Change - Announcement of Cessation::Resignation of Independent Director - Mr Tay Boon Zhuan

Issuer & Securities

Issuer/ Manager
SINCAP GROUP LIMITED
Securities
SINCAP GRP LIMITED - SGXE87155607 - XZB
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Cessation
Date &Time of Broadcast
20-Jun-2025 17:36:26
Status
New
Announcement Sub Title
Resignation of Independent Director - Mr Tay Boon Zhuan
Announcement Reference
SG250620OTHRYV2O
Submitted By (Co./ Ind. Name)
Teh Wing Kwan
Designation
Non-Independent Non-Executive Chairman
Description (Please provide a detailed description of the event in the box below)
This announcement has been prepared by the Company and its contents have been reviewed by the Company's sponsor, SAC Capital Private Limited (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "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 Ms Charmian Lim, Telephone: +65 6232 3210, at 1 Robinson Road, #21-01 AIA Tower, Singapore 048542.

Additional Details

Name Of Person
Tay Boon Zhuan
Age
44
Is effective date of cessation known?
Yes
If yes, please provide the date
20/06/2025
Detailed Reason (s) for cessation
Capitalised terms used but not defined herein shall have the same meanings ascribed to them in the Company's announcement dated 18 March 2025 in relation to the entry of a sales and purchase agreement with PM Capital Pte. Ltd. (the "Vendor") for the acquisition of all issued shares in the capital of Skylink APAC Pte. Ltd. (the "Target" and together with its subsidiaries post restructuring, the "Target Group") (the "Proposed Acquisition").

In view of the work experience of Mr Tay Boon Zhuan ("Max Tay"), the Vendor of the Target Group have approached Max Tay to join the Non-Target Group (being entities which are owned by the Vendor and do not form part of the Target Group) as executive officer to assist with financial reporting and management relating to its potential corporate actions, which Max Tay has agreed. Consequently, Max Tay has tendered his resignation as Independent Director of the Company on 19 June 2025.

The Nominating Committee and the Board, having considered the above and the progress of the Proposed Acquisition, have mutually agreed with Max Tay for his last day of service to be 20 June 2025. The Board would like to express its thanks and appreciation to Max Tay for his contribution to the Company during his tenure.

The Sponsor, after having interview with Max Tay, is satisfied that, other than as disclosed in this announcement, there are no material reasons for the resignation of Max Tay as Independent Director.
Are there any unresolved differences in opinion on material matters between the person and the board of directors, including matters which would have a material impact on the group or its financial reporting?
No
Is there any matter in relation to the cessation that needs to be brought to the attention of the shareholders of the listed issuer?
No
Any other relevant information to be provided to shareholders of the listed issuer?
Yes
If Yes, Please provide full details
It is envisaged that following the completion of the Proposed Acquisition, new independent directors (the "Proposed New Independent Directors") would be appointed to the Board and the respective Board Committees of the Company. During this transition period, Mr Teh Wing Kwan, who is currently the Non-Independent Non-Executive Chairman will temporarily assume the role of Acting Chairman of the Audit and Risk Committee until the appointment of the Proposed New Independent Directors.
Date of Appointment to current position
22/03/2021
Does the AC have a minimum of 3 members (taking into account this cessation)?
No
Number of Independent Directors currently resident in Singapore (taking into account this cessation)
1
Number of cessations of appointments specified in Listing Rule 704 (7) or Catalist Rule 704 (6) over the past 12 months
1
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Independent Director, Chairman of the Audit and Risk Committee, a member of each the Nominating Committee and the Remuneration Committee
Role and responsibilities
As above
Familial relationship with any director and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries
No
Shareholding interest in the listed issuer and its subsidiaries?
No
Other Directorships
Past (for the last 5 years)
1. K.A. Vermiculite Spray Sdn Bhd
2. Tat Hong Intraco Heavy Equipment Co Ltd
3. Intraco International (Shanghai) Co Ltd
Present
1. Elev8te Business Services Pte. Ltd.
2. Polaris Ltd.
3. Sen Yue Holdings Limited