Raffles Education: Time for School Inspection?

By Mak Yuen Teen

This is the fourth and final part of a four-part series of articles on Raffles Education Corporation. It is based on a forthcoming case study to be included in Volume 10 of the Corporate Governance Case Studies published by CPA Australia and edited by Professor Mak Yuen Teen. While the case is written from public information and intended for discussion purposes, this series of articles includes some additional analysis and interpretation by Professor Mak which are his personal views.

In the first three articles in the series, I looked at issues relating to education quality, board of directors, remuneration, performance and diversification at Raffles Education Corporation (REC). This last article covers the battle between Oei Hong Leong (OHL) and Chew Hua Seng (CHS) and the issues raised by the former, together with the recent shocking disclosure breach relating to the writs.

Man on a mission

OHL is one of Singapore’s richest individuals. The bulk of his wealth is derived from a corporate bond portfolio and real estate assets. OHL is an avid Buddhist art collector and owns the private Nei Xue Tang museum in Singapore with over 50,000 items. Many of these items are rare and valuable antiquities dating to the Chinese Tang, Song and Ming dynasties. He has been listed on the Forbes billionaires list and Singapore’s 50 richest list. OHL’s net worth as at May 2021 is estimated to be US$1.9 billion.[1]^,[2]

OHL started his acquisition of REC shares on 29 April 2011 at S$0.665 per share. On 12 September 2012, he purchased more than 11.5 million shares at S$0.326 per share. This increased his stake from 4.79% to 6.14%, making him a substantial shareholder of REC.[3] The next day, through a series of open market purchases, OHL’s stake in the private education company grew further to 7.18%.[4] His purchases resulted in a huge spike in activity.^[5] In March 2014, OHL purchased another 1.222 million shares, while his investment vehicle, Oei Hong Leong Museum, bought 8.337 million shares, raising his direct and deemed interest in REC to 83.137 million shares or 8.11%.^[6]

In September 2017, OHL once again increased his stake by purchasing approximately 6.5 million[7] and 6.1 million shares through two transactions, raising his total shareholding to 12.77%[8] and making him the second largest shareholder of REC after CHS. Later that same month, OHL purchased another 12.2 million shares and increased his stake further to 14.04%.[9]^,[10] REC shares rose to a 12-month high of S$0.335 on 26 September 2017.^[11]

Following a private placement of shares that was completed in October 2017, OHL’s direct and deemed interests were diluted from 14.04% to 12.88%. OHL continued to increase his stake in REC. On 8 September 2020, there was an unusual share price movement in the company’s stock, which prompted queries from SGX.[12] This was due to OHL increasing his stake from 12.9% to 13.05% through market transactions. This was followed by a further increase to 13.14% the following day,[13] and two further market transactions that same month which increased his stake to 13.53%.[14]^,[15] By 30 April 2021, OHL had increased his stake back to 14%.[16]

Sitting own exam?

On 28 September 2017, REC proposed a placement of 95 million shares – representing 8.96% of enlarged capital – at a price of S$0.30 per share to raise net proceeds of S$28.2 million. The placement price represented a discount of about 9.04% to the volume weighted average price of S$0.3298 on 27 September 2017. A majority of the proceeds would be used to settle loans and borrowings, while the remaining would be for working capital purposes.[17]^,[18]

Two weeks later, on 10 October 2017, the placement shares were allotted and issued.[19] After the share placement, CHS and his wife jointly held a 33.58% stake – a drop from 36.88% prior to the share placement.^[20],[21] Despite having recently bought 1.07 million shares for S$0.3379 per share from the open market[22] prior to the share placement, OHL’s direct and indirect interest was diluted from 14.04% to 12.88%.^[23]

REC had entered into a placement agreement with RHB Securities Singapore Pte. Ltd. Rule 810(2) of the SGX Mainboard Rulebook requires the following information to be disclosed “where no placement agent is appointed or where a placement agent is appointed but is subject to any restrictions and directions imposed by the issuer regarding the identities of and/or the allocation to the placees identities of the placees and the number of shares placed to each of them”:

“(a) the identities of the placees and the number of shares placed to each of them;

(b) details on how the placees were identified and the rationale for placing to them; and

(c) the restrictions and/or directions imposed on the placement agent by the issuer regarding the identities of and/or the allocation to the placees, where applicable”.

Since REC appointed a placement agent (and claimed that no restrictions and directions were imposed on the placement agent), it was not required to disclose the placees and chose not to do so.

OHL later alleged that Liu Ying Chun (LYC), the CEO of REC subsidiary Oriental University City Holdings (H.K.) Limited (OUCHK), who became a top 20 REC shareholder sometime between 7 September 2017 and 24 September 2018[24] with a 2.84% stake, was either one of the placees or had acquired the shares from the placees. According to OHL, LYC is a nominee of CHS and his acquisition of the REC stake allowed CHC to increase his stake beyond the limits imposed by The Singapore Code on Take-Overs and Mergers without triggering a mandatory general offer.[25]

Let’s remove the principal

Under Section 176 of the Companies Act, shareholders with at least a 10% stake can requisition a company to convene an EGM, which must be held within two months.^[26]

On 12 October 2017, OHL and his investment vehicle Oei Hong Leong Art Museum served a notice of requisition to REC to hold an EGM to remove CHS from his position as Chairman and director of the company, terminate his employment with the company, and appoint an ID as a Non-Executive Chairman. In relation to REC’s placement of 95 million new shares two days prior,[27] OHL also asked for the disclosure of the identities of the places and the number of shares placed to each of them.[28]^,[29] The EGM was scheduled for 29 November 2017.^[30]

OHL’s intention to remove CHS came as a surprise as the market had thought that the two were friends. This move placed CHS under the spotlight, and shareholders demanded explanations for undelivered promises and net losses suffered by REC at its AGM on 13 October 2017. CHS urged shareholders to provide him with their continual support. To alleviate shareholders’ concerns, he said during the AGM that “this year I can already tell you that our numbers are positive”.^[31] This mirrored the company’s 2016 AGM, where shareholders voiced concerns over how the company was planning to “start making real earnings from education”. CHS was quoted saying, “We’re trying to focus and expand at the expense of bringing in revenue.” Lead ID TSK added, “There’s nothing to be proud of in terms of current performance and share price, but it’s not as if we’ve just been sitting there.”[32]

The board may not have been just sitting there but I wonder what questions it had asked about the business and operations as the share price has fallen from more than S$3 in 2007 to less than S$0.10 today. There has clearly been massive value destruction over the years.

