TRITECH GROUP LIMITED

TriTech

31 Changi South Avenue 2, Tritech Building, Singapore 486478

(Company Registration No.: 200809330R)

INTERESTED PERSON TRANSACTIONS PURSUANT TO RULE 905 OF THE

CATALIST RULES

1. INTRODUCTION

Pursuant to Rule 905 of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited (the "Catalist Rules"), the board of directors (the "Board") of Tritech Group Limited (the "Company" and together with its subsidiaries, the "Group") wishes to announce the interested person transaction entered into by the Group with Non-Independent Non- Executive Director, Dr Loh Chang Kaan ("Dr Loh").

  1. DETAILS OF THE INTERESTED PERSON
    Dr Loh is an interested person defined under Rule 904(4) of the Catalist Rules and all transactions entered into between the Group and Dr Loh constitutes an "Interested Person Transaction" under Chapter 9 of the Catalist Rules.
  2. DETAILS OF THE INTERESTED PERSON TRANSACTIONS ("IPTs"), RATIONALE AND BENEFIT OF THE IPTs
    Consultancy agreement between Tritech Consultant Pte Ltd ("TC"), the Company's wholly- owned subsidiary, and Dr Loh dated 1 April 2019
    Under the consultancy agreement with TC, the agreement shall commence on the date of execution and shall be for an initial period of three years, subject to renewal thereafter for such further period or periods as may be mutually agreed between TC and Dr Loh. TC shall pay a monthly fee of S$18,520 and an annual bonus which will be determined at the sole and absolute discretion of the Board.
    Dr Loh is a registered Professional Engineer (Civil) and Specialist Professional Engineer (Geotechnical). As a specialist geotechnical engineer with more than 25 years of experience in the area of slope stabilization, land reclamation, ground improvement and pipe line construction, Dr Loh's expertise and familiarity with TC's scope and team has been instrumental in fulfilling projects that TC is currently undertaking.
    Therefore, it is in the Company's interest to secure Dr Loh's services to ensure that the projects mentioned above can continue smoothly, and to also assist in securing new projects in the future.
    Consultancy agreement between ADAS and Dr Loh dated 21 May 2019
    As disclosed in the Announcement dated 16 May 2019, in connection with a sale and purchase agreement dated 12 May 2019 ("SPA") entered into between the Tritech, TGL Engineering Group Pte Ltd (the company's wholly-owned subsidiary known as ADAS Group Pte Ltd or "ADAS" with effect from 18 May 2021), Lim Wen Heng Construction Pte Ltd (the "Purchaser") and Presscrete Engineering Pte Ltd ("Presscrete"), Tritech and ADAS have agreed and undertaken to procure Dr Loh, under the terms of the service agreement ("Presscrete Service Agreement") with Presscrete pursuant to which Dr Loh is required to assist Presscrete in undertaking the completion of certain agreed projects of Presscrete as set out under the SPA ("Agreed Projects") on an unremunerated basis until the issuance of the certificate of substantial completion in respect of all of such Agreed Projects.
    Under the consultancy agreement with ADAS, the agreement shall commence on the date of execution and shall be for a period until the issuance of the certificate of substantial completion in respect of all the Agreed Projects as contemplated under the SPA. ADAS shall pay Dr Loh a monthly fee of S$12,500 from 1 April 2020 to the end of the service period and subject to the

TRITECH GROUP LIMITED

TriTech

31 Changi South Avenue 2, Tritech Building, Singapore 486478

(Company Registration No.: 200809330R)

profitability of the Agreed Projects, an annual bonus will be determined at the sole and absolute discretion of the Board.

It is in the interest of ADAS to ensure that Dr Loh fulfils his duties and obligations under the Presscrete Service Agreement, inter alia, as the purchase consideration payable to Tritech - under the SPA is subject, inter alia, to the issuance of the certificate of substantial completion in respect of all of the Agreed Projects.

Dr Loh's fulfilment of his duties and obligations under the terms of the Presscrete Service Agreement would require Dr Loh to expend time and efforts which would be in addition to, and separate from Dr Loh's performance of duties and obligations as non-executive and non- independent director of the Board of Directors of Tritech.

The aggregate value of all IPTs entered into with Dr Loh for the financial year ending 31 March 2022 ("FY2022") amounts to S$372,240 (the "Aggregate Value"), and this constitutes 4.36% of the Group's latest audited net tangible asset as at 31 March 2021 of S$8,539,130 ("Group Audited NTA"). As the aggregate value of the IPTs have exceeded 3% but is less than 5% of the Group Audited NTA, the Company is therefore required to make an immediate disclosure under Catalist Rule 905.

The Aggregate Value has excluded the bonus element which will be determined at the sole and absolute discretion of the Board and the Company will provide an update on the Aggregate Value of the IPTs with Dr Loh for FY2022 in due course.

  1. AUDIT COMMITTEE'S STATEMENT
    The Audit Committee of the Company has reviewed the above IPTs and is of the view that the IPTs had been transacted on normal commercial terms and are not prejudicial to the interests of the Company and its minority shareholders.
  2. INTEREST OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS
    Save as disclosed in this announcement and other than through their respective shareholdings in the Company, none of the Directors or substantial shareholders of the Company has any interest, direct or indirect, in the IPTs.

BY ORDER OF THE BOARD

Dr Wang Xiaoning

Managing Director

15 September 2021

This announcement has been reviewed by the Company's sponsor, PrimePartners Corporate Finance Pte. Ltd. (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "Exchange") and the Exchange assumes no responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this document.

The contact person for the Sponsor is Ms Lim Hui Ling, 16 Collyer Quay, #10-00 Income at Raffles, Singapore 049318, sponsorship@ppcf.com.sg

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Tritech Group Limited published this content on 15 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 September 2021 11:21:01 UTC.