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

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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.

Metadata
Provider: 
ACN NewswireACN Newswire
Retrieved on: 
Friday, November 25, 2022
Information
Tags: 
Ngin, COVID-19, Communication, Annual, Earliest deadline first scheduling, Corporation, Relevant, Trust, Policy, Meeting, Extraordinary general meeting, EGM, 5-1-1, Companies Act, Treasury, New Board, Massachusetts business trust, Resolution, Companies Act 2006, Shareholder, Mass meeting, Holding company, Audit, Management, Security (finance)
Geotags: 
SINGAPORE
Stock Symbol: 
KCH.SI
KCHL.SI
5TI.SI
Summary
Key Points: 
  • 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.
  • We value the trust and confidence you have placed in us, and we will do everything possible to meet and exceed your expectations.
  • 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.


- 5 new Board Directors were appointed to replace 5 incumbent Board Directors of Kitchen Culture Ltd
- Over 173.6 million shares held by shareholders were cast at the EGM, and all resolutions passed with 100% of eligible votes cast at the EGM
- EGM was held electronically[1], and voting was overseen by an authorized polling agent and scrutineer who verified the results
- EGM as requisitioned by Shareholders met all requirements of the Company's Constitution, the Companies Act 1967[2], and SGX-ST Catalist rules; conducted in a fair, legal and proper manner

SINGAPORE, Nov 25, 2022 - (ACN Newswire) - 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: [email protected]

Annex A: New Board of Directors

- Appointed at EGM on 25 November 2022
1. 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; and
5. Mr Cheung Wai Man appointed as an Independent Director of the Company.

- Appointed at last annual general meeting on 18 March 2022
6. 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 2022
1. Mr. Lau Kay Heng
2. Mr. Lim Wee Li
3. Mr. William Teo Choon Kow
4. Mr. Ang Lian Kiat and
5. Mr. Peter Lim King Soon

Kitchen Culture Holdings Ltd. [SGX: 5TI] [BBG: KCH:SP] [RIC: KCHL.SI] https://kcholdings.com.sg

Source: Relevant Shareholders of Kitchen Culture Ltd.

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