Ooway’s court injunction requests fail: Kitchen Culture
THE Singapore High Court dismissed an application from a substantial shareholder to order five directors of Kitchen Culture to step down from office or to restrain them from exercising their directorial powers.
In a statement filed last Saturday (Dec 24), the Catalist-listed Kitchen Culture announced that the challenger Ooway Group had on Dec 23 failed to obtain an injunction to have Lau Kay Heng, Lim Wee Li, William Teo Choon Kow, Ang Lian Kiat and Peter Lim King Soon removed as directors.
Furthermore, the court declined to order that these five be restrained from exercising powers, authority and functions as directors. The court has also declined the application to order the firm to register five people in Ooway’s camp – James Rogers, Yip Kean Mun, Lam Kwong Fai, Tan Meng Shern and Cheung Wai Man – as directors.
Ooway Group became a substantial shareholder of Kitchen Culture in 2020, after it sold 30 per cent of its subsidiary Ooway Technology to Kitchen Culture in exchange for 90 million shares – around 21.2 per cent – of Kitchen Culture.
In September this year, Ooway Group, together with seven other shareholders, sought to convene an extraordinary general meeting (EGM) to boot out five directors from Kitchen Culture’s six-person board.
The EGM – which was to take place on Nov 1 – did not take place as the five directors cited legal advice that the meeting would be invalid. The directors also said there were no grounds to justify their resignation.
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Ooway later submitted a second notice to Kitchen Culture for an EGM to be held on Nov 25. The five Kitchen Culture directors again said the EGM notice was invalid, noting that there was insufficient notice in writing “as required by the Companies Act and the constitution of the company”. They urged shareholders not to attend the EGM.
But the second EGM was held anyway, with Ooway and the other shareholders citing their own legal advice that the EGM “met all requirements” of the company’s constitution, the Companies Act and Catalist Rules.
The court hearing against Kitchen Culture will continue, and is related to Ooway’s request for declarations – including that its five appointees had been validly elected at the EGM on Nov 25 and that Lau and the other four directors had been validly removed.
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Shares of Kitchen Culture have been suspended from trading since July 2021.
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