23 SEPTEMBER 2013 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. If you are in any doubt about its contents or the action you should take, you should consult your bank manager, stockbroker, solicitor, accountant or other professional adviser immediately. If you have sold or transferred all your ordinary shares in the capital of TMC Education Corporation Ltd (the Company ), you should forward this Circular, the Notice of Extraordinary General Meeting and the attached Proxy Form immediately to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. This Circular has been prepared by the Company and reviewed by the Company s Sponsor, CNP Compliance Pte. Ltd. ( Sponsor ), for compliance with the Singapore Exchange Securities Trading Limited ( SGX-ST ) Listing Manual Section B: Rules of Catalist. The Sponsor has not verified the contents of this Circular including the accuracy or completeness of any of the information disclosed or the correctness of any of the statements or opinions made or reports contained in this Circular. This Circular has not been examined or approved by the SGX-ST. The Sponsor and the SGX-ST assume no responsibility for the contents of this Circular including the correctness of any of the statements or opinions made or reports contained in this Circular. The contact person for the Sponsor is Mr Lance Tan at 36 Carpenter Street, Singapore 059915, telephone: (65) 6323 8383; email: ltan@cnplaw.com. TMC EDUCATION CORPORATION LTD (Company Registration Number: 198102945K) (Incorporated in the Republic of Singapore) CIRCULAR TO SHAREHOLDERS in relation to THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY IMPORTANT DATES AND TIMES Last date and time for lodgement of Proxy Form : 23 October 2013 and 11.00 a.m. Date and time of Extraordinary General Meeting : Immediately after the conclusion of the Annual General Meeting held on 25 October 2013 at 11.00 a.m. Place of Extraordinary General Meeting : 38C Jalan Pemimpin (Off Bishan Street 21) Singapore 577180
CONTENTS DEFINITIONS...3 1. INTRODUCTION...5 2. THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY...5 3. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS...11 4. EXTRAORDINARY GENERAL MEETING...11 5. ACTION TO BE TAKEN BY SHAREHOLDERS...11 6. DIRECTORS RECOMMENDATION...12 7. DIRECTORS RESPONSIBILITY STATEMENT...12 8. DOCUMENTS FOR INSPECTION...12 APPENDIX A PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY...13 APPENDIX B PROPOSED NEW ARTICLES OF ASSOCIATION OF THE COMPANY...44 NOTICE OF EXTRAORDINARY GENERAL MEETING...86 PROXY FORM 2
DEFINITIONS For the purpose of this Circular, the following definitions have, where appropriate, been used: Act AGM Articles Board Catalist CDP Code Companies Amendment Act 2004 Companies Amendment Act 2005 Company Controlling Shareholder Director EGM Latest Practicable Date Listing Manual Month Proxy Form Securities Accounts SESDAQ The Companies Act (Chapter 50) of Singapore, as amended or modified from time to time Annual general meeting of the Company The Articles of Association of the Company, as amended or modified from time to time The board of Directors of the Company for the time being The SGX-ST sponsor-supervised listing platform, which took effect from 17 December 2007 and replaces the SGX-ST Dealing and Automated Quotation System The Central Depository (Pte) Limited The Code of Corporate Governance issued by the Committee on Corporate Governance on 2 May 2012, as from time to time amended, modified or supplemented The Companies (Amendment) Act 2004 of Singapore The Companies (Amendment) Act 2005 of Singapore TMC Education Corporation Ltd, a company incorporated in the Republic of Singapore A person who holds directly or indirectly 15% or more of the total number of issued Shares (excluding Treasury Shares) in the Company or a person who in fact exercises control over the Company A Director of the Company for the time being Extraordinary general meeting, notice of which is given on page 86 of this Circular 13 September 2013, being the latest practicable date prior to the printing of this Circular The Listing Manual of the SGX-ST, Section B: Rules of Catalist, as amended, modified or supplemented from time to time Calendar month The proxy form in respect of the EGM The securities accounts maintained by Depositors with CDP, but not including the securities accounts maintained with a Depository Agent Stock Exchange of Singapore Dealing and Automated Quotation system 3
SGX-ST Shares Shareholders Special Resolution Sponsor Subsidiaries Substantial Shareholder Treasury Shares Singapore Exchange Securities Trading Limited Issued and fully-paid ordinary shares in the capital of the Company The registered holders of the Shares except that where the registered holder is CDP, the term Shareholders in relation to Shares held by the CDP shall mean the persons named as Depositors in the Depository Register maintained by CDP and to whose Securities Accounts such Shares are credited The special resolution as set out in the Notice of EGM which is on page 86 of this Circular CNP Compliance Pte. Ltd. The subsidiaries of a company (as defined in Section 5 of the Act) and Subsidiary shall be construed accordingly A person who has an interest (directly or indirectly) in the Shares which is not less than five per cent. (5%) of the issued shares in the capital of the Company Shares purchased or otherwise acquired by the Company pursuant to the Share Purchase Mandate and held by the Company in accordance with Section 76H of the Act % or per cent Per centum or percentage The terms Depositor, Depository and Depository Register shall have the meanings ascribed to them respectively by Section 130A of the Act. Words importing the singular shall, where applicable, include the plural where the context admits and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders where the context admits and vice versa. References to persons shall, where applicable, include corporations. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Act, the Listing Manual or any statutory modification thereof and used in this Circular shall, where applicable, have the meaning assigned to it under the said Act, the Listing Manual or any such statutory modification thereof, as the case may be, unless otherwise provided. Any reference to a time of a day or date in this Circular is a reference to Singapore time and dates unless otherwise stated. 4
