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Wow finally that crook Lincoln Teo is out! Hope all his IWISE people also got fired!

Kitchen Culture appoints new board members, announces cessation of interim CEO

KITCHEN Culture on Monday (Jul 18) announced its appointment of 2 new members to its board of directors, along with the cessation of its executive director and interim chief executive Lincoln Teo.

All changes have taken effect from Jul 15 and a detailed announcement on Teo&rsquo s cessation will be released separately in due course, said the embattled kitchen systems vendor in a bourse filing to the Singapore Exchange (SGX).

Lau Kay Heng has been appointed vice-chairman and non-executive director of the group&rsquo s board, while Peter Lim joins Kitchen Culture as an independent director.

Both have been designated as members of the group&rsquo s audit risk committee (ARC), with Lim also appointed as chairman of the remuneration committee.

Lau was previously engaged by Kitchen Culture from Oct 1, 2021 to Mar 31, 2022 as an adviser to provide guidance on actions to be taken to notices of compliances issued by the Singapore Exchange Regulation.

He presently holds directorships at SGX-listed healthcare digitisation company DiSa as well as property developer Regal International, among others.

In its bourse filing, Kitchen Culture highlighted Lau&rsquo s &ldquo extensive listed company experience&rdquo as well as previous experience with the group as an independent director, followed by his subsequent appointment as executive director and chief investment officer.

The group said it also intends for Lau to be in charge of ensuring that its ongoing special audit will be &ldquo completed expeditiously&rdquo and that the company may resume trading in its shares, which have been suspended since July 2021.

On the other hand, Lim is presently managing director of consultancy services company Promise Land. He was previously executive director and chief executive of MG Commercial Bank.

Kitchen Culture believes Lim&rsquo s &ldquo in-depth banking experience&hellip will be of strategic value to the future growth of the company including fundraising&rdquo .

With the group&rsquo s newest appointments to its board of directors, its requirement to have the minimum number of 3 ARC members has been fulfilled to comply with Catalist rules. This comes after Kitchen Culture was granted an extension of time by the SGX Securities Trading to fill the committee&rsquo s vacancies by Aug 17, from the original Jun 17 deadline.

Wtf.. Below was response to shareholder question by the company. As defined by Catalist rules.. twisting and turning of words, just like Amber Heard! If these staff paid $9999, is still below $10k! Clearly they have something to hide..

Question 17
Are the new staff hired by the Company related to Mr Lincoln Teo? If so, what are their roles and
why are they being paid so much?
Company?s response
No, the new staff hired by the Company are not associates of Mr Lincoln Teo as defined in the Catalist
Rules. A total of 6 employees were employed with their roles in human resources, operations, audit and
business intelligence since July 2021. Notwithstanding this, remuneration information of employees of the
Group is confidential but the Company is able to confirm that Mr Lincoln Teo?s monthly salary is S$10,000
and not the highest paid employee in the Company. All of the new staff?s remuneration packages are below
the remuneration level of Mr Lincoln Teo?s.

https://sg.linkedin.com/in/chercw?original_referer=https%3A%2F%2Fwww.google.com.sg%2F These people still claim to be directors and employees of iWise Group even up till today. So my question is why are they still being paid by Kitchen Culture and for what purpose, when the rest of us have all been retrenched, ask to go, or fired.

Wow
Jim Rogers will be very very upset man

HardWorker4L ( Date: 22-May-2022 16:33) Posted:

I was an employee of the company, and I am writing this as I wish to let everyone know about Lincoln Teo and his mismanagement of the company. Lincoln Teo has no regards for the welfare or concerns of long time staff as well as customers, and have consistently made empty promises to us time after time. I have found out that he hired a lot of staff with close links to himself such as Cher Chee Wee (who is an executive director of iWise Group, Lincoln's Teo personal company), Koh Tat Liang (Chairman of iWise Group) and Suryanarayanan Balasubramanian (CFO of iWise Group). IWise is Lincoln Teo personal company. These people he hired are all paid high salaries (I understand from my colleague in management that they are all in the top 10 salaries in the company). It is disheartening for long time employees who have contributed many years to the company to see Teo and his highly paid bunch of associates continue to draw high salaries despite being the ones responsible for the company liquidation. In less than a year since he has been in charge, the company have been charged with compulsory liquidation and all of us except for Teo and his bunch of associates have resigned, been fired, or been retrenched. I understand from my colleague that Teo and his associates have been moved to another company under the group and will continue to get paid by KCH. I hope the authorities can investigate Teo for hiring his personal associates and paying them absurdly high salaries for doing seemingly nothing.

scums n scammers ...old timers...

