TRITECH GROUP LIMITED

(Company Registration No. 200809330R)

(Incorporated in the Republic of Singapore)

PROPOSED CONVERSIONS OF OUTSTANDING AMOUNTS OWED BY THE COMPANY INTO NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY

1. INTRODUCTION

1.1. The board of directors (the “ Board ” or “ Directors ”) of Tritech Group Limited (the “ Company ” and together with its subsidiaries, the “ Group ”) wishes to announce that the Company had on 8 January 2026 entered into separate debt conversion deeds (collectively, the “ Debt Conversion Deeds ”) with the following persons (collectively, the “ Lenders ”, and each, a “ Lender ”) for the proposed conversions of outstanding debts owing by the Company into new ordinary shares in the capital of the Company (the “ Debt Conversion Shares ”) at a conversion price of S$0.0130 (the “ Debt Conversion Price ”) per Debt Conversion Share:
(a) Lee Sui Hee (“ LSH Debt Conversion ”); and
(b) Zhou Xinping (“ ZXP Debt Conversion ”, and together with the LSH Debt Conversion, the “ Proposed Debt Conversions ”).
1.2. The Proposed Debt Conversions will be subject to the approval of shareholders of the Company (“ Shareholders ”) at an extraordinary general meeting of the Company (“ EGM ”) to be convened. A circular (“ Circular ”) containing details of, inter alia , the Proposed Debt Conversions will be issued by the Company in due course.

2. INFORMATION ON THE LENDERS AND THE PROPOSED DEBT CONVERSIONS

2.1. Lee Sui Hee
2.1.1. Lee Sui Hee is a substantial shareholder of the Company holding 93,310,612 ordinary shares (“ Shares ”), representing approximately 6.59% of the existing issued share capital of the Company.
2.1.2. As at the date of the relevant Debt Conversion Deed, the Company owes Lee Sui Hee an aggregate outstanding amount of S$5,708,162.18 (“ LSH Debt ”), pursuant to the following:
- (a) a loan agreement dated 1 November 2018 entered into between Lee Sui Hee and the Company, pursuant to which Lee Sui Hee had agreed to provide the Company with an interest-bearing loan of NZD3,000,000, bearing an interest rate of 10% per annum. As of the date of this announcement, an aggregate of NZD4,409,264 (approximately S$3,272,115.42[1] ) remains outstanding under this loan, comprising NZD3,000,000 in principal and NZD1,409,264 in accrued but unpaid interest; and
- (b) a loan agreement dated 6 December 2018 entered into between Lee Sui Hee and the Company, pursuant to which Lee Sui Hee had agreed to provide the Company with an interest-bearing loan of S$2,000,000, bearing an interest rate
1 Based on exchange rate of NZD1 to S$0.7421

of 4.96% per annum. As of the date of this announcement, an aggregate of S$2,436,046.76 remains outstanding under this loan, comprising S$2,000,000 in principal and S$436,046.76 in accrued but unpaid interest.

2.2. Zhou Xinping

2.2.1. Zhou Xinping is an Executive Director and an existing shareholder of the Company holding 6,000 Shares, representing less than 0.001% of the existing issued share capital of the Company.
2.2.2. As at the date of the relevant Debt Conversion Deed, the Company owes Zhou Xinping an aggregate outstanding amount of S$352,389 (“ ZXP Debt ”), which are non-interest bearing.
2.3.

