Category: Legal

RHTLaw Asia strengthens Litigation & Dispute Resolution Practice through merger with ChangAroth Chambers

  • Appropriate Dispute Resolution veteran Mr Anil Changaroth and his ChangAroth Chambers LLC team joins RHTLaw Asia

Singapore headquartered regional law firm RHTLaw Asia has merged with ChangAroth Chambers LLC to strengthen its Litigation & Dispute Resolution Practice with the addition of Appropriate Dispute Resolution veteran Mr Anil Changaroth and his team. Mr Changaroth has been appointed a Partner in RHTLaw Asia.

Mr Azman Jaafar, Managing Partner of RHTLaw Asia, and Mr Anil Changaroth, Partner of RHTLaw Asia [L-R]

Mr Changaroth, who is an internationally accredited mediator and arbitrator, previously managed ChangAroth Chambers’ practice with a focus on Appropriate Dispute Resolution in the areas of commercial, civil, criminal matters and corporate advisory work in particular infrastructure, building and construction projects.

Mr Changaroth, said, “The merger enables us to widen our reach with our core capabilities now complemented by RHTLaw Asia’s regional access and ONERHT’s multidisciplinary professional services. We see significant opportunities for growth in conflict avoidance and appropriate dispute resolution including with collabrative contracting in building, construction and infrastructure as projects resume post-Covid. In the ASEAN region, sustained economic growth and urbanization will boost the construction of transport and energy infrastructure as well as urban built environment projects.”

RHTLaw Asia Managing Partner, Mr Azman Jaafar, said, “We will continue to strengthen our practice through synergistic opportunities here in Singapore and the region. The talents at ChangAroth Chambers LLC are a welcome addition to our team as we roll out our new ONERHT Client UX strategy together with our core multidisciplinary capabilities.”

A multilingual advocate in facilitative and restorative justice, Mr Changaroth is an experienced conflict avoidance and dispute resolution practitioner who has represented parties from across the Asia Pacific region. With graduate certificates in Law and Technology, AI and Machine Learning, and Diversity-Equity-Inclusion, Mr Changaroth also holds a Master of Science in Construction Law and Arbitration from Kings College London and the National University of Singapore.

About RHTLaw Asia LLP
RHTLaw Asia LLP is a leading regional law firm headquartered in Singapore with a network of offices in 16 jurisdictions in Asia, Oceania, Middle East and Africa under the ASEAN Plus Group (APG) comprising over 2,000 lawyers. We help clients understand the local challenges, navigate the regional complexity to deliver the competitive advantage for their businesses in Asia. We are also the Singapore member of the Interlex Group, a global network of leading law firms. RHTLaw Asia collaborates with ONERHT, an integrated network of multidisciplinary professional services, through entities which are not affiliates, branches, or subsidiaries of RHTLaw Asia LLP. For more details, please visit www.rhtlawasia.com

About ONERHT
Since 2011, RHTLaw Asia’s founding team aspired to develop a second engine of growth through ONERHT, an independent ecosystem of professional services, associated companies and networks, complementing RHTLaw’s full service legal offerings. Together as ONE, we deliver comprehensive integrated business solutions. For more details, please visit www.onerht.com

For media queries, please contact:
Elliot Siow / elliot.siow@rhtgoc.com / +65 8375 0417

Indonesian new criminal code respects privacy, human rights

Indonesia clarifies that the New Criminal Code was drafted carefully and obeys Human Rights aspects, following the emergence of reactions related to the ratification of the code.

Deputy Minister of Law and Human Rights Edward Omar Sharif Hiariej on Friday stated the criminal code was drafted carefully by paying attention to the balance of the interests of individuals, the state, and the public and by taking into account Indonesia’s multi-ethnic, multi-religious, and multi-cultural condition.

Some of the articles criticized by the public include those related to privacy, freedoms of the press, and human rights. One of the issues is regarding the adultery and cohabitation articles in the code.

Hiariej clarified that the adultery and cohabitation articles are complaint-based. Thus, the perpetrator should only be prosecuted on the basis of a complaint, which can only be made by their spouse (for those who are married) or parents or children (for those who are not married).

