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MATERIAL CONTRACTS
Save for the service agreements between the executive directors and the Company, there were no material contracts of
the Company or its subsidiaries involving the interest of any other directors or controlling shareholders subsisting as at
the nancial year ended 31 December 2013.
INTERESTED PERSON TRANSACTIONS
There were no interested party transactions except as disclosed herein equal to or exceeding S$100,000 in aggregate
between the Company and any of its interested persons (namely, directors, executive of cers or controlling shareholders
of the Group or the associates of such directors, executive of cers or controlling shareholders) subsisting for the year
ended 31 December 2013.
In accordance with the recommendations by the Audit Committee Guidance Committee, the Company has adopted an
interested person transaction policy which speci es that all interested transactions with an interested person, as de ned
in the policy, will be at arm’s length and on terms generally available to an unaf liated third party under the same or similar
circumstances. Details of the review procedures for future interested person transactions are disclosed in the Company’s
Prospectus dated 31 January 2013.
Except for the limited exceptions set in the policy, transactions with interested persons that will exceed S$100,000 in
any calendar year must receive the approval of the Board prior to the company entering into the interested transaction.
DEALINGS IN SECURITIES
The Company has adopted its own internal Code of Conduct to provide guidance to all of cers and employees of the
Company and its subsidiaries with regard to dealings in the Company’s securities in compliance with Rule 1207 (19) of the
Listing Manual of the SGX-ST. The Group’s of cers and employees are prohibited from dealing in the Company’s securities
while in possession of unpublished price-sensitive information of the Group, as well as during the periods commencing
two weeks before the announcement of the Company’s quarterly results and one month before the announcement of the
Company’s full year results and ending on the date of the announcement of the relevant results.
Directors and executives are also expected to observe insider-trading laws at all times even when dealing with securities
within the permitted trading period. They are also encouraged not to deal in the Company’s securities on short term
consideration.
UPDATE ON USE OF IPO PROCEEDS
On 10 February 2014, the Company announced an update on the use of proceeds raised from the initial public offering
(“
IPO Proceeds
”) amounting to S$68,033,985 (after deducting IPO expenses of S$3,966,015) as follows:
Use of Proceeds
Amount of Proceeds Utilised
Building of a new school campus
S$1,200,000
Balance Proceeds
S$66,833,985
CORPORATE GOVERNANCE REPORT
Overseas Education Limited AR 2013
INVESTING IN EDUCATION
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