{"url_path":"/sec/cchh/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 Information on the Company**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2074123/0001213900-26-057844-index.html","accession_number":"0001213900-26-057844","cik":"0002074123","ticker":"CCHH","issuer_name":"CCH Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2074123/0001213900-26-057844-index.html","primary_entity_key":"0002074123","primary_entity_name":"CCH Holdings Ltd"},"word_count":9610,"has_tables":true,"body_markdown":"**Item\n4. Information on the Company**\n\n \n\n4A.\nHistory and Development of the Company\n\n \n\nCCH\nHoldings Ltd was incorporated in the Cayman Islands on December 2, 2024 as an exempted company with limited liability under the Companies\nAct. As a holding company without any business operations, CCH Holdings Ltd wholly owns our Malaysian subsidiary, Signature Tasty Claypot\nHouse Holding Sdn. Bhd. (“STCH Holding”), which, in turn, wholly owns our other five Malaysian subsidiaries. One of our Malaysian\nsubsidiaries, GTL F&B Sdn. Bhd. (“GTL F&B”) further holds 80% of the equity interest in another Malaysian entity,\nGEF Family Food Court Sdn. Bhd (“GEF Family”). Our principal executive offices are located at No. 1, Jalan Perda Jaya, Kawasan\nPerniagaan Perda Jaya, 14000 Bukit Mertajam, Pulau Pinang, Malaysia. Our telephone number at this address is +(60) 4-5307694. Our\nregistered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand\nCayman, KY1-1104, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East\n42nd Street, 18th Floor, New York, NY 10168. Our website address is *https://www.chickenclaypothouse.com.my/*/.\nInformation contained on, or that can be accessed through, our website does not constitute a part of this annual report and is not incorporated\nby reference herein. We have included our website address in this annual report solely for informational purposes. The SEC maintains\nan Internet site that contains reports, proxy and information statements, and other information regarding issuers, such as we, that file\nelectronically, with the SEC at www.sec.gov.\n\n \n\nSTCH\nHolding was incorporated on May 8, 2019, currently the operating entity of four of our company-owned restaurant outlets. It also\nserves the following operational functions: (i) the operator of our central kitchen; (ii) the licensor for our brands Chicken\nClaypot House and Zi Wei Yuan and (iii) a general trader since we are involved in the business of selling food ingredients and condiments\nto local distributors or franchised restaurant outlets. CCH Holdings Ltd acquired 100% of the equity interests in STCH Holding on June 5,\n2025.\n\n \n\n21\n\n \n\nEach\nof our other five Malaysian subsidiaries was originally incorporated as an operating entity of our restaurant outlets during the course\nof our continued expansion. STCH Holding acquired 100% of the equity interests in each of the following entities in May 2025 as\na result of a reorganization in preparation of this offering (the “Reorganization”).\n\n \n\n●Signature\nTasty Claypot House (GH) Sdn. Bhd. (“STCH GH”), incorporated on October 1,\n2019, is currently the operating entity of one of our company-owned restaurant outlets.\n\n \n\n●CHH\nKL Group Sdn. Bhd. (“CHH KL”), incorporated on March 9, 2021, is currently\nthe operating entity of four of our company-owned restaurant outlets.\n\n \n\n●GTL\nF&B, incorporated on November 11, 2021, is currently the operating entity of one\nof the food courts operated by us.\n\n \n\n●Zi\nWei Yuan (Raja Uda) Sdn. Bhd. (“ZWY Raja Uda”), incorporated on April 11,\n2022, is currently the operating entity of four of our company-owned restaurant outlets.\n\n \n\n●CCH\nTropika Sdn. Bhd. (“CCH Tropika”), incorporated on October 21, 2022, is\ncurrently the operating entity of one of our company-owned restaurant outlets.\n\n \n\nGEF Family was incorporated on May 11, 2022. Since May 15, 2025, GTL F&B\nholds 80% of the equity interest in GEF Family, which is currently the operating entity of one of the food courts operated by us. Such\nfood court commenced operation on June 26, 2025.\n\n \n\n*Dual Class Structure*\n\n \n\nOn March 4, 2026, we held an annual general meeting of shareholders (the\n“AGM”), during which the shareholders, among others, approved to amend and reclassify the authorized share capital by (a)\nredesignating and reclassifying (i) 9,720,000 ordinary shares of a par value of US$0.00001 held by Goh Kok Foong as Class B ordinary shares\nwith a par value of US$0.00001 each and (ii) 3,990,280,000 issued and unissued ordinary shares of a par value of US$0.00001 as Class A\nordinary shares of a par value of US$0.00001 each.  Each Class B Ordinary Share shall be entitled to fifty (50) votes and each Class\nA Ordinary Share shall be entitled to one (1) vote on all matters subject to a vote at general meetings of the shareholders, respectively.\nClass A Ordinary Shares and Class B Ordinary Shares shall rank pari passu in all respect with each other and have the same rights and\nare subject to the same restrictions in all other matter. Following the re-designations, the authorized share capital of the Company will\nbe US$50,000 divided into 5,000,000,000 shares of a par value of US$0.00001 each, comprising (i) 3,990,280,000 shares are designated as\nClass A ordinary shares of a par value of US$0.00001 each, (ii) 9,720,000 shares are designated as Class B ordinary shares of a par value\nof US$0.00001 each, and (iii) 1,000,000,000 shares of a par value of US$0.00001 each of such class or classes (however designated) as\nthe board of directors may determine in accordance with the memorandum and articles of association of the Company. Furthermore, in the\nAGM, the shareholders approved that the board of directors of the Company may determine by resolution of directors, to redesignate any\nClass A ordinary shares of a par value of US$0.00001 as Class B ordinary shares of a par value of US$0.00001 so long as the total number\nof Class B Ordinary Shares does not exceed 15,000,000 shares, subject to proportional adjustment in the event of the Consolidations (as\ndefined below) (the “Board Redesignation”). Furthermore, the board of directors of the Company may, by a resolution of directors,\neffectuate share consolidation whereby (i) under certain condition, (a) every ten (10) issued and unissued existing Class A ordinary shares\nof a par value of US$0.00001 each be consolidated into one (1) Class A ordinary share (the “First Consolidation”); and (b)\nevery ten (10) issued and unissued existing Class B ordinary shares of a par value of US$0.00001 each be consolidated into one (1) Class\nB ordinary, and following the First Consolidation; (ii) subsequent to the First Consolidation, under certain condition, (a) every twenty\nfive (25) issued and unissued existing Class A ordinary shares of a par value of US$0.00001 each be consolidated into one (1) Class A\nOrdinary Share (the “Second Consolidation”, and together with the First Consolidation, the “Consolidations”);\nand (b) every twenty five (25) issued and unissued existing Class B ordinary shares of a par value of US$0.00001 each be consolidated\ninto one (1) Class B Ordinary Share. As of the date of this annual report, the board of directors of the Company has not effectuated any\nof the Board Redesignation or Consolidations.\n\n \n\n4B.\nBusiness Overview\n\n \n\nWe are one of the leading specialty\nhotpot restaurant chains in Malaysia, specializing in chicken hotpot and fish head hotpot. With roots in George Town, Penang, Malaysia\nsince 2015, we have become a top player in the specialty hotpot market in Malaysia.\n\n \n\nWe are committed to providing\nthe most authentic Sichuan hotpot experience with Hong Kong style chicken hotpot traditions, to suit the discerning Malaysian palate.\nWith our established brands in specialty hotpot and exclusive signature dishes that are well received by customers, we are committed\nto further expanding our reach in Malaysia and beyond.