KITCHEN Culture’s board of directors – with the exception of Hao Dongting – 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 – of which Hao is a director – 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 – which is a company wholly-owned by Liu Yanlong – will also provide a loan facility of S$4 million to the company.

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The loan, which is interest free and repayable in a year, will be used to discharge Kitchen Culture’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 “certain” 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’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’s potential business strategies, with a goal of resuming trading.

Shares of Kitchen Culture have been suspended from trading since July 2021.