{"url_path":"/sec/mb/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 KEY INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2027265/0001493152-26-023479-index.html","accession_number":"0001493152-26-023479","cik":"0002027265","ticker":"MB","issuer_name":"MASTERBEEF GROUP","edgar_url":"https://www.sec.gov/Archives/edgar/data/2027265/0001493152-26-023479-index.html","primary_entity_key":"0002027265","primary_entity_name":"MASTERBEEF GROUP"},"word_count":24158,"has_tables":true,"body_markdown":"**ITEM\n3. KEY INFORMATION**\n\n \n\n**A.**\n**DISCLOSURES\nREGARDING HAVING OUR OPERATIONS IN HONG KONG**\n\n \n\nWe\nare not a Hong Kong operating company but a holding company organized under the laws of the Cayman Islands with all of our operations\nconducted by our Hong Kong Operating Subsidiaries located in Hong Kong. Our principal executive offices are also located in Hong Kong.\nHong Kong is a special administrative region of the People’s Republic of China (“China” or the “PRC”) and\nthe basic policies of the PRC regarding Hong Kong are reflected in Hong Kong’s Basic Law. Due to the long-arm provisions under\nthe current PRC laws and regulations, the PRC government may exercise significant oversight and discretion over the conduct of our business\nand may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value\nof our Ordinary Shares. See Item 3.D. “Risk Factors. Risks Related to Doing Business in Hong Kong - “The PRC government may\nintervene or influence our operations at any time, which could result in a material change in our operations and/or the value of our\nOrdinary Shares” below.\n\n \n\nOur\nOrdinary Shares are shares of the Company, a Cayman Islands holding company, and not shares of our Operating Subsidiaries. Our investors\nwill not directly hold equity interests in our Operating Subsidiaries.\n\n \n\n**Holding\nForeign Companies Accountable Act**\n\n \n\nPursuant\nto the Holding Foreign Companies Accountable Act (the “HFCAA”), which became law in December 2020, our Ordinary Shares may\nbe prohibited from trading on a U.S. exchange if our auditor cannot be fully inspected by the Public Company Accounting Oversight Board\n(the “PCAOB”). The HFCAA originally prohibited foreign companies from listing their securities on U.S. exchanges if the company’s\nauditor has been unavailable for PCAOB inspection or investigation for three consecutive years beginning in 2021. On December 16, 2021,\nthe PCAOB issued a determination (the “Determination Report”) that the PCAOB is unable to inspect or investigate completely\nPCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong because of positions taken by authorities in\nthose jurisdictions, and the PCAOB included in the Determination Report a list of the accounting firms that are headquartered in the\nPRC or Hong Kong. On December 29, 2022, as part of the Consolidated Appropriations Act, 2023 (the relevant portion of which is referred\nto as the “AHFCAA”), the time period for the delisting of foreign companies under the HFCAA was reduced from three consecutive\nyears to two consecutive years.\n\n \n\nOn\nMarch 24, 2021, the SEC adopted interim final rules, which were amended and finalized on December 2, 2021, requiring companies that the\nSEC has identified as having filed an annual report containing an audit report issued by a registered public accounting firm that is\nlocated in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an\nauthority in that foreign jurisdiction (“Commission-Identified Issuers”) to submit documentation to the SEC establishing\nthat they are not owned or controlled by a governmental entity in that foreign jurisdiction. The\nfinal rule also clarifies that, in addition to providing the required disclosures for itself,\na Commission-Identified Issuer must provide the required disclosures about any consolidated operating company, such as a VIE.\nFurther, the rule provides notice regarding the procedures the SEC has established to identify Commission-Identified Issuers and to impose\ntrading prohibitions on the securities of certain Commission-Identified Issuers, as required by the HFCAA.\n\n \n\n3\n\n \n\n \n\nOn\nAugust 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance\nof the PRC (the “SOP”), pursuant to which the PCAOB has independent discretion to select any issuer audits for inspection\nor investigation and has the unfettered ability to transfer information to the SEC. The Determination Report as to mainland China and\nHong Kong was vacated by the PCAOB as of December 15, 2022 as a result of the PCAOB’s having been able to conduct extensive and\nthorough inspections and investigations of mainland China and Hong Kong firms in 2022 under the SOP; however, if the PCAOB encounters\nany impediment, in the future, to conducting an inspection or investigation of auditors in mainland China or Hong Kong as a result of\na position taken by an authority in either jurisdiction, it may issue new determinations consistent with the HFCAA.\n\n \n\nOur\nauditor, Onestop Assurance PAC, the independent registered public accounting firm that issued the audit report included in this Annual\nReport, is registered with the PCAOB and subject to inspections by the PCAOB on a regular basis with the last inspection in April 2022.\nOnestop Assurance PAC’s office is located in Singapore and during the fiscal years ended December 31, 2025, 2024 and 2023, and\nthrough the date of this Annual Report, they do not have any documentation related to their audit reports located in China. Therefore,\nwe believe that, as of the date of this Annual Report, our auditor is not subject to any PCAOB determinations relating to the PCAOB’s\ninability to inspect or investigate completely registered public accounting firms. However, to the extent that our auditor’s work\npapers may, in the future, become located in a jurisdiction that does not allow PCAOB full inspection rights, our Ordinary Shares could\nbe delisted and prohibited from trading on a U.S. exchange, including Nasdaq, and in the over-the-counter trading market. In addition,\nour investors would be deprived of the benefits of the PCAOB’s oversight of our auditor through such inspections and they may lose\nconfidence in our reported financial information and procedures and the quality of our financial statements. We cannot assure you whether\nNasdaq or other regulatory authorities will apply additional or more stringent criteria to us. Such uncertainty could cause the market\nprice of our Ordinary Shares to be materially and adversely affected. See Item 3.D. “Risk Factors. Risks Related to Doing Business\nin Hong Kong – Under the HFCAA, if the PCAOB is unable to inspect or investigate completely registered public accounting firms\nheadquartered in mainland China or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken\nby one or more authorities in mainland China or Hong Kong, and if our auditor is located in Hong Kong or the PRC in the future, it could\nresult in the prohibition of trading in our securities by our not being allowed to list on a U.S. exchange, and as a result an exchange\nmay determine to delist our securities, which would materially affect the interest of our investors,” below.\n\n \n\n**PRC\nRegulatory Actions**\n\n \n\nRecently,\nthe PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations\nin China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over\nChina-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity\nreviews and expanding efforts in anti-monopoly enforcement. We do not believe that we are directly subject to these regulatory actions\nor statements, as we do not have a variable interest entity structure and our business does not implicate cybersecurity or involve any\nother type of restricted industry. Because these statements and regulatory actions are new, however, it is highly uncertain how soon\nlegislative or administrative regulation making bodies in China will respond to them, or what existing or new laws or regulations will\nbe modified or promulgated, if any, or what the potential impact of any such modified or new laws and regulations will be on our daily\nbusiness operations or our ability to accept foreign investments and list on a U.S. exchange.\n\n \n\nAdverse\nregulatory developments in China may subject us to additional regulatory review, and additional disclosure requirements and regulatory\nscrutiny to be adopted by the SEC in response to risks related to recent regulatory developments in China may impose additional compliance\nrequirements for companies like us with Hong Kong-based operations, all of which could increase our compliance costs and subject us to\nadditional disclosure requirements.\n\n \n\nThe\nenforcement of laws and rules and regulations in China can change quickly with little advance notice. Additionally, the PRC laws and\nregulations and the enforcement of such that apply or are to be applied to Hong Kong can change quickly with little or no advance notice.\nAs a result, the Hong Kong legal system embodies uncertainties that could limit the availability of legal protections, which could result\nin a material change in our operations and/or the value of our Ordinary Shares**.**See “Item 3.D. “Risk Factors\n- The PRC laws, rules and regulations that apply or are to be applied to Hong Kong, and the enforcement of the same, can change quickly\nwith little or no advance notice. As a result, the Hong Kong legal system embodies uncertainties that could limit the availability of\nlegal protections, which could result in a material change in our Hong Kong Operating Subsidiaries’ operations and/or the value\nof our securities,” below.\n\n \n\n4\n\n \n\n \n\nAll\nof our operations are conducted in Hong Kong, a special administration region of China with its own governmental and legal system that\nis independent from mainland China. As a result, Hong Kong has its own distinct rules and regulations. Hong Kong’s and the PRC’s\nlegal systems are evolving and have inherent uncertainties that could limit the legal protection available to our investors. Moreover,\nyou may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in the\nCayman Islands or Hong Kong based on U.S. or other foreign laws, and the ability of U.S. authorities to bring actions in the Cayman Islands\nor Hong Kong may also be limited. See Item 3.D. “Risk Factors - Risks Related to Our Company” and “- Risks Related\nto our Securities.”\n\n \n\n**Transfers\nof Cash To and From Our Subsidiaries**\n\n \n\nOur\nmanagement closely monitors the cash position of our Group to ensure it has the necessary funds to fulfill its obligations for the foreseeable\nfuture and to ensure adequate liquidity. In the event that there is a need for cash or a potential liquidity issue, it will be reported\nto our Chief Executive Officer and Executive Directors.\n\n \n\nThe\nability of MasterBeef Group to transfer cash to its Hong Kong Subsidiaries is subject to the following: due corporate authorization in\naccordance with the memorandum and articles of association of MasterBeef Group (the “Memorandum and Articles of Association”)\nand MasterBeef Group being solvent and able to pay its debts. MasterBeef Group is permitted under the laws of the Cayman Islands and\nits Memorandum and Articles of Association to provide funding to our Operating Subsidiaries incorporated in the British Virgin Islands\nand Hong Kong through loans or capital contributions. MasterBeef Group’s wholly-owned subsidiaries formed under the laws of the\nBritish Virgin Islands (the “BVI Subsidiaries”) are permitted under the laws of the British Virgin Islands to provide funding\nto our Hong Kong Operating Subsidiaries subject to certain restrictions laid down in the British Virgin Islands Business Companies Act\n(as amended) and to the memorandum and articles of association of the relevant BVI Subsidiary.\n\n \n\nThe\nability of the BVI Subsidiaries, the direct subsidiaries of MasterBeef Group, to transfer cash to MasterBeef Group is subject to the\nfollowing: according to the British Virgin Islands Business Companies Act (as amended), the BVI Subsidiaries may make dividend distributions\nto the extent that, immediately after the distribution, the value of the company’s assets exceeds its liabilities and that such\ncompany is able to pay its debts as they fall due.\n\n \n\nThe\nability of MasterBeef Group’s subsidiaries incorporated in Hong Kong (the “Hong Kong Subsidiaries”) to transfer cash\nto the BVI Subsidiaries is subject to the following: according to the Companies Ordinance of Hong Kong, the Hong Kong Subsidiaries may\nonly make a distribution out of profits available for distribution. As of the date of this Annual Report, we have not adopted and do\nnot maintain any cash management policies and procedures with respect to the size or means of such transfers.\n\n \n\nCurrently,\nall of our operations are in Hong Kong. Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding\nHong Kong are reflected in the Basic Law. The arrangement provides Hong Kong with a high degree of autonomy and executive, legislative\nand independent judicial powers, including that of final adjudication under the principle of “one country, two systems” and\na distinct set of laws and regulations. The laws and regulations of mainland China do not currently have any impact on the transfer of\ncash from MasterBeef Group to our Hong Kong Subsidiaries or from our Hong Kong Subsidiaries to MasterBeef Group and U.S. investors. There\nare currently no restrictions or limitations under the laws of Hong Kong imposed on the conversion of Hong Kong dollars (“HKD”)\ninto foreign currencies and the remittance of currencies out of Hong Kong, nor is there any restriction on any foreign exchange to transfer\ncash between MasterBeef Group and our Hong Kong Subsidiaries, across borders and to U.S. investors, or to distribute earnings from our\nHong Kong Subsidiaries to MasterBeef Group and U.S. investors and for amounts owed. However, there can be no assurance that the flow\nof cash in or out of Hong Kong would not be restricted or prohibited. To the extent the Company’s cash or assets in the business\nare in Hong Kong or a Hong Kong entity, the Company’s funds or assets may, in the future, not be available to fund operations or\nfor other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of the Company\nand our Operating Subsidiaries by the PRC government to transfer cash or assets. Any restrictions, prohibitions, interventions or limitations\non the ability of the Company or our Operating Subsidiaries to transfer cash or assets in or out of Hong Kong may result in these funds\nor assets not being available to fund operations or for other uses outside of Hong Kong, which could have a material adverse effect on\nour ability to conduct our business.\n\n \n\n5\n\n \n\n \n\nDuring\nthe years ended December 31, 2025, 2024 and 2023, MasterBeef Group, the BVI Subsidiaries and the Operating Subsidiaries have not distributed\nany cash dividends or made any other cash distributions.\n\n \n\nThe\nsignificant cash transfers among the Operating Subsidiaries during the years ended December 31, 2025, 2024 and 2023 are summarized below:\n\n \n\nPurchase\nof food ingredients\n\n \n\nTak\nMoon Food Supplies Limited, the Operating Subsidiary responsible for the purchase of food ingredients from external suppliers mainly\nin Hong Kong, received approximately HK$191,394,000, HK$190,154,000 and HK$187,730,000 in the financial years ended December 31, 2025,\n2024 and 2023, respectively, from the other Operating Subsidiaries as payments and deposits for their food supplies. Tak Mei Food Supplies\nLimited, a subsidiary of the Company responsible for the purchase of food ingredients from external suppliers mainly in Taiwan, received\napproximately HK$12,042,673, HK$15,178,000 and HK$12,553,000 in the financial years ended December 31, 2025, 2024 and 2023, respectively,\nfrom Tak Moon Food Supplies Limited as payments for its food supplies.\n\n \n\nManagement\nfees\n\n \n\nHouse\nof Talent Limited, the Operating Subsidiary responsible for human resources functions of the Group, received approximately HK$147,969,000\nHK$161,651,000 and HK$160,902,000 in the financial years ended December 31, 2025, 2024 and 2023, respectively, from the other Operating\nSubsidiaries as management fees for the provision of manpower resources to the other Operating Subsidiaries.\n\n \n\nFunding\nand deposits\n\n \n\nApproximately\nHK$14,500,000, HK$65,627,000 and HK$67,719,000 were transferred among the Operating Subsidiaries in the financial years ended December\n31, 2025, 2024 and 2023, respectively, primarily for: (i) funding or repayment of funding for the initial set up costs of certain new\nrestaurants among the relevant Operating Subsidiaries; (ii) consolidating idle cash from various Operating Subsidiaries for the purpose\nof making time deposit placements in 2023; and (iii) reallocating the idle cash to various Operating Subsidiaries upon maturity of the\ntime deposit placements in 2024.\n\n \n\nMiscellaneous\n\n \n\nApproximately\nHK$4,868,000, HK$9,945,000 and HK$7,713,000 were transferred among the Operating Subsidiaries in the financial years ended December 31,\n2025, 2024 and 2023, respectively, primarily for various other purposes, including but not limited to: (i) the repayments of miscellaneous\nexpenses (such as renovation and design costs, rent and rates, advertising and marketing expenses, professional service fees, cleaning\nexpenses and printing expenses) paid on behalf of certain Operating Subsidiaries by the other Operating Subsidiaries; and (ii) the resale\nof equipment among certain Operating Subsidiaries.\n\n \n\nWe\ncurrently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not\nanticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will\nbe made at the discretion of our Board after considering our financial condition, results of operations, capital requirements, contractual\nrequirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in\nany future financing instruments.\n\n \n\nIf\nwe determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds\nfrom our subsidiaries by way of dividend payments. Subject to due corporate authorization in accordance with the Memorandum and Articles\nof Association of MasterBeef Group and MasterBeef Group being solvent and able to pay its debts, we are permitted under the laws of the\nCayman Islands and our Memorandum and Articles of Association to provide funding to our subsidiaries through loans or capital contributions.