Category: Daily Finance

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

Trintech Client Serco Named Winner in 15th Annual Ventana Research Digital Leadership Awards

Trintech, a leading global provider of cloud-based financial close solutions for the Office of Finance, announced today that its customer, Serco, a leading provider of professional, technology, engineering and management services, has been named the winner in the “Office of Finance” category of the 15th annual Ventana Research Digital Leadership Awards. Serco’s win is attributed to its innovative use of Trintech’s Cadency Platform to standardize and automate its reconciliation and financial close processes.

“We want to congratulate Serco for its use of Trintech’s solution in applying automation in its accounting close to speed processes in a complex business, enable staff to focus more of their time on high-value efforts and promote greater confidence in the integrity of its financial statements,” remarked Robert Kugel, Senior Vice President and Research Director at Ventana Research.

Following the successful roll-out of Cadency, Serco has achieved a single, standardized approach to balance sheet management on a global scale. Reconciliations now require less manual effort thanks to increased automation and the application of a risk-based strategy. In addition, the use of a centralized global solution has provided greater insight into the total number of reconciliations performed as well as their timeliness and accuracy.

“I am honored to accept this award on behalf of the Project Team who implemented Cadency and the BAU team who continues to use and promote continuous improvement within our reconciliation process,” said Paul Adams, Head of New Business & R2R at Serco. “The transformative success our team has been able to achieve with Trintech’s Cadency solution has been remarkable and we look forward to additional successes as we continue our financial transformation journey with Trintech.”

Automation has not only reduced Serco’s cost but also allows their team to focus on more value-added tasks. “Competition for talent is a big focus and challenge for many organizations today,” continued Adams. “Automation can help retain your resources by allowing them to focus on value-added tasks instead of the manual, transactional processes.”

Today, Serco is running 5,000 balance sheet reconciliations through Cadency on a monthly basis. In addition, they are auto-reconciling 15,000 accounts which has saved their team a total of 500 hours per month. To gain even further efficiencies, Serco also utilizes Trintech’s pre-built Cadency SAP(R)-Certified Connector. “This connector automatically interfaces data flows from our SAP instance into Cadency so our team can begin analyzing it within minutes. Having the direct interface from SAP also gives confidence in the data matching between the two systems,” continued Adams. From a reporting perspective, Serco’s leadership team also now has full visibility into a Reporting dashboard that allows them to drill-down into any account and identify risk on the balance sheet.

Looking ahead, Serco is looking to continue to expand its automation strategy to gain further efficiencies across their processes. “If it is a repeatable process, the benefits of having technology doing it is far superior to any human. Automation is vital for process efficiency and cost-effectiveness,” concluded Adams.

About Trintech

Trintech Inc., a pioneer of financial corporate performance management software, combines technical and financial expertise to create innovative, cloud-based software solutions that deliver world-class financial operations and insights. From high volume transaction matching and streamlining daily operational reconciliations, to automating and managing balance sheet reconciliations, intercompany accounting, journal entries, disclosure reporting and bank fee analysis, to governance, risk and compliance – Trintech’s portfolio of financial solutions, including Cadency(R), Adra(R), and targeted tools, ReconNET(TM), T-Recs(R), and UPCS(R), help manage all aspects of the financial close process. Trintech’s excellence in both innovation and client support have been recognized with a variety of awards over the years including most recently “Easiest to Do Business With” and “Fastest Implementation” in G2’s Fall 2022 Report. Over 3,500 clients worldwide – including the majority of the Fortune 100 – rely on the company’s cloud-based software to continuously improve the efficiency, reliability, and strategic insights of their financial operations.

Headquartered in Dallas, Texas, Trintech has offices located across the United States, United Kingdom, Australia, Singapore, France, Germany, Ireland, the Netherlands, and the Nordic countries, as well as strategic partners in South Africa, Latin America, and the Asia Pacific. To learn more about Trintech, visit www.trintech.com or connect with us on LinkedIn, Facebook and Twitter.

Media Contact:
Kelli Shoevlin
Sr. Manager, Global Corporate Marketing & Communications
kelli.shoevlin@trintech.com

SOURCE: Trintech, Inc.

