Overseas Education Limited

Change - Announcement Of Redesignation As Non-Executive Chairman And Non-Executive Non-Independent Director

BackApr 25, 2024
Announcement Title Change - Announcement of Appointment
Date & Time of Broadcast Apr 25, 2024 18:55
Status New
Announcement Sub Title Redesignation as Non-Executive Chairman and Non-Executive Non-Independent Director
Announcement Reference SG240425OTHRG88H
Submitted By (Co./ Ind. Name) Tan Swee Gek
Designation Company Secretary
Description (Please provide a detailed description of the event in the box below) Redesignation of Mr Tan Teng Muan ("Mr Tan") as Non-Executive Chairman and Non-Executive Non-Independent Director.
Additional Details
Date Of Appointment 25/04/2024
Name Of Person Tan Teng Muan
Age 62
Country Of Principal Residence Singapore
Date of last re-appointment (if applicable) 27/04/2023
The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process) Mr Tan has served on the Board of the Company for more than nine years and will therefore not be considered independent under Rule 210(5)(d)(iv) of the Listing Rules.

The Board, upon the recommendation of the Nominating Committee, has considered and reviewed Mr Tan's credentials, qualification, experience and approved the re-designation of Mr Tan from Non-Executive Chairman and Independent Director to Non-Executive Chairman and Non-Executive Non-Independent Director with effect from the conclusion of the annual general meeting on 25 April 2024. Mr Tan had abstained from the deliberations and decision-making in relation to his re-designation. Following his re-designation, Mr Tan will remain as a member of the Audit Committee, Nominating Committee, and Remuneration Committee.
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-Executive Chairman and Non-Executive Non-Independent Director and Member of the Audit Committee, Nominating Committee and Remuneration Committee.
Professional qualifications Bachelor of Laws (Hons) from the National University of Singapore

Member of the Law Society of Singapore and the Singapore Academy of Law

Senior Accredited Director of the Singapore Institute of Directors
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 No
Conflict of interests (including any competing business) No
Working experience and occupation(s) during the past 10 years 2023 to present - Commissioner for Oaths and Director in UniLegal LLC

1987 to 2023 - Commissioner for Oaths and Partner in the civil and commercial litigation practice of Mallal & Namazie

2016 to 2022 - Independent Director of United Global Limited
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? No
# 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) Mallal & Namazie

United Global Limited
Present UniLegal LLC
(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? Yes
If Yes, Please provide full details Please see attached.
Any prior experience as a director of an issuer listed on the Exchange? Yes
If Yes, Please provide details of prior experience Mr Tan is a director of Overseas Education Limited and has acted as an independent director of United Global Limited.
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) N.A.

Attachments

  1. Appendix (Size: 58,655 bytes)
Overseas Education Limited
81 Pasir Ris Heights, Singapore 519292 | Tel (65) 6738 0211 | Fax (65) 6733-8825