Kitchen Culture’s Extraordinary General Meeting (EGM) on 25 November 2022: 100% of eligible votes were cast in favour of all Resolutions

The Relevant Shareholders[3] of Kitchen Culture Holdings Ltd. (“Kitchen Culture”, “the Company” or “the Group”) today announced that all Resolutions tabled at the Extraordinary General Meeting held on 25 November 2022 were approved, with 100% of eligible votes cast in favour of each Resolution and none against.

Mr Liu Yanlong, a representative for OOWAY Group Ltd, commented on the results of the EGM voting, stating, “The results of the EGM held today confirmed the lack of trust and confidence in the current Board of Directors by shareholders of Kitchen Culture and their wish to give a new Board of Directors the mandate and opportunity to steer the company forward and in a direction that will create shareholder value.

The fact that all resolutions were passed with 100% of the eligible votes cast clearly reflects this.”

The Relevant Shareholders are also confident, pursuant to legal advice received, that the Resolutions passed at the EGM to appoint 5 new Directors (See Annex A) and remove the 5 incumbent Directors (See Annex B) fulfil all statutory and constitutional requirements of the Company, the Companies Act 1967, as well as the SGX-ST Catalist Rules.

Section 177 of the Companies Act 1967 permits 2 or more members holding at least 10% of the company’s issued shares (excluding treasury shares) to call for a General Meeting.

Mr Liu Yanlong reiterated “This EGM signifies a new dawn for Kitchen Culture and we hope for the new Board of Directors to breathe new life into the Company. Despite the obstacles put in place by the previous board to obstruct the conduct of this EGM, we are delighted to announce that not only was the EGM successfully concluded, but all shareholders eligible to vote at the EGM have also voted in favour of all Resolutions.”

“We are informing Kitchen Culture’s Corporate Secretary of the EGM results and respectfully urge the previous Board of Directors and the corporate secretary to cooperate fully in the transition phase during the handover. We will not hesitate to take legal actions to compel such compliance where necessary.” Added Mr Liu Yanlong.

The new Board of Directors, with a fresh mandate obtained from shareholders of the Company, will immediately take to the task of turning the Company around and creating shareholder value, while also being mindful to engage and communicate with shareholders and to run the Company in a more transparent manner.

Mr Yip Kean Mun, as a member of the new Board of Directors, said, “On behalf of the new Board of Directors of Kitchen Culture, I wish to express our gratitude to all shareholders for their support. We value the trust and confidence you have placed in us, and we will do everything possible to meet and exceed your expectations. We intend to adopt a policy of frequent engagement and communication with all shareholders in order to provide the transparency that all investors demand.”

Commenting on the EGM and the new Board, one of Kitchen Culture’s shareholders, Mr Lin Xiao Long said, I am confident that the new Board will be able to reorganise and revive the Company such that it becomes attractive again to investors looking for stable companies with good value and growth potential”.

Note:

1. As the COVID-19 situation is still ongoing, the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 are still in force. With reference to paragraph 5(1) read with the First Schedule, the Company may convene, hold, conduct, whether wholly or partly, the Annual General Meeting, by electronic means. This includes provision for production and distribution of documents by electronic means.

2. Section 177 Notice constituting a special notice under Section 152(2) read with Section 185 of the Companies Act 1967 of Singapore (the “Companies Act”) of the intention of the Relevant Shareholders to convene an extraordinary general meeting of the Company (the “EGM”) pursuant to Section 177 of the Companies Act.

3. Relevant Shareholders refers to OOWAY Group Ltd., Koh Cher Chow, Lin Xiao Long, Ling Chui Chui, Koh Ngin Joo, Lim Cheng Huat, Chew Yu Sheng and Soh Koon Eng.

Issued by the Relevant Shareholders of Kitchen Culture Ltd.

Media and Investors Contact:

Email: query@oowayasia.com

Annex A: New Board of Directors

– Appointed at EGM on 25 November 2022

1. Mr James Beeland Rogers, Jr. appointed as a Non-Executive Director of the Company;

2. Mr Yip Kean Mun appointed as an Executive Director of the Company;

3. Mr Lam Kwong Fai appointed as an Independent Director of the Company;

4. Mr Tan Meng Shern appointed as an Independent Director of the Company; and

5. Mr Cheung Wai Man appointed as an Independent Director of the Company.

– Appointed at last annual general meeting on 18 March 2022

6. Mdm Hao Dongting re-appointed as Non-Executive Chairperson on 18 March 2022, and later re-designated as Non-Executive Non-Independent Director on 10 November 2022.

