Tag: Kitchen Culture Holdings Ltd

1. Resolutions approved at the EGM held on 17 November 2023:
– Appointment of Foo Kon Tan LLP as the new statutory auditor for the Company
– Change of name of the Company to “SDAI Limited”
2. Change of Continuing Sponsor of the Company to ZICO Capital Pte. Ltd. with effect from 1 November 2023

The Board of Directors (the Board) of Kitchen Culture Holdings Ltd. (the Company or Kitchen Culture) wishes to announce that following the Extraordinary General Meeting of the Company (EGM) held on 17 November 2023, at 9.00 a.m. in the Grand Copthorne Waterfront Hotel, the following two resolutions were passed and adopted by shareholders of the Company:

1. Ordinary Resolution: Appointment of Foo Kon Tan LLP as the statutory auditor of the Company
2. Special Resolution: Change of name of the Company from “Kitchen Culture Holdings Ltd.” to

“SDAI Limited”
At the EGM, 99.997% of the approximately 184.59 million votes represented, were cast in favour of the two resolutions and the resolutions were duly passed.

“Through the effective stewardship of the new Board, a new statutory auditor of the Company has now been appointed, filling the void following the cessation of the previous auditor. This is a significant and necessary step forward in getting the Company back on the path of accountability, restoration and fulfilling all its statutory responsibilities to shareholders.” said Mdm Hao Dongting, Executive Chairperson of the Board.

“With the new management in place, we are actively working to chart a new path for the Company by pursuing various strategies going forward, including a new name for the Company as a testament and reflection of the positive developments being undertaken in our new growth trajectory.”

“Holding the EGM marks a vital milestone towards the Board’s ultimate goal of obtaining SGX approval for the resumption of trading of the Company’s shares. We would like to assure shareholders that we are steadily making progress to create long-term value for the Company and we thank them for their continued trust and patience in us in overcoming the many obstacles during the tumultuous period of the Company’s history.” added Mdm Hao.

Background
Kitchen Culture was listed on the SGX-Catalist on 22 July 2011. The Company previously specialised in the sale and distribution of a wide range of premium imported kitchen systems, appliances, wardrobes systems, household furnishings and accessories from Europe and the USA. The Company worked closely with developers to market “higher-end” residential projects. Since 12 July 2021, the Company’s shares have been suspended due to a variety of issues including non-compliance and systemic internal failures.

Appointment of new Statutory Auditor, Foo Kon Tan LLP
The appointment of the new statutory auditor of the Company is a significant milestone accomplished by the present Board to rectify historical breaches of the Company, signifying a major step to work towards resumption of trading of the Company’s shares. Prior to this, the Company had failed to secure a statutory auditor when the previous auditor, Nexia TS Public Accounting Corporation (now known as CLA Global Public Accounting Corporation), did not seek re-appointment at the last Annual General Meeting of the Company held on 18 March 2022 for the financial year ended 30 June 2021. Consequently, the Company has failed to comply with the requisite listing rules of SGX and is in breach of statutory requirements under the Companies Act 1967 of Singapore for filing of statutory accounts and convening of shareholders’ meeting.

Change of the Company’s name to “SDAI Limited”
The change of the Company’s name from “Kitchen Culture Holdings Ltd.” to “SDAI Limited” will reflect the Company’s strategic direction and business activities going forward. This will enable the Company to create a new corporate identity for itself and develop a new positioning in the market, allowing the public and the Company’s business partners to better identify with the Company under this new name moving forward.

Going Forward
The Company will lodge the requisite statutory returns with the Accounting and Corporate Regulatory Authority of Singapore (“ACRA”) to effect the change of name of the Company from “Kitchen Culture Holdings Ltd.” to “SDAI Limited”. Upon the lodgement of the requisite statutory returns with ACRA, the Company shall adopt the name “SDAI Limited” as its new name and the name “SDAI Limited” shall replace all references to “Kitchen Culture Holdings Ltd.”.

The Company has also been working hard to accelerate the process of completing the Independent Special Audit being conducted by Deloitte & Touche Financial Advisory Services Pte. Ltd. by the end of the year, in compliance with statutory requirements, and is another key factor in the resumption of trading of the Company’s shares.