\nOur Hong Kong Subsidiaries are permitted under the laws of Hong Kong to provide funding to us through dividend distributions subject\nto certain statutory requirements of having sufficient profits.\n\n \n\n6\n\n \n\n \n\nSubject\nto Hong Kong law, the Companies Act and our Memorandum and Articles of Association, our Company in general meeting may declare dividends\nin any currency, but no dividends shall be declared in excess of the amount recommended by our Board. Subject to a solvency test, as\nprescribed in the Companies Act, and the provisions, if any, of the company’s memorandum and articles of association, a company\nmay pay dividends and distributions out of its share premium account. In addition, dividends may be paid out of profits available on\na company level. The Cayman Islands does not impose a withholding tax on payments of dividends to shareholders in the Cayman Islands.\n\n \n\nUnder\nHong Kong law, dividends could only be paid out of distributable profits (that is, accumulated realized profits less accumulated realized\nlosses) or other distributable reserves, as permitted under Hong Kong law. Dividends cannot be paid out of share capital. There are no\nrestrictions or limitation under the laws of Hong Kong imposed on the conversion of Hong Kong dollars into foreign currencies and the\nremittance of currencies out of Hong Kong, nor is there any restriction on foreign exchange to transfer cash between us and our subsidiaries,\nacross borders and to U.S. investors, nor are there any restrictions and limitations to distribute earnings from our business and subsidiaries,\nto us and U.S. investors and amounts owed. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable\nin Hong Kong in respect to dividends paid by us. Further, there are no restrictions or limitation under the laws of Hong Kong imposed\non the conversion of HK$ into foreign currencies and the remittance of currencies out of Hong Kong or across borders and to U.S. investors.\nThe PRC laws and regulations do not currently have any impact on transfer of cash from us to our Hong Kong Subsidiaries nor from our\nHong Kong Subsidiaries to us, our shareholders or U.S. investors. However, in the future, funds may not be available to fund operations\nor for other use outside of Hong Kong, due to the imposition of restrictions and limitations on our ability or on our subsidiary’s\nability to transfer cash. Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect\non our ability to conduct our business and might materially decrease the value of our ordinary shares or cause them to be worthless.\nCurrently, all of our operations are in Hong Kong through the Hong Kong Subsidiaries. We do not have or intend to set up any subsidiary\nor enter into any contractual arrangements to establish a VIE structure with any entity in mainland China. Since Hong Kong is a special\nadministrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law of the Hong Kong\nSpecial Administrative Region of the People’s Republic of China, or the Basic Law, providing Hong Kong with a high degree of autonomy\nand executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country,\ntwo systems”. The PRC laws and regulations do not currently have any material impact on transfer of cash from us to our Hong Kong\nSubsidiaries or from our Hong Kong Subsidiaries to us and U.S. investors. However, in the future, restrictions or limitations may be\nimposed on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within\nour organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may\ndelay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our Hong Kong\nOperating Subsidiaries. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each\ncase, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects\nof our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain\nmore licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures\nare required to be implemented, our business, financial condition and results of operations could be adversely affected and such measures\ncould materially decrease the value of our Ordinary Shares, potentially rendering it worthless.\n\n \n\n**B.\nCAPITALIZATION AND INDEBTEDNESS**\n\n \n\nNot\nApplicable\n\n \n\n**C.\nREASONS FOR THE OFFER AND USE OF PROCEEDS.**\n\n \n\nNot\nApplicable\n\n \n\n**D.\nRISK FACTORS**\n\n \n\nAn\ninvestment in our Ordinary Shares is highly speculative and involves a significant degree of risk. The risks discussed below could materially\nand adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the\ntrading price of our Ordinary Shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial\nmay also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability\nto pay dividends, and you may lose all or a part of your investment. The realization of any of the risks described below could have a\nmaterial adverse effect on our business, results of operations and future prospects.\n\n \n\n7\n\n \n\n \n\n**Risks\nRelated to our Business and Industry**\n\n \n\n**We\noperate in a highly competitive industry. Any failure to compete favorably could adversely affect our business, results of operations\nand financial condition.**\n\n \n\nThe\nrestaurant industry in Hong Kong is highly competitive. Key competitive factors in the industry include type of cuisine, food choice,\nfood quality and consistency, quality of service, price, dining experience, restaurant location and the ambiance of the restaurant. There\nis a large number of restaurants in Hong Kong that specialize in Taiwanese cuisine, and our Hong Kong Operating Subsidiaries also face\ncompetition from other players in this market including locally-owned restaurants and regional and international chains, particularly\nwithin the mid-range hotpot, barbecue and all-you-can-eat categories. Many of our competitors have greater financial and operational\nresources and economics of scale, longer operating history, more strategic marketing activities and more established market position\nand brand recognition than we do. As a result, they may be better positioned to attract customers, identify and respond to their changing\npreferences and generate greater profits. Any inability to successfully compete with other restaurants in our market segments may prevent\nus from increasing or sustaining our revenues and profitability and cause us to lose market share, which could have a material adverse\neffect on our business, results of operations or financial condition. We may also need to modify or refine elements of our food offerings\nto evolve our concepts in order to compete with popular new restaurant styles or concepts that develop from time to time. There is no\nassurance that we will be successful in implementing these modifications or that these modifications will have the intended effect.\n\n \n\nFurther,\nthe level of competition that our Operating Subsidiaries face could also have a material adverse effect on our Group’s future growth\nand profitability if we are not able to maintain our competitive edge and distinguish our restaurant outlets from those of our competitors.\nOur competitors may develop new restaurants that operate along the same concepts that are similar to those our Operating Subsidiaries\noperate or intend to operate.\n\n \n\n**Our\nsuccess depends substantially on the market recognition of our brands, and any negative publicity or damage to our brands could adversely\naffect our business, results of operations and financial condition.**\n\n \n\nWe\nbelieve that our success and the strength of our competitive position depend to a large extent on the market recognition of our brands,\nincluding Master Beef (牛大人) and Anping Grill (安平燒肉). Over the years, our brands have\nreceived various certifications and awards. (See “Item 4. Information on the Company - Business of MasterBeef Group - Awards and\nrecognitions” in this Annual Report.) Our ability to protect and enhance the value of our brands is significant to our continued\nsuccess. Any incident that erodes consumer trust in or affinity for our brands could significantly reduce their value. We can be adversely\naffected by negative publicity, whether accurate or not, regarding food quality issues, public health concerns, illness, safety, injury\nor government or industry findings concerning our restaurant outlets or others across the restaurant industry supply chain. To the best\nof our Directors’ knowledge, information and belief, we are not aware of any customer complaints seeking material compensation\nthat could have a material adverse effect on our business and results of operations during the three years ended December 31, 2023, 2024\nand 2025 and up to the date of this Annual Report. Nevertheless, if there are a significant number of complaints or claims against us,\neven if meritless or unsuccessful, they could force us to divert management and other resources from our business concerns and result\nin negative publicity. Customers may lose confidence in our brands, which may lead to a decline in the number of customer visits and\nbusiness of our restaurant outlets.\n\n \n\nMeanwhile,\nas we continue to expand in size, broaden our food offerings and services and extend our geographic reach, maintaining quality and consistency\nin our food and services may become increasingly difficult and there is no assurance that customer confidence in our brands will not\ndiminish. If customers perceive or experience a deterioration in our food quality, service, or ambiance, or believe in any way that we\nfail to deliver a consistently positive dining experience, the value of our brands could suffer, which could have an adverse effect on\nour business, results of operations and financial condition.\n\n \n\n8\n\n \n\n \n\n**If\nour expansion plan proves to be unsuccessful, or if we fail to obtain sufficient funding for our expansion plans, our business, results\nof operations and growth prospects could be materially adversely affected.**\n\n \n\nOur\nGroup’s future growth relies on our ability to open and operate new restaurant outlets to expand our restaurant network in a profitable\nmanner. For details, see “Item 4. Information on the Company - Business of MasterBeef Group - Business Strategies” in this\nAnnual Report. The restaurant industry in Hong Kong is highly competitive. Our Operating Subsidiaries’ ability to successfully\nopen new restaurant outlets is subject to a number of risks and uncertainties, including without limitation: (i) identifying suitable\nlocations and/or securing leases on reasonable terms; (ii) timely securing necessary governmental approvals, licenses and permits; (iii)\nour ability to hire quality personnel; (iv) our ability to control renovation and development costs; (v) timely delivery of renovation\nworks; (vi) securing sufficient customer demand; (vii) securing adequate suppliers and inventory that meet our quality standards on timely\nbasis; (viii) the impact of cannibalization (which is the reduction of the sales of our own products as a consequence of our introduction\nof another similar product) due to proximity to an existing location; and (ix) the general economic conditions.\n\n \n\nThe\ncosts incurred in the opening of new restaurant outlets and the expansion plans may place substantial strain on our managerial, operational\nand financial resources. There is no assurance that our managerial, operational and financial resources will be adequate to support the\nrelatively rapid pace of our expansion. As such, there is no assurance that our Operating Subsidiaries can always operate the expanded\nnetwork on a profitable basis or that any new restaurant outlet will reach the planned operating levels. If any new restaurant outlet\nexperiences prolonged delay in breaking even or achieving our desired level of profitability or operates at a loss, our Operating Subsidiaries’\noperational and financial resources could be strained and our Group’s overall profitability could be adversely affected.\n\n \n\nIn\nthe event that our Group’s expansion plan proves to be unsuccessful, our overall cash flow position, as well as our profitability,\ncould be materially adversely affected. We may, however, require additional cash resources to finance our continued growth or other future\ndevelopments, including any investments we may decide to pursue. The amount and timing of such additional financing needs will vary depending\non the timing of our new restaurant outlet openings, our investments and the amount of cash flow from our operations. Our Group’s\nability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, some of which are beyond our control,\nincluding general economic and capital market conditions, credit availability from banks or other lenders, investors’ confidence\nin us, the performance of the restaurant industry in general, and our operating and financial performance in particular. There is no\nassurance that future financing will be available in amounts or on terms acceptable to us, if at all. The unavailability of financing\non terms acceptable to us or at all could materially adversely affect our business, results of operations and growth prospects.\n\n \n\n**Our\nfuture success depends on our ability to meet customer expectations and anticipate and react to evolving customer preferences.**\n\n \n\nOur\ncontinuous introduction of new menu items is a measure to cope with ever-changing customer preferences and remain competitive in the\nmarket. In the past, our Hong Kong Operating Subsidiaries have launched a number of new menus, side dishes and drinks with a view to\ncatering to our customers’ changing tastes and dietary habits. We believe our future success depends, to a large extent, on our\nability to offer new menu items and refine our existing dishes based on evolving market trends and tastes, dietary habits, expectations,\nand other preferences of our target customers. We cannot assure that our restaurant outlets’ existing and new menu items will continue\nto attract and be accepted by our target customers in the future. If we fail to anticipate or react to the latest food trends or customer\npreferences, we may lag behind our Hong Kong Operating Subsidiaries’ competitors in developing and introducing dishes which appeal\nto our customers, which could in turn cause us to lose our competitiveness, and our Hong Kong Operating Subsidiaries’ business\nand results of operations could be adversely affected.\n\n \n\n**Opening\nnew restaurant outlets may result in fluctuations in our financial performance, and the business and results of operations of our existing\nrestaurant outlets may be materially adversely affected if new restaurant outlets are opened nearby.**\n\n \n\nOur\nOperating Subsidiaries’ business and results of operations have been, and may in the future continue to be, significantly influenced\nby the opening of new restaurant outlets which often involves initially lower sales and higher start-up operating costs, such as rental\ndeposits, renovation cost, cost of utensils and equipment and staff costs. As such, the number and timing of new restaurant outlet openings\nmay continue to have a material effect on our business and results of operations. Our Operating Subsidiaries’ profitability may\nfluctuate and our results for a given fiscal period are not necessarily indicative of results to be expected for any other fiscal period.\n\n \n\nIn\naddition, the customer profile of our restaurant outlets may vary by location depending on a multitude of factors including population\ndensity, demographics and commercial establishments. The opening of new restaurant outlets may divert some of our customers away from\nour existing restaurant outlets nearby and therefore may cannibalize the number of customer visits and revenue of our existing restaurant\noutlets.\n\n \n\n9\n\n \n\n \n\nWe\nalso plan to open new restaurant outlets in districts that our Operating Subsidiaries currently do not have any presence. There is however\nno assurance that our restaurant outlets can be well received in the new districts, or that customer diversion among our existing and\nnew restaurant outlets will not occur in the future as our Operating Subsidiaries continue to expand our operations. We may not be able\nto attract enough customers to achieve breakeven or investment payback, which could have a material adverse effect on our Operating Subsidiaries’\nbusiness and results of operations.\n\n \n\n**The\nlimited choices of commercially attractive locations, failure to renew existing leases, breach of existing lease agreements or increase\nin rental expenses could materially adversely affect our business, results of operations and financial condition.**\n\n \n\nAll\nof our existing restaurant outlets are situated at prime/populated locations in Hong Kong, including Mong Kok, Tsim Sha Tsui, Causeway\nBay, Kwun Tong, Sha Tin and Yuen Long. Due to our stringent criteria on the restaurant locations, commercially viable choices which meet\nour site selection criteria are usually limited. If we open new restaurant outlets, there is no assurance that we will be able to find\nsuitable premises for our restaurant outlets on commercially reasonable terms, in which case our expansion plan may be delayed or disrupted\nwhich could in turn have a material adverse effect on our business, results of operations and financial condition.\n\n \n\nMost\nof the lease agreements for our restaurant outlets generally have an initial lease term of three years with or without options to renew.\nFor leases without options to renew, whether our Hong Kong Operating Subsidiaries are able to renew is normally subject to further negotiation\nwith the landlords. There is no assurance that our Hong Kong Operating Subsidiaries will be able to renew such lease agreements on terms\nwhich are acceptable to us. If our Hong Kong Operating Subsidiaries are unable to renew any of the existing leases on commercially acceptable\nterms or at all, we will need to identify alternative locations to carry on the business of the relevant restaurant outlets. Further,\nif our Hong Kong Operating Subsidiaries breach any of our lease agreements, such lease agreements may be terminated prematurely which\nwill require us to relocate. As a result, our Hong Kong Operating Subsidiaries’ operations could be disrupted and our Hong Kong\nOperating Subsidiaries’ results of operations could be materially adversely affected due to among others, additional costs for\nsuch relocation.