Kitchen Culture Says Notices Filed to Correct Attempts By Director to Change ACRA Records of 5 Fellow Directors, Company Secretary and Address After Purported EGM That Has Been Deemed Invalid
2022年12月5日 - 5:30PM
JCN Newswire
Kitchen Culture Holdings Ltd. ("Kitchen Culture" or the
"Company") said today that it had filed notices to correct attempts
by a director, Madam Hao Dongting ("Mdm Hao") - who is intricately
linked to its largest shareholder that has made a second invalid
attempt to remove 5 of her fellow board members - to change records
of the secretary, office bearers and address of the Company as
registered with the Accounting and Corporate Regulatory Authority
("ACRA").
It said that Mdm Hao and 5 persons seeking to replace 5 current
directors are circumventing the need to go through "proper and
required legal processes" to determine the validity of a purported
extraordinary general meeting ("Purported EGM") held by electronic
means on 25 November 2022.
Kitchen Culture has repeatedly asked the 8 requisitioners led by
its largest shareholder OOWAY Group Ltd. ("OOWAY Group") - of which
Mdm Hao is a substantial shareholder and director - to bring the
matter of the validity of the Purported EGM before a Singapore
Court. Alternatively, they can issue fresh and compliant notices
and other documents to call for a fresh EGM.
The Company deems the meeting to be invalid as requisitioners had
not sent valid notices, while 5 persons they sought to appoint (the
"5 Purported Appointees") were ineligible for election in the first
place as they had failed, neglected or refused to submit relevant
documents on time, even assuming that it was a valid general
meeting.
The Company has also received many emails and calls from
shareholders voicing frustration that the requisitioners had
proceeded with the Purported EGM and announced "the results" in a
press release issued on ACN newswire the same day. Many
shareholders have also said they had not received the notices
calling for the meeting.
The requisitioners have yet to respond to the Company's request to
bring the matter to Court. Instead, in recent days, Mdm Hao, on
behalf of the "new board" supposedly comprising herself and the 5
Purported Appointees, appears to have been contacting or attempting
to contact the Company's professional firms to replace the
incumbent Company Secretary with 2 others and to change the
registered office to the latter's.
The "new company secretaries", without waiting for a determination
by the Singapore Court or informing the incumbent Company Secretary
or the Directors, proceeded to file these changes online with ACRA.
However, Kitchen Culture has taken swift action to file corrective
notices with ACRA.
In any case, these are matters which shall be effected according to
resolutions properly passed by shareholders or the proper
Directors, the Company said. "The filing of any such 'changes' does
not have any substantive effect on the legality - or, for the
matter, the invalidity - of the removals, appointments, or change
of registered office."
"The Directors (other than, of course, Mdm Hao) view these actions
to be extremely disruptive of and interfere with the orderly
conduct of the business and affairs of the Company, to create
uncertainty and sow confusion, as well as are unlawful," Kitchen
Culture said.
The 5 Purported Appointees proposed by the requisitioners are James
Beeland Rogers, Jr., Yip Kean Mun, Lam Kwong Fai, Tan Meng Shern
and Cheung Wai Mun. The Requisitioners comprise OOWAY Group and 7
individuals who own an aggregate of 21.71% of the Company's
shares.
Kitchen Culture's Board, with the exception of Mdm Hao, has said
that there are no grounds to justify the resignations of 5 current
directors - Mr Lim Wee Li (Executive Director), Mr Lau Kay Heng
(Non-Executive 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 Group's representative and former Interim CEO of Kitchen
Culture, ceased to be Executive Director. The Company has stressed
that OOWAY Group had 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.
Shares of the SGX Catalist-listed provider of kitchen and bathroom
solutions have been suspended from trading since July 2021. Its
Board has seen several changes since the involvement of OOWAY Group
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
Copyright 2022 JCN Newswire . All rights reserved.