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https://www.asiaone.com/business/lead-id-kitchen-culture-writes-shareholders-expressing-concerns-about-major-shareholder 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. 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. 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. My god, another crypto scam.

 

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

SINGAPORE, Nov 18, 2022  -  (ACN Newswire)  -  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:  [email protected] https://www.acnnewswire.com/press-release/english/79307/kitchen-culture' s-extraordinary-general-meeting-(egm)-to-be-held-on-25-november-2022,-9.00-a.m.

 

 

Ch yang, your posts only here and all on ooway, you lincoln or one of his iiwise dog also no need so obvious, never work no wonder kena fired lol

 

 

TechnoKing - bro i think you got some facts salah. i was reading the announcements from KC in 2020/21 and from the timing of investments, looks like the $19m was brought in by Ooway. Ooway' s MOU with KC was announced in April 2020. At that time, accoreding to the coy' s half year results of FY2020 (released 3 Mar 2020), net current liabilities was already negative ($5.6m). If company already in this kind of position who will invest unless there is new biz coming in?

Bro you are a fan/friend of LWL? 

TechnoKing1980      ( Date: 25-Oct-2022 17:56) Posted: 19m was raised by company way back before ooway came into the picture, ooway didnt come out with a single cent, even their so called loan ended up not coming in. Huge portion of companys 19m was spent by ooway, Lincoln your friend ah, you all on first name basis? How to address his hiring of his own associates at super high salaries?

 

 

 

19m was raised by company way back before ooway came into the picture, ooway didnt come out with a single cent, even their so called loan ended up not coming in. Huge portion of companys 19m was spent by ooway, Lincoln your friend ah, you all on first name basis? How to address his hiring of his own associates at super high salaries?

 

The $19million from Ooway when they first came in, where did it all go?  That was way before Lincoln came into management. You said there was a few milion left, when Lincoln came in, so what happened to all the rest of the money? Where did it all go? wah say the Board must tell all of us. This one cannot just let bygones be bygones man.  don' t play play sia.

I hope shareholders can get full picture of what happened.  And i hope our shares can resume trading soon.

TechnoKing1980      ( Date: 25-Oct-2022 11:37) Posted: Bro only than spending millions of company money (not ooway money ah!), what has ooway done? I also initially believed they could have been some big china firm, end up they did absolutely nothing for the company

 

Bro only than spending millions of company money (not ooway money ah!), what has ooway done? I also initially believed they could have been some big china firm, end up they did absolutely nothing for the company

 

But how to explain the Baker Tilly report that said many transactions are not matched? All those are happening when LWL was CEO. Wah if true, means something happening in the coy before Ooway came in leh. Hope the special audit will come out and show where money all went to.

TechnoKing1980      ( Date: 24-Oct-2022 14:36) Posted: Based on company financial statement company had 5 to 6M nett cash position when Ooway took over, now in one year all gone plus owe 1m in debts, their ooway tech also recording big losses, who knows what kind of valuation it is worth now, even alibaba drop to all time low, dont need mention ooway tech who nobody even heard of before. Sure jialat jialat. Just need open eyes bro, have you even heard of AREX or seen any AREX transactions or not??? My company main biz in China we never even heard of Arex before.

 

Based on company financial statement company had 5 to 6M nett cash position when Ooway took over, now in one year all gone plus owe 1m in debts, their ooway tech also recording big losses, who knows what kind of valuation it is worth now, even alibaba drop to all time low, dont need mention ooway tech who nobody even heard of before. Sure jialat jialat. Just need open eyes bro, have you even heard of AREX or seen any AREX transactions or not??? My company main biz in China we never even heard of Arex before.

 

Bro they were in charge 1 year plus, then why hire so many of their own people and claim to have big businesses to put in? End up this Lincoln Teo also gone, lucky his people getting 600k a year also gone, bro from net cash position when they took over to almost 1M in debt when his tenure end, crazy stuff bro

chdyang      ( Date: 21-Oct-2022 19:16) Posted: i was just thinking. Ooway people also not dumb lah. If company already in bad shape or have problems, they sure wont inject new biz right? else all kana sai in the end?  TechnoKing1980      ( Date: 15-Oct-2022 22:44) Posted: Wow so just keep promising to inject business and keep promising to bring in money, as expected some Chinese only good at blowing and bragging, no real substance. Show us the real business if you have. Alibaba and Tencent all got real and huge businesses, what has ooway done in the last year in charge of the company?

