Shen Yao Holdings Limited Extraordinary General Meeting: Key Developments Affecting Shareholders

1. Overview of the Meeting

Shen Yao Holdings Limited convened its Extraordinary General Meeting (EGM) on 9 April 2026 at the Lifelong Learning Institute in Singapore. The meeting was chaired by Mr. Pang Kee Chai, Jeffrey, the Executive Director and Group CEO, with the attendance of shareholders and company officers. The main purpose of the EGM was to seek shareholder approval for the change of statutory auditors.

2. Key Resolutions and Voting Outcomes

• Change of Auditors: Shareholders approved the resignation of Baker Tilly TFW LLP (BT) and the appointment of CLA Global TS Public Accounting Corporation (CLA) as the new auditors. This change will take effect after (i) shareholders’ approval and (ii) notification by the Accounting and Corporate Regulatory Authority (ACRA) of their consent to BT’s resignation. CLA will serve as auditors until the conclusion of the next Annual General Meeting, for terms to be agreed with the company.
• Poll Results: The resolution was overwhelmingly passed, with 18,164,626,574 shares (99.998%) voting in favour and only 350,000 shares (0.002%) against.

3. Critical Shareholder Questions and Company Responses

a. Pending Audited Financial Statements

Shareholders inquired about the status of the unaudited financial statements. The company clarified that the last audited accounts lodged were for the financial year ended 30 June 2022. Subject to CLA’s appointment, the new auditors are expected to complete audits for the financial years ended 30 June 2023, 2024, and 2025 within three to six months. This is a crucial development, as the absence of audited statements has likely contributed to trading suspension and uncertainty regarding the company’s financial health.

b. Trading Suspension and Potential Resumption

A significant topic discussed was the ongoing suspension of Shen Yao Holdings’ shares. The company reiterated that it had entered into a binding memorandum of understanding on 15 December 2025 with Zion Mobility Pte. Ltd. for a proposed acquisition of Zion Mobility’s total issued and paid-up share capital. If successful, this transaction will constitute a reverse takeover under the SGX Catalist Rules. Management expects to complete the transaction within six months, subject to shareholder and SGX-ST approvals. If completed, this could lead to the lifting of the trading suspension and resumption of share trading—a highly price-sensitive event for investors.

c. Risk of Winding-Up Proceedings

Concerns were raised about the risk of company liquidation. Management responded that, as of a 19 May 2025 announcement, the Singapore High Court had granted an order restraining any winding-up proceedings against the company pending final determination of a legal claim dated 7 June 2024. While this provides temporary protection, shareholders should note ongoing litigation risks.

d. Current Financial Position and Asset Status

The company addressed queries regarding its financial position, admitting that, following events in 2023, it lost control of its principal gold mining subsidiaries in Australia. The subsidiaries were disposed of by liquidators to settle debts. As a result, Shen Yao Holdings is now designated as a “cash company” under the Catalist Rules, indicating it no longer holds significant operating assets in gold mining. This change in business status is a material update for investors and may significantly impact valuation and future business direction.

4. Price Sensitive and Material Information for Investors

• Pending Audited Accounts: The company’s inability to file audited financial statements for three consecutive years is a major compliance issue. However, the appointment of new auditors and the timeline to resolve this could be positive for regulatory compliance and investor confidence.
• Reverse Takeover with Zion Mobility: This deal, if completed, could transform the company’s business model and trigger the resumption of trading, potentially leading to significant share price movement.
• Litigation Risks: While the company is currently protected from winding-up proceedings, the outcome of the ongoing litigation remains uncertain and could impact future operations and solvency.
• Loss of Gold Mining Assets: Investors should be aware that the company no longer controls its former gold mining subsidiaries and is essentially operating as a cash shell pending new business developments.

5. Conclusion

The EGM of Shen Yao Holdings Limited has brought several critical updates for investors. The company is actively addressing regulatory and financial reporting issues, seeking a strategic business transformation through a reverse takeover, and navigating ongoing litigation. The resolution of these matters—especially the completion of the Zion Mobility acquisition and lifting of trading suspension—could have a significant impact on the company’s prospects and share price.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation. Shareholders and potential investors should conduct their own due diligence and consult professional advisors before making investment decisions. The information provided is based on company minutes and public disclosures as of the date of the EGM.

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