Kitchen Culture director allegedly tampered with Acra records
Kitchen Culture said it has filed corrective notices against a dissenting director's attempt to change records of the company's secretary, office bearers, and the company address as registered with the Accounting and Corporate Regulatory Authority (Acra).
Described by Kitchen Culture to be "intricately linked" to requisitioning shareholder Ooway Group, the company's non-executive, non-independent director Hao Dongting is a substantial shareholder and director of Ooway. She was appointed to Kitchen Culture's board as a non-executive director in April 2021 and redesignated as the company's non-executive chairperson a month later.
Kitchen Culture in its latest filing noted that in recent days, Hao represented the requisitioners in their attempt to replace the company's existing company secretary, Wee Woon Hong, with two other people by proceeding to file these changes online with Acra.
Hao also filed to change Kitchen Culture's registered office address to the office of the two company secretaries it attempted to replace Wee with.
The company said it has since "taken swift action" to file corrective notices with Acra on Dec 2, with intentions to issue warnings to those involved in the incident, including the new company secretaries which Hao and the requisitioners had intended to elect.
"The filing of any such 'changes' does not have any substantive effect on the legality - or, for the matter, the invalidity - of the removals, appointments, or change of registered office," said Kitchen Culture in a press statement Monday (Dec 5).
It added that its board of directors - save for Hao - view these actions to be "extremely disruptive of and interfere with the orderly conduct of the business and affairs of the company, to create uncertainty and sow confusion, as well as are unlawful".
The company further claims one of the five appointed directors by the requisitioners "tried to claim his right to be a director on the basis of the filing with Acra, to give orders to staff of the company".
"In the view of the directors (other than Hao), this is unbecoming conduct," it stated.
Kitchen Culture reiterated that other than Hao, the "proper directors" of the company are, and remain to be, 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.
It emphasised that the company's registered office in Republic Plaza emains unchanged.
The company urged its shareholders and members not to pay attention to any Acra record showing otherwise, as such filings "arise from untrue and misleading 'filings' performed by the 'new company secretaries' at the behest of the 'new board' said to be made up of Hao and the five purported appointees".
To recap, Kitchen Culture's largest shareholder Ooway claims it successfully held a Nov 25 extraordinary general meeting (EGM) where resolutions to appoint five new directors were passed to replace all members of Kitchen Culture's existing board of directors, save for Hao.
The appointed directors by the requisitioners are: James Rogers as non-executive director; Yip Kean Mun as executive director; as well as Lam Kwong Fai, Tan Meng Shern and Cheung Wai Man as independent directors.
Kitchen Culture last week released a statement maintaining its view that such resolutions were invalid and requested the requisitioners to "put the matter before the Singapore court".
The company has been suspended from trading since July 2021. - THE BUSINESS TIMES