Oct 21, 2022 | Business
OOWAY Group Ltd today announced that it wishes to clarify the factual inaccuracy in Kitchen Culture Holdings Limited’s 14 October 2022 announcement (“Announcement”) to SGXNet with regard to an interest-free loan of S$1.5 million (Unconditional Interest-Free Loan) that was offered to Kitchen Culture by OOWAY Group as a gesture to assist the Company in alleviating its dire financial situation. Kitchen Culture’s Announcement had stated:
“As regards the S$1.5 million interest-free loan proposed by the OOWAY Group as referred to in the Article, it came with the pre-condition that a specific candidate had to be appointed as Chief Financial Officer (“CFO”) of the Company”.
OOWAY Group would like to clarify that the final version of the Loan dated 8 June 2022 and offered to the Company, did not come with any pre-conditions, and that Kitchen Culture’s Announcement to SGXNet was a factual inaccuracy.
From May 2022 to early June 2022, there were several rounds of discussions on the loan amount and conditions tied to the loan. The final version of the Term Sheet dated 8 June 2022 was signed by OOWAY Group and then circulated to Kitchen Culture’s Board of Directors on the same date.
The terms specified in the Term Sheet are as follows:
1. Loan Tenor of 1 year from the date of first drawn down (Initial Term);
2. No interest shall be payable;
3. OOWAY has the option to extend the loan tenor or convert the loan to equity shares of KC after the Initial Term expires. Term and condition to be agreed upon later by both parties and approvals from the relevant authorities.
OOWAY Group invites the Board of the Company to clarify the above statement in the Announcement and to circulate to the shareholders the Term Sheet of the Unconditional Interest-Free Loan for purpose of clarity and transparency.
Expressing his surprise at Kitchen Culture’s not accepting the Unconditional Interest-Free Loan, Mr Liu Yanlong, representative for OOWAY Group said, “This proposed Unconditional Interest-Free Loan was not accepted by the Board of Kitchen Culture for reasons unknown to us. Instead, the Board subsequently accepted a loan bearing interest of 10% per annum along with an additional term that the loan could be defaulted if there was any change in the composition of the Board”.
Mr Liu added, “This misstatement of facts if not clarified and rectified by the Company may lead to shareholders being misled and cause damage to the Company’s reputation.
OOWAY Group on 16 October 2022, announced that together with 7 other shareholders of Kitchen Culture, they will be convening an Extraordinary General Meeting (EGM) of the Company pursuant to Section 177 of the Companies Act, to appoint a new board and remove 5 existing directors. The EGM will be held on 1st November 2022, 9.00 am at Toucan Room Level 4, Grand Copthorne Waterfront Hotel, 392 Havelock Road, Singapore 169663.
About OOWAY Group Ltd.
OOWAY GROUP LTD. is a corporate entity registered with Accounting and Corporate Regulatory Authority which has a stake in OOWAY Technology Pte Ltd. OOWAY Group is an established big data, Artificial Intelligence (AI) and Blockchain technology provider of innovative solutions for the integration of cross-border trade. Its DIGIT platform (Digital Innovation of Global Integrated Trade) seamlessly integrates cross-border trade with all parties through all stages from initialization to conclusion. The use of AI enables the platform to collect and analyze data to recognize, predict and optimize the cross-border trade process for all parties involved. The use of Blockchain ensures transparency, traceability and immutability, and automatic updating of all documents in the cross-border trade process. www.ooway.com
Issued by OOWAY Group Ltd.
Media and Investors Contact:
Email: query@oowayasia.com
Topic: Press release summary
Oct 13, 2022 | Business
OOWAY Group Ltd, the single largest shareholder, together with 7 other shareholders[1] of Kitchen Culture Holdings Ltd. has on 30 September 2022 informed the Company’s Board of the intention to convene an extraordinary general meeting of the Company (EGM) pursuant to Section 177 of the Companies Act[2].
The upcoming EGM seeks to remove 5 of the current Kitchen Culture’s Board of Directors and appoint 5 new members to the Board. Reference SGXNET 30 Sep 2022: https://tinyurl.com/mr5pxncr
Reasons for Calling for EGM
OOWAY Group emphasises that without a change in the current Kitchen Culture board, the value of Kitchen Culture’s 27.65% stake in OOWAY Technology Pte Ltd (which is its most valuable asset) would be unrealised and ultimately wasted.
OOWAY Group reiterates that the implementation of a long-term and viable business plan for OOWAY Technology is the only path available now for the resumption of trading in Kitchen Culture shares, and ultimately a share price that would reflect its fundamentals.
Mr Liu Yanlong, representative for OOWAY Group, said, “With OOWAY Group’s existing and new business capabilities in Big Data Analytics and Artificial Intelligence, we were excited at the prospect of working closely with Kitchen Culture in line with their diversification strategy and OOWAY Group’s expansion in the ASEAN region.
However, we have witnessed the gradual erosion of the Company’s core values and business prospects and have reluctantly taken this step, in order to protect our interests and the interests of other minority shareholders. The current suspension of Kitchen Culture shares, is a definite concern of all shareholders of the Company.
We believe that replacing the current board with the proposed new Directors, who bring with them the necessary experience, expertise and energy to help reverse Kitchen Culture’s present trajectory, is the only way forward.”
Mr Liu, added: “The indisputable fact is this: OOWAY Technology is Kitchen Culture’s most valuable asset. Since the time of the acquisition till the present, OOWAY Group has continued to forge new business, break new ground, and grow the company through massive investment in technological capabilities and talented individuals.
While we are greatly disappointed in what has transpired at Kitchen Culture, we still hold on to the belief that the Company can and will turn around once we have a new and highly capable management with integrity, transparency and vision in place and we will work hand-in-hand with them to ensure that Kitchen Culture become stronger than before.”
EGM Agenda
At the upcoming EGM on a date yet to be confirmed, 2 main agenda items among others to be raised are:
1. Removal of the following 5 Directors at the EGM should they not voluntarily resign before 5pm on 14 October 2022:
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.
Background
Kitchen Culture had been suffering from recurring losses and negative operating cash flow from its core business as a kitchen solutions provider for 8 years at the time of the acquisition by OOWAY Group.
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. at a purchase consideration of S$23.92 million 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.
At the time of the acquisition in 2020, it was envisaged that the combination of the newly-raised funds and OOWAY Technology’s cutting-edge technologies as well as extensive business networks and capabilities would ring in a new era of growth and profitability for Kitchen Culture.
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.
SGXNET References:
– 12 April 2022: General Announcement::UPDATE ON REVIEW BY BAKER TILLY CONSULTANCY (SINGAPORE) PTE. LTD. https://tinyurl.com/48fwfsfx
– 21 April 2022: General Announcement::ASSISTANCE IN THE REVIEW BY THE COMMERCIAL AFFAIRS DEPARTMENT https://tinyurl.com/2p8hfrdt
[1] “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.
[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.
About OOWAY Group Ltd.
OOWAY GROUP LTD. is a corporate entity registered with Accounting and Corporate Regulatory Authority which has a stake in OOWAY Technology Pte Ltd. OOWAY Group is an established big data, Artificial Intelligence (AI) and Blockchain technology provider of innovative solutions for the integration of cross-border trade. Its DIGIT platform (Digital Innovation of Global Integrated Trade) seamlessly integrates cross-border trade with all parties through all stages from initialization to conclusion. The use of AI enables the platform to collect and analyze data to recognize, predict and optimize the cross-border trade process for all parties involved. The use of Blockchain ensures transparency, traceability and immutability, and automatic updating of all documents in the cross-border trade process. www.ooway.com
Issued by OOWAY Group Ltd.