TMC EDUCATION CORPORATION LTD (Company Registration Number: 198102945K) (Incorporated in the Republic of Singapore) Directors Registered Office Dr Chin Kon Yuen 38C Jalan Pemimpin Yeow Cheng Khim Singapore 577180 Chen Timothy Teck Leng Wong Hin Sun Eugene Woo Lee Yong 23 September 2013 To: The Shareholders of TMC Education Corporation Ltd Dear Shareholder, 1. INTRODUCTION The purpose of this Circular is to provide Shareholders with the relevant information pertaining to the proposed amendments to the Articles, and to seek Shareholders approval for the same, at the EGM to be held on 25 October 2013 at 38C Jalan Pemimpin (Off Bishan Street 21) Singapore 577180 immediately after the conclusion of the AGM held on the same date at 11.00 a.m.. The notice of the EGM is set out on page 86 of this Circular. 2. THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY The existing Articles were adopted by the Company on 7 September 1999 in connection with the conversion of the Company to a public company and subsequent listing of the Company on the SESDAQ (now listed on Catalist). The Directors propose to amend certain Articles to take into account changes to the Act pursuant to the Companies Amendment Act 2004 and Companies Amendment Act 2005. The Companies Amendment Act 2005 introduced key amendments to the Act resulting in significant changes to the company law regime. Some of the key changes include the abolition of the concepts of par value and authorised capital, and allowing repurchased shares to be held as Treasury Shares. With the abolition of the concept of par value, shares of a company will no longer have any par or nominal value. Accordingly, the concepts of share premium and the issue of shares at a discount have also been abolished. All amounts standing to the credit of a company s share premium account and capital redemption reserves (if any) as at 30 January 2006 would become part of a company s share capital. New provisions on share purchases and Treasury Shares have been introduced pursuant to the Companies Amendment Act 2005 whereby a company can now repurchase shares out of capital, as well as from distributable profits. Ordinary shares which are the subject of a share repurchase by a company can be held by the company as Treasury Shares instead of being cancelled. The Directors further purpose to amend the Articles to be in line with the Listing Manual and recommendations of the Code for the purposes of clarity and good order. The following is a summary of the main proposed amendments to the Articles and the rationale for the proposed amendments. The amendments, struck through for deletions and marked in bold for insertions, to be made to the Articles are detailed in Appendix A. Shareholders are advised to refer to the complete set of the new Articles incorporating such proposed amendments as set out in Appendix A for full details. The proposed amendments to the Articles are subject to Shareholders approval and will be proposed as a Special Resolution at the EGM. 5
2.1 Summary of Amendments to the Articles (a) Article 2 Article 2 is the interpretation section of the Articles and it is proposed to be amended to provide for the following: (i) (ii) that the expression Treasury Shares is to have the meaning ascribed to it in the Act, namely, Shares which were purchased or otherwise acquired by the Company in accordance with Sections 76B to 76G of the Act; and that, except where otherwise expressly provided in the Articles, references in the Articles to holder(s) of Shares or a class of shares and Member(s) shall exclude the Company in relation to shares held by it as Treasury Shares. (b) Article 6 Following the abolition of the concept of authorised share capital, Article 6 is proposed to be deleted and references to authorised share capital have been removed in the proposed new Articles. (c) Article 8 It is proposed that the existing Article 8 be amended to clarify that preference shares may be issued subject to such limitation thereof as may be prescribed by the Exchange. In addition, in view of the abolition of par value, it is proposed that the existing Article 8(ii), which provides that in the event of preference shares being issued, the total nominal value of issued preference shares shall not at any time exceed the total nominal value of the issued ordinary shares, be amended to provide that preference shares may be issued subject to the total number of issued preference shares shall not at any time exceed the total number of issued ordinary shares. Also, following the abolition of the concept of the issue of shares at a discount, it is proposed that Article 8(v) be deleted. (d) New Article 9A A new provision on Treasury Shares is proposed to be inserted as Article 9A. This new provision will state that the Company may not exercise any right in respect of Treasury Shares other than as provided by the Act but that subject thereto, the Company may hold or deal with its Treasury Shares in the manner authorised by, or prescribed pursuant to, the Act. (e) Article 12 Article 12 currently provides that the Company may exercise the powers of paying commissions as conferred by the Act. Section 67 of the Act which was the relevant provision conferring such power to the Company has however been repealed pursuant to the Companies Amendment Act 2005. In order that the Company may retain a discretion to pay commissions or brokerage under the Articles, it is proposed that Article 12 be amended to provide that the Company may pay commissions or brokerage at such rate or amount and in such manner as the Directors may deem fit. (f) Article 18 It is proposed that Article 18 be amended so that it provides, inter alia, that every share certificate must specify the number and class of shares to which it relates and the amount paid. It is proposed that following the amendments made to Section 123 of the Act pursuant to the Companies Amendment Act 2005, Article 18 be amended to provide additionally for the amount unpaid (if any) on the shares and the extent to which the shares are paid up to be specified on the share certificates. 6
