Jul 25, 2023 | Business
The Board of Directors of Kitchen Culture Holdings Ltd is pleased to announce the appointment of new Directors to the Board to move the Company forward from its recent troubled history. This is in line with the Board’s objective to usher in a new era of transparency, accountability and business expertise.
The Board is pleased to announce the significant progress in resolving some of these issues.
The Company had received a letter of demand on 14 March 2023 from CDL Properties Ltd in relation to the Company’s alleged default of the lease agreement between the Company and CDL. The Company was subsequently evicted from its premises by CDL on 16 March 2023. The Board is pleased to announce that the Company has reached a settlement with CDL on 21 July 2023 to fully settle rental arrears and reinstate the office in Republic Plaza.
The Board’s priority has been to resolve outstanding legacy issues, including negotiating with creditors to resolve all long overdue liabilities, engaging an external auditor to audit the FY2022 financial statements, working with the special auditor to complete the special audit, and strengthening the Company’s internal controls.
In addition, the Board received a letter of demand from Mr Tan Gin Tat on 17 July 2023 for the S$1.5 million loan extended to the Company in the year 2022, as this is one of the legacy issues requiring resolution. The Board is currently seeking legal advice on this matter and will update shareholders in due course.
The Board had on 21 July 2023 announced that the Special Audit in relation to the Payroll Matter and the Transaction as announced by the Company on 29 September 2021, as agreed under the scope of work of the Special Auditors, has now been completed. The Board will now engage with relevant professionals to address the issues and recommendations raised from the Special Audit. In relation to the appointment of a new external auditor, the Board has identified a suitable external auditor and will be seeking shareholders’ approval for the appointment in due course.
The Board is also focused on fundraising and evaluating sustainable business opportunities to ensure the Company’s future success. As part of these efforts, the Company will be releasing a detailed business update as soon as practicable.
“We understand that the Company has faced significant challenges in the past, and we are committed to addressing these issues and moving forward.” said Mdm Hao Dongting, Non-Executive Chairperson of the Board. “We are confident that with the right strategies and execution, Kitchen Culture will be able to create sustainable growth and long-term shareholder value. Meanwhile, the Board will be conducting a thorough review of the Company’s operational and financial procedures and implement policies and procedures that ensure the Company is run in a transparent, responsible and efficient manner.”
“On behalf of the Board, we would like to express our gratitude to the Company’s employees, customers, and partners for their continued support during this transition period. We look forward to working closely with all stakeholders to ensure a successful future for the Company”, added Mdm Hao.
Reference 1:
https://links.sgx.com/1.0.0/corporate-announcements/WNQSOC0ID4TO935Y/f4d36cf0925be5e34e49c820ebdeddb24fbb7cdd3559ef696d5b6967e350d058
Reference 2:
https://links.sgx.com/FileOpen/KC%20Annct%20-%20Update%20on%20Letter%20of%20Demand.ashx?App=Announcement&FileID=766248
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This media release has been reviewed by the Company’s sponsor, SAC Capital Private Limited (the “Sponsor”). This media release has not been examined or approved by the Singapore Exchange Securities Trading Limited (“SGX-ST”) and the SGX-ST assumes no responsibility for the contents of this media release, including the correctness of any of the statements or opinions made or reports contained in this media release.
The contact person for the Sponsor is Ms Lee Khai Yinn (Telephone: +65 6232 3210) at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542.
Topic: Press release summary
Nov 25, 2022 | Business
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
Nov 19, 2022 | Business
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
Nov 19, 2022 | Business
Kitchen Culture Holdings Ltd. (“Kitchen Culture” or the “Company”) said today that a second attempt to convene an Extraordinary General Meeting (“Second Intended EGM”) to remove 5 of 6 directors next week is defective and invalid for non-compliance with the Companies Act 1967 and the Company’s Constitution.
Kitchen Culture had sought legal advice and had since early November 2022 been writing to lawyers representing OOWAY Group Ltd. (“OOWAY”) who in turns representing a group of 7 other shareholders (8 aforementioned shareholders collectively, the “Requisitioners”) who had published an advertisement in The Business Times on 3 November 2022 calling for the Second Intended EGM to be held on 25 November 2022 by electronic means.
