Letter to ASTI Holdings Limited on Concerns of ASTI Shareholders

Date: May 26, 2023

Chairman & Members of the Board
ASTI Holdings Limited

Dear Chairman,

RE: Concerns of ASTI Shareholders

SIAS has received feedback from ASTI shareholders. Based on their concerns, we have, therefore, prepared the following questions:

On the conduct of AGM for FY2021

The company last held an AGM on 31 May 2021 for the financial year ended 31 December 2020.

Question 1: What is the progress made in finalising the financial statements for FY2021?
Has the independent valuer finalised the valuation of EoCell and has the audit committee reviewed the valuation?

Question 2: What are the reasons that the valuation of EoCell may not be approved by/acceptable to the independent auditor?

Question 3: Was the board, including the independent directors, aware that it had not conducted the FY2021 AGM by 7 September 2022, which is the extension given by SGX? What are the reasons for the company not submitting an application for a further extension prior to SGX RegCo’s NOC?

Sale of shares by Dato’ Michael Loh Soon Gnee

As announced on 17 March 2023, the sale of 130,209,600 shares (or 19.89%) by Dato’ Loh is subject to the approval of Singapore Exchange Securities Trading Limited pursuant to SGX Mainboard Rule 729.

Question 1: Has the sale transaction been completed?
Question 2: What is the current role of Dato’ Michael Loh Soon Gnee in the group?

Current board composition

On 17 May 2023, the company announced the appointment of Mr Charlie Jangvijitkul. The announcement of appointment can be found here https://links.sgx.com/1.0.0/corporate-announcements/FQNBOMM1110ZZ9XH/db305501ec2872b32ebb60af1e54fbd301d059fa63e3b281e6f4647e10c6b836

Question 1: What is the search and nomination process that led to the appointment of Mr Jangvijitkul?
The company is faced with regulatory challenges, including a Notice of Compliance. As disclosed, Mr Jangvijitkul is a first-time director and would be required to attend training.
Question 2: How did the nominating committee assess that Mr Jangvijitkul has the requisite experience and capabilities to assume the duties and responsibilities of an independent director of the company?

Non-binding letter of intent from a consortium of two parties

Question 1: Who is leading the negotiation with the potential offeror consortium? How was the potential offeror consortium introduced to the group?
Question 2: What is the level of involvement by the independent directors to facilitate the potential offer and to maximise the value for shareholders, especially minority shareholders?
Question 3: Will the company be able to complete the audit of its financial statements for FY2021 and FY2022 by 23 June 2023 and 30 September 2023 respectively, as required by the potential offeror?
Question 4: At the same time, has the board, especially the independent directors, carried out any due diligence on the potential offeror to assess their ability and commitment to crystallise a potential offer for shareholders? Has the potential offeror requested to carry out any due diligence on the group and if so, has the potential offeror signed any non-disclosure agreement?
Question 5: What are the requirements to be met before the potential offeror gives a notice of firm intention to make the offer?

Maximising shareholder value

Question 1: Given that the potential offer is non-binding, are the independent directors exploring other avenues to maximise shareholder value given that SGX-ST has issued the company the notification of delisting?
Question 2: Specifically, what did the independent directors do to facilitate the requisition of an EGM by shareholders of the company?

Exit Offer

Question: Can the board confirm an exit offer?

We should be grateful if the board can answer the above questions on behalf of your concerned shareholders.


David Gerald
President and CEO