(g) Article 24(1) It is proposed that Article 24(1) be amended to be in line with the requirements of Rule 733 of the Listing Manual, to provide that if the Directors refuse to register any transfer of any share they shall, where required by the Act and Listing Manual, serve on the transferor and transferee, within ten Market Days (or such other period as the Exchange may approve) beginning with the day on which the transfer was lodged with the Company, a notice in writing informing each of them of such refusal and of the facts which are considered to justify the refusal as required by the Act. (h) Articles 32, 35 and 37 Articles 32, 35 and 37 which relate to calls on shares and which contain references to nominal value and share premium, are proposed to be amended to remove all references to nominal value and share premium in conjunction with the abolition of the concepts of nominal value and share premium pursuant to the Companies Amendment Act 2005. (i) Article 50 Pursuant to the Companies Amendment Act 2005, it is proposed that the reference to the authorised shares of the Company be removed to reflect the abolition of the concept of authorised share capital. (j) Article 52 Pursuant to the Companies Amendment Act 2005, it is proposed that the reference to amount of shares be amended to number of shares to reflect the abolition of the concept of par value. References to amount of shares have been removed in the proposed new Articles. It is proposed that a new provision 52(2) be inserted to include reference to a general share issue mandate, which provides that the Company may by ordinary resolution give the Directors a general authority to issue shares and to make or grant offers, agreements or options that might or would require shares to be issued, including the creation and issue of warrants, debentures or other instruments convertible into shares, and (notwithstanding that such authority may have ceased to be in force) to issue shares in pursuance of such an instrument made or granted while the authority was in force. It further provides that the aggregate number of shares which may be issued pursuant to the general share issue mandate is to be subject to such limits and manner of calculation as may be prescribed by the SGX-ST. (k) Article 54 Article 54(1) provides that the Company may by ordinary resolution, inter alia, consolidate and divide all or any of its share capital into shares of larger amount than its existing shares, and subdivide its shares into shares of smaller amount, cancel any shares and diminish the amount of its capital by the amount of the shares so cancelled, and subdivide its shares into shares of a smaller amount than is fixed by the Memorandum of Association. It is proposed that Article 54(1) be amended to take into account the abolition of the concepts of par value and authorised share capital pursuant to the Companies Amendment Act 2005 and bring it in line with Section 71(1) of the Act. In addition, it is proposed that Article 55(2) be amended to allow the Company to hold or deal with shares which has been repurchased by the Company as Treasury Shares in accordance with the Companies Act and Listing Manual of the SGX-ST. (l) Article 55 Article 55 provides that the Company may reduce its share capital or any capital redemption reserve fund or share premium account in any manner permitted, and with, any subject to, any incident authorised, and consent required, by law. It is proposed that Article 55 be amended to delete references to capital redemption reserve fund and share premium account pursuant to the abolition of the concepts of par value and authorised share capital. 7
(m) Article 60(1) It is proposed that Article 60 be amended to clarify that the interval between the close of a financial year of the Company and the date of the Company s annual general meeting shall not exceed such period as may be described by the SGX-ST from time to time. (n) Article 62(1) Article 62(1) provides amongst other things that notice of every general meeting is to be given to all members other than those who are not entitled to receive such notices under the provisions of the Articles. It is proposed that Article 62(1) be altered to provide that at least twenty one days notice in writing in the case of a meeting to pass special resolution shall be given to all members (as defined in the Articles) and the SGX-ST. (o) Article 67 Article 67 provides for the passing of members resolutions by written means. In is proposed that Article 67 be deleted in view that sections 184A to 185F of the Act which set out the procedures for the passing of members resolutions by written means are only applicable to private companies. (p) Article 70 It is proposed that Article 70 be amended to be in line with Guidelines 16.5 of the revised Code which provides that listed companies should put all resolutions to poll. It is proposed that amendments is made to Article 70 before mandatory voting by poll takes effect. The amendments will also provide the flexibility of voting on a show of hands in the interim period (q) Article 82 Article 82 which relates to the appointment of proxies to attend and vote at a general meeting, is proposed to be amended to be in line with Guideline 14.3 of the Code which provides that listed companies should allow corporations which provide nominee or custodial services to appoint more than two proxies so that Shareholders who hold Shares through corporations can attend and participate in general meetings as proxies. It is proposed that the existing Article 82 be amended to provide that a member who provides nominee or custodial services shall be entitled to appoint any sub-account holder as proxy to attend and vote at the same general meeting in respect of such number of shares as are held by each such sub-account holder in an account maintained with that member who provides nominee or custodial services and that where the Depositor is a member who provides nominee or custodial services, the Company shall be entitled to reject any instrument of proxy lodged to appoint any sub-account holder as proxy unless the instrument of proxy is accompanied by a confirmation in writing in the common form approved by the Directors signed by, or on behalf of, that member confirming that such sub-account holder is the holder of an account maintained with that member in respect of the number of Shares specified in such instrument of proxy executed by or on behalf of that member. (r) Article 83 In view that Guideline 16.5 of the Code provides that listed companies should put all resolutions to poll, it is proposed that Article 83 be amended to provide for voting by poll. (s) New Article 86A. It is proposed that a new provision which gives the Board the discretion to implement methods to allow Shareholders to vote in absentia be inserted as the new Article 86A, in compliance with Guideline 16.1 of the Code. (t) Article 90 It is proposed that Article 90, which provides that the Directors are Chew Heng Ching, Chin Kon Yuen, Yeow Cheng Khim, Chow Kok Kee and Kong Yim Pui be deleted as Chew Heng Ching, Chow Kok Kee and Kong Yim Pui have since resigned. 8
