UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2025
Commission File Number 001-42381
INNEOVA Holdings Limited
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s Name Into English)
14 Ang Mo Kio Street 63
Singapore 569116
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
The annual general meeting (the “Meeting”) of INNEOVA Holdings Limited (the “Company”) was held on August 25, 2025 at 10:00 a.m. (Singapore time) at 14 Ang Mo Kio Street 63, Singapore 569116.
At the close of business on August 21, 2025, the record date for the determination of shareholders entitled to vote (the “Record Date”), there were 16,545,624 Ordinary Shares outstanding, each share being entitled to one vote. Holders of 14,606,980 Ordinary Shares of the Company as of the Record Date were present in person or by proxy at the Meeting and constituted a quorum.
At the Meeting, the shareholders of the Company voted for the following resolutions, pursuant to the accompanying voting results:
Resolution 1.a:
“RESOLVED, AS AN ORDINARY RESOLUTION, THAT Han Yee Yan be re-elected as a director of the Company.
Voting Results:
| FOR | AGAINST | ABSTAIN | ||
14,587,122 Ordinary Shares (99.86%) |
18,358 Ordinary Shares (0.13%) |
1,500 Ordinary Shares (<0.1%) |
Ordinary Resolution 1.a passed.
Resolution 1.b:
“RESOLVED, AS AN ORDINARY RESOLUTION, THAT Neo Chin Heng be re-elected as a director of the Company.
Voting Results:
| FOR | AGAINST | ABSTAIN | ||
14,587,051 Ordinary Shares (99.86%) |
18,429 Ordinary Shares (0.13%) |
1,500 Ordinary Shares (<0.1%) |
Ordinary Resolution 1.b passed.
Ordinary Resolution 2:
“RESOLVED, AS AN ORDINARY RESOLUTION, THAT the appointment as YCM CPA INC as independent auditor of the Company for the financial year ending December 31, 2025 be ratified.
Voting Results:
| FOR | AGAINST | ABSTAIN | ||
14,599,115 Ordinary Shares (99.95%) |
6,365 Ordinary Shares (0.04%) |
1,500 Ordinary Shares (<0.1%) |
Ordinary Resolution 2 passed.
Special Resolution 3:
“RESOLVED, AS A SPECIAL RESOLUTION, THAT
| (A) | the shares of the Company be re-designated and re-classified (the “Redesignation and Reclassification of Share Capital”) such that the currently authorised share capital of the Company shall be re-classified and re-designated from (i) US$100,000 divided into 200,000,000 ordinary shares of a nominal or par value of US$0.0005 each to (ii) US$100,000 divided into 150,000,000 Class A ordinary shares of a nominal or par value of US$0.0005 each, 25,000,000 Class B ordinary shares of a nominal or par value of US$0.0005 each, and 25,000,000 Preferred Shares of a nominal or par value of US$0.0005 each, by the re-designation and re-classification of (x) 137,454,376 unissued Ordinary Shares of a nominal or par value of US$0.0005 each into 137,454,376 unissued Class A ordinary shares of a nominal or par value of US$0.0005 each, (y) 21,000,000 unissued Ordinary Shares of a nominal or par value of US$0.0005 each into 21,000,000 unissued Class B ordinary shares of a nominal or par value of US$0.0005 each, and (z) 25,000,000 unissued Ordinary Shares of a nominal or par value of US$0.0005 each into 25,000,000 unissued Preferred Shares of a nominal or par value of US$0.0005 each, and the currently issued 16,545,624 ordinary shares of a nominal or par value of US$0.0005 each in the Company be and are re-designated and re-classified into 4,000,000 Class B ordinary shares of a nominal or par value of US$0.0005 each with 100 votes per share (the “Class B Ordinary Shares”), 12,545,624 Class A ordinary shares of a nominal or par value of US$0.0005 each with 1 vote per share (the “Class A Ordinary Shares”) and 0 preferred shares of a nominal or par value of US$0.0005 each, on a one for one basis, as follows: |
| Name of Shareholder | Number of existing ordinary shares held | Number and class of shares to be held after the re-designation shares of the Company | ||||
| Soon Aik Global Pte. Ltd. | 14,561,249 | 10,561,249 Class A Ordinary Shares | ||||