Proposed Debt Conversions

2.3.1. Pursuant to the Debt Conversion Deeds, the respective Lenders have agreed to convert the LSH Debt and the ZXP Debt (as the case may be) into Debt Conversion Shares at the Debt Conversion Price. The Debt Conversion Shares will be issued in full repayment of the LSH Debt and the ZXP Debt. Upon the allotment and issuance of the Debt Conversion Shares to the respective Lenders, the LSH Debt and the ZXP Debt shall be deemed to be fully repaid. The Proposed Debt Conversions will not result in any new cash proceeds for the Company.
2.3.2. There are no share borrowing arrangements entered into to facilitate the Proposed Debt Conversions. No placement agent has been appointed, and no introducer fee or commission was paid or is payable in connection with the Proposed Debt Conversions.
2.3.3. The allotment and issuance of the Debt Conversion Shares pursuant to the Proposed Debt Conversions will be undertaken pursuant to the private placement exemption under Section 272B of the Securities and Futures Act 2001 of Singapore. As such, no prospectus or offer information statement will be issued by the Company in connection with the Proposed Debt Conversions.
2.3.4. The Lenders have confirmed to the Company that except as disclosed in this announcement they do not have any other existing interest (whether direct or indirect) in the Shares or convertible securities of the Company. The Lenders will not be holding the Debt Conversion Shares on trust or as a nominee. Each of the Lenders is not acting in concert with each other, or with any other person or company, and have not entered into any agreement, arrangement or understanding (whether oral or in writing) with any person or company to act as parties in concert in relation to the Company’s Shares, within the definition of the Singapore Code on Take-overs and Mergers.
2.3.5. To the best of the Company’s knowledge, except as disclosed in this announcement, the Lenders have no connection (including business relationship) with any of the Company, Directors or its substantial shareholders.

3. KEY TERMS OF THE PROPOSED DEBT CONVERSIONS

3.1. Debt Conversion Price
3.1.1. The Debt Conversion Price represents a premium of approximately 62.50% to the volume weighted average price of S$0.008 per Share for trades done in respect of the

Shares on the Catalist of the Singapore Exchange Securities Trading Limited (“ SGXST ”) (“ Catalist ”) on 30 December 2025, being the last full market day preceding the date that the Debt Conversion Deeds were signed.

3.1.2. The Debt Conversion Price was mutually agreed between the parties and arrived after taking into consideration, inter alia, the prevailing market conditions, financial performance of the Group and the current share price of the Company.

3.2. Debt Conversion Shares

3.2.1. Pursuant to the Debt Conversion Deeds, the Company shall issue and allot an aggregate of up to 466,196,244 Debt Conversion Shares at the Debt Conversion Price in the following proportions:

Lender	Outstanding Debt (S$)	Number of Debt Conversion Shares	Percentage of Debt Conversion Shares based on the existing share capital of the Company(1) (%)	Percentage of Debt Conversion Shares based on the enlarged share capital of the Company(2) (%)
Lee Sui Hee	5,708,162.18	439,089,398	31.00	23.32
Zhou Xinping	352,389.00	27,106,846	1.91	1.44
Total	6,060,551.18	466,196,244	32.91	24.76

Notes:

(1) The percentage shareholding interest is computed based on the existing issued and paid-up share capital (excluding treasury shares and subsidiary holdings) of the Company comprising 1,416,534,398 Shares as at the date of this announcement.
(2) The percentage shareholding interest is computed based on the enlarged issued and paid-up share capital (excluding treasury shares and subsidiary holdings) of the Company comprising 1,882,730,642 Shares.
(3) Any discrepancies in the figures and the totals thereof are due to rounding. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures that precede them.
3.2.2. The Debt Conversion Shares represent approximately 32.91% of the existing issued and paid-up share capital of the Company comprising 1,416,534,398 Shares (excluding treasury shares and subsidiary holdings) as at the date of this announcement and will represent approximately 24.76% of the enlarged issued and paid-up share capital of the Company of 1,882,730,642 Shares (excluding treasury shares and subsidiary holdings). Please refer to Appendix A of this announcement for a pro forma illustration of the shareholding interests of the Lenders upon completion of the Proposed Debt Conversions.
3.2.3. The Debt Conversion Shares will be issued free from all claims, charges, liens, pledges, mortgages, and other encumbrances whatsoever and shall rank pari passu in all respects with and carry all rights similar to the existing issued Shares, except that they will not rank for any dividend, right, allotment or other distributions, the Record Date (as defined below) for which falls on or before the date of the allotment and issue of the Debt Conversion Shares. For the purposes of this paragraph, “ Record Date ” means the date fixed by the Company for the purposes of determining entitlements to dividends or other distributions to or rights of holders of Shares.

