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TalkMed overprice
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Joelton
Supreme |
08-Aug-2023 13:25
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Joelton
Supreme |
26-Jul-2023 10:13
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Kitchen Culture seeks to move forward from &lsquo troubled history&rsquo
The board of Kitchen Culture has made a slew of moves in a bid to &ldquo usher in a new era of transparency, accountability and business expertise&rdquo .
On July 24, the company announced that it has appointed five new directors who will &ldquo move the company forward&rdquo . The company will also address and resolve its legacy issues including negotiating with its creditors to resolve all &ldquo long overdue liabilities&rdquo . The announcement came shortly after a special audit report found that the company had potentially breached listing rules.
Some, such as the letter of demand (LOD) from CDL Properties in relation to Kitchen Culture&rsquo s alleged default of the lease agreement between itself and CDL Properties, have been resolved.
The LOD was sent on March 14 and the company was subsequently evicted from its premises on March 16.
The issues were resolved when Kitchen Culture reached a settlement with CDL on July 21 to fully settle rental arrears and reinstate its office in Republic Plaza.
Other issues such as the LOD from Tan Gin Tat with regard to the $1.5 million loan extended to Kitchen Culture in 2022 will be resolved &ldquo in due course&rdquo with the board currently seeking legal advice on the matter.
On the special audit in relation to the company&rsquo s payroll irregularities and unauthorised transaction, the board says it will engage professionals to address the issues and recommendations raised.
&ldquo In relation to the appointment of a new external auditor, the board has identified a suitable external auditor and will be seeking shareholders&rsquo approval for the appointment in due course,&rdquo says Kitchen Culture in its statement.
Finally, the company is looking to raise funds and evaluate &ldquo sustainable business opportunities&rdquo moving forward. &ldquo As part of these efforts, the company will be releasing a detailed business update as soon as practicable.&rdquo
" We understand that the company has faced significant challenges in the past, and we are committed to addressing these issues and moving forward," says Hao Dongting, non-executive chairperson.
" We are confident that with the right strategies and execution, Kitchen Culture will be able to create sustainable growth and long-term shareholder value. Meanwhile, the board will be conducting a thorough review of the company' s operational and financial procedures and implement policies and procedures that ensure the company is run in a transparent, responsible and efficient manner,&rdquo she adds.
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Joelton
Supreme |
25-Jul-2023 09:37
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Kitchen Culture pays up rental arrears, appoints five new directors
The actions are part of several corporate moves by Kitchen Culture to recover from its legal and financial woes.
EMBATTLED kitchen solutions provider Kitchen Culture announced via two bourse filings on Monday (Jul 24) that it has paid up its rental arrears to property developer CDL Properties, and appointed five new directors.
The actions are part of several corporate moves to recover from its legal and financial woes.
In one of the filings, the company&rsquo s board said that it had made a payment of S$430,662.13 to its landlord CDL Properties, a wholly-owned subsidiary of City Developments Limited.
This sum, which was paid for by partially drawing down a S$4 million interest-free loan Kitchen Culture had secured from Asian Accounts Receivable Exchange on Jun 26, includes an outstanding amount of S$250,970 for rent owed for four months between December 2022 and March 2023, holding rent for the period from April to May this year, reinstatement cost, interest and legal costs.
Before it had received a letter of demand in March this year from CDL Properties&rsquo lawyer for allegedly owing four months of rent, thereby causing it to be evicted, the company had already been embroiled in a series of legal troubles, including dissension from its shareholders.
Kitchen Culture&rsquo s board announced on Monday that CDL Properties has confirmed it received the sum and will not be making any further claim against the company.
In a separate filing on the same day, the board also said that it has reached a settlement with CDL Properties to reinstate the office in Republic Plaza.
In addition to resolving rental payments it owes, Kitchen Culture said it is seeking legal advice over a letter of demand it received from private investor Tan Gin Tat on Jul 17 over a S$1.5 million loan he provided to the company.
&ldquo The board&rsquo s priority has been to resolve outstanding legacy issues, including negotiating with creditors to resolve all long-overdue liabilities, engaging an external auditor to audit the FY2022 financial statements, working with the special auditor to complete the special audit, and strengthening the company&rsquo s internal controls,&rdquo read its filing.
The special audit has been completed, and the board will now engage with relevant professionals to address the issues and recommendations raised from the audit.
The board also said that it has identified a suitable external auditor and will be seeking shareholders&rsquo approval for the appointment.
It added that the company has been focused on fundraising and evaluating sustainable business opportunities to ensure its future success, and will be releasing a detailed business update as soon as possible.
Trading in the shares of Catalist-listed Kitchen Culture has been suspended since July 2021.
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Joelton
Supreme |
22-Jul-2023 12:46
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SGX RegCo to review Kitchen Culture&rsquo s potential listing-rule breaches
THE Singapore Exchange Regulation (SGX RegCo) is looking into potential listing-rule breaches by Kitchen Culture : 5TI 0%and will refer any infringements of the law to the relevant authorities.
This comes after an independent review of the embattled kitchen solutions provider flagged potential payroll irregularities, as well as uncovered unauthorised transactions by the company.