\n\n \n\nAs\nof the date of this Annual Report, our Hong Kong Operating Subsidiaries lease all of the properties on which our restaurant outlets are\noperated, and we are accordingly exposed to market fluctuations of the retail rental market. If we are unable to pass the increased rentals\nand related expenses onto our customers, our business, results of operations and financial condition could be materially adversely affected.\n\n \n\n**Our\nresults of operations may be adversely affected by unexpected closure or renovation of shopping malls or commercial buildings in which\nour restaurant outlets are located.**\n\n \n\nAs\nof the date of this Annual Report, all of our existing restaurant outlets are situated at locations with high customer traffic, such\nas shopping malls and commercial buildings in prime districts. We believe the success of our restaurant outlets depends substantially\non their locations. There is no assurance that the shopping malls or commercial buildings in which our restaurant outlets are located\nwill continue to operate and will not be closed down or demolished. In addition, any renovation of the shopping malls or commercial buildings\nin which our restaurant outlets are located may lower the customer traffic flow towards the complex and therefore adversely affect the\naccessibility of our restaurant outlets. Meanwhile, poor maintenance of the shopping malls and commercial buildings may also attract\nless patronage and thereby result in fewer customers visiting our restaurant outlets. As the competition for desirable restaurant locations\nwith high customer traffic is intense, if our current restaurant outlet locations become unattractive and our Operating Subsidiaries\ncannot relocate our restaurant outlets to other desirable locations at reasonable terms, our results of operations may be adversely affected.\n\n \n\n10\n\n \n\n \n\n**If\nour restaurant outlets do not meet our expectations, or the demographics or other characteristics of the surrounding area change adversely,\nour business and results of operations could be adversely affected.**\n\n \n\nAll\nof our restaurant outlets are situated at prime/populated locations in Hong Kong. There is no assurance that our restaurant outlets will\nalways be commensurate with our site selection criteria as the characteristics or demographics of surrounding areas may change adversely\nin the future, which may result in reduced business at these outlets. For example, the closure of public transportation system or the\ndevelopment of heavy construction or renovation works in surrounding areas may adversely affect the accessibility of our restaurant outlets\nor reduce the pedestrian or vehicle flow in the area, resulting in reduced number of customer visits and potentially reduced sales at\nour restaurant outlets. Meanwhile, we have no control over the mix and placement of tenants of the premises where our restaurant outlets\nare located. Any substantial increase in the number and proximity level of competitors in these premises would intensify surrounding\ncompetition and could in turn affect our business performance. In these circumstances, our Operating Subsidiaries may wish to relocate\nour operations upon expiry of our existing leases or terminate leases early. However, our Operating Subsidiaries may not be able to locate\nnew restaurant sites which are available on commercially acceptable terms. In such circumstances, our business and results of operations\ncould be adversely affected.\n\n \n\n**Our\nHong Kong Operating Subsidiaries require various licenses, approvals and permits to operate our business. Any failure in obtaining or\nrenewing any of the licenses, approvals and permits for our operations could materially adversely affect our business, results of operations\nand financial condition.**\n\n \n\nOur\nHong Kong Operating Subsidiaries are required to obtain and maintain and have obtained various types of licenses, including general restaurant\nlicense, food factory license, water pollution control license and liquor license, for our operations in Hong Kong. As of the date of\nthis Annual Report, all of our Hong Kong Operating Subsidiaries have obtained all applicable licenses and/or fulfilled all applicable\nlicensing requirements and are in compliance with the applicable laws and regulations. For details, see “*Regulations*”\nin this Annual Report. There is no assurance that our Hong Kong Operating Subsidiaries’ existing licenses, approvals or permits\ncan be successfully renewed upon their expiry, or that our Hong Kong Operating Subsidiaries can obtain all the requisite licenses, approvals\nor permits for the business operations of our new restaurant outlets which we open. Failure to obtain or renew some or all of the requisite\nlicenses, approvals or permits in a timely manner or at all for factors within or beyond our control may require us to suspend part or\nall of our operations and delay planned new business operations, hence interrupting our existing restaurant business and expansion plan,\nwhich could materially adversely affect our business, results of operations and financial condition.\n\n \n\n**We\nrely on individuals to hold all the liquor licenses of our restaurant outlets**\n\n \n\nAll\nholders of the liquor license of each of our restaurant outlets are our Hong Kong Operating Subsidiaries’ employees as of the date\nof this Annual Report. Pursuant to the Dutiable Commodities (Liquor) Regulations (Chapter 109B of the Laws of Hong Kong) (the “DCR”),\nany transfer of a liquor license must be conducted in the prescribed form with the consent of the liquor license holder. In case of illness\nor temporary absence of the liquor license holder, the secretary of the Liquor Licensing Board may in his/her discretion authorize any\nperson to manage the licensed premises upon application by the liquor license holder. For details, see “Item 4. Information on\nthe Company - Regulatory Environment” below.\n\n \n\nThere\nis no assurance that our Hong Kong Operating Subsidiaries will be able to retain these liquor license holders as our Hong Kong Operating\nSubsidiaries’ employees in the future. In the event that these employees leave our Group, our Hong Kong Operating Subsidiaries\nwill need to apply for their liquor licenses to be transferred to other employees. If any of these liquor license holders refuses to\ngive consent to a transfer application when a transfer is required, fails to make an application in respect of his/her illness or temporary\nabsence, or makes a cancellation application without our consent, or if an application for new issue of a liquor license is required\nin case of death or insolvency of the relevant employee, the relevant restaurant may have to cease its sale of liquor for the time being,\nin which case could adversely affect our business and results of operations.\n\n \n\n**We\ncurrently rely on our central kitchen to supply certain food ingredients used in our restaurant outlets. Any disruption of operations\nat our central kitchen could adversely affect our reputation and results of operations.**\n\n \n\nPart\nof the food ingredients used in our restaurant outlets is pre-processed at our central kitchen before delivery to our restaurant outlets.\nAny disruption of operations at our central kitchen, such as electricity, water suspension or labor strike, may result in our failure\nto deliver food ingredients to our restaurant outlets in a timely manner, which may potentially increase our cost and time in preparation\nof our dishes. Furthermore, such disruption of operations at our central kitchen may cause our restaurant outlets to remove certain popular\nitems from our menus, which could cause us to lose customers to our competitors, and our reputation and results of operations could be\nadversely affected.\n\n \n\n11\n\n \n\n \n\n**Our\noperations are susceptible to fluctuation in the supply, quality or costs of food ingredients, which could adversely affect our profit\nmargins, business and results of operations.**\n\n \n\nOur\nprofitability depends to a large extent on our ability to anticipate and react to fluctuation in the supply, quality or costs of food\ningredients. Our Operating Subsidiaries generally do not enter into any long-term contracts with our suppliers and we therefore only\nhave a limited ability to control the prices of food ingredients that our Operating Subsidiaries purchase from our suppliers. The prices\nof food ingredients may fluctuate and be volatile, and are subject to factors beyond our control, including availability, seasonal fluctuations,\nclimate conditions, natural disasters, general economic conditions, global demand, governmental policies and regulations and exchange\nrate fluctuations. Our suppliers may also be affected by higher costs due to increasing labor costs, importation costs and other expenses\nthat they pass through to us, which will in turn lead to higher costs for food ingredients supplied to us. If we are unable to pass these\nincreased costs to our customers, our profit margins, business and results of operations could be adversely affected.\n\n \n\nIn\naddition, there is no assurance that our suppliers will always be able to meet our quality control requirements in the future. In the\nevent that any of our suppliers ceases or fails to supply quality food ingredients to us, or in the event that the conditions of fresh\nor frozen food ingredients, being perishable goods, deteriorate due to delays in delivery, malfunction of refrigeration facilities or\ninappropriate handling during delivery, causing these ingredients to be rejected, there is no assurance that we will be able to find\nsuitable replacement suppliers in a timely manner on acceptable terms, and any failure to do so could increase our food ingredient costs\nand could cause shortages of food and other supplies at our restaurant outlets.\n\n \n\nAny\nfailure to source food ingredients which meet our quality standards, in sufficient quantities, at competitive prices and in a timely\nmanner may render us unable to satisfy our customers’ orders, increase our food ingredient costs and cause a disruption to our\nrestaurant operations, which may in turn adversely affect our profit margins, business and results of operations.\n\n \n\n**A\nlarge portion of our inventory is perishable. Failure to monitor our inventory effectively could affect our profit margins, business\nand results of operations.**\n\n \n\nOur\ninventory consists primarily of food ingredients that have a limited shelf life. Although we monitor the quality and expiry dates of\nour inventory on a daily basis to prevent our food ingredients from becoming obsolete, the use of our food ingredients depends on various\nfactors beyond our control, such as the varying popularity of the relevant dishes and the number of customers in our restaurant outlets.\nAs a result, there can be no assurance that our food inventory will be fully utilized within its shelf life. This risk is exacerbated\nas our business expands because as our inventory levels increase, the risk of our food inventory becoming obsolete increases. In addition,\nany unanticipated and adverse changes to the optimal storage conditions in our restaurant outlets may accelerate the deterioration of\nour inventory, which in turn increases the risk of inventory obsolescence.\n\n \n\n**Our\nhistorical financial and operating results may not be indicative of future performance, and we may not be able to achieve and sustain\nthe historical level of our Operating Subsidiaries’ revenue and profitability.**\n\n \n\nOur\nhistorical results may not be indicative of our future performance. Our financial and operating results may not meet the expectations\nof public market analysts or investors, which could cause the future price of our Ordinary Shares to decline. Our Operating Subsidiaries’\nrevenues, expenses and operating results may vary from period to period in response to a variety of factors beyond our control, including\ngeneral economic conditions, special events, regulations or actions pertaining to restaurants based in Hong Kong and our ability to control\ncosts and operating expenses. You should not rely on our historical results to predict the future performance of our Ordinary Shares.\n\n \n\n**Our\ncontinuing and future success depends on our key personnel, and our business could be adversely affected if we lose their services or\nthey are unable to successfully manage our growing operations.**\n\n \n\nOur\ncontinuing and future success depends heavily upon the continuing service and performance of the key management personnel of our Company,\nin particular our Directors and senior management personnel. We must continue to attract, retain and motivate an adequate number of qualified\nmanagement and operating personnel, including our head chef and restaurant managers, to maintain consistency in the quality of our restaurant\noutlets and realize our expansion plan. If any member of our key management personnel fails to collaborate successfully, or if one or\nmore of them is unable to effectively implement our business strategies, we may be unable to expand our business at the pace or in the\nmanner in which we expect. Qualified management team and operating personnel in the restaurant industry in Hong Kong are in short supply,\nand competition for qualified talents is keen. We may not be able to retain our existing key management and operating personnel or attract\nsenior executives or key personnel in the future.\n\n \n\n12\n\n \n\n \n\nIf\nany of our key personnel is unable or unwilling to continue their service with us, we may not be able to find a replacement easily or\nat all, and our business could be disrupted and our results of operations could be adversely affected. In addition, if any member of\nour key personnel joins a competitor or sets up a competing business, we may lose business secrets and knowhow as a result. Any failure\nto attract, retain and motivate these key personnel may harm our reputation and result in a loss of business of our Group.\n\n \n\n**Our\nbusiness and results of operations could be adversely affected by difficulties in recruitment and retention of our employees.**\n\n \n\nAs\nrestaurant operations are highly service-oriented in general, our success depends in part upon our ability to attract, retain and motivate\na sufficient number of qualified employees, including restaurant managers, chef and kitchen personnel and service personnel, all of whom\nare necessary for our daily operations. Given that qualified individuals with sufficient experience in the restaurant industry are in\nrelatively short supply in Hong Kong, and competition for these employees is intense, there is no assurance that our Operating Subsidiaries\nwill not experience difficulties in recruiting staff in the future. Any failure to recruit and retain sufficient qualified employees\ncould delay planned new restaurant openings, cause disruptions to our Operating Subsidiaries’ existing daily operations or lead\nto employee dissatisfaction, all of which could have an adverse effect on our business and results of operations.\n\n \n\n**Any\nfailure of our information technology system or breaches of our network security could interrupt our operations and adversely affect\nour business.**\n\n \n\nOur\nHong Kong Operating Subsidiaries have installed a computerized Point of Sale (“POS”) system at each of our restaurant outlets\nfor recording invoices and sales revenue by each of our restaurant outlets. We rely on the POS system and network infrastructure to monitor\nthe daily operations of our restaurant outlets and to collect accurate up-to-date financial and operating data for business analysis.\nAny damage or failure of our computer system or network infrastructure which causes an interruption to our operations could have an adverse\neffect on our business and results of operations.\n\n \n\nWe\nalso receive and maintain certain personal information about our customers when accepting credit cards for payment or through online\nreservations or customer feedback cards. If our network security is compromised and such information is stolen or obtained by unauthorized\npersons or used inappropriately, we may be held responsible for the leakage and become subject to litigation or other proceedings. Any\nsuch proceedings could distract our management from running our business and expose us to significant liabilities and cause us to incur\nunexpected losses and expenses. Consumer perception of our Group and our brands could also be negatively affected by these events, which\ncould further adversely affect our business and results of operations.\n\n \n\n**Unforeseeable\nbusiness interruptions such as health epidemics could adversely affect our business operations.**\n\n \n\nOur\noperations are vulnerable to interruption by fires, floods, typhoons, hardware and software failures, computer viruses, power failures\nand shortages, health epidemics, terrorist attacks and other events beyond our control.\n\n \n\nOur\nbusiness is reliant on prompt delivery and transportation of our food ingredients and other supplies to our restaurant outlets. Certain\nevents, such as adverse weather conditions, public assemblies, severe traffic accidents, travel restrictions and labor strikes, could\nlead to delayed or lost deliveries of food supplies which may result in loss of revenue or claims by customers. Perishable food supplies,\nsuch as fresh or frozen food ingredients, may deteriorate due to delayed deliveries, malfunctioning of refrigeration facilities or poor\nhandling during transportation. This could result in our failure to provide quality food and services to our customers, thereby adversely\naffecting our business and damaging our reputation.\n\n \n\nNatural\ndisasters such as floods, fires and earthquakes, health epidemics, and terrorist attacks may lead to evacuations and other disruptions\nto our operations, which could also prevent us from providing quality food and services to our customers for an indefinite period of\ntime, thereby adversely affecting our business and results of operations and damaging our reputation.\n\n \n\n13\n\n \n\n \n\nWe\nalso face risks related to health epidemics. Past occurrences of epidemics or pandemics, depending on their scale of occurrence, have\ncaused different degrees of damage to the economy in Hong Kong. For example, in 2003, certain Asian countries and regions, including\nHong Kong, encountered an outbreak of Severe Acute Respiratory Syndrome (“SARS”), a highly contagious form of atypical pneumonia.