Full Apex (Holdings) Limited: Major Developments on Exit Offer, Financial Viability, and Legal Risks

Introduction

Full Apex (Holdings) Limited (“Full Apex” or “the Company”), a Bermuda-incorporated entity listed with the Singapore Stock Code: BTY, has released a comprehensive update regarding its exit offer proposal and its current financial standing. This latest announcement follows previous communications tied to its delisting notification from the Singapore Exchange (SGX-ST) and the appointment of independent advisers for its exit offer.

Key Highlights

• Delisting and Trading Suspension: The Company was officially notified of its impending delisting from SGX-ST in September 2020 and remains under trading suspension.
• Provisional Liquidation and Operational Cessation: Since entering provisional liquidation in February 2018, Full Apex has not had its financial statements audited. In October 2023, it ceased about 95% of its business operations, primarily due to the adverse impacts of COVID-19, poor sales performance, and a critical lack of working capital.
• Creditor Actions and Financial Reporting Issues: The Company’s main creditor initiated court action against its principal operating subsidiary, further straining its cash flow. As a result of this financial distress, the valuation report by Jones Lang LaSalle Corporate Appraisal and Advisory Limited (“JLL”) as of June 2022 remains only a draft, due to unpaid fees.

Financial Position and Going Concern Doubts

The draft JLL report paints a dire picture of the Group’s financial health. Utilizing a cost-based valuation approach necessitated by unreliable forecasts and market comparables, JLL assessed the net assets of Patum Manufacturing Limited (BVI)—the Company’s key subsidiary—at a negative RMB 418.1 million as of June 2022. A management report dated September 2025 corroborates this, showing a Group negative net tangible assets (NTA) of approximately RMB 472 million.

The negative asset valuation reflects deeper issues: substantial downward revaluation of subsidiary investments and inter-company receivables, and growing liabilities due to accrued finance charges. These findings have led the Board to conclude there are material uncertainties casting significant doubt on the Company’s ability to continue as a going concern.

Crucially, this means: The Company and its controlling shareholder are unable to make a fair and reasonable exit offer under the requirements of SGX Listing Rule 1309. No improvement in financial conditions is expected in the foreseeable future.

Recent Legal Judgment

In 2024, a significant legal judgment was issued against the Company’s indirect subsidiary, Pan Asia Polyester Co., Ltd., for an outstanding principal debt of RMB 21,394,524.58 (excluding interest) to China Everbright Bank Co., Ltd. (Guangzhou Branch). Although the bank has not yet enforced the judgment, the Company’s Executive Chairman is seeking solutions, including finding a guarantor or selling assets to raise the required funds. However, there is no certainty these efforts will succeed.

Implications for Shareholders

• The inability to facilitate a required exit offer means shareholders remain locked in, unable to realize value through a formal exit.
• The Company’s severe negative net asset position and ongoing legal liabilities suggest that equity value may be negligible or negative.
• Continued trading suspension and lack of audited financials further increase investment risk and uncertainty.
• Any material development, especially regarding asset sales or legal settlements, could have significant impact on shareholder value—but as of now, the outlook remains extremely negative.

This update is highly price-sensitive: The Company’s financial distress, inability to proceed with an exit offer, and unresolved legal liabilities all point to elevated risks and an uncertain future for shareholders.

Advisory to Shareholders

Shareholders are strongly advised to exercise extreme caution when dealing in Full Apex’s securities. Those uncertain of their next steps should consult their stockbroker, bank manager, solicitor, accountant, or professional adviser.

Conclusion

The convergence of delisting, negative asset valuations, insolvency concerns, and unresolved legal judgments create a scenario where Full Apex (Holdings) Limited faces severe financial and operational uncertainty. The inability to provide a fair exit offer or improve its financial situation in the near term should be considered highly material and may further depress share value.

Disclaimer

This article is for informational purposes only and does not constitute financial advice or a recommendation to buy, sell, or hold any securities. Investors should conduct their own due diligence and consult with professional advisers before making any investment decisions.

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