Based on opinions of 2 lawyers, Kitchen Culture, the SGX Catalist-listed provider of solutions and products for kitchens and wardrobes said:
“… the Company announces that the Second Intended EGM (scheduled for 9.00 am on Friday 25 November 2022 to be held by electronic means) is NOT a proper extraordinary general meeting of the Company. As such, that Second Intended EGM is defective and invalid, and any resolution passed at any purported meeting held as the Second Intended EGM will be invalid. Even assuming that the Second Intended EGM is not defective and invalid, any resolution to remove any Director or to appoint some person in place of a Director so removed, will be invalid.”
The Requisitioners had not given sufficient notice in writing of the Second Intended EGM as required by the Companies Act and the Constitution of the Company. While the Requisitioners were in a position to send all required notices in writing to every member of the Company at the relevant and appropriate address they did not do so, the Company said.
Further, the Requisitioners are in ‘serious breach’ of the Company’s Constitution by failing to deposit executed Proxy Forms only at Kitchen Culture’s registered office. Instead, shareholders were informed that executed Proxy Forms were “to be sent to the office of a company unknown to the Company and at an address not previously known to the Company, and not to the registered office of the Company.”
Kitchen Culture’s Board, with the exception of Madam Hao Dongting, has said that there are no grounds to justify the resignations of the 5 directors – Mr Lim Wee Li (Executive Director), Mr Lau Kay Heng (NonExecutive Non-Independent Chairman), and 3 Independent Directors, Mr Ang Lian Kiat, Mr William Teo Choon Kow and Mr Peter Lim King Soon.
Mr Lau Kay Heng and Mr Peter Lim King Soon were named as new directors on 15 July 2022, the same day that Mr Lincoln Teo, an OOWAY representative and former Interim CEO of Kitchen Culture, ceased to be Executive Director. The Company stressed that OOWAY had in fact supported the re-appointments of Mr William Teo Choon Kow and Mr Ang Lian Kiat at the Annual General Meeting held on 18 March 2022.
The Requisitioners comprise OOWAY – the Company’s largest shareholder – and 7 individuals who own an aggregate of 21.71% of the Company’s shares. They had first issued Purported Notices under Section 177 of the Companies Act 1967 – on 30 September 2022 and 14 October 2022 – to remove the 5 directors at a physical EGM that was first called to be held on 1 November 2022 at the Grand Copthorne Waterfront Hotel.
Kitchen Culture had responded that the Purported Notices were defective and that any resolution passed at the 1 November 2022 EGM would be invalid. The Requisitioners then published the 3 November 2022 newspaper advertisement and engaged in legal correspondence with the Company’s lawyers.
“The Company will not be publishing as an announcement the Second Concatenation Purported Notice of EGM, and the Company cannot proceed and will not be proceeding with the Second Intended EGM purportedly called for by the Relevant Shareholders (i.e. the Requisitioners). If the Second Intended EGM is attempted to be held, and any resolution purportedly passed at such Second Intended EGM, would be invalid. In any case, the Company advises shareholders not to attend the Second Intended EGM purportedly called for on 25 November 2022”, Kitchen Culture said.
Kitchen Culture shares have been suspended from trading since July 2021. Its Board has seen several changes since the involvement of OOWAY in October 2020.
Issued by:
Kitchen Culture Holdings Ltd.
9 Raffles Place, #52-02, Republic Plaza
Singapore 048619
Tel: +65 6471 6776, Fax: +65 6472 6776
Media & Investor Contact
Whatsapp (Text): +65 9748 0688
kitchenculture@wer1.net
This press release has been reviewed by the Company’s sponsor, SAC Capital Private Limited (the “Sponsor”). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the “SGX-ST”) and the SGX-ST assumes no responsibility for the contents of this press release, including the correctness of any of the statements or opinions made or reports contained in this press release.
The contact person for the Sponsor is Ms. Lee Khai Yinn (Tel +65 6232 3210), at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542.
Topic: Press release summary
Nov 4, 2022 | Business
Kitchen Culture Holdings Ltd. (“Kitchen Culture” or the “Company”) said today it will seek fresh legal advice on the validity of a letter from a law firm and fresh notice received by a group of 8 shareholders (“requisitioners”) seeking to remove 5 of 6 directors via an Extraordinary General Meeting (“Second Intended EGM”) proposed for 25 November 2022.
