kitchen – PressAP

ACN Newswire

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

December 5, 2022

SINGAPORE, Dec 5, 2022 - (ACN Newswire via SEAPRWire.com) - 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 PlazaSingapore 048619 Tel: +65 6471 6776, Fax: +65 6472 6776Media & Investor Contact Whatsapp (Text): +65 9748 0688 kitchenculture@wer1.netThis press release has been reviewed by the Company's sponsor, SAC Capital Private Limited (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "SGX-ST") and the SGX-ST assumes no responsibility for the contents of this press release, including the correctness of any of the statements or opinions made or reports contained in this press release.The contact person for the Sponsor is Ms. Lee Khai Yinn (Tel +65 6232 3210), at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542.Kitchen Culture Holdings Ltd. [SGX: 5TI] [BBG: KCH:SP] [RIC: KCHL.SI] https://kcholdings.com.sg Copyright 2022 ACN Newswire. All rights reserved. (via SEAPRWire)

ACN Newswire

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

November 28, 2022

SINGAPORE, Nov 28, 2022 - (ACN Newswire via SEAPRWire.com) - 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 PlazaSingapore 048619 Tel: +65 6471 6776, Fax: +65 6472 6776Media & Investor Contact Whatsapp (Text): +65 9748 0688 kitchenculture@wer1.netThis press release has been reviewed by the Company's sponsor, SAC Capital Private Limited (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "SGX-ST") and the SGX-ST assumes no responsibility for the contents of this press release, including the correctness of any of the statements or opinions made or reports contained in this press release.The contact person for the Sponsor is Ms. Lee Khai Yinn (Tel +65 6232 3210), at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542.Kitchen Culture Holdings Ltd. [SGX: 5TI] [BBG: KCH:SP] [RIC: KCHL.SI] https://kcholdings.com.sg Copyright 2022 ACN Newswire. All rights reserved. (via SEAPRWire)

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

November 25, 2022

SINGAPORE, Nov 25, 2022 - (ACN Newswire via SEAPRWire.com) - 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.comAnnex A: New Board of Directors- Appointed at EGM on 25 November 20221. 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; and5. Mr Cheung Wai Man appointed as an Independent Director of the Company.- Appointed at last annual general meeting on 18 March 20226. 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 20221. Mr. Lau Kay Heng2. Mr. Lim Wee Li3. Mr. William Teo Choon Kow4. Mr. Ang Lian Kiat and 5. Mr. Peter Lim King SoonKitchen Culture Holdings Ltd. [SGX: 5TI] [BBG: KCH:SP] [RIC: KCHL.SI] https://kcholdings.com.sg Copyright 2022 ACN Newswire. All rights reserved. (via SEAPRWire)

ACN Newswire

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

November 23, 2022

SINGAPORE, Nov 23, 2022 - (ACN Newswire via SEAPRWire.com) - 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 CultureRecounting 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 actionsMr 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 PlazaSingapore 048619 Tel: +65 6471 6776, Fax: +65 6472 6776Media & Investor Contact Whatsapp (Text): +65 9748 0688 kitchenculture@wer1.netThis press release has been reviewed by the Company's sponsor, SAC Capital Private Limited (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "SGX-ST") and the SGX-ST assumes no responsibility for the contents of this press release, including the correctness of any of the statements or opinions made or reports contained in this press release.The contact person for the Sponsor is Ms. Lee Khai Yinn (Tel +65 6232 3210), at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542.Kitchen Culture Holdings Ltd. [SGX: 5TI] [BBG: KCH:SP] [RIC: KCHL.SI] https://kcholdings.com.sg Copyright 2022 ACN Newswire. All rights reserved. (via SEAPRWire)

Kitchen Culture’s Extraordinary General Meeting (EGM) to be held on 25 November 2022, 9.00 a.m.

November 18, 2022

SINGAPORE, Nov 18, 2022 - (ACN Newswire via SEAPRWire.com) - 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.comKitchen Culture Holdings Ltd. [SGX: 5TI] [BBG: KCH:SP] [RIC: KCHL.SI] https://kcholdings.com.sg Copyright 2022 ACN Newswire. All rights reserved. (via SEAPRWire)

ACN Newswire

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

November 18, 2022

SINGAPORE, Nov 18, 2022 - (ACN Newswire via SEAPRWire.com) - 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 PlazaSingapore 048619 Tel: +65 6471 6776, Fax: +65 6472 6776Media & Investor Contact Whatsapp (Text): +65 9748 0688 kitchenculture@wer1.netThis 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. Copyright 2022 ACN Newswire. All rights reserved. (via SEAPRWire)

Kitchen Culture’s Extraordinary General Meeting (EGM) to be held on 25th November 2022, 9am