3.3. Conditions Precedent

Completion of the respective Proposed Debt Conversions is conditional upon the following conditions (“ Conditions ”):

(a) the approval of Independent Shareholders’ having been obtained at a general meeting of the Company to be duly convened for the Proposed Debt Conversions, including the allotment and issuance of the Debt Conversion Shares, as required under Rules 803, 805 and 812 (as the case may be) of the Listing Manual Section B: Catalist Rules of the SGX-ST (the “ Catalist Rules ”) (the “ Proposed Debt Conversion Resolutions ”);
(b) the listing and quotation notice (“ LQN ”) from the SGX-ST being obtained for the listing and quotation of the Debt Conversion Shares on the Catalist (and the SGX-ST not having revoked, rescinded or cancelled such approval before the Completion Date), and if obtained on conditions, to the extent that any such conditions are required to be fulfilled on or before the date of completion of the Proposed Debt Conversion (the “ Completion Date ”), they are so fulfilled;
(c) the Proposed Debt Conversion and the allotment and issuance of the Debt Conversion Shares having been approved by the Board;
(d) all other necessary consents, approvals and waivers required from any person, financial institution or regulatory body or authority of Singapore or elsewhere under any and all agreements applicable to the Company and/or applicable laws for the Proposed Debt Conversion and to give effect to the Proposed Debt Conversion being obtained and not having been revoked or amended before the Completion Date;
(e) the Proposed Debt Conversion not being prohibited by any statute, order, rule or regulation promulgated after the date of this Deed by any applicable legislative, executive or regulatory body or authority;
(f) there having been no occurrence of any event or discovery of any fact rendering any of the relevant warranties in the Debt Conversion Deeds untrue or incorrect in any material respect as at the Completion Date as if they had been given again on the Completion Date; and
(g) the Company and the Lender not being in breach of any of their respective undertakings and the covenants in this Deed as at the Completion Date.

3.4. Completion

The completion of the respective Proposed Debt Conversions will occur on the date falling five (5) business days after all of the Conditions have been satisfied and/or waived, or such other date as may be mutually agreed between the respective Lenders and the Company.

4. SHAREHOLDERS’ APPROVAL FOR THE PROPOSED DEBT CONVERSIONS AND ABSTENTION FROM VOTING

4.1. Pursuant to Section 161 of the Companies Act 1967 and Rule 805 of the Catalist Rules, the Proposed Debt Conversions and the issuance of the Debt Conversion Shares will be made pursuant to specific approval of Shareholders to be obtained at an EGM to be convened. For the avoidance of doubt, the Company will not be relying on its existing general share issue

mandate approved by Shareholders at the annual general meeting held on 29 July 2025 for the allotment and issuance of the Debt Conversion Shares.

4.2. Rules 812(1) and 812(2) of the Catalist Rules provide that, inter alia , an issue of shares must not be placed to the issuer’s directors and substantial shareholders unless specific shareholders’ approval has been obtained for such placement, and the person, and its associates, must abstain from voting on the resolution approving the placement. As both Lee Sui Hee and Zhou Xinping are persons falling within the categories set out in Rule 812 of the Catalist Rules, the Company will seek approval from Shareholders for each of the LSH Debt Conversion and ZXP Debt Conversion.
4.3. Upon completion of the Proposed Debt Conversions, Lee Sui Hee will hold 532,400,010 Shares, representing approximately 28.28% of the enlarged issued share capital of the Company and become a controlling shareholder of the Company. The Company will seek specific approval from Shareholders for the transfer of controlling interest to Lee Sui Hee in respect of the LSH Debt Conversion pursuant to Rule 803 of the Catalist Rules.
4.4. Accordingly, Lee Sui Hee, Zhou Xinping and their respective associates will abstain from voting on the relevant Proposed Debt Conversions resolutions.