Kitchen Culture Criticises Requisitioners for ‘Diametrically Changing’ Minds by Publishing Advertisement to Call off EGM to Remove 5 Directors; Company Affirms 1 November EGM Will Not Proceed

Kitchen Culture Holdings Ltd. (“Kitchen Culture” or the “Company”) said today that a group of 8 shareholders (“the requisitioners”) seeking to remove 5 of 6 directors has caused confusion among shareholders and the public by publishing a newspaper advertisement calling off the Extraordinary General Meeting (“EGM”) with 1 working day’s notice before it was due to be held.

The Company said it was made aware of a relatively small advertisement published by the requisitioners in The Business Times on 29 October 2022 (Saturday) to ‘postpone’ the EGM – originally proposed for 9.00 am on 1 November 2022 (Tuesday) at Grand Copthorne Waterfront Hotel – even though the requisitioners had not communicated this to the Board of Directors (“the Board”).

While the requisitioners had published a significantly larger advertisement in The Sunday Times – a different newspaper – on 16 October 2022 calling for the EGM and had issued a press release via ACN newswire 8 days later urging shareholders to attend, they now “… appear, suddenly and without giving any explanation, to have diametrically changed their minds with just 1 working day before 1 November 2022,” Kitchen Culture said.

The Company said that some shareholders may not be aware of the latest advertisement by the requisitioners whose conduct has continued to cause confusion. Kitchen Culture has been receiving calls from shareholders expressing confusion and frustration as they had not received the Purported Notices and proxy forms in the days leading up to the EGM.

OOWAY Group Ltd. (“OOWAY”) and 7 individuals who own an aggregate of 21.71% of the Company’s shares had issued Purported Notices issued under Section 177 of the Companies Act 1967 – on 30 September 2022 and 14 October 2022 – to remove the 5 directors.

Kitchen Culture has said that 2 law firms have advised that Purported Notices were defective and that any resolutions passed on 1 November 2022 would be invalid.

The Company reminded shareholders today that based on the requisitioners’ advertisement on 29 October 2022, the intended EGM tomorrow will not be proceeding, and that they should not show up in person nor provide proxy forms.

Kitchen Culture also stressed that, as advised by its lawyers, it is incorrect for the requisitioners to state in the advertisement that they are “postponing” the intended EGM or to “announce” another date “in due course”. The Company will write to the requisitioners for clarifications and confirmations on this and other relevant points, as appropriate.

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 the SGX Catalist-listed provider of solutions and products for kitchens and wardrobes 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.

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

Society Pass (Nasdaq: SOPA)/Thoughtful Media Group Collaborates With Magnite to Develop Retail Media Network in Southeast Asia

Thoughtful Media Group Inc (“Thoughtful Media Group” or “TMG”), the Thailand-based, digital advertising arm of Society Pass Incorporated (Nasdaq: SOPA) (“SoPa” or the “Company”), Southeast Asia’s (“SEA”) leading data-driven loyalty and e-commerce ecosystem, today announced a collaboration with Magnite Inc, (NASDAQ: MGNI) (“Magnite”), the world’s largest independent omnichannel sell-side advertising platform. Magnite serves as the first sell-side platform connected to the TMG Media Network, a premium omni-channel cross-platform advertising solution for international and regional brand advertisers.

The TMG Media Network offers brand advertisers exposure to consumers in Vietnam, Indonesia, Philippines, Singapore, and Thailand, including the more than 3.3 million registered consumers on SoPa’s ecosystem. The network features premium inventory spanning its owned channels and the wider web, including display, mobile, video, social and digital out-of-home when fully deployed. For brand advertisers, the TMG Media Network offers an unprecedented combination of scale and personalized media, targeting SEA markets and their combined 650 million population.

Magnite enables programmatic activation and expands demand facilitation for TMG Media Network across its omnichannel inventory. Advertisers and publishers are then able to activate data from TMG Media Network through Magnite, unlocking new opportunities to reach audiences at scale across ad formats for brands.

Dennis Nguyen, TMG Chairman, explains, “We are excited to launch the TMG Media Network, which provides advertisers access to influencer content creation, highly targeted 1st party e-commerce data, and social commerce opportunities at scale. As a leading retail marketing solution in SEA, the TMG Media Network incorporates a multi-faceted, data-driven approach to audience reach, engagement, and conversion, which provides for a more impactful brand and consumer experience. And as data-driven social commerce becomes increasingly pervasive, TMG is well-positioned to power the region’s first media and advertising network with an end-to-end content, data, and supply solutions.”

