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 date
The 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 B
Issued by Relevant Shareholders of Kitchen Culture Ltd.
Media and Investors Contact:
Email: query@oowayasia.com
Annex 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 Heng
b. Mr. Lim Wee Li
c. Mr. William Teo Choon Kow
d. Mr. Ang Lian Kiat and
e. Mr. Peter Lim King Soon
2. 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=sharing
Link 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