(u) Article 99 Existing Article 99 provides, inter alia, that the Managing Director shall not while he continues to hold that office be subject to retirement by rotation but shall be subject to the same provisions as to resignation or removal as the other Directors, subject to his contract of service. In view of the recommendations of the Code that all Directors should be required to submit themselves for re-nomination and re-election at regular intervals and at least once every three years, it is proposed that Article 99 be amended to require the Managing Director or such person holding an equivalent position to be subject to retirement by rotation. (v) Article 102A It is proposed that a new provision which provides for the resignation of a Director who is disqualified from acting as a Director in any jurisdiction for reasons other than on technical grounds, be inserted as the new Article 102A, in compliance Appendix 4C of the Listing Manual of the SGX-ST. (w) Articles 110 and 111 The Code encourages companies to amend their articles of association to provide for board meetings to be held by telephonic and videoconference meetings. To align with the aforesaid requirement and to facilitate the attendance and participation of Directors who may be based overseas, it is proposed that Articles110 and 111 be amended to provide for the participation of the Directors by means of telephone or any other means of communication. (x) Articles 113 and 116 It is proposed that Articles 113 and 116, which provides that if the Chairman is not present within five minutes after the time appointed for holding the meeting of directors or a committee, as the case may be, the directors present or the members of the committee present, as the case may be, may choose one of their number to be Chairman of the said meeting. It is proposed that the five minute period be amended to provide for a longer period of fifteen minutes. (y) Article 130 Article 130 provides for the payment of dividends to be made in proportion to the amount paid in respect of the shares. Article 130 is proposed to be amended to delete references to par value following the abolition of the concept of par value pursuant to the Companies Amendment Act 2005, and to provide that all dividends are to be paid in proportion to the number of shares held (as opposed to according to the amounts paid on the shares). The amended Article 130 further provides that where shares are partly paid, all dividends must be apportioned and paid proportionately to the amounts paid or credited as paid. (z) Article 132 The concept of share premium has been abolished pursuant to the Companies Amendment Act 2005. To be in line with such amendments to the Act, Article 132 which provides for the share premium account, is proposed to be deleted. (aa) Article 137 Article 137 which deals with unclaimed dividends is proposed to be amended to clarify that if CDP returns any such dividend or moneys to the Company, the relevant Depositor shall not have any right or claim in respect of such dividend or moneys against the Company if a period of six years has elapsed from the date of the declaration of such dividend or the date on which such other moneys are first payable. (ab) Article 142 The heading Capitalisation of Profits and Reserves is proposed to be amended to Bonus Issues and Capitalisation of Profits and Reserves to reflect the amended provisions of Article 142. 9
Article 142 is proposed to be amended to clarify that the Company is permitted to issue bonus shares at no consideration, and to delete the references to the share premium account and the capital redemption reserve fund since under the Companies Amendment Act 2005, any amounts standing to the credit of the Company s share premium account and the capital redemption reserve has become part of its share capital. It is further proposed that the Article provides the Directors with the power to issue shares for which no consideration is payable and to capitalise any undivided profits or other moneys of the Company not required for the payment or provision of any dividend on any shares entitled to cumulative or non-cumulative preferential dividend and for the benefit of participants of any share incentive or share option scheme or plan implemented by the Company and approved by the members in general meeting, and on such terms as the Directors may think fit. Such insertion will facilitate and provide greater flexibility to the Company for the delivery of shares to participants in respect of vested awards granted pursuant to any share-based incentive plan that may be implemented by the Company. (ac) Article 149 It is proposed that Article 149, which provides for the presentation of accounts at a general meeting, be amended to provide that the interval between the close of a financial year of the Company and the date of the annual general meeting shall not exceed four months or any such period as may be prescribed by the Act or the SGX-ST, to be in line with Section 201 of the Act and Appendix 4C of the Listing Manual of the SGX-ST. (ad) Article 155 Articles 155 provides that any notice or document may be served by the Company either personally or by post. New provisions to the Act have been introduced pursuant to the Companies Amendment Act 2004 that permit electronic distribution of notices of meetings, statutory reports and other documents to members, officers and auditors under certain specified conditions. Electronic transmission may be in the form of sending the notice or documents using electronic communications to the current address of the recipient, or publishing the notice or document on a website such that they