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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.
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Avalanche, Polkadot, NEAR Protocol Price Analysis: 20 April

Avalanche, Polkadot, NEAR Protocol Price Analysis: 20 AprilBitcoin faced resistance from the $41.5k level and has been trading sideways the previous day. Its swift move past the $40k mark has seen the altcoin market assume a bullish outlook as well. Avalanche faces strong resistance from the $82 area, while Polkadot and NEAR offered near-term buying opportunities. Avalanche (AVAX) Avalanche is trading within […]

Society Pass spins-off Leflair into Leflair Group, appoints Group CEO; to become next Super Distributor Nexus in SEA’s Lifestyle Retail Ecosystem

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SINGAPORE, Apr 15, 2022 - (ACN Newswire) - Society Pass Inc (SoPa) (NASDAQ: SOPA), a leading Southeast Asian loyalty and ecommerce ecosystem, today announced the completion of restructuring Leflair's Vietnam operations with the spin-off of Leflair Group (LFGroup). Along with this restructuring, SoPa has appointed Loic Gautier as Chief Executive Officer of the new Leflair Group. Ngo Thi Cham, Vietnam Country Head of SoPa and current Managing Director of Leflair, will become Leflair Group's Chief Operating Officer and work alongside Loic in driving the business towards its next stage of growth.

As a result of this corporate restructuring, the Leflair Group is set to become Southeast Asia's next lifestyle retail super distributor nexus, evolving from a single discounted platform to a lifestyle retail ecosystem, providing shoppers with an integrated and unique shopping experience from online to offline. The Leflair Group will continue to pursue acquisition of companies in the e-commerce, lifestyle retail and online advertising verticals.

Ray Liang, CFO of SoPa Group, commented, "After the IPO of SoPa last year, we have been working on a new strategy for Leflair, in order to maximize its potential as a destination for lifestyle shopping in Southeast Asia. To facilitate this, we are happy to welcome back Loic Gautier as Group CEO, joining our executive team and becoming the driving force of Leflair Group in the future. At SoPa, hiring key talent is among our top priorities, and we always welcome Leflair's old talents to return, and work with the team to carry Leflair to new heights. Having Loic return as the CEO of Leflair Group ensures continuous and sustainable growth for Leflair in the years to come. The new recruitment also enables us to carry out larger plans for Leflair, evolving from a single online platform to become a true ecosystem for lifestyle shopping."

Since its IPO on the Nasdaq last year, SoPa has focused on M&A activities to expand the ecosystem with other online platforms across 6 verticals: lifestyle, F&B, travel, digital media, and B2B software and loyalty technology in the top three V.I.P countries of Southeast Asia - Vietnam, Indonesia, Philippines. Through these business lines, SoPa improves the interconnectedness and support within its ecosystem, fulfilling its mission to connect millions of registered consumers with thousands of registered merchants across Southeast Asia.

With this appointment, Loic will be responsible for managing Leflair Group's growth and expansion strategy, introducing the Leflair platform to other Southeast Asian countries, as well as managing future acquisitions to expand group activity into other smaller segments within the lifestyle retail industry.

As CEO of the new Leflair Group, Loic said, "It's an honor to receive SoPa's trust. With this spin-off, Leflair now has a new medium to maximize its full growth potential. By pivoting from a single platform to an integrated lifestyle retail ecosystem, we seek to connect all players within the lifestyle retail value chain, from brand distributors, to offline stores, ecommerce platforms and delivery companies. The new vision makes Leflair a pioneer in redefining the lifestyle and ecommerce retail market across Southeast Asia."

According to Loic, Leflair Group is working on ambitious plans for the period ahead, aiming for extensive funding rounds and a roadmap to IPO in the near future. To learn more, please visit websites www.thesocietypass.com and www.leflair.com.

About Society Pass

Society Pass is a leading loyalty and data marketing ecosystem that operates multiple e-commerce and lifestyle platforms across its key markets. Its business model focuses on collecting user data through the expected circulation of its universal loyalty points. It seamlessly connects consumers and merchants across multiple product and service categories fostering organic loyalty. Since its inception, SoPa has amassed over 1.6 million registered consumers and over 5,500 registered merchants/brands on its platform. It has invested 2+ years building proprietary IT architecture with cutting edge components to effectively scale and support its Platform's consumers, merchants, and acquisitions.

SoPa provides merchants with SoPa.asia, an online commerce platform for users; #HOTTAB Biz, an order management app for business partners on SoPa.asia; and #HOTTAB POS, a specialized POS technology solution and comprehensive system for payment, loyal customer management, user's profile analytics, and financial support packages for small and medium-sized enterprises. These tools attract and retain customers with personalized interaction based on analytics and high profit margins. SoPa operates Leflair.com, Vietnam's leading lifestyle e-commerce platform, Pushkart.ph, a popular grocery delivery company in Philippines, and Handycart.vn, a leading online restaurant delivery service in Vietnam. Please visit http://thesocietypass.com.

