ASTI Holdings has proposed the placement of 128 million new ordinary shares in the capital of the company for 2.5 cents per share, raising up to $3.2 million.

 

The placement shares represent about 19.55% of the existing issued and paid-up share capital of the semiconductor manufacturing services company, comprising 654,731,486 shares.

 

The company says that the placement price represents a premium of approximately 78.57% to the volume weighted average price (VWAP) of 1.4 cents per share for trades done on the shares on the SGX-ST for the full market day on July 4, 2022 being the last full market day prior to the trading suspension called by the company.

 

The placement price also represents a discount of 51.42% to the latest group&rsquo s audited net tangible assets (NTA) as of Dec 31, 2024, of $33,695,000.

 

ASTI Holdings says that it will rely on the existing general share issue mandate approved by shareholders at an EGM held on Aug 15, 2025, which saw that the aggregate number of shares and convertible securities is no more than 130,946,297 shares.

 

As such, the proposed issuance of 128,000,000 new shares will be within the limits of the general mandate and specific approval of the shareholders will therefore not be required, the group notes.

 

In conjunction with the resumption of trading of shares, ASTI is of the view that it is an opportune time to undertake the proposed placement to fund its business expansion.

 

This includes potential new businesses with existing customers, research and development on equipment to improve the yield rate for our products and working capital.

 

About 60% of the net proceeds from the proposed placement will be used for business expansion, 30% for research and development, and 10% for working capital.

 

The effects of the proposed placement on the company&rsquo s share capital will result in an increase of shares to 782,731,486 shares excluding treasury shares.

 

Earnings after the proposed placement will widen to a net loss of $24.7 million, and earnings per share will decrease to a net loss per share of 3.15 cents.

Group revenue rose 9.2% year-on-year to S$27.0 million for the nine months ended 30 September 2025, led by increased orders in backend equipment solutions & technologies.

 

Net profit reached S$1.3 million, reversing a S$4.8 million net loss in the same period last year as gross margin more than doubled to 26.7% and administrative expenses dropped 18%.

 

Loans and borrowings were fully repaid, slashing current liabilities from S$14.7M to S$6.4M cash and cash equivalents stood at S$16.6 million as at end-September.

 

Group&rsquo s net asset value per share was 5.03 cents, up from 5.15 cents at end-2024.

 

No dividend declared for the period due to focus on cash preservation and market uncertainty.

 

Board remains cautiously optimistic and will continue to explore new opportunities in semiconductor and related sectors, monitoring global trends and potential business risks.

 

ASTI Holdings has received a letter of demand (LOD) from law firm, ShookLin & Bok on Sept 13. The LOD was about an outstanding payment of $46,541.99 that ASTI allegedly owes the law firm. The amount is for invoices dated June 15, 2023 Feb 5 and March 5, says ASTI.

 

The company says it is assessing the basis and merits of the LOD and will seek legal advice accordingly. The LOD and any potential legal proceedings related to the matter are not expected to affect the company&rsquo s business operations. Any repayment is also not expected to impact the company&rsquo s financial position materially.

 

 

ASTI Holdings has reconstituted its board of directors following the appointment of substantial shareholders Ng Yew Nam and Soh Pock Kheng as new directors and the exodus of its previous board on Jan 15.

 

On Jan 16, the company announced that both Ng and Soh had been appointed executive directors, with Ng also taking on the role of CEO.

 

In addition, Chow Wai San, Raymond Lam and Alvin Yap have been appointed independent non-executive directors. Chow will also serve as chairman of the board of directors.

 

ASTI Holdings&rsquo four remaining board members have resigned with immediate effect following the appointment of substantial shareholders Ng Yew Nam and Soh Pock Kheng as new directors to the company&rsquo s board of directors.

 

The company announced the new appointments following approval by Singapore Exchange S68 -1.01% Regulation (SGXRegCo) on Jan 15.

