Annual Report 2023

02 ABOUT ASTI

CONTENTS

09 CORPORATE INFORMATION

44 DIRECTORS' STATEMENT

07 KEY MANAGEMENT

10 CORPORATE GOVERNANCE REPORT

47 INDEPENDENT AUDITORS' REPORT

132 NOTICE OF ANNUAL GENERAL MEETING

08 GROUP FINANCIAL HIGHLIGHTS

SEEKING RE-ELECTION

51 FINANCIAL STATEMENTS

PROXY

FORM

CORPORATE OVERVIEW

ASTI Holdings Limited ("ASTI" or "the Group"), listed on the mainboard of the Singapore Exchange, is a global leader in backend Semiconductor Tape & Reel packaging and Integrated Circuit Programming Services. As one of the largest independent providers in the world, we serve a broad spectrum of integrated device manufacturers, contract manufacturers and component distributors worldwide. On 6 June 2022, ASTI received a delisting notification from SGX-STand trading in the Company's securities was ceased on 5 July 2022 and trading will remain suspended until the completion of an exit offer.

INTEGRATED SOLUTIONS AND SERVICES

With a robust and synergistic portfolio, the ASTI Group of companies delivers comprehensive, integrated solutions tailored to meet the diverse needs of our clients. Our extensive reach and capabilities position us as a trusted partner in the semiconductor industry.

GLOBAL OPERATIONS

Headquartered in Singapore, ASTI operates 7 strategically located factories across Southeast Asia, Greater China and the United Kingdom. This expansive network ensures we remain close to our customers, facilitating efficient distribution and exceptional service across key markets in Asia and beyond.

For more information, please visit our website at www.astigp.com.

DEAR SHAREHOLDERS,

The current Board of Directors was appointed on 15 and 16 January 2024. Upon our appointment, we took steps to complete the outstanding audit of the financial statements of ASTI Holdings Limited (the "Company") and its subsidiaries (collectively the "ASTI Group") starting with financial year ended 31 December 2022 ("FY2022"), and then financial year ended 31 December 2023 ("FY2023"). The Company appointed a new auditor on 15 May 2024 and held its FY2022 Annual General Meeting ("AGM") on 30 September 2024. We now present to the shareholders the audited financial statements for FY2023. The current Board was not involved in the business and strategy of the Group in the course of FY2023(1).

Further, as set out in the Company's announcement on 24 January 2024, the Company is in the process of reviewing the corporate and business dealings and transactions of the Group under the previous Board of Directors, and there may be a possibility that findings from such review might not be consistent with the contents of this report.

For FY2023, the ASTI Group recorded revenue of S$51.0 million,

1. decrease of S$16.0 million or 23.9% from S$67.0 million in FY2022.

Net loss for FY2023 was S$5.0 million, as compared to net profit of S$4.5m in FY2022. As of 31 December 2023, the Group held cash and cash equivalents of S$20.7 million and shareholders' equity of S$36.2 million.

The Group will commence audit for the financial year ended 31 December 2024 ("FY2024") immediately after the conclusion of FY2023 AGM, subject to the auditor being re-appointed at the same AGM, and hold the FY2024 AGM in due course.

OUTLOOK AND STRATEGY FOR FY2025 AND BEYOND

Since the Board took over in January 2024, we have carefully assessed the outlook for ASTI amidst the current global challenges. The sector we serve - assembly, testing and packaging - continues to experience softening demand for standard IC chips. Headwind from the ongoing global economic uncertainties, the US-China chip war and a tough business environment continue to impact our business industries we operate in. This has led to a more cautious stance from our customers, which has resulted in decreasing sales orders and lower volume. Against this backdrop, we anticipate that our sales and profit to be impacted in the near term, including FY2024 and extending into the financial year ending 31 December 2025 ("FY2025").

Given the expected softness in demand in FY2025, the Group will continue to be cautious in executing its strategies to navigate through the challenging environment. We are committed to maintaining our financial health while positioning ASTI for long-term growth. The semiconductor sector remains a key growth driver for the Group, and we believe that by implementing and executing the right strategies, we could be profitable in the coming years.

In light of the rapid changes in technologies and uncertainties globally, it is crucial that we continuously evaluate our business operations, ensuring that we remain agile and reactive to the evolving market landscape. Parts of our business that are no longer aligned with our strategic goals will be restructured to enhance overall efficiency.

APPRECIATION

On behalf of the Board of Directors, I would like to extend my heartfelt thanks to our management and staff for their dedication and contributions during these challenging times. We also deeply appreciate the continued support of our customers, shareholders, business partners, and suppliers.

I am confident that our strong foundation and the resilience of our team will enable us to navigate these challenges and achieve our long-term goals.

Yours Sincerely,

Ng Yew Nam

Chairman and Chief Executive Officer

MR. NG YEW NAM, 55

Executive Chairman and Chief Executive Officer

Mr. Ng was appointed as the Executive Director and Chief Executive Officer of ASTI Holdings Limited on 15 January 2024. He was appointed as the Executive Chairman of the board on 12 November 2024.