In a surprising turn of events, on 16 November 2017, OHL withdrew his earlier requisition notice dated 12 October 2017.^[33] REC’s share price dropped by 7.8% to S$0.295 per share after the withdrawal.[34]

Not sticking to the lesson plan?

OHL filed a lawsuit against CHS in June 2018, suing him for S$15 million in losses for allegedly breaching an agreement to find a buyer for OHL’s REC shares.[35]

According to the lawsuit, on 16 October 2017, OHL had offered to buy out CHS’s stake and make a mandatory general offer for REC. However, citing REC as a family asset, CHS turned down the proposal. CHS had counter-offered that he would find a buyer for OHL’s shares at S$0.44 per share within one month. OHL then agreed to withdraw his requisition notice at CHS’s request.^[36]

OHL said that, on or around 25 October 2017, CHS informed him that he had found a potential buyer – a businessman from China known as Peng Yusen. OHL declined the deal as the buyer wanted to make payment in Chinese yuan instead of Singapore dollar.[37]

However, CHS had a different version of what had happened on 16 October 2017. He said that OHL asked him to find a buyer at the price of S$0.44 per share. CHS said that he had agreed due to their longstanding friendship, but further cautioned OHL that it would be difficult to find a buyer at that price, as it was significantly higher than the market price at that time. CHS claimed it was a “friendly agreement”,[38] although each of them have a handwritten copy of the meeting’s record signed by both parties.[39]

In February 2020, the Singapore High Court dismissed the lawsuit brought by OHL against CHS. It concluded that the note which detailed the agreement between the two individuals on 16 October 2017 was not intended to be legally binding. The judge went on to say that, given that OHL and CHS were experienced businessmen, the S$60 million transaction would not have been completed without the negotiation of details and the involvement of lawyers. The judge also accepted CHS’s testimony that the note was drafted merely to capture the essence of both parties’ “amicable solution” at the informal meeting.[40]^,[41]

Unsatisfied with the verdict, OHL filed an appeal against the judgement.[42] However, the Singapore Court of Appeal dismissed his appeal against the judgment in August 2020.[43]

Cancelling school fundraising

On 6 December 2018, REC announced a renounceable rights issue which would raise up to S$27.44 million to primarily repay loans owed to CHS.[44] The company’s share price fell from S$0.137 on the date of the announcement to close on 11 December 2018 at S$0.099.^[45] OHL served another notice of requisition on 13 December 2018 to require REC to convene an EGM to vote on the following resolution:

“That the proposed rights issue of up to 275,858,734 new ordinary shares in the company with the rights issue proceeds to settle the company’s Chairman and Chief Executive Officer, Mr. Chew Hua Seng’s loans to the company as announced by the company on the 6 December 2018 be terminated immediately.”[46]

CHS had previously extended interest-free shareholder’s loans to REC for working capital purposes, and the outstanding amount was approximately S$16.37 million.[47]

Following the notice, REC sought legal advice and was advised that the proposed resolution was invalid and/or would be ineffective in light of the share issue mandate approved by shareholders at the previous annual general meeting held on 29 October 2018.[48] It issued a response to the EGM requisition which highlighted that “the Requisitionists may not seek to circumvent the Share Issue Mandate (which was carried with 94.81% votes at the annual general meeting held on 29 October 2018 and remains in force) by way of the proposed resolution.”^[49] REC did not convene the EGM.

At the crux of the abovementioned conflict was the “Share Issue Mandate” that was approved by shareholders during the earlier AGM.^[50],[51] REC had passed an ordinary resolution for a Share Issue Mandate at its AGM held on 29 October 2018, with 94.81% of total votes supporting it.^[52] REC had planned to raise up to S$27.44 million in net proceeds by issuing up to 275.86 million new ordinary shares at an issue price of S$0.10 for each rights share on the basis of two rights shares for every 10 existing shares. The issue price represented a discount of approximately 27% over the last transacted price of the company’s shares on 6 December 2018. CHS and his wife had intended to subscribe for their entitled allotment and the cost would offset against the loan extended by CHS.^[53]

Given the weak performance of REC in late 2018,[54] doubts emerged about the motivation behind the share issuance. However, the proposed rights issue was subsequently cancelled on 5 March 2019 after the market price of the shares fell below the proposed issue price.^[55] The company’s share price fell to S$0.088 per share that same day, down by 2.2%.[56]

If shareholders had approved a general mandate to issue shares at the AGM, do they have the right to withdraw that right through an EGM? What if they have reason to believe, after the approval of the mandate, that there was no proper business purpose for a share issue? There was no opportunity for this question to be answered since the proposed rights issue was cancelled.

We want an inspector

The power struggle in REC continued to play out in 2020.

On 17 August 2020, REC received another notice of requisition from OHL, requesting that the company hold an EGM and table six resolutions for shareholders’ approval. The resolutions once again included the removal of CHS from all his appointments in the Group, and the appointment of a Non-Executive Chairman. Further, in relation to the placement of 95 million new shares issued and allotted on 10 October 2017, OHL once again requested that the company discloses the identities of the placees and the number of shares placed to each of them. Furthermore, he called for the appointment of an independent special auditor to conduct a special audit on the circumstances surrounding the 2017 share placement and the rights issue in April 2018.[57]^,[58]

In response, REC said it had obtained legal advice and was advised that the requisition request was without merit. It said that based on the provisions of the Companies Act and the company’s memorandum and articles of association, the proposed resolutions concerned subject matters which fell outside the province of the shareholders at the general meeting. As such, it declined to convene an EGM.[59] 

Should shareholders have a right to requisition for an EGM to appoint an independent special auditor? In March this year, Toshiba shareholders voted in favour of an independent investigation into allegations that investors were pressured ahead of last year’s AGM. In Japan, shareholders holding just 3% of shares for 6 months can call for EGMs. Not only that, they could pass a resolution for a special investigation. The investigation report was released in June and found that Toshiba colluded with Japanese government  officials in  an attempt to prevent shareholders from exercising their voting rights at last year’s AGM. In this regard, Japan – often criticised for its corporate governance – has stronger investor protection. In Singapore, minority shareholders are generally at the mercy of the company’s board and controlling shareholders.