 

Its board had &ldquo convened urgently&rdquo after the unexpected announcement on Jan 10 of the resignation of non-executive chairman Dr Kriengsak Chareonwongsak, who cited &ldquo the uncertainty and divergence in the future direction of the company&rdquo as the reason for his departure.

 

According to ASTI, the resignation left a &ldquo leadership vacuum&rdquo within its board, whose four remaining members continued to adopt an open attitude to engage with all shareholders &mdash including new board director Ng, who suggested that a &ldquo suitable exit offer&rdquo could be procured. 

 

Upon consideration of the company&rsquo s prospects and the &ldquo persistent and continued desire&rdquo expressed by Ng and Soh to be appointed directors, ASTI&rsquo s four remaining directors &mdash Anthony Loh Sin Hock, who was also ASTI&rsquo s acting CEO, Mohd Sopiyan Bin Mohd Rashdi, Theerachai Leenabanchong and Charlie Jangvijitkul &mdash sought approval from SGXRegCo for the appointments.

 

Along with stepping down from the board, Loh has also resigned as chief financial officer and acting CEO.

 

In 2023, Ng led a group of shareholders to attempt two extraordinary general meetings (EGMs) amid a major restructuring and a SGX-directed delisting to remove and replace the entire board with himself and four others. 

 

On Dec 12, 2023, the Singapore High Court ruled that resolutions claimed by were &ldquo invalid and of no legal effect&rdquo .

 

&ldquo ASTI and its directors have faced two invalid attempts to overhaul its board in the recent past year, all taking place amid a major restructuring which resulted in a return to profitability in FY2022 after three years of losses,&rdquo say the outgoing directors. &ldquo These attempted EGMs have consumed substantial time and resources of the company and its directors who were concurrently working hard to secure a viable exit offer. These efforts by the Directors were taken in the spirit to safeguard shareholder interests while upholding good governance amid a directed delisting.&rdquo

 

&ldquo Taking into account the leadership void of the board after the resignation of the former chairman and the enthusiasm of the two proposed incoming directors, the four of us have graciously exited as directors following the appointment of Mr Ng Yew Nam and Mr Soh Pock Kheng as new directors,&rdquo they add. 

 

ASTI announced on Jan 9 that it intends to re-convene the adjourned Annual General Meeting for the FY2021 ended Dec 31, 2021, on Feb 1.

 

Shares in ASTI Holdings 575 0.00% last traded at 1.4 cents before its trading suspension in July 2022.

 

SEMICONDUCTOR company Asti Holdings&rsquo non-executive chairman and director Dr Kriengsak Chareonwongsak has resigned with effect from Monday (Jan 8).

 

Dr Kriengsak cited &ldquo the uncertainty and divergence in the future direction of the company&rdquo as the reason for him to step down, said Asti on Wednesday.

 

He was appointed on Aug 12, 2011, to provide input on the company&rsquo s broad strategic directions and manage its daily operations.

 

The announcement came after Asti said its adjourned annual general meeting (AGM) for FY2021 will take place on Feb 2.

 

The resolutions to be resolved during the AGM involve the re-election of Anthony Loh as executive director, Charlie Jangvijitkul as non-executive and independent director, Theerachai Leenabanchong as non-executive and non-independent director, as well as Mohd Sopiyan Mohd Rashdi as lead independent director.

 

Asti noted that there have been three cessations of appointments required to be specified under the listing rule over the past 12 months, including the recent chairman stepdown.

 

Over the past year, Rasidi resigned as an independent director due to health reasons on May 15 and Dr Daniel Yeoh resigned as independent director due to &ldquo personal commitments&rdquo on May 1.

 

ASTI Holding : 575 0%&rsquo s annual general meeting (AGM) for its 2021 financial year will take place in February, the semiconductor company said in a bourse filing on Tuesday (Jan 9).

 

The announcement came more than a week after Asti&rsquo s board of directors said it would reconvene the meeting as soon as practicable. They have since met and resolved that the adjourned AGM will be held on Feb 1, 2024.

