SINGAPORE, Nov 3, 2022 – (ACN Newswire) – Relevant Shareholders[1] of Kitchen Culture Holdings Ltd. today announced that the new Extraordinary General Meeting of the Company (EGM) will be convened on 25th November 2022 at 9am. The Live EGM Webcast and the Live EGM Audio Feed has been arranged in place of a physical EGM.

The Relevant Shareholders have informed the Company's Board on 2nd November 2022 in a letter of the same date of their intention to convene an EGM pursuant to Section 177 of the Companies Act[2]. The full notice of the EGM has been published on The Business Times on 3rd November 2022. The EGM seeks to remove 5 of Kitchen Culture's current Board of Directors and to appoint 5 new members to the Board. (See Annex A for details)

Shareholders who have pre-registered will be able to watch or listen to the EGM proceedings through the Live EGM Webcast or the Live EGM Audio Feed via mobile phone, tablet, computer or any such electronic device.

Details of the steps for pre-registration for the Live EGM Webcast or Live EGM Audio Feed, submission of substantial and relevant comments, queries and/or questions in advance of the EGM or through real-time electronic communication during the EGM, and voting live at the EGM by members themselves via real-time remote electronic voting or voting by appointing of a proxy(ies) or the Chairman of the EGM as proxy are set out in the Notice of EGM which has been published on The Business Times on 3rd November 2022.

All Shareholders including those who have bought shares using SRS monies must pre-register online at https://registration.ryt-poll.com/home/index/kchl-egm by 9.00 a.m. on Tuesday, 22nd November 2022 (being not less than 72 hours before the time appointed for holding the EGM) to enable verification of their status.

Following the verification and upon the closure of pre-registration, authenticated shareholders will receive email instructions to access the Live EGM Webcast and the Live EGM Audio Feed of the EGM proceedings by 9.00 a.m. on 24 November 2022 (being 24 hours before the time appointed for the holding of the EGM). The email instructions will contain the user ID, password details, and URL link to access the Live EGM Webcast and the Live EGM Audio Feed.

Reasons for changing to a new EGM date

The Relevant Shareholders of Kitchen Culture wish to highlight that the Company had previously refused to publish a Notice of EGM on SGXNet and on the Company's website, contrary to Catalist Rule 704(14) of the SGX Listing Manual ("Rule"). Under the Rule, the Company is required to immediately announce the details of any general meeting, such as publishing a copy of the Notice of the EGM on SGXNet and the Company's website regardless of any advice sought or action to be taken.

The failure to do so is a breach of the Rule and unfairly disenfranchises shareholders who wish to attend and exercise their vote at a general meeting.

The Relevant Shareholders[3] said,

By requisitioning for a new EGM date, we want to ensure that this time round, all shareholders of Kitchen Culture are given the opportunity to attend and vote at the EGM on 25th November 2022 (9:00am). Alternatively, those who are unable to attend the EGM can vote by proxy by 23rd November 2022 (9:00am).

As shareholders, they should have the right to decide who they wish to appoint to act in their interests as the directors of the Company.

We would like to thank all shareholders of Kitchen Culture who have supported our efforts thus far in the proposed appointment of our new board of directors, whom if elected, will make a significant difference in providing strong leadership and strategic direction to take the Company forward."

"We also wish to inform all shareholders that the requisitioning of the previous EGM, was in compliance with all relevant statutes/rules, but we decided to take the difficult (but correct) decision to postpone the EGM date to ensure that all shareholders can make informed decision and vote accordingly."

We have sought legal advice to review Article 71 of the Company's Articles of Association and was advised to reschedule the EGM, giving 21 days' notice to pre-empt any possible dispute on the length of the notice period."

[1] "Relevant Shareholders" refer 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 who together hold more than 10% of Kitchen Culture's issued share capital.
[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] See Annex B

Issued by Relevant Shareholders of Kitchen Culture Ltd.

Media and Investors Contact:
Email: query@oowayasia.com

Annex A: Extract of Agenda for EGM:

At the upcoming EGM, the 2 main agenda items among others to be raised are:
1. Removal of the following 5 Directors on the existing Board:
a. Mr. Lau Kay Heng
b. Mr. Lim Wee Li
c. Mr. William Teo Choon Kow
d. Mr. Ang Lian Kiat and
e. Mr. Peter Lim King Soon

2. Appointment of the following individuals to the Board:
a. Mr James Beeland Rogers, Jr. to be appointed as a Non-Executive Director of the Company;
b. Mr Yip Kean Mun to be appointed as an Executive Director of the Company;
c. Mr Lam Kwong Fai to be appointed as an Independent Director of the Company;
d. Mr Tan Meng Shern to be appointed as an Independent Director of the Company; and
e. Mr Cheung Wai Man to be appointed as an Independent Director of the Company.