The articles, he says, are aimed at protecting people from acts of arbitrariness. “When these articles are regulated in the criminal code, there would definitely be no raids,” he added.

Additionally, the Spokesman of the Dissemination Team of the New Criminal Code, Albert Aries, clarified the criminal code has never given additional administrative requirements for tourism players to question people about their marital status. Aries affirmed that people’s privacy is still guaranteed by law in Indonesia, of course, without reducing respect for the values that the country holds.

A criminologist from the University of Indonesia, Adrianus Meliala, expressed optimism that the implementation of the cohabitation article will not violate human rights since it is complaint-based. He said that law enforcement officers must face the discourse with real actions.

Apart from adultery and cohabitation, freedom of expression and freedom of the press are among the issues that have been addressed.

Regarding freedom of expression, deputy minister Hiariej stated that the new criminal code made a clear distinction between critics and defamation. He explained that critics should not be criminalized as they are in the interest of the public in a democratic society, while defamation is deemed a criminal act in any country.

He further said that the freedom of the press is also ensured as the criminal code adopted one of the provisions of the Law on the Press, which states that critics are a form of supervision or public scrutiny.

The spokesman Aries affirmed that the criminal code is in accordance with human rights. “It is not true to say that the Indonesian Criminal Code is inconsistent with human rights,” he stated. The criminal code, says Aries, regulates everything by paying attention to the balance between human rights and human obligations.

In order to pay respect to the general law principles that apply universally, the criminal code adopts the substance of the Convention for the Protection of Human Rights and Fundamental Freedoms (Treaty of Rome 1950). The code also adopts the International Covenant on Civil and Political Rights (the New York Convention, 1966), and the Convention against Torture and other Cruel, Inhuman or Degrading Treatment or Punishment, December 10, 1984.

Written by: Raka Adji, Editor: Rahmad Nasution (c) ANTARA 2022

Indonesian Criminal Code won’t harm investment

The dissemination team spokesperson of the Draft Law on Criminal Code (RKUHP) Albert Aries clarified the fundamentally misleading news related to the adultery article, which is considered to harm Indonesia’s tourism and investment sectors.

“The adultery article in the new Criminal Code that takes effect three years after its stipulation is an absolute criminal complaint. This means that only the husband or wife (for those bound by marriage) or the parents or children (for those not bound by marriage) can make a complaint. No one else can report or take the law into their own hands. There will be no legal process without a complaint from the entitled and directly harmed parties,” Aries said in his statement on Thursday (Dec 8).

The articles of the Criminal Code that have recently attracted the attention of foreign tourists, including investors, are Article 411 concerning adultery, Article 412 concerning live-in relationships, and Article 424 concerning drinks and intoxicants.

Minister of Tourism and Creative Economy, Sandiaga Uno, has said he believes the newly passed Criminal Code (KUHP), specifically its provisions on live-in relationships, will not affect tourism and creative economy investment in Indonesia. “I am very confident that we can get US$68 billion (in foreign investment), and we can create 2 million jobs in this sector. But, of course, we need support,” he informed here on Saturday (Dec 10).

According to Uno, investors need legal opinion before investing in Indonesia. The legal opinion must give confidence in safe. Uno added that the ministry will still need support and assistance in terms of legal certainty to convince investors to invest.

Upholds Human Rights

Aries also stated that it is not true that Indonesia’s Criminal Code is not following human rights. “We certainly respect United Nations (UN) concern on equality, privacy, religious liberty, and journalism issues. On that basis, the criminal code regulates all of them by paying attention to the balance between human rights and human obligations,” Aries said.

The reason is that the legal politics contained in the Criminal Code are aimed at respecting and upholding human rights based on the ideals of Pancasila (the Five Principles), BhinnekaTunggal Ika (Unity in Diversity), the Unitary State of the Republic of Indonesia, and the 1945 Constitution.

He underlined that the Criminal Code does not discriminate against women, children, and other minority groups, as well as the press.

One example is the adoption of Article 6 letter d of Law Number 40 of 1999 on the Press into the Elucidation of Article 218 of the Criminal Code so that criticism is not punished because it is a form of supervision, correction, and advice on matters relating to the public interests.