 

Asti said a fresh Notice of Meeting will be issued to shareholders, with at least seven days&rsquo notice as required. Shareholders will vote on six resolutions previously adjourned to the reconvened AGM.

 

These resolutions involve the re-election of Anthony Loh as executive director, Charlie Jangvijitkul as non-executive and independent director, Theerachai Leenabanchong as non-executive and non-independent director, and Mohd Sopiyan Mohd Rashdi as lead independent director.

 

Another resolution will give the company&rsquo s directors the authority to allot or issue Asti&rsquo s shares at any time, provided the number of shares issued does not exceed 50 per cent of the group&rsquo s total issued share capital.

 

These six resolutions were omitted in an AGM held on Jul 31, 2023, after the board proposed to resolve an injunction application filed by dissenting Asti shareholders. These shareholders had requisitioned an extraordinary general meeting (EGM) on Aug 22, 2023, to replace the existing board with five new directors.

 

The Singapore High Court deemed the EGM to be invalid and dismissed an application filed by the requisitioning shareholders against the company and its incumbent board members to comply with resolutions approved at the said EGM.

 

THE Singapore High Court has deemed the extraordinary general meeting (EGM) called on Aug 22 by Asti Holdings&rsquo dissenting shareholders to be invalid.

 

It also dismissed an application filed by the requisitioning shareholders against the company and its incumbent board members to comply with resolutions approved at the said EGM, based on a court decision released on Tuesday (Dec 12).

 

To recap, four shareholders requisitioned an EGM to replace the semiconductor company&rsquo s entire board. The company and the incumbent board repeatedly disavowed the meeting as invalid, but the EGM went on as planned following dialogues conducted by the Securities Investors Association (Singapore).

 

The board tussle came amid Asti&rsquo s share suspension and notification of delisting from the Singapore Exchange (SGX) after the company failed to meet requirements to exit the watch list.

 

In its judgment, the court declared that the resolutions passed at the Aug 22 EGM were invalid and did not hold any legal effect. Although notice for the EGM was validly served, the court said the meeting was not properly conducted.

 

Asti had argued that advertisements in the daily press and writing to SGX regarding the EGM were insufficient notice to shareholders, as notice must be given by delivery or post to each member, or the Central Depository.

 

The court rejected Asti&rsquo s assertion and said the company conflated the issue of the form of notice with that of the service of notice.

 

As for the conduct of the meeting, the court said that Section 177 of the Act did not give the requisitioners the power to conduct the meeting, as such powers depended on the company&rsquo s constitution. Instead, Article 76 in the constitution gave incumbent directors the right to attend the meeting and be heard.

 

The requisitioners had informed the incumbent directors that they were barred from attending the EGM, failing to give due regard to Article 76.

 

The parties involved have three weeks to write in regarding their position on costs. The time to file an appeal will also run from Tuesday.

 

The convening shareholders and proposed directors will review the judgment with their respective lawyers and seek their advice, they said in a press statement.

 

WATCH-LISTED semiconductor company Asti Holdings : 575 0% said on Wednesday (Oct 25) that its potential offerer and potential offerer consortium will no longer be pursuing an acquisition of the company.

 

The offerers ceased interest in the company after it failed to prepare audited financial statements of the company for FY2022 by Sep 30, 2023. This had been a condition upon which the offer was contingent.

 

Asti said it was unable to prepare the financial statement as the company no longer had an auditor, since shareholders at its last annual general meeting (AGM) approved a resolution to retire Ernst & Young, its auditor at the time.

 

Since then, no auditor has been appointed a resolution to appoint RT at the last AGM failed to garner majority approval from shareholders.

 

The board said it intends to put up another resolution to shareholders to appoint an auditor as soon as possible, so that it can finalise its audited financial statement for FY2022.

 

The company added that it will also engage with the offerers to &ldquo clarify the scope and the implications of their decision not to pursue the potential exit offer&rdquo , as well as seek other potential exit offers.