\n\n \n\n22\n\n \n\nWe offer catering services in Malaysia and outside Malaysia mainly under\ntwo brands, namely Chicken Claypot House (鸡煲之家) for our chicken hotpot restaurants and Zi Wei Yuan (紫薇园)\nfor our fish head hotpot restaurants through a combination of company-owned restaurant outlets and franchised restaurant outlets. As of\nthe date of this annual report, we operate or license a total of 27 restaurant outlets, among which there are 17 Chicken Claypot House\nrestaurant outlets, one Zi Wei Yuan restaurant outlet, two food courts under the brand 888 Family Food Court, one restaurant outlet under\nthe brand Bibixian (比比鲜) focusing on Teochew-style chicken hotpot, four restaurant outlets under the brand Banbudian\nBistro (先启半步颠) offering Sichuan cuisine, and two restaurant outlet under the brand Chao Liu Xian Hotpot\noffering Chaoshan-style dishes. The map below shows the 24 restaurant outlets operated or licensed by us in Malaysia, including 13 company-owned\nrestaurant outlets and 11 franchised restaurant outlets, as of the date of this annual report.    Currently, we also have\nfour franchised restaurant outlets located in three other countries including Thailand, Indonesia and China.\n\n \n\n \n\n \n\nFor\nthe years ended December 31, 2023, 2024 and 2025, we derived substantially all of our revenues from our restaurant operations\nbusiness, which amounted to US$9.78 million, US$8.92 million and US$9.59 million, respectively. Our restaurant operations\nbusiness is consisted of three parts, namely company-owned restaurant operations, sales of food ingredients and condiments and franchise\nlicensing. For the years ended December 31, 2023 , 2024 and 2025, our revenues breakdowns for restaurant operations were US$8.21 million,\nUS$6.64 million and US$6.28 million from company-owned restaurant operations, US$1.01 million, 1.24 million and US$2.22\nmillion from sales of food ingredients and condiments, and US$0.31 million, $0.67 million and US$0.59 million from franchise\nlicensing, respectively.\n\n \n\nThe\ncultural diversity in Southeast Asia has created a distinctive fusion cuisine landscape, and hotpot with traditions rooted in China has\nbecome a popular dining choice among customers. The market size in terms of revenues of specialty hotpot restaurants in Southeast Asia\nincreased from US$1,592.3 million in 2019 to US$1,827.7 million in 2024 at a CAGR of 2.8%, and is expected to reach US$2,645.1 million\nin 2029, representing a CAGR of 7.7% from 2025 to 2029. To seize the market opportunity, we have been actively but also prudently expanding\nthe network of our restaurant outlets in Malaysia. We are also poised for strategic expansion into other locations in Southeast Asia,\nsuch as Vietnam, Cambodia and Indonesia, as well as other international locations with significant growth potentials such as Hong Kong,\nTaiwan and the U.S.\n\n** **\n\n**Our\nCompetitive Strengths**\n\n** **\n\n**We\nare one of the leading hotpot restaurant chains in Malaysia with strong brand identity.**\n\n \n\nEstablishing\na strong brand identity and implementing effective marketing strategies are crucial for restaurants to attract a diverse and broad customer\nbase. We currently have two home-grown brands within our restaurant portfolio:\n\n \n\n●Chicken\nClaypot House (鸡煲之家) is our chicken hotpot brand established\nin 2015 in George Town, Penang, Malaysia. The signature dish under this brand is the Special\nTaste Chicken Claypot (奇味鸡煲) which features a unique fusion of\nauthentic Sichuan flavors and Malaysian spicy secret recipes.\n\n \n\n●Zi\nWei Yuan (紫薇园) is our brand for fish head hotpot that serves authentic\nfish head soup originated from Butterworth, Penang, Malaysia. The signature dishes under\nthis brand are the Fried Fish Head Charcoal Pot (炸鱼头炉) and Grouper\nFish Head Charcoal Pot (石斑鱼头炉), which are served in charcoal-scented\nsoup base.\n\n \n\n23\n\n** **\n\nOver\nthe past decade, we have effectively built brand awareness through positive reviews from our patrons and have maintained a strong presence\nin the specialty hotpot market in Malaysia. Our Chicken Claypot House brand was the largest chicken hotpot brand in Malaysia in terms\nof number of restaurant outlets as of June 30, 2025. With a total of 17 restaurant outlets in Malaysia and four restaurant outlets outside\nMalaysia, we have been able to reach a wide customer base. Given the warm reception of our brands and food offerings among the customers,\nwe have opened a total of 20 restaurant outlets since 2022, including nine company-owned restaurant outlets and 11 franchised restaurant\noutlets. Further, we have received various awards and recognitions over the years. In 2023, we were awarded the Golden Bull Award\n(亚洲金牛奖), a recognized award for small and medium sized enterprises in Singapore and Malaysia. In 2022,\nMr. Goh Kok Foong and Mr. Goh Kok E, were jointly awarded the Enterprise Hero Honorary Gold Award at the Sixth Guangming Enterprise\nHero Awards (光明企业勇士奖), sponsored by Guangming Daily, a prominent media outlet in Malaysia,\nfor their entrepreneurship in establishing and building our Chicken Claypot House brand. This award recognized the spirit of hard work\namong business leaders in establishing their enterprises and their outstanding performance in fulfilling corporate social responsibility.\n\n \n\n**We\nprovide high-quality food featuring exclusive signature dishes.**\n\n \n\nWe\nare dedicated to enhance the taste and maximize the appeal of our high-quality food offerings. The signature dish of Chicken Claypot\nHouse is the Special Taste Chicken Claypot (奇味鸡煲), a unique fusion of authentic Sichuan flavors and a Malaysian\nsecret recipe for spiciness. We use the finest ingredients to create a rich and mellow flavor, leaving a lingering aftertaste. Our commitment\nto food quality is illustrated by our choice of chickens in our specialty chicken hotpots. Our chicken hotpot is made with Chinese garden\nchicken (菜园鸡), which is renowned for its excellent taste and flavor. Carefully prepared with this fresh, tender\ntype of chicken and other high-quality ingredients, the flavor of our chicken hotpot is rich and intense, ensuring that every bowl of\nsoup leaves an unforgettable aftertaste for locals and visitors alike. At Zi Wei Yuan, the premier destination for authentic charcoal\nfish head hotpot, our commitment to excellence is evident in our use of imported charcoal, which ensures sustained heat and enhances\nthe natural flavors of our signature Fried Fish Head Charcoal Pot (炸鱼头炉) and Grouper Fish Head Charcoal Pot\n(石斑鱼头炉). From the crackling sounds of the charcoal to the rich aromas that fill the air, the dining\nexperience at Zi Wei Yuan offers a nostalgic experience to customers which captures the old-fashioned charm of Teochew cuisine.\n\n** **\n\n**We\nare able to maintain consistency and operational efficiency with our central kitchen management.**\n\n \n\nWe\nare committed to maintain consistency across all our restaurant outlets. We achieve standardization at various stages of our business\noperations to ensure that our food offerings and catering services are delivered consistently. With our central kitchen, we have greater\ncontrol over food quality and consistency. Our central kitchen develops standardized recipes that specify the necessary ingredients,\nquantities, cooking methods, and presentation standards for our chefs and kitchen staff, which ensures consistent cooking and plating\ntechniques while adhering to food safety and hygiene standards, helping maintain quality across all our restaurant locations. Additionally,\nour central kitchen produces semi-finished food products, including processed ingredients and pre-made soup bases, all of which meet\nour stringent quality standards. These products are distributed to our restaurant outlets in Malaysia and outside Malaysia, ensuring\nconsistency in taste, presentation, and overall dining experience.