The directors of SGX Catalist-listed provider of solutions and products for kitchens and wardrobes received the new notice (“Second Concatenation Purported Notice”) as well as a lawyer’s letter yesterday. The requisitioners also published an advertisement for the Second Concatenation Purported Notice in The Business Times today.
OOWAY Group Ltd. (“OOWAY”) – the Company’s largest shareholder – and 7 individuals who own an aggregate of 21.71% of the Company’s shares had issued Purported Notices under Section 177 of the Companies Act 1967 – on 30 September 2022 and 14 October 2022 – to remove the 5 directors. Kitchen Culture responded that the Purported Notices were defective and that any resolution passed on 1 November 2022 would be invalid.
Kitchen Culture’s Board, with the exception of Madam Hao Dongting, has said that there are no grounds to justify the resignations of the 5 directors – Mr Lim Wee Li (Executive Director), Mr Lau Kay Heng (Non-Executive Director and Vice-Chairman), and 3 Independent Directors, Mr Ang Lian Kiat, Mr William Teo Choon Kow and Mr Peter Lim King Soon.
Mr Lau Kay Heng and Mr Peter Lim King Soon were named as new directors to on 15 July 2022, the same day that Mr Lincoln Teo, an OOWAY representative and former Interim CEO of Kitchen Culture, ceased to be Executive Director. The Company stressed that OOWAY had in fact supported the re-appointments of Mr William Teo Choon Kow and Mr Ang Lian Kiat at the Annual General Meeting held on 18 March 2022.
Addressing the letter and notices received yesterday from a law firm, which did not confirm for whom they were acting, Kitchen Culture said:
– The undated Second Concatenation Purported Notice contained resolutions for the proposed for Second Intended EGM scheduled for 25 November 2022 that were substantially similar to those proposed for the 1 November 2022 EGM that was ‘postponed’. Yet it made no mention nor explained the so-called ‘postponement’ advertised by requisitioners on 29 October 2022 in The Business Times despite having issued a press release on 24 October 2022 urging shareholders to attend;
– As the above documents gave notice of the “Second Intended EGM” “to be convened and held only be electronic means” on 25 November 2022, it remains unclear if requisitioners have detracted from the “postponed” 1 November 2022 EGM which they had earlier urged shareholders to attend;
– The letter received from the law firm failed to explain how 2 earlier notices filed by requisitioners ahead of the earlier EGM (1 November 2022) can be “reissued” as a “composite” in the form of the Second Concatenation Purported Notice to call for the Second Intended EGM; and
– The requisitioners did not confirm whether the requisitioners regard the Second Intended EGM to be in anyway connected with the 1 November 2022 EGM that was called off.
The Company will seek to communicate with the requisitioners to minimise, if not to clear up, the confusion among shareholders which might have been caused by the requisitioners’ actions or by the documents or omissions contained in the documents received yesterday.
Kitchen Culture urged shareholders in the meantime “NOT to accept unquestioningly the Second Concatenation Purported Notice of EGM or its related Proxy Form, or the validity the Second Intended EGM. Instead, they should await further announcements of the Company to give updates on this subject.”
Kitchen Culture shares have been suspended from trading since July 2021. Its Board has seen several changes since the involvement of OOWAY in October 2020.
Issued by:
Kitchen Culture Holdings Ltd.
9 Raffles Place, #52-02, Republic Plaza
Singapore 048619
Tel: +65 6471 6776, Fax: +65 6472 6776
Media & Investor Contact
Whatsapp (Text): +65 9748 0688
kitchenculture@wer1.net
This press release has been reviewed by the Company’s sponsor, SAC Capital Private Limited (the “Sponsor”). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the “SGX-ST”) and the SGX-ST assumes no responsibility for the contents of this press release, including the correctness of any of the statements or opinions made or reports contained in this press release.
The contact person for the Sponsor is Ms. Lee Khai Yinn (Tel +65 6232 3210), at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542.
Kitchen Culture Holdings Ltd. [SGX: 5TI] [BBG: KCH:SP] [RIC: KCHL.SI] https://kcholdings.com.sg
Topic: Press release summary