November 3, 2022

SINGAPORE, Nov 3, 2022 - (ACN Newswire via SEAPRWire.com) - Relevant Shareholders[1] of Kitchen Culture Holdings Ltd. today announced that the new Extraordinary General Meeting of the Company (EGM) will be convened on 25th November 2022 at 9am. The Live EGM Webcast and the Live EGM Audio Feed has been arranged in place of a physical EGM.The Relevant Shareholders have informed the Company's Board on 2nd November 2022 in a letter of the same date of their intention to convene an EGM pursuant to Section 177 of the Companies Act[2]. The full notice of the EGM has been published on The Business Times on 3rd November 2022. The EGM seeks to remove 5 of Kitchen Culture's current Board of Directors and to appoint 5 new members to the Board. (See Annex A for details)Shareholders who have pre-registered will be able to watch or listen to the EGM proceedings through the Live EGM Webcast or the Live EGM Audio Feed via mobile phone, tablet, computer or any such electronic device.Details of the steps for pre-registration for the Live EGM Webcast or Live EGM Audio Feed, submission of substantial and relevant comments, queries and/or questions in advance of the EGM or through real-time electronic communication during the EGM, and voting live at the EGM by members themselves via real-time remote electronic voting or voting by appointing of a proxy(ies) or the Chairman of the EGM as proxy are set out in the Notice of EGM which has been published on The Business Times on 3rd November 2022.All Shareholders including those who have bought shares using SRS monies must pre-register online at https://registration.ryt-poll.com/home/index/kchl-egm by 9.00 a.m. on Tuesday, 22nd November 2022 (being not less than 72 hours before the time appointed for holding the EGM) to enable verification of their status.Following the verification and upon the closure of pre-registration, authenticated shareholders will receive email instructions to access the Live EGM Webcast and the Live EGM Audio Feed of the EGM proceedings by 9.00 a.m. on 24 November 2022 (being 24 hours before the time appointed for the holding of the EGM). The email instructions will contain the user ID, password details, and URL link to access the Live EGM Webcast and the Live EGM Audio Feed.Reasons for changing to a new EGM dateThe Relevant Shareholders of Kitchen Culture wish to highlight that the Company had previously refused to publish a Notice of EGM on SGXNet and on the Company's website, contrary to Catalist Rule 704(14) of the SGX Listing Manual ("Rule"). Under the Rule, the Company is required to immediately announce the details of any general meeting, such as publishing a copy of the Notice of the EGM on SGXNet and the Company's website regardless of any advice sought or action to be taken.The failure to do so is a breach of the Rule and unfairly disenfranchises shareholders who wish to attend and exercise their vote at a general meeting. The Relevant Shareholders[3] said,By requisitioning for a new EGM date, we want to ensure that this time round, all shareholders of Kitchen Culture are given the opportunity to attend and vote at the EGM on 25th November 2022 (9:00am). Alternatively, those who are unable to attend the EGM can vote by proxy by 23rd November 2022 (9:00am).As shareholders, they should have the right to decide who they wish to appoint to act in their interests as the directors of the Company.We would like to thank all shareholders of Kitchen Culture who have supported our efforts thus far in the proposed appointment of our new board of directors, whom if elected, will make a significant difference in providing strong leadership and strategic direction to take the Company forward.""We also wish to inform all shareholders that the requisitioning of the previous EGM, was in compliance with all relevant statutes/rules, but we decided to take the difficult (but correct) decision to postpone the EGM date to ensure that all shareholders can make informed decision and vote accordingly." We have sought legal advice to review Article 71 of the Company's Articles of Association and was advised to reschedule the EGM, giving 21 days' notice to pre-empt any possible dispute on the length of the notice period."[1] "Relevant Shareholders" refer to OOWAY Group Ltd., Koh Cher Chow, Lin Xiao Long, Ling Chui Chui, Koh Ngin Joo, Lim Cheng Huat, Chew Yu Sheng and Soh Koon Eng who together hold more than 10% of Kitchen Culture's issued share capital.[2] Section 177 Notice constituting a special notice under Section 152(2) read with Section 185 of the Companies Act 1967 of Singapore (the "Companies Act") of the intention of the Relevant Shareholders to convene an extraordinary general meeting of the Company (the "EGM") pursuant to Section 177 of the Companies Act. [3] See Annex BIssued by Relevant Shareholders of Kitchen Culture Ltd. Media and Investors Contact: Email: query@oowayasia.comAnnex A: Extract of Agenda for EGM:At the upcoming EGM, the 2 main agenda items among others to be raised are:1. Removal of the following 5 Directors on the existing Board:a. Mr. Lau Kay Hengb. Mr. Lim Wee Lic. Mr. William Teo Choon Kowd. Mr. Ang Lian Kiat and e. Mr. Peter Lim King Soon2. Appointment of the following individuals to the Board:a. Mr James Beeland Rogers, Jr. to be appointed as a Non-Executive Director of the Company; b. Mr Yip Kean Mun to be appointed as an Executive Director of the Company; c. Mr Lam Kwong Fai to be appointed as an Independent Director of the Company; d. Mr Tan Meng Shern to be appointed as an Independent Director of the Company; and e. Mr Cheung Wai Man to be appointed as an Independent Director of the Company.This Notice of EGM has been advertised on 3rd November 2022, one English Language daily newspaper circulating in Singapore, namely The Business Times, pursuant to Article 71 of the Company's Constitution.Printed copies of this Notice of EGM and Proxy Form will NOT be sent to members. Instead, these documents ought to be made available by the Company to shareholders solely by electronic means via publication on the Company's website and on the SGXNet.Copies of the redacted curriculum vitae, Form 45 (Consent to Act as Director), confirmations of independence (where applicable) and Catalist Rules undertakings of these new directors proposed to be appointed to the board will be made accessible at these links:Link 1: https://drive.google.com/drive/u/0/mobile/folders/1iEag3gqRV_OAMPuErTOrWmTsji4KRyvp?usp=sharingLink 2: https://tinyurl.com/5bkvtepr Annex B: Notice to Company The Relevant Shareholders have also informed the Kitchen Culture Board that prior to the conclusion of the EGM, the Company, including the current Directors of the Company, should not: 1. Take any action to effect any casual appointment of Director(s) or action that will affect the number of existing issued shares of the Company or carry out any corporate action that is dilutive in nature to the minority shareholders of the Company; 2. Carry out any transaction that would result in the divestment or acquisition of any business interest or asset for or on behalf of the Company; 3. Enter into any transaction committing or exposing the Company to any potential liability of a significant nature.Kitchen Culture Holdings Ltd. [SGX: 5TI] [BBG: KCH:SP] [RIC: KCHL.SI] https://kcholdings.com.sg Copyright 2022 ACN Newswire. All rights reserved. (via SEAPRWire)