Gavin Buxton, Managing Director, Asia at Magnite, stated, “We are excited to work with one of Southeast Asia’s most innovative brands and platforms to drive meaningful growth through game-changing content, data, and technology. Activating SoPa’s expansive and growing audience data to scale impactful, multi-channel experiences shapes the way consumers engage and interact with brands.”

About Thoughtful Media Group Inc

Founded in 2010 and acquired by Society Pass Inc in 2022, Thoughtful Media Group Inc is a Bangkok-headquartered social commerce-focused, premium digital video Multi-Platform Network (“MPN”)/social media influencer advertising platform servicing the SEA countries of Vietnam, Indonesia, Philippines, Singapore and Thailand.

About Society Pass Inc

Founded in 2018 as a digitally-focused loyalty and data marketing ecosystem in the fast-growing markets of Vietnam, Indonesia, Philippines, Singapore and Thailand, which account for more than 80% of the SEA population, and with offices located in Angeles, Bangkok, Hanoi, Ho Chi Minh City, Jakarta, Manila, and Singapore, Society Pass Incorporated (Nasdaq: SOPA) is an acquisition-focused e-commerce holding company operating 6 interconnected verticals (loyalty, digital media, travel, telecoms, lifestyle, and F&B), which seamlessly connects millions of registered consumers and hundreds of thousands of registered merchants/brands across multiple product and service categories throughout SEA.

Society Pass completed an initial public offering and began trading on the Nasdaq under the ticker SOPA in November 2021. SOPA shares were added to the Russell 2000 index in December 2021.

SoPa acquires fast growing e-commerce companies and expands its user base across a robust product and service ecosystem. SoPa integrates these complementary businesses through its Society Pass loyalty platform and circulation of its universal loyalty points or Society Points, which has entered beta testing and is expected to launch broadly at the beginning of 2023. Society Pass loyalty program members earn and redeem Society Points and receive personalised promotions based on SoPa’s data capabilities and understanding of consumer shopping behaviour. SoPa has amassed more than 3.3 million registered consumers and over 205,000 registered merchants and brands. It has invested 2+ years building proprietary IT architecture to effectively scale and support its consumers, merchants, and acquisitions.

Society Pass leverages technology to tailor a more personalised experience for customers in the purchase journey and to transform the entire retail value chain in SEA. SoPa operates Thoughtful Media Group, a Thailand-based, a social commerce-focused, premium digital video multi-platform network; NusaTrip, a leading Indonesia-based Online Travel Agency; Gorilla Networks, a Singapore-based, web3-enabled mobile blockchain network operator; Leflair.com, Vietnam’s leading lifestyle e-commerce platform; Pushkart.ph, a popular grocery delivery company in Philippines; Handycart.vn, a leading online restaurant delivery service based in Vietnam; and Mangan, a leading local restaurant delivery service in Philippines. For more information, please check out: http://thesocietypass.com/.

About Magnite, Inc

We’re Magnite (NASDAQ: MGNI), the world’s largest independent sell-side advertising platform. Publishers use our technology to monetize their content across all screens and formats including CTV, online video, display, and audio. The world’s leading agencies and brands trust our platform to access brand-safe, high-quality ad inventory and execute billions of advertising transactions each month. Anchored in bustling New York City, sunny Los Angeles, mile high Denver, historic London, and down under in Sydney, Magnite has offices across North America, EMEA, LATAM, and APAC.

Cautionary Note Concerning Forward-Looking Statements

This press release may include “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate”, “believe”, “estimate”, “expect”, “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus relating to the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Media contact
PRecious Communications for SoPa
sopa@preciouscomms.com

Malaysian Genomics Signs Strategic Collaboration Agreement for Expansion in the UAE

Malaysian Genomics Resource Centre Berhad (Bursa: MGRC, 0155), a leading genomics and biopharmaceutical specialist, today announced the signing of a Strategic Collaboration Agreement (SCA) outlining partnerships to market and distribute the Group’s Dtect(R) range of genetic screening services in the United Arab Emirates (UAE).