On 31 August 2020, several shareholders, including Indian edtech businessman Shantanu Prakash and OHL, issued yet another notice of requisition.[60] Six of the seven resolutions proposed in the latest requisition notice were the same as those listed in the earlier 17 August notice issued by OHL.[61] The additional resolution called for the appointment of a special auditor to review the circumstances surrounding REC’s joint venture with Educomp Solutions Limited (Educomp) – Educomp-Raffles Higher Education Limited (ERHEL) – on concerns of wrongdoing, which included alleged forgery as well as extortion. Educomp is an education company in India founded by Shantanu Prakash and is listed on the National Stock Exchange of India.[62]

The shareholders also asked that the auditor look into whether there were any “irregularities” committed by REC’s directors, as well as whether there were any corporate governance failures such as allegations of corruption. The former was in relation to Shantanu Prakash’s complaint lodged with Singapore’s Commercial Affairs Department (CAD). The complaint related to whether CHS, his wife and elder son, as well as other REC directors, had “colluded and conspired to fraudulently fabricate and forge documents towards extortion of Mr. Prakash for land grabbing in India”.[63] In response, CHS said that there was no CAD investigation into him or his family members.[64] He also noted that Shantanu Prakash and Educomp were in the midst of a probe by India’s investigation agency for major corporate fraud.[65]

REC announced on 19 September 2020 that it had obtained legal advice on the contents of the notice, and was advised that the requisition request was without merit. The underlying reasons were the same as those provided previously to reject OHL’s earlier notice of requisition dated 17 August 2020. As such, it declined to convene an EGM. REC also addressed the additional resolution in respect of Shantanu Prakash and ERHEL. It disclosed the background facts and circumstances surrounding ERHEL and confirmed that the board was unaware of any alleged investigation commenced by the CAD to-date.[66]

In May 2008, ERHEL was set up as a 50:50 joint venture by REC and Educomp to launch the Raffles-Educomp brand of green field campuses and learning centres or institutions in India. Between then and 2015, REC increased its investment in the joint venture to 52.18%. Due to the positive performance of ERHEL, REC wanted to acquire the remaining stake in the joint venture to “consolidate and expand its business in India.[67] However, the acquisition was not completed by Educomp despite the issuance of written reminders and the service of a Notice to Complete dated 2 September 2015 by REC.[68] In November 2016, it was reported that the Raffles design institute, which is branch of REC, had shut down, leaving 160 students in a fix.[69]

In April 2017, over a year and a half after the initial suit was launched in September 2015, REC was awarded damages of 163.2 million rupees (S$3.52 million) plus 5.33% interest by an arbitration tribunal in India for breaches by Educomp in respect of the share purchase agreement.[70] The tribunal concluded that Educomp had breached the agreement by failing to complete the sale and purchase transaction by Raffles Education Investment (India) Pte Ltd and Raffles Design Pvt Ltd for the 41.82% equity interest of ERHEL from two Educomp entities. The two REC subsidiaries held the remaining 58.12% stake in ERHEL. Thereafter, REC initiated enforcement proceedings in India to recover these sums. The company also initiated a lawsuit in Singapore against Shantanu Prakash with regard to the arbitration award.[71]^,[72]

Unusual Chinese characters

On 21 September 2020, OHL sent a letter to REC attention to its lead ID, Lim How Teck (LHT), regarding the REC’s plans to take control of its joint venture in China, Langfang Hezhong Real Estate Development Co., Ltd (Hezhong),  after REC’s Chinese subsidiary Langfang Tonghui Education Consulting Co., Ltd. (Tonghui)  entered into a sale and purchase agreement with Langfang Heying Real Estate Development Co., Ltd. (Heying) to raise its stake by 35.9% for RMB254 million (S$49.2 million) in cash.[73] As at the date of the announcement, Tonghui had a 34.1% stake in Hezhong while Heying held the remaining 65.9% stake.[74] The background to the joint venture and the transaction was discussed in the previous article.

OHL’s letter requested that REC make the relevant agreements and supplemental agreements available for inspection. It also raised a series of questions, including inter alia, why REC did not pursue a claim against Heying for the breach of shareholders’ agreement; reasons for continuing with a JV with a defaulted partner; and rationale for entering into the option settlement agreement and agreeing to buy back shares rather than pursuing a claim for a breach. As the previous article, the deal is puzzling to say the least and I wonder to what extent the REC board had discussed it before approving.

However, the transaction was duly approved by shareholders, with 78.61% of shares voting for it.[75]

Math doesn’t add up either

OHL was far from done in his battle with CHS. He continued to send letters to the company demanding answers and to regulators urging action.

One of these was an open letter dated 8 February 2021[76] relating to the lawsuit OHL filed against CHS in June 2018 which alleged that CHS reneged on an agreement to buy OHL’s shares in REC. In his open letter, OHL alleged that CHS “tried to hide highly relevant documents from the Court to prevent them from having all the facts”, was caught and was then directed by the Court to produce the documents. OHL also alleged that CHS created the false impression of a buyer for his shares and also suggested a fictitious transaction be entered into in order to enable CHS to avoid making a general offer for REC’s shares.

According to OHL, CHS’s plan involved OHL selling his shares to CHS and then disguising the payment of the deposit as payment by CHS’s wife for the purchase of a property in Switzerland belonging to OHL’s sister. If true, this would clearly be a very serious allegation made by OHL. OHL in his open letter also alleged that CHS’s lawyers “drafted and submitted their [CHS’s and his wife’s] affidavits to the court which misled and misrepresented the court into believing that the discussion with me was informal and friendly….and they had no intention to create legal relations”.

On 12 April 2021, OHL sent another letter to the REC board in which he claimed to have discovered through their own investigations that CHS had “engineered the [2017] placement of up to 95 million new ordinary shares” and that at least one of the placees is Liu Ying Chun (LYC), a former member of the board.[77] The letter listed several circumstances pointing to LYC being a nominee of CHS, enabling the latter to circumvent his obligations to make a mandatory general offer by using LYC to acquire more shares. These circumstances include LYC being CEO of a REC subsidiary and having a long association with this subsidiary; CHS’s wife being an alternate director of LYC on the board of an Australian-listed property developer; and LYC’s filings with the Accounting and Corporate Regulatory Authority listing a property owned by CHS as LYC’s registered address.

OHL gave notice that if the REC directors fail to investigate and/or commence action against CHS and LYC within 14 days of the letter, he would proceed with legal action against REC and both parties under section 216A of the Companies Act.

