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Kitchen Culture’s business transformation at risk – funds raised not accounted for

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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

About OOWAY Technology Pte. Ltd.

OOWAY Technology is a big data AI technology company which uses innovative applications to creatively design intelligent digital products and models used in multiple fields. It does so by forming a closed loop of the entire process which includes data collection, model analysis, and intelligent applications.

OOWAY's development of an advanced technology platform - DIGIT (Digital Innovation of Global Integrated Trade) propels it to leading the way in a new era of B2B trading 4.0. By integrating the vitality of global trading businesses with emerging digital technologies, OOWAY's credit 3.0 technology is combined to construct a smart platform that ensures the authenticity and credibility of global trade whilst reducing costs, increasing efficiency and facilitating trade in a more reliable fashion. OOWAY brings to users the 5S operating framework, pushing out a new form of Ultimate Trade (UT). This has enabled global trade to evolve towards a new stage of standardization and intelligence.

Issued by OOWAY Group Ltd.

Media Contact:
Email: service@ooway.com

Copyright 2022 ACN Newswire. All rights reserved. www.acnnewswire.comAs 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.

APE: Volume, whales, sentiment- Decoding rug pull theory’s authenticity

Tag Template - News Hub PRO CoinGenius Hosts Virtual Crypto Event The Road To Mass AdoptionAs the market turned green, many coins and tokens saw a gentle 24-hour recovery – nothing too dramatic or drastic. However, one token shot to high heaven even as those watching scratched their heads and wondered what kind of monkey business was going on. An extra-large banana split At press time, ApeCoin [APE] was trading […]
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NextPlay Technologies Acquires Assets and IP of Casual Game Publisher, goGame, to Integrate its HotPlay In-Game Advertising Technology

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SUNRISE, FL, Apr 20, 2022 - (ACN Newswire) - NextPlay Technologies, Inc. (Nasdaq: NXTP), a technology solutions company building a digital business ecosystem for digital advertisers, consumers, video gamers and travelers, has completed its previously announced acquisition of gaming assets and IP from goGame, a Singapore-based mobile casual video game publisher and technology company.

The acquired assets include goPlay, a new-gen game publishing platform featuring a tournament system, chat, payment, and 37 casual games ranging from arcade to strategy. NextPlay plans to complete the integration of its HotPlay in-game advertising (IGA) technology into the 37 goPlay games by year-end.

NextPlay also acquired from goGame a perpetual license to goPay, a payment aggregator that offers game developers multiple ways to more easily collect and process user payments. This includes carrier billing, over the counter, e-voucher, bank transfer and e-wallet. The goPay technology further extends NextPlay's existing payment services, offering access to a wider array of global payment providers.

"The key value for us in this acquisition is how the goPlay platform enables gamers to form a community within its ecosystem," noted NextPlay co-chief executive Nithinan (Jessie) Boonyawattanapisut. "We see this providing a ready-made platform to launch our HotPlay IGA technology, with this leading to new revenue streams and expansion of our reach to users in many additional countries around the world."

As a fully owned brand, goPlay brings Nextplay:

- Web destination for players to gather and engage in social play across a catalogue of well-crafted, hyper casual games.
- Set of new technologies and APIs, such as social graph, chat, and game tournament backend services, for integration into the company's advertising and game services offering and delivered via its core game software development kit across web, set-top box, and mobile platforms.
- New revenue stream through goPay payments and ability to harness exciting new partnerships in key areas of NextPlay's broader market focus, such as NFT gaming and cryptocurrency.

goPlay and goPay offer a core set of compelling features that are perfect for a wide variety of platform partners who will be able to sign up under an Open Beta this summer. The goGame offerings will become part of the NextPlay suite of customizable products that can be tailored to fit the individual needs and capabilities of B2B and B2C operators across the globe.

NextPlay also plans to introduce goPlay game users to its NextFinancial fintech-oriented products, including crypto banking, micro-lending, and potential insurance services. Across each of these offerings, NextPlay would also have full access to goGame's payment processing gateway goPay.

For further details about the NextPlay's asset and IP purchase from goGame, please see the NextPlay Form 8-K filing with the U.S. Securities and Exchange Commission at www.sec.gov, and also available in the nextplaytechnologies.com investor relations section.