Deloitte was appointed to conduct the independent review in 2021 after SGX RegCo directed Kitchen Culture to appoint an independent special auditor to investigate the company&rsquo s use of fundraising proceeds, potential internal control lapses, suspected payroll irregularities and purported unauthorised transactions.
At the time, the company&rsquo s continuing sponsor, SAC Capital Private Limited, had received information which suggested there could potentially be concerns about unauthorised transactions within the company.
Such transactions may not be in the company&rsquo s ordinary course of business and may not be supported by proper agreements.
Kitchen Culture&rsquo s board had also lodged a police report in 2021 with the Commercial Affairs Department in relation to suspected payroll irregularities concerning two former employees involving a sum of around S$520,000.
On the potential payroll irregularities, Deloitte said in its report on Friday (Jul 21) that it was unable to independently verify whether the two former employees were meaningfully employed by Kitchen Culture during their period of employment.
Based on the evidence reviewed by Deloitte, it appeared that Kitchen Culture&rsquo s executive director and former chief executive Lim Wee Li had hired the two individuals for the purpose of securing employment passes in exchange for monetary benefits.
If found to be true, these actions would constitute as offences under the Employment of Foreign Manpower Act, said Deloitte.
Deloitte noted in its report that the employment and determination of compensation for the two employees &ldquo appear to lack justification&rdquo .
For instance, the monthly basic salary range and roles offered to the pair &ldquo do not appear commensurate with their years of relevant working experience when compared with other key management personnel under the group&rdquo . The duo&rsquo s monthly salaries also exceeded the internal benchmarks set for managerial roles within the company.
Deloitte also found that the hiring and termination processes for the two former employees departed from Kitchen Culture&rsquo s policy and practice.
The company&rsquo s human resources (HR) department had &ldquo failed to ensure conformity with company standards, criteria and practices required for the hiring process as stipulated in the HR manual&rdquo . Instead, the pair were hired under the instructions of Lim.
As for the unauthorised transaction, Deloitte uncovered a total of five agreements that Kitchen Culture&rsquo s former executive director Lincoln Teo Choon Han had executed on behalf of the company&rsquo s wholly-owned subsidiary KC Technologies without obtaining approval from the board.
Under the agreements, KC Technologies and Sino Allied HK Limited were jointly set up with a structured finance scheme for one year to support Amazon&rsquo s e-commerce merchants with their collective procurements.
KC Technologies was to fund 80 per cent, or US$480,000, of the total investment amount of US$600,000, and Sino Allied was to fund the remaining 20 per cent.
These financing moves are not in the group&rsquo s ordinary course of business, said Deloitte. The company has since terminated the financing business and recovered monies extended in relation to the unauthorised transaction and its corresponding interest pursuant to the agreements.
In relation to the above issues, Deloitte highlighted in its report potential listing-rule breaches relating to internal control lapses involving the company&rsquo s hiring processes and new investment proposals, as well as potential violations of directors&rsquo fiduciary duties under the Companies Act.
SGX RegCo said in a separate statement on Friday that the findings of the report &ldquo underscore the importance of establishing adequate and effective internal controls and risk management systems on a continuing basis&rdquo .
The regulator will follow up with Deloitte on the remaining phase of the special audit with a view to investigate the potential listing-rule breaches and refer the potential infringements to the relevant authorities.
Kitchen Culture said in a separate filing that it is in the process of reviewing the contents of the report to determine its next course of action.
Trading in the shares of Catalist-listed Kitchen Culture has been suspended since July 2021.
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Joelton
Supreme |
18-Jul-2023 09:51
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Kitchen Culture receives letter of demand, asked to repay S$1.5 million loan due to event of default
Private investor Tan Gin Tat had lent S$1 million and S$500,000 to Kitchen Culture under two separate loan agreements in August and December 2022.
EMBATTLED kitchen solutions provider Kitchen Culture on Monday (Jul 17) received a letter of demand from the lawyers of private investor Tan Gin Tat to repay a S$1.5 million loan.
This is due to an event of default relating to the change in the composition of its board of directors, for which Tan&rsquo s consent was not obtained.
In August 2022, Tan &ndash a personal contact of Kitchen Culture&rsquo s executive director Lim Wee Li &ndash entered into a redeemable loan agreement with the company, where he granted it a loan in the principal amount of S$1 million.
He then entered into a supplemental loan agreement with the company in December 2022, granting it a further principal amount of S$500,000. The group said the loans would be used to help meet its general working capital requirements.
Last month, Kitchen Culture announced that its current board of directors comprising Steven Lau, Lim Wee Li, William Teo, Ang Lian Kiat and Peter Lim &ndash with the exception of Hao DongTing &ndash would step down and be replaced by five new directors.
James Rogers, Yip Kean Mun, Lam Kwong Fai, Tan Meng Shern and Cheung Wai Man Raymond took over their positions. Hao was later redesignated non-executive chairperson of the board.
According to the letter of demand sent by Tan&rsquo s lawyers on Monday, the change in composition of the existing board of directors as at Nov 1, 2022 &ndash such as the removal of any existing director or addition of a new director &ndash without Tan&rsquo s prior written consent amounted to an event of default.
This is in accordance with the redeemable loan agreement and supplemental loan agreement Tan had previously entered into with Kitchen Culture.
