{"url_path":"/sec/mb/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 INFORMATION ON THE COMPANY**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/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":15035,"has_tables":true,"body_markdown":"**ITEM\n4. INFORMATION ON THE COMPANY**\n\n \n\n**CORPORATE\nHISTORY AND STRUCTURE**\n\n \n\n**Overview**\n\n \n\nWe\nare a full-service restaurant group in Hong Kong, specializing in Taiwanese hotpot and Taiwanese barbecue. As of the date of this\nAnnual Report, through our Hong Kong Operating Subsidiaries, we operate 12 restaurant outlets under our Master Beef and Anping Grill\nbrands, which, together, generated approximately 94.1% of our revenue for the financial year ended December 31, 2025. According to a\nreport that we commissioned from Frost & Sullivan, a global market research company (the “Frost & Sullivan\nReport”), in 2023, our Master Beef brand ranked first among the specialty and the Taiwanese hotpot restaurant chain brands in\nHong Kong in terms of revenue, and our Group, comprising our Master Beef and Anping Grill brands, ranked first in the overall\nTaiwanese cuisine market in Hong Kong with a market share of approximately 9.7% in terms of revenue.\n\n \n\nOur\nGroup’s history began in 2019 when our founders, Ms. Oi Wai Chau, Ms. Oi Yee Chau, Ms. Tsz Kiu So, Mr. Ka Chun Lam and Mr. Shing\nYan Lee, identified the untapped potential of the mid-range Taiwanese hot pot market in the highly competitive dining scene of Hong Kong.\nThey decided to capitalize on this opportunity by establishing a semi-self-service hotpot brand called “Master Beef Taiwanese Hotpot\nAll You Can Eat” which focused on providing high-quality hotpot experiences at reasonable prices. The brand’s first restaurant\nwas unveiled at King Wah Centre in Mong Kok in Kowloon, Hong Kong and quickly gained popularity which we believe was due to our providing\nan authentic Taiwanese hotpot experience and excellent value for the money.\n\n \n\nWe\nsubsequently expanded during the COVID-19 pandemic period and established multiple brands, namely Anping Grill, Chubby Bento, Chubby\nNoodles and Bao Pot, diversifying our operations into Taiwanese grill, Taiwanese bento, Taiwanese noodles and Taiwanese stone pot. To\nstreamline the corporate structure and recalibrate business strategies and resources, on May 14, 2024, the Group disposed of its operations\nin Chubby Bento, Chubby Noodles and Bao Pot to Galaxy Shine Company Limited and Thrivors Holdings Limited, our principal shareholders.\nImmediately prior to the disposal, we were operating three Chubby Bento outlets, two Chubby Noodles outlets and one Bao Pot outlet in\nHong Kong. As of the date of this Annual Report, the Group operates 12 restaurant outlets under the brands of Master Beef and Anping Grill.\n\n \n\n**Reorganization**\n\n \n\nOn\nDecember 30, 2022, as part of a reorganization prior to our IPO and listing on Nasdaq, Tak Moon Holdings Limited, a holding company incorporated\non May 29, 2019 under the laws of Hong Kong, transferred all of its shares in three wholly-owned subsidiaries incorporated in Hong Kong,\nnamely, Anping Grill (HK) Limited, Taiwanese Barbecue Limited and All You Can Eat Grill Limited, to Anping Grill Limited, a wholly-owned\nsubsidiary of the Company incorporated in the British Virgin Islands. Subsequently, Masterbeef Limited, a wholly-owned subsidiary of\nthe Company incorporated in the British Virgin Islands, acquired all of the shares of Tak Moon Holdings Limited, the holding company\nof the majority of the Operating Subsidiaries from its shareholders Oi Wai Chau, Hee Shun Chung and Tsz Kiu So. Two wholly-owned subsidiaries\nof the Company incorporated in the British Virgin Islands, namely House of Talent (BVI) Limited and Tak Moon Food Supplies (BVI) Limited,\nacquired all of the shares of two companies in Hong Kong, namely House of Talent Limited and Tak Moon Food Supplies Limited. Upon completion\nof such reorganization, all of the Hong Kong Subsidiaries became wholly-owned subsidiaries of the respective BVI Holding Companies.\n\n \n\n32\n\n \n\n \n\nThe\nreorganization also included the following transactions:\n\n \n\n \n●\nIssuance\nof an aggregate of 7,150 and 2,850 HK$-denominated Ordinary Shares to our shareholders Galaxy Shine Company Limited (“Galaxy\nShine”) and Thrivors Holdings Limited (“Thrivors”), respectively, on May 5, 2022 (the “2022 Issuance”);\n\n \n \n \n\n \n●\nIssuance\nof an aggregate of 21,332,025 and 8,502,975 Ordinary Shares, together an aggregate of 29,835,000 Ordinary Shares, to Galaxy Shine\nand Thrivors, respectively, in proportion to their existing shareholdings on April 16, 2024 (the “2024 Issuance to Founders”).