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DISCLOSEABLE TRANSACTIONLICENSING AGREEMENT

2024-06-28 00:00:00

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.KING OF CATERING (GLOBAL) HOLDINGS LTD.(formerly known as WAC Holdings Limited) (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8619) DISCLOSEABLE TRANSACTION LICENSING AGREEMENT On 27 June 2024 KOCHK entered into a Licensing Agreement with KOCJ pursuant to which KOCHK will develop C-PON business worldwide.As the applicable percentage ratio is more than 5% but less than 25% the transaction contemplated under the Licensing Agreement constitutes a discloseable transaction of the Company under Rule 19.06 of the GEM Listing Rules.On 27 June 2024 KOCHK entered into a Licensing Agreement with KOCJ pursuant to which KOCHK is authorised to develop business of a multi-purpose platform called C-PON which is currently owned and operating by KOCJ in Japan worldwide. 1The major terms of the Licensing Agreement are as follows: LICENSING AGREEMENT Date: 27 June 2024 Parties: (i) the Licensor: KOC Japan Inc.(ii) the Licensee: King Of Catering (Hong Kong) Ltd.To the best of the Directors’ knowledge information and belief having made all reasonable enquiry the Licensor and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons (as defined in the GEM Listing Rules) of the Company.Licensed subject matter: develop C-PON business worldwide which includes: 1) providing coupon and payment function and discount to members on alliance restaurants; 2) operating hair removal business with brand name “MUSEE”; 3) offering online medical treatment function integrated with Artificial Intelligence feature.Commencement Date: means the date of signing of the Licensing Agreement Consideration: The Licensee will pay the following fee and profit sharing to the Licensor: License Fee The Licensee will pay to the Licensor a l icense fee of HK$100000. 2Profit Sharing The Licensee will pay to the Licensor 10% of audited annual profits after tax in Hong Kong with a maximum amount of HK$3000000 per year.Ownership: All intellectual property rights will be in the name of the Licensor and owned by the Licensor.Term: Unless earlier terminated as agreed by both parties the Licensing Agreement shall commence on the Commencement Date and shall continue for an initial term of two (2) years.INFORMATION OF KOCJ C-PON is a multi-purpose platform and it was developed and operating in Japan by KOCJ which combines coupon and payment functions. It currently has approximately 1.5 million users and over 10000 merchants in Japan. KOCJ also owns a hair removal chain stores Musee Platinum which has approximately 4.5 million members and 185 shops.C-PON has been upgraded in April 2024 to support Chinese Korean and English as well as Japanese. In addition an online multilingual medical treatment and consultation system integrated with Artificial Intelligence technology is also going to be launched in 2024. This system allows doctors and patients to talk to each other in real-time across countries without language barriers. The AI function can also suggest a post-operative images to the patient.C-PON is also going to include a live commerce function which can dramatically increase sales of products that require video explanations such as cosmetics. 3With the release of these new functions KOCHK and KOCJ are convinced that the C-PON business model developed by KOC JAPAN can be used globally.And now KOCHK and KOCJ are pleased to announce that they have signed a Licensing Agreement and KOCHK will become a licensee and develop C-PON platform and operate C-PON business worldwide.Under the Licensing Agreement the Group and KOCJ will work together and develop a cross- border C-PON platform business globally.REASONS FOR AND BENEFITS OF ENTERING INTO THE LICENSING AGREEMENT The Group would from time to time identify business opportunity that could broaden the income base of the Group and create maximum return the Shareholders. The Board believes that the entering into the Licensing Agreement represents a good opportunity for the Group to explore and diversify its business in food and beverage and IT business segment and thereby enhancing the profitability of the Group as a whole.GEM LISTING RULES IMPLICATION As the applicable percentage ratio is more than 5% but less than 25% the transaction contemplated under the Licensing Agreement constitutes a discloseable transaction of the Company under Rule 19.06 of the GEM Listing Rules. 4DEFINITIONS In this announcement unless the context otherwise requires the following expressions shall have the following meanings: “Board” the board of Directors “Company” King of Catering (Global) Holdings Ltd. a company incorporated under the laws of the Cayman Islands with limited liability and the shares of which are listed on the GEM of the Stock Exchange “C-PON” a comprehensive platform which combines coupon and payment functions to be used and operate as contemplated under the Licensing Agreement “Director(s)” director(s) of the Company “GEM Listing Rules” the Rules Governing the Listing of Securities on the GEM of the Stock Exchange “Group” the Company and its subsidiaries “HK$” Hong Kong dollars the lawful currency of Hong Kong “KOCJ” KOC Japan Inc. a company established in Japan “KOCHK” King Of Catering (Hong Kong) Ltd. an indirectly wholly owned subsidiary of the Company “Licensing Agreement” the licensing agreement dated 27 June 2024 entered into between KOCHK and KOCJ in relation to the subject matter “Shareholders” holders of the Shares By Order of the Board King of Catering (Global) Holdings Ltd.Dr. Chan Yin Nin Chairman Hong Kong 27 June 2024 5As at the date of this announcement the Board comprises Dr. Chan Yin Nin Mr. Kwong Po Lam Mr. Man Kwok Hing Ms. Leung Suet Yiu Mr. Kazuya Yanagihara and Mr. Tsang Wing Ki as executive Directors; Mr. Fukumitsu Hirokazu and Mr. Takeda Masahiro as non-executive Directors; and Mr. Choy Wai Shek Raymond Mr. Sze Kyran and Ms. Siu Yuk Ming as independent non-executive Directors.This announcement for which the Directors collectively and individually accept full responsibility includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this announcement misleading.This announcement will remain on the “Latest Listed Company Information” page of the Stock Exchange website at http://www.hkexnews.hk for at least seven days from the date of its publication and the Company’s website at http://www.wcce.hk. 6