- OOWAY Group deeply disappointed over gaps and risks uncovered in audit, including lack of accountability, traceability and interested party clarity, seeks answers.

- OOWAY Group committed to grow new business and provide funding support to Kitchen Culture in the near term.

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]:

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