\n\n \n\nBy\nconsolidating part of our food production in a central kitchen, we benefit from economies of scale. Bulk purchasing of ingredients and\nsupplies leads to cost savings and improved negotiating power with suppliers, resulting in lower overall food costs and enhanced profitability\nthrough competitive pricing. Our central kitchen allows for streamlined and standardized operations. With a centralized production facility,\nwe can optimize processes, workflows, and equipment usage, which reduces duplication of efforts, and boosts productivity, translating\ninto cost savings and faster turnaround times. In addition, our central kitchen facilitates effective supply chain management, giving\nus better visibility and control over ingredient sourcing, inventory management, and distribution, which ensures a reliable and uninterrupted\nsupply of ingredients to our restaurant outlets, minimizing the risk of stockouts and improving overall operational efficiency.\n\n** **\n\n**We\nhave strong supply chain capabilities for our restaurant operations.**\n\n \n\nOperating\na successful specialty hotpot restaurant chain requires strong supply chain capabilities. Quality raw materials are crucial as they are\ndecisive in the overall taste of the food offerings, and purchase prices of the raw materials constitute a certain proportion of the\ntotal operating cost of restaurants. Years of industry experience have provided us with strong supply chain capabilities, as well\nas extensive experience in managing our supply chains. We source Chinese garden chicken and grouper fish, key ingredients to our hotpot\nofferings, from a selection of suppliers that we have established long-term partnership with to ensure the quality of our food offerings,\nwhile seasonal vegetables and other raw materials are locally sourced from reliable suppliers close to our restaurant outlets to ensure\nfreshness, and we have established strong business relationships with a broad network of suppliers. Furthermore, we have streamlined\nour supply chain management practice in relation to food preparation at our central kitchen as well as each restaurant outlet with the\naim to maintain the consistency in taste, quality and food safety. With established stringent supplier selection procedures, inspection\nprocedures, and a performance evaluation system, we assess the performance of each of our suppliers on a regular basis.\n\n** **\n\n**We\nhave a dedicated and experienced management team.**\n\n \n\nWe\nare led by a dedicated and experienced management team. Mr. Goh Kok E, our chairman of the board and co-chief executive officer,\nis a veteran in the food and beverage industry with over 15 years of experience. In addition to experience in the food and beverage\nindustry, our management team has abundant experience in finance, accounting and general business management. We believe that the range\nof management experience promotes diverse perspectives and creative thinking, which in turn results in innovative and effective ways\nof operating our restaurants and growing our business. We trust that our management team’s collective experience, the ability to\nwork as a collaborative team and ultimately, and the ability to effectively implement our business philosophy, are critical to our success\nand will continue to contribute to our growth and expansion.\n\n \n\n24\n\n** **\n\n**Our\nGrowth Strategies**\n\n** **\n\n**Strategic\nexpansion in existing markets and into international locations with strong market potentials**\n\n \n\nThe\nmarket size of specialty hotpot restaurants in Malaysia has demonstrated a steady increase at a CAGR of 2.3% from US$236.4 million in\n2019 to US$265.1 million in 2024, in terms of revenue, despite the challenges posed by COVID-19 pandemic in the intervening years, and\nis expected to reach a total revenue of US$391.8 million in 2029 with an impressive CAGR of 8.1%. Outside Malaysia, hotpot cuisine is\nalso appreciated in many countries of the world, especially in regions with a strong Asian community. The market size in terms of revenues\nof specialty hotpot restaurants in Southeast Asia increased from US$1,592.3 million in 2019 to US$1,827.7 million in 2024 at\na CAGR of 2.8%, despite the severe impact of COVID-19 pandemic. It is expected that from 2025 to 2029, the market size in terms of revenues\nof specialty hotpot restaurants in Southeast Asia will further increase at a CAGR of 7.7% to reach a total of US$2,645.1 million\nin 2029. Moreover, the markets of specialty hotpot in other international locations exhibit strong growth potentials, such as Asian locations\nincluding Hong Kong and Taiwan, as well as the U.S. The market sizes in terms of revenues of specialty hotpot in Hong Kong,\nTaiwan, and the U.S. increased at a CAGR of 2.8%, 6.5% and 13.2% from 2019 to 2024 and is expected to further increase at a CAGR\nof 5.6%, 7.3% and 14.1% from 2025 to 2029, respectively. The market trends in these regions create significant expansion opportunities\nfor restaurant chains like us.\n\n \n\nTo\nseize the growth opportunities, we have developed a strategic restaurant expansion blueprint focused on increasing our presence in existing\nmarkets including Malaysia and Thailand, as well as exploring new markets with strong potentials. Such plan is subject to market conditions,\nconsumer demands, performance of existing outlets, availability of suitable locations, our capital resources and the identification of\nqualified franchise partners. In the future, we intend to further expand in existing markets, and also explore new markets with strong\npotentials in Southeast Asia, such as Vietnam, Cambodia and Indonesia, East Asia such as Hong Kong and Taiwan, as well as the U.S. and\nthe United Kingdom with a focus on locations with large Asian communities in the next three to five years. We plan to implement our expansion\noutside Malaysia by carefully selecting desirable locations, conducting market research, and leveraging our existing brand recognition.\n\n \n\nDespite\nour plans, our business in Malaysia faces certain challenges, including rising operational costs, such as increases in ingredient prices,\nlabor wages and utility bills, as well as growing competition in the catering services industry over the same customer base. We may also\nface market entry risks such as regulatory, cultural and operational complexities which may delay or limit the expansion of our restaurant\nnetwork, especially in new markets where we do not currently have operations yet. Additionally, business expansion usually requires significant\nfinancial and managerial resources. If we are unable to secure additional funding or allocate resources effectively, our expansion plan\nmay be constrained.\n\n** **\n\n**Continuous\ndevelopment of new menu for our restaurant outlets**\n\n \n\nWe\naim to stay at the forefront of culinary trends and constantly evolve to meet the changing preferences of our customers. The head chef\nand our management team collaborate to create and refine the menu, taking into account the concept, target market, and ingredient availability.\nMenu items are tested before new recipes are finalized to ensure consistency and quality. Each of our brands features its own menu, which\nis regularly updated with new and exciting dishes that incorporate seasonal ingredients and explore unique flavors and culinary techniques.\nBy using seasonal produce, our restaurants keep the menu dynamic and aligned with evolving tastes throughout the year. We believe that\nadding new items to our menus while retaining popular ones ensures menu innovation and customer satisfaction. However, changes in macroeconomic\nconditions, consumer spending behavior and preferences may be unpredictable and we will face challenges to keep up with the latest trends\nand market conditions.\n\n** **\n\n**Further\nupgrade our supply chain capabilities**\n\n \n\nSteady\navailability of quality supplies is vital to ensuring our uninterrupted business operation. Our ability to offer consistently high-quality\nfood across our restaurant outlets depends largely upon the ability to procure the highest quality raw food materials and food ingredients\ncommercially available. We will continue to strengthen our upstream supply chain capabilities to enhance operational efficiency and profitability.