\nIn 2013 and 2014, human infected cases of influenza A (H7N9) were discovered in Hong Kong. From the end of 2019 to 2022, the outbreak\nof COVID-19 wreaked havoc globally and a series of lockdown and social distancing measures were in place in many countries. A recurrence\nof SARS, COVID-19 or an outbreak of any other epidemics or pandemics, including without limitation, influenza and avian flu, in the areas\nwhere we have restaurant outlets may result in quarantines, temporary closures of our restaurant outlets, travel restrictions or the\nillness or death of key personnel and our customers. Any of the above may cause material decline in number of customer visits and disruptions\nto our operations, which in turn could materially adversely affect our business and results of operations.\n\n \n\n**We\nface risks related to instances of food contamination and food-borne illnesses.**\n\n \n\nThe\nrestaurant industry is susceptible to food contamination and food-borne illnesses. There is no assurance that our internal controls and\ntraining will be completely effective in preventing all food-borne illnesses. Furthermore, our reliance on third-party suppliers of food\ningredients and other supplies increases the risk of food contamination or food-borne illness incidents which could be caused by such\nsuppliers beyond our control and could in turn affect multiple restaurant outlets of our Group. New illnesses resistant to any precautions\nmay develop in the future, or diseases with long incubation periods could arise, such as mad-cow disease, that could give rise to claims\nor allegations on a retroactive basis. Media reports of instances of food-borne illnesses could, if highly publicized, adversely affect\nour entire industry and us in particular, impacting our restaurant sales, forcing the closure of some of our restaurant outlets and conceivably\nhaving a significant impact on our results of operations. This risk exists even if it is eventually determined that the illness in fact\nis not caused by our restaurant outlets. Furthermore, other illnesses, such as hand, foot and mouth disease, could adversely affect the\nsupply of some of our important food ingredients and significantly increase our procurement costs.\n\n \n\n**The\nrestaurant business may be subject to increasingly stringent licensing requirements and hygiene standards, which could increase our operating\ncosts.**\n\n \n\nOur\nOperating Subsidiaries are required to obtain a number of licenses, approvals and permits for our restaurant operations. The licensing\nrequirements for our restaurant operations in Hong Kong may become more stringent in the future. Also, there is no assurance that we\ncould obtain or renew all the required licenses, approvals and permits for our restaurant operations in a timely manner or at all.\n\n \n\nIn\naddition, if the relevant government authority concludes that any of our restaurant outlets is unable to meet the required hygiene standards\nor that we fail to comply with any of the conditions attached to our licenses, approvals or permits, we may be required to take steps\nto comply with the relevant laws and regulations or may face revocation of our licenses, approvals or permits or suspension of the operations\nof the relevant restaurant. Any failure to comply with existing laws, or future legislative changes, could cause us to incur significant\ncompliance costs or expenses, or result in imposition of fines or penalties against us or suspension of some or all of our business,\nwhich could materially adversely affect our financial condition and results of operations. For a description of the laws and regulations\nthat are material to our businesses in Hong Kong, see “Item. 4. Information on the Company - Regulatory Environment” below.\n\n \n\n**The\nrestaurant business is required to comply with new and existing environmental protection laws and regulations, and it may have a material\nadverse impact on us.**\n\n \n\nOur\nrestaurant business is subject to various environmental protection laws and regulations in Hong Kong in relation to pollution, treatment\nof waste and waste collection. For instance, we are required to obtain and maintain a water pollution control license for each of our\nrestaurant outlets. Moreover, the bill of the Waste Disposal (Charging for Municipal Solid Waste) (Amendment) Ordinance 2021 to implement\nmunicipal solid waste (“MSW”) charging was passed by the Legislative Council in Hong Kong on August 26, 2021. In line with\nthe “polluter-pays” principle, all waste disposed of by residential and non-residential premises (including commercial and\nindustrial sectors) in Hong Kong will be subject to charging based on its quantity. MSW charging will cover (i) domestic waste such as\nhousehold waste and (ii) commercial and industrial waste such as waste arising from shops, restaurants, hotels, offices, markets in private\nhousing estates. After the implementation of MSW charging, members of the public are required to wrap their waste properly in designated\nbags or affix a designated label on it before disposal at the designated locations. It constitutes an offence if members of public dispose\nof waste that has not been properly wrapped in designated bags or affixed with designated labels at the designated enforcement points,\nor hand it over to the staff of the Food and Environmental Hygiene Department’s refuse collection points or contractors, or the\ndrivers or staff of the relevant refuse collection vehicles. In addition to the additional costs incurred for MSW charging based on the\nquantity of waste that is disposed of from our restaurant outlets, any failure to comply with existing environmental protection laws\nand regulations or future legislative changes could cause us to incur significant compliance costs or expenses or result in imposition\nof fines or penalties against us or suspension of some or all of our business, which could materially adversely affect our financial\ncondition and results of operations. The Hong Kong government previously announced that it intends to defer the implementation of MSW\ncharging and assess the readiness of society with a view to reporting to the Legislative Council of Hong Kong towards mid-2025. As of\nthe date of this Annual Report, the Hong Kong government has decided not to proceed with the MSW charging scheme. Instead,\nthe government is pivoting to a strategy focused on voluntary public participation in waste reduction and recycling efforts. This decision\ncomes after significant public opposition and concerns about the impact on the cost of living and businesses.\n\n \n\n14\n\n \n\n \n\nFurther\nif our Operating Subsidiaries fail to comply with the relevant applicable environmental policies and laws and regulations, not only may\nwe be involved in costly litigation or subject to penalties or other sanctions imposed by the relevant governmental authorities, our\nreputation may also be adversely affected, resulting in a loss of business as our customers may be less inclined to dine in an environmentally\nnon-compliant restaurant chain. For a description of the laws and regulations that are material to our businesses in Hong Kong, see “Item\n4. Information on the Company - Regulatory Environment” below.\n\n \n\n**Macro-economic\nfactors have had and may continue to have a material adverse effect upon our business, financial condition and results of operations.**\n\n \n\nThe\nrestaurant industry in Hong Kong is affected by macro-economic factors, including changes in international, national, regional and local\neconomic conditions, employment levels, visitor arrivals and spending power of our target customers. In particular, our results of operations\nare closely affected by the macro-economic conditions in Hong Kong. Any deterioration of the economy in Hong Kong, decrease in disposable\nincome of consumers, fear of a recession and decrease in consumer confidence may lead to a reduction in the number of customer visits\nand average spending per customer at our restaurant outlets, which could materially adversely affect our financial condition and results\nof operations.\n\n \n\nMoreover,\nthe occurrence of a sovereign debt crisis, banking crisis or other disruptions in the global financial markets that could impact the\navailability of credit generally may have a material adverse effect on financings available to us. Renewed turmoil affecting the financial\nmarkets, banking systems or currency exchange rates may significantly restrict our ability to obtain financing from the capital markets\nor from financial institutions on commercially reasonable terms, or at all, which could materially adversely affect our business, financial\ncondition and results of operations.\n\n \n\n**Minimum\nwage requirements in Hong Kong could further increase and impact our staff costs in the future.**\n\n \n\nSalary\nlevels of employees in the restaurant industry in Hong Kong have been on the rise in recent years. During the three years ended December\n31, 2025, 2024 and 2023, our Group’s staff costs amounted to approximately HK$150.2 million (approximately US$19.3 million), HK$169.6\nmillion and HK$177.9 million, respectively, representing approximately 32.7%, 33.6% and 33.4% of our Group’s total revenue, respectively,\nof the corresponding year. Our operations in Hong Kong are required to comply with the statutory minimum wage requirements, and as of\nthe date of this Annual Report, the statutory minimum wage rate is HK$42.1 per hour, which went into effect May 1, 2025 and is applicable\nto both full-time and part-time employees.\n\n \n\nIf\nthere is any further increase in the statutory minimum wage rate, our staff costs would likely increase as a result. As wages increase,\ncompetition for qualified employees also increases, which may indirectly result in further increase in our staff costs. Given the competitive\nmarket environment in Hong Kong, our Hong Kong Operating Subsidiaries may not be able to pass all of these increased staff costs onto\nour customers, in which case our business and results of operations could be materially adversely affected.\n\n \n\n15\n\n \n\n \n\n**Risks\nRelated to Doing Business in Hong Kong**\n\n \n\n**A\ndownturn in the Hong Kong or global economy could materially and adversely affect our Hong Kong Operating Subsidiaries’ business\nand financial condition.**\n\n \n\nOur\nHong Kong Operating Subsidiaries’ business, prospects, financial condition and results of operations may be influenced to a significant\ndegree by political, economic and social conditions in Hong Kong and mainland China generally. While the Chinese economy has experienced\nsignificant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The PRC\ngovernment has implemented various measures to encourage economic growth and guide the allocation of resources which may affect our Hong\nKong Operating Subsidiaries.\n\n \n\nEconomic\nconditions in Hong Kong and mainland China are sensitive to global economic conditions. Any prolonged slowdown in the global economy\nmay affect our customers and have a negative impact on our business, results of operations and financial condition. Additionally, continued\nturbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs.\n\n \n\n**All\nof our operations are in Hong Kong. However, current PRC laws and regulations may influence our operations, which could result in a material\nchange in our operations and/or the value of our Ordinary Shares.**\n\n \n\nOur\noperations are primarily located in Hong Kong. As of the date of this Annual Report, we do not expect to be materially affected by recent\nstatements by the PRC authorities indicating an intent to exert more oversight over the securities offerings that are conducted overseas\nand/or foreign investment in China-based issuers. The policies, regulations, rules, and the enforcement of laws to which we are subject\nmay change. The compliance of such new laws or regulations or any associated inquiries or investigations may: (i) delay or impede our\ndevelopment; (ii) result in negative publicity or increase our operating costs; (iii) require significant management time and attention;\nor (iv) subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed\nfor our current or historical operations, or demands or orders that we modify or even cease our business practices.\n\n \n\nThe\nPRC authorities initiated a series of regulatory actions and statements to regulate business operations in certain areas in China, including\ncracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using\na VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.\nThese regulatory actions and statements emphasize the need to strengthen the administration over illegal securities activities and the\nsupervision of China-based companies seeking overseas listings. Additionally, companies are required to undergo a cybersecurity review\nif they hold large amounts of data related to issues of national security, economic development or public interest before carrying our\nmergers, restructuring or splits that affect or may affect national security. These statements were recently issued and their official\nguidance and interpretation still need to be determined in accordance with the relevant laws and regulations in effect at that time.\nWhile we believe that our Hong Kong Operating Subsidiaries’ operations are not currently being affected, they may be subject to\nadditional and stricter compliance requirements in the near term. Compliance with new regulatory requirements or any future implementation\nrules may present a range of new challenges which may create uncertainties and increase our Hong Kong Operating Subsidiaries’ cost\nof operations.\n\n \n\nThe\nPRC government may exert more supervision over offerings conducted overseas and foreign investment in China-based issuers, which may\nresult in a material change in the value of our Ordinary Shares. Any legal or regulatory changes that restrict or otherwise unfavorably\nimpact our Hong Kong Operating Subsidiaries’ ability to conduct their business could decrease demand for their services, reduce\nrevenues, increase costs, require them to obtain more licenses, permits, approvals or certificates, or subject them to additional liabilities.\nTo the extent any new or more stringent measures are implemented, our business, financial condition and results of operations could be\nadversely affected, and the value of our Ordinary Shares could decrease or become worthless.\n\n \n\n**The\nPRC government may intervene or influence our operations at any time, which could result in a material change in our operations and/or\nthe value of our Ordinary Shares.**\n\n \n\nThe\nPRC government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our\noperations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares. The enforcement\nof laws and that rules and regulations in China can change quickly with little advance notice. The PRC government may intervene or influence\nour Hong Kong Operating Subsidiaries’ operations at any time, or may exert more control over securities offerings conducted overseas\nand/or foreign investment in China-based issuers, which could result in a material change in our Hong Kong Operating Subsidiaries’\noperations and/or the value of our Ordinary Shares.\n\n \n\n16\n\n \n\n \n\n**If\nthe PRC government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in\nChina-based issuers, additional compliance procedures may be required in connection with any future offerings, which would significantly\nlimit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary\nShares to significantly decline or be worthless.**\n\n \n\nRecent\nstatements by the PRC government have indicated an intent to exert more oversight and control over offerings that are conducted\noverseas and/or foreign investments in China-based issuers. On December 28, 2021, the Cyberspace Administration of China (the\n“CAC”) jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which took\neffect on February 15, 2022 and replaced the former Measures for Cybersecurity Review (2020) issued on April 13, 2020. Measures for\nCybersecurity Review (2021) stipulate that operators of critical information infrastructure purchasing network products and\nservices, and any online platform operator carrying out data processing activities that affect or may affect national security,\nshall conduct a cybersecurity review, and any online platform operator who controls more than one million users’ personal\ninformation must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.\nWe currently do not control over one million users’ personal information and do not collect data that affects or may affect\nnational security.\n\n \n\nOn\nFebruary 17, 2023, with the approval of the State Council, the China Securities Regulatory Commission (the “CSRC”) promulgated\nthe Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”),\nand five supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures, (i) domestic companies that\nseek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the\nrequirements of the Trial Measures within three working days following their submission of initial public offerings or listing applications.\nIf a domestic company fails to complete the required filing procedures or conceals any material fact or falsifies any major content in\nits filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings and fines,\nand the controlling shareholders or actual controllers who organize or instigate the prescribed illegal acts or conceal relevant matters\nand cause the prescribed circumstances shall be subject to fines, and the person directly in charge and other directly liable persons\nmay also be subject to administrative penalties, such as warnings and fines; (ii) if the issuer meets both of the following criteria,\nthe overseas offering and listing conducted by such issuer shall be deemed an indirect overseas offering and listing by a PRC domestic\ncompany: (A) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its\naudited consolidated financial statements for the most recent fiscal year were derived from PRC domestic companies; and (B) the majority\nof the issuer’s business activities are carried out in mainland China, or its main place(s) of business are located in mainland\nChina, or the majority of its senior management team in charge of its business operations and management are PRC citizens or have their\nusual place(s) of residence located in mainland China. In such circumstances, the issuer shall designate a major domestic operating entity\nresponsible for all filing procedures with the CSRC, and shall submit filings with the CSRC within three business days after an application\nfor an initial public offering or listing in an overseas market is submitted.