Kitchen Culture's Extraordinary General Meeting (EGM) on 25 November 2022: 100% of eligible votes were cast in favour of all Resolutions
2022年11月25日 - 5:30PM
JCN Newswire
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
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