\nIn addition to continuing to explore opportunities to collaborate with high-quality suppliers, we plan to develop self-operated supply\nchain in the near future to ensure availability and stability of supplies of quality raw materials, reduce costs and enhance operational\nefficiency. In particular, we intend to enter into exclusive business partnerships with chicken farms and fish farms that are able to\nraise breeds that meet our high standards, with the aim to acquire certain of such farms in the long run, to enhance our supply chain\ncapabilities. However, developing a self-operated supply chain requires substantial capital investment and operational expertise, which\nmay fall outside our current core competencies and may expose us to new risks such as disease outbreaks and supply disruptions. Additionally,\nmanaging vertically integrated operations could increase our exposure to fluctuations in commodity prices, labor costs, and environmental\nregulations.\n\n** **\n\n25\n\n** **\n\n**Identify\nopportunities to expand and diversify our business portfolio**\n\n \n\nWe\nplan to further grow our business in sales of food ingredients and condiments and explore opportunities to diversify our business portfolio.\nIn order to maintain our consistency and quality of food offerings across restaurant outlets, we sell pre-made soup bases and sauces\nand semi-prepared food ingredients made by our central kitchen as well as some raw food materials and condiments sourced from third-party\nsuppliers to our franchised restaurant outlets. We also sell various grocery items including various packaged sauces and beverages to\nretail distributors. We plan to expand our products offerings to include other types of food products such as instant noodles in our\nexisting markets and new markets in international locations such as Asia and United States that satisfy the local needs. In addition,\nwe plan to establish manufacturing facilities or factories in international locations where there is large demand of our products, to\nlower operational costs and enhance our brand influence in the local communities. We will also identify potential partnership opportunities\nwith high-quality businesses partners to achieve synergies with our existing business.\n\n \n\nExpanding\ninto new product categories and international markets requires careful market research, regulatory compliance, and brand adaptation.\nDespite the potential benefits, establishing overseas factories may involve complex legal, logistical, and financial challenges, including\nnavigating foreign investment laws, labor regulations, and supply chain infrastructure. Additionally, identifying and securing reliable\nbusiness partners may be difficult, and any failure to execute these partnerships effectively could result in operational inefficiencies\nor reputational harm. There is no assurance that our diversification efforts will be successful or profitable.\n\n** **\n\n**Our\nRestaurant Operations**\n\n** **\n\n**Company-owned\nRestaurant Operations**\n\n* *\n\n*Our\nRestaurant Network*\n\n \n\nAs of the date of this annual report,\nwe operate a total of 13 restaurant outlets in Malaysia, including nine restaurant outlets under Chicken Claypot House, one restaurant\noutlets under Zi Wei Yua, two food courts under the brand 888 Family Food Court and one restaurant outlet under the brand Chao Liu Xian\nHotpot offering Chaoshan-style dishes.\n\n \n\nMost of our restaurant outlets\nare located in shopping centers or near residential areas. The table below sets out the location, year of commencement of operation,\napproximate floor area and approximate seating capacity of each company-owned restaurant outlets as of the date of this annual report.\n\n \n\n**No.**\n \n**Brand**\n \n**Location\n(city/town, state)**\n \n**Year of\nCommencement\nof Operation**\n \n**Approximate\nFloor Area\n(square feet)**\n \n**Approximate\nSeating\nCapacity**\n\n1\n \nChicken Claypot House\n \nGeorgetown, Penang\n \n2015\n \n2,460\n \n40\n\n2\n \nChicken Claypot House\n \nBukit Mertajam, Penang\n \n2020\n \n3,595\n \n107\n\n3\n \nChicken Claypot House\n \nGenting Highlands, Pahang\n \n2019\n \n2,630\n \n150\n\n4\n \nChicken Claypot House\n \nCheras, Selangor\n \n2021\n \n2,519\n \n160\n\n5\n \nChicken Claypot House\n \nPetaling Jaya, Selangor\n \n2021\n \n2,345\n \n104\n\n6\n \nChicken Claypot House\n \nCameron Highlands, Pahang\n \n2022\n \n2,250\n \n112\n\n7\n \nChicken Claypot House\n \nKuala Lumpur, the Federal Territory of Kuala Lumpur\n \n2022\n \n2,745\n \n136\n\n8\n \nChicken Claypot House\n \nKuala Lumpur, the Federal Territory of Kuala Lumpur\n \n2022\n \n3,316\n \n124\n\n9\n \nChicken Claypot House\n \nIpoh, Perak\n \n2025\n \n1,265\n \n60\n\n10\n \nZi Wei Yuan\n \nButterworth, Penang\n \n2022\n \n2,820\n \n71\n\n11\n \nChao Liu Xian Hotpot (previously Zi Wei Yuan)*\n \nGeorgetown, Penang\n \n2024\n \n3,928\n \n84\n\n12\n \n888 Family Food Court\n \nBukit Mertajam, Penang\n \n2022\n \n47,000\n \n400\n\n13\n \n888 Family Food Court**\n \nSimpang Ampat, Penang\n \n2025\n \n22,992\n \n451\n\n* *\n\n \n\n*Note*:\n\n**This restaurant outlet was operated under the brand of Zi\nWei Yuan until Sep 10, 2025. On Nov 9, 2025, it was re-opened and re-branded as a restaurant outlet under the brand of Chao Liu Xian\nHotpot.*\n\n \n\n*****This food court is operated by GEF Family, in which GTL F&B\nholds 80% of the equity interest.*\n\n \n\n26\n\n \n\nOur\nrestaurant outlets are famous for their welcoming atmosphere, with sharp colors highlighting our brand identities. Red, as the theme\ncolor for our brand Chicken Claypot House, stands for joyousness and enthusiasm in many cultures. We have also decorated the interior\nof several Chicken Claypot House restaurant outlets with dark, lacquered wood fences with screens, highlighting our oriental root. Whilst\npurple, the symbolization of our brand Zi Wei Yuan (with the literal meaning of “crape myrtle garden”), provides an intuitive\nrecognition when observed.\n\n \n\nA\ntypical restaurant outlet operated by us usually comprises of an open dining area with several private dining rooms. The seating capacity\nnormally ranges from 60 to 300.\n\n \n\n \n\n \n \n \n\nEntrance of our first Chicken\nClaypot House outlet in Georgetown, Penang\n \nOpen dining area of our\nChicken Clay House outlet in the Gardens Mall, Kuala Lumpur\n\n \n \n \n\n \n \n\n \n \n \n\nGrand opening of our Zi\nWei Yuan Centre Point outlet in Petaling Jaya, Selangor\n \nOur Chicken Claypot House\nx Zi Wei Yuan outlet, where customers are able to enjoy specialties of both brands\n\n \n\n*Our\nMenu*\n\n \n\nWe\noffer a variety of cuisine including chicken hotpot with a spectrum of flavors and authentic charcoal fish head hotpot, served with fresh\nfood ingredients such as meat, seafood and vegetables. Our customers can also customize their meal by choosing different soup bases,\nseasoning and dipping sauces.\n\n \n\n●Chicken\nClaypot House\n\n \n\nOur\nchicken hotpot mainly consists of two components, the chicken claypot and other ingredients to be cooked in the soup base. We have reinvented\nthe way of consumption of chicken claypot that customers are able to enjoy mouth-watering chicken marinated with our special sauce made\nwith a secret recipe first, followed by the addition of a soup base of their own choice. Other ingredients can then be cooked in the\nhotpot. This combination of traditional claypot chicken with hotpot brings value and a one-of-a-kind dining experience for our customers.\n\n \n\n27\n\n \n\nSet\nout below are pictures of some of the signature dishes at our Chicken Claypot House restaurant outlets, including Special Taste Chicken\nClaypot (奇味鸡煲), Sichuan Hot & Spicy Claypot (麻辣干锅鸡) and Herbal\nChicken Claypot (药材鸡煲) (from left to right in the picture):\n\n \n\n \n\n●Zi\nWei Yuan\n\n \n\nZi\nWei Yuan specializes in charcoal-styled fish head hotpot which upholds the rich tapestry of our culinary heritage in Malaysia. Farm-to-table\ningredients are thoughtfully selected to ensure our dishes are of a distinctive taste that can leave a lasting impression. With Fried\nFish Head Charcoal Pot (炸鱼头炉) and Grouper Fish Head Charcoal Pot (石斑鱼头炉)\nbeing our signature dishes, we serve the food in different flavors of soup base that appeal the most to local diners such as Laksa, curry\nand Tomyam. Apart from traditional hotpot side dishes, snack platters and drinks can also be ordered as the final touch to the flavor\nprofile.