ACN Newswire

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

October 31, 2022

SINGAPORE, Oct 31, 2022 - (ACN Newswire via SEAPRWire.com) - Kitchen Culture Holdings Ltd. ("Kitchen Culture" or the "Company") said today that a group of 8 shareholders ("the requisitioners") seeking to remove 5 of 6 directors has caused confusion among shareholders and the public by publishing a newspaper advertisement calling off the Extraordinary General Meeting ("EGM") with 1 working day's notice before it was due to be held.The Company said it was made aware of a relatively small advertisement published by the requisitioners in The Business Times on 29 October 2022 (Saturday) to 'postpone' the EGM - originally proposed for 9.00 am on 1 November 2022 (Tuesday) at Grand Copthorne Waterfront Hotel - even though the requisitioners had not communicated this to the Board of Directors ("the Board").While the requisitioners had published a significantly larger advertisement in The Sunday Times - a different newspaper - on 16 October 2022 calling for the EGM and had issued a press release via ACN newswire 8 days later urging shareholders to attend, they now "... appear, suddenly and without giving any explanation, to have diametrically changed their minds with just 1 working day before 1 November 2022," Kitchen Culture said.The Company said that some shareholders may not be aware of the latest advertisement by the requisitioners whose conduct has continued to cause confusion. Kitchen Culture has been receiving calls from shareholders expressing confusion and frustration as they had not received the Purported Notices and proxy forms in the days leading up to the EGM.OOWAY Group Ltd. ("OOWAY") and 7 individuals who own an aggregate of 21.71% of the Company's shares had issued Purported Notices issued under Section 177 of the Companies Act 1967 - on 30 September 2022 and 14 October 2022 - to remove the 5 directors.Kitchen Culture has said that 2 law firms have advised that Purported Notices were defective and that any resolutions passed on 1 November 2022 would be invalid.The Company reminded shareholders today that based on the requisitioners' advertisement on 29 October 2022, the intended EGM tomorrow will not be proceeding, and that they should not show up in person nor provide proxy forms.Kitchen Culture also stressed that, as advised by its lawyers, it is incorrect for the requisitioners to state in the advertisement that they are "postponing" the intended EGM or to "announce" another date "in due course". The Company will write to the requisitioners for clarifications and confirmations on this and other relevant points, as appropriate. Kitchen Culture's Board, with the exception of Madam Hao Dongting, has said that there are no grounds to justify the resignations of the 5 directors - Mr Lim Wee Li (Executive Director), Mr Lau Kay Heng (Non-Executive Director and Vice-Chairman), and 3 Independent Directors, Mr Ang Lian Kiat, Mr William Teo Choon Kow and Mr Peter Lim King Soon.Mr Lau Kay Heng and Mr Peter Lim King Soon were named as new directors to the SGX Catalist-listed provider of solutions and products for kitchens and wardrobes on 15 July 2022, the same day that Mr Lincoln Teo, an OOWAY representative and former Interim CEO of Kitchen Culture, ceased to be Executive Director.The Company stressed that OOWAY had in fact supported the re-appointments of Mr William Teo Choon Kow and Mr Ang Lian Kiat at the Annual General Meeting held on 18 March 2022.Kitchen Culture shares have been suspended from trading since July 2021. Its Board has seen several changes since the involvement of OOWAY in October 2020.Issued by:Kitchen Culture Holdings Ltd.9 Raffles Place, #52-02, Republic PlazaSingapore 048619 Tel: +65 6471 6776, Fax: +65 6472 6776Media & Investor Contact Whatsapp (Text): +65 9748 0688 kitchenculture@wer1.netThis press release has been reviewed by the Company's sponsor, SAC Capital Private Limited (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "SGX-ST") and the SGX-ST assumes no responsibility for the contents of this press release, including the correctness of any of the statements or opinions made or reports contained in this press release.The contact person for the Sponsor is Ms. Lee Khai Yinn (Tel +65 6232 3210), at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542.Kitchen Culture Holdings Ltd. [SGX: 5TI] [BBG: KCH:SP] [RIC: KCHL.SI] https://kcholdings.com.sg Copyright 2022 ACN Newswire. All rights reserved. (via SEAPRWire)