| 4,000,000 Class B Ordinary Shares | ||||||
| All other shareholders | 1,984,375 | 1,984,375 Class A Ordinary Shares | ||||
| Total | 16,545,624 | |||||
| (B) | the existing clause 8 of the existing memorandum of association be deleted in its entirety and be replaced with the following new clause 8:
“8. The share capital of the Company is US$100,000 divided into (a) 150,000,000 Class A Ordinary Shares with a par value of US$0.0005 each, (b) 25,000,000 Class B Ordinary Shares with a par value of US$0.0005 each and (c) 25,000,000 Preferred Shares with a par value of US$0.0005 each of such class or classes (however designated) as the Board may determine in accordance with Article 13 of the Articles of Association of the Company, with the power for the Company, insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said share capital subject to the provisions of the Companies Act (As Revised) and the Articles of Association of the Company and to issue any part of its capital, whether original, redeemed or increased, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions; and so that, unless the conditions of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.”; and | |
| (C) | the Amended and Restated Memorandum of Association and Second Amended and Restated Articles of Association of the Company as set forth in Annex A to this notice (the “Amended and Restated Memorandum and Articles of Association”) be adopted in substitution for and to the exclusion of the Memorandum of Association and Amended and Restated Articles of Association of the Company currently in effect, to reflect the dual-class share structure and set out the rights and privileges of Class A Ordinary Shares and Class B Ordinary Shares. |
Voting Results:
| FOR | AGAINST | ABSTAIN | ||
14,584,989 Ordinary Shares (99.85%) |
19,985 Ordinary Shares (0.14%) |
2,006 Ordinary Shares (<0.1%) |
Special Resolution 3 passed.
Ordinary Resolution 4:
“RESOLVED, AS AN ORDINARY RESOLUTION, THAT
| (A) | a share consolidation of the Company’s all issued and unissued shares of whatever classes and series be approved at a ratio of not less than one(1)-for-two(2) and not more than one (1)-for-fifty (50) (the “Range”), with the exact ratio to be set at a whole number within this Range to be determined by the Board of the Directors of the Company (the “Board”) in its sole discretion within 180 calendar days after the date of passing of these resolutions (the “Share Consolidation”); and |
| (B) | in respect of any all fractional entitlements to the issued consolidated shares resulting from the Share Consolidation, if so determined by the Board in its sole discretion, the directors be and are hereby authorized to settle as they consider expedient any difficulty which arises in relation to the Share Consolidation, including but without prejudice to the generality of the foregoing capitalizing all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether or not the same is available for distribution and applying such sum in paying up unissued shares to be issued to shareholders of the Company to round up any fractions of shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation. |
Voting Results:
| FOR | AGAINST | ABSTAIN | ||
14,587,489 Ordinary Shares (99.87%) |
19,484 Ordinary Shares (0.13%) |
7 Ordinary Shares (<0.1%) |
Ordinary Resolution 4 passed.
Ordinary Resolution 5:
“RESOLVED, AS AN ORDINARY RESOLUTION, THAT each of the directors and officers of the Company is authorized to take any and every action that might be necessary to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks fit.
Voting Results:
| FOR | AGAINST | ABSTAIN | ||
14,588,471 Ordinary Shares (99.87%) |
13,708 Ordinary Shares (0.09%) |
4,801 Ordinary Shares (<0.1%) |
Ordinary Resolution 5 passed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SAG Holdings Limited | ||
| Date: August 28, 2025 | By: | /s/ Neo Chin Heng |
| Neo Chin Heng | ||
| Chief Executive Officer | ||