About Leflair

Based in Ho Chi Minh City, Leflair is Vietnam's leading lifestyle e-commerce platform for Fashion, Beauty and Home Furnishing products. Launched in December 2015, Leflair was selling more than 2,500 brands via its flash-sales model. SoPa acquired Leflair's assets in February 2021, relaunching the platform in September 2021, and spinning-off the Leflair Group in April 2022. For more information, please visit https://leflair.com.

Media Contact
Precious Communications for SoPa
sopa@preciouscomms.com
+65 6303 0567


Copyright 2022 ACN Newswire. All rights reserved. www.acnnewswire.comSociety Pass Inc (Nasdaq: SOPA) today announced the completion of restructuring of Leflair Vietnam's operations into a separate entity - Leflair Inc ("Leflair Group"). Along with this corporate restructuring, SoPa appointed Loic Gautier to become the new Group Chief Executive Officer of Leflair Group.

OKLink Insights: OKLink releases the Global Crypto Market 2022/Q1 Report

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BEIJING, Apr 13, 2022 - (ACN Newswire) - The OKLink team released the Global Crypto Market 2022/Q1 report on April 10, which contains a thorough review on the market performance of various public blockchain as well as in-depth discussion of popular fields and topics in the first quarter.

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OKLink: Preparing for a prosperous multi-chain era as Ethereum 2.0 is drawing near. [OKLink Global Crypto 2002/Q1 Report]

According to OKLink data, MicroStrategy is by far the largest holder of bitcoin amongst overseas listed companies. It has been hoarding bitcoin since August 2020 and held a total of $5.8 billion worth of 129,218 BTC by the end of the first quarter of 2022, an amount even more than the market capitalization of MicroStrategy itself and three times the position that a certain automobile company held.

For now, Ethereum ecosystem has the most dynamic and viable players of all public blockchains, yet its high Gas fee and network congestion has always been denounced, which results in its decision on moving to 2.0 stage in order to thoroughly solve the congestion on-chain and improve the scalability of the Ethereum blockchain.

Here the core change is the transformation from PoW algorithm to PoS algorithm. And 2022 is a crucial year for Ethereum's plan on 2.0 phase, which could set the stage for Ethereum to become a world-class financial settlement layer and DApp infrastructure.

Staking of ETH is a key step in Ethereum's transition to 2.0. According to OKLink data, more than 10 million ETH have been staked to ETH 2.0 contract. To be more precisely, as of March 31, ETH 2.0 contract has received a total of 10,989,186 ETH, which accounts for 9.3% of total ETH in circulation. This could be a sign that we may soon see an Ethereum that has greatly improved in scalability, security and sustainability.

In addition, several EVM (the core underlying component of Ethereum) based ecology such as Polygon and Fantom rose up to popularity as they promise a lower cost compared to Ethereum

OKLink emphasized in the report that Non-EVM based public blockchains would provide new options for users to move their assets by adding EVM compatibility; besides, this would bring more composability to the global blockchain ecology and accelerate the prosperity of multi-chain era by integrating widely accepted standards.

With the rapid development of global blockchain and crypto market, the processing and analysis of large number of diverse data on blockchains may help in grasping the trend of the crypto market. In this regard, based on self-developed technology platform and rich experience in blockchain data processing and analysis, OKLink has launched a series of data reports reflecting the development of blockchain and crypto industry, and will continue providing support for the development and prosperity of the blockchain industry.

For more information on the Global Crypto Market 2022/Q1 report, please visit:
https://www.oklink.com/academy/zh/hot-oklink-quarterly-insights-q1

About OKLink
As one of the earliest founded blockchain companies in China, OKLink has committed to R&D and commercial application of blockchain technology since its establishment in 2013, and has developed into a world-renowned blockchain technology and data service provider. The company now holds industry leading visual blockchain data processing and analysis tools, integrating big data, AI and other advanced technologies to analyze and process complex and diverse blockchain data.

Media Contact
Norman SUN, OKLink
E: cooperation@oklink.com
U: https://www.oklink.com


Copyright 2022 ACN Newswire. All rights reserved. www.acnnewswire.comOKLink team had just released their Global Crypto Market First Quarter Report 2022 on April 10, which contains a thorough review on the market performance of various public blockchain as well as in-depth discussion of popular fields and topics in the first quarter.

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Quant Explains How Bitcoin Funding Rate Predicted The Latest Top

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A quant has explained how the Bitcoin funding rate (72 hour) may be able to correctly signal tops and bottoms in the price of the crypto. Bitcoin Funding Rate May Be Able To Indicate Tops And Bottoms In The Market As explained by an analyst in a CryptoQuant post, the 72-hour version of the funding…

The post Quant Explains How Bitcoin Funding Rate Predicted The Latest Top appeared first on Bitcoin News Miner.

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