That same day, he also sent a letter to RHB Securities Singapore, the placement agent for the 2017 placement, putting RHB on notice to preserve all documents, records and correspondence relating to the placement.[78]

This was followed by another letter to the board on 23 April 2021 questioning the company’s response to his letter and its announcement on SGX.[79] OHL claimed that, contrary to the company’s claims, RHB had said that the placement was actually arranged by CHS and all the placees were in fact introduced by CHS. OHL also raised the question as to how LYC would have the financial means to pay S$11.7 million for the 39 million shares he bought when his annual salary disclosed in the annual report of the REC subsidiary disclosed his annual salary of about S$65,000 as CEO. A subsequent letter dated 28 April 2021 asked further questions, including inter alia, how the IDs conducted the investigation into the placement and whether independent special auditors were appointed to carry out the investigations. OHL offered to “underwrite the reasonable cost of independent special auditors if their report reveals that our allegations are not supported”.[80]

REC continued to refuse to disclose the placees for the 2017 placement. There has been no explanation as to how the IDs conducted the investigation into the placement. OHL’s question about the amount that LYC would have needed to acquire the sizeable stake in REC, relative to his annual salary, is also unanswered.

We have seen cases such as an accountant being able to stump out tens of millions of dollars to acquire a nearly 30 percent stake in a company with no questions apparently asked about the source of funds, and issuers transacting with entities incorporated in BVI or other tax-haven jurisdictions with a single shareholder, with no apparent questions asked about whether there are other beneficial shareholders behind the scene. I have also observed transactions undertaken by some listed issuers with no apparent business purpose. If I drive a Lamborghini and someone reports to the authorities that I have been posing as a nickel trader, would the authorities at least look into it, given that I am unlikely to be able to afford a Lamborghini as a professor? (P.S. I drive a Honda). To me, it is a valid question as to how and why LYC ended up with a 2.84% stake in REC.

In the case of REC, did SGX Regco ask for the list of placees and do further checks to ensure that no nominees are used to circumvent the rules or did it assume that the placement agent would have done the placement in full compliance with the listing rules?  Would the placement agent be able to give complete assurance that its internal controls are sufficiently robust to ensure that its employees would not have done a placement that was not in compliance with the rules?

Up to this point, there are already concerns about the decision-making by the REC board and its objectivity and independence in dealing with issues raised by stakeholders. A shocking non-disclosure was soon to multiply those concerns.

School’s out…for good?[81]

On 29 July 2021, 5.39 pm, REC announced that the company and two of its Malaysian subsidiaries,  Raffles K12 Sdn Bhd and Raffles Iskandar Sdn Bhd, had been served with writs and statements of claims filed by Affin Bank Berhad (Affin Bank) on 27 May 2021 in the High Court of Malaysia. Affin Bank sought the immediate repayment of the entire outstanding amount of RM410 million – or approximately S$131 million – under facilities entered into by REC’s two subsidiaries. This amount was more than half of REC’s market capitalisation of about S$220 million just before the announcement.

Not surprisingly, REC’s share price went into free fall the day following the announcement, closing at S$0.10 compared to the previous day’s closing price of S$0.16 – a fall of 37.5%. It fell to as low as S$0.08 on 2 August 2021, before closing at S$0.09 on 6 August 2021, down 43.8% compared to the price just before the announcement of the writs.  A total of 98.99 million shares changed hands following the announcement and until 6 August 2021, with OHL disposing of 52.88 million shares at an average price of S$0.099.

REC said that the announcement was issued “further to discussions between the company and Singapore Exchange Securities Trading Limited (“SGX-ST”) and at the request of SGX-ST”. There is simply no excuse for the writs not to be disclosed on 27 May 2021 – and arguably before that when presumably multiple letters of demand would have been received before the filing of the writs and statements of claims.

The board attempted to justify not disclosing the writs earlier by saying that the two subsidiaries “have had discussions with Affin Bank prior to and immediately after its receipt of the Writs and had also sought advice from Malaysian legal counsels on the Writs (including the merits). Having regard to the foregoing, the board is of the view that the actions brought, and claims, under the Writs are unmeritorious.”[82]

While directors can rely on advice, they must also exercise their own independent judgement based on their knowledge of the facts. Most of the directors are highly experienced who ought to be familiar with their duties and the provisions in the listing rules and Securities and Futures Act (SFA).

The board seems to believe that disclosure is at its discretion or is a matter of business judgement in this case. In my view, the board is wrong. It is clear that disclosure of the writs is mandatory under Chapter 7 on “Continuing Obligations” and Appendix 7.1 Corporate Disclosure Policy of the SGX Rulebook. There is nothing in Chapter 7 or Appendix 7.1 which states that even if information should be disclosed pursuant to the rules, the issuer still has the discretion as to whether to disclose or not.

It appears that the REC board had indeed chosen to interpret the rules as if it has the discretion to disclose. On 23 July 2021, OHL had written to the board highlighting the failure to disclose the lawsuit after he got wind of it. He has since posted the letter on the “Save Raffles Education” website.[83]

The REC board, in its reply to OHL on 28 July 2021, said: “…the board formed the view, based on the exercise of business judgement as well as legal advice from its Malaysian legal counsel, that the claims in the Litigation cannot be proceeded with and/or sustained. As you are aware, if a legal action taken against the company could reasonably be characterised as being bound to fail, disclosure of the same may not be necessary. The company had amicably settled this matter with Affin Bank”.[84]

The SGX rules do not allow the board to exercise its discretion even when the information is clearly required to be disclosed under the rules. It is not for the board or its legal advisers to decide that the writs  need not be disclosed based on their assessment that a lawsuit is “bound to fail”. Further, Affin Bank is a reputable bank in Malaysia which would have been guided by its own legal advisers, and is unlikely to file unmeritorious claims that are “bound to fail” . Its lawyers may have advised that the suit is “bound to succeed”.

In its disclosure of the litigation on 29 July 2021, REC said:

“The board wishes to further update that the company and the borrowers have reached a settlement with Affin Bank on the amicable resolution of the matters under the Writs and understand that the Writs will be withdrawn upon the formalisation of such resolution….The company will make further announcements as and when there material developments on the above matter, including if and when there is a formal withdrawal of the Writs by Affin Bank”.

While the board had told OHL in its reply that the company has amicably settled the matter with Affin Bank, the company’s announcement on 29 July 2021 indicates that there is no formalised resolution yet and Affin Bank has yet to withdraw the writs.

On 30 July 2021, OHL sent a further letter to the REC board and raised a number of queries.[85] SGX should further query the company about its announcement on 29 July 2021. No further information has been provided by REC regarding the purported settlement with Affin Bank, the conditions for the withdrawal of the writs, when the matter is expected to be resolved, and the impact on REC’s financial condition. This latest breach adds to the concerns that have already been raised about how REC is governed and managed, and about its financial condition and prospects.

