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

 

SHAREHOLDERS of Asti have passed the resolutions of its extraordinary general meeting (EGM) on Tuesday (Aug 22) to replace the entire board with five new directors.

 

Around 95.5 per cent of the 220 million shares represented at the shareholder-requisitioned EGM were in favour of the resolutions, the semiconductor manufacturing services provider said in a statement.

 

The newly constituted board comprises Ng Yew Nam, Soh Pock Kheng, Raymond Lam Kuo Wei, Chow Wai San and Yap Alvin Tsok Sein.

 

The new board will work towards streamlining business functions, maximising cost and operational efficiencies, and maintaining organisational discipline and integrity, Asti said.

 

It will take steps to ensure that the company complies with the notices of compliance it received in April and July 2023, and with the relevant laws and regulations.

 

It will also work with all credible interested parties towards securing an exit offer, as well as consider all other options, Asti added.

 

In the meantime, the company has set up an interim management committee &ndash constituted by Ng and Soh &ndash to ensure continuity and to assist the board in reviewing and understanding the business.

 

The committee, which reports directly to the board, will also be in charge of the day-to-day business, operational and management issues of the company, pending the formal constitution of its management team.

 

The board has also limited the powers and authority of the management team during this period, &ldquo out of prudence and to ensure a proper and smooth transition, as well as to avoid any interruptions to the group&rsquo s business activities&rdquo .

 

This includes not being able to transfer, sell or create any encumbrance over the company&rsquo s assets, or make changes to the terms of the employment or appointment of the group&rsquo s employees &ndash unless approved in writing by the newly appointed directors, Asti said.

 

The EGM was requisitioned by four shareholders of the watch-listed semiconductor company.

 

The company had been sparring with the four shareholders over the validity of the EGM, and urged other shareholders to attend its AGM on Aug 31 instead, as the AGM was the &ldquo appropriate forum&rdquo to bring up any issues or resolutions.

 

The Securities Investors Association (Singapore), or Sias, urged shareholders to attend both the EGM and the AGM, as both are avenues for shareholders to discuss issues affecting them, adding that the issue of the legality of the EGM is for a court to decide, and not the company.

 

The Singapore Exchange Regulation (SGX RegCo) also noted that all parties should work together to successfully conduct a shareholder-requisitioned meeting, and if the company feels that such a requisitioned meeting should not proceed despite engagement with the requisitionists, it can seek a court ruling on the matter.

SEMICONDUCTOR company Asti Holdings : 575 0% said it received a letter from the lawyers of four shareholders, which argued that an extraordinary general meeting (EGM) requisitioned by the shareholders to overhaul the board is valid.

 

The shareholders, through their lawyers, said they had validly given notice of the proposed EGM to all relevant stakeholders.

 

Asti has been sparring with the shareholders over the validity of the Aug 22 EGM, which was requisitioned to remove all five of Asti&rsquo s directors.

 

Asti had earlier said the EGM was invalidly called, and urged shareholders to attend its long-overdue FY2021 AGM on Aug 31 instead of the EGM. Among other reasons, Asti said the requisitioning shareholders displayed &ldquo failure, neglect or reckless disregard&rdquo in not sending the notice of the proposed EGM to all shareholders.

 

The requisitioners relied on an outdated shareholder list as at Jul 22, 2022, Asti said. Advertising an EGM notice in local newspapers does not sufficiently constitute ample notice, it added.

 

In the lawyer&rsquo s letter, the requisitioners blamed the company for intentionally providing to them an outdated shareholding list, Asti said in a bourse filing on Sunday (Aug 20).

 

The parties claimed they &ldquo would not have been aware that the July 2022 Shareholding List that was provided to them was outdated&rdquo .

 

Asti&rsquo s board, however, said a list was received and signed for by the requisitioners&rsquo lawyer &ndash a partner &ndash in a letter dated May 12, 2023, which twice stated that the shareholding list was drawn up as at Jul 22, 2022.