I was an employee of the company, and I am writing this as I wish to let everyone know about Lincoln Teo and his mismanagement of the company. Lincoln Teo has no regards for the welfare or concerns of long time staff as well as customers, and have consistently made empty promises to us time after time. I have found out that he hired a lot of staff with close links to himself such as Cher Chee Wee (who is an executive director of iWise Group, Lincoln's Teo personal company), Koh Tat Liang (Chairman of iWise Group) and Suryanarayanan Balasubramanian (CFO of iWise Group). IWise is Lincoln Teo personal company. These people he hired are all paid high salaries (I understand from my colleague in management that they are all in the top 10 salaries in the company). It is disheartening for long time employees who have contributed many years to the company to see Teo and his highly paid bunch of associates continue to draw high salaries despite being the ones responsible for the company liquidation. In less than a year since he has been in charge, the company have been charged with compulsory liquidation and all of us except for Teo and his bunch of associates have resigned, been fired, or been retrenched. I understand from my colleague that Teo and his associates have been moved to another company under the group and will continue to get paid by KCH. I hope the authorities can investigate Teo for hiring his personal associates and paying them absurdly high salaries for doing seemingly nothing.

KC just possted 2 announcements... wonder if stock will resume trading soon?

https://links.sgx.com/1.0.0/corporate-announcements/NLPTGHENSZK6FE0L/23736b92b403ab2d0f0c1491d1282eb22e7ad8fcccf1534ce24cd5930076bf21

https://links.sgx.com/1.0.0/corporate-announcements/BX1PJ7BGH4WNUNY3/3e974e0d05c2237f789c4152340d36732c87a452ed602eab62993632fda4d033

https://www.asiaone.com/business/kitchen-cultures-business-transformation-risk-funds-raised-not-accounted?amp

Kitchen Culture' s business transformation at risk - funds raised not accounted for

ACN NEWSWIRE

Thursday, Apr 21, 2022

SINGAPORE, Apr 21, 2022 - (ACN Newswire) - As the single largest shareholder of Kitchen Culture Holdings Ltd. (" Kitchen Culture" ) with a 21.19% stake, OOWAY Group Ltd. (" OOWAY Group" or the " Group" ) shares the frustration of many shareholders who raised concerns over matters of internal controls and governance ahead of Kitchen Culture' s recent Annual General Meeting held on 18 March 2022.

We are deeply disappointed by the findings of Baker Tilly Consulting (Singapore) Pte. Ltd.' s (" BTC" ) latest report which confirm our worst fears regarding the shocking matters of concern which were first revealed in June 2021 after Kitchen Culture' s Audit Committee engaged BTC to review its internal controls.

In August 2020, Kitchen Culture entered into a sale and purchase agreement and a shareholder' s agreement with OOWAY Group to acquire a 30% equity stake in OOWAY Technology Pte. Ltd. (" OOWAY Technology" ) at a purchase consideration of S$23.92 million (the " Purchase Consideration" ) to be satisfied by way of the allotment and issue of 90,000,000 new ordinary shares in the capital of Kitchen Culture at an issue price of S$0.2658 per ordinary share (" Acquisition" ).

Mr Liu Yanlong, representative for OOWAY Group, said, " We welcomed Kitchen Culture as a strategic investor in OOWAY Technology given the mutual benefits of the acquisition, which was in line with Kitchen Culture' s diversification strategy and OOWAY Group' s expansion in the ASEAN region. OOWAY Group provided an opportunity for Kitchen Culture to leverage our network and capabilities, as well as to participate in the significant growth potential of Big Data analytics and Artificial Intelligence."