ACN Newswire

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

October 25, 2022

SINGAPORE, Oct 25, 2022 - (ACN Newswire via SEAPRWire.com) - Kitchen Culture Holdings Ltd. said today shareholders should not, and are advised not to, attend an Extraordinary General Meeting (EGM) called to remove 5 of 6 directors as the Purported Notices of the EGM attempted to be issued by 8 requisitioners, including its largest shareholder OOWAY Group Ltd., were defective and therefore invalid.The Board of Directors of Kitchen Culture said that after consulting 2 law firms, it had been advised that the Purported Notices had not been properly served to shareholders in accordance with the Constitution of the Company and did not give shareholders the 21 days' notice required. As such, the Company should not announce the Purported Notices and the EGM should not and will not proceed at 9.00 am on 1 November 2022 at Grand Copthorne Waterfront Hotel as proposed by the requisitioners."Any resolutions passed during any EGM convened on the basis of the defective Purported Notices of EGM would be invalid," said the Board of the SGX Catalist-listed provider of solutions and products for kitchens and wardrobes.As announced on 14 October 2022, the Board received letters, including the Purported Notices - issued under Section 177 of the Companies Act 1967, on 30 September 2022 and 14 October 2022 from the requisitioners who own an aggregate of 21.71% of the Company's shares. The Purported Notices sought to remove Mr Lim Wee Li (Executive Director) and 4 Independent Directors Mr Ang Lian Kiat, Mr William Teo Choon Kow, Mr Lau Kay Heng (also Vice-Chairman) and Mr Peter Lim King Soon.The latter 2 were named as new directors on 15 July 2022 on the same day that Mr Lincoln Teo, an OOWAY representative and former Interim CEO of Kitchen Culture, ceased to be Executive Director. The Board, with the exception of Madam Hao Dongting, has said that there are no grounds to justify the resignations of the 5.The requisitioners had placed a newspaper advertisement of the Purported Notice of EGM on 16 October 2022. Besides not having properly sent copies of the Purported Notices to the shareholders of Kitchen Culture, that advertisement gave only 15 days' notice, 6 short of the 21 days' notice in writing (exclusive of the day on which it is served and of the day on which the meeting is to be held) as required under Article 71 of the Company's Constitution, the Board said.In any event, the advertisement of the Purported Notice of EGM is an additional and separate requirement and does not displace the need to properly serve notices of EGM in accordance with Article 160 of the Company's Constitution, the Board said.The newspaper advertisement also failed to provide proxy forms. The Board said the requisitioners cannot demand the Company to publicise such a notice or the proxy forms. Also, they cannot require the Company to invoke the provisions in the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings For Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 as there is no obligation for the Company to publish, as an announcement, the Purported Notices (or the proxy form) as demanded by the requisitioners.As Kitchen Culture is publicly listed, "any EGM convened on the basis of the defective Purported Notices of EGM is likely to be prejudicial to shareholders. The Board has a duty to consider the interests of all shareholders, and not to promote the interests of any particular one or section of shareholders, including the interests of the OOWAY Group and the other requisitioning shareholders, at the expense of the general body of shareholders," the Board said.Shares of Kitchen Culture have been suspended from trading since July 2021. Its Board has seen several changes since the involvement of OOWAY in October 2020.Issued by:Kitchen Culture Holdings Ltd.9 Raffles Place, #52-02, Republic PlazaSingapore 048619 Tel: +65 6471 6776, Fax: +65 6472 6776Media & Investor Contact Whatsapp (Text): +65 9748 0688 kitchenculture@wer1.netThis press release has been reviewed by the Company's sponsor, SAC Capital Private Limited (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "SGX-ST") and the SGX-ST assumes no responsibility for the contents of this press release, including the correctness of any of the statements or opinions made or reports contained in this press release.The contact person for the Sponsor is Ms. Lee Khai Yinn (Tel +65 6232 3210), at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542.Kitchen Culture Holdings Ltd. [SGX: 5TI] [BBG: KCH:SP] [RIC: KCHL.SI] https://kcholdings.com.sg Copyright 2022 ACN Newswire. All rights reserved. (via SEAPRWire)

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

October 24, 2022

SINGAPORE, Oct 24, 2022 - (ACN Newswire via SEAPRWire.com) - Relevant shareholders[2] of Kitchen Culture Holdings Ltd. today announced that they wish to reiterate and clarify to all shareholders of the Company on the following:1. EGM to proceed on 1 November 2022, 9am as planned;2. Relevant Shareholders had on 14 October 2022, at about 5pm, informed Kitchen Culture of the requisition of EGM; 3. Notice of EGM on a major local English newspaper was published on the 16 October 2022 edition of the Sunday Times.4. To date (as at 24 October 2022, 6pm), Kitchen Culture has failed to announce the Notice of EGM, requisitioned by shareholders under Section 177 of the Company Act 1967, which is a clear breach of Catalist Rule 704 of the SGX Listing Manual; 5. Relevant shareholders do not need to send the Notice of EGM and Proxy Form to all Kitchen Culture's shareholders by post, due to current exemptions[3] related to COVID-19. This exemption was also applied in the previous Annual General Meeting of the Company held in March 2022.The Relevant shareholders said, "We encourage all shareholders of Kitchen Culture to vote at the EGM, either in person on 1 November 2022 (9am), or by proxy by 30 October 2022 (9am). Your votes matter and will determine the composition of the leadership and strategic direction of the company going forward."The new Board of Directors if elected, is committed to ensure the completion of the Special Audit to clear Kitchen Culture's outstanding issues and to comply with the Notice of Compliance, paving the way for the resumption of trading in Kitchen Culture shares, which has been suspended since 12 July 2021.For more information on Notice of EGM and CVs, please refer to the following URL: https://tinyurl.com/5bkvteprAt the upcoming EGM, the 2 main agenda items among others to be raised are:1. Removal of the following 5 Directors on the existing Board:a. Mr. Lau Kay Hengb. Mr. Lim Wee Lic. Mr. William Teo Choon Kowd. Mr. Ang Lian Kiat and e. Mr. Peter Lim King Soon2. Appointment of the following individuals to the Board:a. Mr James Beeland Rogers, Jr. to be appointed as a Non-Executive Director of the Company; b. Mr Yip Kean Mun to be appointed as an Executive Director of the Company; c. Mr Lam Kwong Fai to be appointed as an Independent Director of the Company; d. Mr Tan Meng Shern to be appointed as an Independent Director of the Company; and e. Mr Cheung Wai Man to be appointed as an Independent Director of the Company.[1] Section 177 Notice constituting a special notice under Section 152(2) read with Section 185 of the Companies Act 1967 of Singapore (the "Companies Act") of the intention of the Relevant Shareholders to convene an extraordinary general meeting of the Company (the "EGM") pursuant to Section 177 of the Companies Act.[2] "Relevant Shareholders" refers to OOWAY Group Ltd., Koh Cher Chow, Lin Xiao Long, Ling Chui Chui, Koh Ngin Joo, Lim Cheng Huat, Chew Yu Sheng and Soh Koon Eng.[3] Due to COVID-19 pandemic, pursuant to paragraph 5(1) read with the First Schedule of the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, the Company may convene, hold, conduct, whether wholly or partly, the Annual General Meeting, by electronic means. This includes Provision for laying and production of documents at a general meeting of a listed company which can be via electronic means.Issued by Relevant Shareholders of Kitchen Culture Ltd. Media and Investors Contact:Email: query@oowayasia.com- EGM to be held on 1st November 2022, 9.00 am at Toucan Room Level 4, Grand Copthorne Waterfront Hotel, 392 Havelock Road, Singapore 169663.- EGM is convened in accordance with and in compliance with Section 177[1] of Companies' Act 1967 - As required by legal procedure, Notice of EGM was published in the Straits Times (Sunday Times edition) on 16 October 2022Kitchen Culture Holdings Ltd. [SGX: 5TI] [BBG: KCH:SP] [RIC: KCHL.SI] https://kcholdings.com.sg Copyright 2022 ACN Newswire. All rights reserved. (via SEAPRWire)

