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.