SGX Regco ought  to act quickly and  investigate the serious breach in the listing rules. There are too many instances of companies not complying with their continuous disclosure obligations and, in my view, this is one of the clearest cases. Otherwise, we ought to rename our regime to a “discretionary disclosure regime”. MAS should also investigate possible breaches of the SFA with respect to the continuous disclosure requirement, and whether there was any prior disclosure by the company which may have been false or misleading, in light of this latest disclosure. After all, MAS has identified market misconduct relating to continuous disclosure breaches as a priority area for enforcement.

Investors who bought shares from 27 May 2021 until before the company’s announcement – and arguably even before that, when multiple letters of demand may well have been issued – may understandably feel aggrieved. There were 8.09 million shares traded from 27 May to 29 July 2021. These investors may well have a basis for a civil liability action under the SFA against those responsible for the lack of timely disclosure.

Key Takeaways

In this final article in the series on REC, I discussed many of the issues raised by OHL in his tussle with CHS, which I believe investors should pay attention to and regulators should look into. The board of REC has not in my view satisfactorily addressed the concerns, such as those relating to the placement and the transaction in China. The late disclosure of the writs – and only after intervention by SGX – casts further doubt on the decision-making by the board and its objectivity and independence.

While I do not believe regulators can and should act on every allegation raised by shareholders and other stakeholders, they should consider all the facts and assess the likelihood that allegations are true. Regulators must strike the right balance between taking the word of the company, its board and intermediaries, versus the word of other stakeholders, including minority shareholders, whistleblowers and short-sellers. If regulators only act when there is absolute certainty of breaches or misconduct, then all they will find is an empty stable with no horse in sight.

Endnotes

[1] Forbes. (n.d.). Oei Hong Leong. Retrieved from https://www.forbes.com/profile/oei-hong-leong/

[2] Karmali, N. (2016, August 3). Billionaire Oei Hong Leong’s Buddhist Treasures. Forbes. Retrieved from https://www.forbes.com/sites/naazneenkarmali/2016/08/03/billionaire-oei-hong-leongs-buddhist-treasures/?sh=763837b87301

[3] Raffles Education Corporation Limited. (2012, September 12). Notice of a substantial shareholder’s interest. Retrieved from https://links.sgx.com/1.0.0/corporate-announcements/9B4687C0F2B337D048257A77003B1110/689988e9e275cf393bd1ed6b7df7b894529cfc2edf3b81e0e6f272acfab7d6dd#.X2W0Y2gzY2w

[4] Raffles Education Corporation Limited. (2012, September 13). Notice of a change in the percentage level of a substantial shareholder’s interest. Retrieved from https://links.sgx.com/1.0.0/corporate-announcements/789E2E86B7AC0E5548257A78003867EE/7687c69a31143bafa126feed616578342ba1be2af5ede2d4e940a6b09538785a#.X2W0WGgzY2w

^[5] Ang, S. (2012, September 13). Oei Hong Leong’s “Midas Touch” Excites Raffles Education. Retrieved from http://www.sharesinv.com/articles/2012/09/13/raffles-education-ohl/

^[6] Leong, C. T. (2014, June 16). RAFFLES EDUCATION: Buying back shares, along with Oei Hong Leong. Next Insight. Retrieved from https://www.nextinsight.net/story-archive-mainmenu-60/924-2014/8602-raffles-education-buying-back-shares-along-with-oei-hong-leong

[7] Raffles Education Corporation Limited. (2017, September 6). Notification Form For Substantial Shareholder(s)/ Unitholder(s) In Respect Of Interests In Securities. Retrieved from https://links.sgx.com/FileOpen/_eFORM3V2_OHL_6SEP2017.ashx?App=Announcement&FileID=469772

[8] Raffles Education Corporation Limited. (2017, September 20). Notification Form For Substantial Shareholder(s)/ Unitholder(s) In Respect Of Interests In Securities. Retrieved from https://links.sgx.com/FileOpen/_eFORM3V2-OHL_20SEP2017.ashx?App=Announcement&FileID=471285

[9] Raffles Education Corporation Limited. (2017, September 25). Notification Form For Substantial Shareholder(s)/ Unitholder(s) In Respect Of Interests In Securities. Retrieved from https://links.sgx.com/FileOpen/_eFORM3V2_OHL_25SEP2017.ashx?App=Announcement&FileID=471789

^[10] Lee, P. C. (2017, September 25). Oei Hong Leong scoops up more shares in Raffles Education. The Edge Singapore. Retrieved from https://www.theedgesingapore.com/oei-hong-leong-scoops-more-shares-raffles-education

^[11] Lee, M. (2017, October 12). Oei Hong Leong serves notice to remove Chew Hua Seng as Raffles Education chairman. The Straits Times. Retrieved from https://www.straitstimes.com/business/companies-markets/oei-hong-leong-serves-notice-to-remove-chew-hua-seng-as-raffles-education

[12] Chia, R. (2020, September 8). Hot stock: SGX queries Raffles Education after shares jump 26%. The Business Times. Retrieved from https://www.businesstimes.com.sg/companies-markets/hot-stock-sgx-queries-raffles-education-after-shares-jump-26

[13] Raffles Education Corporation Limited. (2020, September 9) Disclosure of interest/ Changes in interest of substantial shareholder(s)/unitholder(s): Disclosure of interest/ changes in interest of substantial shareholder. Retrieved from https://links.sgx.com/FileOpen/_eFORM3V2%20-%209%20Sept%202020.ashx?App=Announcement&FileID=631127

[14] Raffles Education Corporation Limited. (2020, September 11). Disclosure of interest/ Changes in interest of substantial shareholder(s)/unitholder(s): Disclosure of interest/ changes in interest of substantial shareholder. Retrieved from https://links.sgx.com/FileOpen/_eFORM3V2-11%20Sep%202020.ashx?App=Announcement&FileID=631382

[15] Raffles Education Corporation Limited. (2020, September 15). Disclosure of interest/ Changes in interest of substantial shareholder(s)/unitholder(s): Disclosure of interest/ changes in interest of substantial shareholder. Retrieved from https://links.sgx.com/FileOpen/_eFORM3V2%20-%2015%20Sep%202020.ashx?App=Announcement&FileID=631764

[17] Raffles Education Corporation Limited. (2017, September 28). Proposed placement of up to 95 million new ordinary shares in the share capital of Raffles Education Corporation Limited. Retrieved from https://links.sgx.com/FileOpen/REC_Announcement_Proposed-Placement-of-up-to-95M-Shares_28Sep2017.ashx?App=Announcement&FileID=472143