ACN Newswire

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

October 20, 2022

SINGAPORE, Oct 20, 2022 - (ACN Newswire via SEAPRWire.com) - OOWAY Group Ltd today announced that it wishes to clarify the factual inaccuracy in Kitchen Culture Holdings Limited's 14 October 2022 announcement ("Announcement") to SGXNet with regard to an interest-free loan of S$1.5 million (Unconditional Interest-Free Loan) that was offered to Kitchen Culture by OOWAY Group as a gesture to assist the Company in alleviating its dire financial situation. Kitchen Culture's Announcement had stated:"As regards the S$1.5 million interest-free loan proposed by the OOWAY Group as referred to in the Article, it came with the pre-condition that a specific candidate had to be appointed as Chief Financial Officer ("CFO") of the Company".OOWAY Group would like to clarify that the final version of the Loan dated 8 June 2022 and offered to the Company, did not come with any pre-conditions, and that Kitchen Culture's Announcement to SGXNet was a factual inaccuracy.From May 2022 to early June 2022, there were several rounds of discussions on the loan amount and conditions tied to the loan. The final version of the Term Sheet dated 8 June 2022 was signed by OOWAY Group and then circulated to Kitchen Culture's Board of Directors on the same date.The terms specified in the Term Sheet are as follows:1. Loan Tenor of 1 year from the date of first drawn down (Initial Term);2. No interest shall be payable;3. OOWAY has the option to extend the loan tenor or convert the loan to equity shares of KC after the Initial Term expires. Term and condition to be agreed upon later by both parties and approvals from the relevant authorities.OOWAY Group invites the Board of the Company to clarify the above statement in the Announcement and to circulate to the shareholders the Term Sheet of the Unconditional Interest-Free Loan for purpose of clarity and transparency.Expressing his surprise at Kitchen Culture's not accepting the Unconditional Interest-Free Loan, Mr Liu Yanlong, representative for OOWAY Group said, "This proposed Unconditional Interest-Free Loan was not accepted by the Board of Kitchen Culture for reasons unknown to us. Instead, the Board subsequently accepted a loan bearing interest of 10% per annum along with an additional term that the loan could be defaulted if there was any change in the composition of the Board".Mr Liu added, "This misstatement of facts if not clarified and rectified by the Company may lead to shareholders being misled and cause damage to the Company's reputation.OOWAY Group on 16 October 2022, announced that together with 7 other shareholders of Kitchen Culture, they will be convening an Extraordinary General Meeting (EGM) of the Company pursuant to Section 177 of the Companies Act, to appoint a new board and remove 5 existing directors. The EGM will be held on 1st November 2022, 9.00 am at Toucan Room Level 4, Grand Copthorne Waterfront Hotel, 392 Havelock Road, Singapore 169663.About OOWAY Group Ltd.OOWAY GROUP LTD. is a corporate entity registered with Accounting and Corporate Regulatory Authority which has a stake in OOWAY Technology Pte Ltd. OOWAY Group is an established big data, Artificial Intelligence (AI) and Blockchain technology provider of innovative solutions for the integration of cross-border trade. Its DIGIT platform (Digital Innovation of Global Integrated Trade) seamlessly integrates cross-border trade with all parties through all stages from initialization to conclusion. The use of AI enables the platform to collect and analyze data to recognize, predict and optimize the cross-border trade process for all parties involved. The use of Blockchain ensures transparency, traceability and immutability, and automatic updating of all documents in the cross-border trade process. www.ooway.comIssued by OOWAY Group Ltd.Media and Investors Contact:Email: query@oowayasia.com Copyright 2022 ACN Newswire. All rights reserved. (via SEAPRWire)

ACN Newswire

Kitchen Culture Rejects Requisition to Remove 5 Directors, Sharply Criticises Major Shareholder OOWAY Group for Factual Inaccuracies and Mischaracterisations to the Media