Upon the occurrence of the event of default, Tan is demanding repayment of the loan lent and/or extended to the company, amounting to S$1.5 million in aggregate within 30 days from the date of the letter of demand. If the loan is not repaid by this time, he will commence legal proceedings against the company.
Kitchen Culture said it will be seeking legal advice in relation to the letter of demand.
In March, it received a letter of demand from CDL Properties&rsquo lawyer for allegedly owing S$250,970 in rent for four months.
Trading in the shares of Catalist-listed Kitchen Culture has been suspended since July 2021.
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Joelton
Supreme |
11-Jul-2023 16:34
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Kitchen Culture redesignates Hao Dongting as non-executive chairperson
KITCHEN Culture on Monday (Jul 10) said that it has redesignated its non-executive non-independent director Hao Dongting as the non-executive chairperson of the board.
The redesignation is due to the need for the chairperson to lead the company following the recent changes made to its board, which were announced on Jun 26, Kitchen Culture said in a bourse filing.
&ldquo The board, having reviewed and considered the qualifications, working experience and suitability of (Madam) Hao, is of the view that (Madam) Hao has the requisite experience and capability to assume the duties and responsibilities as non-executive chairperson of the company.&rdquo
The Catalist-listed company has been involved in a boardroom tussle with a group of shareholders &ndash including the largest shareholder Ooway Group, of which Hao is a director &ndash seeking to requisition an extraordinary general meeting (EGM) to remove five of the six directors.
In June, the company announced that its board of directors &ndash with the exception of Hao &ndash will step down and be replaced by five new directors whom dissenting shareholders tried to appoint at an EGM on Nov 25.
Following Hao&rsquo s redesignation, the board now comprises James Rogers, Yip Kean Mun, Lam Kwong Fai, Tan Meng Shern and Cheung Wai Man Raymond.
Yip has been appointed as executive director, while Lam, Tan and Cheung have been appointed as independent directors. Rogers has been appointed as non-executive non-independent director.
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Joelton
Supreme |
27-Jun-2023 11:17
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Kitchen Culture reaches agreement with dissenting shareholders to appoint new directors
KITCHEN Culture&rsquo s board of directors &ndash with the exception of Hao Dongting &ndash will step down and be replaced by five new directors whom dissenting shareholders tried to appoint at a Nov 25 extraordinary general meeting (EGM).
In a bourse filing on Monday (Jun 26), the group announced that its current board, composed of Steven Lau, Lim Wee Li, William Teo, Ang Lian Kiat and Peter Lim will step down.
James Rogers, Yip Kean Mun, Lam Kwong Fai, Tan Meng Shern and Cheung Wai Man Raymond will take their place.
As of Monday, Yip has been appointed as executive director, while Tan, Lam and Cheung have been appointed as independent directors. Rogers has been appointed as non-executive non-independent director.
In December 2022, the Singapore High Court dismissed an application by substantial shareholder Ooway Group &ndash of which Hao is a director &ndash to order the five current directors of the company to step down from office, or to restrain them from exercising their directorial powers.
Meanwhile, Asian Accounts Receivable Exchange &ndash which is a company wholly-owned by Liu Yanlong &ndash will also provide a loan facility of S$4 million to the company.
The loan, which is interest free and repayable in a year, will be used to discharge Kitchen Culture&rsquo s existing liabilities and for the general working capital of the company.
The company said that the move would put an end to the uncertainties and proposals for &ldquo certain&rdquo new directors to be appointed, and remove the need for the company to expend resources on a resolution to do so.
An EGM, which had been requisitioned on May 16, 2023, will no longer be called.
In addition, the incoming board will also complete the requirements under two notices of compliance which were issued by the Singapore Exchange (SGX) on Jul 14, 2021 and Aug 19, 2021.
These include the completion of a special audit report by Deloitte, as well as the appointment of a new auditor and the completion of the audit of financial statements.
Furthermore, the group will seek a time extension from SGX for the group&rsquo s unaudited financial statements for the first-quarter financial period ended Mar 31, 2023, as well as its second quarter and six-month financial period ended Jun 30, 2023.
The incoming board will also formulate general business directions after studying Kitchen Culture&rsquo s potential business strategies, with a goal of resuming trading.
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Joelton
Supreme |
13-Mar-2023 08:27
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Kitchen Culture breaches Catalist rule, fails to file financial statements by deadline
KITCHEN Culture has contravened listing rules when it failed to release its unaudited financial statements for FY2022 by Mar 1, following the Singapore Exchange&rsquo s (SGX) decline of its request for an extension till Mar 31.
A filing by the embattled Catalist-listed outfitter of kitchens last Friday (Mar 10) noted that SGX rejected its request last Thursday because there were no extenuating reasons for the postponement.
Kitchen Culture, embroiled in a boardroom tussle, is to take immediate action to announce the statements for FY2022 as soon as possible and to hold its annual general meeting by Apr 30.
Shares of Kitchen Culture have been suspended from trading since July 2021.
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Joelton
Supreme |
18-Jan-2023 09:54
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Kitchen Culture, ex-CEO drop legal proceedings, agree to settle
KITCHEN Culture : 5TI 0% and its former chief executive Lim Wee Li have discontinued their respective legal proceedings against each other after agreeing to a settlement.