Change of Continuing Sponsor to ZICO Capital Pte. Ltd.
With effect from 1 November 2023, the Company has appointed ZICO Capital Pte. Ltd. as its new continuing sponsor in place of the previous continuing sponsor, SAC Capital Private Limited. The change of continuing sponsor is due to commercial reasons.

This media release is to be read in conjunction with the Company’s announcement on the results of the EGM held on 17 November 2023 released on SGXNET on 17 November 2023.

For media queries, please reach out to:
Waterbrooks Consultants
Wayne Koo – wayne.koo@waterbrooks.com.sg +65 9338-8166
Derek Yeo – derek@waterbrooks.com.sg +65 9791-4707

Proud Investor Relations partner:
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ISSUED BY KITCHEN CULTURE HOLDINGS LTD:
This media release has been prepared by the Company and its contents have been reviewed by the Company’s sponsor, ZICO Capital Pte. Ltd. (the “Sponsor”), in accordance with Rule 226(2)(b) of the Singapore Exchange Securities Trading Limited (the “SGX-ST”) Listing Manual Section B: Rules of Catalist.

This media release has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this media release, including the correctness of any of the statements or opinions made or reports contained in this media release.

The contact person for the Sponsor is Ms Goh Mei Xian, Director, ZICO Capital Pte. Ltd. at 77 Robinson Road, #06-03 Robinson 77, Singapore 068896, telephone (65) 6636 4201.

• Key updates on status of unresolved issues at the point of change of Board on 26 June 2023
• Progress made by the new Board since taking over
• Setting a new path forward to ensure a sustainable future ahead

The Board of Directors (the Board) of Kitchen Culture Holdings Ltd. (the Company or Kitchen Culture) hereby provides an interim update to lay out the legacy issues facing the Company that the Board has addressed or is currently addressing, as well as to provide shareholders with full transparency on how the Board intends to navigate the path forward.

The list of legacy issues that fell to the new Board upon handover from the previous Board on 26 June 2023 include the following:

a. the Company’s cash balances were so low that that meeting its daily operating expenses has posed significant challenges;
b. the previous Board had informed the new Board that outstanding liabilities as at 26 June 2023 was approximately S$3.1 million. These liabilities are currently being verified by the new Board;
c. no external auditor had been appointed since the previous auditor, Nexia TS Public Accounting Corporation (now known as CLA Global Public Accounting Corporation), did not seek reappointment at the last Annual General Meeting (“AGM”) held on 18 March 2022;
d. arising from (c), there is a delay in issuing the Company’s annual report for the 18-month period ended 31 December 2022 (“FY2022”) containing the audited financial statements for FY2022 and sustainability report for FY2022. Consequently, the Company failed to comply with the disclosure requirements under the Listing Manual Section B: Rules of Catalist (“Catalist Rules”) of the Singapore Exchange Securities Trading Limited (“SGX-ST”) to issue its unaudited financial statements for the quarter ended 31 March 2023 as well as the unaudited financial statements for the half year ended 30 June 2023 by the timeframe required under the Catalist Rules. On 30 April 2023, the Company has obtained no objection from the SGX-ST to hold its AGM for FY2022 by 16 October 2023 and to issue sustainability report for FY2022 by 30 September 2023;
e. in conjunction with (d), failure to comply with certain provisions of the Companies Act 1967 (the “Companies Act”) – No AGM has been held in respect of FY2022 and the Company’s application to the Accounting and Corporate Regulatory Authority (“ACRA”) for an extension of time to hold the AGM has been rejected on 28 April 2023, which means the Company has breached and is in contravention of Section 175(2) of the Companies Act 1967 in relation to the deadline to hold its AGM in respect of FY2022. The Company has also not filed its annual return with ACRA within the timelines required under the Companies Act;

f. a previous internal audit conducted by Baker Tilly Consultancy (Singapore) Pte. Ltd. in 2021 had identified certain weaknesses in the Company’s internal controls that are still outstanding and yet to be rectified; and

g. the report on the special audit conducted by Deloitte & Touche Financial Advisory Services Pte. Ltd. (“Special Auditor”) as directed by the Notices of Compliance (“NOC”) issued by the SGX-ST on 14 July 2021 and 19 August 2021 had not been issued at the time of change of the Board.