Other than Malaysian Genomics, the SCA involves American Spine Center (ASC), a Dubai, UAE-based specialist in spinal injury and spine pathology; BALSAM Health Services, a Dubai, UAE-based healthcare service provider; Wellness by Design FZ LLC, a Dubai, UAE-based nutrition, obesity and weight loss specialist, and Sharjah, UAE-based IAC International LLC.

Under the SCA, Malaysian Genomics, ASC, Balsam and Wellness by Design will explore common strategies for joint or allied projects that translate to innovative healthcare tools or solutions, while the role of IAC is to support activities in priority areas, aligning the parties and work with other organisations, where appropriate. IAC will also be the point of contact between Malaysian Genomics and ASC, Balsam and Wellness by Design.

Noor Azri bin Dato’ Sri Noor Azerai, Executive Director of Malaysian Genomics, said, “The SCA will allow us to formally explore how the parties can work together, including technical trials and evaluation of our Dtect screening tests for commercialisation in the UAE. Malaysian Genomics’ role will be to provide technical and scientific support under the SCA. In addition, we constantly look for opportunities to partner with like-minded businesses and organisations in expanding our market reach for Dtect and our other services.”

Dr. Hisham Hakim, Chairman of ASC, BALSAM and Wellness by Design, said, “We welcome this first step in a working relationship with Malaysian Genomics and IAC, and look forward to the inclusion of Dtect to offer more choices to our patients. We are committed to clinical and technological excellence as we bring coordinated patient care with compassion and commitment while ensuring cost efficiency.”

Ms. Nurul Faten Jasmee, CEO of IAC, said, “There are lots of opportunities for the expansion of genetic screening services in the UAE and the wider Middle East and North Africa (MENA) region. We will provide the coordination, business delivery and project management between the parties during the technical trials for Dtect in the UAE, followed by the commercial rollout and expansion throughout the MENA region.”

Malaysian Genomics Resource Centre Berhad: 0155 [BURSA: MGRC] [RIC: MGRC:KL] [BBG: MGRC:MK], http://www.mgrc.com.my/

Kitchen Culture’s Board, Acting on Legal Advice, Says 1 November EGM Called To Remove 5 Directors Is Invalid; Urges Shareholders Not to Attend

Kitchen Culture Holdings Ltd. said today shareholders should not, and are advised not to, attend an Extraordinary General Meeting (EGM) called to remove 5 of 6 directors as the Purported Notices of the EGM attempted to be issued by 8 requisitioners, including its largest shareholder OOWAY Group Ltd., were defective and therefore invalid.

The Board of Directors of Kitchen Culture said that after consulting 2 law firms, it had been advised that the Purported Notices had not been properly served to shareholders in accordance with the Constitution of the Company and did not give shareholders the 21 days’ notice required. As such, the Company should not announce the Purported Notices and the EGM should not and will not proceed at 9.00 am on 1 November 2022 at Grand Copthorne Waterfront Hotel as proposed by the requisitioners.

“Any resolutions passed during any EGM convened on the basis of the defective Purported Notices of EGM would be invalid,” said the Board of the SGX Catalist-listed provider of solutions and products for kitchens and wardrobes.

As announced on 14 October 2022, the Board received letters, including the Purported Notices – issued under Section 177 of the Companies Act 1967, on 30 September 2022 and 14 October 2022 from the requisitioners who own an aggregate of 21.71% of the Company’s shares. The Purported Notices sought to remove Mr Lim Wee Li (Executive Director) and 4 Independent Directors Mr Ang Lian Kiat, Mr William Teo Choon Kow, Mr Lau Kay Heng (also Vice-Chairman) and Mr Peter Lim King Soon.

The latter 2 were named as new directors on 15 July 2022 on the same day that Mr Lincoln Teo, an OOWAY representative and former Interim CEO of Kitchen Culture, ceased to be Executive Director. The Board, with the exception of Madam Hao Dongting, has said that there are no grounds to justify the resignations of the 5.

The requisitioners had placed a newspaper advertisement of the Purported Notice of EGM on 16 October 2022. Besides not having properly sent copies of the Purported Notices to the shareholders of Kitchen Culture, that advertisement gave only 15 days’ notice, 6 short of the 21 days’ notice in writing (exclusive of the day on which it is served and of the day on which the meeting is to be held) as required under Article 71 of the Company’s Constitution, the Board said.

