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.
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