October 14, 2022

SINGAPORE, Oct 14, 2022 - (ACN Newswire via SEAPRWire.com) - The Board of Directors (the "Board") of Kitchen Culture Holdings Ltd. ("Kitchen Culture" or the "Company") today rejected a requisition to remove 5 of its 6 directors, and sharply criticised its largest shareholder, OOWAY Group Ltd. ("OOWAY"), for conveying to the media factual inaccuracies and mischaracterising recent events.The Board, with the exception of Madam Hao Dongting ("Mdm Hao"), said that there are no grounds to justify the resignations. The Board had received a notice (the "Section 177 Notice") - issued under Section 177 of the Companies Act 1967 - on 30 September 2022 from OOWAY and 7 individuals who own an aggregate of 21.71% of the Company's shares.Kitchen Culture was listed on SGX Catalist in 2011 as a provider of solutions and products for kitchens and wardrobes. Its shares have been suspended from trading since July 2021. Its Board has seen several changes since the involvement of OOWAY in October 2020. As announced on 17 July 2022, Mr Lincoln Teo ("Mr Lincoln Teo"), an OOWAY representative and former Interim CEO of Kitchen Culture, ceased to be Executive Director, while 2 new Board members were named - Mr Lau Kay Heng as Vice-Chairman and Non-Executive Director and Mr Peter Lim King Soon as Independent Director.Kitchen Culture has written to the requisitioning shareholders that the 2 new Board members, Mr Lim Wee Li (Executive Director) and 2 Independent Directors Mr William Teo Choon Kow and Mr Ang Lian Kiat (the "5 Directors") will not resign. The Company stressed that OOWAY had in fact supported the reappointments of Mr William Teo and Mr Ang Lian Kiat at the Annual General Meeting held on 18 March 2022."The circumstances suggest that OOWAY may have its own reasons for calling for the replacement of the 5 Directors, which are unknown to the Board, with the exception of Mdm Hao," Kitchen Culture said.Separately, Kitchen Culture sharply criticised Mr Liu Yanlong ("Mr Liu"), representative of OOWAY, for his remarks to the Chinese-language Lianhe Zaobao newspaper, published on 7 October 2022, and as contained in a 12 October 2022 press release issued on ACN Newswire.The Board, with the exception of Mdm Hao, said it "notes with grave disappointment that this is at least the second instance in which Mr Liu of the OOWAY has mis-characterised to the media events of the recent past with blatant factual inaccuracies. These efforts are a distraction to the serious matters, as outlined above, which the current Board is working very hard to address."The Board, with the exception of Mdm Hao, highlighted 5 key matters:1) The remarks to the media misinterpret the findings of an internal control review by Baker Tilly Consultancy (Singapore) Pte. Ltd. ("Baker Tilly").It also notes that on 19 August 2021, the Singapore Exchange Regulation Pte. Ltd. ("SGX RegCo") issued a Notice of Compliance ("NOC") for a Special Audit ("Special Audit") to review several matters including the internal control weaknesses noted in the Interim Report issued by Baker Tilly. Matters including the use of the Company's funds - including the funds of S$19 milion raised from February to August 2020 for business transformation, before OOWAY's involvement in the Company in October 2020 - remain within the purview of the Special Auditor and it is premature for Mr Liu or OOWAY to make any insinuations in that regard. The Company is reviewing a draft report in relation only to the Payroll Matters and the Transaction announced by the Company on 29 September 2021. The independent review of the remaining scope of work is on-going. The Company will update shareholders once there are material developments in this regard.2) It rejects any allegation of impropriety as to the appointment of Mr Lau Kay Heng as director, whose appointment was duly assessed by the Nominating Committee.3) Regarding the reference in the media to 2 loan matters:(i) for the loan of S$1.0 million taken up by the Company, the rationale - announced on 30 August 2022 - was to meet anticipated general working capital needs up to the end of 2022; and(ii) a S$1.5 million interest-free loan proposed by OOWAY had initially come with the pre-condition that a specific candidate had to be appointed as Chief Financial Officer ("CFO") of the Company. This condition could not be accepted after the Nominating Committee's due assessment which found the candidate to be not suitable to be the CFO of the Company. Subsequently, the former Executive Director and Interim CEO Mr Lincoln Teo had on 7 July 2022 recommended the Board to accept a proposal by another investor found by the OOWAY Group which contained conditions, among others, that the Company's investment in OTPL be provided as collateral for a convertible loan of S$5.0 million. By late-July 2022, the balance proceeds from the past fundraising activities were reduced to the precariously low level of S$26,559 while liabilities accumulated under the management of Mr Lincoln Teo amounted to approximately S$935,000.4) There is no basis to state "OOWAY Technology [Pte. Ltd.] [("OTPL")] is Kitchen Culture's most valuable asset".OOWAY has made many promises of injecting profitable businesses to the Company but did not make good its promises since becoming shareholders of the Company in October 2020 and had management control of the Company between July 2021 and July 2022.It is noted that the OTPL and its subsidiaries ("the OTPL Group") recorded losses in 2020 and 2021. The Company's share of OTPL Group's losses amounted to approximately S$910,000 and S$803,000 for the 12 months ended 30 June 2021 and 30 June 2022, respectively.5) As to Mr Liu's remarks to the media on the Section 177 Notice, the Board said that since the resignation of Mr Lincoln Teo and appointments of the 2 new Independent Directors, the current Board has achieved significant progress in the last 3 months, by:- successfully negotiating payment terms for liabilities incurred during Mr Lincoln Teo's tenure, including rental arrears for the Company's office premises and unpaid salaries;- reducing overhead costs significantly by terminating services of 6 staff (4 of whom were existing/former employees of companies related to Mr Lincoln Teo) who were receiving almost S$600,000 in combined salaries and allowances annually from the Company; and - securing a S$1 million loan to settle immediate debts as well as to provide short term working capital.The current Board is also in the process of evaluating the acquisition of new businesses that are cashflow positive and profitable.In its letter to the requisitioning shareholders, the Board, with the exception of Mdm Hao, said the Directors will continue to act honestly and diligently in discharging their functions and duties and will continue the ordinary course of business for the Company.Further, the Board wishes to state that it has this afternoon received a letter dated 14 October 2022 from the requisitioning shareholders enclosing a Notice of Extraordinary General Meeting ("EGM") and proxy form, and giving notice that the EGM will be held on Tuesday, 1 November 2022, 9.00 a.m. at Toucan Room Level 4, Grand Copthorne Waterfront Hotel, 392 Havelock Road, Singapore 169663. A further announcement will be made in this regard on SGXNet.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 ContactWhatsapp (Text): +65 9748 0688kitchenculture@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. Copyright 2022 ACN Newswire. All rights reserved. (via SEAPRWire)