\n\n \n\nWe\ndid not seek approval of our IPO from the CAC or the CSRC. Uncertainties still exist, however, due to the possibility that laws, regulations,\nor policies in the PRC could change in the future. It is uncertain whether the PRC authorities will adopt additional requirements or\nextend the existing requirements to apply to our Hong Kong Operating Subsidiaries. Any future action by the PRC government expanding\nthe categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC could significantly\nlimit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities\nto significantly decline or be worthless.\n\n \n\nIn\nthe event that (i) the PRC government exerts more oversight and control over offerings that are conducted overseas and/or foreign investments\nin China-based issuers and expands the categories of industries and companies whose foreign securities offerings are subject to review\nby the CSRC or the CAC such that we are required to obtain such permissions or approvals; or (ii) we concluded that relevant permissions\nor approvals were not required but the PRC authorities take a contrary view or that we did not receive or maintain relevant permissions\nor approvals required, any action taken by the PRC authorities could significantly limit or completely hinder our operations, significantly\nlimit or completely hinder our ability to offer our Ordinary Shares to investors, and cause the value of such Shares to significantly\ndecline or become worthless.\n\n \n\n17\n\n \n\n \n\n**Although\nwe are based in Hong Kong, if we should become subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed\nChina-based companies, we may have to expend significant resources to investigate and/or defend the allegations, which could harm our\nHong Kong Operating Subsidiaries’ business operations and our reputation, and could result in a loss of your investment in our\nOrdinary Shares if such allegations cannot be addressed and resolved favorably.**\n\n \n\nDuring\nthe last several years, U.S. listed public companies that have substantially all of their operations in China have been the subject of\nintense scrutiny by investors, financial commentators and regulatory agencies. Much of the scrutiny has centered on financial and accounting\nirregularities and mistakes, lack of effective internal controls over financial reporting and, in many cases, allegations of fraud. As\na result of this scrutiny, the publicly traded stock of many U.S.-listed Chinese companies that have been the subject of such scrutiny\nhas sharply decreased in value. Many of these companies are now subject to shareholder lawsuits and/or SEC enforcement actions that are\nconducting internal and/or external investigations into the allegations.\n\n \n\nAlthough\nwe are based in Hong Kong, if we become the subject of any such scrutiny, whether any allegations are true or not, we may have to expend\nsignificant resources to investigate such allegations and/or defend the Company. Such investigations or allegations would be costly and\ntime-consuming and likely would distract our management from our normal business and could result in our reputation being harmed. The\nprice of our Ordinary Shares could decline because of such allegations, even if the allegations are false.\n\n \n\n**There\nare political risks associated with conducting business in Hong Kong.**\n\n \n\nAny\nadverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, as well\nas significant natural disasters, may affect the market and adversely affect the business operations of the Company. Hong Kong is a special\nadministrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, Hong Kong’s\nconstitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial\npowers, including that of final adjudication under the principle of “one country, two systems.” However, there is no assurance\nthat there will not be any changes in the economic, political and legal environment in Hong Kong in the future. Since our operations\nand restaurant outlets are located in Hong Kong, any change of such environment may pose immediate threat to the stability of the economy\nin Hong Kong, thereby directly and adversely affecting our results of operations and financial positions.\n\n \n\nUnder\nthe Basic Law, Hong Kong is exclusively in charge of its internal affairs and external relations, while the government of the PRC is\nresponsible for its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and develops relations with foreign\nstates and regions. Based on certain recent developments, including the Law of the PRC on Safeguarding National Security in the Hong\nKong Special Administrative Region issued by the Standing Committee of the PRC National People’s Congress in June 2020, the U.S.\nState Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from China and at the\ntime President Trump signed an executive order and Hong Kong Autonomy Act (the “HKAA”), to remove Hong Kong’s preferential\ntrade status and to authorize the U.S. administration to impose blocking sanctions against individuals and entities who are determined\nto have materially contributed to the erosion of Hong Kong’s autonomy. The United States may impose the same tariffs and other\ntrade restrictions on exports from Hong Kong that it places on goods from mainland China. These and other recent actions may represent\nan escalation in political and trade tensions involving the U.S., mainland China and Hong Kong, which could potentially harm our business.\n\n \n\nGiven\nthe relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on our Hong Kong Operating Subsidiaries’\nbusiness operations, which could in turn adversely and materially affect our business, results of operations and financial condition.\nIt is difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us.\n\n \n\n18\n\n \n\n \n\n**The\nPRC laws, rules and regulations that apply or are to be applied to Hong Kong, and the enforcement of the same, can change quickly with\nlittle or no advance notice. As a result, the Hong Kong legal system embodies uncertainties which could limit the availability of legal\nprotections, which could result in a material change in our Hong Kong Operating Subsidiaries’ operations and/or the value of our\nOrdinary Shares.**\n\n \n\nThe\nBasic Law was officially adopted at the Third Session of the Seventh National People’s Congress on April 4, 1990 in accordance\nwith the Sino-British Joint Declaration on the Question of Hong Kong entered into between the PRC and United Kingdom governments on December\n19, 1984 and has been in effect since July 1, 1997. The Basic Law embodies the “One Country, Two Systems” principle and provides\nthat Hong Kong will retain its own currency (i.e., the Hong Kong dollar), legal system, and people’s rights and freedom, as well\nas the freedom to function with a high degree of autonomy, and the capitalism system and way of life in Hong Kong shall remain unchanged\nfor fifty years from 1997. The Special Administrative Region of Hong Kong is responsible for its own domestic affairs in various aspects\nincluding, but not limited to, exercise of independent judicial power (including that of final adjudication), conducting of administrative\naffairs, public finance, monetary affairs, immigration and customs, maintenance of public order, to the extent provided in the Basic\nLaw.\n\n \n\nHowever,\nif there are any changes in relation to Hong Kong’s common law legal system, this may in turn bring about uncertainty in, for example,\nthe enforcement of the contractual rights of our Hong Kong Operating Subsidiaries. This could, in turn, materially and adversely affect\nour Hong Kong Operating Subsidiaries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system,\nincluding the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre-emption of\nlocal regulations by national laws. These uncertainties could limit the legal protections available to us, including the ability to enforce\ncontractual rights of our Hong Kong Operating Subsidiaries, resulting in a material change in our Hong Kong Operating Subsidiaries’\noperations and/or the value of our securities.\n\n \n\n**Changes\nin international trade policies, trade disputes, barriers to trade or the emergence of a trade war may have a material and adverse effect\nupon us.**\n\n \n\nPolitical\nevents, international trade disputes and other business interruptions could harm or disrupt international commerce and the global economy\nand could have a material adverse effect on our customers and our restaurant outlets. International trade disputes could result in tariffs\nand other protectionist measures, which may impact the business and spending habits of our customers and may materially and adversely\naffect our business.\n\n \n\nPolitical\nuncertainty, such as the recent invasion by Russia in Ukraine, and surrounding international trade disputes and their potential of escalation\nto trade wars and global recession, could have a negative effect on customer confidence, which could materially and adversely affect\nour Operating Subsidiaries’ business. In addition, the sanctions imposed by the United States and other countries on Russia, and\nthat affect trade relations may cause global economic turmoil and potentially have a negative impact on our customers and their spending\nhabits. We cannot provide any assurances as to whether such actions will occur or the form that they may take and the impact, if any,\nit may have on our operations.\n\n \n\n**The\nCompany may rely on dividends and other distributions on equity paid by the Operating Subsidiaries to fund any cash and financing requirements\nit may have, and any limitations or restrictions, prohibitions or limitations on the ability of the Company or our Operating Subsidiaries\nby the PRC government to transfer cash or assets in or out of Hong Kong may result in these funds or assets not being available to fund\noperations or for other uses outside of Hong Kong, which on the ability of the Operating Subsidiaries to make payments to the Company\ncould have a material and adverse effect on the business.**\n\n \n\nWithin\nour structure, funds from foreign investors can be directly transferred to our Hong Kong Operating Subsidiaries by way of capital injection\nor in the form of a shareholder loan from the Company. As a holding company, we may rely on dividends and other distributions on equity\npaid by our Operating Subsidiaries for our cash and financing requirements. We are permitted under the laws of the Cayman Islands and\nour Memorandum and Articles of Association to provide funding to our Operating Subsidiaries through loans and/or capital contributions.\nOur Hong Kong Operating Subsidiaries are permitted under the laws of Hong Kong to issue cash dividends to us without limitation on the\nsize of such dividends. However, if any of our Operating Subsidiaries incur debt on their own behalf, the instruments governing such\ndebt may restrict their ability to pay dividends. We do not maintain cash management policies or procedures with respect to the size\nor means of such transfers. There is no assurance that the flow of cash in or out of Hong Kong would not be restricted or prohibited.\nTo the extent the Company’s cash or assets in the business is in Hong Kong or a Hong Kong entity, the Company’s funds or\nassets may, in the future, not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition\nof restrictions and limitations on the ability of the Company and our Operating Subsidiaries by the PRC government to transfer cash or\nassets. Any limitation on the ability of the Operating Subsidiaries to distribute dividends or other payments to the Company could materially\nand adversely limit the ability to grow, make investments or acquisitions that could be beneficial to the businesses, pay dividends or\notherwise fund and conduct the business.\n\n \n\n19\n\n \n\n \n\n**Under\nthe HFCAA, if the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China\nor Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in mainland\nChina or Hong Kong, and if our auditor is located in Hong Kong or the PRC in the future, it could result in the prohibition of trading\nin our securities by not being allowed to list on a U.S. exchange, and as a result an exchange may determine to delist our securities,\nwhich would materially affect the interest of our investors**\n\n \n\nThe\nHFCAA, which was enacted on December 18, 2020, states that if the SEC determines that a company has filed audit reports issued by a registered\npublic accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall\nprohibit the company’s shares from being traded on a national securities exchange or in the over-the-counter trading market in\nthe United States. On December 29, 2022, as part of the Consolidated Appropriations Act, 2023 (the relevant portion of which is referred\nto as the “AHFCAA”), the time period for the delisting of foreign companies under the HFCAA was reduced from three consecutive\nyears to two consecutive years.\n\n \n\nOn\nDecember 16, 2021, the PCAOB announced the PCAOB Determinations relating to the PCAOB’s inability to inspect or investigate completely\nregistered public accounting firms headquartered in mainland China or Hong Kong, a Special Administrative Region and dependency of the\nPRC, because of a position taken by one or more authorities in the PRC or Hong Kong. The PCAOB Determinations provide that if the PCAOB\nis unable to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong because\nof a position taken by one or more authorities in mainland China or Hong Kong, it could result in the prohibition of trading in the securities\nof companies audited by those firms by their not being allowed to list on a U.S. exchange, and as a result an exchange may determine\nto delist their securities.\n\n \n\nOn\nAugust 26, 2022, the PCAOB signed a Statement of Protocol (the “SOP”) Agreement with the CSRC and China’s Ministry\nof Finance. The SOP, together with two protocol agreements governing inspections and investigations (together, the “SOP Agreements”),\nestablish a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based\nin mainland China and Hong Kong, as required under U.S. law. On December 15, 2022, the PCAOB announced that it had completed a test inspection\nof two selected auditing firms in mainland China and Hong Kong and had voted to vacate its previous Determination Report, which concluded\nin December 2021 that the PCAOB could not inspect or investigate completely registered public accounting firms based in mainland China\nor Hong Kong. However, if in the future the PCAOB is prohibited from conducting complete inspections and investigations of PCAOB-registered\npublic accounting firms in mainland China and Hong Kong, then the PCAOB could issue a new determination report and companies audited\nby those registered public accounting firms could be subject to a trading prohibition on U.S. markets pursuant to the HFCAA.\n\n \n\nOur\nauditor, Onestop Assurance PAC, the independent registered public accounting firm that issued the audit report included in this Annual\nReport, is registered with the PCAOB and subject to inspections by the PCAOB on a regular basis with the last inspection in April 2022.\nOnestop Assurance PAC’s office is located in Singapore and during the fiscal years ended December 31, 2025, 2024 and 2023, and\nthrough the date of this Annual Report, they do not have any documentation related to their audit reports located in China. Therefore,\nwe do not believe that, as of the date of this Annual Report, we or our Ordinary Shares are affected by the HFCAA in that our auditor\nis subject to PCAOB inspection in Singapore. However, to the extent that our auditor’s work papers may, in the future, become located\nin in a jurisdiction that does not allow PCAOB full inspection rights, our Ordinary Shares could be delisted and prohibited from trading\non a U.S. exchange, including Nasdaq, and in the over-the-counter trading market. The inability of the PCAOB to conduct inspections of\nour auditors’ work papers would make it more difficult to evaluate the effectiveness of our auditor’s audit procedures or\nquality control procedures as compared to auditors that are subject to PCAOB inspections. As a result, our investors may be deprived\nof the benefits of the PCAOB’s oversight of our auditor through such inspections and they may lose confidence in our reported financial\ninformation and procedures and the quality of our financial statements. We cannot assure you whether Nasdaq or other regulatory authorities\nwill apply additional or more stringent criteria to us. Such uncertainty could cause the market price of our Ordinary Shares to be materially\nand adversely affected.\n\n \n\nIf,\nfor any reason, in the future, our auditor or its workpapers related to the audit of the Company are subsequently located in mainland\nChina or Hong Kong and the PCAOB is unable to inspect or investigate completely our auditor, it could result in the prohibition of trading\nin our securities by not being allowed to list on a U.S. exchange, and as a result an exchange may determine to delist our securities,\nwhich would materially affect the interest of our investors.\n\n \n\n20\n\n \n\n \n\n**The\nenactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National\nSecurity Law”) could impact our Hong Kong subsidiaries, including one of our Operating Subsidiaries.