According to Aries, it is also incorrect to say the Criminal Code legitimizes negative social attitudes towards adherents of minority beliefs. “The regulation of criminal acts against religion and belief in the Criminal Code has been reformulated by taking into account the International Covenant on Civil and Political Rights (ICCPR), as inputs from the civil society,” he said.

Previously, the Indonesian House of Representatives (DPR RI) passed the Draft Law on Criminal Code into law in a plenary meeting chaired by the Indonesian House of Representatives Deputy Speaker Sufmi Dasco Ahmad on Tuesday (Dec 6).

In the formulation of the Criminal Code, meaningful participation as the fulfillment of civil societies’ rights to be heard, explained, and consideration has been given as much as possible.

–Antara

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

  • The Company has sent corrective notices to the Accounting and Corporate Regulatory Authority (“ACRA”) after “extremely disruptive” actions by Madam Hao Dongting (“Mdm Hao”)
  • The Company’s efforts follow attempts by Mdm Hao, who is intricately linked to requisitioners seeking to replace 5 current directors, to change ACRA records of the Company Secretary, office bearers and registered address of the Company
  • Requisitioners led by substantial shareholder OOWAY Group (of which Mdm Hao is a director) have yet to respond to Company’s repeated invitation to bring before the Singapore Court the matter of validity of the Purported EGM held on 25 November 2022
  • The Company has said the Purported EGM was invalid as notices were not sent to shareholders and to the Company, while 5 candidates seeking to replace 5 directors had failed to submit important documents beforehand

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

Cohen Milstein Files Lawsuit on Behalf of Northwest Biotherapeutics Against Major Market Makers for Market Manipulation

  • Trading data shows that seven preeminent market makers engaged in market manipulation via spoofing to drive down Northwest Biotherapeutics’ stock prices as the company worked to raise funds to bring breakthrough cancer treatments to market

Today, Northwest Biotherapeutics (OTCQB:NWBO) filed a lawsuit against some of the largest and most influential market makers in the world, including Citadel Securities LLC, Canaccord Genuity LLC, G1 Execution Services LLC (a subsidiary of Susquehanna International Group), GTS Securities LLC, Virtu Americas LLC (including Knight Securities), Instinet LLC, and Score Priority Corp, alleging repeated manipulation of the company’s stock over five years.

Northwest Biotherapeutics, a clinical stage biotechnology company focused on the development of DCVax(R) personalized cancer vaccines, is alleging that these market makers have been engaging in a deceptive market manipulation tactic known as spoofing, which involves placing huge quantities of sell orders to fool the market into devaluing the company’s stock so the market makers can buy at a lower price. The market makers then immediately cancel the sell orders so they can reap profits, in this case to the dismay of current and future cancer patients, as well as at the expense of Northwest Biotherapeutics and its investors. This alleged illegal trading behavior has made it significantly more difficult for the company to raise the funds necessary to bring their cancer treatment to market, where the company believes it has the potential to extend the lives of thousands of patients.

“It’s already underhanded to engage in market manipulation, but to do so at the expense of cancer patients, some of whom have no other treatments to place their hopes on, is unconscionable,” said Laura Posner, Partner at Cohen Milstein Sellers & Toll PLLC. “We’re looking forward to holding these market makers responsible for the harm they have caused, and bringing critical and necessary transparency to these markets.”

Based on the detailed data presented in the complaint, one of the most egregious examples of this behavior occurred on May 10, 2022, at the very moment the topline breakthrough results of the Phase 3 clinical trial of DCVax-L to treat glioblastoma, the most common and aggressive form of brain cancer, were being announced at the prestigious New York Academy of Sciences medical conference. Despite the presentation of significant positive data, the company alleges that during and after the announcement the defendants engaged in extensive spates of spoofing, forcing the company’s stock price down. In a market free from manipulation, the market response should have been strongly positive, not dramatically negative, in response to the positive news. Instead, the result was a $1.6 billion loss in market cap, with the share price dropping from the $2.05 high on May 9 to a low of 36.4 cents on May 10, 2022-a staggering decline of 82%.

