General Announcement::Response to Notice of Compliance
08/01/2021 | 02:12am EDT
KITCHEN CULTURE HOLDINGS LTD.
(Company Registration No: 201107179D)
(Incorporated in the Republic of Singapore on 25 March 2011)
RESPONSE TO NOTICE OF COMPLIANCE
The Board of Directors (the "Board") of Kitchen Culture Holdings Ltd. (the "Company" and together with its subsidiaries, the "Group") refers to:
the notice of compliance issued by the Singapore Exchange Regulation ("SGX RegCo") on 14 July 2021 (the "Notice of Compliance");
the Company's announcement dated 23 June 2021 setting out its responses to the SGX RegCo's queries regarding trading activity;
the Company's announcement dated 8 July 2021 in relation to the cessation of Chief Executive Officer ("CEO");
the Company's announcement dated 12 July 2021 setting out its responses to queries from the
Singapore Exchange Securities Trading Limited ("SGX-ST") on the cessation of CEO;
the Company's announcement dated 14 July 2021 in relation to the cessation of Mr Lim Wee Li ("Mr Lim") as CEO (the "Cessation Announcement"); and
the Company's announcement dated 14 July 2021 setting out the Company's responses to statements made by Mr Lim in the Cessation Announcement,
(collectively, the "Announcements").
Unless otherwise defined or the context otherwise requires, all terms used herein shall have the same meanings as defined in the Notice of Compliance and the Announcements.
Pursuant to Paragraph 4.3(b) of the Notice of Compliance, the Board wishes to enclose the statements from the Nominating Committee ("NC") of the Company, disclosing the respective members' assessment and considerations in arriving at the decision to terminate Mr Lim's employment as the CEO of the Company:
Consolidated view of the majority of the NC, namely Mr Ang Lian Kiat (NC Chairman) and Mr
William Teo Choon Kow (Attached hereto as "Appendix 1"); and
Dissenting view of Mr Yap Sze Hon, a member of the NC (Attached hereto as "Appendix 2").
As the Review is ongoing, the Board will make the necessary further announcements to update shareholders as and when there are material developments and upon the completion of the Review and the Additional Scope.
By Order of the Board
1 August 2021
This announcement 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 announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement.
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.
The Nominating Committee's ("NC") assessment and considerations in arriving at the decision to terminate Mr Lim's employment as CEO of the Company
The NC consists of (i) Mr Ang Lian Kiat ("Mr Ang"), being the Chairman, (ii) Mr William Teo Choon Kow ("Mr Teo") and (iii) Mr Yap Sze Hon ("Mr Yap").
The NC was given access to the following information and documentation in connection with the assessment and consideration in arriving at the decision to terminate Mr Lim's employment as CEO of the Company:
the findings set out in the Interim Report prepared by Baker Tilly (which included the responses prepared by Mr Lim and the Company's financial controller ("Financial Controller"), who were given ample time to consider and finalise their responses);
following on from a recommendation by Baker Tilly to seek legal advice in view of the legal ramifications arising from the Interim Report, the Company had on 11 June 2021 appointed a legal counsel. The Company's legal counsel met with the Board on 17 June 2021, and orally provided its preliminary views on the findings in the Interim Report, followed by a draft legal opinion thereafter. The legal counsel subsequently provided its final legal opinion dated 5 July 2021 ("Legal Opinion");
following on a letter from Mr Lim's lawyer on 7 July 2021 containing further representations as to the findings in the Interim Report, the Company's legal counsel subsequently issued a supplemental legal opinion on 11 July 2021 to the Board in order to address these further representations;
discussions on the Interim Report, the seriousness of Mr Lim's misconduct and the termination of the employment of Mr Lim were held at an Audit and Risk Committee ("ARC") meeting as well as a special Board meeting (where Mr Lim was not invited) on 7 July 2021 ("Special Board Meeting"). This was attended by all members of the NC except Mr Yap who was unable to attend; and
a detailed written resolution on the termination of Mr Lim was circulated immediately following the Special Board Meeting.