^[18] Lee, M. (2017, October 12). Oei Hong Leong serves notice to remove Chew Hua Seng as Raffles Education chairman. The Straits Times. Retrieved from https://www.straitstimes.com/business/companies-markets/oei-hong-leong-serves-notice-to-remove-chew-hua-seng-as-raffles-education

[19] Raffles Education Corporation Limited. (2017, October 10). Placement of up to 95 million new ordinary shares in the share capital of Raffles Education Corporation Limited. Retrieved from https://links.sgx.com/FileOpen/REC_Announcement_Issuance-and-Allotment-of-Shares-Final-10Oct2017.ashx?App=Announcement&FileID=473630

^[20] Tan, H. H. (2017, October 13). Oei Hong Leong seeks to oust Raffles Education chairman. The Business Times. Retrieved from https://www.businesstimes.com.sg/companies-markets/oei-hong-leong-seeks-to-oust-raffles-education-chairman

[21] Raffles Education Corporation Limited. (2017, October 10). Notification Form For Director/Chief Executive Officer In Respect Of Interests In Securities. Retrieved from https://links.sgx.com/FileOpen/_eFORM1V2_CHS_10Oct2017.ashx?App=Announcement&FileID=473652

[22] Raffles Education Corporation Limited. (2017, October 11). Notification Form For Substantial Shareholder(s)/ Unitholder(s) In Respect Of Interests In Securities. Retrieved from https://links.sgx.com/FileOpen/_eFORM3V2_OHL_11Oct2017.ashx?App=Announcement&FileID=473796

^[23] Tan, H. H. (2017, October 13). Oei Hong Leong seeks to oust Raffles Education chairman. The Business Times. Retrieved from https://www.businesstimes.com.sg/companies-markets/oei-hong-leong-seeks-to-oust-raffles-education-chairman

[24] Raffles Education Corporation Limited. (n.d.). Annual Report 2018. Retrieved from https://raffles.education/images/Investor/AnnualReport/Raffles-AR2018.pdf

[25] Oei, H. L., & Oei Hong Leong Art Museum Limited. (2021, April 12). Notice to the Board of Directors of Raffles Education Corporation (“REC”) Pursuant to Section 216A of the Companies Act (Cap 50, 2006 REC ED). Retrieved from https://save-raffles-education.com/wp-content/uploads/2021/04/Letter-to-REC-BOD-12April2021.pdf

^[26] Shaffer, L. (2018, December 14). Raffles Education: Two large shareholders seek vote to stop rights issue. Shenton Wire. Retrieved from https://shentonwire.net/2018/12/14/raffles-education-two-large-shareholders-seek-vote-to-stop-rights-issue/

[27] Raffles Education Corporation Limited. (2017, October 10). Placement of up to 95 million new ordinary shares in the share capital of Raffles Education Corporation Limited. Retrieved from https://links.sgx.com/FileOpen/REC_Announcement_Issuance-and-Allotment-of-Shares-Final-10Oct2017.ashx?App=Announcement&FileID=473630

[28] Raffles Education Corporation Limited. (2017, October 12). Requisition of Extraordinary General Meeting. Retrieved from https://links.sgx.com/FileOpen/REC-Announcement_Requisition-of-EGM-Final-12Oct2017.ashx?App=Announcement&FileID=474023

^[29] Tan, H. (2017, October 13). Oei Hong Leong seeks to oust Raffles Education chairman. Retrieved from https://www.businesstimes.com.sg/companies-markets/oei-hong-leong-seeks-to-oust-raffles-education-chairman

^[30] Williams, A. (2017, November 2). Raffles Education sets Nov 29 for EGM; tycoon Oei wants chairman removed. Retrieved from https://www.businesstimes.com.sg/companies-markets/raffles-education-sets-nov-29-for-egm-tycoon-oei-wants-chairman-removed

^[31] Lee, M. (2017, October 14). Under-fire Raffles Education boss asks for more time. Retrieved from https://www.tnp.sg/news/business/under-fire-raffles-education-boss-asks-more-time

[32] Lee, M. (2017, October 13). Tycoon seeks ouster of Raffles Education chief. The Straits Times. Retrieved from https://www.straitstimes.com/business/tycoon-seeks-ouster-of-raffles-education-chief

^[33] Shiao, V. (2017, November 16). Oei Hong Leong withdraws requisition notice to Raffles Education Corp. The Business Times. Retrieved from https://www.businesstimes.com.sg/companies-markets/oei-hong-leong-withdraws-requisition-notice-to-raffles-education-corp

[34] Soh, A. (2017, November 17). Hot stock: Raffles Education falls after Oei Hong Leong withdraws ouster bid. The Business Times. Retrieved from https://www.businesstimes.com.sg/companies-markets/hot-stock-raffles-education-falls-after-oei-hong-leong-withdraws-ouster-bid

[35] Vijayan, K. C. (2018, June 13). Businessman Oei Hong Leong sues for $15m in alleged share loss. The Straits Times. Retrieved from https://www.straitstimes.com/singapore/courts-crime/oei-hong-leong-sues-for-alleged-share-loss

^[36] Oei Hong Leong v Chew Hua Seng [2020] SGHC 39. Retrieved from https://www.supremecourt.gov.sg/docs/default-source/module-document/judgement/-2020-sghc-39-pdf.pdf

[37] Ibid.

[38] Tay, P. G. (2019, September 3). Raffles Education boss says signed note a ‘friendly agreement’ and not meant for court use. Retrieved from https://www.businesstimes.com.sg/companies-markets/raffles-education-boss-says-signed-note-a-friendly-agreement-and-not-meant-for

[39] Oei Hong Leong v Chew Hua Seng [2020] SGHC 39. Retrieved from https://www.supremecourt.gov.sg/docs/default-source/module-document/judgement/-2020-sghc-39-pdf.pdf

[40] Tay, P. G. (2020, February 26). Oei Hong Leong loses suit against Raffles Education’s Chew Hua Seng. The Business Times. Retrieved from https://www.businesstimes.com.sg/companies-markets/oei-hong-leong-loses-suit-against-raffles-educations-chew-hua-seng

[41] Lum, S. (2020, February 26). Tycoon Oei Hong Leong loses court battle against Raffles Education boss. The Straits Times. Retrieved from https://www.straitstimes.com/singapore/courts-crime/tycoon-oei-hong-leong-loses-court-battle-against-raffles-education-boss