are accessible by the recipient. To update the Articles to reflect and take into account these new provisions, it is proposed that the existing Article 155 be amended to allow the Company to serve or deliver notices or documents using electronic communications. Consequential drafting changes are proposed to be made to the Articles to provide for the service of notices and documents to be effected by electronic communications in accordance with Sections 387A and 387B of the Act or any applicable regulations or procedures. (ae) Article 159 Article 159 provides for the service and delivery of notices to persons entitled to shares in consequence of the death or bankruptcy of a Member. It is proposed that Article 159 be amended to include the deemed service and delivery of notices to such dead, bankrupt or liquidated Member where the notice is delivered or left at the address of such Member. (af) New Article 160 It is proposed that a new article which provides that the Company may exercise its power under the Statutes (as defined in the Articles) to transfer shares of a Member whose whereabouts are unknown for ten years or more to the official receiver of Singapore be inserted as the new Article 160. (ag) New Articles 161, 162 and 163 It is proposed that a new provisions on the winding up of the Company be inserted as new Articles 161, 162 and 163. The proposed new Article 161 gives the Directors the power to present a petition to the court for the Company to be wound up, and the proposed new Article 162 provides that the liquidator may with the authority of a special resolution, divide among 10
the Members in specie or in kind the whole or any part of the assets of the Company, or vest any part of the assets in trustees upon such trusts for the benefit of Members. In addition, a new Article 163 is inserted to provide that no commission or fee shall be paid to a liquidator without the prior approval of Members in a general meeting. (ah) New Article 164 It is proposed that a new provision on the Company s indemnity against all costs, charges, losses, expenses and liabilities incurred by every Director, auditor, company secretary or other officer of the Company in the execution and discharge of his duties be inserted as the new Article 164. 3. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS The interests of the Directors and Substantial Shareholders in the Company as at the Latest Practicable Date, as recorded in the Company s Register of Directors Shareholdings and the Register of Substantial Shareholders, were as follows: Direct Interest Deemed Interest Total Interest Directors No. of Shares (%) No. of Shares (%) No. of Shares (%) Dr Chin Kon Yuen (1)(2) 75,783,600 (45.27%) 27,999,000 (16.73%) 103,782,600 (62.00%) Yeow Cheng Khim (1) 27,999,000 (16.73%) 75,783,600 (45.27%) 103,782,600 (62.00%) Chen Timothy Teck Leng - - - - - - Wong Hin Sun Eugene 4,188,000 (2.50%) - - 4,188,000 (2.50%) Woo Lee Yong 971,220 (0.58%) - - 971,220 (0.58%) Substantial Shareholders Royal Institution of Construction Economists Pte Ltd 12,301,000 (7.35%) - - 12,301,000 (7.35%) Notes: (1) Dr Chin Kon Yuen and Ms Yeow Cheng Khim are husband and wife. (2) Dr Chin Kon Yuen s direct interest includes 37,900,300 shares held in the name of Raffles Nominees Pte Ltd. Neither the Directors nor the Controlling Shareholders of the Company has any interest, direct or indirect in the proposed amendments to the Articles. 4. EXTRAORDINARY GENERAL MEETING The EGM, notice of which is set out on page 86 of this Circular, will be held at 38C Jalan Pemimpin (Off Bishan Street 21) Singapore 577180 on 25 October 2013 immediately following the conclusion of the AGM of the Company to be held on the same date and at the same place at 11.00 a.m. for the purpose of considering and, if thought fit, passing, with or without modification Special Resolution 1 set out in the Notice of EGM on page 86 of this Circular. 5. ACTION TO BE TAKEN BY SHAREHOLDERS Shareholders who are unable to attend the EGM and who wish to appoint a proxy or proxies to attend and vote on their behalf should complete, sign and return the Proxy Form attached to the Notice of EGM in accordance with the instructions printed therein as soon as possible and, in any event, so as to arrive at the registered office of the Company at 38C Jalan Pemimpin (Off Bishan Street 21) Singapore 577180, not later than 48 hours before the time fixed for the EGM. The appointment of a proxy by a Shareholder does not preclude him from attending and voting in person at the EGM if he so wishes in place of the proxy if he finds that he is able to do so. A Depositor shall not be regarded as a member of the Company entitled to attend the EGM and to speak and vote thereat unless his name appears on the Depository Register maintained by CDP pursuant to Division 7A of Part IV of the Act at least 48 hours before the EGM. 11
6. DIRECTORS RECOMMENDATION The Directors are of the opinion that the proposed amendments to the Articles are in the best interests of the Company. Accordingly, the Directors recommend that Shareholders vote in favour of Special Resolution 1 relating to the proposed amendments to the Articles of the Company at the EGM. 7. DIRECTORS RESPONSIBILITY STATEMENT The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, this Circular constitutes full and true disclosure of all material facts about the proposed amendments to the Articles, the Company and its Subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this Circular misleading. Where information in the Circular has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/ or reproduced in the Circular in its proper form and context. 8. DOCUMENTS FOR INSPECTION The existing Articles may be inspected at the registered office of the Company at 38C Jalan Pemimpin (Off Bishan Street 21) Singapore 577180 during normal business hours from the date of this Circular up to and including the date of the EGM. Yours faithfully For and on behalf of the Board of Directors of TMC EDUCATION CORPORATION LTD Dr Chin Kon Yuen Executive Chairman and Chief Executive Officer 12