In any event, the advertisement of the Purported Notice of EGM is an additional and separate requirement and does not displace the need to properly serve notices of EGM in accordance with Article 160 of the Company’s Constitution, the Board said.

The newspaper advertisement also failed to provide proxy forms. The Board said the requisitioners cannot demand the Company to publicise such a notice or the proxy forms. Also, they cannot require the Company to invoke the provisions in the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings For Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 as there is no obligation for the Company to publish, as an announcement, the Purported Notices (or the proxy form) as demanded by the requisitioners.

As Kitchen Culture is publicly listed, “any EGM convened on the basis of the defective Purported Notices of EGM is likely to be prejudicial to shareholders. The Board has a duty to consider the interests of all shareholders, and not to promote the interests of any particular one or section of shareholders, including the interests of the OOWAY Group and the other requisitioning shareholders, at the expense of the general body of shareholders,” the Board said.

Shares of Kitchen Culture 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

Kitchen Culture’s Extraordinary General Meeting (EGM) on 1 November 2022 To Proceed as Planned

Relevant shareholders[2] of Kitchen Culture Holdings Ltd. today announced that they wish to reiterate and clarify to all shareholders of the Company on the following:

1. EGM to proceed on 1 November 2022, 9am as planned;
2. Relevant Shareholders had on 14 October 2022, at about 5pm, informed Kitchen Culture of the requisition of EGM;
3. Notice of EGM on a major local English newspaper was published on the 16 October 2022 edition of the Sunday Times.
4. To date (as at 24 October 2022, 6pm), Kitchen Culture has failed to announce the Notice of EGM, requisitioned by shareholders under Section 177 of the Company Act 1967, which is a clear breach of Catalist Rule 704 of the SGX Listing Manual;
5. Relevant shareholders do not need to send the Notice of EGM and Proxy Form to all Kitchen Culture’s shareholders by post, due to current exemptions[3] related to COVID-19. This exemption was also applied in the previous Annual General Meeting of the Company held in March 2022.

The Relevant shareholders said, “We encourage all shareholders of Kitchen Culture to vote at the EGM, either in person on 1 November 2022 (9am), or by proxy by 30 October 2022 (9am). Your votes matter and will determine the composition of the leadership and strategic direction of the company going forward.”

The new Board of Directors if elected, is committed to ensure the completion of the Special Audit to clear Kitchen Culture’s outstanding issues and to comply with the Notice of Compliance, paving the way for the resumption of trading in Kitchen Culture shares, which has been suspended since 12 July 2021.

For more information on Notice of EGM and CVs, please refer to the following URL: https://tinyurl.com/5bkvtepr

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.

[1] 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.
[2] “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.
[3] Due to COVID-19 pandemic, pursuant to paragraph 5(1) read with the First Schedule of the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, the Company may convene, hold, conduct, whether wholly or partly, the Annual General Meeting, by electronic means. This includes Provision for laying and production of documents at a general meeting of a listed company which can be via electronic means.

Issued by Relevant Shareholders of Kitchen Culture Ltd.

Media and Investors Contact:
Email: query@oowayasia.com

– EGM to be held on 1st November 2022, 9.00 am at Toucan Room Level 4, Grand Copthorne Waterfront Hotel, 392 Havelock Road, Singapore 169663.
– EGM is convened in accordance with and in compliance with Section 177[1] of Companies’ Act 1967
– As required by legal procedure, Notice of EGM was published in the Straits Times (Sunday Times edition) on 16 October 2022

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

OOWAY GROUP Clarifies Factual Inaccuracy in Kitchen Culture’s 14 October 2022 Announcement to SGXNet

OOWAY Group Ltd today announced that it wishes to clarify the factual inaccuracy in Kitchen Culture Holdings Limited’s 14 October 2022 announcement (“Announcement”) to SGXNet with regard to an interest-free loan of S$1.5 million (Unconditional Interest-Free Loan) that was offered to Kitchen Culture by OOWAY Group as a gesture to assist the Company in alleviating its dire financial situation. Kitchen Culture’s Announcement had stated:

“As regards the S$1.5 million interest-free loan proposed by the OOWAY Group as referred to in the Article, it came with the pre-condition that a specific candidate had to be appointed as Chief Financial Officer (“CFO”) of the Company”.