**\n\n \n\nOn\nJune 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law. This law\ndefines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories\nof offenses - secession, subversion, terrorist activities and collusion with a foreign country or external elements to endanger national\nsecurity - and their corresponding penalties. On July 14, 2020, U.S. President Donald Trump signed the HKAA into law, authorizing\nthe U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed\nto the erosion of Hong Kong’s autonomy. On August 7, 2020, the U.S. government imposed HKAA-authorized sanctions on eleven individuals,\nincluding then Hong Kong chief executive Carrie Lam. On October 14, 2020, the U.S. State Department submitted to relevant committees\nof the United States Congress the report required under HKAA, identifying persons materially contributing to “the failure of the\nGovernment of China to meet its obligations under the Joint Declaration or the Basic Law.” The HKAA further authorizes secondary\nsanctions, including the imposition of blocking sanctions, against foreign financial institutions that knowingly conduct a significant\ntransaction with foreign persons sanctioned under this authority. The imposition of sanctions may directly affect the foreign financial\ninstitutions as well as any third parties or customers dealing with any foreign financial institution that is targeted. It is difficult\nto predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong Kong. If our Hong\nKong Operating Subsidiaries are determined to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities,\nour business operations, financial position and results of operations could be materially and adversely affected.\n\n \n\n**We\nmay become subject to a variety of PRC laws and other regulations regarding data security or securities offerings that are conducted\noverseas and/or other foreign investment in China-based issuers. Any failure to comply with applicable laws and regulations could have\na material and adverse effect on our business, financial condition and results of operations and may hinder our ability to offer or continue\nto offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless**\n\n \n\nOn\nJune 10, 2021, the Standing Committee of the National People’s Congress enacted the PRC Data Security Law, which took effect on\nSeptember 1, 2021. The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose\nof data protection, data processing activities must be conducted based on data classification and hierarchical protection system for\ndata security.\n\n \n\nOn\nJuly 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly\nissued a document to crack down on certain activities in the securities markets and promote the high-quality development of the capital\nmarkets, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement\nand judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system\nof extraterritorial application of the PRC securities laws.\n\n \n\nOn\nAugust 20, 2021, the Standing Committee of the National People’s Congress issued the Personal Information Protection Law of the\nPeople’s Republic of China (the “PRC Personal Information Protection Law”), which became effective on November 1, 2021.\nThe PRC Personal Information Protection Law applies to the processing of personal information of PRC natural persons outside the territory\nof China where (1) such processing is for the purpose of providing products or services for natural persons within China, (2) such processing\nis to analyze or evaluate the behavior of natural persons within China, or (3) there are any other circumstances stipulated by\nlaws and administrative regulations.\n\n \n\nOn\nDecember 28, 2021, the CAC jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which took\neffect on February 15, 2022 and replaced the former Measures for Cybersecurity Review (2020) issued on April 13, 2020. Measures for Cybersecurity\nReview (2021) stipulate that operators of critical information infrastructure purchasing network products and services, and online platform\noperators (each an “Operator”, and together with the operators of critical information infrastructure, the “Operators”)\ncarrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, and any online\nplatform operator who controls more than one million users’ personal information must go through a cybersecurity review by the\ncybersecurity review office if it seeks to be listed in a foreign country.\n\n \n\n21\n\n \n\n \n\nOn\nSeptember 24, 2024, the State Council promulgated the Regulations on Network Data Security Management, which took effect from\nJanuary 1, 2025, and further regulated the process of important data, the security management of cross-border data transfer, the\nobligation of network platform operator and the protection of personal information. The Regulations on Network Data Security\nManagement also stipulate that any entity or individual conducting network data processing activities outside the PRC to the\ndetriment of the PRC national security, the public interest, or the lawful rights and interests of citizens or organizations shall\nbe investigated for legal responsibility in accordance with law.\n\n \n\nWe\ncurrently do not control over one million users’ personal information and do not collect data that affects or may affect national\nsecurity. We may collect and store certain data (including certain personal information) abroad from our customers, who may be PRC individuals,\nin implementing our membership schemes in the future, but we do not anticipate that we will be collecting over one million users’\npersonal information or data that affects or may affect national security in the foreseeable future.\n\n \n\nThese\nstatements and regulatory actions are relatively new. The existing or new laws or regulations or detailed implementations and interpretations\nmay be modified or promulgated, if any, and therefore may have potential impact on our daily business operations, our abilities to accept\nforeign investments and the listing of our Ordinary Shares on a U.S. or other foreign exchanges. The interpretation and enforcement of\nrelevant PRC cybersecurity laws and regulations still need to be determined in accordance with the relevant laws and regulations in effect\nat that time. If the Trial Measures are amended in the future and becomes applicable to us, and our proposed listing on NASDAQ is deemed\nto be an overseas indirect issuance and listing under the Trial Measures, our operations and the listing of our Ordinary Shares in the\nUnited States could be subject to the CSRC Overseas Issuance and Listing review in the future, if the Measures for Cybersecurity Review\n(2021) or the PRC Personal Information Protection Law becomes applicable to us, and we are deemed to be an “Operator” under\nthe Measures for Cybersecurity Review (2021) that are required to file for cybersecurity review before listing in the United States.\nOur operations and the listing of our Ordinary Shares in the United States could be subject to the CAC’s cybersecurity review in\nthe future. If we become subject to the CAC review, there is no assurance that we will be able to comply with the regulatory requirements\nin all respects and the current practice of collecting and processing personal information may be ordered to be rectified or terminated\nby regulatory authorities. In the event of a failure to comply, our Company may become subject to fines and other penalties which may\nhave a material adverse effect on our business, operations and financial condition, and may hinder our ability to offer or continue to\noffer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.\n\n \n\nPRC\nauthorities recently initiated a series of regulatory actions and made a number of public statements on the regulation of business operations\nin China, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed\noverseas using a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly\nenforcement.\n\n \n\nOn\nFebruary 17, 2023, with the approval of the State Council, the CSRC promulgated the Trial Administrative Measures of Overseas Securities\nOffering and Listing by Domestic Companies (the “Trial Measures”), and five supporting guidelines, which came into effect\non March 31, 2023. Pursuant to the Trial Measures, (i) domestic companies that seek to offer or list securities overseas, both directly\nand indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working\ndays following their submission of initial public offerings or listing applications. If a domestic company fails to complete the required\nfiling procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be\nsubject to administrative penalties, such as an order to rectify, warnings and fines, and the controlling shareholders or actual controllers\nwho organize or instigate the prescribed illegal acts or conceal relevant matters and cause the prescribed circumstances shall be subject\nto fines, and the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as\nwarnings and fines; (ii) if the issuer meets both of the following criteria, the overseas offering and listing conducted by such issuer\nshall be deemed an indirect overseas offering and listing by a PRC domestic company: (A) 50% or more of any of the issuer’s operating\nrevenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent\nfiscal year were derived from PRC domestic companies; and (B) the majority of the issuer’s business activities are carried out\nin mainland China, or its main place(s) of business are located in mainland China, or the majority of its senior management team in charge\nof its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China. In such\ncircumstances, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and\nshall submit filings with the CSRC within three business days after an application for an initial public offering or listing in an overseas\nmarket is submitted.\n\n \n\n22\n\n \n\n \n\nIf\nthe PRC authorities choose to exert more oversight over the securities offerings that are conducted overseas and/or foreign investment\nin China-based issuers, and if we become subject to such oversight, such action may significantly limit or completely hinder our ability\nto offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be\nworthless.\n\n \n\nRecent\nstatements, laws and regulations by the PRC authorities, including the Measures for Cybersecurity Review (2021), the PRC Personal\nInformation Protection Law and the Trial Measures, have indicated an intent to exert oversight over the securities offerings that\nare conducted overseas and/or foreign investments in China-based issuers. As of the date of this Annual Report, in the opinion of\nour PRC legal counsel, GFE Law Office, these requirements do not directly apply to our Hong Kong Operating Subsidiaries. Whether\nsuch requirements apply to us in the future will be subject to applicable laws and regulations at that time. If our future securities offerings are subject to review by the CSRC or the CAC, it could significantly limit or completely hinder our ability to\noffer or continue to offer securities to investors and could cause the value of our securities to significantly decline or be\nworthless. Further, if we were to become subject to PRC laws and/or authorities, we could incur time and costs to ensure compliance\nand experience devaluation of our Ordinary Shares or possibly delisting.\n\n \n\n**The\nHong Kong legal system is subject to uncertainties which could limit the legal protections available to us.**\n\n \n\nHong\nKong is a Special Administrative Region of the PRC. Following British colonial rule from 1842 to 1997, China assumed sovereignty under\nthe “one country, two systems” principle. Hong Kong’s constitutional document, the Basic Law, ensures that the current\nsituation will remain in effect for 50 years. Hong Kong has enjoyed the freedom to function with a high degree of autonomy for its affairs,\nincluding currencies, immigration and customs operations, and its independent judiciary system and parliamentary system. If there are\nany changes in relation to Hong Kong’s common law legal system, it may, in turn, result in uncertainty in, for example, the enforcement\nof our contractual rights. This could materially and adversely affect our business and operations. On July 14, 2020, the United States\nsigned an executive order to end the special status enjoyed by Hong Kong post-1997. Additionally, intellectual property rights and confidentiality\nprotections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect\nof future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation\nor enforcement thereof, or the pre-emption of local regulations by national laws. These uncertainties could limit the legal protections\navailable to us, including our ability to enforce our agreements with our vendors.\n\n \n\n**Risks\nRelated to Litigation, Laws and Regulation and Governmental Matters**\n\n \n\n**Our\noperations are subject to laws and regulations, and failure to comply with and adapt to the latest legal and regulatory requirements\ncould result in penalties or otherwise adversely impact our business.**\n\n \n\nOur\noperations at restaurant outlets and the central kitchen are subject to regulation under various applicable laws and regulations in Hong\nKong, including without limitation, the Food Business Regulation (Chapter 132X of the Laws of Hong Kong) (the “FBR”), the\nPublic Health and Municipal Services Ordinance (Chapter 132 of the Laws of Hong Kong) (the “PHMSO”), the Water Pollution\nControl Ordinance (Chapter 358 of the Laws of Hong Kong) (the “WPCO”), the Employment Ordinance\n(Chapter 57 of the Laws of Hong Kong) (the “EO”), the Employees’ Compensation Ordinance (Chapter 282 of the Laws of\nHong Kong) (the “ECO”) and the Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong) (the “IRO”). For\na description of the laws and regulations that are material to our businesses in Hong Kong, see “Item 4. Information on the Company\n- Regulations” While we endeavor to maintain compliance with all applicable laws and regulations in our operations, there is no\nassurance that we will be compliant with them at all times. Failure to comply with such applicable laws and regulations could subject\nus to investigation or even enforcement actions, penalties or other criminal sanctions, which could adversely impact our business, results\nof operations and financial condition. In addition, applicable legal and regulatory requirements are evolving, and to comply with and\nadapt to the latest requirements may increase compliance costs and create other obligations, financial or otherwise, which could adversely\naffect our business, results of operations and financial condition.\n\n \n\n23\n\n \n\n \n\n**Failure\nto comply with data privacy, data protection and cybersecurity laws and regulations could have a materially adverse effect on our reputation,\nresults of operations or financial condition, or have other adverse consequences.**\n\n \n\nThe\ncollection, storage, hosting, transfer, processing, disclosure, use, security and retention and destruction of personal information required\nto provide our services in Hong Kong is governed by the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the\n“PDPO”) and may be subject to other laws and regulations related to data privacy, data protection and cybersecurity. Non-compliance\nwith the PDPO could subject us to investigation, enforcement actions and penalties, which could adversely impact our business, results\nof operations and financial condition. Furthermore, due to the rising consumer and societal expectations for stronger privacy and data\nprotection, even the mere perception of non-compliance, whether founded or not, could damage our reputation. In addition, if there are\nmore stringent data privacy, data protection and cybersecurity laws, rules or regulations that become applicable to us in the future,\nwe may be required to incur increased costs or efforts in complying with such requirements and any breaches could result in more rigorous\nenforcement actions or investigations in the future which could have a materially adverse impact on our operations.\n\n \n\n**Unfavorable\nglobal and regional economic, political and health conditions could adversely affect our business, financial condition or results of\noperations.**\n\n \n\nOur\nresults of operations could be adversely affected by global or regional economic, political and health conditions. A global financial\ncrisis or global or regional political and economic instability (including changes in inflation, interest rates and overall economic\nconditions and uncertainties), wars, terrorism, civil unrest, outbreaks of disease (for example, COVID-19) and other unexpected events\n(such as supply chain constraints or disruptions) could cause extreme volatility, increase our costs and disrupt our business. Business\ndisruptions could include, among others, disruptions to our commercial activities due to supply chain or distribution constraints or\nchallenges, as well as temporary closures of our restaurant outlets and the facilities of suppliers or contract manufacturers in our\nsupply chain. For example, these macroeconomic factors could affect the ability of our current or potential future manufacturers, sole\nsource or single source suppliers, licensors or licensees to remain in business or otherwise manufacture or supply components, materials\nor services relevant to our services.\n\n \n\nIn\naddition, if the inflation or other factors were to significantly increase our business costs, we might be unable to pass these costs\nthrough price increases onto our customers considering the competitive market environment in Hong Kong, which could in turn materially\nadversely affect our business and results of operations. We are also impacted by inflationary increases in wages, benefits and other\ncosts. If we are not able to pass increased wage and other costs resulting from inflation onto our clients, our profitability may decline.\n\n \n\n**Potential\nclaims from customers or employees could have a material adverse effect on our business.**\n\n \n\nWe\nmay be subject to claims brought by or on behalf of our customers or employees in the ordinary course of business which could adversely\naffect our business. Potential claims could include liability claims relating to our food offerings or services, employment practices,\nadvertising practices, data security or privacy breaches, intellectual property infringement, tenancy issues and other concerns. Any\ninvolvement in litigation could incur significant resources and divert our management’s attention, or even create negative publicity,\nwhich could adversely affect our reputation and hence our business. Even though we maintain what we believe to be adequate levels of\ninsurance to cover our potential liabilities, our insurance may not cover all relevant claims or provide sufficient coverage. Our business,\nfinancial condition and operating results could be materially adversely affected if costs resulting from future claims are not covered\nby our insurance or exceed our coverage.\n\n \n\n**You\nmay face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because\nwe are incorporated under Cayman Islands law.