\n\n \n\n \n\n \n \n \n\nOur offerings at Zi Wei\nYuan\n \nThe dipping sauce available\nat our restaurant outlets is highly commended by diners\n\n* *\n\n*Our\nCentral Kitchen Management System*\n\n \n\nIn\norder to maintain consistency and operational efficiency, we have established a central kitchen with a warehouse in Bukit Mertajam, Penang,\nMalaysia, with aggregate floor area of approximately 1,301 square meters. Our central kitchen serves as: (i) a procurement, storage\nand distribution center for raw materials, food ingredients, beverages, sauces, seasonings, and other supplies (such as utensils and\ntakeaway containers) and (ii) the food factory to process and produce certain food products, including our soup bases, sauces and\nsemi-prepared dishes for the use of our restaurant outlets in Malaysia and outside Malaysia. Our central kitchen is an industrial grade\nkitchen equipped with a number of kitchen appliances to process ingredients and to prepare soup bases, sauces and semi-prepared dishes.\nThe warehouse at our central kitchen maintains two cold rooms, consisting of one freezer room and one chiller room maintained at minus\n20 and minus six degrees Celsius, respectively, for the storage of raw materials and our soup bases, and it also has various storage\nareas at normal room temperature for keeping non-perishable items. We believe the centralized procurement and processing of raw materials\nand ingredients at the central kitchen increases our operational efficiency and helps us maintain the consistency of our food offerings.\n\n \n\nOur\ncentral kitchen procures a substantial amount of the raw materials, food ingredients, beverages, sauces and other supplies needed in\nour restaurant operations. With a central kitchen, we are able to make bulk purchases at a lower cost with greater negotiating power\nwith suppliers and effectively manage our inventory and logistics. We have set up a three-tiered inventory system consisting of our central\nkitchen with an integrated warehouse, our transit warehouse in Kota Damansara, Selangor outside Kuala Lumpur and each of our restaurant\noutlets. Like the warehouse at our central kitchen, the transit warehouse is also equipped with two cold rooms with the same temperature\nsetup for storage. Our warehouse at the central kitchen directly sends supplies, pre-made soup bases and semi-prepared dishes to restaurant\noutlets in northern Malaysia region. For restaurant outlets in central and southern Malaysia regions, supplies would be sent from the\nwarehouse at the central kitchen to the transit warehouse first, and then delivered to each outlet.\n\n \n\n28\n\n \n\nOur\ncentral kitchen is also a centralized production facility of our food offerings, where we prepare and pack our self-formulated and homemade\nsoup bases, sauces and semi-prepared dishes that are delivered to our company-owned restaurants outlets and franchised restaurant outlets\nin Malaysia and outside Malaysia. We have developed standardized recipes that specify the necessary ingredients, quantities, cooking\nmethods, and presentation standards for our chefs and kitchen staff, which ensures consistent cooking and plating techniques while adhering\nto food safety and hygiene standards, and help maintain quality across all our restaurant outlets. We also develop new recipes and dishes\nin our central kitchen before formally introducing them to our menus, which allows us to reduce the innovation cost and improve scalability,\nand boosts productivity, which translates into cost savings and faster turnaround times.\n\n \n\nThe\nsoup bases, sauces and semi-prepared dishes are delivered to the transit warehouse and then restaurant outlets together with other supplies\nat a frequency of two to three times per week. We carry out all the transportation and logistics within Malaysia ourselves, except for\ndelivery to Sabah and Sarawak, which are conducted by third-parties. Logistics for delivery to restaurant outlets outside Malaysia are\nalso conducted by third-party carriers.\n\n** **\n\n**Sales\nof Food Ingredients and Condiments**\n\n \n\nWe\nalso generate revenues from selling food ingredients and condiments, which mainly consists of two parts. First, as generally required\nunder our licensing agreements, our licensees purchase from us certain products including pre-made soup bases, sauces and semi-prepared\nfood ingredients processed by our central kitchen, as well as some raw food materials and condiments sourced from third-party suppliers.\nBy doing so, we are able to maintain consistency and quality of food offerings, especially our signature dishes, across our restaurant\noutlets, which enhances the overall dining experience associated with our brands among customers from home and abroad, strengthen our\nbrand identity and encourage repeated visits. In addition, we sell various grocery items including packaged sauces and beverages to local\nretail distributors.\n\n** **\n\n**Franchise\nLicensing**\n\n \n\nOur licensees are important partners of ours in expanding our business\nnetwork, especially internationally. The percentage of revenues from franchise licensing out of our total revenues increased from 3.1%\nfor the year ended December 31, 2023, to 7.5% for the year ended December 31, 2024, before moderating to 6.1% for the year ended\nDecember 31, 2025, reflecting the continued contribution of our franchise partnerships.\n\n \n\nAs of the date of this annual report,\nwe have a total of 14 franchised outlets, in addition to our company-owned restaurant outlets, with 11 outlets in Malaysia and three outlets\noutside Malaysia. Among these franchised outlets: (i) 8 are under the brand Chicken Claypot House, consisting of six outlets in Malaysia,\ntwo outlets in Bangkok; (ii) one outlet under the brand Bibixian, in Gaozhou, Guangdong Province, China; (iii) one outlet under the brand\nChao Liu Xian Hotpot offering Chaoshan-style dishes, and (iv) four outlets under the brand Banbudian Bistro in Malaysia. Banbudian\nBistro is a brand originated in China, and we have obtained a licensing right to open company-owned restaurant outlets or enter into sub-franchise\nlicensing arrangements with third parties to open franchised restaurant outlets under such brand in Malaysia. The restaurant outlets under\nthe brand Banbudian Bistro are operated by licensees of ours.\n\n \n\nFor the franchised restaurant outlets that are already opened as of the\ndate of this annual report, the licensing agreements that we entered into with licensees are mainly two types. Under licensing agreements\nwith licensees in Malaysia (substantially in the form of Exhibit 4.5 to this annual report), each licensee is required to pay us royalties\nin terms of a certain percentage of the applicable restaurant outlet’s gross monthly revenues and a monthly administrative fee.\nUnder licensing agreements with licensees outside Malaysia (substantially in the form of Exhibit 4.5 to this annual report), each licensee\nis required to pay us a master license fee as the lump sum payment upfront for obtaining right to open up a fixed number of restaurant\noutlets under the authorized brand in a specified scope of territory. For each restaurant outlet such licensee opens above the fixed number\nagreed or sub-franchises to other third-party licensees in such territory, a fixed outlet licensee fee shall also be paid to us. Each\nlicensees outside Malaysia is also required to pay a certain percentage of the applicable restaurant outlet’s gross revenues with\nus as royalties. As of the date of this annual report, none of our licensees outside Malaysia has any sub-franchising arrangements with\nother third parties and all of our franchised restaurant outlets are operated by our licensees directly. Our royalty rates are usually\nbetween 5% to 8% for each restaurant outlet and royalties are settled on a monthly basis.