OOWAY Group would like to clarify that the final version of the Loan dated 8 June 2022 and offered to the Company, did not come with any pre-conditions, and that Kitchen Culture’s Announcement to SGXNet was a factual inaccuracy.

From May 2022 to early June 2022, there were several rounds of discussions on the loan amount and conditions tied to the loan. The final version of the Term Sheet dated 8 June 2022 was signed by OOWAY Group and then circulated to Kitchen Culture’s Board of Directors on the same date.

The terms specified in the Term Sheet are as follows:
1. Loan Tenor of 1 year from the date of first drawn down (Initial Term);
2. No interest shall be payable;
3. OOWAY has the option to extend the loan tenor or convert the loan to equity shares of KC after the Initial Term expires. Term and condition to be agreed upon later by both parties and approvals from the relevant authorities.

OOWAY Group invites the Board of the Company to clarify the above statement in the Announcement and to circulate to the shareholders the Term Sheet of the Unconditional Interest-Free Loan for purpose of clarity and transparency.

Expressing his surprise at Kitchen Culture’s not accepting the Unconditional Interest-Free Loan, Mr Liu Yanlong, representative for OOWAY Group said, “This proposed Unconditional Interest-Free Loan was not accepted by the Board of Kitchen Culture for reasons unknown to us. Instead, the Board subsequently accepted a loan bearing interest of 10% per annum along with an additional term that the loan could be defaulted if there was any change in the composition of the Board”.

Mr Liu added, “This misstatement of facts if not clarified and rectified by the Company may lead to shareholders being misled and cause damage to the Company’s reputation.

OOWAY Group on 16 October 2022, announced that together with 7 other shareholders of Kitchen Culture, they will be convening an Extraordinary General Meeting (EGM) of the Company pursuant to Section 177 of the Companies Act, to appoint a new board and remove 5 existing directors. The EGM will be held on 1st November 2022, 9.00 am at Toucan Room Level 4, Grand Copthorne Waterfront Hotel, 392 Havelock Road, Singapore 169663.

About OOWAY Group Ltd.

OOWAY GROUP LTD. is a corporate entity registered with Accounting and Corporate Regulatory Authority which has a stake in OOWAY Technology Pte Ltd. OOWAY Group is an established big data, Artificial Intelligence (AI) and Blockchain technology provider of innovative solutions for the integration of cross-border trade. Its DIGIT platform (Digital Innovation of Global Integrated Trade) seamlessly integrates cross-border trade with all parties through all stages from initialization to conclusion. The use of AI enables the platform to collect and analyze data to recognize, predict and optimize the cross-border trade process for all parties involved. The use of Blockchain ensures transparency, traceability and immutability, and automatic updating of all documents in the cross-border trade process. www.ooway.com

Issued by OOWAY Group Ltd.

Media and Investors Contact:
Email: query@oowayasia.com

Q&M Group awards 7 dentists with Performance Shares,12-year Service Agreements, and a Private Placement

 Mainboard-listed Q&M Dental Group (Singapore) Limited [SGX: QC7] announced on 29 September 2022 the award of 2,014,245 shares to 7 promising next-generation dentists as part of the Q&M Performance Share Plan (PSP) 2018, as well as the proposed placement of an additional 4,985,755 treasury shares, totalling S$1.75 million, through placement to the same dentists.

These 7 Key Dentists are the recipients of awards under the PSP 2018 by Q&M in its announcement dated 29 September 2022. These Key Dentists have also expressed their interest to subscribe for further shares as an expression of their confidence in and their commitment to the continued success of the company. They intend to enter into an arrangement similar to that entered into between the founding dentists of the Group in respect of Q&M’s controlling shareholder, Quan Min Holdings Pte. Ltd., in order to hold their Shares in Q&M.

The placement of 4,985,755 treasury shares at a price of 35.1 Singapore cents is based on the volume weighted average price (VWAP) for trades done on the shares

of Q&M on the Singapore Exchange for the full market day on 29 September 2022, being the market day on which the Placement Letters were executed. This amounts to a gross consideration of S$1.75 million.