This Notice of EGM has been advertised on 3rd November 2022, one English Language daily newspaper circulating in Singapore, namely The Business Times, pursuant to Article 71 of the Company's Constitution.

Printed copies of this Notice of EGM and Proxy Form will NOT be sent to members. Instead, these documents ought to be made available by the Company to shareholders solely by electronic means via publication on the Company's website and on the SGXNet.

Copies of the redacted curriculum vitae, Form 45 (Consent to Act as Director), confirmations of independence (where applicable) and Catalist Rules undertakings of these new directors proposed to be appointed to the board will be made accessible at these links:

Link 1: https://drive.google.com/drive/u/0/mobile/folders/1iEag3gqRV_OAMPuErTOrWmTsji4KRyvp?usp=sharing
Link 2: https://tinyurl.com/5bkvtepr

Annex B: Notice to Company

The Relevant Shareholders have also informed the Kitchen Culture Board that prior to the conclusion of the EGM, the Company, including the current Directors of the Company, should not:

1. Take any action to effect any casual appointment of Director(s) or action that will affect the number of existing issued shares of the Company or carry out any corporate action that is dilutive in nature to the minority shareholders of the Company;
2. Carry out any transaction that would result in the divestment or acquisition of any business interest or asset for or on behalf of the Company;
3. Enter into any transaction committing or exposing the Company to any potential liability of a significant nature.

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

Copyright 2022 ACN Newswire. All rights reserved. http://www.acnnewswire.com

SINGAPORE, Oct 31, 2022 – (ACN Newswire) – Kitchen Culture Holdings Ltd. ("Kitchen Culture" or the "Company") said today that a group of 8 shareholders ("the requisitioners") seeking to remove 5 of 6 directors has caused confusion among shareholders and the public by publishing a newspaper advertisement calling off the Extraordinary General Meeting ("EGM") with 1 working day's notice before it was due to be held.

The Company said it was made aware of a relatively small advertisement published by the requisitioners in The Business Times on 29 October 2022 (Saturday) to 'postpone' the EGM – originally proposed for 9.00 am on 1 November 2022 (Tuesday) at Grand Copthorne Waterfront Hotel – even though the requisitioners had not communicated this to the Board of Directors ("the Board").

While the requisitioners had published a significantly larger advertisement in The Sunday Times – a different newspaper – on 16 October 2022 calling for the EGM and had issued a press release via ACN newswire 8 days later urging shareholders to attend, they now "… appear, suddenly and without giving any explanation, to have diametrically changed their minds with just 1 working day before 1 November 2022," Kitchen Culture said.

The Company said that some shareholders may not be aware of the latest advertisement by the requisitioners whose conduct has continued to cause confusion. Kitchen Culture has been receiving calls from shareholders expressing confusion and frustration as they had not received the Purported Notices and proxy forms in the days leading up to the EGM.

OOWAY Group Ltd. ("OOWAY") and 7 individuals who own an aggregate of 21.71% of the Company's shares had issued Purported Notices issued under Section 177 of the Companies Act 1967 – on 30 September 2022 and 14 October 2022 – to remove the 5 directors.

Kitchen Culture has said that 2 law firms have advised that Purported Notices were defective and that any resolutions passed on 1 November 2022 would be invalid.

The Company reminded shareholders today that based on the requisitioners' advertisement on 29 October 2022, the intended EGM tomorrow will not be proceeding, and that they should not show up in person nor provide proxy forms.

Kitchen Culture also stressed that, as advised by its lawyers, it is incorrect for the requisitioners to state in the advertisement that they are "postponing" the intended EGM or to "announce" another date "in due course". The Company will write to the requisitioners for clarifications and confirmations on this and other relevant points, as appropriate.

Kitchen Culture's Board, with the exception of Madam Hao Dongting, has said that there are no grounds to justify the resignations of the 5 directors – Mr Lim Wee Li (Executive Director), Mr Lau Kay Heng (Non-Executive Director and Vice-Chairman), and 3 Independent Directors, Mr Ang Lian Kiat, Mr William Teo Choon Kow and Mr Peter Lim King Soon.