\n\n \n\nAs\nwe continue to grow our business, we also plan to enter into licensing agreements with the master license feature with licensees in Malaysia,\nwhich historically were only entered into with licensees outside Malaysia. We have entered into a licensing agreement dated May 20, 2025\nwith a licensee in Malaysia, granting it a master license to open new franchised restaurant outlets under the brand Banbudian Bistro\nand such licensee has opened a new restaurant outlet in Penang, Malaysia on September 1, 2025.\n\n \n\nOur\nlicensees are required to conform to our corporate guidelines which contain specifications on brand visual identity, premise decoration,\nmode of operation and other matters relating to the use of our brand names. We also arrange pre-opening training and on-site supervision\nand consultation for new licensees. Marketing campaigns may also be held by our licensees with promotional materials provided by us only.\n\n \n\n29\n\n** **\n\n**Sales\nand Marketing**\n\n** **\n\n**Our\nMembership Program**\n\n \n\nWe\noperate a membership program across our restaurant outlets to encourage frequent revisits of our customers. Customers who join our membership\nprogram will receive free dish redeem coupons upon registration and enjoy cash rebates if they purchase our prepaid value-stored membership\ncards.\n\n** **\n\n**Marketing\nStrategies**\n\n* *\n\n*Promotion\nCampaigns*\n\n \n\nWe\nhave, from time to time, rented billboards near busy highways and on building exteriors, in order to attract potential diners on the\nroad and to boost our brand awareness among the public. During holidays such as Chinese New Year, Mother’s Day and Father’s\nDay, we offer special set menu choices at a discounted price to encourage family gatherings to be held at our restaurant outlets. We\nalso offer discounts on our menu items during the opening months of certain of our restaurant outlets. Additionally, we run promotional\ncampaigns from time to time throughout the year, offering discounts or giving out other benefits to customers such as free handbags upon\nordering certain dishes and free movie tickets through lucky draw winnings to promote new dishes and encourage spending.\n\n* *\n\n*Celebrity\nEndorsement*\n\n \n\nTo\nincrease our brand’s visibility and accelerate customer outreach, we engaged celebrities who appeal to our target consumers as\nour spokespersons. Our brand ambassadors amplify our brand presence across key social media platforms like Facebook and Instagram.\n\n* *\n\n*Social\nMedia*\n\n \n\nWe\nrecognize the importance of having an online presence in this fast-evolving digital age. We emphasize developing unique brand personalities,\nvalues, and messages that resonate with our customers. Our social media marketing campaigns are focused on popularizing and promoting\nour brand image across various platforms.\n\n \n\nWe\nmaintain Facebook, Instagram, and YouTube accounts for each of our brands, on which contents relating to our brand news, recent promotion\ncampaigns or even operation behind the scenes can be accessed in a single click. As part of our online marketing campaigns, we create\nhigh-quality content in various formats such as social media posts and short videos. Specifically, we post advertisements for our new\ndishes and soup bases, special discounts for loyal members, new outlet openings, and holiday greetings on our Facebook and Instagram\naccounts, which have been well received by our target audience. Leveraging our channel resources and rich content, we have successfully\nlaunched a series of impactful marketing campaigns that foster fan interactions online.\n\n** **\n\n**Supply\nChain Management and Food Quality Control**\n\n \n\nQuality\nof our food is a top priority in our operations. We have a broad network of suppliers from whom we procure raw materials and ingredients\nof our food offering, including Chinese garden chicken, fish, vegetables and others. The chickens are usually purchased by us in bulk\nand sourced to our central kitchen for initial processing before distributing country-wide in Malaysia and abroad, while vegetables and\nraw materials for other side dishes are sourced from local suppliers that are relatively close to our restaurant outlets to ensure the\nfreshness.\n\n \n\nWhile\nselecting suppliers, we conduct a thorough screening of potential suppliers, evaluating their certification, qualifications, supply capacity,\nquality control system, pricing record and market reputation. We also conduct on-site visits of suppliers of chicken, fish and vegetables.\nOnly selected suppliers that pass our screenings and inspections are chosen as our partners. We usually enter into annual contracts with\nour suppliers and conduct yearly appraisals to evaluate our suppliers. When we assess our suppliers’ performance and their relationships\nwith us, we consider factors such as supply quality, delivery timeliness, price, and services. We prioritize procurement from the highest\ngraded suppliers while reducing or terminating procurement from lower graded suppliers based on regular reviews. This rigorous evaluation\nprocess ensures that we consistently collaborate with top-performing suppliers who meet our stringent quality requirements.\n\n \n\nTo\nenhance food safety and minimize potential hygiene concerns, we operate an inventory management system in our warehouses and each of\nour restaurant outlets, recording the expiry date of each batch of raw materials. Any materials reaching the expiry date will be disposed\nof in time with zero tolerance. Each month, we send out a team from our headquarter to conduct food quality and safety inspections at\nour restaurant outlets. Additionally, inventory checks are performed weekly to monitor stock levels and plan for supply purchases. Daily\ncleaning and hygiene inspections at central kitchen and restaurant outlets are also conducted as a part of our operation protocols.\n\n \n\nFor\nour franchised restaurant outlets, we are committed to thriving together with our licensees by providing them with sufficient support\nfor operation and ensuring consistent and uncompromised delivery of high-quality food and services. Food materials and ingredients are\nsupplied exclusively by us or our authorized suppliers to our licensees, including pre-made soup bases prepared by our central kitchen.\nWe will also provide ongoing training for employees of our licensees and require training records to be provided on a fortnightly basis.\n\n \n\n30\n\n** **\n\n**Intellectual\nProperty**\n\n \n\nAs\nour brand names are vital to our business and goodwill, we are committed to protecting our intellectual property by submitting trademark\napplications not only in Malaysia but also in other jurisdictions that we currently operate in or may do so in the future. As of the\ndate of this annual report, we have registered trademarks in relation to our brands in multiple jurisdictions.\n\n \n\nThe\nfollowing table illustrates the trademarks we have registered and their details:\n\n \n\n**Registered\nTrademark**\n \n**Jurisdiction**\n \n**Expiry\nDate**\n\n \n \nMalaysia\n \nOctober 10,\n2030\n\nIndonesia\nJuly 14,\n2032\n\nSingapore\nSeptember 2,\n2032\n\n \n \n\nMalaysia\n\n \n\nThailand \n\n \n\nMay 7, 2034\n\nSeptember 10, 2034 \n\n \n \nMalaysia\n \nMay 7,\n2034\n\n \n \nMalaysia\n \nJanuary 2,\n2034\n\n \n \nMalaysia\n \nJuly 12,\n2032\n\n \n \nMalaysia\n \nApril 18,\n2033\n\n** **\n\n**Competition**\n\n \n\nThe specialty hotpot industry in Malaysia is highly competitive, with over\n800 restaurants operated by both domestic and international industry players. Our competitors mainly include restaurant chain operator\nin Malaysia and internationally.\n\n \n\nWe\nbelieve that the principal competitive factors in the specialty hotpot market include the following:\n\n \n\n●quality\nof food and services;\n\n \n\n●brand\nawareness;\n\n \n\n●value\nfor money;\n\n \n\n●location;\n\n \n\n●restaurant\nambiance;\n\n \n\n●innovativeness;\n\n \n\n●operational\nefficiency; and\n\n \n\n●well-trained\nemployees.