In 2021, Lim and Kitchen Culture respectively filed a claim and counterclaim on the basis that the group had allegedly wrongfully terminated Lim as chief executive.
Both parties have filed notices of discontinuation on Jan 11, Kitchen Culture said in a bourse filing on Tuesday (Jan 17). With these notices, the group said it is no longer involved in any proceedings involving Lim&rsquo s suit.
This comes after the group said on Jan 10 that it entered into a legal settlement with Lim on Dec 28, following &ldquo without prejudice negotiations&rdquo between April 2022 and December 2022.
The board had taken into consideration the merits of Lim&rsquo s claims, the company&rsquo s present financial situation, the present status of litigation between both parties, and the costs incurred to date in connection with the case when arriving at its decision to settle.
In the same Jan 10 announcement, Kitchen Culture&rsquo s board said it was no longer involved in any legal proceedings in connection with subsidiary KHL Marketing Asia-Pacific&rsquo s action against Lim and two foreign nationals to recover S$520,000. The two foreign nationals withdrew their counterclaim against Kitchen Culture on Nov 9, 2022.
Meanwhile, the defamation suit started by Lim against two of the company&rsquo s independent directors, has also been discontinued.
The legal proceedings conclude at a time when Kitchen Culture faces intense boardroom drama as two parties fight to seek control of the company. The group&rsquo s largest shareholder, Ooway Group, is attempting to replace all members of the board, save for non-executive, non-independent director Hao Dongting, who is Ooway&rsquo s director.
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Joelton
Supreme |
07-Jan-2023 09:35
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Kitchen Culture dissenting shareholders mull over another EGM to replace directors
KITCHEN Culture : 5TI 0%&rsquo s dissenting shareholders have claimed they would be requesting a fresh extraordinary general meeting (EGM) to replace five directors, after their recent failed attempt at a court injunction.
In a regulatory filing after market close on Friday (Jan 6), the Catalist-listed outfitter of kitchens said it had on Wednesday received a letter from Ooway and seven individual shareholders, informing it that these shareholders would be calling for a fresh EGM for the removal of five directors, and the appointment of new directors.
Kitchen Culture added that these shareholders had also informed in the letter they &ldquo will withdraw in due course&rdquo the legal proceedings to have the court declare the appointment of these five directors at the contentious Nov 25 meeting valid.
Kitchen Culture, however, is unclear whether the proceedings have been withdrawn. Nonetheless, it is asking them to reimburse the legal costs it has incurred for the proceedings, including the failed injunction application by Ooway.
Ooway claims the directors were elected at the Nov 25 EGM after shareholders representing about 40 per cent of Kitchen Culture&rsquo s shares approved their appointments. The company maintains that its current board of directors remains unchanged as it rejects the validity of the EGM.
Ooway Group became a substantial shareholder of Kitchen Culture in 2020, after it sold 30 per cent of its subsidiary Ooway Technology to Kitchen Culture in exchange for 90 million shares &ndash around 21.2 per cent &ndash of the latter.
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Joelton
Supreme |
27-Dec-2022 09:23
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Ooway&rsquo s court injunction requests fail: Kitchen Culture
THE Singapore High Court dismissed an application from a substantial shareholder to order five directors of Kitchen Culture to step down from office or to restrain them from exercising their directorial powers.
In a statement filed last Saturday (Dec 24), the Catalist-listed Kitchen Culture announced that the challenger Ooway Group had on Dec 23 failed to obtain an injunction to have Lau Kay Heng, Lim Wee Li, William Teo Choon Kow, Ang Lian Kiat and Peter Lim King Soon removed as directors.
Furthermore, the court declined to order that these five be restrained from exercising powers, authority and functions as directors. The court has also declined the application to order the firm to register five people in Ooway&rsquo s camp &ndash James Rogers, Yip Kean Mun, Lam Kwong Fai, Tan Meng Shern and Cheung Wai Man &ndash as directors.
Ooway Group became a substantial shareholder of Kitchen Culture in 2020, after it sold 30 per cent of its subsidiary Ooway Technology to Kitchen Culture in exchange for 90 million shares &ndash around 21.2 per cent &ndash of Kitchen Culture.
In September this year, Ooway Group, together with seven other shareholders, sought to convene an extraordinary general meeting (EGM) to boot out five directors from Kitchen Culture&rsquo s six-person board.
The EGM &ndash which was to take place on Nov 1 &ndash did not take place as the five directors cited legal advice that the meeting would be invalid. The directors also said there were no grounds to justify their resignation.
Ooway later submitted a second notice to Kitchen Culture for an EGM to be held on Nov 25. The five Kitchen Culture directors again said the EGM notice was invalid, noting that there was insufficient notice in writing &ldquo as required by the Companies Act and the constitution of the company&rdquo . They urged shareholders not to attend the EGM.
But the second EGM was held anyway, with Ooway and the other shareholders citing their own legal advice that the EGM &ldquo met all requirements&rdquo of the company&rsquo s constitution, the Companies Act and Catalist Rules.
The court hearing against Kitchen Culture will continue, and is related to Ooway&rsquo s request for declarations &ndash including that its five appointees had been validly elected at the EGM on Nov 25 and that Lau and the other four directors had been validly removed.