ACN Newswire

OOWAY Group Seeks to Appoint New Board to Turn Around Kitchen Culture

October 12, 2022

SINGAPORE, Oct 12, 2022 - (ACN Newswire via SEAPRWire.com) - OOWAY Group Ltd, the single largest shareholder, together with 7 other shareholders[1] of Kitchen Culture Holdings Ltd. has on 30 September 2022 informed the Company's Board of the intention to convene an extraordinary general meeting of the Company (EGM) pursuant to Section 177 of the Companies Act[2].The upcoming EGM seeks to remove 5 of the current Kitchen Culture's Board of Directors and appoint 5 new members to the Board. Reference SGXNET 30 Sep 2022: https://tinyurl.com/mr5pxncrReasons for Calling for EGM OOWAY Group emphasises that without a change in the current Kitchen Culture board, the value of Kitchen Culture's 27.65% stake in OOWAY Technology Pte Ltd (which is its most valuable asset) would be unrealised and ultimately wasted.OOWAY Group reiterates that the implementation of a long-term and viable business plan for OOWAY Technology is the only path available now for the resumption of trading in Kitchen Culture shares, and ultimately a share price that would reflect its fundamentals.Mr Liu Yanlong, representative for OOWAY Group, said, "With OOWAY Group's existing and new business capabilities in Big Data Analytics and Artificial Intelligence, we were excited at the prospect of working closely with Kitchen Culture in line with their diversification strategy and OOWAY Group's expansion in the ASEAN region.However, we have witnessed the gradual erosion of the Company's core values and business prospects and have reluctantly taken this step, in order to protect our interests and the interests of other minority shareholders. The current suspension of Kitchen Culture shares, is a definite concern of all shareholders of the Company.We believe that replacing the current board with the proposed new Directors, who bring with them the necessary experience, expertise and energy to help reverse Kitchen Culture's present trajectory, is the only way forward."Mr Liu, added: "The indisputable fact is this: OOWAY Technology is Kitchen Culture's most valuable asset. Since the time of the acquisition till the present, OOWAY Group has continued to forge new business, break new ground, and grow the company through massive investment in technological capabilities and talented individuals.While we are greatly disappointed in what has transpired at Kitchen Culture, we still hold on to the belief that the Company can and will turn around once we have a new and highly capable management with integrity, transparency and vision in place and we will work hand-in-hand with them to ensure that Kitchen Culture become stronger than before."EGM AgendaAt the upcoming EGM on a date yet to be confirmed, 2 main agenda items among others to be raised are:1. Removal of the following 5 Directors at the EGM should they not voluntarily resign before 5pm on 14 October 2022:a. Mr. Lau Kay Hengb. Mr. Lim Wee Lic. Mr. William Teo Choon Kowd. Mr. Ang Lian Kiat and e. Mr. Peter Lim King Soon2. Appointment of the following individuals to the Board:a. Mr James Beeland Rogers, Jr. to be appointed as a Non-Executive Director of the Company; b. Mr Yip Kean Mun to be appointed as an Executive Director of the Company; c. Mr Lam Kwong Fai to be appointed as an Independent Director of the Company; d. Mr Tan Meng Shern to be appointed as an Independent Director of the Company; and e. Mr Cheung Wai Man to be appointed as an Independent Director of the Company. BackgroundKitchen Culture had been suffering from recurring losses and negative operating cash flow from its core business as a kitchen solutions provider for 8 years at the time of the acquisition by OOWAY Group.In August 2020, Kitchen Culture entered into a sale and purchase agreement and a shareholder's agreement with OOWAY Group to acquire a 30% equity stake in OOWAY Technology Pte. Ltd. at a purchase consideration of S$23.92 million to be satisfied by way of the allotment and issue of 90,000,000 new ordinary shares in the capital of Kitchen Culture at an issue price of S$0.2658 per ordinary share.At the time of the acquisition in 2020, it was envisaged that the combination of the newly-raised funds and OOWAY Technology's cutting-edge technologies as well as extensive business networks and capabilities would ring in a new era of growth and profitability for Kitchen Culture.The Relevant Shareholders have also informed the Kitchen Culture Board that prior to the conclusion of the EGM, the Company, including the current Directors of the Company, should not:1. Take any action to effect any casual appointment of Director(s) or action that will affect the number of existing issued shares of the Company or carry out any corporate action that is dilutive in nature to the minority shareholders of the Company.2. Carry out any transaction that would result in the divestment or acquisition of any business interest or asset for or on behalf of the Company. 3. Enter into any transaction committing or exposing the Company to any potential liability of a significant nature. SGXNET References:- 12 April 2022: General Announcement::UPDATE ON REVIEW BY BAKER TILLY CONSULTANCY (SINGAPORE) PTE. LTD. https://tinyurl.com/48fwfsfx- 21 April 2022: General Announcement::ASSISTANCE IN THE REVIEW BY THE COMMERCIAL AFFAIRS DEPARTMENT https://tinyurl.com/2p8hfrdt[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.[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.About OOWAY Group Ltd.OOWAY GROUP LTD. is a corporate entity registered with Accounting and Corporate Regulatory Authority which has a stake in OOWAY Technology Pte Ltd. OOWAY Group is an established big data, Artificial Intelligence (AI) and Blockchain technology provider of innovative solutions for the integration of cross-border trade. Its DIGIT platform (Digital Innovation of Global Integrated Trade) seamlessly integrates cross-border trade with all parties through all stages from initialization to conclusion. The use of AI enables the platform to collect and analyze data to recognize, predict and optimize the cross-border trade process for all parties involved. The use of Blockchain ensures transparency, traceability and immutability, and automatic updating of all documents in the cross-border trade process. www.ooway.comIssued by OOWAY Group Ltd.Media Contact: Email: query@oowayasia.com Copyright 2022 ACN Newswire. All rights reserved. (via SEAPRWire)