Kitchen Culture' s diversification strategy was crucial as it had long suffered from recurring losses and negative operating cash flow from its core business as a kitchen solutions provider for 8 years and was in a dire state at the time of the acquisition.

The combination of the newly raised funds and OOWAY Technology' s gilt-edge technical capabilities would have provided new engines for growth and hastened the return to profitability for Kitchen Culture.

Prospective investors present at OOWAY Group-led investment roadshows, eventually took up equity in Kitchen Culture, with the expectation of the game-changing business diversification through the acquisition of OOWAY Technology. Unfortunately, the raised capital has not materialised into any effort in business transformation.

Instead, we are deeply disappointed with the findings of the BTC report, which revealed that the gaps in Kitchen Culture' s financial operating procedures led to[2]:

- Risk of misuse of Kitchen Culture' s funds
- Risk of unauthorised use of proceeds obtained from the S$19.23 million of funds raised
- Risk of diversion of raised funds to purposes outside business diversification purposes
- Risk of questionable debt repayments to third parties
- Lack of independence and checks and balances in approving and processing payments
- Lack of accountability and traceability over entertainment expenses
- Lack of documentation for personnel hiring and pay increments
- Inappropriate operating structure involving multiple family members as management staff

These risks which were unknown to us prior to the acquisition have had a major impact on our growth plans as ongoing audits, investigations and lawsuits require significant time and resources, a challenging situation further compounded by the historical losses. Furthermore, Kitchen Culture has suffered reputational damage as a result of these issues.

Kitchen Culture' s last traded price of S$0.08 per share marks an unrealised loss of close to 70% or S$16.72 million for the OOWAY Group following the completion of the acquisition. On the other hand, OOWAY Technology' s value has remained stable during this period, which is also Kitchen Culture' s key asset. As OOWAY Technology continues its development and making encouraging progress to grow its business, the long-term value of Kitchen Culture' s stake in OOWAY Technology remains fundamentally intact.

Mr Liu added, " As a shareholder of Kitchen Culture, we have sustained significant losses, but we remain committed to growing our business together with Kitchen Culture and intend to provide the funding support needed in the near term to allay going concern issues."

The latest BTC report has identified S$7.22 million as " unmatched" . This is a staggering sum and OOWAY Group hopes that the Management of Kitchen Culture investigates further to get to the bottom of this issue, so that any and all discrepancies will be ultimately accounted for to shareholders.

The Commercial Affairs Department (CAD) has recently requested for copies of the BTC reports for further review and investigation. We call on the new Board of Kitchen Culture to continue its relentless efforts to strengthen internal controls and implement BTC' s recommendations without delay and to cooperate with the CAD to leave no stone unturned in fully resolving all outstanding issues, so we can lead the company in business transformation again.

Our confidence in Kitchen Culture' s new Board to safeguard the interests of shareholders remains strong, but it must work hard to rebuild long-term value for Kitchen Culture and its shareholders.

BTC' s Schedule of Matched and Unmatched Expense Items[3]
https://www.acnnewswire.com/docs/Multimedia/Low_OOWAY20220421.jpg

General Announcement:: UPDATE ON REVIEW BY BAKER TILLY CONSULTANCY (SINGAPORE) PTE. LTD. https://bit.ly/386bU8i
General Announcement:: ASSISTANCE IN THE REVIEW BY THE COMMERCIAL AFFAIRS DEPARTMENT https://bit.ly/3jWNY9U

[1] " Unmatched" refers to situations with any of the following criteria:
- Expenses cannot be traced to the bank statements
- Details of expenses cannot be traced to the underlying supporting documents
- Description of the expenses on the supporting document is not in line with the categories of utilisation as stated in Kitchen Culture' s schedules
[2] These risks and gaps reflect the summary of findings listed in Kitchen Culture' s response to SGX queries on 12 July 2021
[3] Rounded up to two decimal points