Shares of Kitchen Culture have been suspended from trading since July 2021.
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Joelton
Supreme |
21-Dec-2022 09:53
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Kitchen Culture &lsquo intends vehemently to resist&rsquo Ooway&rsquo s legal proceedings
OOWAY Group has commenced legal proceedings against Kitchen Culture to instate the validity of its Nov 25 extraordinary general meeting (EGM), along with resolutions passed at the said meeting.
In a bourse filing on Tuesday (Dec 20), Kitchen Culture said it was informed on Dec 16 that Ooway is applying to the Singapore High Court for declarations that five of the company&rsquo s current directors were validly removed from their posts with effect from Nov 25, and that Ooway&rsquo s five appointed directors were validly elected in their place.
Ooway also applied to the court for consequential directions regarding the lodgement of necessary documents with the Accounting and Corporate Regulatory Authority to give effect to these changes to Kitchen Culture&rsquo s board of directors.
As part of the proceedings, Ooway has further filed a summons for injunction against Kitchen Culture to &ldquo take the necessary steps&rdquo to elect its appointed directors with effect from Nov 25 &ndash while either removing Kitchen Culture&rsquo s five current directors with immediate effect or alternatively, restrain them from exercising any powers, authority, or functions as directors of the company.
The hearing for the summons has been fixed for 10 am on Dec 23.
Additionally, Ooway is applying for costs of the proceedings (including the summons) to be provided for along with &ldquo further or other relief as the court deems fit&rdquo .
Kitchen Culture said it is instructing lawyers to advise and act in relation to this matter, emphasising that it &ldquo intends vehemently to resist the proceedings&rdquo including the summons, as well as to present and submit its case to the court.
Meanwhile, the company said it will &ldquo carry on its business and affairs normally&rdquo .
Current Kitchen Culture directors which Ooway is seeking to remove from the company&rsquo s board are: executive director Lim Wee Li, non-executive and non-independent chairman Lau Kay Heng, and three independent directors &ndash Ang Lian Kiat, William Teo and Peter Lim.
In their place, Ooway is looking to appoint: James Rogers as non-executive director Yip Kean Mun as executive director as well as Lam Kwong Fai, Tan Meng Shern and Cheung Wai Man as independent directors of the company.
Ooway claims these directors were elected at the Nov 25 EGM after shareholders representing about 40 per cent of Kitchen Culture&rsquo s shares approved their appointments. On the other hand, Kitchen Culture maintains its current board of directors remains unchanged as it denies the validity of the Nov 25 EGM.
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HardWorker4L
Member |
20-Dec-2022 22:17
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Dear Shareholders, LETTER TO THE KCH SHAREHOLDERS
Inception of the OOWAY Group in the Company
23 November 2022 Group (with its AREX platform) was believed to be the &ldquo white knight&rdquo that would transform the business and propel the future of the Company to great heights.
AREX now defunct?
Further concerns over the OOWAY Group&rsquo s actions
- The OOWAY Group would prefer to have the share swap of the Company and OOWAY Technology shares reversed if possible (this would result in an exit of the OOWAY Group from the Company!).
Reconstitution of the Board
Board (save for Mdm Hao, its own representative) and are going about their efforts in such an antagonistic manner. 35. 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, in particular regarding AREX and bMARS. The Board will consider these matters carefully, and will do the necessary in the coming days to safeguard the interests of the Company and the general body of shareholders as a whole. Yours faithfully William Teo Choon Kow Lead Independent Director Appendix: Discussion of the 2 significant ventures proposed by the OOWAY Group As discussed in my letter, the following is a brief discussion of the only 2 significant ventures proposed by the OOWAY Group so far. Both ventures were tainted with irregularities.
OOWAY Group through Lincoln had offered to purchase the remainder of the masks from the Company, but this was not done. The effective usability period of the masks will expire in January 2023. |
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Joelton
Supreme |
09-Dec-2022 10:17
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Kitchen Culture sponsor says sharing legal opinion not advised, unable to assess EGM validity
KITCHEN Culture&rsquo s continuing sponsor SAC Capital says that despite its requests for the company to publish the legal opinion of its counsels, the company was advised against doing so in order to &ldquo protect (Kitchen Culture&rsquo s) legal position&rdquo .
This was in response to a Dec 7 article published in The Business Times, where correspondent Raphael Lim suggested that Kitchen Culture should be directed by either its sponsor or the regulator to share full legal opinion received as supporting evidence in the ongoing dispute between Kitchen Culture and its requisitioners.
The company and its largest shareholder Ooway Group have expressed conflicting views on the validity of an extraordinary general meeting (EGM) which the latter claims to have taken place on Nov 25.
While Ooway maintains that resolutions to replace five of Kitchen Culture&rsquo s six directors were passed at the Nov 25 EGM, Kitchen Culture has denied the meeting&rsquo s validity while reaffirming the status of its present board. It also asked the requisitioners to put the matter before the Singapore court.
In his Dec 7 article, Lim floated the possibility of Kitchen Culture&rsquo s sponsor or the regulator publicly engaging with both parties to inform them to take the matter to court.