Mr Lau Kay Heng and Mr Peter Lim King Soon were named as new directors to the SGX Catalist-listed provider of solutions and products for kitchens and wardrobes on 15 July 2022, the same day that Mr Lincoln Teo, an OOWAY representative and former Interim CEO of Kitchen Culture, ceased to be Executive Director.

The Company stressed that OOWAY had in fact supported the re-appointments of Mr William Teo Choon Kow and Mr Ang Lian Kiat at the Annual General Meeting held on 18 March 2022.

Kitchen Culture shares have been suspended from trading since July 2021. Its Board has seen several changes since the involvement of OOWAY in October 2020.

Issued by:
Kitchen Culture Holdings Ltd.
9 Raffles Place, #52-02, Republic Plaza
Singapore 048619
Tel: +65 6471 6776, Fax: +65 6472 6776

Media & Investor Contact
Whatsapp (Text): +65 9748 0688
kitchenculture@wer1.net

This press release has been reviewed by the Company's sponsor, SAC Capital Private Limited (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "SGX-ST") and the SGX-ST assumes no responsibility for the contents of this press release, including the correctness of any of the statements or opinions made or reports contained in this press release.

The contact person for the Sponsor is Ms. Lee Khai Yinn (Tel +65 6232 3210), at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542.

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

Copyright 2022 ACN Newswire. All rights reserved. http://www.acnnewswire.com

SINGAPORE, Oct 25, 2022 – (ACN Newswire) – Kitchen Culture Holdings Ltd. said today shareholders should not, and are advised not to, attend an Extraordinary General Meeting (EGM) called to remove 5 of 6 directors as the Purported Notices of the EGM attempted to be issued by 8 requisitioners, including its largest shareholder OOWAY Group Ltd., were defective and therefore invalid.

The Board of Directors of Kitchen Culture said that after consulting 2 law firms, it had been advised that the Purported Notices had not been properly served to shareholders in accordance with the Constitution of the Company and did not give shareholders the 21 days' notice required. As such, the Company should not announce the Purported Notices and the EGM should not and will not proceed at 9.00 am on 1 November 2022 at Grand Copthorne Waterfront Hotel as proposed by the requisitioners.

"Any resolutions passed during any EGM convened on the basis of the defective Purported Notices of EGM would be invalid," said the Board of the SGX Catalist-listed provider of solutions and products for kitchens and wardrobes.

As announced on 14 October 2022, the Board received letters, including the Purported Notices – issued under Section 177 of the Companies Act 1967, on 30 September 2022 and 14 October 2022 from the requisitioners who own an aggregate of 21.71% of the Company's shares. The Purported Notices sought to remove Mr Lim Wee Li (Executive Director) and 4 Independent Directors Mr Ang Lian Kiat, Mr William Teo Choon Kow, Mr Lau Kay Heng (also Vice-Chairman) and Mr Peter Lim King Soon.

The latter 2 were named as new directors on 15 July 2022 on the same day that Mr Lincoln Teo, an OOWAY representative and former Interim CEO of Kitchen Culture, ceased to be Executive Director. The Board, with the exception of Madam Hao Dongting, has said that there are no grounds to justify the resignations of the 5.

The requisitioners had placed a newspaper advertisement of the Purported Notice of EGM on 16 October 2022. Besides not having properly sent copies of the Purported Notices to the shareholders of Kitchen Culture, that advertisement gave only 15 days' notice, 6 short of the 21 days' notice in writing (exclusive of the day on which it is served and of the day on which the meeting is to be held) as required under Article 71 of the Company's Constitution, the Board said.

In any event, the advertisement of the Purported Notice of EGM is an additional and separate requirement and does not displace the need to properly serve notices of EGM in accordance with Article 160 of the Company's Constitution, the Board said.

The newspaper advertisement also failed to provide proxy forms. The Board said the requisitioners cannot demand the Company to publicise such a notice or the proxy forms. Also, they cannot require the Company to invoke the provisions in the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings For Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 as there is no obligation for the Company to publish, as an announcement, the Purported Notices (or the proxy form) as demanded by the requisitioners.

As Kitchen Culture is publicly listed, "any EGM convened on the basis of the defective Purported Notices of EGM is likely to be prejudicial to shareholders. The Board has a duty to consider the interests of all shareholders, and not to promote the interests of any particular one or section of shareholders, including the interests of the OOWAY Group and the other requisitioning shareholders, at the expense of the general body of shareholders," the Board said.

