Tritech Group Limited Announces Major Debt-to-Equity Conversion—Shareholder Approval Sought

Introduction

Tritech Group Limited has announced a significant corporate action that could substantially impact its shareholding structure and balance sheet. On 8 January 2026, the company entered into debt conversion deeds with two key parties—substantial shareholder Lee Sui Hee and Executive Director Zhou Xinping—to convert outstanding debts into new ordinary shares at a premium price of S\$0.0130 per share. This move is subject to shareholder approval at an upcoming Extraordinary General Meeting (EGM).

Key Points of the Proposed Debt Conversions

• Debt Conversion Parties:
  • Lee Sui Hee: Currently holds 93,310,612 shares (6.59% of issued share capital). The company owes Lee Sui Hee an aggregate of S\$5,708,162.18 arising from two loans—one in NZD (outstanding NZD4,409,264 or S\$3,272,115.42, 10% p.a. interest) and one in SGD (S\$2,436,046.76 outstanding, 4.96% p.a. interest).
  • Zhou Xinping: Holds 6,000 shares (<0.001% of issued share capital). The company owes Zhou Xinping S\$352,389 (non-interest bearing).
• Conversion Terms:
  • Debt will be converted into shares at S\$0.0130 each—a 62.5% premium to the last traded volume-weighted average price of S\$0.008 on 30 Dec 2025.
  • No new cash proceeds will be raised. This is a non-cash transaction.
  • No placement agent or introducer fees involved.
  • Shares issued will rank pari passu with existing shares, but will not participate in dividends or distributions declared before the allotment date.
• Shareholding Impact:
  • Total new shares to be issued: 466,196,244 (Lee Sui Hee: 439,089,398; Zhou Xinping: 27,106,846).
  • Post-conversion, Lee Sui Hee will hold 532,400,010 shares—28.28% of the enlarged share capital, making him the controlling shareholder.
  • Overall, the new shares represent 32.91% of current issued share capital and will be 24.76% of enlarged capital (1,882,730,642 shares).
• Conditions Precedent:
  • Shareholders’ approval at EGM (specific resolutions for each conversion).
  • Listing and quotation notice from SGX-ST.
  • Board approval and other necessary regulatory consents.
• Shareholder Voting:
  • Lee Sui Hee, Zhou Xinping, and their associates must abstain from voting on the relevant resolutions.
  • Shareholders will be asked to approve the transfer of controlling interest to Lee Sui Hee.
• Interested Person Transaction (IPT):
  • Zhou Xinping’s conversion is an IPT under Chapter 9 of the Catalist Rules. The transaction is below the 5% threshold (3.73% of market cap), but must be disclosed.
  • Audit Committee finds the terms to be on normal commercial grounds and not prejudicial to minority shareholders.

Financial Effects of the Proposed Debt Conversions

• Balance Sheet:
  • Issued and paid-up capital will rise from S\$87.74 million to S\$93.80 million.
  • NTA swings from negative S\$1.16 million to positive S\$4.86 million.
  • NTA per share improves from -0.08 cents to 0.26 cents.
• Earnings Per Share:
  • EPS falls from 0.0025 cents to 0.0019 cents due to the enlarged share base.
• Net Gearing:
  • Net gearing ratio improves from 74.11% to 52.18%, reflecting a healthier balance sheet.

Strategic Rationale and Implications for Shareholders

• Key Rationale:
  • Reduces overall indebtedness and improves debt-equity ratio.
  • Eliminates need for immediate cash repayment—critical given current financial constraints.
  • Provides greater financial stability and frees up cash flow for operations or new business opportunities.
  • Signals major shareholders’ ongoing support and confidence in the business.
• Potential Share Price Sensitivity:
  • Major dilution for existing shareholders—existing holders will see their percentage ownership decrease.
  • Change in control—Lee Sui Hee becomes the controlling shareholder, which may affect management direction and future corporate actions.
  • Balance sheet improvement (NTA turns positive) could be viewed favourably, but lower EPS due to dilution may offset some positives.
  • The premium pricing of new shares may set a near-term floor for market price.
• Important Shareholder Actions:
  • Shareholders should review the forthcoming EGM circular for more details and consider the impact on their holdings.
  • Exercise caution in trading until the outcome of the EGM and SGX-ST approval is known.
  • Note abstention requirements: Lee Sui Hee, Zhou Xinping, and their associates will not vote on the relevant resolutions.

Other Notable Details

• Transparency: Copies of the Debt Conversion Deeds are available to shareholders for inspection at the company’s registered office for three months.
• Further Announcements: The company will keep shareholders updated on material developments, including SGX-ST approvals and the outcome of the EGM.
• Board Statement: Directors (except Zhou Xinping for his own transaction) have reviewed and accept responsibility for the accuracy of all disclosures.

Disclaimer

This article is for informational purposes only and should not be construed as investment advice. Investors are advised to review the official circular and seek professional advice if in doubt. The information herein is based on public disclosures by Tritech Group Limited and may be subject to change based on regulatory or corporate developments.

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