 

The Securities Investors Association (Singapore), or Sias, has said that the issue of the legality of the EGM is for a court to decide, and not for the company.

 

It urged shareholders to attend both the EGM and the AGM, as both are avenues for shareholders to discuss issues affecting them.

 

Among the requisitioning shareholders of the EGM is Ng Yew Nam, managing director of iTrue Technologies, which checks for cosmetic defects in electronic components. Ng is seeking to be appointed to Asti&rsquo s board, along with four other individuals.

 

Asti&rsquo s stock has been suspended on the Singapore Exchange since July 2022, after it was unable to meet the requirements to exit the watch list. Regulators also ordered the company or its controlling shareholders to provide a reasonable exit offer to shareholders.

 

THE Securities Investors Association (Singapore), or Sias, has urged shareholders of watch-listed semiconductor company Asti Holdings : 575 0% to attend both the company&rsquo s upcoming extraordinary general meeting (EGM) and annual general meeting (AGM) on Aug 22 and Aug 31, respectively.

 

Both events are seen by Sias as avenues for shareholders to discuss issues affecting them and it is their &ldquo right as a shareholder to attend the meeting, ask questions, and vote&rdquo , said David Gerald, founder, president and chief executive officer of Sias, in a press statement on Friday (Aug 18). 

 

&ldquo In our view, the issue of legality of the EGM is for a court to decide and not for the company,&rdquo he added. 

 

The Sias founder was referring to Asti&rsquo s claims that the EGM proposed by four requisitioning shareholders is invalid. 

 

Separately, Asti issued a bourse filing on Friday reiterating its Aug 14 announcement where it advised shareholders not to attend the EGM scheduled on Aug 22, or lodge proxy forms in relation to the proposed EGM.

 

Sias will be holding a dialogue session with Asti&rsquo s board and management on Aug 21. Both parties welcome all Asti shareholders to attend and raise their concerns regarding the company&rsquo s latest developments and FY2021 financial results. 

 

The dialogue will look at Asti&rsquo s failures and breaches. It will also discuss EGM opportunities for the shareholders to hold the board accountable and seek changes. 

 

In its latest statement, Asti encouraged shareholders to attend its long-overdue FY2021 AGM as well as the dialogue instead of the EGM.

 

&ldquo Any attempt by the requisitioning shareholders to carry on with the clearly invalid proposed EGM on Aug 22 (ie nine days earlier), is likely to cause pandemonium and confusion as to the carrying out of the FY2021 AGM. This will be harmful to the company&rsquo s good governance and business, and will be to the detriment of both the company and the general body of shareholders of the company,&rdquo said Asti&rsquo s board. 

 

Shares of Asti have been suspended from trading since July 2022. 

SEMICONDUCTOR company Asti Holdings : 575 0% will hold its long-awaited FY2021 annual general meeting (AGM) on Aug 31, amid an attempt by several shareholders to overhaul the board.

 

The company will also hold a shareholder dialogue 10 days earlier, on Aug 21, moderated by the Securities Investors Association (Singapore).

 

The aim of this is to &ldquo maintain a spirit of open discussion&rdquo , Asti said in a bourse filing on Wednesday (Aug 16).

 

The announcement comes after four Asti shareholders tried to requisition an extraordinary general meeting (EGM), to be held on Aug 22, to remove all five of Asti&rsquo s directors.

 

Among the requisitioning shareholders is Ng Yew Nam, managing director of iTrue Technologies, which checks for cosmetic defects in electronic components. Ng is seeking to be appointed to Asti&rsquo s board, along with four other individuals.

 

Asti however on Monday said that the proposed EGM is invalid, and that the FY2021 AGM would be the &ldquo appropriate forum&rdquo to bring up any issues or resolutions.

 

In its Wednesday update, the company said that shareholders will vote on eight resolutions at the AGM, which include the re-election of four current directors and the appointment of RT as auditor for FY2022.