Earlier this month, Northwest Biotherapeutics announced the results of this innovative clinical trial for DCVax-L in the prestigious JAMA Oncology journal in a peer reviewed article authored by over 70 brain surgeons and oncologists. The trial results showed that the vaccine was associated with a statistically significant and clinically meaningful life extension for the first time in many years in both newly diagnosed and recurrent glioblastoma, with the potential to more than double 5-year survival, and with almost no serious adverse event side effects. The company believes that this breakthrough vaccine technology may also pave the way for treatments in patients suffering from multiple types of solid tumor cancers.

The spoofing episodes against the company are alleged to have taken place repeatedly over a nearly five-year stretch, sometimes multiple times a day. Northwest Biotherapeutics alleges that it sold over 49 million shares at manipulated and devalued prices as a result of the market makers’ actions. The company believes that the market makers directly impacted the price of Northwest Biotherapeutics’ shares in the market by repeatedly and brazenly manipulating the market through their spoofing, causing Northwest Biotherapeutics to suffer significant losses as it sold millions of shares at artificially depressed prices and was slowed in bringing its encouraging drugs to market.

Northwest Biotherapeutics is represented by national law firm Cohen Milstein Sellers & Toll PLLC.

Contact:
Tess Roy, cohenmilstein@berlinrosen.com, 561-596-6443

About Northwest Biotherapeutics
Northwest Biotherapeutics, Inc is a clinical-stage biotechnology company specializing in developing cutting-edge cancer vaccines that are designed to treat a wide range of solid tumor cancers more effectively than the current treatments on the market and without the side effects of chemotherapy. The company has a broad platform technology for DCVax(R) dendritic cell-based vaccines, including DCVax(R)-L for operable tumors and DCVax(R)-Direct for inoperable tumors. The company’s proprietary manufacturing technology allows efficient and cost-effective production of these innovative vaccines, with the full set of multi-year doses produced in one manufacturing batch and then stored frozen in single doses, making the treatment “off the shelf” throughout the treatment regimen while also being fully personalized. https://nwbio.com/

About Cohen Milstein Sellers & Toll
Cohen Milstein Sellers & Toll PLLC is recognized as one of the premier law firms in the country handling major, complex plaintiff-side litigation. With more than 100 attorneys, Cohen Milstein has offices in Washington, D.C.; Chicago, Ill.; New York, N.Y.; Palm Beach Gardens, Fla.; Philadelphia, Pa.; and Raleigh, N.C. For additional information, visit www.cohenmilstein.com or call 202.408.4600.

Disclaimer
Statements made in this news release that are not historical facts, including statements concerning future treatment of patients using DCVax and future clinical trials, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “believe,” “intend,” “design,” “plan,” “continue,” “may,” “will,” “anticipate,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We cannot guarantee that we actually will achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results may differ materially from those projected in any forward-looking statement. Specifically, there are a number of important factors that could cause actual results to differ materially from those anticipated, such as risks related to the Company’s ability to achieve timely performance of third parties, risks related to whether the Company’s products will demonstrate safety and efficacy, risks related to the Company’s ongoing ability to raise additional capital, and other risks included in the Company’s Securities and Exchange Commission (“SEC”) filings. Additional information on the foregoing risk factors and other factors, including Risk Factors, which could affect the Company’s results, is included in its SEC filings. Finally, there may be other factors not mentioned above or included in the Company’s SEC filings that may cause actual results to differ materially from those projected in any forward-looking statement. The Company assumes no obligation to update any forward-looking statements as a result of new information, future events or developments, except as required by securities laws.