APPENDIX A PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY Note: The proposed deletion have been shown as strikethrough, and the additions are in bold Existing Article 2 Interpretation 2. In these Articles, if not inconsistent with the subject or context, the words standing in the first column of the Table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof: - WORDS Account Holder The Act Alternate Director The Articles or These Articles The Company MEANINGS A person who has a securities account directly with the Depository and not through a Depository Agent. The Companies Act (Cap. 50) or any statutory modification, amendment or re-enactment thereof for the time being in force or any and every other act for the time being in force concerning companies and affecting the Company and any reference to any provision as so modified, amended or re-enacted or contained in any such subsequent act or acts. An Alternate Director appointed pursuant to Article 109. These Articles of Association or other regulations of the Company for the time being in force as originally framed, or as from time to time altered by special resolution. The abovenamed Company by whatever name from time to time called. book-entry securities The documents evidencing title to listed securities which are deposited by a Depositor with the Depository and are registered in the name of the Depository or its nominee and which are transferable by way of book-entry in the Depository Register and not by way of an instrument of transfer. Depositor Depository An Account Holder or a Depository Agent but does not include a Sub-Account Holder. The Central Depository (Pte) Limited established by the Designated Stock Exchange or any other corporation appointed by the Minister as a depository company or corporation for the purpose of the Act, which as bare trustee operates the Central Depository System for the holding and transfer of book-entry securities. 13
Depository Agent A member company of the Exchange, a trust company (registered under the Trust Companies Act), a banking corporation or merchant bank (approved by the Monetary Authority of Singapore under the Monetary Authority of Singapore Act (Capt. 186)), or any other person or body approved by the Depository who or which:- a) performs services as a depository agent for Sub-Account Holders in accordance with the terms of a depository agent agreement entered into between the Depository and the Depository Agent; b) deposits book-entry securities with the Depository on behalf of the Sub-Account Holders; and c) establishes an account in its name with the Depository. Depository Register Director Directors Dividend Exchange Market day Member or holder of any share Month Office Paid up Register of Members A register maintained by the Depository in respect of book-entry securities. Includes any person acting as Director of the Company and includes any person duly appointed and acting for the time being as an Alternate Director. The Directors for the time being of the Company or such number of them as have authority to act for the Company. Includes bonus dividend. The Stock Exchange of Singapore Limited and, where applicable, its successors in title. Any day between Mondays and Fridays which is not an Exchange market holiday or public holiday. A registered shareholder for the time being of the Company or if the registered shareholder is the Depository, a Depositor named in the Depository Register (for such period as shares are entered in the Depositor s Securities Account). Calendar month. The Registered Office of the Company for the time being. Includes credited as paid up. The Register of registered shareholders of the Company. 14
Seal Secretary Securities Account Singapore Sub-Account Holder Writing and Written Year S$ The Common Seal of the Company of in appropriate cases the Official Seal or duplicate Common Seal. The Secretary or Secretaries appointed under these Articles and shall include any person entitled or appointed by the Directors to perform the duties of Secretary temporarily. The securities account maintained by a depositor with a Depository. The Republic of Singapore. A Holder of an account maintained with a Depository Agent. Includes printing, lithography, typewriting and any other mode of representing or reproducing words in a visible form. Calendar year. The lawful currency of Singapore. The expressions bare trustee and documents evidencing title shall have the meanings ascribed to them respectively in Section 130A of the Act. The expression clear days notice shall, for the purposes of calculating the number of days necessary before a notice is services or deemed to be serviced, be exclusive of the day on which the notice is served or deemed to be served and of the day for which the notice is given. The expressions shares shall mean the shares of the Company; Words denoting the singular number only shall include plural and vice versa. Words denoting the masculine gender only shall include the feminine gender. Words denoting persons shall include corporations. Save as aforesaid, any word or expression used in the Act and the Interpretation Act (Cap. 1) shall, if not inconsistent with the subject or context, bear the same meaning in these Articles. The headnotes and marginal notes are inserted for convenience only and shall not affect the construction of these Articles. 15
Proposed Amendment to Existing Article 2 Interpretation 2. In these Articles, if not inconsistent with the subject or context, the words standing in the first column of the Table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof: - WORDS Account Holder The Act Alternate Director The Articles or These Articles The Company MEANINGS A person who has a securities account directly with the Depository and not through a Depository Agent. The Companies Act (Cap. 50) or any statutory modification, amendment or re-enactment thereof for the time being in force or any and every other act for the time being in force concerning companies and affecting the Company and any reference to any provision as so modified, amended or re-enacted or contained in any such subsequent act or acts. An Alternate Director appointed pursuant to Article 109. These Articles of Association or other regulations of the Company for the time being in force as originally framed, or as from time to time altered by special resolution. The abovenamed Company by whatever name from time to time called. book-entry securities The documents evidencing title to listed securities which are deposited by a Depositor with the Depository and are registered in the name of the Depository or its nominee and which are transferable by way of book-entry in the Depository Register and not by way of an instrument of transfer. Depositor Depository An Account Holder or a Depository Agent but does not include a Sub-Account Holder. The Central Depository (Pte) Limited established by the Designated Stock Exchange or any other corporation appointed by the Minister as a depository company or corporation for the purpose of the Act, which as bare trustee operates the Central Depository System for the holding and transfer of book-entry securities. 16