&ldquo Although the validity of the EGM is a legal matter, we have taken additional steps to consider the matter and to determine the credibility of the assertions from the current board and the requisitioners. However, due to insufficient information, we were unable to proceed with our assessment on the matter and take appropriate actions,&rdquo wrote SAC Capital in response.
&ldquo We would like to highlight that the public arena is not the appropriate forum for us to engage parties on matters pertaining to company affairs and for parties to further their assertions.&rdquo
SAC Capital also said it cannot, and is not, the appropriate party to provide information to minority shareholders as it is &ldquo subject to fiduciary and confidentiality obligations, among others&rdquo .
It added that the company has received e-mail correspondence from Kitchen Culture&rsquo s non-executive, non-independent director Hao Dongting stating that she &ldquo reserves her rights to make formal complaints to the Monetary Authority of Singapore&rdquo .
In an earlier statement released by Kitchen Culture : 5TI 0% this week, the company said it filed corrective notices against Hao&rsquo s alleged attempt to change records of the company&rsquo s secretary, office bearers, and the company address as registered with the Accounting and Corporate Regulatory Authority.
The company described Hao as &ldquo intricately linked&rdquo to Ooway, which she is also a director of.
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moonsun
Veteran |
07-Dec-2022 11:17
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Disgraceful? bad taste |
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Joelton
Supreme |
07-Dec-2022 09:40
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The mess at Kitchen Culture leaves minority shareholders with a bad taste
THE right to convene an extraordinary general meeting (EGM) is in place to give minority shareholders a chance at shaping the course of a company they own.
At Catalist-listed Kitchen Culture, however, even getting to the starting point of agreeing upon an EGM has become a stretch.
In the latest boardroom drama to hit the Singapore Exchange (SGX), shareholders of the outfitter of kitchens are being subjected to a bizarre parade of exchanges by two parties seeking control of the company.
The clear losers here are minority shareholders &ndash including one who wrote to The Business Times &ndash as they struggle to determine how much weight they can place on statements from either camp.
In such a situation, an independent party such as the sponsor could play a bigger role to ensure shareholders get adequate information on whether the company&rsquo s affairs are conducted in a way that meets regulatory and corporate governance standards.
Disagreements
Ooway Group became a substantial shareholder of Kitchen Culture in 2020, after it sold 30 per cent of its subsidiary Ooway Technology to Kitchen Culture in exchange for 90 million shares &ndash around 21.2 per cent &ndash of Kitchen Culture.
On Sep 30 this year, Ooway Group, together with seven other shareholders, sought to convene an EGM to boot out five directors from Kitchen Culture&rsquo s six-person board.
The five are independent directors Ang Lian Kiat, William Teo and Peter Lim, executive director Lim Wee Li, and Lau Kay Heng.
Lau was at the time vice-chairman of Kitchen Culture, but was redesignated as chairman last month.
Lau replaced Hao Dongting, who was redesignated as a non-executive director. Hao is also a director of Ooway, and is the only director the requisitioners are not trying to remove.
Ooway and the shareholders acting in concert with it said they were &ldquo highly concerned&rdquo about developments at the company and believed new directors would bring fresh perspectives and rejuvenate the board.
Kitchen Culture shares have been suspended since July 2021, and concerns involving unauthorised transactions and payroll irregularities have been raised.
The EGM &ndash which was to take place on Nov 1 &ndash did not proceed, as the five directors cited legal advice that the EGM would be invalid. The directors also said there are no grounds to justify their resignation.
Ooway later submitted a second notice to Kitchen Culture for an EGM to be held on Nov 25.
The five Kitchen Culture directors again said the EGM notice was invalid, noting that there was insufficient notice in writing &ldquo as required by the Companies Act and the constitution of the company&rdquo . They urged shareholders not to attend the EGM.
This second EGM was held anyway, with Ooway and the other shareholders citing their own legal advice that the EGM &ldquo met all requirements&rdquo of the company&rsquo s constitution, the Companies Act and Catalist Rules.
EGM or not?
Now, both sides are trying to enforce their claims. But they are raising all manner of questions in the process.
Ooway and its concert parties said in a statement that the EGM saw participation from &ldquo over 173.6 million shares held by shareholders&rdquo &ndash around 40 per cent of Kitchen Culture&rsquo s float &ndash and that all resolutions were passed with 100 per cent of votes in favour.
The shareholders also claim the EGM was overseen &ldquo by an authorised polling agent and scrutineer&rdquo , although it did not name the agent and/or scrutineer.
The five directors ousted, however, say the requisitioners&rsquo lawyers never sent documentation on executed proxy forms, lists of attendees, who chaired the meeting, and the breakdown of votes at the meeting.
They have therefore asked the requisitioners to put the matter before the Singapore Court.
Moving forward
With both parties having their own interests to protect, it may be difficult for shareholders to know whose statements to trust. This makes it important for an independent party to step in, and ensure affairs are conducted in accordance with accepted procedures.
The best way forward now is probably for the courts to decide on the validity of the EGM.
But could independent parties such as the sponsor have done more at an earlier stage to help shareholders avoid this farcical situation?
During EGMs requisitioned by shareholders, compliance guidelines require sponsors to ensure there is adequate information for shareholders to make an informed decision.
In cases where new directors are being proposed, shareholders should be provided with the proposed directors&rsquo qualifications, experience, and conflicts of interest.