 

https://www.businesstimes.com.sg/companies-markets/kitchen-culture-shareholders-fail-to-confirm-whether-egm-notices-have-been-sent

A representative of these eight shareholders told The Business Times that they had sent another email to Kitchen Culture late on Friday, stating the company&rsquo s true intentions in releasing the latest filing has been revealed, and that &ldquo is to frustrate and obstruct the Nov 1 EGM and to stifle our statutory rights under section 177 of the Companies Act&rdquo .

The email also stated that Kitchen Culture&rsquo s claim that the shareholders had not sent out the EGM notice and proxy form to shareholders by post or other proper means is &ldquo completely and blatantly false&rdquo as the Covid-19 order, joint guidance from the Singapore Exchange, the Monetary Authority of Singapore and the Accounting and Corporate Regulatory Authority, as well as the checklist for general meetings stated the EGM notices are not to be sent by post.

&ldquo The &ldquo proper means&rdquo of publishing a notice of EGM is by way of an advertisement in an English daily newspaper, which we have done on Oct 16,&rdquo read the email.

It also stated that this falsehood would have the likely effect of confusing shareholders during the EGM, and the five directors will be able to avoid being removed.

 

i was just thinking. Ooway people also not dumb lah. If company already in bad shape or have problems, they sure wont inject new biz right? else all kana sai in the end? 

TechnoKing1980      ( Date: 15-Oct-2022 22:44) Posted: Wow so just keep promising to inject business and keep promising to bring in money, as expected some Chinese only good at blowing and bragging, no real substance. Show us the real business if you have. Alibaba and Tencent all got real and huge businesses, what has ooway done in the last year in charge of the company?

 

Actually the 5 directors should resign. especially Lim Wee Li. Did you guys also read the report that the company posted from the Baker Tilly report on SGXNet? I was reading and it says coy got many issues and transactions are unmatched. sounds like people spending money that now cannot be reconciled. So scary... That happened before even Ooway came along. Think the company should start with a clean slate. What do you guys think? 

Joelton      ( Date: 15-Oct-2022 20:37) Posted: Kitchen Culture rejects requisition to remove five directors   KITCHEN Culture Holdings&rsquo board of directors, with the exception of Hao Dongting, rejected a request from a group of shareholders to voluntarily resign on Friday (Oct 14).   In the company&rsquo s bourse filing, the board, excluding Hao, said that there are no grounds to justify the resignations.    This comes after the company&rsquo s largest shareholder, Ooway Group, and seven individuals who own an aggregate of 21.7 per cent of the company&rsquo s shares had requested that five directors resign.    The five directors are Lau Kay Heng, Lim Wee Li, William Teo Choon How, Ang Lian Kiat and Peter Lim King Soon.   On Jul 17 this year, Lau was named vice-chairman and non-executive director, while Peter Lim was named independent director after Ooway representative and former interim chief executive of Kitchen Culture Lincoln Teo ceased to be executive director.    Kitchen Culture also noted that Ooway had supported the re-appointments of Teo and Ang at the company&rsquo s annual general meeting held on Mar 18 this year.   &ldquo The circumstances suggest that Ooway may have its own reasons for calling for the replacement of the five directors, which are unknown to the board, with the exception of Mdm Hao,&rdquo the company said.   The board stated that it has received a notice of extraordinary general meeting (EGM) and proxy form from the requisitioning shareholders on Oct 14. The EGM will be held on Nov 1, 2022 at 9am at Toucan Room Level 4, Grand Copthorne Waterfront Hotel.   A further announcement will be made regarding the EGM, the company said.

 

Ooway says no conditions tied to S$1.5m interest-free loan offered to Kitchen Culture

 

Wow so just keep promising to inject business and keep promising to bring in money, as expected some Chinese only good at blowing and bragging, no real substance. Show us the real business if you have. Alibaba and Tencent all got real and huge businesses, what has ooway done in the last year in charge of the company?

 

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 re-
appointments 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.