About goGame

Go Game Pte Ltd is a game company headquartered in Singapore, with offices in Malaysia, Philippines, Taiwan, Thailand, and Vietnam. Founded in July 2015 by industry veteran David Ng, the company first made headlines for securing major investments from gaming giant SEGA and venture capitalist Incubate Fund Japan. The 200-strong team has collaborated on projects with SEGA, Disney, Colopl and Viacom. For more information, visit gogame.net

About NextPlay Technologies

NextPlay Technologies, Inc. (Nasdaq: NXTP) is a technology solutions company offering games, in-game advertising, crypto-banking, connected TV and travel booking services to consumers and corporations within a growing worldwide digital ecosystem. NextPlay's engaging products and services utilize innovative AdTech, Artificial Intelligence and Fintech solutions to leverage the strengths and channels of our existing and acquired technologies. For more information about NextPlay Technologies, visit www.nextplaytechnologies.com and follow us on Twitter @NextPlayTech and LinkedIn.

Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of, and within the safe harbor provided by the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations, opinions, beliefs or forecasts of future events and performance. A statement identified by the use of forward-looking words including "will," "may," "expects," "projects," "anticipates," "plans," "believes," "estimate," "should," and certain of the other foregoing statements may be deemed forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release. Factors that may cause such a difference include risks and uncertainties related to our need for additional capital which may not be available on commercially acceptable terms, if at all, which raises questions about our ability to continue as a going concern; the fact that the COVID-19 pandemic has had, and is expected to continue to have, a significant material adverse impact on the travel industry and our business, operating results and liquidity; amounts owed to us by third parties which may not be paid timely, if at all; certain amounts we owe under outstanding indebtedness which are secured by substantially all of our assets and penalties we may incur in connection therewith; the fact that we have significant indebtedness, which could adversely affect our business and financial condition; uncertainty and illiquidity in credit and capital markets which may impair our ability to obtain credit and financing on acceptable terms and may adversely affect the financial strength of our business partners; the officers and directors of the Company have the ability to exercise significant influence and voting control over the Company; stockholders may be diluted significantly through our efforts to obtain financing, satisfy obligations and complete acquisitions through the issuance of additional shares of our common or preferred stock; if we are unable to adapt to changes in technology, our business could be harmed; our travel business depends substantially on property owners and managers renewing their listings; if we do not adequately protect our intellectual property, our ability to compete could be impaired; our long-term success depends, in part, on our ability to expand our property owner, manager and traveler bases outside of the United States and, as a result, our business is susceptible to risks associated with international operations; unfavorable changes in, or interpretations of, government regulations or taxation of the evolving ALR, Internet and e-commerce industries which could harm our operating results; risks associated with the operations of, the business of, and the regulation of our recent acquisitions of Longroot Holding (Thailand) Company Limited (Longroot), HotPlay Enterprise Limited (HotPlay) and NextBank International (formerly IFEB); the market in which we participate being highly competitive, and because of that we may be unable to compete successfully with our current or future competitors; our potential inability to adapt to changes in technology, which could harm our business; the volatility of our stock price; risks associated with the integration of the operations of HotPlay, Longroot and IFEB, which acquisitions we recently competed; the fact that we may be subject to liability for the activities of our property owners and managers, which could harm our reputation and increase our operating costs; and that we have incurred significant losses to date and require additional capital which may not be available on commercially acceptable terms, if at all. More information about the risks and uncertainties faced by NextPlay are detailed from time to time in NextPlay's periodic reports filed with the SEC, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, under the headings "Risk Factors". These reports are available at www.sec.gov. Other unknown or unpredictable factors also could have material adverse effects on the Company's future results and/or could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made only as of the date hereof. The Company takes no obligation to update or correct its own forward-looking statements, except as required by law, or those prepared by third parties that are not paid for by the Company. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Source: NextPlay Technologies, Inc.

Company Contact:
NextPlay Technologies
Richard Marshall
Director of Corporate Development
Tel (954) 888-9779
rmarshall@monakergroup.com

Copyright 2022 ACN Newswire. All rights reserved. www.acnnewswire.comNextPlay Technologies, Inc. (Nasdaq: NXTP), a technology solutions company building a digital business ecosystem for digital advertisers, consumers, video gamers and travelers, has completed its previously announced acquisition of gaming assets and IP from goGame, a Singapore-based mobile casual video game publisher and technology company.

Cornell Blockchain Club’s 2nd Annual Conference, ‘Web3 Going Mainstream,’ Set to Kick off

Ithaca, NY, Apr 18, 2022 - (ACN Newswire) - Cornell Blockchain Club's 2nd Annual Conference, "Web3 Going Mainstream," is set to kick off Friday, April 22nd at Roosevelt's Island in NYC. The one-day event serves to highlight how Web3 is simultaneously transcending institutional, academic, and corporate spheres.