“The Board is heartened by the decision of these Key Dentists to cement their association with the Company in tying their long-term futures with the future success of Q&M Dental Group. These high-performing dentists represent some of the very best of the Company’s dentists and the quality of their work is demonstrated on a day-to-day basis. We are very pleased to see them take this next major step. The Company’s next generation management could even be among them!” said Dr Ng Chin Siau, CEO, Q&M Dental Group.

The Board is approached from time to time by its dentists who seek opportunities to participate in the growth of Q&M through equity investments. Share-based incentive schemes such as PSP 2018 Plan are somewhat limited in scope and do have a direct impact on Q &M’s bottom line.

Q&M’s Board is thus of the view that a placement exercise to its own dentists brings greater benefit to the Group in the following ways:

– Allows key dentists to participate in the equity of Q&M by investing their own funds, thereby aligning their interests with those of the Group. This alignment of interest promotes greater dedication, loyalty and higher standards of performance amongst dentists; and

– Strengthens the capital base of Q&M and increases Q&M’s public spread, which has the potential to improve the level of trading liquidity of its Shares.

Dr Karan Singh Ubhi (one of the 7 Key Dentists) said, “We are grateful for the opportunity given by the Board to participate in the success of the Company and appreciate also the recognition of the work and effort that we have put in. We are firmly committed to the continued success of Q&M Dental Group and hope to contribute positively to its growth going forward.”

The Board believes that the Proposed Placement provides an effective way of motivating the Key Dentists to maximise their performance by investing in the Group’s future, which will result in creating better value for Q&M and its shareholders.

Dr Tabitha Foo, another of the 7 dentists said: “Having worked at Q&M, I have witnessed first-hand, the commitment of the management in identifying and grooming the next generation of leaders and am extremely proud to be given the opportunity to participate in this share placement and having a personal stake in the success of Q&M.”

Q&M board of directors understands that the Key Dentists are in the process of incorporating a new company, “Quan Min Plus 2 Pte. Ltd.” to hold their Shares. The Board further notes that a similar voluntary arrangement was entered into previously by another 9 next-gen dentists on the Group through a company called Quan Min Plus Pte. Ltd., as announced by the Company on 23 October 2020.

Q&M intends to use all of the Net Proceeds of approximately S$1.70 million raised for its general working capital purposes, such as business expansions, acquisitions and/or paying off loans.

The Board and management of Q&M will continue to work hard in identifying the best talent within the Company, with the aim of mentoring their growth, grooming some of them to positions of leadership, while also giving them direct opportunities to participate in the growth of the Company in line with their corporate mission.

About Q&M Dental Group (Singapore) Limited [SGX QC7.SI] [BIC QNM:SP] [RIC QMDT:SI]

Q&M Dental Group (Singapore) Limited (QC7.SI) (“Q&M” or together with its subsidiaries, the “Group”) is a leading private dental healthcare group in Asia.

The Group owns the largest network of private dental outlets in Singapore, operating 106 dental outlets across the country. Underpinned by about 270 experienced dentists and over 350 supporting staff, the Group sees an average of 40,000 patient visits a month in Singapore. The Group also operates 5 medical clinics and a dental supplies and equipment distribution company.

Outside of Singapore, the Group has 45 dental clinics and a dental supplies and equipment distribution company in Malaysia, as well as a dental clinic in the People’s Republic of China (“PRC”). Q&M is also the substantial shareholder of Aoxin Q&M Dental Group Limited, a dental Group listed on the Catalist board of the Singapore Exchange that operates dental clinics and hospitals primarily in the north- eastern region of the PRC. The Group aims to expand its operations geographically and vertically through the value chain in Malaysia, the PRC and within the ASEAN region.

The Q&M College of Dentistry was established in 2019 to offer postgraduate dental education as part of its commitment to continual education and professional development of dentists. It offers Singapore’s first private postgraduate diploma programme in clinical dentistry.

In 2020, the Group expanded into the medical laboratories and research industry with the strategic investment into Acumen Diagnostics Pte. Ltd. (“Acumen”). Acumen currently focuses on the manufacture, sale and distribution of COVID-19 diagnostic test kits, as well as COVID-19 testing. It is also working to roll out a pipeline of new tests, including PCR assays for dengue, sepsis and, identification of bacterial pathogens and their associated antibiotics resistance in pneumonia and bloodstream infections.