 

The AGM will also address a potential exit offer for Asti by Prospera Alliance, a consortium backed by Thailand-listed Capital Engineering Network and a substantial Asti shareholder, Heah Theare Haw.

 

Asti will invite representatives of Prospera to participate in the Aug 21 dialogue. The offeror had previously said it was &ldquo deeply concerned&rdquo about the implications of the proposed board overhaul.

 

&ldquo With the FY2021 financials audited, our priority is to uphold a spirit of openness even as we navigate the potential offer, which the board believes is the best available option to unlock value for shareholders amid a directed delisting of the company,&rdquo Asti&rsquo s directors said in the filing.

 

Asti added that since FY2021, it has carried out &ldquo major restructuring&rdquo , with retrenchments, the closure of loss-making units, downsizing of corporate and administrative functions and relocation to a smaller office.

 

Thanks to these &ldquo strenuous efforts&rdquo , Asti recorded an unaudited profit after tax of S$3 million for FY2022, reversing the audited loss after tax of S$11.8 million in FY2021, the company said.

 

However, Asti still could not exit the SGX watch-list by its Jun 5, 2022 deadline, as its six-month average daily market capitalisation was short of the S$40 million threshold. Trading in the company&rsquo s shares has been suspended since Jul 5, 2022.

 

The four requisitioning shareholders seek to remove Asti' s current board and appoint five other individuals.

 

WATCH-LISTED semiconductor company Asti Holdings on Monday (Aug 14) said that the extraordinary general meeting (EGM) called by four requisitioning shareholders is invalid, and has requested them not to proceed with the proposed EGM.

 

Instead, the company said that its FY2021 annual general meeting (AGM), for which it intends to issue the notice on Wednesday, will be the &ldquo appropriate forum&rdquo to bring up any issues or resolutions that they may have.

 

In a bourse filing, Asti said that it has taken legal advice, and has notified the requisitioning shareholders of breaches of the company&rsquo s constitution which render the EGM that they called for invalid.

 

The EGM, proposed to be held on Aug 22, was requisitioned by iTrue Technologies managing director Ng Yew Nam and three other shareholders. They seek to remove all five of Asti&rsquo s directors and replace them with Ng and four other individuals.

 

Asti claimed that they are in breach of Regulation 48 of the company&rsquo s constitution, which requires notice of the proposed EGM to be sent to all members, subject to certain exceptions.

 

The company added that they are also in breach of Regulation 140 of its constitution, which stipulates that notice of the proposed EGM must be sent to its auditor, Ernst & Young. It also claims that they are breaking regulations 52 to 61 of the company constitution, as well as other applicable laws.

 

Asti said that all general meetings must be conducted by the board of directors, and that the requisitioning shareholders are usurping the board&rsquo s right, power and entitlement to scrutinise, attend and conduct the proposed EGM.

 

However, in a press statement released on Monday, the requisitioning shareholders said that they reject Asti&rsquo s claims that they have breached the regulations of the company&rsquo s constitution.

 

They also claimed that the EGM notice was sent on Jul 31 to all Asti shareholders on the shareholding list that was provided by the company, and was advertised in The Straits Times and Lianhe Zaobao.

 

&ldquo We have taken legal advice and assure all the shareholders that all the relevant procedural requirements for calling of the scheduled EGM on Aug 22, 2023 have been met,&rdquo they said.

 

In an update on its progress on releasing its audited financial statements for the financial year ended Dec 31, 2021, Asti said it expects to issue them on Tuesday after which, it intends to issue its notice for an AGM by Wednesday.

 

The company&rsquo s board said that it has also written to the Securities Investors Association (Singapore), or Sias, to request that it facilitate a shareholders&rsquo dialogue to take place early next week.

 

It added that it has asked the requisitioning shareholders as well as consortium Prospera Alliance &ndash the potential offeror for the company &ndash to send representatives to present their views at the dialogue.