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In attendance will be the world's leading industry professionals, researchers, and firms, including John Wu (President of Ava Labs), Arwin Holmes (EY Global Blockchain CTO), Joe Conyers (Head of NFTs at Crypto.com), Algorand, FTX, Chainalysis, Gemini, Messari, DyDx, and many more.

This year's agenda is split into four parts: DeFi, NFTs, Regulation, and Institutions, which all have a large role to play in "Web3 Going Mainstream."

There is no university blockchain club better to host this event than Cornell's. In 2019, Cornell Blockchain Club hosted their first annual Blockchain conference which was deemed a success after 250+ attendees came to hear Emin Gun Sirer (Founder/CEO of Ava Labs), Sam Cassatt (CSO at Consensys), Kathleen Breitman (Co-Founder of Tezos) and many more speak. In fact, it was such a success that the members got to ring the Nasdaq bell.

Additionally, Cornell University has an extensive history with the development of Web3. Founded in 2017, Cornell Blockchain Club was the nation's first official university blockchain club. Since then, Cornell was named #1 University in the world for Crypto Education in 2019 by Coinbase, has created a semester-long undergraduate class with over 130 students, and has cultivated project teams who have done things like creating a Uniswap Arbitrage Bot and conducting research for the Web3 Foundation.

Cornell Blockchain Club hopes to you bridge the gap at "Web3 Going Mainstream." Follow along and stay updated here: cornellblockconference.com

Tickets

https://www.eventbrite.com/e/cornell-blockchain-conference-2022-web3-going-mainstream-tickets-273968205277

Social Links
https://twitter.com/cbc_2022
https://twitter.com/CUBlockchain/
https://www.linkedin.com/company/cornell-blockchain

Media Contact
Brand: Cornell Blockchain Club
Contact: Mac Naggar, Head of Advisory
E-mail: blockchain@cornell.edu
Website: https://cornellblockchain.org/

SOURCE: Cornell Blockchain Club



Copyright 2022 ACN Newswire. All rights reserved. www.acnnewswire.com

The Importance Of Having An Estate Plan For Your Bitcoin

Bitcoin users need to seriously consider their plan for what will happen to their bitcoin when they pass away. Having an estate plan is necessary.

Bitcoin investors who can’t ‘bear’ the price fall should take note of this

Tag Template - News Hub PRO CoinGenius Hosts Virtual Crypto Event The Road To Mass AdoptionIs Bitcoin going up or down? Every analyst has their own answer and as investor sentiments get muddled, so does the king coin’s price. Throw in war, a pandemic, inflation, and you have yet more factors that could be driving the price either into bullish or bearish territory. To that end, let’s see what the […]

Fantom: Where you can consider going long on FTM and why

Tag Template - News Hub PRO CoinGenius Hosts Virtual Crypto Event The Road To Mass AdoptionFantom’s (FTM) price action has looked rather bumpy over the last 30 days. After breaking out of its four-month down-channel, the sellers quickly halted the rally as the price pulled back toward the $0.18-mark. On the charts, the alt faltered at the $1.6-resistance. However, there seemed to be some near-term revival potential if it sustains […]

CMGE’s (0302.HK) seven-fold growth in international revenues: an emerging growth engine

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HONG KONG, Apr 13, 2022 - (ACN Newswire) - Despite regulation and a suspension of new game licenses in China, CMGE (0302.HK) grossed RMB3,957 million in 2021, representing a year-on-year increase of 3.6%, according to its 2021 annual earnings report. The company's gross profit margin increased to 37.2% in 2021 from 32.0% in 2020, while gross profit totaled RMB1,473 million, a year-on-year increase of 20.5%.

Jian Xiao, Executive Director, Chairman and CEO of CMGE, stated at the Performance Meeting that several games to be released in 2021 had been delayed due to the failure of achieving the game license as scheduled, as well as greater contributions to development and research, caused 2021 adjusted net margin to decline by 21.9%

With strong performance in 2020, CMGE's performance in 2021 is virtually superior to that of most peer companies.

01. The company's games have achieved international success with a year-on-year international game publishing revenue increasing by 7,260%, and another growth engine emerges.

CMGE's financial statements show that its profits are essentially sourced from developing and operating IP-based games, RMB905 million of which is sourced from the profits of its game development, representing a year-on-year increase of 23.9% and accounting for 22.9% of its annual business revenues, and RMB232 million of which is sourced from the profits of its IP licensing, doubled over the last year, representing a year-on-year increase of 106.9%, showing the abundant IP reserves and outstanding performance of its self-development strategy.

