Asti shareholders vote in favour of replacing entire board at EGM

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 – constituted by Ng and Soh – 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, “out of prudence and to ensure a proper and smooth transition, as well as to avoid any interruptions to the group’s business activities”.

SEE ALSO

Asti’s potential offeror concerned a newly-appointed board won’t be receptive to its offer

Hurdles in requisitioning EGMs point to need for changes to law, say experts

Asti to hold AGM on Aug 31, with shareholder dialogue 10 days prior

Asti shareholder Ng Yew Nam says he has the relevant experience to save company

More

This includes not being able to transfer, sell or create any encumbrance over the company’s assets, or make changes to the terms of the employment or appointment of the group’s employees – 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 “appropriate forum” 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.