Depository Agent A member company of the Exchange, a trust company (registered under the Trust Companies Act), a banking corporation or merchant bank (approved by the Monetary Authority of Singapore under the Monetary Authority of Singapore Act (Capt. 186)), or any other person or body approved by the Depository who or which:- a) performs services as a depository agent for Sub-Account Holders in accordance with the terms of a depository agent agreement entered into between the Depository and the Depository Agent; b) deposits book-entry securities with the Depository on behalf of the Sub-Account Holders; and c) establishes an account in its name with the Depository. Depository Register Director Directors Dividend Exchange Market day Member or holder of any share Month Office Paid up A register maintained by the Depository in respect of book-entry securities. Includes any person acting as Director of the Company and includes any person duly appointed and acting for the time being as an Alternate Director. The Directors for the time being of the Company or such number of them as have authority to act for the Company. Includes bonus dividend. The Stock Exchange of Singapore Limited and, where applicable, its successors in title. Any day between Mondays and Fridays which is not an Exchange market holiday or public holiday. A registered shareholder for the time being of the Company or if the registered shareholder is the Depository, a Depositor named in the Depository Register (for such period as shares are entered in the Depositor s Securities Account). For the avoidance of doubt, except where expressly provided in these Articles, exclude the Company in relation to shares held by it as Treasury Shares. Calendar month. The Registered Office of the Company for the time being. Includes credited as paid up. 17
Register of Members Seal Secretary Securities Account Singapore Sub-Account Holder Treasury Shares Writing and Written Year S$ The Register of registered shareholders of the Company. The Common Seal of the Company of in appropriate cases the Official Seal or duplicate Common Seal. The Secretary or Secretaries appointed under these Articles and shall include any person entitled or appointed by the Directors to perform the duties of Secretary temporarily. The securities account maintained by a depositor with a Depository. The Republic of Singapore. A Holder of an account maintained with a Depository Agent. Shares of the Company which are purchased or otherwise acquired by the Company in accordance with sections 76B to 76G of the Act. Includes printing, lithography, typewriting and any other mode of representing or reproducing words in a visible form. Calendar year. The lawful currency of Singapore. The expressions bare trustee and documents evidencing title shall have the meanings ascribed to them respectively in Section 130A of the Act. The expression clear days notice shall, for the purposes of calculating the number of days necessary before a notice is services or deemed to be serviced, be exclusive of the day on which the notice is served or deemed to be served and of the day for which the notice is given. The expressions shares shall mean the shares of the Company; Words denoting the singular number only shall include plural and vice versa. Words denoting the masculine gender only shall include the feminine gender. Words denoting persons shall include corporations. Save as aforesaid, any word or expression used in the Act and the Interpretation Act (Cap. 1) shall, if not inconsistent with the subject or context, bear the same meaning in these Articles. The headnotes and marginal notes are inserted for convenience only and shall not affect the construction of these Articles. 18
Existing Article 6 Authorised share capital 6. The authorised capital of the Company is Singapore Dollars Twenty Million divided into 400,000,000 ordinary shares of S$0.05 each or from time to time such other amounts divided into such class and numbers of shares with such rights attaching thereto as provided in accordance with the provisions of these Articles. Proposed Amendment to Existing Article 6 By deleting Article 6 in its entirety. Authorised share capital 6. The authorised capital of the Company is Singapore Dollars Twenty Million divided into 400,000,000 ordinary shares of S$0.05 each or from time to time such other amounts divided into such class and numbers of shares with such rights attaching thereto as provided in accordance with the provisions of these Articles. Existing Article 8 Issue of New Shares 8. Subject to the Act, no shares may be issued by the Directors without the prior approval of the Company in General Meeting but subject thereto and to Article 52, and to any special rights attached to any shares for the time being issued, the Directors may issue, allot or grant options over or otherwise deal with or dispose of the same to such persons on such terms and conditions and at such time and subject or not to the payment of any part of the amount thereof in cash as the Directors may think fit, and any shares may be issued in such denominations or with such preferential, deferred, qualified or special rights, privileges or conditions as the Directors may think fit, and preference shares may be issued which are or at the option of the Company are liable to be redeemed, the terms and manner of redemption of being determined by the Directors, provided always that:- (i) no shares shall be issued which results in a transfer of a controlling interest in the Company without the prior approval of the Members in a General Meeting; (ii) the total nominal value of issued preference shares shall not exceed the total nominal value of the issued ordinary shares at any time; (iii) the rights attaching to shares of a class other than ordinary shares shall be expressed in the resolution creating the same; (iv) where the capital of the Company consists of shares of different monetary denominations, the voting rights shall be prescribed in such manner that a unit of capital in each class when reduced to a common denominator, shall carry the same voting power when such right is exercisable; (v) no shares shall be issued at a discount, except in accordance with the Act; and (vi) any issue of shares for cash to Members holding shares of any class shall be offered to such Members in proportion as nearly as may be to the number of shares of such class then held by them and the second sentence of Article 52(1) with such adaptations as are necessary shall apply. 19