\n\n \n\n31\n\n \n\nWe\nbelieve that we are well-positioned to effectively compete on the basis of the factors listed above. In addition, we leverage a combination\nof active presence on social media platforms, including Facebook, Instagram and YouTube, and a loyalty program to attract new customers\nand encourage repeated visits. Overall, our marketing strategies have proven effective in building brand awareness, gaining market share,\nand fostering customer engagement and loyalty. We are confident that our approach surpasses that of our competitors, enabling us to excel\nin the industry and maintain a strong market position. We believe we are well-positioned to compete effectively against both existing\nand new competitors. However, our competitors may have longer operating histories, greater brand recognition, more resources, better\nsupplier relationships, and larger customer bases. For discussion of risks relating to competition, see “*Risk Factors — Risks\nRelating to Our Business and Industry — The specialty hotpot restaurant market in Malaysia is highly competitive and\nany failure to successfully compete with other restaurants may adversely affect our business*.”\n\n** **\n\n**Employees**\n\n \n\nWe\nvalue our employees and maintain a good working relationship with them. As of December 31, 2025, we had a total of 207\nfull-time employees. All of our full-time employees are based in Malaysia.\n\n \n\nThe\nfollowing table sets forth the breakdown of our employees by function as of December 31, 2025.\n\n \n\nFunction \nNumber of\nFull-time\nEmployees \n\nOperations (including our directors) \n 6 \n\nFinance, accounting and human resources \n 13 \n\nBusiness development \n 7 \n\nAdministration \n 8 \n\nRestaurant \n 160 \n\nWarehouse management \n 13 \n\nTotal \n 207 \n\n \n\n**Facilities**\n\n \n\nOur\nprincipal executive office is located in No. 1, Jalan Perda Jaya, Kawasan Perniagaan Perda Jaya, 14000 Bukit Mertajam, Penang, Malaysia,\nconsisting of approximately 557 square meters of leased office space primarily for corporate administration. Our central kitchen with\nthe warehouse located in Bukit Mertajam, Penang, occupies approximately 1,301 square meters, while the transit warehouse in Kota Damansara,\nSelangor outside Kuala Lumpur, has an aggregate floor area of approximately 923 square meters. Both our central kitchen facilities and\nthe transit warehouse are leased by us. As of the date of this annual report, we also lease other properties in eleven cities or towns\nin Malaysia for a total of approximately 10,505 square meters as premises for our company-owned restaurant outlets.\n\n \n\nAs of the date of this annual\nreport, we own four properties located in Bukit Mertajam, Penang, Malaysia and one building in Johor Bahru, Johor, Malaysia, with an aggregate\nfloor area of approximately 3,954 square meters. Currently, all of the properties owned by us are leased out to third-party businesses,\nexcept for a portion of the building in Johor Bahru, which is rented to a franchised restaurant outlet.\n\n** **\n\n**Insurance**\n\n \n\nWe\nmaintain various insurance policies to safeguard against risks and unexpected events. We have purchased fire, burglary and business insurance,\namong others, covering our inventory and fixed assets such as equipment and office facilities. We also provide our employees with medical\ninsurance, maternity insurance, workplace injury insurance and unemployment insurance as consistent with customary industry practice\nin Malaysia.\n\n** **\n\n**Legal\nProceedings**\n\n \n\nFrom\ntime to time, we may be involved in various claims and legal actions that arise in the ordinary course of business. We are currently\nnot a party to, and we are not aware of any threat of, any legal or administrative proceedings that, in the opinion of our management,\nare likely to have any material and adverse effect on our business, financial condition, cash flow or results of operations.\n\n \n\n**Regulations**\n\n \n\nOur\noperations in Malaysia are subject to various national and local laws and regulations, primarily relating to food safety, public health,\nland use, labor standards, and building operations. Compliance with these regulatory requirements is essential to our ability to operate\nrestaurants and maintain our licenses and approvals. Set forth below is a summary of the key laws and regulations applicable to our business\nin Malaysia.\n\n \n\n32\n\n** **\n\n**Food\nAct 1983 (“FA 1983”); Food Regulations 1985 (“FR 1985”) and Food Hygiene Regulations**\n\n \n\nThe\nFA 1983 and the FR 1985 are laws governing the food safety and quality control, including standards, hygiene and advertisement. The objective\nis to protect the public from health hazards and fraud in the preparation, sale and use of foods and for other related matters. The legislation,\napplies to all foods, locally produced or imported which are sold in the country. It covers a broad spectrum from compositional standards\nto food additives, nutrient supplements, contaminants, packages and containers, food labelling, procedure for taking samples, food irradiation,\nprovision for food not specified in the regulations and penalty.\n\n \n\nThe\nFood Hygiene Regulations governs and control the hygiene and safety of food sold in Malaysia. The objectives are to ensure food premises\nare hygienic and satisfactory in terms of design and building, ensure food handlers maintain personal hygiene and avoid practices that\ncan contaminate food. Under the Food Hygiene Regulations, no person shall use any food premises for the purposes of preparing, packaging,\nstoring, distributing or sale of any food except where the premises is registered under Food Hygiene Regulations. Any person who fails\nto comply with the above commits an offence and shall, on conviction, be liable to a fine not exceeding RM10,000 or to imprisonment for\na term not exceeding 2 years.\n\n** **\n\n**Local\nGovernment Act 1976 (“LGA 1976”)**\n\n \n\nUnder\nthe LGA 1976, and the by-laws of the respective local councils and authorities, our business operation premises are required to\nhave business signboard/advertising licences which include among others, business premise licences in relation to our retail outlets,\nsignboards and storage. We are also required to display the licences at the business premises, and produce the licences upon request.\n\n \n\nPursuant\nto the LGA 1976, any person who fails to exhibit or produce his licences on the premises shall be liable to a fine not exceeding\nRM500 or to imprisonment for a term not exceeding 6 months or both.\n\n** **\n\n**National\nLand Code (“NLC”), Town and Country Planning Act 1976 (“TCPA 1976”), Street, Drainage and Building\nAct 1974 (“SDBA 1974”)**\n\n \n\nIn\nthe course of our business operations, we are required to ensure that the properties rented by us or properties we may own for our business\noperations comply with the NLC, TCPA 1976, SDBA 1974 and the relevant by-laws issued pursuant thereto which regulate among others\nthe occupation of buildings and uniformity of local government matters relating to street, drainage and buildings.\n\n** **\n\n**NLC**\n\n \n\nThe\nNLC governs land matters within Peninsular Malaysia, where most of our outlets are situated. Under the NLC, tenancies may be granted\nfor terms not exceeding 3 years. There is no registration requirement for tenancies under the NLC but the interest of a tenant under\na tenancy exempt from registration can be protected by way of an endorsement on the document title to the land.\n\n** **\n\n**TCPA 1976**\n\n \n\nThe\nTCPA 1976 governs the proper control and regulation of town and country planning in Peninsular Malaysia and regulates among others\nmodifications to planning permissions and building plan approvals issued by local authorities. Under the TCPA 1976, Section 18\nprohibits a person to use or be permitted to use any land or building otherwise than in conformity with the local plan. Section 26\nof the TCPA 1976 states that a person who, whether at his own instance or at the instance of another person uses or permits to be\nused any land or building in contravention of Section 18 commits an offence and is liable, on conviction to a fine not exceeding\nRM500,000 and/or to imprisonment for a term not exceeding 2 years, and be subjected to additional daily fines which may extend to\nRM5,000 for each day during which the offence continues after the first conviction for the offence. Section 26 also further\nstates that the owner of the land in respect of which any act that constitutes such offence is done shall be deemed to have permitted\nthe doing of that act. Section 27(7) of the TCPA 1976 also grants a local authority the discretion to impose additional\nplanning permission application fees as prescribed by the local authority on a person who carries out any development (including building\non land, making of any material change in the use of land or building) without prior planning permission being obtained from the local\nauthority.