Change - Announcement of Appointment::Appointment of Non-Independent Non-Executive Chairman - Mr Teh Wing Kwan

Issuer & Securities

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

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
16-Jun-2025 18:34:55
Status
New
Announcement Sub Title
Appointment of Non-Independent Non-Executive Chairman - Mr Teh Wing Kwan
Announcement Reference
SG250616OTHRFC7K
Submitted By (Co./ Ind. Name)
Tay Boon Zhuan
Designation
Independent Director
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

Date Of Appointment
16/06/2025
Name Of Person
Teh Wing Kwan
Age
52
Country Of Principal Residence
Singapore
The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process)
Mr Teh Wing Kwan ("Mr Teh") became a controlling shareholder of the Company on 29 April 2025 upon completion of the Proposed Subscription. The Company had also previously made several announcements that Mr Teh has been providing strategic guidance and financial support to the Company in resolving legacy issues and assessing potential targets for a reverse takeover exercise ("RTO") since its entry into the binding Heads of Agreement ("HOA") for the Proposed Investment with Mr Teh on 12 August 2022. On 18 March 2025, the Company announced the proposed acquisition of Skylink APAC Pte Ltd, being a RTO under Rule 1015 of the Listing Manual Section B: Rules of Catalist of the SGX-ST (the "Skylink APAC RTO").

Please refer to announcements dated 12 August 2022 and 18 March 2025 for further details of the HOA, Skylink APAC RTO and the Proposed Subscription.

The appointment of Mr Teh as Non-Independent Non-Executive Chairman has been recommended by the nominating committee and approved by the board of directors of the Company (the "Board"), after having considered the qualifications, corporate background, experiences, and expertise of Mr Teh. The Board is also of the view that the appointment of Mr Teh will strengthen the core competences of the Board.
Whether appointment is executive, and if so, the area of responsibility
Non-executive
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Non-Independent Non-Executive Chairman
Professional qualifications
Professional qualifications and memberships include:-

- Fellow of the Association of Chartered Certified Accountant (United Kingdom).
- Fellow Chartered Accountant of the Institute of Singapore Chartered Accountants.
- International Affiliate of the Hong Kong Institute of Certified Public Accountants.
- Chartered Accountant of the Malaysian Institute of Accountants.
- Senior Accredited Director of the Singapore Institute of Director.
- Fellow Member of the Hong Kong Securities and Investment Institute.
Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer and/ or substantial shareholder of the listed issuer or any of its principal subsidiaries
Nil
Conflict of interests (including any competing business)
Nil
Working experience and occupation(s) during the past 10 years
Mr Teh is currently the non-independent, non-executive chairman of the China Vanadium Titano-Magnetite Mining Company Limited (listed on the HKEX) and Livingstone Health Holdings Limited (listed on the SGX-Catalist (formerly known as Citicode Ltd); lead independent director of Sapphire Corporation Limited (listed on the SGX-ST); and advisor for Koda Ltd (listed on the SGX-ST). Mr Teh is also a lead investor in other privately held assets.

Mr Teh was the executive chairman and controlling shareholder of Citicode Ltd (listed on the SGX-ST) from July 2018 to February 2021; the group CEO and managing director of Sapphire Corporation Limited from October 2013 to December 2017. He also served as a non-executive director of several other public companies listed on the SGX-ST, SGX-Catalist, HKEX and ASX.
Undertaking submitted to the listed issuer in the form of Appendix 7.7 (Listing Rule 704(7)) Or Appendix 7H (Catalist Rule 704(6))
Yes
Shareholding interest in the listed issuer and its subsidiaries?
Yes
Shareholding Details
Mr Teh is a controlling shareholder of the Company with a direct interest of 26,670,536 shares representing 78.40% of the Company's total issued and paid-up share capital.
Other Principal Commitments* Including Directorships#
*"Principal Commitments" has the same meaning as defined in the Code
# These fields are not applicable for announcements of appointments pursuant to Listing Rule 704 (9) or Catalist Rule 704 (8).
Past (for the last 5 years)
Please refer to Appendix A.
Present
Please refer to Appendix A.
(a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner?
No
(b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency?
No
(c) Whether there is any unsatisfied judgment against him?
No
(d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose?
No
(e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach?
No
(f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part?
No
(g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust?
No
(h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust?
No
(i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity?
No
(j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of :-
(i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or
No
(ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or
No
(iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or
No
(iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust?
No
(k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere?
No
Disclosure applicable to the appointment of Director only.
Any prior experience as a director of an issuer listed on the Exchange?
Yes
If Yes, Please provide details of prior experience
Mr Teh is and was appointed director for several public companies listed on the SGX-ST, SGX-Catalist, HKEX and ASX.
Please provide details of relevant experience and the nominating committee's reasons for not requiring the director to undergo training as prescribed by the Exchange (if applicable)
Not Applicable.

Attachments

Appendix A.pdf
Total size =53K