EM2AI Pte Ltd, a wholly-owned subsidiary of the Group that focuses on developing AI-powered solutions to diagnosis and treatment planning has rolled out IDMS, enabling dentists within the Group’s network to administer ethical treatment plans for patients.

The Group was listed on the Mainboard of the Singapore Exchange Securities Trading Limited (“SGX- ST”) on 26 November 2009. For more information on the Group, please visit www.QandMDental.com.sg

SGX Links Reference:
– Press Release: https://tinyurl.com/sgx-qm-20220930-pr
– Treasury Shares: https://tinyurl.com/sgx-qm-20220930-tres
– Employee Stock Options: https://tinyurl.com/sgx-qm-20220930-eso

For more information, please contact:
Waterbrooks Consultants Pte Ltd
Wayne Koo
Tel: +65 9338-8166
Email: wayne.koo@waterbrooks.com.sg

Derek Yeo
Tel: +65 9791-4707
Email: derek@waterbrooks.com.sg

Proud Investor Relations partner: https://www.waterbrooks.com.sg/ and https://www.shareinvestorholdings.com/

Malaysian Genomics Grows Presence in Thailand

Malaysian Genomics Resource Centre Berhad (Bursa: MGRC, 0155), a leading genomics and biopharmaceutical specialist, is pleased to announce today a series of collaborations to grow its customer base in Thailand as well as exploring opportunities for research and development (R&D) of new products and services.

Ms. Songsuda Panich, Founder of Marine Group; Encik Sasha Nordin, Chief Executive Officer of Malaysian Genomics; Mr. Choy Hong Yang, Director of Salus Holdings [L-R]

The Group signed a supply and collaboration agreement with Acquest Healthcare Stem Cell Research and Development Co. Ltd. to produce CAR T-cells for supply to Acquest’s customers. Acquest is a well-established provider of various cell therapies to hospitals, specialist doctors, and patients in Thailand. It operates a state-of-the-art clinical laboratory and also the largest privately-owned specialty human cell culturing facility in the country.

The Group also signed a supply and collaboration agreement with Salus Holdings Co. Ltd. (“Salus”) to supply biopharmaceutical and genomics products and services to Salus’ customers. Salus is a specialist in wellness and health screening using science and technology for early disease detection and managing programmes for lifestyle intervention based in Bangkok, Thailand.

Finally, the Group signed a Letter of Intent with Marine Group Co. Ltd. and Salus on collaborative research in the use of genetic screening tests and formulated cosmetic products containing certain cell therapy ingredients on the regeneration of skin and hair of patients. Marine Group is an aesthetic and wellness specialist with a network of over 42 centres under the brands Slim Up(TM), Skin Doctors(TM), and Biocell(TM).

The signing ceremony was attended by His Excellency Dato’ Jojie Samuel, Ambassador of Malaysia to Thailand and Encik Mohamed Hafiz Md Shariff, Trade Commissioner of MATRADE Bangkok.

Chief Executive Officer of Malaysian Genomics, Encik Sasha Nordin, said, “We are looking forward to a fruitful relationship with our Thai partners, Salus and Acquest. These collaborations are part of our strategy of growing our customer base and increasing our presence overseas through working with business partners who have an established presence in their respective market segments.”

Dr. Roland Neff, CEO of Acquest, said, “This collaboration is the first step as both parties explore the possibilities of conducting joint R&D that can result in new products and services that can be commercialised. We have a state-of-the-art clinical laboratory in Bangkok and also the largest privately-owned specialty human cell culturing facility in the country.”

Mr. Choy Hong Yang, Director of Salus, said, “At Salus, we use science and technology to provide services on disease detection, prevention and life-span improvement. This collaboration with Malaysian Genomics will enable us to leverage on their genetics knowledge and expertise to offer more products and services while the strategic cooperation is in keeping with our core value of joint innovation to offer new technologies to our customers.”

Ms. Songsuda Panich, Founder of Marine Group, said, “Skin Doctor, Slim Up and BioCell centres are always striving to provide the latest in skin and aesthetic science and technology for our customers. We look forward to collaborating with Malaysian Genomics and with Salus Healthcare on research and development involving cell regeneration products.”

Malaysian Genomics Resource Centre Berhad: 0155 [BURSA: MGRC] [RIC: MGRC:KL] [BBG: MGRC:MK], http://www.mgrc.com.my/