It's noteworthy that CMGE gained revenue of RMB459 million overseas, a year-on-year increase of 72 times. With this growth, its international revenue increased to 11.6% in 2021 from 0.2% in 2020, sharply representing the great progress from its overseas strategy of games.

According to an insider, it's inevitable for domestic game developers to make a breakthrough by surviving on international markets under the more serious regulation. Also, to survive on international markets, the company is facing challenges in all aspects such as the research and development of products, operation, marketing and organization. To survive on international markets has become a key indicator to measure whether a game developer is of competence.

At the Performance Meeting, Jian Xiao stated that CMGE, having committed to international game markets, has provided multiple games products in Hong Kong, Macao and Taiwan, Southeastern Asia, Europe and America and has created professional localization teams in products operation, marketing, user service and advertising. With the success of several products in practice, the international markets will be further developed, the revenue of which will also be increasing.

02. The company has laid a strong foundation for challenges with a year-on-year contribution increase of 48.9% in R&D for core competence of excellent self-developed products.

The research and development is a must for excellent products, and CMGE's financial statements shows that it has been committed to the research and development. As indicated by a set of data, CMGE has a R&D team of 624 professionals by the end of the period, representing a year-on-year increase of 30.0%; its contributions to the R&D are increased from RMB208.6 million in 2020 to RMB310.7 million in 2021, representing a year-on-year increase of 48.9% and accounting for 7.9% of the corporate revenue.

CMGE has also invested in great game developers to develop game business. According to the financial statements, CMGE has invested in over 20 game developers directly or by convertible bonds in recent years.

With its investment, merger and self-development, CMGE's R&D has become mature gradually with five major game types - numerical games, platform games, strategy games, E-sports games and card games, and several new R&D studios and subsidiaries have also been established.

In the long run, the enhanced R&D will lay a strong foundation for the continuous development of products for a game company.

Jiao Xiao believes that as the game industry has been more and more limited and regulated, the game companies must pay more attention to high-quality, multi-platform and long-cycle products and gain profits of one game from multiple platforms. Also, the companies need to attract more loyal customers and enhance user stickiness by the worldview and IP of games, social function and other factors.

Driven by technologies, the game developers should develop more quality products to meet new demands of gamers. The game "Sword and Fairy: World" self-developed by CMGE to be released is a model one.

"Sword and Fairy: World", based on the worldview and IP of "Sword and Fairy", is an immersive open-world RPG where gamers are provided with great freedom to make choices. The game is available on multiple devices including PC, console, mobile phone and VR. The game art meets the VR standard to offer the best immersive experience for gamers. CMGE expects that "Sword and Fairy: World" will be developed into a bestselling strategy game with an annual revenue of over RMB3,000 billion, a high profit ratio and a long life cycle.

03. The company expects a promising future as the returns of self-developed products in international markets will begin after significant games are released.

Next, CMGE is going to release a series of self-developed products and further promote its international markets strategy to earn more reputation among international gamers.

CMGE is scheduled to release several new games with license in the first half of 2022, including "A New Record of a Mortal's Journey to Immortality", "Ultraman: Assembly" and "All Star Fight" that were released this January.

In addition, CMGE is also looking forward to the license of several major new games including "Sword and Fairy: Wen Qing", "Rakshasa Street: Chosen One", "Cultivation Fantasy" and "Daily Life of Group Chat".

As for the expected time when the license will be granted, Jian Xiao holds the view that the reason why the authority has stopped granting game licenses is essentially related to the improvement and review of the game protection system for the minors. In the long run, the government will still support the healthy development of game industry.

In addition, the key product "Sword and Fairy: World" is about to undergo the first test in August 2022 and to be released around the middle of 2023. And the E-sports game "Code: Basketball 3V3" developed by Shanghai Zhoujing will be tested by the end of 2022 and released around the middle of 2023.

At the Performance Meeting, Jian Xiao stated that considering the status quo, the company's R&D will truly pay off in 2023 with a target that the revenue of independent R&D business accounts for 40% or even more of the total revenue in 2023.

Please contact:
PEANUT MEDIA LIMITED
Lu Jing / He MeiYu
Direct Line: (+86) 755-61619798 +8210
Email: hswh@czgmcn.com

Copyright 2022 ACN Newswire. All rights reserved. www.acnnewswire.comDespite regulation and a suspension of new game licenses in China, CMGE (0302.HK) grossed RMB3,957 billion in 2021, representing a year-on-year increase of 3.6%, according to its 2021 annual earnings report.
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