Shen Yao Holdings Limited: Investor Update – Critical Developments as of January 2026

Date: 6 January 2026

Key Points from the Latest Monthly Update

• Legal Proceedings and Corporate Restructuring:
  • Shen Yao Holdings Limited (“the Company”) remains designated as a “cash company” under SGX Catalist Rule 1017 due to the loss of its operating subsidiaries.
  • The Company has resolved a claim initiated by Golden Point Group Pty Ltd (in liquidation) and all actions against the Company have been discontinued by the High Court as of February 2025.
  • A statutory demand from Tomson Pte. Ltd. in February 2025 led to a court injunction restraining Tomson from commencing winding-up proceedings. This injunction remains pending final determination of the Originating Claim.
  • Mediation efforts regarding the Originating Claim have failed to reach a settlement, with the next Registrar’s Case Conference adjourned to 19 January 2026. Importantly, the Company is not a party to the Originating Claim.
• Business Development and Strategic Transactions:
  • On 21 March 2025, the Company entered into an Agent Agreement with JCS INVD PTE LTD (“JCS”) to secure 3.5 million tons of coal within 24 months. The Company acts as an agent, responsible for negotiating with coal suppliers.
  • By August 2025, the Company successfully facilitated the initial coal contract for JCS and is actively sourcing further suppliers for diversification.
  • On 15 December 2025, Shen Yao entered a binding memorandum of understanding to acquire Zion Mobility Pte. Ltd. (“Zion Mobility”). This acquisition, if completed, will result in a reverse takeover under SGX Catalist Chapter 10, potentially transforming the Company’s business profile and is highly price-sensitive.
  • To support the Zion Mobility acquisition and working capital, the Company secured an unsecured, non-interest-bearing loan of up to S\$2.0 million from a Zion Mobility co-founder and a commitment from Zion Mobility to finance S\$1.0 million of transaction-related fees.
• Regulatory and Listing Status:
  • The Company’s shares remain suspended from trading on the SGX-ST since 24 March 2023.
  • Multiple applications for extension of time to comply with listing requirements have been withdrawn; a revised application is being prepared for re-submission.
• Financial Position as of 30 November 2025:
  • The Company currently has no operating business and has not released quarterly or annual financial statements since 30 September 2022.
  • Assets: S\$69,000 (Cash: S\$2,000; Receivables: S\$67,000)
  • Liabilities: S\$6.53 million (Payables: S\$3.166 million; Borrowings: S\$3.365 million)
  • Net Liabilities: S\$6.462 million
  • Cash movements in November 2025: Opening S\$3,000, received S\$37,000 in director loans, paid S\$38,000 in expenses; closing balance S\$2,000.
  • The Company has clarified a past accounting error: an amount previously classified as “due to Claimant” has now been retrospectively corrected to reflect a dividend or capital reduction, not a loan.
  • If required, the Company may seek a waiver for escrow obligations under Rule 1017(1)(a).

Important Shareholder Information & Price-Sensitive Issues

• Reverse Takeover Potential: The proposed acquisition of Zion Mobility could fundamentally alter the Company’s business, trigger a reverse takeover, and potentially lead to the resumption of trading. This is a critical development that could significantly impact share value depending on completion and terms.
• Legal Risks Mitigated: The discontinuance of legal action by Golden Point Group and the successful injunction against Tomson Pte. Ltd. reduce immediate insolvency risk, stabilizing the Company’s prospects.
• Financial Stress: The Company remains in a distressed financial position with net liabilities exceeding assets and ongoing reliance on director loans for working capital.
• Listing Status: Share suspension continues; shareholders should monitor developments related to listing extension applications and potential resumption of trading.
• Mediation Outcome Pending: The unresolved dispute involving the Originating Claim could introduce further uncertainty.

Next Steps for Investors

• Monitor announcements regarding the Zion Mobility acquisition, as completion could be a major catalyst for share price movement.
• Stay informed on legal proceedings and mediation outcomes, which could affect the Company’s solvency and business continuity.
• Watch for updates on listing status and financial disclosures, especially any revised application to SGX-ST for continued listing.
• Consider the ongoing financial challenges and lack of operating income before making investment decisions.

Disclaimer

This article is prepared for informational purposes only and does not constitute financial advice or a recommendation to buy or sell any securities. Investors are advised to consult with their professional advisers and to exercise caution, given the Company’s suspended trading status, unresolved legal matters, and significant financial risks.

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