\n\n** **\n\n**SDBA\n1974**\n\n \n\nThe\nSDBA provides uniformity of law and policy with regard to local government matters relating to street, drainage and buildings in Peninsular\nMalaysia. It provides for the requirement to have a Certificate of Fitness (“CF”) or Certificate of Completion and Compliance\n(“CCC”) to ensure that the building is safe and fit for occupation.\n\n \n\nPursuant\nto the SDBA 1974, prior written permission of the local authority is required among others for any partition, compartment, loft, roof,\nceiling or other structures built in a building, any deviation from the any plans or specifications approved by the local authorities,\nor any alteration to a building otherwise than allowed by the local authority or by-laws made under the SDBA 1974. Failure to obtain\nthe local authorities’ prior written permission for the above may subject the person in breach to fines or imprisonment or both,\nif convicted. Depending on the applicable provisions of the SDBA 1974 in breach, the maximum fines may range from RM25,000 to RM50,000\nand additional daily fines for continuing offences after conviction, and the maximum imprisonment term may be up to 3 years. The\nSDBA 1974 also stipulates that any person who occupies a building or any part of a building without a CF or CCC may be subject to a fine\nof RM250,000 and/or imprisonment for up to 10 years, if convicted.\n\n \n\n33\n\n** **\n\n**Occupational\nSafety and Health Act 1994 (“OSHA 1994”)**\n\n \n\nThe\nOSHA 1994 provides provisions for securing the safety, health and welfare of persons at work, protecting others against risk to safety\nor health in connection with the activities of persons at work. The OSHA 1994 applies to all places of work throughout Malaysia including\nin the public service and statutory authorities, save for the work specified in the First Schedule of the OSHA 1994.\n\n \n\nThe\nOSHA 1994 provides that it is the duty of every employer to ensure the safety, health and welfare at work of all his employees, so far\nas is practicable, in particular:\n\n \n\n(a)the\nprovision and maintenance of plant and systems of work that are safe and without risks to\nhealth;\n\n \n\n(b)the\nmaking of arrangements for ensuring safety and absence of risks to health in connection with\nthe use or operation, handling, storage and transport of plant and substances;\n\n \n\n(c)the\nprovision of such information, instruction training and supervision as is necessary to ensure\nthe safety and health at work of his employees;\n\n \n\n(d)as\nregards any place of work under the control of the employer, the maintenance of it in a condition\nthat is safe and without risks to health and the provision and maintenance of the means of\naccess to and egress from it that are safe and without such risks;\n\n \n\n(e)the\nprovision and maintenance of a working environment for his employees that is safe, without\nrisks to health, and adequate as regards facilities for their welfare at work; and\n\n \n\n(f)the\ndevelopment and implementation of procedures for dealing with emergencies that may arise\nwhile his employees are at work.\n\n \n\nNon-compliance\nof the above will result in an offence and on conviction would constitute to a fine not exceeding RM500,000 and/or to imprisonment for\na term not exceeding 2 years. We also have a duty to ensure, in so far as is practicable, that other persons, not being our employees,\nwho may be affected, are not exposed to risks to their safety or health.\n\n** **\n\n**Employees’\nMinimum Standards of Housing, Accommodations and Amenities Act 1990 (“EMSHA 1990”) and Employees’ Minimum Standards\nof Housing, Accommodations and Amenities (Accommodation and Centralized Accommodation) Regulations 2020 (“EMSHA Regulations”)**\n\n \n\nThe\nEMSHA 1990 and the EMSHA Regulations issued under the EMSHA 1990, imposes, among others, the minimum standards on accommodation for employees\nand the requirement for accommodation provided to employees to be certified with a certificate of accommodation from the Department of\nLabour Peninsular Malaysia.\n\n \n\nAn\napplication for the certificate of accommodation may be made by an employer or a centralized accommodation provider to the Department\nof Labour Peninsular Malaysia. To obtain a certificate of accommodation, an employer or a centralized accommodation provider is required\nto ensure that every accommodation provided for employees complies with the minimum standards which includes among others, the minimum\nspace requirement for workers’ accommodation, basic facilities, as well as safety and hygiene standards required under the EMSHA\n1990 or any regulations made thereunder. Pursuant to the EMSHA 1990, failure to obtain such certification may constitute to a fine not\nexceeding RM50,000 with respect to each employees’ accommodation without a certificate of accommodation.\n\n** **\n\n**Personal\nData Protection Act 2010 (“PDPA 2010”)**\n\n \n\nThe\nPDPA 2010 regulates the processing of personal data in commercial transactions and to provide for matters connected therewith and\nincidental thereto. The PDPA 2010 applies to (a) any person who processes and (b) any person who has control over or authorizes\nthe processing of any personal data in respect of commercial transactions (“Data User”).\n\n \n\nThe\nprocessing of personal data by a Data User must be in compliance with various personal data protection principles, namely (a) the\nGeneral Principle; (b) the Notice and Choice Principle; (c) the Disclosure Principle; (d) the Security Principle; (e) the\nRetention Principle; (f) the Data Integrity Principle; and (g) the Access Principle (collectively, “the Personal Data\nProtection Principles”). A Data User who contravenes the Personal Data Protection Principles commits an offence and shall, on conviction,\nbe liable to a fine not exceeding RM300,000 and/or to imprisonment for a term not exceeding 2 years.\n\n \n\nIn\nthe course of our business, we collect the personal data of our employees and members who signed up for our membership program. Although\nour Group does not fall within the classes of data users identified under the Personal Data Protection (Class of Data Users) Order 2013\nwhich are required to be registered as Data Users under the PDPA 2010, we are nonetheless required to comply with the PDPA 2010.\n\n \n\n34\n\n \n\n4C.\nOrganizational Structure\n\n \n\nThe\nfollowing diagram illustrates our corporate structure as of the date of this annual report:\n\n \n\n \n\n4D.\nProperty, plants and equipment\n\n \n\nOur principal executive office\nis located in No. 1, Jalan Perda Jaya, Kawasan Perniagaan Perda Jaya, 14000 Bukit Mertajam, Penang, Malaysia, consisting of approximately\n557 square meters of leased office space primarily for corporate administration. Our central kitchen with the warehouse located in Bukit\nMertajam, Penang, occupies approximately 1,301 square meters, while the transit warehouse in Kota Damansara, Selangor outside Kuala Lumpur,\nhas an aggregate floor area of approximately 923 square meters. Both our central kitchen facilities and the transit warehouse are leased\nby us. As of the date of this annual report, we also lease other properties in eleven cities or towns in Malaysia for a total of approximately\n10,505 square meters as premises for our company-owned restaurant outlets.\n\n \n\nAs of the date of this annual\nreport, we own four properties located in Bukit Mertajam, Penang, Malaysia and one building in Johor Bahru, Johor, Malaysia, with an\naggregate floor area of approximately 3,954 square meters. Currently, all of the properties owned by us are leased out to other third-party\nbusinesses. \n\n \n\n35"}