Yes I agree, if really got new business then its ok, but what new business has ooway have?? One which got terminated and one selling mask?? Spent 600k to earn 30k+ in revenue in 8 months.. Must also be loss making like crazy. 30k in 8 months cant even cover 1 staff cost.. shared halted since Lincoln Teo in charge and no sign of trading resume anytime soon, he has costed us all a lot of money! No core biz left sgx might even suspend this counter permanently.. sigh

nevertheless, this company will still be in deepshit. not sure whether can continue trading or not.....shareholders money stuck. no future, no prospect...

papayaface ( Date: 09-Apr-2022 08:53) Posted:

The liquidation may be a good outcome as the group' s loss will be greatly reduced. Its subsidiary was in arears in rental payments to the tune of $1.8 million so the group' s cash flow burden will certainly be much lighten henceforth and it can move forward into new businesses. The old business has choked the group as F& B industry was badly affected by the pandemic. Time to look for a more promising and resilient business. Good luck

TechnoKing1980 ( Date: 09-Apr-2022 07:42) Posted:

Omg liquidation.. Exactly 1 year since Lincoln Teo and Co entered the company, almost as fast as how long it took for Eagle Hospitality management to destroy the company, SGX need to investigate! Company should change name to Mask Culture now.. What a joke.

The liquidation may be a good outcome as the group' s loss will be greatly reduced. Its subsidiary was in arears in rental payments to the tune of $1.8 million so the group' s cash flow burden will certainly be much lighten henceforth and it can move forward into new businesses. The old business has choked the group as F& B industry was badly affected by the pandemic. Time to look for a more promising and resilient business. Good luck

TechnoKing1980 ( Date: 09-Apr-2022 07:42) Posted:

Omg liquidation.. Exactly 1 year since Lincoln Teo and Co entered the company, almost as fast as how long it took for Eagle Hospitality management to destroy the company, SGX need to investigate! Company should change name to Mask Culture now.. What a joke.

Kitchen Culture' s subsidiary goes into liquidation

EMBATTLED kitchen systems vendor Kitchen Culture said its wholly-owned subsidiary KHL Marketing Asia-Pacific entered into compulsory liquidation on April 5.

The court had on March 18 dismissed the company' s application for judicial management. Kitchen Culture on Thursday (Apr 7) said it did not appeal against the decision, and the winding up application filed by its landlord Kim Hup Lee & Co was therefore granted by the court on April 5.

KHL Marketing Asia-Pacific allegedly owes Kim Hup Lee outstanding rental arrears amounting to S$1.8 million for the first, second and third floors of 25 New Industrial Road between 2016 and 2018.

Kitchen Culture said the winding up of loss-making KHL Marketing Asia-Pacific will likely result in lower operating losses and net cash outflows for operating activities for the group.

Gary Loh Weng Fatt and Leow Quek Shiong of BDO Advisory have been appointed the joint and several liquidators.

Yes, they are corporate raiders, sucking company dry then running after. Hope SGX will hold Teo responsible for running company into the ground!

Think we need a stronger regulatory authorities..
Currently like no teeth no clue no enforcement. Running spore mkt to c list of stocks & scandals.. dyodd

TechnoKing1980 ( Date: 23-Mar-2022 17:24) Posted:

JM application dismissed by court, embarrassing! Current management running the company into the ground. Lincoln Teo only got 51% vote for him to be reelected, embarrassing. Incapable and useless, Ooway puppet. Shares suspended since he was in charge!

Received the annual report and saw 2 masks attached to it, can' t believe they are trying to sell one mask for $10! So I got to thank KCH for giving me $20 worth of mask (2 piece only!) I suppose? Spend 500 to 600k on masks, but till date sold only 38k worth of mask, what a joke. If these masks can really prevent covid, will be billion dollar business lo, they still dare to claim these masks can prevent covid??

Should close down catalist .. all these companies come here and issue shares like printing $$ for their own interest and parties and con retailers of their hard earn monies.

Joelton ( Date: 16-Mar-2022 09:11) Posted:

Kitchen Culture' s AGM to review a turbulent FY2021

WHEN Catalist-listed Kitchen Culture inked an agreement to acquire a 30 per cent stake in Ooway Technology for nearly S$24 million in August 2020, little would Lim Wee Li have imagined that it was the beginning of the end of his career at the kitchen systems vendor he founded.

