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

  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