The Board’s immediate priority has been to resolve the outstanding legacy issues, including (a) negotiating with creditors to resolve all long overdue liabilities, (b) engaging an external auditor to audit the FY2022 financial statements, (c) working with the Special Auditor to complete the special audit, and (d) strengthening the Company’s internal controls, so as to elevate the Company to be in the position of pursuing new business directions. To this end, the Board is pleased to announce the following:

a. on 24 July 2023, the Company announced the full settlement with CDL Properties Ltd. (“CDL”) of S$430,662.13 being payment for rental arrears from December 2022 to March 2023, reinstatement cost, the holding rent for the period from April 2023 to 31 May 2023, interest and legal costs. This settlement mitigates the risk of the Company facing penalties by CDL as a result of it occupying the office space with no reinstatement since its eviction in March 2023;
b. on 28 July 2023, the Company completed the first tranche of S$3 million draw-down from the S$4 million loan from Asian Accounts Receivable Exchange Pte. Ltd.. This provides some urgently required cashflow to sustain operations, enabling the new Board room to concurrently negotiate settlement with other creditors;
c. the Company has commenced the process of identifying a new external auditor, with a view to convene an extraordinary general meeting (“EGM”) to formally appoint the new external auditor by the 3rd quarter of 2023. In addition, the Company is targeting to convene the FY2022 AGM, as well as releasing the financial results for each of the 1st, 2nd, 3rd and 4th quarters of FY2023 by the 1st quarter of 2024. To make good the previous lapses and eventually bring the Company’s financial reporting up to speed to adhere to the timelines under the Catalist Rules, the Company is looking to hold the FY2023 AGM and release the 1st quarter financial results of FY2024 by the 2nd quarter of 2024. The Company will be making the necessary applications to SGX-ST for the respective extensions of time for the release of the financial results and make the necessary announcements in due course.

In addition, the Board would like to inform shareholders that it is actively pursuing the following:
a. negotiating with creditors to settle all outstanding liabilities on terms in the best interests of the Company;
b. reviewing and seeking legal advice where necessary on the terms of the S$1.5 million loan agreement entered into by the Company during the tenure of the previous Board and exploring the best way to repay the loan when due;
c. actively engaging with the Special Auditor to complete phase 2 of the special audit by the 4th quarter of 2023;
d. engaging with the internal auditors to review if previously identified internal control weaknesses have been addressed, and to examine ways to strengthen these internal controls. This will concurrently address the 2 NOCs previously issued;
e. actively sourcing and/or developing new and sustainable businesses to be injected into the Company so as to inject a new lease of life into the Company and to raise additional funding for the continued operations and the development of new businesses for the Company; and
f. upon resolving all outstanding legacy issues with the gradual readiness of the Company to continuing to function as a going concern the Company will, through its continuing sponsor, consult the SGX-ST on the resumption of trading of its securities.

“The Company is committed to addressing the significant challenges and legacy issues inherited from the previous Board in a positive and transparent manner, with full accountability to our shareholders. The multitude of legacy issues, most of them unresolved in the last 2 years, will need time and effort to resolve and we ask for shareholders’ patience to allow us to work on getting the Company back on the path of restoration and growth.” said Mdm Hao Dongting, Chairperson of the Board. “We have already made some headway in tackling some of the most urgent issues as detailed above and are confident that with the right strategies and execution by the new Board, Kitchen Culture will be able to create sustainable growth and long-term shareholder value.”

“On behalf of the Board, we would like to express our deepest gratitude to the Company’s employees, customers and partners for their continued support during this period of transition. We look forward to working closely with all stakeholders to ensure a successful future for the Company”, added Mdm Hao.

For media queries, please reach out to:
Waterbrooks Consultants
Wayne Koo – wayne.koo@waterbrooks.com.sg +65 9338-8166
Derek Yeo – derek@waterbrooks.com.sg +65 9791-4707

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

This media release has been reviewed by the Company’s sponsor, SAC Capital Private Limited (the “Sponsor”). This media release has not been examined or approved by the Singapore Exchange Securities Trading Limited (“SGX-ST”) and the SGX-ST assumes no responsibility for the contents of this media release, including the correctness of any of the statements or opinions made or reports contained in this media release. The contact person for the Sponsor is Ms Lee Khai Yinn (Telephone: +65 6232 3210) at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542.