 

Separately, on a disclaimer of opinion made by an independent auditor on its subsidiary Dragon Group International (DGI), Asti said it anticipates &ldquo no significant factors which might affect the audit process and signing off of the audited financial statements of the company for FY2022&rdquo .

 

DGI on Tuesday put up a notice that RT, its independent auditor, had put up a disclaimer of opinion as it had not been able to obtain &ldquo sufficient appropriate audit evidence to provide a basis for an audit opinion on the group&rsquo s financial statements&rdquo .

 

In its report, the auditor noted that DGI and its subsidiaries are in net liabilities positions of US$1.1 million and US$3.2 million, respectively. Their current liabilities also exceed their current assets, it said.

 

&ldquo These conditions indicate the existence of a material uncertainty which may cast significant doubt about the group&rsquo s and the company&rsquo s ability to continue as a going concern,&rdquo said the auditor.

 

RT also noted that Asti is in a middle of a lawsuit, which could affect its undertaking to not recall the amounts due to itself and provide continuing financial support to DGI and its subsidiaries.

 

&ldquo Because of the significance of the uncertainties arising from the matters described above, we are unable to express an opinion on the accompanying financial statements,&rdquo the auditor said.

 

SHAREHOLDERS of have filed an application to restrain all five of Asti&rsquo s directors from convening or holding the long-awaited FY2021 annual general meeting (AGM).

 

These same shareholders earlier requisitioned an extraordinary general meeting to replace the company&rsquo s entire board.

 

On Tuesday (Aug 29), the semiconductor manufacturing services provider said that lawyers of the shareholders had e-mailed the company&rsquo s lawyers to notify them of the application, as well as inform them that the injunction application was an urgent one. 

 

The injunction application was filed on Aug 28 at 5.36 pm. The company noted that it had not been informed of any hearing date yet. 

 

Asti added that the shareholders&rsquo lawyers had asked, as an alternative should the AGM proceed, that only two resolutions be considered and voted on by shareholders at the adjourned meeting of the FY2021 AGM. 

 

One resolution relates to the receiving and adopting of the directors&rsquo statement and audited financial statements of the company for the financial year ended Dec 31, 2021, while the other relates to the appointment of accounting firm RT LLP as the company&rsquo s auditors. 

 

Should the alternative take place, the above two resolutions will be considered and voted on by shareholders during the AGM.  

 

The AGM will then be adjourned to a later date to be fixed, and the other resolutions set out in the notice will be considered and voted on by shareholders. 

 

Asti emphasised that shareholders should note there is no change to the arrangements for its FY2021 AGM, which will continue to be held at 2pm on Aug 31. However, as it noted that the injunction application has already been filed, the company said shareholders may wish to check and take note of related announcements in case of any changes ordered by the court. 

 

Trading in watch-listed Asti&rsquo s shares has been suspended since Jul 5, 2022.

SEMICONDUCTOR company Asti Holdings : 575 0% said that its upcoming annual general meeting (AGM) must proceed as planned on Aug 31 to &ldquo satisfy the requirements of Singapore law&rdquo , and any delays may jeopardise a potential exit offer.

 

In a bourse filing on Sunday (Aug 27), the company said four shareholders who are taking legal action after requisitioning an extraordinary general meeting (EGM) to replace Asti&rsquo s board are now seeking to postpone its overdue AGM.

 

The request was sent on Friday, &ldquo well after office hours&rdquo , by lawyers of the four, said Asti. The requisitioners &ndash Ng Yew Nam, Lim Chee San, Toh Cheng Hai and Ng Kok Hian &ndash also threatened to file an application to the Singapore High Court to ban the AGM, unless it is postponed, said the company. 

 

But Asti highlighted that it is not in a position to delay the AGM. 