 

On Wednesday, Sias will be facilitating a shareholders&rsquo dialogue with Ng Yew Nam, as well as other members of his proposed board.

 

In May 2023, the requisitioning shareholders had also tried but failed to convene an EGM to replace Asti&rsquo s current board.

 

At the time, Asti said that the move was invalid as the requisitioning shareholders did not dispatch the proper notices for the EGM to shareholders on time.

 

In July 2022, the Singapore Exchange ordered Asti&rsquo s stock to be suspended, as the company was unable to meet the requirements to exit the watch list. It also ordered the company or its controlling shareholders to provide a reasonable exit offer to shareholders.

 

ASTI Holdings&rsquo potential offeror, Prospera, is &ldquo deeply concerned&rdquo the resolutions that requisitioning shareholders seek to pass suggest a newly-appointed board may not be receptive to its potential offer.

 

Prospera is a consortium comprising Thailand-listed company Capital Engineering Network Public Company (CEN) and Heah Theare Haw, a substantial shareholder of Asti. CEN has energy, engineering and construction materials businesses.

 

Asti shareholder Ng Yew Nam and three other shareholders have requisitioned an extraordinary general meeting to remove all five of Asti&rsquo s directors and replace them with Ng and four other individuals.

 

In a bourse filing on Friday (Aug 11), the potential offeror noted that the move to do so will remove Theerachai Leenabanchong, who is a CEN-nominated director.

 

&ldquo Prospera has informed Asti that Prospera is concerned whether this is indicative that the new board is not receptive to the potential offer,&rdquo the company said.

 

Asti also said that the potential offeror has indicated it will consult its shareholders to assess the viability of implementing the offer.

 

The Singapore Exchange in July 2022 ordered the counter to be suspended, as Asti was unable to meet the requirements to exit the watch list, and provide a reasonable exit offer to shareholders.

WATCH-LISTED semiconductor company Asti Holdings : 575 0% on Friday (Aug 11) said two valuers tasked with determining the valuation of its associate EoCell are unable to finalise and sign off their valuation reports.

 

As a result, the group has prepared its own assessment of the recoverable amount of investment in EoCell, which its auditor, Ernst & Young, will need to review before finalising the audited financial statement for FY2021. 

 

This was in response to several queries raised by the Singapore Exchange (SGX) on the company&rsquo s delayed audit for FY2021, and its overdue annual general meeting (AGM). 

 

In a bourse filing, Asti said the first valuer had cited too many uncertainties that were involved in EoCell, including its expected financial returns, and some of these uncertainties can have substantial impact on the associate&rsquo s valuation. 

 

The second valuer, on the other hand, said they were unable to finalise EoCell&rsquo s valuation based on &ldquo the fact pattern surrounding the investment&rdquo in the associate. 

 

The two valuers were appointed in June to help facilitate and expedite a potential exit offer from a consortium.

 

Addressing SGX&rsquo s queries on the company&rsquo s non-binding letter of intent (LOI) for the exit offer, Asti said the potential offeror is able to accept a modified audit opinion for FY2021 but not for FY2022. 

 

The offeror is also agreeable to extending the deadline for the delivery of Asti&rsquo s audited FY2021 results by Aug 15, it said. Should the results be delivered by then, the company intends to hold its AGM on Aug 31. 

 

In the meantime, the company has made necessary arrangements on the venue and mailing of the AGM notice, which will be dated Aug 16, said Asti.  

 

&ldquo Non-fulfilment of the conditions of the LOI may result in the termination of the exit offer unless the conditions are waived or amended,&rdquo it added.

 

On its FY2022 results, Asti highlighted that &ldquo all necessary steps&rdquo have been taken to appoint new auditors. The company is currently onboarding them and an appendix on their appointment will be circulated together with the notices, it said. 

 

Asti noted that the potential offeror has also received queries from the Securities Industry Council (SIC) on its application, and is working through these with the council. &ldquo At this point, the potential offeror is not able to give an indication on when the potential offeror may expect to receive a reply from the SIC,&rdquo it said. 