[42] Tay, P. G. (2020, February 26). Oei Hong Leong loses suit against Raffles Education’s Chew Hua Seng. The Business Times. Retrieved from https://www.businesstimes.com.sg/companies-markets/oei-hong-leong-loses-suit-against-raffles-educations-chew-hua-seng

[43] The Straits Times. (2020, August 18). Tycoon Oei Hong Leong seeks again to oust Raffles Education founder Chew Hua Seng. The Straits Times. Retrieved from https://www.straitstimes.com/business/companies-markets/tycoon-oei-hong-leong-seeks-again-to-oust-raffles-education-founder

[44] Raffles Education Corporation Limited. (2018, December 6). Proposed renounceable and non-underwritten rights issue of up to 275,858,734 new ordinary shares in the capital of Raffles Education Corporation Limited. Retrieved from https://links.sgx.com/FileOpen/Announcement%20on%20Rights%20Issue%2006.12.18.ashx?App=Announcement&FileID=536556

^[45] Ong, Y. (2018, December 15). Raffles Edu shares drop 6.14% after Oei’s salvo on rights issue. The Business Times. Retrieved from https://www.businesstimes.com.sg/companies-markets/raffles-edu-shares-drop-614-after-oeis-salvo-on-rights-issue

[46] Raffles Education Corporation Limited. (2018, December 14). Requisition of Extraordinary General Meeting. Retrieved from https://links.sgx.com/FileOpen/REC-%20Announcement%20of%20Requisition%20to%20Convene%20EGM%2014%20Dec%202018.ashx?App=Announcement&FileID=537465

[47] The Straits Times. (2019, March 6). Raffles Education calls off rights issue, citing ‘market conditions’. Retrieved from https://www.straitstimes.com/business/companies-markets/raffles-education-calls-off-rights-issue-citing-market-conditions

[48] Lee, M. (2018, December 31). Raffles Education rejects Oei Hong Leong’s request for EGM. The Business Times. Retrieved from https://www.businesstimes.com.sg/companies-markets/raffles-education-rejects-oei-hong-leongs-request-for-egm

^[49] Raffles Education Corporation Limited. (2018, December 31). Response to Requisition of Extraordinary General Meeting. Retrieved from https://links.sgx.com/FileOpen/Announcement%20of%20Response%20to%20Requisition%20to%20Convene%20EGM%2031%20Dec%202018.ashx?App=Announcement&FileID=539093

^[50] Raffles Education Corporation Limited. (2018, October 11). Notice of Annual General Meeting. Retrieved from https://links.sgx.com/FileOpen/REC_AGM%20Ad%202018.ashx?App=Announcement&FileID=529235

[51] Raffles Education Corporation Limited. (2018, October 29). Annual General Meeting poll results. Retrieved from https://links.sgx.com/FileOpen/Poll%20Results.ashx?App=Announcement&FileID=531280

^[52] Raffles Education Corporation Limited. (2018, October 29). Annual General Meeting – Poll Results. Retrieved from https://links.sgx.com/FileOpen/Poll%20Results.ashx?App=Announcement&FileID=531280

^[53] Ramchandani, N. (2018, December 6). Raffles Education Corp Proposes 2-for-10 Rights Issue. The Business Times. Retrieved from https://www.businesstimes.com.sg/companies-markets/raffles-education-corp-proposes-2-for-10-rights-issue

[54] Raffles Education Corporation Limited. (n.d.). Annual Report 2018. Retrieved from https://raffles.education/images/Investor/AnnualReport/Raffles-AR2018.pdf

^[55] Raffles Education Corporation Limited. (2019, March 5). Cancellation of proposed renounceable and non-underwritten rights issue of up to 275,858,734 new ordinary shares in the capital of Raffles Education Corporation Limited. Retrieved from https://links.sgx.com/FileOpen/REC%20_Cancellation%20of%20Proposed%20Renounceable%20and%20Non-Underwritten%20Rights%20Issue.ashx?App=Announcement&FileID=546394

[56] The Straits Times. (2019, March 6). Raffles Education calls off rights issue, citing ‘market conditions’. Retrieved from https://www.straitstimes.com/business/companies-markets/raffles-education-calls-off-rights-issue-citing-market-conditions

[57] Raffles Education Corporation Limited. (2018, April 23). Proposed renounceable non-underwritten rights issue. Retrieved from https://links.sgx.com/FileOpen/REC-Announcement-Results-of-Rights-Issue-23Apr2018.ashx?App=Announcement&FileID=500505

[58] Lam, F. (2020, August 18). Tycoon Oei Hong Leong seeks again to oust Raffles Education founder. The Business Times. Retrieved from https://www.businesstimes.com.sg/companies-markets/tycoon-oei-hong-leong-seeks-again-to-oust-raffles-education-founder

[59] Lam, F. (2020, August 27). Raffles Education says no merit to tycoon’s EGM request; posts S$16.4m FY loss. The Business Times. Retrieved from https://www.businesstimes.com.sg/companies-markets/raffles-education-says-no-merit-to-tycoons-egm-request-posts-s164m-fy-loss

[60] Raffles Education Corporation Limited. (2020, August 31). Requisition of Extraordinary General Meeting. Retrieved from https://links.sgx.com/FileOpen/REC%20Announcement%20-%20Requisition%20To%20Convene%20EGM%20Pursuant%20To%20S.%20176%20of%20the%20Companies%20Act%20-%2031%20Aug%202020..ashx?App=Announcement&FileID=630069

[61] Raffles Education Corporation Limited. (2020, August 17). Requisition of Extraordinary General Meeting. Retrieved from https://links.sgx.com/FileOpen/Announcement%20-%20REC%20-%20Requisition%20to%20Convene%20EGM%20Pursuant%20to%20S.%20176%20of%20the%20Companies%20Act%20-%2017%20Aug%202020.ashx?App=Announcement&FileID=628274

[62] Lam, F. (2020, September 1). Oei Hong Leong renews request for Raffles Education EGM, cites CAD complaint. The Business Times. Retrieved from https://www.businesstimes.com.sg/companies-markets/oei-hong-leong-renews-request-for-raffles-education-egm-cites-cad-complaint

[63] Ibid.