 

&ldquo Holding the AGM is to meet a specific statutory requirement, even if and when it is already delayed&hellip The requisitioning shareholders should not attempt to exacerbate the delay or hamper the company when it is fulfilling its statutory obligations,&rdquo it said, noting that the four are not disputing that the AGM was properly and validly called on Aug 16. 

 

Asti pointed out that Aug 31 is the last possible day for the company to satisfy these requirements, as set out in a letter by the Singapore Exchange Regulation, on Jul 21. 

 

It added that the requisitioners accept that they could have, but did not, submit the necessary nomination papers to the company by Aug 19.

 

&ldquo (Their) complaint is that the FY2021 AGM was called on Aug 16, &lsquo a mere four days&rsquo before the purported EGM date,&rdquo said the company. &ldquo They are not entitled to be selective by ignoring the fact that the Aug 19 deadline is part of the timeline expressly set out in the constitution of the company.&rdquo

 

Detrimental effects

If the four had made the necessary nominations on time, as required by the constitution, they would need to simply present their comments and complaints to the rest of the shareholders at the AGM and vote on the re-election of the retiring directors, said Asti. &ldquo This would have fulfilled substantially all, if not all, of their purposes of bringing up to shareholders the principal reasons for their decision to requisition the purported EGM.&rdquo

 

Furthermore, Asti noted that postponing the AGM may jeopardise a potential exit offer from a consortium.

 

It would also result in a breach of the company&rsquo s non-binding letter of intent for the exit offer.

 

&ldquo Any postponement will (therefore) not only be detrimental but also gravely and irreversibly prejudice the interests of the company, not to mention the financial well-being of the general body of its shareholders who, if they were made an exit offer, will have the opportunity to dispose their shares before the final delisting of the company,&rdquo it said.

 

Another AGM has been scheduled for Oct 31, where the requisitioning shareholders will be able to participate and put forward proposals, Asti added. 

 

Previously, the Securities Investors Association (Singapore), or Sias, had weighed in on the matter and advised shareholders to attend both the EGM and the AGM. It noted that both meetings are avenues for shareholder discourse, and that the legality of the EGM would be for a court to decide and not the company.

 

ASTI&rsquo s board, supposedly ousted in an extraordinary general meeting (EGM) on Tuesday (Aug 22), is taking its requisitioning shareholders and other individuals whom they claimed to be appointed as new directors to court.

 

In a bourse filing on Wednesday, the semiconductor manufacturing services provider said lawyer letters have been sent to the parties&rsquo lawyers, notifying them of the company&rsquo s position &ndash that the EGM was invalidly called and is itself invalid, and that legal proceedings are in motion.

 

Through the letter, the board asserted that the parties had attempted to unlawfully take control of the company, its assets, staff and its group of companies. The parties include Ng Yew Nam, who has started writing e-mails under the designation of &ldquo Chairman, Interim Management Committee&rdquo .

 

The board also cited attempts to interfere with, or disrupt the business and governance and the officers of the company. The letter thus asked who the lawyers were representing, and if they would accept court papers for the five purported directors.

 

In describing the EGM&rsquo s aftermath, the board said Ng had e-mailed various officers and other persons who represent the company, claiming that the directors were properly appointed, and that they would be taking control of the company.

 

The board, meanwhile, reminded shareholders of an upcoming annual general meeting on Aug 31, which they are encouraged to attend, participate and exercise their voting rights. 

 

Some 220 million shares were represented at the shareholder-requisitioned EGM on Tuesday, and around 95.5 per cent were in favour of the resolutions to put Ng on the board, along with Soh Pock Kheng, Raymond Lam Kuo Wei, Chow Wai San and Yap Alvin Tsok Sein.

 

Wednesday&rsquo s bourse update was signed off by Kriengsak Chareonwongsak, non-executive chairman of Asti. Directors with him are Anthony Loh Sin Hock, Mohd Sopiyan B Mohd Rashdi, Theerachai Leenabanchong and Charlie Jangvijitkul.

 

Trading in the company&rsquo s shares has been suspended since Jul 5, 2022