 

The deadline as per the LOI to hold the FY2022 AGM is Sep 30. Asti&rsquo s board has sought to push the deadline further back to Oct 31.

 

An exit offer would enable troubled semiconductor firm Asti Holdings to delist from the Singapore Exchange&rsquo s mainboard. 

SINGAPORE - In response to mounting pressure from regulators and shareholders, watch-listed Asti Holdings last week revealed further details of a consortium that has expressed interest in buying out its shareholders, although an offer price has not been announced.

 

An exit offer, should it materialise, would enable the troubled semiconductor firm to delist from the Singapore Exchange&rsquo s (SGX) mainboard and provide a way out for shareholders who have been unable to carry out any trades since the shares were suspended in July 2022.

 

The consortium comprises Capital Engineering Network (CEN), an investment holding company listed on the Stock Exchange of Thailand, and substantial shareholder Heah Theare Haw, who is a Malaysian citizen.

 

Asti also revealed last Thursday that it had appointed a second valuer to finalise the valuation of a lithium-ion battery start-up called EoCell, in which it has an indirect stake through a subsidiary.

 

Asti&rsquo s acting chief executive Anthony Loh told The Straits Times that EoCell had previously been an acquisition target valued at US$350 million (S$473 million), but Asti&rsquo s auditors disagreed with the valuation because EocCell was an early-stage start-up that had yet to generate any income.

 

The start-up&rsquo s valuation process has so far taken more than two years, and delayed the audit of Asti&rsquo s accounts for the financial years 2021 and 2022.

 

The updates are the latest in a long and drawn-out process to improve Asti&rsquo s financial and share price performance, but which has turned out to be a corporate governance disaster, resulting in further los

A top concern is the company&rsquo s failure to hold its annual general meetings (AGMs) for the past two years. AGMs are an important avenue for issuers to present their financial performance to shareholders and address their concerns. Shareholders can also vote on key corporate matters like appointing or re-electing directors.

 

Asti last held an AGM in May 2021 for the 2020 financial year (FY). It breached an SGX deadline to hold its AGM for FY2021 and has yet to convene an AGM for FY2022. SGX had ordered the company to hold its AGMs for FY2021 and FY2022 by July 31.

 

Mr Loh said that the company should soon be able to finalise EoCell&rsquo s valuation and close its FY2021 accounts, which will enable it to proceed with holding the FY2021 AGM as soon as July 31.

 

But another pressing issue remains &ndash the absence of a confirmed exit offer for the company.

 

Asti was served a notification of delisting on June 6, 2022, which meant the company or its controlling shareholder must come up with a fair and reasonable exit offer, made in cash, to shareholders.

 

At the time, the controlling shareholder was Asti chairman and chief executive Michael Loh (not related to Mr Anthony Loh).

 

Mr Michael Loh has not made an offer for Asti, though in February he transferred 130.2 million Asti shares comprising his entire 19.89 per cent stake in the company to CEN in exchange for 80 million CEN shares worth some $8.5 million.

 

The move is still pending approval from the SGX. If it does get the nod, CEN would have paid around 6.6 cents per Asti share, representing a hefty premium over the shares&rsquo last traded price of 1.4 cents on July 5, 2022.

 

This could set a benchmark for the minimum price required for future voluntary offers, if they are made within six months of the former CEO&rsquo s share transfer to CEN, according to the Singapore Code on Takeovers and Mergers.

 

Mr Michael Loh has since resigned from the board of directors and reportedly no longer has influence over Asti&rsquo s affairs.

 

Asti manufactures machines that assemble and package the components on printed circuit boards for the semiconductor industry. It was placed on the SGX watch list in June 2019 after recording pre-tax losses for three consecutive years.

 

The company&rsquo s poor performance over the years was partly due to cost overruns incurred by its 41 per cent-owned subsidiary, mainboard-listed component distributor Dragon Group International (DGI), after DGI ventured into the entertainment business. DGI, which owns a 40 per cent stake in EoCell, has been suspended from trading since 2018.

