SINGAPORE - Kitchen Culture has released a statement chiding requisitioners for holding a Nov 25 extraordinary general meeting (EGM) where resolutions to appoint five new directors were reportedly passed.
The company on Monday reiterated that its board – except for its non-executive, non-independent director Hao Dongting – believes there are no grounds to justify the resignations of its five current directors.
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: Mr Ang Lian Kiat, Mr William Teo and Mr Peter Lim. Mr Lau and Mr Peter Lim were named as new directors on July 15, 2022.
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 Mr James Rogers as non-executive director; Mr Yip Kean Mun as executive director; and Mr Lam Kwong Fai, Mr Tan Meng Shern and Mr Cheung Wai Man as independent directors.
Responding to the news, Kitchen Culture in its latest statement said it “sharply criticised” the requisitioners for proceeding with the EGM despite the company’s announcements and correspondence with their lawyers on the matter.
It emphasised that all resolutions voted on at the EGM were defective as the meeting was in “non-compliance with the Companies Act 1967 and breached the company’s Constitution”.
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 in the first place that it was a valid general meeting”.
“The requisitioners have ignored these announcements and correspondence to their lawyers and have chosen to proceed, and then announce the outcome or results of the purported EGM to the media without informing the company,” Kitchen Culture said.
It added that the appointment of its current directors, Mr Teo and Mr Ang, was supported by Ooway at the company’s annual general meeting held on March 18, 2022.
Shares of Kitchen Culture have been suspended from trading since July 2021. THE BUSINESS TIMES