Proposed Amendment to Existing Article 8 By amending Article 8 as follows: Issue of New Shares 8. Subject to the Act, no shares may be issued by the Directors without the prior approval of the Company in General Meeting but subject thereto and to Article 52, and to any special rights attached to any shares for the time being issued, the Directors may issue, allot or grant options over or otherwise deal with or dispose of the same to such persons on such terms and conditions and at such time and subject or not to the payment of any part of the amount thereof in cash as the Directors may think fit, and any shares may be issued in such denominations or with such preferential, deferred, qualified or special rights, privileges or conditions as the Directors may think fit, and subject to such limitation as may be prescribed by the Exchange, preference shares may be issued which are or at the option of the Company are liable to be redeemed, the terms and manner of redemption of being determined by the Directors, provided always that:- (i) no shares shall be issued which results in a transfer of a controlling interest in the Company without the prior approval of the Members in a General Meeting; (ii) the total nominal value number of issued preference shares shall not exceed the total nominal value number of the issued ordinary shares at any time; (iii) the rights attaching to shares of a class other than ordinary shares shall be expressed in the resolution creating the same; (iv) where the capital of the Company consists of shares of different monetary denominations, the voting rights shall be prescribed in such manner that a unit of capital in each class when reduced to a common denominator, shall carry the same voting power when such right is exercisable; (v) no shares shall be issued at a discount, except in accordance with the Act; and (vi) any issue of shares for cash to Members holding shares of any class shall be offered to such Members in proportion as nearly as may be to the number of shares of such class then held by them and the second sentence of Article 52(1) with such adaptations as are necessary shall apply. Proposed New Article 9A By inserting a new Article 9A as follows: Treasury Shares 9A. The Company shall not exercise any right in respect of Treasury Shares other than as provided by the Act. Subject thereto, the Company may hold or deal with its Treasury Shares in the manner authorised by, or prescribed pursuant to, the Act. 20
Existing Article 12 Power to pay commission and brokerage 12. The Company may exercise the powers of paying commission conferred by the Act, provided that the rate per cent, or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Act and the commission shall not exceed the rate of ten per cent of the price at which the price shares in respect whereof the same is paid are issued or an amount equal to ten per cent of that price (as the case may be). Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares, or partly in one way and partly in the other. The Company may also on any issue pay such brokerage as may be lawful. Proposed Amendment to Existing Article 12 By amending Article 12 as follows: Power to pay commission and brokerage 12. The Company may exercise the powers of paying commissions conferred by the Act, provided that the rate per cent, or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Act and the commission shall not exceed the rate of ten per cent of the price at which the price shares in respect whereof the same is paid are issued or an amount equal to ten per cent of that price (as the case may be) or brokerage on any issue of shares at such rate or amount and in such manner as the Directors may deem fit. Such commission or brokerage may be satisfied by the payment of cash or the allotment of fully or partly paid shares, or partly in one way and partly in the other. The Company may also on any issue pay such brokerage as may be lawful. Existing Article 18 Share certificates 18. The certificate of title to shares or debentures in the capital of the Company shall be issued under the Seal in such form as the Directors shall from time to time prescribe and may bear the autographic or facsimile signatures of at least of two Directors, or one of the Directors and the Secretary or some other person appointed by the Directors in place of the Secretary for the purpose, and shall specify the number and class of shares to which it relates and the amounts paid thereon. The facsimile signatures may be reproduced by mechanical or other means provided the method or system of reproducing signatures has first been approved by the Auditors of the Company. Proposed Amendments to Existing Article 18 By amending Article 18 as follows: Share certificates 18. The certificate of title to shares or debentures in the capital of the Company shall be issued under the Seal in such form as the Directors shall from time to time prescribe and may bear the autographic or facsimile signatures of at least of two Directors, or one of the Directors and the Secretary or some other person appointed by the Directors in place of the Secretary for the purpose, and shall specify the number and class of shares to which it relates and the amounts paid up and the amount (if any) unpaid thereon. The facsimile signatures may be reproduced by mechanical or other means provided the method or system of reproducing signatures has first been approved by the Auditors Directors of the Company. No certificate shall be issued representing shares of more than one class. 21