 

Asti also has a 26 per cent stake in Catalist-listed backend equipment maker Advanced Systems Automation and fully owns Telford, an unlisted company that programs chips.

 

In May 2023, several shareholders attempted but failed to convene an extraordinary general meeting (EGM) to replace Asti&rsquo s current board of directors. According to Asti, the requisitioning shareholders did not dispatch the proper notices for the EGM to shareholders on time, rendering the move invalid.

 

Mr Eddie Ng Yew Nam, a former employee of Asti who claims to have invested around $500,000 for an 11 per cent stake in Asti, led the requisition process.

 

He also runs his own firm providing chip inspection services in China and Singapore called iTrue Technologies, which was incorporated here in 2005 as Meyfort Services.

 

Mr Ng told ST: &ldquo I have been a shareholder of Asti for many years and know many of its top management. I am confident that the company can prosper if it is managed right, as there is consistent demand for the services we provide.&rdquo

 

Mr Ng, who wishes to be elected as a director of a new Asti board, revealed that he is interested in making an offer for the company because its businesses are complementary to iTrue&rsquo s. He added that he has been in talks with other potential buyers to make an exit offer for Asti.

 

&ldquo There are interested buyers, but when they see that we are not in control of the board and that the company&rsquo s accounts are not in order, it is very difficult to continue negotiations. This was my purpose for wanting to requisition an EGM,&rdquo he said.

 

&ldquo We are keen to make an exit offer once we have a clearer picture of the company&rsquo s financials,&rdquo Mr Ng added.

 

When asked why the board had not been more cooperative with the requisitioning shareholders, Mr Anthony Loh said the current board believes the best option for shareholders is to nail down an exit offer as soon as possible.

 

&ldquo Changing boards now would be very disruptive because we have been negotiating with CEN for an exit offer. Would it want to buy a company whose entire management has been replaced?&rdquo

 

He added that attempts to obtain additional details on how the new board of directors could better contribute to the company&rsquo s performance and manage the exit offer process, among others, were unsuccessful.

 

&ldquo The requisitioners also did not provide a plan to overhaul the company and did not provide information on whether they would make an exit offer. They were not transparent about their intentions,&rdquo Mr Anthony Loh said.

 

He also pointed out that for FY2022, Asti delivered a profit of $3 million and its current board announced an interim dividend of 0.45 cents per share, the first payout in 10 years.

 

Corporate governance advocate and professor at the National University of Singapore Business School, Professor Mak Yuen Teen, said he is not convinced that the offer from CEN and Mr Heah is confirmed for now.

 

&ldquo The company seems to be releasing information on the offer in dribs and drabs. Minority shareholders should still be sceptical about an offer materialising at this point, as this could just be an attempt to sway them from voting for a new board.&rdquo

 

Prof Mak said regulators should ensure that Asti holds its AGM by July 31 and that shareholders should not be swayed from voting in a new board.

 

He pointed out that several directors are up for re-election, while others had been appointed without a vote by the shareholders.

 

A new board would also be able to look into several questionable moves made under the current board, such as paying out overly high remuneration packages to Mr Michael Loh when the company was struggling financially.

 

Prof Mak added: &ldquo If the exit offer is genuine, it should not matter to the parties making the offer whether there is a change to the board of directors or not.&rdquo

ASTI Holdings said a new valuer is &ldquo working closely&rdquo with its auditors to determine the valuation of its associate EoCell, in order to finalise the group&rsquo s audit for FY2021 and hold an overdue annual general meeting (AGM).

 

This would allow the completion of Asti&rsquo s FY2022 audit by Sep 30 this year &ndash which would in turn &ldquo significantly contribute towards facilitating and expediting a potential exit offer&rdquo , said the watch-listed semiconductor company in response to queries from the Securities Investors Association (Singapore) (Sias).

