GSH Corporation Limited EGM Approves Major Strategic Moves: Subscription, Diversification into Digital Asset Mining, and Management Services

Key Highlights from the Extraordinary General Meeting (EGM)

• Date & Place: 30 October 2025, 20 Cecil Street, #28-01 PLUS, Singapore.
• Chairman: Mr. Ng Hin Lee chaired the meeting, with a quorum present, opening at 10:30 a.m.
• Major Resolutions Passed by Poll:
  • Proposed Subscription of New Shares
  • Transfer of Controlling Interest
  • Diversification into Digital Asset Mining Business
  • Engagement of Management Services
• Shareholder Questions Addressed: Concerns over costs, management capability, and board recommendations were discussed in detail.

Detailed Review of the EGM Resolutions and Discussions

1. Proposed Subscription of Shares

The EGM approved the allotment and issuance of 447,468,880 new shares at S\$0.25 per share to a Subscriber. This move is not under the general mandate but a specific one for this transaction. The new shares will be issued free from encumbrances and will rank pari passu with existing shares, except for dividends or distributions declared before completion.

Potential Share Price Impact: This significant capital raise could dilute existing shareholders but also provides substantial funds for the company’s diversification initiatives.

2. Transfer of Controlling Interest

Upon completion of the subscription, the Subscriber will hold approximately 18.5% of the company’s total voting rights. However, Dr. Sam Goi Seng Hui, the Executive Chairman, will retain a majority interest (>50%), ensuring continuity of control. The transfer of a controlling interest is a major event, with the Subscriber now classified under SGX rules as a controlling shareholder.

The Board clarified that the Subscriber may request to appoint a director, but the Board retains discretion over such appointments.

Potential Share Price Impact: The entry of a new controlling shareholder and possible changes to board composition are significant and could affect market perception of future strategy and governance.

3. Diversification into Digital Asset Mining Business

Approval was granted for the company to diversify into the digital asset mining sector, with an initial investment of S\$35 million. Management emphasized that mining operations might not be based in Singapore due to high costs; instead, the company will explore more cost-efficient jurisdictions for data centers and electricity.

Shareholder Concerns: Investors questioned profitability amid Singapore’s high operational costs. Management assured that the expansion would be measured and prudent, seeking efficiency and profitability.

Potential Share Price Impact: This move marks a significant shift in business direction. Entry into the digital asset mining space, if successful, could offer new growth avenues, but comes with inherent risks and uncertainties associated with the sector.

4. Engagement of Management Services

The company will engage a Manager to provide management services for its new digital asset mining business. Due diligence included consulting specialists, with Management satisfied that the Manager’s business and financial models are sound.

Board Dissent: Notably, Director Mr. Wendell Wong Hin Pkin did not recommend the proposed diversification and engagement of management services, echoing concerns already stated in the circular. His dissent signals that not all board members are aligned on the new strategic direction, a point that investors should monitor.

Potential Share Price Impact: Outsourcing management of a new business line can accelerate execution but also introduces dependence on external expertise. Board dissent may indicate internal debate about risk or strategy.

Poll Results

Other Noteworthy Points

• CNP Business Advisory Pte. Ltd. acted as scrutineers for the poll.
• Chairman was appointed as proxy for certain shareholders and voted according to their instructions.
• The meeting was conducted in an orderly manner, with shareholders given the opportunity to ask questions and receive detailed responses from management.
• The EGM concluded at 11:25 a.m., with all four resolutions carried by substantial majorities.

Investor Takeaways

• GSH Corporation is embarking on a transformational journey, raising new capital, admitting a new major shareholder, and entering the digital asset mining industry.
• These strategic moves could reshape the company’s growth trajectory, but also entail risks typical of entering a new and volatile sector.
• Shareholders should monitor execution of the new business, management service effectiveness, and the company’s ability to achieve targeted cost efficiencies.
• Internal dissent at the board level may continue to influence strategic decisions going forward.

Disclaimer: This article is for information purposes only and does not constitute investment advice. Investors should conduct their own due diligence or consult with a professional advisor before making investment decisions. The information is based on the minutes of the GSH Corporation Limited EGM held on 30 October 2025 and may be subject to change or further developments.

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