Kitchen Culture says current board unchanged; invites legal action from requisitioners
Michelle Zhu
KITCHEN Culture has released a statement pushing back against requisitioners’ claims that resolutions to appoint five new directors were successfully passed at a Nov 25 extraordinary general meeting (EGM).
In press statement on Monday (Nov 28) afternoon, the company said it deemed the Nov 25 EGM – and its resolutions passed - to be invalid. Its current board of directors will therefore remain unchanged.
Kitchen Culture further asked for the requisitioners to “put the matter before the Singapore court”. Save for non-executive, non-independent director Hao Dongting, its directors consider this the “most appropriate way to resolve any differences or contentions”.
“The company, through its lawyers, has written again to lawyers of the requisitioners to invite them to apply to the court to determine whatever issues from which they differ, with respect to the company’s position.”
The company said its updated document supersedes the earlier press statement filed Monday morning, where it “sharply criticised” requisitioners for proceeding with the EGM despite the company’s announcements and correspondence with the requisitioners’ lawyers on the matter. This was omitted in the latest filing.
The company continued to emphasise that all resolutions voted on at the EGM were defective as the meeting is in “non-compliance with the Companies Act 1967 and breached the company’s constitution”. It also reiterated that its board – except for Hao – believes there are no grounds to justify the resignations of its five current directors.
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Directors currently on Kitchen Culture’s board comprise executive director Lim Wee Li, non-executive and non-independent chairman Lau Kay Heng, and three independent directors: Ang Lian Kiat, William Teo and Peter Lim. Lau and Lim were named as new directors on Jul 15 this year.
Led by Kitchen Culture’s largest shareholder Ooway Group, the group of requisitioning shareholders last Friday claimed that shareholders representing about 40 per cent of the company’s shares approved the appointment of five new directors in their place at the Nov 25 EGM.
The five new appointments are: James Rogers as non-executive director; Yip Kean Mun as executive director; and Lam Kwong Fai, Tan Meng Shern and Cheung Wai Man, who were appointed as independent directors of the company.
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According to Kitchen Culture, these five new directors claimed to be elected would “in fact be ineligible to have been put up for election as the requisitioners had also failed, neglected or refused to submit important relevant documents on time, even assuming that it was a valid general meeting”.
It added that the appointment of its current directors, Teo and Ang, was supported by Ooway at the company’s Mar 18 annual general meeting held this year.
Shares of Kitchen Culture have been suspended from trading since July 2021.
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