Mr. Ng is the Managing Director and Founder of iTrue Technologies Pte Ltd, leading the Company from its inception in 2005 until January 2024. Under his direction, iTrue Technologies specialized in automatic machine vision inspection for the Electronic and Passive Components Industries.

With strong business acumen and inspiring leadership, Mr. Ng played a pivotal role in securing numerous business accounts and cultivating a dedicated, high performing team. His critical thinking and foresight proved vital during challenging times, such as the 2008 global financial crisis and the COVID-19 pandemic, ensuring the Company's resilience and continued success.

In addition to his achievements at iTrue Technologies, Mr. Ng was appointed CEO of ASTI, where he was tasked with revitalizing the Company and driving its business forward.

MR. SOH POCK KHENG, 54

Executive Director and Chief Operating Officer

Mr. Soh was appointed as the Executive Director of ASTI Holdings Limited on 15 January 2024.

He was redesignated from Executive Director to Executive Director and Chief Operating Officer of ASTI Holdings Limited on 6 May 2024.

Mr. Soh has a depth of experience in the electronics industry having spent more than 20 years in various disciplines ranging from development of acoustics products use in computing, consumer and communication application. He is a co-founder of two technology companies in Singapore and China.

MR. WAN TAI FOONG, 56

Independent Non-Executive Director

Chairman, Audit Committee

Member, Nominating Committee

Member, Remuneration Committee

Mr. Wan was appointed to the Board as a Independent Non-Executive Director on 12 November 2024 and is the Chairman of the Audit Committee. He is currently the Chief Executive Officer of Qi Capital Pte. Ltd, a boutique advisory firm that advises private corporates on M&A and fund raising transactions.

Mr. Wan has a career spanning over 20 years in investment banking, with varied, in-depth exposure and experience in all aspects of mergers and acquisitions, restructuring and fund-raising transactions in different sectors.

Mr. Wan was also on the board of other listed Companies before and is currently a Non-Executive and Lead Independent Director of New Toyo International Holdings Limited.

Mr. Wan holds a Bachelor of Commerce from Murdoch University, Western Australia and is a member of CPA Australia.

Mr. Lam was appointed as the Independent Non-Executive Director of ASTI Holdings Limited on 16 January 2024. He was appointed as the Lead Independent Director on 12 November 2024.

Mr. Lam is also the Chairman of the Remuneration Committee and a member of both the Audit Committee and Nominating Committee.

He is also an Independent Director of Nippecraft Limited and XMH Holdings Ltd.

Mr. Lam graduated from the National University of Singapore with a Bachelor of Laws (LLB).

He was admitted to the Singapore Bar in 2002 and admitted as a Solicitor in England & Wales in 2008. He is a Notary Public and a Commissioner for Oaths. Mr. Lam is a Fellow of the Chartered Secretaries Institute of Singapore and is a member on its Management Council.

Mr. Yap was appointed as the Independent Non-Executive Director of ASTI Holdings Limited on 16 January 2024. He is also the Chairman of the Nominating Committee and a member of both the Audit Committee and Remuneration Committee.

Mr. Yap, is currently a Director in Quan Advisors Pte Ltd, the Mergers & Acquisition (M&A) practice of the SCS-Invictus Financial Services Group, and has held various senior regional M&A and Commercial Finance roles in his previous positions. Mr. Yap graduated from the University of New South Wales Australia with a Bachelor of Commerce (Accounting) and a Bachelor of Laws. He is also a Chartered Accountant (Australia & New Zealand).

MR. TAN SZE LENG

Chief Financial Officer, ASTI Holdings Limited

Mr. Tan joined the Group in May 2024. He oversees the Group's functions in accounting, finance, tax, corporate matters and investor relations. Prior to joining the Group, he was the Chief Financial Officer ("CFO") at Meta Health Limited from September 2022 to April 2024. Mr. Tan has over 20 years of professional experience in auditing, financial reporting, treasury, corporate fundraising and participated in various mergers and acquisitions activities. Mr. Tan obtained his Master of Business Administration from the Warwick Business School. He is a member of the Institute of Singapore Chartered Accountants, and a member of Institute of Valuers and Appraisers, Singapore (IVAS).

MR. ONG YU HUAT

Senior Vice President, Telford Group

Since beginning his career with Texas Instruments Singapore in 1986, Mr. Ong has held various key positions in manufacturing, purchasing, engineering and sales and marketing. Mr. Ong joined the Group in 1999. He holds a Bachelor of Science in Physics from the National University of Singapore.

MR. GARY SMITH

Managing Director, Reel Service Ltd, Scotland

Mr. Smith originally joined Reel Service in 1988 as Engineering Manager, then became Director of the Engineering for the Reel Service Group where he helped set up subsidiaries in Germany, Singapore, USA, Philippines and Israel. Prior to joining Reel Service, he spent 5 years working with Hughes Microelectronics (Now Raytheon) where he gained extensive knowledge and experience in Quality, Project and Process Engineering. In 2002 Mr. Smith set up his own company in Property Development & Project Management. Prior to starting back with Reel Service in August 2015, Mr. Smith was working with charity based Housing Associations dealing with Property Development & Maintenance.