[64] Lam, F. (2020, September 2). Raffles Edu boss says CAD not investigating him, notes probe against requisitionist. The Business Times. Retrieved from https://www.businesstimes.com.sg/companies-markets/raffles-edu-boss-says-cad-not-investigating-him-notes-probe-against-requisitionist

[65] Chia, R. (2020, September 8). Hot stock: SGX queries Raffles Education after shares jump 26%. The Business Times. Retrieved from https://www.businesstimes.com.sg/companies-markets/hot-stock-sgx-queries-raffles-education-after-shares-jump-26

[66] Raffles Education Corporation Limited. (2020, September 19). Requisition of Extraordinary General Meeting. Retrieved from https://links.sgx.com/FileOpen/REC%20SGX%20Announcement%20In%20Response%20to%2031%20Aug%202020%20EGM%20Requisition%20-%2019%20Sept%202020.ashx?App=Announcement&FileID=632225

[67] Raffles Education Corporation Limited. (2015, March 12). RafflesEducationCorp Through Its Subsidiaries Acquires The Remaining Shares Not Currently Owned In Educomp-Raffles Higher Education Limited. Retrieved from https://links.sgx.com/FileOpen/REC-Announcement-Increase%20in%20Interest%20in%20ERHEL-12Mar2015-Final.ashx?App=Announcement&FileID=338604

[68] Raffles Education Corporation Limited. (2015, September 16). Proposed Acquisition Of The Remaining Shares Not Currently Owned In Educomp-Raffles Higher Education Limited By RafflesEducationCorp Through Its Subsidiaries. Retrieved from https://links.sgx.com/FileOpen/REC-Announcement-Increase%20in%20Interest%20in%20ERHEL-16Sep2015-Final.ashx?App=Announcement&FileID=369797

[69] Belur, R. (2016, November 19). 160 students in a fix as Raffles design institute shuts down. Raffles Edu boss says CAD not investigating him, notes probe against requisitionist. The New Indian Express. Retrieved from https://www.newindianexpress.com/cities/bengaluru/2016/nov/19/160-students-in-a-fix-as-raffles-design-institute-shuts-down-1540240.html

 

[70] Raffles Education Corporation Limited. (2017, April 17). Arbitral Award Issued In The Arbitration In Respect Of Proposed Acquisition Of The Remaining Shares Not Currently Owned In Educomp-Raffles Higher Education Limited By Raffles Education Corporation Through Its Subsidiaries. Retrieved from https://links.sgx.com/FileOpen/REC-Announcement-Arbitral%20Award%20In%20Relation%20To%20Intended%20Increase%20in%20Interest%20in%20ERHEL-17Apr2017.ashx?App=Announcement&FileID=448531

[71] Soon, W. (2017, April 17). Raffles Education wins case against India’s Educomp. The Business Times. Retrieved from https://www.businesstimes.com.sg/companies-markets/raffles-education-wins-case-against-indias-educomp

[72] Lam, F. (2020, September 1). Oei Hong Leong renews request for Raffles Education EGM, cites CAD complaint. The Business Times. Retrieved from https://www.businesstimes.com.sg/companies-markets/oei-hong-leong-renews-request-for-raffles-education-egm-cites-cad-complaint

[73] Oei, H. L. (2020, September 21). Oei Hong Leong to Lim How Teck. September 21, 2020. Retrieved from https://save-raffles-education.com/letter-dated-21-sep-2020-from-mr-oei-hong-leong-to-mr-lim-how-teck-lead-independent-director-of-raffles-education/

[74] Ibid.

[75] Raffles Education Corporation Limited. (2020, September 30). Announcement on Resolution Passed at the Extraordinary General Meeting (“EGM”. Retrieved from https://links.sgx.com/FileOpen/REC%20Announcement%20on%20Poll%20Results%20at%20EGM%20held%20on%2030%20Sep%202020.ashx?App=Announcement&FileID=633588

 

[76] Oei, H. L. (2021, February 8). An Open Letter from Mr Oei Hong Leong on 8 Feb 2021. Retrieved from https://save-raffles-education.com/an-open-letter-from-mr-oei-hong-leong-on-8-feb-2021/

[77] Oei, H. L., & Oei Hong Leong Art Museum Limited. (2021, April 12). Notice to the Board of Directors of Raffles Education Corporation (“REC”) Pursuant to Section 216A of the Companies Act (Cap 50, 2006 REC ED). Retrieved from https://save-raffles-education.com/wp-content/uploads/2021/04/Letter-to-REC-BOD-12April2021.pdf

[78] Oei, H. L., & Oei Hong Leong Art Museum Limited. (2021, April 12). Raffles Education Corporation Limited (REC) – Private Placement Concluded in October 2017. Retrieved from https://save-raffles-education.com/wp-content/uploads/2021/04/Letter-to-RHB-12April2021.pdf

[79] Oei, H. L., & Oei Hong Leong Art Museum Limited. (2021, April 23). Requisition to Convene an Extraordinary General Meeting of Raffles Education Corporation (“REC”) Pursuant to Section 176 of the Companies Act (Chapter 50 of Singapore). Retrieved from https://save-raffles-education.com/wp-content/uploads/2021/04/Letter-to-REC-Board-of-Directors-Dated-23-April-2021.pdf

[80] Oei, H. L., & Oei Hong Leong Art Museum Limited. (2021, April 28). Notice to the Board of Directors of Raffles Education Corporation (“REC”) Pursuant to Section 216A of the Companies Act, Chapter 50 of Singapore. Retrieved from https://save-raffles-education.com/wp-content/uploads/2021/04/Letter-to-The-Board-of-Directors-of-Raffles-Education-Dated-28-April-2021.pdf

[81] This section draws extensively from the following article: Mak, Y. T. (2021, July 31). Raffles Education: An Inexcusable Disclosure Breach. Governance for Stakeholders. Retrieved from https://governanceforstakeholders.com/2021/07/31/raffles-education-an-inexcusable-disclosure-lapse/

[82] Raffles Education Corporation Limited. (2021, July 29). Announcement of potential litigation. Retrieved from https://links.sgx.com/FileOpen/RE%20Announcement%20Of%20Potential%20Litigation.ashx?App=Announcement&FileID=676387

[83] Oei, H. L. (2021, July 23). Failure to Disclose Significant Litigation Affecting Raffles Education Corporation (Letter Dated 23 July 2021). Retrieved from https://save-raffles-education.com/failure-to-disclose-significant-litigation-affecting-raffles-education-corporation-letter-dated-23-july-2021/

[84] Raffles Education Corporation Limited. (2021, July 28). Response from Raffles Education Board to Oei Hong Leong and Oei Hong Leong Art Museum Letter Dated 23 July 2021 (Letter Dated 28 July 2021). Retrieved from https://save-raffles-education.com/response-from-raffles-education-board-to-oei-hong-leong-and-oei-hong-leong-art-museum-letter-dated-23-july-2021-letter-dated-28-july-2021/