Annex B: Previous Board of Directors

– Removed at EGM on 25 November 2022

1. Mr. Lau Kay Heng

2. Mr. Lim Wee Li

3. Mr. William Teo Choon Kow

4. Mr. Ang Lian Kiat and

5. Mr. Peter Lim King Soon

Kitchen Culture Holdings Ltd. [SGX: 5TI] [BBG: KCH:SP] [RIC: KCHL.SI] https://kcholdings.com.sg






Topic: Press release summary



Kitchen Culture’s Extraordinary General Meeting (EGM) to be held on 25 November 2022, 9.00 a.m.

The Relevant Shareholders[1] of Kitchen Culture Holdings Ltd. (“Kitchen Culture” or the “Company”) refer to the EGM which will be convened on Friday, 25 November 2022 at 9.00 a.m. to be held by way of electronic means in relation to the proposed removal of 5 existing directors and the appointment of 5 new directors.

The Relevant Shareholders advise shareholders of the Company (“Shareholders”) not to be discouraged by any statement issued by the Company about the validity of the EGM or seeking to persuade them not to attend the EGM. The EGM will proceed with or without the cooperation of the Company.

The Relevant Shareholders emphasize that there is no provision in the Company Constitution, Companies Act, or SGX Listing Manual that gives the Company the power to declare the EGM invalid.

Legal advisors have also confirmed that the Notice of EGM as published on 3 November 2022 in the Business Times (“Notice of the EGM”) and the EGM are valid pursuant to the Company’s Constitution and the Companies Act 1967 of Singapore.

The Relevant Shareholders would like to remind Shareholders that the Company had previously refused to publish the Notice of EGM on SGXNet and on the Company’s website, contrary to Catalist Rule 704(14) of the SGX Listing Manual (the “Rule”). Under the Rule, the Company is required to immediately announce the details of any general meeting, such as by publishing a copy of the Notice of the EGM on SGXNet and the Company’s website, regardless of any advice sought or action to be taken. Failure to do so is a breach of the Rule and unfairly disenfranchises Shareholders who wish to attend and vote at a general meeting.

Shareholders are strongly encouraged to attend and vote at the EGM either in person or via proxy, to exercise their rights as shareholders of the Company with respect to the proposed resolutions set out in the Notice of the EGM.

[1] Relevant Shareholders refers to OOWAY Group Ltd., Koh Cher Chow, Lin Xiao Long, Ling Chui Chui, Koh Ngin Joo, Lim Cheng Huat, Chew Yu Sheng and Soh Koon Eng.

Issued by Relevant Shareholders of Kitchen Culture Ltd.

Media and Investors Contact:

Email: query@oowayasia.com

Kitchen Culture Holdings Ltd. [SGX: 5TI] [BBG: KCH:SP] [RIC: KCHL.SI] https://kcholdings.com.sg






Topic: Press release summary



Kitchen Culture’s Extraordinary General Meeting (EGM) to be held on 25th November 2022, 9am

Relevant Shareholders[1] of Kitchen Culture Holdings Ltd. today announced that the new Extraordinary General Meeting of the Company (EGM) will be convened on 25th November 2022 at 9am. The Live EGM Webcast and the Live EGM Audio Feed has been arranged in place of a physical EGM.

The Relevant Shareholders have informed the Company’s Board on 2nd November 2022 in a letter of the same date of their intention to convene an EGM pursuant to Section 177 of the Companies Act[2]. The full notice of the EGM has been published on The Business Times on 3rd November 2022. The EGM seeks to remove 5 of Kitchen Culture’s current Board of Directors and to appoint 5 new members to the Board. (See Annex A for details)

Shareholders who have pre-registered will be able to watch or listen to the EGM proceedings through the Live EGM Webcast or the Live EGM Audio Feed via mobile phone, tablet, computer or any such electronic device.

Details of the steps for pre-registration for the Live EGM Webcast or Live EGM Audio Feed, submission of substantial and relevant comments, queries and/or questions in advance of the EGM or through real-time electronic communication during the EGM, and voting live at the EGM by members themselves via real-time remote electronic voting or voting by appointing of a proxy(ies) or the Chairman of the EGM as proxy are set out in the Notice of EGM which has been published on The Business Times on 3rd November 2022.

All Shareholders including those who have bought shares using SRS monies must pre-register online at https://registration.ryt-poll.com/home/index/kchl-egm by 9.00 a.m. on Tuesday, 22nd November 2022 (being not less than 72 hours before the time appointed for holding the EGM) to enable verification of their status.

Following the verification and upon the closure of pre-registration, authenticated shareholders will receive email instructions to access the Live EGM Webcast and the Live EGM Audio Feed of the EGM proceedings by 9.00 a.m. on 24 November 2022 (being 24 hours before the time appointed for the holding of the EGM). The email instructions will contain the user ID, password details, and URL link to access the Live EGM Webcast and the Live EGM Audio Feed.

