Lead ID of Kitchen Culture Writes to Shareholders Expressing Concerns About Major Shareholder OOWAY Group Which is Leading Second Attempt to Call for EGM To Remove 5 Directors
Mr William Teo says directors are extremely concerned by discoveries about AREX, an OOWAY-launched online platform to trade accounts receivable assets, which was supposed to be a revenue driver for an OOWAY subsidiary in which the Company acquired a 30%-stake in October 2020
- Mr Teo recounts actions by former Interim CEO (an OOWAY nominee) including 2 transactions which were 'tainted by irregularities'; cites further concerns of OOWAY Group's actions
- Acting on the advice of lawyers, Board reiterates that Second Intended EGM called by OOWAY and other requisitioners to be held on 25 November is defective and invalid for non-compliance with the Companies Act 1967 and the Company's Constitution
- Board asks OOWAY and other requisitioners to either bring before a Court the determination of legal issues relating to Second Intended EGM or to issue proper and fully compliant documents to facilitate a proper general meeting of the Company
SINGAPORE - The Lead Independent Director ("Lead ID") of Kitchen Culture Holdings Ltd. ("Kitchen Culture" or the "Company"), in a letter to shareholders today, has expressed concerns about promises made to the Company by its largest shareholder, OOWAY Group Ltd. ("OOWAY"), which is leading a second attempt to remove 5 of 6 directors via an extraordinary general meeting ("Second Intended EGM").
While Kitchen Culture's Board, acting on legal advice, has announced that the Second Intended EGM scheduled for this Friday is defective and invalid for non-compliance with the Companies Act 1967 and the Company's Constitution, Lead ID William Teo Choon Kow ("Mr Teo") said shareholders have raised concerns about OOWAY and have continued to seek answers about its promises to the Company.
OOWAY and 7 individuals (the "Requisitioners") who own an aggregate of 21.71% of the Company's shares have made 2 attempts in recent weeks to remove Mr Teo and 4 others - Mr Lim Wee Li (Executive Director), Mr Lau Kay Heng (Non-Executive Non-Independent Chairman), and IDs, Mr Ang Lian Kiat and Mr Peter Lim King Soon. The Requisitioners want to replace them with 5 others.
The Experience of OOWAY's Involvement with Kitchen Culture
Recounting the inception of OOWAY to SGX-Catalist listed Kitchen Culture since October 2020, Mr Teo said the business of providing solutions and products for kitchens and wardrobes had not been profitable for years. As such, the Board was excited when it was presented with the prospect of a new business being injected via a deal to acquire shares in OOWAY Technology Pte. Ltd ("OOWAY Technology").
A team from the OOWAY Group presented its Asian Accounts Receivable Exchange ("AREX") as "a world's first online platform for trading accounts receivable assets". The platform, running on a digital currency, Lantana, was said to be able to assess and transact up to US$30 billion worth of assets by 2023, its key adviser Mr Liu Yanlong ("Mr Liu") told Kitchen Culture's Board and other investors.
After AREX was launched online on 23 February 2021, Kitchen Culture viewed OOWAY as a 'white knight' that could transform the Company's business fortunes. Madam Hao Dongting ("Mdm Hao") - indirectly a 47% shareholder of OOWAY - and Mr Lincoln Teo Choong Han ("Lincoln") joined the Company's Board of Directors in April 2021. Lincoln was named Interim CEO of Kitchen Culture 3 months later.
"What came next was a bolt from the blue," Mr Teo said. Shortly after his appointment as Interim CEO, Lincoln suddenly stated at a Board meeting in July 2021 that AREX had "nothing to do" with OOWAY and was a 'separate exchange altogether'. In spite of this the Board remained hopeful that Lincoln and OOWAY would be able to bring in other businesses. "As events have shown, this hope was misplaced," Mr Teo said.
As confirmed by OOWAY Technology Group, its main revenue for the financial year ended 2021 and the 6-months ended 30 June 2022 was generated from selling parallel imported cars in the People's Republic of China (a business with extremely narrow margins); it incurred substantial losses which have reduced its net assets significantly. Mr Teo noted that this was despite that OOWAY Group listing on its website big names such as Bank of China, ICBC Bank, DBS Bank and Amazon as collaborative partners.
"These discoveries are extremely concerning. I recently carried out a Google search on AREX and, to my surprise, I could only find two English-language reports on AREX. The AREX website referred to in the press release (www.sgarex.com) is also no longer active," Mr Teo said.
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