SOURCE: Cohen Milstein Sellers & Toll PLLC 

Kitchen Culture Says 5 Directors Will Remain on its Board as Purported EGM Held Last Friday Is Invalid; Asks Requisitioners to Put Matters Before Singapore Court

(Supersedes Press Release Issued 28 November 2022 at 08.46 am; to be read in Conjunction with SGXNet Announced today)

  • Current board of directors remains unchanged as resolutions purported to be carried at electronic meeting on 25 November to replace 5 directors are invalid
  • Company did not receive by 12 noon today key information and documentation – including executed proxy forms, attendees and organisers of the purported meeting – requested from lawyers of the requisitioners
  • Requisitioners are denying directors the opportunity to properly assess the conduct and processes of the meeting while sowing confusion about their ‘success’ through media releases
  • Company has received numerous letters of protests and complaints from shareholders over the weekend; many of whom did not receive notices to attend the Purported EGM

Kitchen Culture Holdings Ltd. (Kitchen Culture or the Company) said today that 5 directors that requisitioners sought to replace through a purported Extraordinary General Meeting last Friday (Purported EGM) will remain. Instead, the Company deems the meeting and resolutions purportedly passed to be invalid, and has asked the requisitioners to put the matter before the Singapore Court.

Responding to a press release issued on 25 November 2022 on ACN Newswire by the 8 requisitioners, Kitchen Culture said it had written the same day to lawyers for the latter asking for key information. As at 12 noon today, the requisitioners’ lawyers had yet to send documentation such as executed proxy forms, list of attendees, who chaired the meeting purportedly held electronically at 9.00 am last Friday, and the breakdown of votes and questions raised or answered at the meeting.

This has prevented the directors from having “… the opportunity to make a proper assessment of the conduct and processes at the so-called meeting, and take professional advice as necessary,’ the Company said. Instead, the requisitioners were “… creating and maintaining uncertainty and confusion by claiming success of the ‘New Board” through press releases and the media.

The requisitioners appeared to have rushed to issue their 25 November press release “without bothering to inform the Company of such status.” Notwithstanding this, the Company has been trying to engage them to ensure that there is clarity of the situation and to avoid further uncertainty and confusion sown by such conduct, Kitchen Culture said.

The Company had announced that the Purported EGM – the second attempt by the requisitioners to remove 5 of 6 existing directors – was invalid as it is in non-compliance with the Companies Act 1967 and breached the Company’s Constitution. Instead of giving proper notice, the requisitioners issued a single newspaper advertisement.

Over the past weekend, the Company has received numerous letters of protest and complaints from various shareholders, objecting to the so-called holding of the Purported EGM in spite of its invalidity. “Some shareholders also complained that they did not receive any notice… and were therefore not in a position to consider attending it,” the Company said.

The Company, through its lawyers, has written again to lawyers of the requisitioners to invite them to apply to the Court to determine whatever issues from which they differ, with respect to the Company’s position.

The Directors (save for, and unlike, Mdm Hao) consider that this is “the most appropriate way to resolve any differences or contentions (and to put to rest the uncertainty and confusion)” as to the validity of the Purported EGM and the resolutions they claim to have been passed, and the eligibility of the persons they claim to have been elected to the office of Director of the Company.

Kitchen Culture said each of the 5 persons named by requisitioners to be members of the new 6-member board were ineligible to be put up for election in the first place as they had failed, neglected or refused to submit important relevant documents on time, even assuming that it was a valid general meeting of the Company.

The 5 persons 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 Ltd. (“OOWAY”) – the Company’s largest shareholder – and 7 individuals who own an aggregate of 21.71% of the Company’s shares.

Kitchen Culture’s Board, with the exception of Madam Hao Dongting (“Mdm Hao”), has said that there are no grounds to justify the resignations of the 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 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 Directors of the Company (other than Mdm Hao) urge all shareholders to be wary of and not to be unduly influenced by media statements emanating from or ascribed to OOWAY Group or any of the other 7 Relevant Shareholders or any of the 5 persons who were claimed to have been elected to the “New Board”. Shareholders are advised to refer to and compare against announcements and press releases of the Company,” 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.