Shares of Kitchen Culture have been suspended from trading since July 2021. Its Board has seen several changes since the involvement of OOWAY in October 2020.

Issued by:
Kitchen Culture Holdings Ltd.
9 Raffles Place, #52-02, Republic Plaza
Singapore 048619
Tel: +65 6471 6776, Fax: +65 6472 6776

Media & Investor Contact
Whatsapp (Text): +65 9748 0688
kitchenculture@wer1.net

This press release has been reviewed by the Company's sponsor, SAC Capital Private Limited (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "SGX-ST") and the SGX-ST assumes no responsibility for the contents of this press release, including the correctness of any of the statements or opinions made or reports contained in this press release.

The contact person for the Sponsor is Ms. Lee Khai Yinn (Tel +65 6232 3210), at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542.

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

Copyright 2022 ACN Newswire. All rights reserved. http://www.acnnewswire.com

SINGAPORE, Oct 24, 2022 – (ACN Newswire) – Relevant shareholders[2] of Kitchen Culture Holdings Ltd. today announced that they wish to reiterate and clarify to all shareholders of the Company on the following:

1. EGM to proceed on 1 November 2022, 9am as planned;
2. Relevant Shareholders had on 14 October 2022, at about 5pm, informed Kitchen Culture of the requisition of EGM;
3. Notice of EGM on a major local English newspaper was published on the 16 October 2022 edition of the Sunday Times.
4. To date (as at 24 October 2022, 6pm), Kitchen Culture has failed to announce the Notice of EGM, requisitioned by shareholders under Section 177 of the Company Act 1967, which is a clear breach of Catalist Rule 704 of the SGX Listing Manual;
5. Relevant shareholders do not need to send the Notice of EGM and Proxy Form to all Kitchen Culture's shareholders by post, due to current exemptions[3] related to COVID-19. This exemption was also applied in the previous Annual General Meeting of the Company held in March 2022.

The Relevant shareholders said, "We encourage all shareholders of Kitchen Culture to vote at the EGM, either in person on 1 November 2022 (9am), or by proxy by 30 October 2022 (9am). Your votes matter and will determine the composition of the leadership and strategic direction of the company going forward."

The new Board of Directors if elected, is committed to ensure the completion of the Special Audit to clear Kitchen Culture's outstanding issues and to comply with the Notice of Compliance, paving the way for the resumption of trading in Kitchen Culture shares, which has been suspended since 12 July 2021.

For more information on Notice of EGM and CVs, please refer to the following URL: https://tinyurl.com/5bkvtepr

At the upcoming EGM, the 2 main agenda items among others to be raised are:

1. Removal of the following 5 Directors on the existing Board:
a. Mr. Lau Kay Heng
b. Mr. Lim Wee Li
c. Mr. William Teo Choon Kow
d. Mr. Ang Lian Kiat and
e. Mr. Peter Lim King Soon

2. Appointment of the following individuals to the Board:
a. Mr James Beeland Rogers, Jr. to be appointed as a Non-Executive Director of the Company;
b. Mr Yip Kean Mun to be appointed as an Executive Director of the Company;
c. Mr Lam Kwong Fai to be appointed as an Independent Director of the Company;
d. Mr Tan Meng Shern to be appointed as an Independent Director of the Company; and
e. Mr Cheung Wai Man to be appointed as an Independent Director of the Company.

[1] 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.
[2] "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.
[3] Due to COVID-19 pandemic, pursuant to paragraph 5(1) read with the First Schedule of the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, the Company may convene, hold, conduct, whether wholly or partly, the Annual General Meeting, by electronic means. This includes Provision for laying and production of documents at a general meeting of a listed company which can be via electronic means.

Issued by Relevant Shareholders of Kitchen Culture Ltd.

Media and Investors Contact:
Email: query@oowayasia.com

– EGM to be held on 1st November 2022, 9.00 am at Toucan Room Level 4, Grand Copthorne Waterfront Hotel, 392 Havelock Road, Singapore 169663.
– EGM is convened in accordance with and in compliance with Section 177[1] of Companies' Act 1967
– As required by legal procedure, Notice of EGM was published in the Straits Times (Sunday Times edition) on 16 October 2022

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

Copyright 2022 ACN Newswire. All rights reserved. http://www.acnnewswire.com