Reasons for changing to a new EGM date

The Relevant Shareholders of Kitchen Culture wish to highlight that the Company had previously refused to publish a Notice of EGM on SGXNet and on the Company’s website, contrary to Catalist Rule 704(14) of the SGX Listing Manual (“Rule”). Under the Rule, the Company is required to immediately announce the details of any general meeting, such as publishing a copy of the Notice of the EGM on SGXNet and the Company’s website regardless of any advice sought or action to be taken.

The failure to do so is a breach of the Rule and unfairly disenfranchises shareholders who wish to attend and exercise their vote at a general meeting.

The Relevant Shareholders[3] said,

By requisitioning for a new EGM date, we want to ensure that this time round, all shareholders of Kitchen Culture are given the opportunity to attend and vote at the EGM on 25th November 2022 (9:00am). Alternatively, those who are unable to attend the EGM can vote by proxy by 23rd November 2022 (9:00am).

As shareholders, they should have the right to decide who they wish to appoint to act in their interests as the directors of the Company.

We would like to thank all shareholders of Kitchen Culture who have supported our efforts thus far in the proposed appointment of our new board of directors, whom if elected, will make a significant difference in providing strong leadership and strategic direction to take the Company forward.”

“We also wish to inform all shareholders that the requisitioning of the previous EGM, was in compliance with all relevant statutes/rules, but we decided to take the difficult (but correct) decision to postpone the EGM date to ensure that all shareholders can make informed decision and vote accordingly.”

We have sought legal advice to review Article 71 of the Company’s Articles of Association and was advised to reschedule the EGM, giving 21 days’ notice to pre-empt any possible dispute on the length of the notice period.”

[1] “Relevant Shareholders” refer to OOWAY Group Ltd., Koh Cher Chow, Lin Xiao Long, Ling Chui Chui, Koh Ngin Joo, Lim Cheng Huat, Chew Yu Sheng and Soh Koon Eng who together hold more than 10% of Kitchen Culture’s issued share capital.

[2] Section 177 Notice constituting a special notice under Section 152(2) read with Section 185 of the Companies Act 1967 of Singapore (the “Companies Act”) of the intention of the Relevant Shareholders to convene an extraordinary general meeting of the Company (the “EGM”) pursuant to Section 177 of the Companies Act.

[3] See Annex B

Issued by Relevant Shareholders of Kitchen Culture Ltd.

Media and Investors Contact:

Email: query@oowayasia.com

Annex A: Extract of Agenda for EGM:

At the upcoming EGM, the 2 main agenda items among others to be raised are:

1. Removal of the following 5 Directors on the existing Board:

a. Mr. Lau Kay Heng

b. Mr. Lim Wee Li

c. Mr. William Teo Choon Kow

d. Mr. Ang Lian Kiat and

e. Mr. Peter Lim King Soon

2. Appointment of the following individuals to the Board:

a. Mr James Beeland Rogers, Jr. to be appointed as a Non-Executive Director of the Company;

b. Mr Yip Kean Mun to be appointed as an Executive Director of the Company;

c. Mr Lam Kwong Fai to be appointed as an Independent Director of the Company;

d. Mr Tan Meng Shern to be appointed as an Independent Director of the Company; and

e. Mr Cheung Wai Man to be appointed as an Independent Director of the Company.

This Notice of EGM has been advertised on 3rd November 2022, one English Language daily newspaper circulating in Singapore, namely The Business Times, pursuant to Article 71 of the Company’s Constitution.

Printed copies of this Notice of EGM and Proxy Form will NOT be sent to members. Instead, these documents ought to be made available by the Company to shareholders solely by electronic means via publication on the Company’s website and on the SGXNet.

Copies of the redacted curriculum vitae, Form 45 (Consent to Act as Director), confirmations of independence (where applicable) and Catalist Rules undertakings of these new directors proposed to be appointed to the board will be made accessible at these links:

Link 1: https://drive.google.com/drive/u/0/mobile/folders/1iEag3gqRV_OAMPuErTOrWmTsji4KRyvp?usp=sharing

Link 2: https://tinyurl.com/5bkvtepr

Annex B: Notice to Company

The Relevant Shareholders have also informed the Kitchen Culture Board that prior to the conclusion of the EGM, the Company, including the current Directors of the Company, should not:

1. Take any action to effect any casual appointment of Director(s) or action that will affect the number of existing issued shares of the Company or carry out any corporate action that is dilutive in nature to the minority shareholders of the Company;

2. Carry out any transaction that would result in the divestment or acquisition of any business interest or asset for or on behalf of the Company;

3. Enter into any transaction committing or exposing the Company to any potential liability of a significant nature.

Kitchen Culture Holdings Ltd. [SGX: 5TI] [BBG: KCH:SP] [RIC: KCHL.SI] https://kcholdings.com.sg






Topic: Press release summary