5. ZXP DEBT CONVERSION AS AN INTERESTED PERSON TRANSACTION UNDER CHAPTER 9 OF THE CATALIST RULES

5.1. Transactions entered into between an issuer’s “interested person” and the issuer, its subsidiaries or associated companies (which the listed group or its interested persons have control over) are deemed “interested person transactions” (“ IPT ”) and subject to Chapter 9 of the Catalist Rules. Zhou Xinping is an Executive Director of the Company and is deemed to be an interested person as defined under Chapter 9 of the Catalist Rules. Accordingly, the ZXP Debt Conversion constitutes an IPT. The other Lender, Lee Sui Hee is not interested person as defined under Chapter 9 of the Catalist Rules.
5.2. Based on the Company's latest audited financial statements for FY2025, the Group was in a negative NTA position of approximately S$3,519,137. Given that the Group’s latest audited NTA as at 31 March 2025 is negative, it might not be meaningful to adopt the NTA as the basis to compute the materiality threshold in relation to Rule 905 and Rule 906. Pursuant to Rule 905(4) and Rule 906(3) of the Catalist Rules, if the group's latest audited NTA is negative, the issuer should consult the SGX-ST on the appropriate benchmark to calculate the relevant thresholds in Rules 905(1), 905(2) and 906(1) of the Catalist Rules, which may be based on its market capitalisation. The Company will be consulting SGX-ST on the appropriate benchmark to calculate the relevant thresholds in Rules 905(1), 905(2) and 906(1) of the Catalist Rules, which may be based on the market capitalisation of the Company as at 31 March 2025.
5.3. Assuming that market capitalisation of the Company as at 31 March 2025 is the appropriate benchmark to calculate the relevant thresholds in Rules 905(1), 905(2) and 906(1) of the Catalist Rules (“ IPT Reference Date ”), the value of the ZXP Debt Conversion of S$352,389 represents approximately 3.73% of the Company market capitalisation of S$9,452,275 (computed based on the volume weighted average price of $0.0080 and the number of Shares then in issue of 1,181,534,398 Shares) as at 26 March 2025, being the last market day on which the Company’s Shares were traded before IPT Reference Date. As such, the ZXP Debt Conversion constitutes a discloseable IPT under Rule 905(1) of the Catalist Rules.
5.4. Save as disclosed above, there are no other IPTs entered into between the Company and Zhou Xinping or his associates for the current financial year ending 31 March 2026 up to the date of this announcement.

5.5. The Audit Committee of the Company having considered, inter alia , the terms and conditions of the Debt Conversion Deeds, the rationale for the Proposed Debt Conversions, the Debt Conversion Price, the financial performance of the Group and the financial effects of the Proposed Debt Conversion, is of the opinion that the ZXP Debt Conversion is on normal commercial terms, and is not prejudicial to the interests of the Company and its minority Shareholders.

6. ADDITIONAL LISTING APPLICATION

The Company will be applying to the SGX-ST, through its sponsor, UOB Kay Hian Private Limited (“ Sponsor ”), for the dealing in, listing of and quotation for the Debt Conversion Shares on the Catalist and will make the necessary announcement upon receipt of the LQN from the SGX-ST.

7. RATIONALE FOR THE PROPOSED DEBT CONVERSIONS

7.1. The rationale of the Proposed Debt Conversions is to reduce the Group’s indebtedness, improve the Group’s debt-equity ratio, and eliminate the need for any cash repayment, in view of the current financial and cash position of the Group. The Proposed Debt Conversions is also intended to provide greater financial stability to the Group and to alleviate pressures on its cash flow.
7.2. The Board is of the opinion that the successful completion of the Proposed Debt Conversions would enable the Group to deploy more of its cash flow towards its ongoing business operations and/or to explore other business opportunities, instead of being committed towards debt servicing and repayment.
7.3. The Proposed Debt Conversion is also a demonstration of the Lenders’ continued support for and confidence in the viability and long-term prospects of the Group.