In its quest to diversify into what the firm described as new areas of opportunities, Kitchen Culture took the stake from Ooway Group in Ooway Technology, which was introduced as a big data integrated solution provider with a mission to develop a global credit standard for digital trade transactions.

Kitchen Culture issued 90 million new shares or about 27 per cent of its capital before the issuance to Ooway Group as payment for the stake in Ooway Technology.

Then, Lim in his capacity as the executive chairman and chief executive officer of Kitchen Culture, commented: " We believe that this acquisition will allow the group to explore new areas of opportunities and alternate businesses, including the areas of artificial intelligence, machine learning and data science, whilst offering an opportunity for the group to leverage on the networks and capabilities of the target (Ooway Technology) and the Ooway Group. We have high hopes that this investment would deliver great value to our shareholders."

In less than a year after the agreement, however, Lim had his CEO position terminated while Kitchen Culture' s key operating subsidiary KHL Marketing Asia-Pacific is staring at the fate of being wound up by its landlord or placed under judicial management.

Hearing of the judicial management application is scheduled today (Mar 16) and is likely to be opposed by the landlord claiming S$1.8 million in rental arrears that KHL disputes.

The " business opportunities in the burgeoning fintech industry" Kitchen Culture had sought in its diversification attempts have so far been elusive. And its ventures into fund management services and the healthcare space have also achieved little.

Ahead of the annual general meeting of Kitchen Culture on Friday (Mar 18), The Business Times looks at developments at the company in the past year.

Months after the redesignation of Lim from executive chairman to executive director with Ooway Group' s Hao Dongting assuming the chairperson role in May 2021, Lim was accused of gross default or grave misconduct in connection with or affecting the business and was fired as CEO with immediate effect.

This came shortly after accounting firm Baker Tilly Consultancy (Singapore) appointed by the audit committee presented a draft interim report on the review of the management' s re-allocation and utilisation of proceeds from the fundraising exercises in 2020.

Regulatory statements the company furnished stated that the summary findings of the draft interim report showed there was no written approval or business justification for some expenditures, transactions and fund transfers.

But Lim said he had not been given due inquiry and that his termination was unlawful, which 2 of the 3 members of the nominating committee have disputed.

What ensued was a web of lawsuits, with Kitchen Culture first filing a police report and then a writ claiming S$520,000 in alleged payroll irregularities from Lim and 2 former staff members of KHL. Separately, Lim is suing Kitchen Culture for alleged unlawful termination and the interim CEO Teo Choong Han and 2 independent directors for alleged defamatory statements made in relation to his firing.

He has also lodged a police report against Teo for a US$480,000 transaction and transfer that did not obtain prior board approval. The company has since unwound the transaction and transfer. Also, it would indemnify the trio for any financial liabilities and legal fees in their defence in the lawsuits from Lim.

Kitchen Culture, meanwhile, was furnished by the Singapore Exchange Regulation notices of compliance to have Baker Tilly and an independent special auditor look into areas, including the circumstances of any breaches of the Catalist Rules and internal control weaknesses noted in the interim report, as well as any unauthorised transactions in the past year and identify the parties responsible.

To cap it all, Kitchen Culture' s statutory auditors have issued a disclaimer of opinion on its FY2021 financial statements, as there was not sufficient appropriate audit evidence to provide a basis for an audit opinion.

The auditors also flagged the absence of a purchase price allocation exercise on Kitchen Culture' s acquisition of the 30 per cent stake in Ooway Technology. The exercise involves the determination of the fair value of the investment acquired and the recognition of goodwill or bargain purchase. Therefore, they are unable to determine the net book value of investment in Ooway as at the end of the financial year to June 2021. Kitchen Culture posted S$11.5 million in net loss and negative operating cash flows of S$6.6 million, but its current assets exceeded current liabilities.

Trading in Kitchen Culture has been suspended since Jul 12, 2021. Baker Tilly' s review and the special audit have not been completed.