• 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

(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

• 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 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.

Kitchen Culture Holdings Ltd. (Kitchen Culture or the Company) said today it will seek fresh legal advice on the validity of a letter from a law firm and fresh notice received by a group of 8 shareholders (requisitioners) seeking to remove 5 of 6 directors via an Extraordinary General Meeting (Second Intended EGM) proposed for 25 November 2022.

The directors of SGX Catalist-listed provider of solutions and products for kitchens and wardrobes received the new notice (Second Concatenation Purported Notice) as well as a lawyer’s letter yesterday. The requisitioners also published an advertisement for the Second Concatenation Purported Notice in The Business Times today.

OOWAY Group Ltd. (OOWAY) – the Company’s largest shareholder – and 7 individuals who own an aggregate of 21.71% of the Company’s shares had issued Purported Notices under Section 177 of the Companies Act 1967 – on 30 September 2022 and 14 October 2022 – to remove the 5 directors. Kitchen Culture responded that the Purported Notices were defective and that any resolution passed on 1 November 2022 would be invalid.

Kitchen Culture’s Board, with the exception of Madam Hao Dongting, has said that there are no grounds to justify the resignations of the 5 directors – Mr Lim Wee Li (Executive Director), Mr Lau Kay Heng (Non-Executive Director and Vice-Chairman), and 3 Independent Directors, Mr Ang Lian Kiat, Mr William Teo Choon Kow and Mr Peter Lim King Soon.

Mr Lau Kay Heng and Mr Peter Lim King Soon were named as new directors to on 15 July 2022, the same day that Mr Lincoln Teo, an OOWAY representative and former Interim CEO of Kitchen Culture, ceased to be Executive Director. The Company stressed that OOWAY had in fact supported the re-appointments of Mr William Teo Choon Kow and Mr Ang Lian Kiat at the Annual General Meeting held on 18 March 2022.

Addressing the letter and notices received yesterday from a law firm, which did not confirm for whom they were acting, Kitchen Culture said:

• The undated Second Concatenation Purported Notice contained resolutions for the proposed for Second Intended EGM scheduled for 25 November 2022 that were substantially similar to those proposed for the 1 November 2022 EGM that was ‘postponed’. Yet it made no mention nor explained the so-called ‘postponement’ advertised by requisitioners on 29 October 2022 in The Business Times despite having issued a press release on 24 October 2022 urging shareholders to attend;
• As the above documents gave notice of the “Second Intended EGM” “to be convened and held only be electronic means” on 25 November 2022, it remains unclear if requisitioners have detracted from the “postponed” 1 November 2022 EGM which they had earlier urged shareholders to attend;
• The letter received from the law firm failed to explain how 2 earlier notices filed by requisitioners ahead of the earlier EGM (1 November 2022) can be “reissued” as a “composite” in the form of the Second Concatenation Purported Notice to call for the Second Intended EGM; and
• The requisitioners did not confirm whether the requisitioners regard the Second Intended EGM to be in anyway connected with the 1 November 2022 EGM that was called off.

The Company will seek to communicate with the requisitioners to minimise, if not to clear up, the confusion among shareholders which might have been caused by the requisitioners’ actions or by the documents or omissions contained in the documents received yesterday.

Kitchen Culture urged shareholders in the meantime “NOT to accept unquestioningly the Second Concatenation Purported Notice of EGM or its related Proxy Form, or the validity the Second Intended EGM. Instead, they should await further announcements of the Company to give updates on this subject.”

Kitchen Culture shares have been suspended from trading since July 2021. Its Board has seen several changes since the involvement of OOWAY in October 2020.

Issued by:
Kitchen Culture Holdings Ltd.
9 Raffles Place, #52-02, Republic Plaza
Singapore 048619
Tel: +65 6471 6776, Fax: +65 6472 6776

Media & Investor Contact
Whatsapp (Text): +65 9748 0688
kitchenculture@wer1.net

This press release has been reviewed by the Company’s sponsor, SAC Capital Private Limited (the “Sponsor”). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the “SGX-ST”) and the SGX-ST assumes no responsibility for the contents of this press release, including the correctness of any of the statements or opinions made or reports contained in this press release.

The contact person for the Sponsor is Ms. Lee Khai Yinn (Tel +65 6232 3210), at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542.

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