**\n\n \n\nWe\nare an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed\nby our Memorandum of Association (our “Memorandum”) and our Articles of Association (our “Articles”), the Companies\nAct and the common law of the Cayman Islands. The rights of shareholders to take action against our Directors and us, actions by minority\nshareholders and the fiduciary duties of our Directors to us under Cayman Islands law are to a large extent governed by the common law\nof the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman\nIslands as well as from English common law, which are generally of persuasive authority, but are not binding, on a court in the Cayman\nIslands. The rights of our shareholders and the fiduciary duties of our Directors under Cayman Islands law are not as clearly established\nas they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has\na different body of securities laws than the United States, and provide significantly less protection to investors. In addition, Cayman\nIslands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States. There\nis no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands\nwill generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.\n\n \n\n24\n\n \n\n \n\nShareholders\nof Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than\nthe Memorandum and Articles) or to obtain copies of lists of shareholders of these companies. Our Directors are not required under our\nMemorandum or our Articles to make our corporate records available for inspection by our shareholders. This may make it more difficult\nfor you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other\nshareholders in connection with a proxy contest.\n\n \n\nCertain\ncorporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies\nincorporated in other jurisdictions such as U.S. states. Currently, we do not plan to follow home country practice with respect to most\ncorporate governance matters. However, if we so choose, we may do so in the future. Accordingly, our shareholders may be afforded less\nprotection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.\n\n \n\nAs\na result of all of the above, shareholders may have more difficulty in protecting their interests in the face of actions taken by our\nmanagement, members of the Board of Directors or controlling shareholder than they would as shareholders of a company incorporated in\na U.S. state.\n\n \n\n**Certain\njudgments obtained against us by our shareholders may not be enforceable.**\n\n \n\nWe\nare a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. In addition, all\nof our current Directors and Officers are nationals and residents of countries other than the United States and substantially all of\nthe assets of these persons are located outside the United States. As a result, it may be difficult for a shareholder to effect service\nof process within the United States upon these persons or to enforce against us or them judgments obtained in United States courts, including\njudgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.\nEven if you are successful in bringing an action of this kind, the laws of the Cayman Islands and Hong Kong may render you unable to\nenforce a judgment against our assets or the assets of our Directors and Officers. As a result of all of the above, our shareholders\nmay have more difficulties in protecting their interests through actions against us or our Officers, Directors or major shareholders\nthan would shareholders of a corporation incorporated in a jurisdiction in the United States.\n\n \n\n**Risks\nRelated to Being a Public Company**\n\n \n\n**Public\ncompany compliance may make it more difficult to attract and retain Officers and Directors.**\n\n \n\nWe\nbecame a public company in April 2025. Public company compliance may make it more difficult to attract and retain officers and Directors.\nThe Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have required changes in corporate governance practices of public\ncompanies. Being a public company has increased our compliance costs for 2025 and beyond, and has made certain activities more time consuming\nand costly. It also has made it more difficult and expensive for us to obtain director and officer liability insurance and, if those\ncosts increase in the future, we may be required to accept reduced policy limits and coverage or incur substantially higher costs to\nobtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on\nour Board or as Executive Officers.\n\n \n\n**We\nhave limited experience operating as a public company.**\n\n \n\nWe\nhave limited experience conducting our operations as a public company. As a public company, we face enhanced administrative and compliance\nrequirements, which result in substantial costs. The majority of our Directors and Executive Officers have no prior experience in operating\na U.S. public company, which makes our ability to comply with applicable laws, rules and regulations uncertain. Our failure to comply\nwith all laws, rules and regulations applicable to U.S. public companies could subject us or our management to regulatory scrutiny or\nsanction, which could harm our reputation and share price.\n\n \n\n25\n\n \n\n \n\n**We\nare a foreign private issuer and, as a result, are not subject to U.S. proxy rules but are subject to Exchange Act reporting obligations\nthat, to some extent, are more lenient and less frequent than those of a U.S. issuer.**\n\n \n\nBecause\nwe qualify as a foreign private issuer under the federal securities laws and although we follow Cayman Islands laws and regulations with\nregard to such matters, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. public companies, including:\n(i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered\nunder the Exchange Act; (ii) the sections of the Exchange Act requiring insiders who profit from trades made in a short period of time\nto file public reports of their stock ownership and trading activities and liability; and (iii) the rules under the Exchange Act requiring\nthe filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current\nreports on Form 8-K, upon the occurrence of specified significant events. In addition, foreign private issuers are required to file their\nannual report on Form 20-F within 120 days after the end of each fiscal year, while U.S. domestic issuers that are non-accelerated filers\nare required to file their annual report on Form 10-K within 90 days after the end of each fiscal year. Foreign private issuers are also\nexempt from Regulation Fair Disclosure, which aims at preventing issuers from making selective disclosures of material information. As\na result of the above, even though we are contractually obligated and intend to make interim reports available to our shareholders, copies\nof which we are required to furnish to the SEC on a Form 6-K, and even though we are required to file reports on Form 6-K disclosing\nwhatever information we have made or are required to make public pursuant to the laws of the Cayman Islands or distribute to our shareholders\nand that is material to our Company, you may not have the same protections afforded to shareholders of companies that are U.S. domestic\nissuers.\n\n \n\n**Because\nwe are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will\nhave less protection than you would have if we were a domestic issuer.**\n\n \n\nWe,\nas a foreign private issuer, may not be subject to all of the corporate governance standards applicable to U.S. issuers. Accordingly,\nwe may consider following home country practice in lieu of the requirements under the Nasdaq Listed Company Manual with respect to certain\ncorporate governance standards which may afford less protection to investors, or we may consider choosing to comply with the requirements\nwithin one year of listing. For example, the Nasdaq Listed Company Manual requires listed companies to have, among other things, a majority\nof its board members to be independent, which is not required by the corporate governance practice in our home country, the Cayman Islands.\nThus, although a Director must act in the best interests of the Company, it is possible that fewer Board members will be exercising independent\njudgment and the level of Board oversight on the management of our Company may decrease as a result. In addition, the Nasdaq Listed Company\nManual also requires U.S. domestic issuers to have a compensation committee, and may have a nominating/corporate governance committee\ncomposed entirely of independent directors. We do not intend to comply with such committee requirements.\n\n \n\n**We\nmay lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.**\n\n \n\nAs\ndiscussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and\ncurrent reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business\nday of an issuer’s most recently completed second fiscal quarter. In the future, we would lose our foreign private issuer status\nif (1) more than 50% of our outstanding voting securities are owned by U.S. residents, and (2) a majority of our Directors or Executive\nOfficers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer\nstatus. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements\non U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also\nhave to mandatorily comply with U.S. federal proxy requirements, and our Officers, Directors and principal shareholders will become subject\nto the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability\nto rely upon exemptions from certain corporate governance requirements under the listing rules of Nasdaq. As a U.S. listed public company\nthat is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur\nas a foreign private issuer.\n\n \n\n26\n\n \n\n \n\n**As\na company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance\nmatters that may differ significantly from Nasdaq corporate governance listing standards. These practices may afford less protection\nto shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.**\n\n \n\nAs\na foreign private issuer that lists our Ordinary Shares on Nasdaq, we rely on a provision in the Nasdaq corporate governance listing\nstandards that allows us to follow Cayman Islands law with regard to certain aspects of corporate governance. This allows us to follow\ncertain corporate governance practices that may differ in significant respects from the corporate governance requirements applicable\nto U.S. companies listed on Nasdaq.\n\n \n\nFor\nexample, we are exempt from Nasdaq regulations that require a listed U.S. company to:\n\n \n\n \n●\n\nhave\na majority of the board of directors consist of independent directors;\n\n \n \n \n\n \n●\n\nrequire\nindependent directors to meet on a regular basis without management present;\n\n \n \n \n\n \n●\n\nadopt\na formal written compensation committee charter and nominating and corporate governance committee charter;\n\n \n \n \n\n \n●\n\nhave\na compensation committee of at least two members, each of whom must be an independent director. and/or to have a nominating and corporate\ngovernance committee each of whom must be an independent director;\n\n \n \n \n\n \n●\n\nnominate\ndirectors in a vote in which only independent directors participate, or a nominations committee comprised of a majority\nof the board of director’s independent directors;\n\n \n \n \n\n \n●\n\nfor\nany meeting of the holders of common stock have a quorum of more than 33 1/3% of the outstanding shares of the company’s common\nvoting stock;\n\n \n \n \n\n \n●\n\nseek\nshareholder approval in certain circumstances prior to an issuance of securities in connection with the acquisition of the stock\nor assets of another company;\n\n \n \n \n\n \n●\n\nseek\nshareholder approval prior to the issuance of securities when the issuance or potential issuance will result in a change of control\nof the company; and\n\n \n \n \n\n \n●\n\nseek\nshareholder approval for the implementation of certain equity compensation plans and dilutive issuances of Ordinary Shares, such\nas transactions, other than a public offering, involving the sale of 20% or more of our Ordinary Shares for less than the greater\nof book or market value of the shares.\n\n \n\nAs\na foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. Our audit committee is\nrequired to comply with the provisions of Rule 10A-3 of the Exchange Act, which is applicable to U.S. companies listed on Nasdaq. Therefore,\nwe have a fully independent audit committee in accordance with Rule 10A-3 of the Exchange Act. However, because we are a foreign private\nissuer, our audit committee is not subject to additional Nasdaq corporate governance requirements applicable to listed U.S. companies,\nincluding the requirements to have a minimum of three members and to affirmatively determine that all members are “independent,”\nusing more stringent criteria than those applicable to us as a foreign private issuer.\n\n \n\n**You\nmay face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because\nwe are incorporated under Cayman Islands law.**\n\n \n\nWe\nare an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs is governed by\nour Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to\ntake action against our Directors and us, actions by minority shareholders and the fiduciary duties of our Directors to us under Cayman\nIslands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in\npart from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which are generally of persuasive\nauthority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our Directors\nunder Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in\nthe United States. In particular, the Cayman Islands has a different body of securities laws than the United States, which provide significantly\nless protection to investors. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action\nin a federal court of the United States. There is no statutory recognition in the Cayman Islands of judgments obtained in the United\nStates, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent\njurisdiction without retrial on the merits.\n\n \n\n27\n\n \n\n \n\nShareholders\nof Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than\nas set forth in our Memorandum and Articles of Association) or to obtain copies of lists of shareholders of these companies. Our Directors\nare not required under our Memorandum and Articles of Association to make our corporate records available for inspection by our shareholders.\nThis may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution\nor to solicit proxies from other shareholders in connection with a proxy contest.\n\n \n\nCertain\ncorporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies\nincorporated in other jurisdictions such as U.S. states and we are allowed to rely on home country practice with respect to certain corporate\ngovernance matters. Accordingly, our shareholders may be afforded less protection than they otherwise would under rules and regulations\napplicable to U.S. domestic issuers.\n\n \n\nAs\na result of all of the above, shareholders may have more difficulty in protecting their interests in the face of actions taken by our\nmanagement, members of our Board or controlling shareholders than they would as shareholders of a company incorporated in a U.S. state.\n\n \n\n**Risks\nRelated to Ownership of our Securities**\n\n \n\n**If\nan active trading market for our Ordinary Shares is not maintained and the trading price for our Ordinary Shares fluctuates significantly,\nshareholders may not be able to resell our Ordinary Shares at any reasonable price.**\n\n \n\nOn\nMay 16, 2025, we completed our IPO of 2,155,000 Ordinary Shares at a public offering price of US$4.00 per share and our Ordinary Shares\nbegan trading on April 10, 2025 on the Nasdaq Capital Market under the trading symbol “MB.”\n\n \n\nWe\ncannot assure you that a liquid public market for our Ordinary Shares will be maintained. If an active public market for our Ordinary\nShares is not maintained, the market price and liquidity of our Ordinary Shares may be materially and adversely affected.\n\n \n\n**Because\nwe do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return\non your investment.**\n\n \n\nWe\ncurrently intend to retain all of our available funds and any future earnings to fund the development and growth of our business. As\na result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, shareholders should not rely on an investment\nin our Ordinary Shares as a source for any future dividend income. Our Board has complete discretion as to whether to distribute dividends,\nsubject to certain requirements of Cayman Islands and Hong Kong law. Even if our Board decides to declare and pay dividends, the timing,\namount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our\ncapital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition,\ncontractual restrictions and other factors as determined by our Board. Accordingly, the return on an investment in our Ordinary Shares\nwill likely depend entirely upon any future price appreciation of our Ordinary Shares. There is no guarantee that our Ordinary Shares\nwill appreciate in value.\n\n \n\n**If\nwe fail to meet applicable listing requirements, Nasdaq may delist our Ordinary Shares from trading, in which case the liquidity and\nmarket price of our Ordinary Shares could decline.**\n\n \n\nOur\nOrdinary Shares are listed on Nasdaq. We cannot assure you, however, that we will be able to meet the continued listing standards of\nNasdaq in the future. If we fail to comply with the applicable continued listing standards and Nasdaq delists our Ordinary Shares, we\nand our shareholders could face significant material adverse consequences, including**:**\n\n \n\n \n(i)\na\nlimited availability of market quotations for our Ordinary Shares;\n\n \n\n28\n\n \n\n \n\n \n(ii)\nreduced\nliquidity for our Ordinary Shares;\n\n \n(iii)\na\ndetermination that our Ordinary Shares are “penny stock”, which would require brokers trading in our Ordinary Shares\nto adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for\nour Ordinary Shares;\n\n \n(iv)\na\nlimited amount of news about us and analyst coverage of us; and\n\n \n(v)\na\ndecreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future.\n\n \n\nThe\nU.S. National Securities Markets Improvement Act of 1996 prevents or pre-empts the states from regulating the sale of certain securities,\nwhich are referred to as “covered securities.” Although the states are pre-empted from regulating the sale of our securities,\nthis statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent\nactivity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed\non Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our\nsecurities.