8. FINANCIAL EFFECTS OF THE PROPOSED DEBT CONVERSIONS

8.1. The pro forma financial effects of the Proposed Debt Conversions set out below are strictly for illustrative purposes and are not indicative of the actual financial position and results of the Group following completion of the Proposed Debt Conversions.
8.2. The pro forma financial effects have been prepared based on the latest audited financial results of the Group for the financial year ended 31 March 2025 (“ FY2025 ”), on the following bases and assumptions:
(a) the Proposed Debt Conversions had been completed on 31 March 2025 for the purpose of illustrating the financial effects on the NTA;
(b) the Proposed Debt Conversions had been completed on 1 April 2024 for the purpose of illustrating the financial effects on the EPS;
(c) the Proposed Debt Conversions had been completed on 31 March 2025 for the purpose of illustrating the financial effects on the net gearing;

(d) the issuance and allotment of 100,000,000 Shares and 135,000,000 Shares pursuant to the placements undertaken by the Company, which had completed on 13 August 2025 and 13 November 2025 respectively, had been completed on 31 March 2025 for the purposes of illustrating the relevant financial effects;
(e) no other outstanding convertible securities of the Company have been converted into Shares;
(f) the share capital of the Company as at the date of this announcement comprising 1,416,534,398 Shares (excluding treasury shares and subsidiary holdings); and
(g) the expenses incurred in connection with the Proposed Debt Conversions amounting to approximately S$48,000.

8.3. Share Capital

The financial effects on the share capital of the Company are as follows:

	Before the Proposed Debt Conversions	After the Proposed Debt Conversions
Issued and Paid-UpCapital(S$)	87,737,254	93,797,805
Total Number of issued Shares (excluding treasury shares and subsidiaryholdings)	1,416,534,398	1,882,730,642

8.4. Net tangible assets (“NTA”) per Share

The financial effects on the NTA per Share are as follows:

	Before the Proposed Debt Conversions	After the Proposed Debt Conversions
NTA attributable to the owners of the Company (S$)	(1,156,693)	4,855,858
Number of issued ordinary shares in the capital of the Company	1,416,534,398	1,882,730,642
NTAper Share(Singapore cents)	(0.08)	0.26

8.5. Earnings per Share (“EPS”)

The financial effects on the EPS are as follows

	Before the Proposed Debt Conversions	After the Proposed Debt Conversions
Earnings after income tax attributable to the owners of the Company (S$)	35,489	35,489
Number of issued ordinary shares in the capital of the Company	1,416,534,398	1,882,730,642
EPS(Singapore cents)	0.0025	0.0019

8.6. Net Gearing

The financial effects on the net gearing are as follows:

	Before the Proposed Debt Conversions	After the Proposed Debt Conversions
Net debt(1) (S$)	11,095,329	10,790,940
Total capital(2) (S$)	14,971,637	20,679,799
Netgearing (3)(%)	74.11	52.18

Notes:

(1) Net debt is calculated as borrowings, lease liabilities, and trade and other payables, less cash and shortterm deposits.
(2) Total capital is calculated as total equity plus net debt. (3) Net gearing is calculated as net debt divided by total capital.

9. DIRECTORS’ OPINION

9.1. Zhou Xinping who is interested in the ZXP Debt Conversion has abstained from and will not be involved in any decision of the Board in relation to the ZXP Debt Conversion.
9.2. The Proposed Debt Conversions will not result in any new cash proceeds for the Company. The Directors are of the opinion that after taking into consideration the Group’s present internal resources, present bank facilities available and the operating cash flows of the Group, the working capital available to the Group is sufficient to meet its present requirements. Notwithstanding the foregoing, the Company is undertaking the Proposed Debt Conversions for the rationale stated in paragraph 6 of this announcement.

10. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

Save as disclosed in this announcement, none of the Directors or substantial shareholders and their associates has any interest, direct or indirect, in the Proposed Debt Conversions (other than their shareholdings and/or directorship in the Company, if any). The interests of the Directors and substantial shareholders in the share capital of the Company as at the date of this announcement and upon completion of the Proposed Debt Conversions are set out in Appendix A to this announcement.