 

&ldquo An exit offer presents the best available option for shareholders as Asti has been directed by the SGX (Singapore Exchange) to delist, with no further avenues for extension,&rdquo said the company on Thursday (Jun 1).

 

Asti said that while it has received a non-binding letter of intent for an exit offer from a consortium, the company has &ldquo no control of this offer, which is subject to prior regulatory approval from the relevant regulators&rdquo .

 

Addressing Sias&rsquo queries on the recent appointment of Charlie Jangvijitkul to Asti&rsquo s board as an independent director, the company maintained that it deemed Jangvijitkul suitable after reviewing his credentials as well as conducting an interview and subsequent checks.

 

&ldquo In particular, the nominating committee also assessed that his prior work experience from 2001 to 2017 as a director and managing director of a company listed on the Stock Exchange of Thailand, TCM Corporation, would be valuable and can contribute to (Asti),&rdquo it added.

 

The company also revealed that the planned sale of shares by its former chief executive Michael Loh has yet to be completed, as it remains subject to the approval of SGX.

 

&ldquo ... Loh was retrenched as an employee on Dec 31, 2021, as part of a major restructuring to achieve profitability. On Feb 23, 2023, he relinquished all his roles on the board of directors by resigning as non-executive chairman and non-executive director of the company. In view of these developments... Loh has ceased to have any influence, direct or indirect, in the affairs of the board or the company,&rdquo said Asti, responding to Sias&rsquo question on the role of Loh in the company.

 

Separately, Asti issued a response to a May 10 letter from a shareholder who was &ldquo frustrated&rdquo by the delays in Asti holding its AGMs for FY2021 and FY2022. The company reiterated its responses to Sias to address several concerns outlined by the shareholder, including the delays in holding its AGMs.(*see amendment note)

 

The company also said it sent a May 22 letter to Ng Yew Nam, who is among the shareholders requisitioning to remove some of the directors of the company and appoint new ones, requesting Ng to respond by May 29.

 

This was to &ldquo enquire on certain pertinent matters&rdquo and seek Ng&rsquo s &ldquo feedback as well as to afford him the opportunity to dispel any point he may consider to be necessary&rdquo , s5aid Asti, adding that it has yet to receive a response.

 

In Asti&rsquo s view, &ldquo serious questions arise and doubts are cast&rdquo on a number of aspects of Ng&rsquo s claims made in his request for an extraordinary general meeting (EGM) to have five proposed candidates &ndash including himself &ndash to be elected directors of the company.

 

The company also questioned Ng&rsquo s credentials to be appointed as a director of its board.

 

&ldquo It is clear to the board that, by his refusal or failure or neglect to respond to the matters and queries raised by the board, ... Ng Yew Nam &ndash despite himself having asked for and expected the board to be transparent and as cooperative as possible with him and the other requisitioning shareholders &ndash is himself not transparent with regard to his intentions, and is not prepared to proceed in a cooperative manner with the board.&rdquo

 

THE potential offeror for ASTI has been identified as Prospera Alliance, a consortium comprising Thailand-listed Capital Engineering Network Public Company (CEN) and substantial shareholder Heah Theare Haw.

 

In an update on Tuesday (May 30), the semiconductor company announced that the Prospera Alliance has submitted an application to the Securities Industry Council (SIC) for the potential offer. The offer is subject to approval from the SIC.

 

CEN is a company listed on the Stock Exchange of Thailand, and is in involved in energy, engineering and construction materials businesses. Its major shareholders are members of the Leenabanchong family.

 

After failing to exit the Singapore Exchange watch list by Jun 5, 2022 and its attempts to extend the deadline rejected, ASTI&rsquo s shares has been suspended since Jul 5, 2022.

 

&ldquo As ASTI has been directed to delist, the priority of the board of directors is to secure a fair and reasonable exit offer for shareholders. Such an exit offer has to first fulfil all the necessary regulatory approvals,&rdquo said the company.