\n\n \n\n**The\ntrading price of our Ordinary Shares may be volatile, which could result in substantial losses to investors.**\n\n \n\nThe\ntrading price of our Ordinary Shares may be volatile and could fluctuate widely due to factors beyond our control. This may happen because\nof broad market and industry factors, such as the performance and fluctuation of the market prices of other companies with business\noperations located mainly in Hong Kong that have listed their securities in the United States.\n\n \n\nIn\naddition to market and industry factors, the price and trading volume for our shares may be highly volatile for factors specific to our\nown operations, including the following: (i) fluctuations in our revenues, earnings and cash flow; (ii) changes in financial estimates\nby securities analysts; (iii) addition or departures of key personnel; (iv) release of transfer restrictions on our outstanding equity\nsecurities or sales of additional equity securities; (v) potential litigation or regulation investigations; (vi) actual or anticipated\ndifferences in our estimates, or in the estimates of analysts, for our Operating Subsidiaries’ revenues, earnings, results of operations,\nlevel of indebtedness, liquidity or financial condition; (vii) announcements by us or our competitors of significant business developments,\nchanges in service provider relationships, acquisitions or expansion plans; (viii) future issuances, sales, repurchases or anticipated\nissuances, sales, resales or repurchases, of our securities; (ix) changes in the prices of our food offerings and services; (x) failure\nof securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow us\nor our failure to meet these estimates or the expectations of investors; (xi) new laws, regulations, subsidies or credits or new interpretations\nof existing laws applicable to us; (xii) market conditions in our industry; (xiii) changes in the estimation of the future size and growth\nrate of our markets; and (xiv) other events or factors, including those resulting from infectious diseases, health epidemics and pandemics,\nnatural disasters, war, acts of terrorism or responses to these events.\n\n \n\nAny\nof these factors may result in significant and sudden changes in the volume and price at which our shares will trade.\n\n \n\n**We\nmay issue preferred shares, the terms of which could adversely affect the voting power or value of Ordinary Shares.**\n\n \n\nOur\nMemorandum and Articles of Association authorizes us to issue, without the approval of our shareholders, one or more classes or series\nof preferred shares having such designations, preferences, limitations and relative rights, including preferences over our Ordinary Shares\nrespecting dividends and distributions, as our Board may determine. The terms of one or more classes or series of preferred shares could\nadversely impact the voting power or value of our Ordinary Shares. For example, we might grant holders of preferred shares the right\nto elect some number of our Directors in all events or on the happening of specified events or the right to veto specified transactions.\nSimilarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred shares could affect\nthe residual value of our Ordinary Shares.\n\n \n\n29\n\n \n\n \n\n**If\nsecurities analysts were to downgrade our Ordinary Shares, publish negative research or reports or fail to publish reports about our\nbusiness, our competitive position could suffer, and our share price and trading volume could decline.**\n\n \n\nThe\ntrading market for our Ordinary Shares depends, to some extent, on the research and reports that securities analysts may publish about\nus, our business, our market or our competitors. We do not have any control over these analysts. We do not currently have and may never\nobtained research coverage by securities analysts. If no or few securities analysts commence coverage of us, the trading price of our\nShares would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts who cover us should downgrade our\nShares or publish negative research or reports, cease coverage of our company or fail to regularly publish reports about our business,\nour competitive position could suffer, and our share price and trading volume could decline.\n\n \n\n**The\nsale or availability for sale of substantial amounts of our Ordinary Shares could adversely affect their market price.**\n\n \n\nSales\nof substantial amounts of our Ordinary Shares in the public market could adversely affect the market price of our Ordinary Shares and\ncould materially impair our ability to raise capital through equity offerings in the future. As of the date of this Annual Report, we\nhave 17,155,000 Ordinary Shares issued and outstanding. The 2,155,000 Ordinary Shares sold in our IPO and the 1,815,000 Ordinary Shares\nregistered under the Securities Act in conjunction with our IPO are freely tradable without restriction or further registration under\nthe Securities Act, and other Ordinary Shares held by our existing shareholders may also be sold in the public market in the future subject\nto the restrictions in Rule 144 and Rule 701 under the Securities Act. We cannot predict what effect, if any, market sales of securities\nheld by our controlling shareholder or any other shareholder or the availability of these securities for future sale will have on the\nmarket price of our shares.\n\n \n\n**Short\nselling may drive down the market price of our Ordinary Shares.**\n\n \n\nShort\nselling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention\nof buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value\nof the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay\nless in that purchase than they received in the sale. As it is in the short seller’s interest for the price of the shares to decline,\nmany short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its\nbusiness prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These\nshort attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity,\nwhether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such\nallegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the\nmanner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of\ncommercial confidentiality.\n\n \n\n**The\nrequirements of being a public company, including compliance with the reporting requirements of the Exchange Act, and the requirements\nof the Sarbanes-Oxley Act, may strain our resources, increase our costs and divert management’s attention, and we may be unable\nto comply with these requirements in a timely or cost-effective manner.**\n\n \n\nAs\na public company, we need to comply with new laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley\nAct, the Exchange Act, related regulations of the SEC and the requirements of Nasdaq, with which we were not required to comply as a\nprivate company. Complying with these statutes, regulations and requirements occupies and will continue to occupy a significant amount\nof time of our Board and management and significantly increases our costs and expenses. We need to: (i) maintain a more comprehensive\ncompliance function; (ii) comply with rules promulgated by Nasdaq; (iii) continue to prepare and distribute periodic public reports in\ncompliance with our obligations under the U.S. federal securities laws; (iv) establish new internal policies, as required; and (v) involve\nand retain to a greater degree outside counsel and accountants in the above activities.\n\n \n\n**Our\ninternal control over financial reporting may not be effective and our independent registered public accounting firm may not be able\nto certify as to their effectiveness in the future, which could have a significant and adverse effect on our business, financial condition,\nresults of operations and reputation.**\n\n \n\nWe\nare subject to a requirement, pursuant to Section 404 of the Sarbanes-Oxley Act, to conduct an annual review and evaluation of our internal\ncontrol over financial reporting and furnish a report by management on, among other things, our assessment of the effectiveness of our\ninternal control over financial reporting each fiscal year beginning with the year following our first annual report required to be filed\nwith the SEC. However, because we are an emerging growth company, our independent registered public accounting firm is not required to\nformally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the earlier of the\nfifth year following our first annual report required to be filed with the SEC or the date we are no longer an emerging growth company.\nEnsuring that we have adequate internal control over financial reporting in place so that we can produce accurate financial statements\non a timely basis is a costly and time-consuming effort that must be evaluated frequently. Establishing and maintaining these internal\ncontrols is costly and may divert management’s attention.\n\n \n\n30\n\n \n\n \n\nWhen\nevaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in\ntime to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404 of the Sarbanes-Oxley Act. In\naddition, if we fail to achieve and maintain the adequacy of our internal control over financial reporting, as such standards are modified,\nsupplemented or amended from time to time, we may not be able to ensure that we can conclude, on an ongoing basis, that we have effective\ninternal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. We cannot be certain as to the timing\nof completion of our evaluation, testing and any remediation actions or the impact of the same on our operations. If we do not adequately\nimplement or comply with the requirements of Section 404 of the Sarbanes-Oxley Act, we may be subject to sanctions or investigation by\nregulatory authorities, such as the SEC, or suffer other adverse regulatory consequences, including penalties for violation of Nasdaq\nListing Rules. As a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability\nof our financial statements. A loss of confidence in the reliability of our financial statements also could occur if we or our independent\nregistered public accounting firm were to report one or more material weaknesses in our internal control over financial reporting. In\naddition, we may be required to incur costs in improving our internal control system, including the costs of the hiring of additional\npersonnel. Any such action could negatively affect our business, financial condition, results of operations and cash flows and could\nalso lead to a decline in the price of our Ordinary Shares.\n\n \n\n**For\nas long as we are an emerging growth company, we will not be required to comply with certain requirements that apply to other public\ncompanies.**\n\n \n\nWe\nare an emerging growth company, as defined in the JOBS Act. For as long as we are an emerging growth company, unlike other public companies,\nwe will not be required to, among other things: (i) provide an auditor’s attestation report on management’s assessment of\nthe effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, (ii)\ncomply with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or\na supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and\nthe financial statements of the issuer, (iii) provide certain disclosures regarding executive compensation required of larger public\ncompanies, or (iv) hold nonbinding advisory votes on executive compensation and any golden parachute payments not previously approved.\nIn addition, the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section\n7(a)(2)(B) of the Securities Act for adopting new or revised financial accounting standards. We intend to take advantage of the longer\nphase-in periods for the adoption of new or revised financial accounting standards permitted under the JOBS Act until we are no longer\nan emerging growth company. If we were to subsequently elect instead to comply with these public company effective dates, such election\nwould be irrevocable pursuant to the JOBS Act.\n\n \n\nWe\nwill remain an emerging growth company for up to five full fiscal years, although we will lose that status sooner if we have more than\n$1.235 billion of revenues in a fiscal year, have more than $700 million in market value of our Ordinary Shares held by non-affiliates\n(and have been a public company for at least 12 months and have filed one annual report on Form 20-F), or issue more than $1.0 billion\nof non-convertible debt over a three-year period.\n\n \n\nTo\nthe extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our\nexecutive compensation and internal control over financial reporting than issuers that are not emerging growth companies. We cannot predict\nif investors will find our Ordinary Shares less attractive because we will rely on these exemptions. If some investors find our Ordinary\nShares to be less attractive as a result, there may be a less active trading market for our Ordinary Shares and our share price may be\nmore volatile.\n\n \n\n**Certain\ncompanies with public floats comparable to our public float have experienced extreme volatility that was seemingly unrelated to the underlying\nperformance of their businesses and that may have resulted from market manipulation activities by unrelated third parties. We have experienced\nsimilar volatility, which makes it difficult to assess the value of our Class A Ordinary Shares and may result in a significant decline\nin the value of our Ordinary Shares.**\n\n \n\nOur\nOrdinary Shares have been subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. Recently,\ncompanies with public floats comparable to ours have experienced instances of extreme stock price run-ups followed by rapid price declines,\nand such stock price volatility was seemingly unrelated to the respective companies’ underlying performance. Although the specific\ncause of such volatility is unclear, it may be the direct result of unrelated third parties engaged in prohibited market manipulation\nactivities. Some factors that may underlie extreme stock price run-ups followed by rapid price declines include, but are not limited\nto, the following:\n\n \n\n \n1.\nGeneral\nmarket and industry conditions including the following:\n\n \n\n \n●\ntariffs;\n\n \n\n \n●\ndisruptions\nin logistics; and\n\n \n\n \n●\nglobal\ngeopolitical and military actions such as currently occurring in Ukraine and the Middle East.\n\n \n\n \n2.\nThe\nCompany’s own operations including the following:\n\n \n\n \n●\nfluctuations\nin our revenues, earnings and cash flow;\n\n \n\n \n●\nchanges\nin financial estimates by securities analysts;\n\n \n\n \n●\nadditions\nor departures of key personnel;\n\n \n\n \n●\nrelease\nof transfer restrictions on our outstanding equity securities or sales of additional equity securities; and\n\n \n\n \n●\npotential\nlitigation or regulatory investigations.\n\n \n\n \n3.\nActions\nby unrelated third parties over whom the Company has no control including:\n\n \n\n \n●\nCoordinated\nsocial media “pump and dump” schemes whereby third party adverse actors seek to artificially increase the price of a\nstock, which immediately causes a price collapse potentially resulting in adverse effects on our financial condition and operations,\nloss of investor confidence, regulatory scrutiny and potential trading suspensions.\n\n \n\nAny\nof these factors may result in significant and sudden changes in the volume and price at which our shares will trade.\n\n \n\nThe\nrelatively small size of our public float may amplify the impact that actions taken by a few unrelated shareholders, over whom we have\nno control, have on the price of our Ordinary Shares. Such actions may cause our share price to deviate, potentially significantly, from\na price that better reflects the underlying performance of our business. Our Ordinary Shares have experienced a decline, and may continue\nto experience either run-ups or declines that are seemingly unrelated to our actual or expected operating performance and financial condition\nor prospects, and which may have resulted or may, in the future result, from market manipulation activities by unrelated third parties\nover whom we have no control or from such unrelated their parties engaging in prohibited market manipulation activities, such as “pump\nand dump” schemes. Prospective investors may have difficulty assessing the rapidly changing value of our Ordinary Shares. In addition,\ninvestors in our Ordinary Shares may experience losses, which may be material, if the price of our Ordinary Shares declines or if such\ninvestors purchase our Ordinary Shares prior to any price decline.\n\n \n\nHolders\nof our Ordinary Shares may not be able to readily liquidate their investments or may be forced to sell at depressed prices due to low\ntrading volume and, therefore, investors may experience losses on their investment in our Ordinary Shares. Furthermore, extreme volatility\nmay confuse public investors regarding the value of our stock, distort the market perception of our stock price and our financial performance\nand public image and negatively affect the long-term liquidity of our Ordinary Shares, regardless of our actual or expected operating\nperformance. If we continue to encounter such volatility, including any rapid stock price increases and declines seemingly unrelated\nto our actual or expected operating performance and financial condition or prospects, it will likely make it difficult and confusing\nfor prospective investors to assess the rapidly changing value of our Ordinary Shares and understand the value thereof.\n\n \n\nShareholders\nof public companies have often brought securities class action suits against those companies following periods of instability in the\nmarket price of their securities, even if such instability was the result of third parties over whom the company had no control and who\nhad engaged in prohibited market manipulation activities. If we were involved in a class action suit, it could divert a significant amount\nof our management’s attention and other resources from our business and operations and require us to incur significant expenses\nto defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our\nreputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be\nrequired to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.\n\n \n\n31"}