– S$1.5 million interest-free loan with no precondition that a specific candidate had to be appointed as CFO of the Company (contrary to what is alleged by Kitchen Culture) was offered by OOWAY Group
– OOWAY Group invites Kitchen Culture to circulate the final 8 June 2022 Term Sheet of the unconditional interest-free loan to its shareholders for purpose of transparency
– OOWAY Group surprised that Kitchen Culture did not accept the unconditional interest-free loan and revealed subsequent S$1.0 million loan taken by Kitchen Culture had a levied interest rate of 10% per annum upfront with an additional term that the loan could be defaulted if there was any change in the composition of the Board
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.
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