A prerequisite to this, arguably, is ensuring shareholders have sufficient information to decide whether an EGM is valid.
If the Nov 25 EGM was indeed valid, shareholders who did not attend based on the directors&rsquo SGX filings may have been disenfranchised.
The sponsor, SAC Capital, indicated it had reviewed the SGX announcements from Kitchen Culture, but did not comment on the transaction.
Certainly, it is not the sponsor or the regulator&rsquo s job to arbitrate between disagreeing parties or take sides. But either sponsor or regulator could have directed the company to share the full legal opinion received as supporting evidence, and/or procured another independent legal opinion for shareholders to consider.
If the sponsor or regulator has determined that the validity of the EGM is a legal matter for the courts to decide, they could also publicly engage with both parties to inform them to take this step forward.
An independent party providing information in disputes is helpful to minorities who do not know whom to trust.
In such confusing situations, minority shareholders are, unfortunately, the losers.
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Joelton
Supreme |
06-Dec-2022 08:56
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Kitchen Culture director allegedly tampers with company&rsquo s Acra records
SINGAPORE - Kitchen Culture said it has filed corrective notices against a dissenting director&rsquo s attempt to change records of the company&rsquo s secretary, office bearers, and the company address as registered with the Accounting and Corporate Regulatory Authority (Acra).
Described by Kitchen Culture to be &ldquo intricately linked&rdquo to requisitioning shareholder Ooway Group, the company&rsquo s non-executive, non-independent director Hao Dongting is a substantial shareholder and director of Ooway. She was appointed to Kitchen Culture&rsquo s board as a non-executive director in April 2021 and redesignated as the company&rsquo s non-executive chairperson a month later.
Kitchen Culture in its latest filing noted that in recent days, Hao represented the requisitioners in their attempt to replace the company&rsquo s existing company secretary, Wee Woon Hong, with two other people by proceeding to file these changes online with Acra.
Hao also filed to change Kitchen Culture&rsquo s registered office address to the office of the two company secretaries it attempted to replace Wee with.
The company said it has since &ldquo taken swift action&rdquo to file corrective notices with Acra on Dec 2, with intentions to issue warnings to those involved in the incident, including the new company secretaries which Hao and the requisitioners had intended to elect.
&ldquo The filing of any such &lsquo changes&rsquo does not have any substantive effect on the legality &ndash or, for the matter, the invalidity &ndash of the removals, appointments, or change of registered office,&rdquo said Kitchen Culture in a press statement Monday (Dec 5).
It added that its board of directors &ndash save for Hao &ndash view these actions to be &ldquo 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&rdquo .
The company further claims one of the five appointed directors by the requisitioners &ldquo tried to claim his right to be a director on the basis of the filing with Acra, to give orders to staff of the company&rdquo .
&ldquo In the view of the directors (other than Hao), this is unbecoming conduct,&rdquo it stated.
Kitchen Culture reiterated that other than Hao, the &ldquo proper directors&rdquo of the company are, and remain to be, executive director Lim Wee Li, non-executive and non-independent chairman Lau Kay Heng, and three independent directors: Ang Lian Kiat, William Teo and Peter Lim.
It emphasised that the company&rsquo s registered office in Republic Plaza emains unchanged.
The company urged its shareholders and members not to pay attention to any Acra record showing otherwise, as such filings &ldquo arise from untrue and misleading &lsquo filings&rsquo performed by the &lsquo new company secretaries&rsquo at the behest of the &lsquo new board&rsquo said to be made up of Hao and the five purported appointees&rdquo .
To recap, Kitchen Culture&rsquo s largest shareholder Ooway claims it successfully held a Nov 25 extraordinary general meeting (EGM) where resolutions to appoint five new directors were passed to replace all members of Kitchen Culture&rsquo s existing board of directors, save for Hao.
The appointed directors by the requisitioners are: James Rogers as non-executive director Yip Kean Mun as executive director as well as Lam Kwong Fai, Tan Meng Shern and Cheung Wai Man as independent directors.
Kitchen Culture last week released a statement maintaining its view that such resolutions were invalid and requested the requisitioners to &ldquo put the matter before the Singapore court&rdquo .
The company has been suspended from trading since July 2021.
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Joelton
Supreme |
29-Nov-2022 09:30
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Kitchen Culture says current board unchanged invites legal action from requisitioners
KITCHEN Culture has released a statement pushing back against requisitioners&rsquo claims that resolutions to appoint five new directors were successfully passed at a Nov 25 extraordinary general meeting (EGM).
In press statement on Monday (Nov 28) afternoon, the company said it deemed the Nov 25 EGM &ndash and its resolutions passed - to be invalid. Its current board of directors will therefore remain unchanged.
Kitchen Culture further asked for the requisitioners to &ldquo put the matter before the Singapore court&rdquo . Save for non-executive, non-independent director Hao Dongting, its directors consider this the &ldquo most appropriate way to resolve any differences or contentions&rdquo .
&ldquo 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&rsquo s position.&rdquo
The company said its updated document supersedes the earlier press statement filed Monday morning, where it &ldquo sharply criticised&rdquo requisitioners for proceeding with the EGM despite the company&rsquo s announcements and correspondence with the requisitioners&rsquo lawyers on the matter. This was omitted in the latest filing.
