Key Points

• SGX RegCo rejects listing application for new Conversion Shares due to concerns about internal controls and regulatory lapses.
• Debt of S\$2.3 million declared immediately due and payable but creditor agrees not to enforce payment—conditional on future regulatory approval.
• Extension granted for conditions precedent in relation to the proposed Redeemable Convertible Notes (RCN) issuance.
• Ongoing regulatory investigations involve missing company documents and a police report against a former CEO, with cooperation required by authorities.
• Company admits non-compliance with key financial reporting obligations and sets out a plan to rectify these lapses.
• Intention to resubmit listing application for up to 1.6 billion Conversion Shares upon compliance.

Detailed Report for Investors

1. Outcome of SGX RegCo Listing Application

Advanced Systems Automation Limited (“ASA” or the “Company”) sought to list and quote up to 1,635,103,772 Conversion Shares on the SGX Catalist, which would be issued upon conversion of new Redeemable Convertible Notes (RCN). The application was rejected by SGX RegCo. The regulator cited concerns about the adequacy and effectiveness of the Company’s internal controls (Catalist Rule 719), and highlighted potential non-compliance with regulatory reporting obligations, including the failure to hold an Annual General Meeting (AGM) for the financial year ended 31 December 2024 and the delayed announcement of half-year 2025 financial results. These issues are serious and indicate governance and compliance risks.

2. Debt Settlement and Extension of Conditional Period

Due to the rejection of the listing application, the Company’s outstanding redeemable convertible notes of S\$2.3 million are immediately due and payable. However, Advance Opportunities Fund I (AOF I) has agreed in good faith not to demand immediate payment or pursue legal action, provided the Company works to meet the conditions for a successful future listing. The conditional period for the fulfilment of these requirements has been extended to 3 February 2026.

This arrangement provides temporary relief but leaves ASA exposed to significant liquidity risk if conditions are not met by the deadline.

3. Regulatory Investigations and Corporate Governance Issues

ASA is currently cooperating with the Commercial Affairs Department (CAD) of the Singapore Police Force following a police report concerning missing company documents linked to the former CEO, Mr Seah Chong Hoe. The CAD has issued an order for ASA to produce certain documents by 10 December 2025 for ongoing investigations. Some company data and documents remain missing despite recovery efforts. These investigations are confidential, and no further update has been provided by authorities.

These developments underscore ongoing operational and regulatory risks, which could impact investor confidence and share price.

4. Company’s Plan to Rectify Compliance Issues

ASA has set out an indicative timeline to remedy its reporting lapses:

• Finalisation and Board approval of FY2024 audited accounts: by 18 November 2025
• Release of Annual Report and Notice of AGM: by 27 November 2025
• AGM for FY2024: by 12 December 2025
• Release of HY2025 Results: by 15 December 2025

The Board intends to use its best efforts to address SGX RegCo’s concerns and resubmit the listing application for the Conversion Shares once compliance is restored.

5. Management’s View and Shareholder Impact

Despite the setbacks, the Board maintains that the proposed RCN issuance is fundamental to the Group’s financial stability and is in the best interests of shareholders. The ability to convert debt into equity through the issuance of Conversion Shares is critical for liquidity and future growth.

Shareholders should note:

• The rejection of the listing application and ongoing investigations are highly price sensitive and could impact ASA’s share value due to increased regulatory, operational, and liquidity risks.
• The immediate due status of S\$2.3 million debt, though temporarily stayed, remains a material risk.
• Successful remediation and future approval from the SGX RegCo are crucial for the Company’s capital structure and solvency.

The Board will continue to update shareholders on any material developments.

Contact Information

For further queries, shareholders may contact the Sponsor, ZICO Capital Pte. Ltd. (Ms. Goh Mei Xian), at 77 Robinson Road, #06-03 Robinson 77, Singapore 068896, Tel: (65) 6636 4201.

Disclaimer

This article is prepared for informational purposes only and does not constitute investment advice or an offer to buy or sell any securities. The information is based on company disclosures as of 14 November 2025. Actual outcomes may differ, and investors should consult their own advisors before making any investment decisions. The Singapore Exchange and ZICO Capital Pte. Ltd. assume no responsibility for the contents of this update.

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