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Zhongxin Fruit and Juice Limited (ZXFJ) is one of those surviving S-Chip that has actually lasted over 2 decades. It first IPO-ed on SGX in 2004 as New Lakeside Holdings, manufacturing apple concentrate in Mainland China. In 2008, a SOE SDIC Zhonglu Fruit Juice (SDICZL) came in as a partner via injecting its apple juice mfg ops into the company for a ~24% stake. The original founders Go Twan Heng and his wife (Ho Kam Har) continued to maintain a ~40% stake and had operational control.
New Lakeside Holdings (pre ZXFJ) was hit with a major scandal as the Mgt (under original founders Go/Ho) gave unauthorized loan guarantees to a 3rd party entity related to Go Twan Heng in 2008. This loan guarantee only surfaced out in 2010 after the loan bank froze New Lakeside Holdings (pre ZXFJ)'s mainland China bank accounts when the 3rd party entity defaulted. New Lakeside Holdings (pre ZXFJ) subsequently went into judicial mgt (JM) from 2010 - 2012.
Under JM, creditors had to take a hair-cut to their owed debt and converted their debt to new equity. The SOE partner SDICZL did a capital injection and became its parent. It also took over operation control from the previously founder-led Mgt.
In March2013, it changed its name to ZXFJ and trading resumed on the SGX. The ownership% became SDICZL~53% and Go/Ho (original founders)~27%. ZXFJ sells almost all the apple concentrate/fructose that it manufactures to its new parent SDICZL and this interested party transaction (IPT) has to be put for as a resolution for approval in the AGM annually. The original founders Go/Ho owns >50% of the minority vote and so in practice, they decide whether this resolution is passed or not.
Now for every AGM since 2014, Go/Ho had either voted FOR the IPT resolution or abstained from voting. This went along until the latest AGM held on 27th Oct 2026, where the IPT resolution did not pass. 283.9mil (or 99.9% of votes) voted AGAINST the IPT resolution, and this 283.9mil of votes coincide with Go/Ho's shareholding (based on AR26).
ZXFJ can't operate on a going concern without passing this IPT resolution. I wonder what mitigation actions will SDICZL take so that ZXFJ can continue operating as normal? And more importantly, after allowing ZXFJ to deal with SDICZL for more than a decade, why did Go/Ho change their mind? Are they forcing some sort of hand from SDICZL?
RESULTS OF ANNUAL GENERAL MEETING
The Company notes that Resolution 6 in relation to the Renewal of IPT General Mandate was not carried. The Company wishes to highlight that historically, the Groupâs sales have been predominantly made to interested persons as defined under Chapter 9 of the Catalist Rules under the IPT General Mandate. Given that such mandate has not been renewed, the Group will not be able from the date of the AGM enter into new transactions with interested persons above the prescribed thresholds under the Catalist Rules without first seeking shareholdersâ approval. The Company expects that this may have an impact the Groupâs operations and financial performance and are exploring alternative arrangements to mitigate any such potential impact on the Group
https://links.sgx.com/FileOpen/Zhongxin%...eID=909417
New Lakeside Holdings (pre ZXFJ) was hit with a major scandal as the Mgt (under original founders Go/Ho) gave unauthorized loan guarantees to a 3rd party entity related to Go Twan Heng in 2008. This loan guarantee only surfaced out in 2010 after the loan bank froze New Lakeside Holdings (pre ZXFJ)'s mainland China bank accounts when the 3rd party entity defaulted. New Lakeside Holdings (pre ZXFJ) subsequently went into judicial mgt (JM) from 2010 - 2012.
Under JM, creditors had to take a hair-cut to their owed debt and converted their debt to new equity. The SOE partner SDICZL did a capital injection and became its parent. It also took over operation control from the previously founder-led Mgt.
In March2013, it changed its name to ZXFJ and trading resumed on the SGX. The ownership% became SDICZL~53% and Go/Ho (original founders)~27%. ZXFJ sells almost all the apple concentrate/fructose that it manufactures to its new parent SDICZL and this interested party transaction (IPT) has to be put for as a resolution for approval in the AGM annually. The original founders Go/Ho owns >50% of the minority vote and so in practice, they decide whether this resolution is passed or not.
Now for every AGM since 2014, Go/Ho had either voted FOR the IPT resolution or abstained from voting. This went along until the latest AGM held on 27th Oct 2026, where the IPT resolution did not pass. 283.9mil (or 99.9% of votes) voted AGAINST the IPT resolution, and this 283.9mil of votes coincide with Go/Ho's shareholding (based on AR26).
ZXFJ can't operate on a going concern without passing this IPT resolution. I wonder what mitigation actions will SDICZL take so that ZXFJ can continue operating as normal? And more importantly, after allowing ZXFJ to deal with SDICZL for more than a decade, why did Go/Ho change their mind? Are they forcing some sort of hand from SDICZL?
RESULTS OF ANNUAL GENERAL MEETING
The Company notes that Resolution 6 in relation to the Renewal of IPT General Mandate was not carried. The Company wishes to highlight that historically, the Groupâs sales have been predominantly made to interested persons as defined under Chapter 9 of the Catalist Rules under the IPT General Mandate. Given that such mandate has not been renewed, the Group will not be able from the date of the AGM enter into new transactions with interested persons above the prescribed thresholds under the Catalist Rules without first seeking shareholdersâ approval. The Company expects that this may have an impact the Groupâs operations and financial performance and are exploring alternative arrangements to mitigate any such potential impact on the Group
https://links.sgx.com/FileOpen/Zhongxin%...eID=909417
I am not a certified financial advisor and so nothing of what I say should be construed as financial advice. Please consult a certified financial advisor for advice instead.