The company continued to emphasise that all resolutions voted on at the EGM were defective as the meeting is in &ldquo non-compliance with the Companies Act 1967 and breached the company&rsquo s constitution&rdquo . It also reiterated that its board &ndash except for Hao &ndash believes there are no grounds to justify the resignations of its five current directors.
Directors currently on Kitchen Culture&rsquo s board comprise executive director Lim Wee Li, non-executive and non-independent chairman Lau Kay Heng, and three independent directors: Ang Lian Kiat, William Teo and Peter Lim. Lau and Lim were named as new directors on Jul 15 this year.
Led by Kitchen Culture&rsquo s largest shareholder Ooway Group, the group of requisitioning shareholders last Friday claimed that shareholders representing about 40 per cent of the company&rsquo s shares approved the appointment of five new directors in their place at the Nov 25 EGM.
The five new appointments are: James Rogers as non-executive director Yip Kean Mun as executive director and Lam Kwong Fai, Tan Meng Shern and Cheung Wai Man, who were appointed as independent directors of the company.
According to Kitchen Culture, these five new directors claimed to be elected would &ldquo in fact be ineligible to have been put up for election as the requisitioners had also failed, neglected or refused to submit important relevant documents on time, even assuming that it was a valid general meeting&rdquo .
It added that the appointment of its current directors, Teo and Ang, was supported by Ooway at the company&rsquo s Mar 18 annual general meeting held this year.
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Joelton
Supreme |
28-Nov-2022 11:15
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Kitchen Culture requisitioning shareholders claim successful EGM board denies validity
KITCHEN Culture&rsquo s requisitioning shareholders have claimed that shareholders representing about 40 per cent, or 173.6 million of the company&rsquo s shares, approved the appointment of five new directors at an extraordinary general meeting (EGM) held on Friday (Nov 25).
The new directors are James Rogers, appointed as non-executive director Yip Kean Mun, appointed as executive director and Lam Kwong Fai, Tan Meng Shern and Cheung Wai Man, who were appointed as independent directors of the company.
Kitchen Culture&rsquo s existing board, however, continues to deny the validity of the EGM and its resolutions.
In a statement released Friday night, the board maintained the five individuals elected would be ineligible for election as none of them submitted any duly signed consent to nomination as required by the company&rsquo s constitution.
The existing board of directors said they had invited the requisitioning shareholders to apply to the Singapore court to determine whether the call for the EGM was valid, or issue another set of &ldquo proper and compliant&rdquo notices for a fresh EGM.
The board&rsquo s statement came following a press release on Friday afternoon issued by the requisitioning shareholders, which include Kitchen Culture&rsquo s largest shareholder Ooway Group, saying motions to replace the five directors passed with 100 per cent support from eligible shareholders at the meeting.
The requisitioning shareholders had first tried to remove Kitchen Culture&rsquo s directors in September this year. A first attempt at holding an EGM, also deemed invalid by Kitchen Culture&rsquo s board, had been unsuccessful.
Liu Yanlong, an Ooway representative, urged the existing board of directors to cooperate with the transition, adding that legal action would be taken &ldquo to compel such compliance where necessary&rdquo .
In the statement, the requisitioning shareholders said Kitchen Culture&rsquo s new directors would be tasked with &ldquo 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&rdquo .
Yip, the new executive director of Kitchen Culture, said on behalf of the new directors that to be more transparent, they intend to adopt a policy of frequent engagement and communication with all shareholders.
Ooway Group and seven individuals collectively own 21.7 per cent of Kitchen Culture, which provides luxury kitchen fittings.
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Joelton
Supreme |
26-Nov-2022 09:22
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Kitchen Culture&rsquo s motion to appoint five new directors passes with full support at EGM
SHAREHOLDERS of Kitchen Culture approved the appointment of five new directors at an extraordinary general meeting (EGM) held on Friday (Nov 25) with full support and none opposing the motion, said major shareholders of the company.
The meeting was requisitioned by a group of Kitchen Culture shareholders, including Ooway Group, who first requested to remove the incumbent directors in September this year.
The five new directors of Kitchen Culture are: James Rogers, appointed as non-executive director Yip Kean Mun, appointed as executive director Lam Kwong Fai, Tan Meng Shern and Cheung Wai Man, who were appointed as independent directors of the company.
The motion to replace the five directors passed with 100 per cent support from eligible shareholders at the meeting with no opposing votes against the resolutions, said the shareholders who convened the meeting.
Liu Yanlong, a representative of Ooway Group said: &ldquo 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.&rdquo
Liu also urged the previous of board of directors to cooperate with the transition, adding that he will not hesitate to take legal action &ldquo to compel such compliance where necessary&rdquo .
His comments after months of conflict between major shareholders &mdash including Ooway Group &mdash and the board of directors of Kitchen Culture over the motion to remove and replace the five incumbent directors of the company.
Following the appointment, Kitchen Culture&rsquo s new directors have been tasked with &ldquo 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&rdquo , wrote the group of major shareholders in a press statement.
Yip, the new executive director of Kitchen Culture said on behalf of the new directors that to be more transparent, they intend to adopt a policy of frequent engagement and communication with all shareholders.
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