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
and re-classification of 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 |
