the next Annual General Meeting of the Company to purchase or acquire up to 10% of the issued ordinary share capital (excluding the shares held in treasury and subsidiary holdings) of the Company as at the date of the passing of this Resolution. Details of the proposed Share Purchase Mandate are set out in the Appendix to the Annual Report 2025 which is available online for information. (i) The shareholders of the Company approved the share buyback mandate on 6 March 2026. As at the date of this Notice of Annual General Meeting, the Company has not purchased any of its shares. (ii) The amount of financing required for the Company to further purchase or acquire its shares, and the impact on the Company’s financial position, cannot be ascertained as at the date of this Notice of the Annual General Meeting as this will depend on the number of the shares purchased or acquired and the price at which such shares were purchased or acquired.
(iii) The financial effects of the purchase or acquisition of shares by the Company pursuant to the proposed Share Purchase Mandate on the Group’s audited financial statements for the financial year ended 31 December 2025 are set out in the Appendix to the Annual Report 2025 and are for illustration only.
NOTES:
The Company is pleased to announce that its First Annual General Meeting (“AGM”) will be held at NTUC Centre, 1 Marina Boulevard, Room 701, Level 7, One Marina Boulevard, Singapore 018989 on Thursday, 30 April 2026 at 2.00 p.m. (Singapore time). There will be no option for shareholders to participate virtually. 2. The Notice of AGM and Proxy Form are made available to members via publication on the SGX website at https://www.sgx.com/securities/company-announcements and on the Company’s website at www.yzjmaritime.com. Printed copies of this Notice of AGM and the accompanying Proxy Form will be sent to shareholders via post. Printed copies of the Annual Report will not be sent to shareholders. Shareholders who wish to receive a printed copy of the Annual Report should request the same via email to [email protected]. 3. Participation in the AGM Shareholders, proxyholders and persons who hold shares of the Company through relevant intermediaries (as defined in Section 181 of the Companies Act), including Central Provident Fund (“CPF”) and Supplementary Retirement Scheme (“SRS”) investors may participate in the AGM by: (i) Attending the physical AGM in person; (ii) Submitting questions in relation to any agenda item in this Notice of AGM in advance of, or at the AGM; and/or (iii) Voting at the AGM by (i) the shareholders themselves; or (ii) through duly appointed proxy(ies) Shareholders, including CPF and SRS investors will need to register in person at the registration counter(s) outside the AGM venue on the day of the event. Please bring along your NRIC/passport to enable the Company to verify your identity. The Company reserves the right to refuse admittance to the AGM if the attendee’s identity cannot be verified accurately. Investors who hold shares through a relevant intermediary (as defined in Section 181 of the Companies Act) (the “Relevant Intermediary”), and who wish to attend the AGM should approach their Relevant Intermediary as soon as possible in order for the Relevant Intermediary to make the necessary arrangements for their attendance. 4. Question and answer Shareholders, proxyholders, CPF and SRS investors who have questions in relation to any agenda items in this Notice of AGM can ask questions during the AGM physically. Investors holding shares through relevant intermediaries (other than CPF/SRS investors) should approach their respective relevant intermediaries through which they hold shares as soon as possible in order for the necessary arrangements to be made for them to submit questions in advance of the AGM or ask questions during the AGM. Shareholders, including CPF and SRS investors are also encouraged to submit questions related to the resolutions to be tabled for approval at the AGM, in advance of the AGM in the following manner no later than seven (7) calendar days in advance of the AGM (i.e., by 2.00 p.m. on 23 April 2026): (a) By e-mail to [email protected]; or (b) If submitted by post, to be deposited at the: 114 Lavender Street, CT Hub 2, #09-51, Singapore 338729. (c) Shareholders who submit questions via email or by post to the Company must provide the following information: (i) the Shareholder’s full name; (ii) the Shareholder’s address; and (iii) the manner in which the Shareholder holds shares in the Company (e.g. via CDP, CPF or SRS). The Company will endeavour to address as many substantial and relevant questions (as determined by the Board in its sole opinion) as possible. Where substantially similar questions are received, the Company will consolidate such questions and consequently not all questions may be individually addressed. 5. Voting Shareholders will be able to vote at the AGM in person, or by appointing proxy(ies) to vote on their behalf. The proxy need not be a member of the Company. 6. Appointment of Proxies Shareholder who is not a relevant intermediary (as defined below) is entitled to appoint not more than two proxies and Shareholder who is a relevant intermediary is entitled to appoint more than two proxies. Shareholder who wishes to vote at the AGM via a proxy(ies) must submit the Proxy Form, which is released together with this Notice of AGM, to appoint the proxy(ies) or the Chairman of the AGM as their proxy to cast votes on their behalf. Shareholders are requested to complete, sign and return the Proxy Form in accordance with the instructions printed thereon not less than seventy-two (72) hours before the time for holding the AGM (i.e., by 2.00 p.m. on 27 April 2026) (“proxy form cut-off date/time”) in the following manner: (a) By Post: To be deposited at the registered office of the Company at 9 Raffles Place, #54-01 Republic Plaza, Singapore 048619; or
(b) By e-mail: To be emailed to [email protected] (Attn: YZJMD Team).
1. Persons who hold shares through relevant intermediaries (a) Persons who hold shares through relevant intermediaries (as defined in Section 181(6) of the Companies Act), other than those investors who holds shares under the Central Provident Fund Investment Scheme (“CPF investor”) and/or the Supplementary Retirement Scheme (“SRS investor”), and who wish to participate in the AGM by (i) attending; (ii) submitting questions in advance of, or live at the AGM; and/or (iii) voting at the AGM should contact the relevant intermediaries through which they hold such shares as soon as possible in order for the necessary arrangements to be made for their participation in the AGM.
(b) The Proxy Form is not valid for use by CPF investors or SRS investors and shall be ineffective for all intents and purposes if used or purported to be used by them.
1. The proxy need not be a member of the Company. 9. The Proxy Form shall be under the hand of the member or by his/her attorney duly authorised in writing, or if the member is a corporation, under seal or under the hand of its attorney duly authorised in writing. The power of attorney or other authority, if any, under which the instrument of proxy is signed on behalf of the member or duly certified copy of that power of attorney or other authority (if not previously registered with the Company), shall be attached to the instrument of proxy.
(a) Persons who hold shares through relevant intermediaries (as defined in Section 181(6) of the Companies Act), other than those investors who holds shares under the Central Provident Fund Investment Scheme (“CPF investor”) and/or the Supplementary Retirement Scheme (“SRS investor”), and who wish to participate in the AGM by (i) attending; (ii) submitting questions in advance of, or live at the AGM; and/or (iii) voting at the AGM should contact the relevant intermediaries through which they hold such shares as soon as possible in order for the necessary arrangements to be made for their participation in the AGM.
A Depositor’s name must appear on the Depository Register maintained by The Central Depository (Pte) Limited as at 72 hours before the time appointed for holding the AGM in order for the Depositor to be entitled to vote at the AGM.

PERSONAL DATA PRIVACY

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of the appointment of the proxy(ies) and representative(s) for the AGM (including any adjournment thereof) and the preparation, compilation and publication (where relevant) of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof) and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulators and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.

AI assistant

YANGZIJIANG MARITIME DEVELOPMENT LTD. AGM Information 2026

68361_rns_2026-04-14_e3e6c99c-619d-4940-875d-17a7feca7a61.pdf