11. CIRCULAR AND EGM

The Company will be convening an EGM to seek Shareholders’ approval for the Proposed Debt Conversions. The Circular containing, inter alia , further details on the Proposed Debt Conversions, and enclosing the notice of the EGM in connection therewith will be issued to Shareholders in due course.

12. DIRECTOR’S RESPONSIBILITY STATEMENT

The Directors collectively and individually accept full responsibility for the accuracy of the information given in this announcement and confirm after making all reasonable enquiries, that to the best of their knowledge and belief, this announcement constitutes full and true disclosure of all material facts about the matters stated herein, and the Company and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this announcement misleading. Where information in this announcement has been extracted from published or otherwise publicly available sources or obtained from a named source, the

sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this announcement in its proper form and context.

13. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the Debt Conversion Deeds are available for inspection by Shareholders at the registered office of the Company at 31 Changi South Avenue 2, Tritech Building, Singapore 486478 during normal office hours for three (3) months from the date of this announcement.

14. CAUTION IN TRADING

Shareholders and potential investors of the Company are advised to exercise caution when trading in the Shares in relation to this announcement as there is no certainty that the Proposed Debt Conversions will be completed as it is subject to the fulfilment of terms and conditions set out in the respective Debt Conversion Deeds. When in doubt as to the action they should take, Shareholders and potential investors of the Company should consult their financial, tax or other professional adviser immediately.

The Company will continue to keep shareholders updated and make further announcement(s) as and when there are material developments.

BY ORDER OF THE BOARD

Dr Wang Xiaoning (Jeffrey Wang) Managing Director

8 January 2026

This announcement has been reviewed by the Company’s sponsor, UOB Kay Hian Private Limited (the “ Sponsor ”).

This announcement has not been examined or approved by the Singapore Exchange Securities Trading Limited (“ SGX-ST ”) and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement.

The contact person for the Sponsor is Mr. Lance Tan, Senior Vice President, at 83 Clemenceau Avenue #10-01 UE Square, Singapore 239920, telephone (65) 6590 6881.

APPENDIX A

INTERESTS OF THE DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND LENDERS IN THE SHARE CAPITAL OF THE COMPANY

	Number of	Percentage	Number of	Percentage
	Shares as at	shareholding as	Shares upon	shareholding
	the date of this	at the date of	completion of	upon completion
	announcement	this	the Proposed	of the Proposed
		announcement	Debt	Debt
		(%)(1)	Conversions	Conversions
				(%)(2)
Lenders
Lee Sui Hee	93,310,612	6.59	532,400,010	28.28
Mr. Zhou Xinping	6,000	0.0004	27,112,846	1.44
Directors (other than the
Lenders)
Mr. Aw Eng Hai	11,765,000	0.83	11,765,000	0.62
Dr. Wang Xiaoning (Jeffrey Wang)	120,673,628	8.52	120,673,628	6.41
Mr. Ong Eng Keang	-	-	-	-
Mr. Tan Chade Phang	-	-	-	-
Substantial Shareholders
(other than Directors and
the Lenders)
Protocol Capital W.L.L.	83,333,334	5.88	83,333,334	4.43

Notes:

(1) The percentage shareholding interest is computed based on the existing issued and paid-up share capital (excluding treasury shares and subsidiary holdings) of the Company comprising of 1,416,534,398 Shares as at the date of this announcement.
(2) The percentage shareholding interest upon completion of the allotment and issue of 466,196,244 Debt Conversion Shares is computed based on the enlarged issued and paid-up share capital (excluding treasury shares and subsidiary holdings) of the Company comprising of 1,882,730,642 Shares.

AI assistant

TRITECH GROUP LIMITED Capital/Financing Update 2026

67719_rns_2026-01-08_61ff30f6-35f9-47fc-b2e8-cb154e4c33b5.pdf