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

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

  • 5 new Board Directors were appointed to replace 5 incumbent Board Directors of Kitchen Culture Ltd
  • Over 173.6 million shares held by shareholders were cast at the EGM, and all resolutions passed with 100% of eligible votes cast at the EGM
  • EGM was held electronically[1], and voting was overseen by an authorized polling agent and scrutineer who verified the results
  • EGM as requisitioned by Shareholders met all requirements of the Company’s Constitution, the Companies Act 1967[2], and SGX-ST Catalist rules; conducted in a fair, legal and proper manner

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

Lead ID of Kitchen Culture Writes to Shareholders Expressing Concerns About Major Shareholder OOWAY Group Which is Leading Second Attempt to Call for EGM To Remove 5 Directors

  • Mr William Teo says directors are extremely concerned by discoveries about AREX, an OOWAY-launched online platform to trade accounts receivable assets, which was supposed to be a revenue driver for an OOWAY subsidiary in which the Company acquired a 30%-stake in October 2020
  • Mr Teo recounts actions by former Interim CEO (an OOWAY nominee) including 2 transactions which were ‘tainted by irregularities’; cites further concerns of OOWAY Group’s actions
  • Acting on the advice of lawyers, Board reiterates that Second Intended EGM called by OOWAY and other requisitioners to be held on 25 November is defective and invalid for non-compliance with the Companies Act 1967 and the Company’s Constitution
  • Board asks OOWAY and other requisitioners to either bring before a Court the determination of legal issues relating to Second Intended EGM or to issue proper and fully compliant documents to facilitate a proper general meeting of the Company

The Lead Independent Director (Lead ID) of Kitchen Culture Holdings Ltd. (Kitchen Culture or the Company), in a letter to shareholders today, has expressed concerns about promises made to the Company by its largest shareholder, OOWAY Group Ltd. (OOWAY), which is leading a second attempt to remove 5 of 6 directors via an extraordinary general meeting (Second Intended EGM).

While Kitchen Culture’s Board, acting on legal advice, has announced that the Second Intended EGM scheduled for this Friday is defective and invalid for non-compliance with the Companies Act 1967 and the Company’s Constitution, Lead ID William Teo Choon Kow (“Mr Teo”) said shareholders have raised concerns about OOWAY and have continued to seek answers about its promises to the Company.

OOWAY and 7 individuals (the “Requisitioners”) who own an aggregate of 21.71% of the Company’s shares have made 2 attempts in recent weeks to remove Mr Teo and 4 others – Mr Lim Wee Li (Executive Director), Mr Lau Kay Heng (Non-Executive Non-Independent Chairman), and IDs, Mr Ang Lian Kiat and Mr Peter Lim King Soon. The Requisitioners want to replace them with 5 others.

The Experience of OOWAY’s Involvement with Kitchen Culture
Recounting the inception of OOWAY to SGX-Catalist listed Kitchen Culture since October 2020, Mr Teo said the business of providing solutions and products for kitchens and wardrobes had not been profitable for years. As such, the Board was excited when it was presented with the prospect of a new business being injected via a deal to acquire shares in OOWAY Technology Pte. Ltd (“OOWAY Technology”).

A team from the OOWAY Group presented its Asian Accounts Receivable Exchange (“AREX”) as “a world’s first online platform for trading accounts receivable assets”. The platform, running on a digital currency, Lantana, was said to be able to assess and transact up to US$30 billion worth of assets by 2023, its key adviser Mr Liu Yanlong (“Mr Liu”) told Kitchen Culture’s Board and other investors.

After AREX was launched online on 23 February 2021, Kitchen Culture viewed OOWAY as a ‘white knight’ that could transform the Company’s business fortunes. Madam Hao Dongting (“Mdm Hao”) – indirectly a 47% shareholder of OOWAY – and Mr Lincoln Teo Choong Han (“Lincoln”) joined the Company’s Board of Directors in April 2021. Lincoln was named Interim CEO of Kitchen Culture 3 months later.

“What came next was a bolt from the blue,” Mr Teo said. Shortly after his appointment as Interim CEO, Lincoln suddenly stated at a Board meeting in July 2021 that AREX had “nothing to do” with OOWAY and was a ‘separate exchange altogether’. In spite of this the Board remained hopeful that Lincoln and OOWAY would be able to bring in other businesses. “As events have shown, this hope was misplaced,” Mr Teo said.

As confirmed by OOWAY Technology Group, its main revenue for the financial year ended 2021 and the 6-months ended 30 June 2022 was generated from selling parallel imported cars in the People’s Republic of China (a business with extremely narrow margins); it incurred substantial losses which have reduced its net assets significantly. Mr Teo noted that this was despite that OOWAY Group listing on its website big names such as Bank of China, ICBC Bank, DBS Bank and Amazon as collaborative partners.