Having assessed the above information, the NC (with a 2-1 majority, with Mr Yap dissenting) was of the view that Mr Lim was in "gross default or grave misconduct" in connection with or affecting the business of the Company. The NC took into account the following considerations when making their decision to terminate the employment of Mr Lim with immediate effect:
the Company had received the advice set out in the Legal Opinion and the supplemental legal opinion on the matters set out in the Interim Report;
based on the Interim Report, Mr Lim had caused the Company to breach the following laws and/or rules:
Rule 704(8) of the Catalist Rules, which requires the Company to immediately announce any appointment of a person who is a relative of a director or chief executive officer or substantial shareholder of the issuer to a managerial position in the issuer or any of its principal subsidiaries;
Rule 704(30) of the Catalist Rules, which requires the Company to immediately announce the use of proceeds arising from any offerings pursuant to Chapter 8 as and when such funds are materially disbursed and whether such a use is in accordance with the stated
use and in accordance with the percentage allocated in the offer document or the announcement of the issuer, and, where the proceeds are used for general working capital purposes, a breakdown with specific details on the use of proceeds for working capital, and, where there is any material deviation from the stated use of proceeds, the issuer must also announce the reasons for such deviation;
Rule 703(1)(a) read with Rule 703(4)(a) and paragraph 27(a) of Appendix 7A of the Catalist
Rules, which stipulates that the contents of an issuer's announcements must be factual, clear and succinct;
Rule 1204(10) read with Practice Note 12B of the Catalist Rules, which requires the issuer's annual report to include the Board's comments on the adequacy and effectiveness of the issuer's internal controls (including financial, operation, compliance) and risk management systems and to disclose any material weaknesses identified by the Board; and
Section 199(2A) of the Companies Act, which states that a public company and its subsidiaries shall devise and maintain a system of internal accounting controls to safeguard assets against losses from unauthorized use or disposition and to ensure that transactions are properly authorized and recorded;
based on the Interim Report, Mr Lim's actions and/or inactions had exposed the Company to,inter alia, the following unnecessary risks and consequences:
risk of uncollectable debt from third parties from the provision of a S$1.2 million loan to a third party without written board approval and business justification;
potential non-compliance with Chapter 9 of the Catalist Rules arising from the transfer of S$700,000 to Mr Lim with no documented board approval and supporting justification;
risk of misuse of Company's funds due to there being no documented evidence of loan repayments made by Mr Lim on behalf of the Company to private lenders. The Company subsequently recorded these repayments of S$200,000, S$250,000 and S$304,771 as being amounts due to Mr Lim; and
unauthorised use of proceeds with no documented board approval and business justification for the purchase of three motor vehicles totalling S$1.1 million.
the "gross default or grave misconduct" in connection with or affecting the business of the
Company is, inter alia, as follows: (i) Mr Lim, in his capacity as CEO, is principally responsible for the control and management of the Company. He had caused the Company to breach certain Catalist Rules, and had expressly authorized the release of an inaccurate announcement; and (ii) he had failed to implement and monitor its internal accounting controls system (including on the safeguarding of assets against unauthorized acquisition, use or disposition) and had failed to ensure that the Company's transactions were properly authorised and recorded; and
Mr Lim's conduct (as described above) has a serious impact on the Company's reputation (being a SGX-listed company) and contributed to significant material weaknesses in the Company's internal controls.
The NC (specifically Mr Ang and Mr Teo) wishes to provide to shareholders a response to the statements from Mr. Yap, a member of the Nominating Committee, who disagreed with the NC's assessment on the termination of Mr Lim's employment as CEO.
Mr Lim has been afforded due inquiry
Contrary to Mr Yap's statement, Mr Lim has been afforded due inquiry, as he has had ample opportunity, and has, responded to the matters raised in the Interim Report, and has also had access to all relevant documents.
In the course of preparing the Interim Report, Baker Tilly had gone through with Mr Lim every individual finding of Baker Tilly and any verbal comments from Mr Lim that were supported by documents were considered and assimilated into the Interim Report. Baker Tilly had also invited Mr Lim to provide his written response to their findings. Mr Lim's responses were included in the Interim Report, which was provided by Baker Tilly to Mr Lim on 28 May 2021. On 21 June 2021, Baker Tilly provided Mr. Lim with the Interim Report dated 18 June 2021. Baker Tilly did not make any changes to the Interim Report between 28 May 2021 and 18 June 2021.
Set out below is a chronology of the relevant events undertaken by Baker Tilly as part of the Review:
8 April 2021
Baker Tilly emailed the 1st draft report to Mr Lim and the Financial
Controller. Baker Tilly requested for the Management's responses by 14
15 April 2021
The Financial Controller emailed Baker Tilly stating that Mr Lim and the
Financial Controller have prepared the Management's responses which
they are reviewing.
16 April 2021
Mr Lim emailed Baker Tilly the Management's responses.
19 April 2021
Baker Tilly emailed Mr Lim and the Financial Controller to request for a
formal closing meeting either on 26 or 27 April 2021.
20 April 2021
Baker Tilly emailed Mr Lim and the Financial Controller a second time to
request for a formal closing meeting either on 26 or 27 April 2021.
The Financial Controller sent various emails to Baker Tilly to arrange and
change the timing of the formal closing meeting due to changes in Mr
28 April 2021
Baker Tilly had a meeting with Mr Lim who brought along two lawyers
without informing Baker Tilly. Baker Tilly did not proceed with the meeting
as its protocol required it to have its own lawyers if any client was legally
represented. Mr Lim's lawyer verbally represented that he will be providing
"updated management comments" before the next meeting with Baker
30 April 2021
Baker Tilly emailed Mr Lim to inquire if he will be providing "updated
management responses" as mentioned by his lawyer at the meeting on
28 April 2021.
4 May 2021
Baker Tilly emailed Mr Lim to follow up on its email dated 30 April 2021.
4 May 2021
Mr Lim emailed Baker Tilly stating that he would like to have a formal
closing meeting with Baker Tilly without lawyers on 12 May 2021.
This is an excerpt of the original content. To continue reading it, access the original document here.
Kitchen Culture Holdings Ltd. published this content on 01 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 August 2021 06:11:04 UTC.