ACN Newswire

Uplift Your ‘New-Normal’ Kitchen with Special Deals from Bosch Home Appliances to Warm Everyone’s Heart

June 27, 2022

SINGAPORE, Jun 27, 2022 - (ACN Newswire via SEAPRWire.com) - Restrictions have been mostly lifted and family or friendly gatherings are back on the menu! While dining out is an option, nothing beats the cosy atmosphere of a homely get-together where friends and family get to bond over fresh home-cooked meals. However, it may have been a while since hosting the last dinner party. Fret not, Bosch Home Appliances is here to make sure your kitchen is in good fighting shape to tackle any party or gathering! If you need to beef up your kitchen, you're in luck. From now on until 31 July, Bosch Home Appliances is running special promotions covering most product categories. It's time to catch the wave and buy a new one!Pizza Party!Definitely a big hit for the crowd, young or old. Making your own customised pizza is the easiest way to let your creativity run wild in the kitchen and would definitely be the highlight of any home party! From dessert pizzas to savoury pizzas, the options for creating a recipe that is uniquely yours are endless. But first things first, be sure to clean your oven door seal! Oven doors may not close properly if your door seal is damaged or dirty. Say no to power trips! If you haven't been using your oven, heat it up at 100 degrees Celsius for 5 mins and gradually increase it to 150 degrees Celsius and 200 degrees Celsius before use. This helps to prevent power trips from the build-up of moisture within.If you feel like your current oven could use an upgrade, Bosch Home Appliances has got you covered as well. Here are two shortlisted products with the biggest price jump:Image 1: https://www.acnnewswire.com/docs/Multimedia/Low_Bosch20220624-1.jpgFor the full product category, please refer to our brochure.https://drive.google.com/file/d/1DxOtY_9FHpAf-4qMs5OXa5c6Hyr8JJhk/viewWhat's Under the Hood?Not many people realise this but a good-looking cooker hood does tie the whole kitchen together. Also, a lot of the time the cooker hood is the main culprit when people find a bad odour coming from their kitchen. This is definitely something you want to avoid happening when you invite guests over to have a cook-off or a potluck. To keep it looking good and smelling good, Bosch Home Appliances recommends cleaning the outer surface with a stainless steel cleaner to prevent corrosion and cosmetic deterioration. Using a degreaser solution or soap to clean and dry the metal grease filter at least once or twice a month is highly recommended too.If you feel your hood could use a little upgrading to bring some new life to the kitchen, here is what Bosch has got for you:Image 2: https://www.acnnewswire.com/docs/Multimedia/Low_Bosch20220624-2.jpgFor the full product category, please refer to our brochure.https://drive.google.com/file/d/1Lk5ZP1RVwta_DrkpS361v8kdi1T8mkQe/viewDon't want an after-party nightmare? Check your dishwasher now!Sometimes there is no round 2, instead, it is time to get down and dirty with clean-up! This is anyone's least favourite part of a party, but Bosch Home Appliances is here to make the process less painful. That way, you won't have to dread hosting another get-together all because of the clean-up afterwards or even during the party itself. To make the cleanup process as smooth as possible, using a full load is the only way to go. Fully enjoy your get-togethers and let your dishwasher do all the work. Cleaning efficiency is a priority, especially with a full load of dishes. Maximise your clean-up time by simply loading your dishes according to instructions. This way, you use minimum time to achieve the best results.If you want to be even more time-efficient as well as space-efficient, these items from Bosch are what you need:Image 3: https://www.acnnewswire.com/docs/Multimedia/Low_Bosch20220624-3.jpgFor the full product category, please refer to our brochure.https://drive.google.com/file/d/1da3IFFH09xRNtPfrG7CrBITw1WavBEyl/viewRevive the party spirit at home with Bosch Home Appliances today! Bring your family and friends together again with our Great Singapore Sales HERE. https://drive.google.com/file/d/1dEy14tRF9rGiqPJw-HMNbOXlk5ocwoTb/viewYou may download the necessary images from the virtual media kit here.https://preciouscomms.box.com/s/d4bnunxhushhgk3al9afndp6ygqrfzzkAbout BoschThe name Bosch is known worldwide as a symbol of excellent quality and reliability. For more than 85 years now, its home appliances have also honoured this claim: Bosch is Europe's leading household appliances manufacturer. Its products are based exclusively on the real requirements of modern households. Thanks to trendsetting technology and surprisingly simple solutions, they effortlessly achieve perfect results and simplify everyday life. In addition, high quality, precisely finished materials, and a timeless, internationally acclaimed design ensure noticeable quality and sustainability. A recognised high service quality cements the trust of the user in the brand and underpins the Bosch guiding principle, "Invented for life".For media enquiries, please contact:PRecious Communicationsbsh@preciouscomms.com Copyright 2022 ACN Newswire. All rights reserved. (via SEAPRWire)