“These discoveries are extremely concerning. I recently carried out a Google search on AREX and, to my surprise, I could only find two English-language reports on AREX. The AREX website referred to in the press release (www.sgarex.com) is also no longer active,” Mr Teo said.

Further concerns over the OOWAY Group’s actions
Mr Teo also stated several other concerns about the actions of OOWAY Group, Mdm Hao and Lincoln:
1) OOWAY has not been able to bring in any significant business to the Company, and the only 2 significant ventures it proposed ‘have been tainted with irregularities”.

i) the first involved a transfer of US$480,010 to a Hong Kong company to provide technology support for e-commerce. However, one of the agreements was not dated and the funds transfer was executed without obtaining appropriate due diligence, documentation or prior Board approval. Fortunately, as announced on 14 October 2021, the Company was able to recover a net amount of US$492,259.97 from the Hong Kong company after terminating the transactions.
ii) the second, the Company – acting on OOWAY’s recommendation through Lincoln amid health concerns during the COVID-19 pandemic – purchased S$600,000 worth of face masks in April 2021 from Anhui Health Box Technology Co. Ltd for resale. Responding to directors’ concerns, Lincoln claimed OOWAY had ready buyers offering good margins among its B2B channels, and named the U.S. Government as a transacting party. Instead, Lincoln assigned staff to carry out B2C sales and hired a “Regional Marketing Director” for this purpose at a monthly salary of S$6,000. This was later increased to S$10,000 and resulted in the Company paying S$121,760 in total remuneration to this staff between September 2021 and September 202.

To date, total sales achieved for the masks is S$41,624 while the total costs incurred in this business amounted to S$797,046. The shelf life of the masks will expire in January 2023.

2) Between July 2021 and July 2022 during which Lincoln was Interim CEO, more than S$4 million of the Company’s funds were depleted. Apart from the 2 ventures listed above,
i) Lincoln recruited 4 employees between July to September 2021 from another company where he is a shareholder and director to launch a digital trade business for the Company, some of whom occupied positions which did not match their job experience. This business did not get off the ground and the Company paid an aggregate of S$408,240 to these 4 employees in salaries, allowances and CPF until their employments were terminated by the new Board in July 2022.
ii) Instead of leaving the Special Auditor to complete its investigations on irregularities that happened during the past management term to decide on the most appropriate course of action, Lincoln spent more than S$1.1 million in legal fees in suits against the former CEO and Executive Director Lim Wee Li and 2 Chinese employees of the Company.

3) The OOWAY Group had made various promises about injecting funds into the Company but these were either never followed through on its promises or contained terms or conditions which the Directors deemed to be unacceptable.

Mr Teo said, “… There are serious question marks around why the Relevant Shareholders, led by the OOWAY Group, are now mounting their attempt to remove the current Board (save for Mdm Hao, its own representative) and are going about their efforts in such an antagonistic manner. In view of all of the circumstances above, the Board considers that there may be a need for further investigation into the representations made by the OOWAY Group…”

Kitchen Culture has also responded to a press release issued on ACN Newswire by the requisitioners on 18 November 2022. The Company announced that the press release had urged shareholders not to be “discouraged” by the Company’s statement about the validity of the Second Intended EGM.

Acting on the advice of 2 lawyers, Kitchen Culture has told shareholders not to attend the Second Intended EGM as notices sent by requisitioners were defective and invalid.

However, to give ‘appropriate room’ for the wishes of the requisitioners, the latter could “(i) bring before a Court for determination those legal issues they do not agree with, or (ii) to issue a proper and fully compliant set of documents and take all steps to facilitate a proper general meeting of the Company”, the Board (with the exception of Mdm Hao) said.

Kitchen Culture shares have been suspended from trading since July 2021. Its Board has seen several changes since the involvement of OOWAY.

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) 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

Kitchen Culture Says Purported Notice to Call Second Attempted EGM on 25 November 2022 to Remove 5 Directors By Electronic Means Is Invalid; Urges Shareholders Not To Attend

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.