\nAt the same time as the 2024 Issuance to Founders, we repurchased and immediately cancelled all of the HK$-denominated Ordinary Shares\nthat were issued to Galaxy Shine and Thrivors in the 2022 Issuance;\n\n \n \n \n\n \n●\nIssuance\nof an aggregate of 765,000 Ordinary Shares to Hin Weng Samuel Lui, an advisor to the Company, to diversify our shareholder base on\nApril 30, 2024 on the condition that our IPO and listing is consummated (together with the 2024 Issuance to Founders, the “2024\nIssuances”); and\n\n \n \n \n\n \n●\nRepurchase\nand immediate cancellation of 10,875,150, 4,334,850 and 390,000 Ordinary Shares that were issued to Galaxy Shine, Thrivors and Hin\nWeng Samuel Lui, respectively, on June 7, 2024.\n\n \n\nSee\n“Item 7. Major Shareholders and Related Party Transactions - Major Shareholders,” for information on the current shareholdings\nof our major shareholders.\n\n \n\n**Initial\nPublic Offering**\n\n \n\nOn\nApril 11, 2025, we closed on our IPO of 2,000,000 Ordinary Shares at a public offering price of $4.00 per share for total gross proceeds\nof $8,000,000 before deducting underwriting discounts and other offering expenses. Our Ordinary Shares commenced trading on the Nasdaq\nCapital Market on April 10, 2025 under the ticker symbol “MB.”\n\n \n\nOn\nMay 14, 2025, Dominari Securities LLC, as the representative of the underwriters of the Initial Public Offering partially exercised its\nover-allotment option to purchase an additional 155,000 Ordinary Shares of the Company at the public offering price of US$4.00 per share\n(the “Option”) for gross proceeds of $620,000. The closing for the sale of the over-allotment shares took place on May 16,\n2025.\n\n \n\nIn\nconjunction with our IPO, we registered 1,815,000 Ordinary Shares on behalf of certain reselling shareholders. We have not and will not\nreceive any proceeds from the sale of Ordinary Shares by the reselling shareholders.\n\n \n\n**Corporate\nStructure**\n\n \n\nMasterBeef\nGroup is a holding company incorporated in the Cayman\nIslands as an exempted company with limited liability on May 5, 2022. We have no substantive operations other than holding all of the\nissued share capital of seven holding companies incorporated in the British Virgin Islands (the “BVI Holding Companies”).\nThe BVI Holding Companies have no substantive operations other than holding directly or indirectly all of the issued share capital of\nthe Hong Kong subsidiaries, which include around 27 operating subsidiaries incorporated in Hong Kong (the “Hong Kong Operating\nSubsidiaries”), and one operating subsidiary incorporated in Taiwan (together with the Hong Kong Operating Subsidiaries, the “Operating\nSubsidiaries”).\n\n \n\n33\n\n \n\n \n\nWe\nconduct all of our restaurant operations through the Hong Kong Operating Subsidiaries. The following chart summarizes our current corporate\nstructure as of the date of this Annual Report:\n\n \n\n \n\nOur\nprincipal office is located at Units 1509-10, 15/F, Tower 1, Ever Gain Plaza, 88 Container Port Road, Kwai Chung, New Territories, Hong\nKong. Our telephone number is +852 3953 9388. Our registered office in the Cayman Islands is located at the office of Appleby Global\nServices (Cayman) Limited, 71 Fort Street, PO Box 500, George Town, Grand Cayman, Kyl-1106,\nCayman Islands.\n\n \n\n**Recent\nDevelopments**\n\n \n\n**Listing\non Frankfurt Stock Exchange**\n\n \n\nOn\nSeptember 5, 2025, we announced that our Ordinary Shares are now dual listed on the Quotation Board of the Frankfurt Stock Exchange (the\n“Secondary Listing”) and trading under the symbol “J0M.” This Secondary Listing is intended to enhance the liquidity\nof the Ordinary Shares, which currently trade on the Nasdaq Capital Market, and broaden our shareholder base.\n\n \n\nThe\nFrankfurt Stock Exchange is the world’s third oldest and twelfth largest stock exchange by market capitalization. It is owned and\noperated by Deutsche Borse AG and Borse Frankfurt Zertifikate AG.\n\n \n\n**BUSINESS\nOF MASTERBEEF GROUP**\n\n \n\n**Overview**\n\n \n\nWe\nare a holding company incorporated in the Cayman Islands with operations conducted by our Hong Kong Subsidiaries.\n\n \n\nWe\nare a full-service restaurant group in Hong Kong, specializing in Taiwanese hotpot and Taiwanese barbecue. As of the date of this Annual\nReport, through our Hong Kong Operating Subsidiaries, we operate 12 restaurant outlets under our Master Beef and Anping Grill brands.\nOur mission is to serve quality and value-for-money Taiwanese cuisine to our customers. With our expertise in Taiwanese cuisine and experienced\nmanagement team, we are committed to further strengthening our market position as a full-service Taiwanese restaurant group in Hong Kong.\n\n \n\nThe\ntable below shows our brand portfolio, the number of restaurant outlets and the cuisine served under each brand operated by our Hong\nKong Operating Subsidiaries as of the date of this Annual Report.\n\n \n\n34\n\n \n\n \n\n**Brand**\n \n**Signature\nCuisine**\n \n\n**Number\nof restaurant**\n\n**outlets\nas of the date of this**\n\n**Annual\nReport**\n\n****\n \nTaiwanese\nhotpot\n \n9\n\nMaster\nBeef\n\n（牛大人）\n\n \n \n \n \n\n \n \n \n \n \n\n \nTaiwanese\nbarbecue\n \n3\n\nAnping\nGrill\n\n（安平燒肉）\n\n \n \n \n \n\n \n\nSee\n“*Our Brand and Restaurant Portfolio - Our food offerings and brand image*” in this section for details of our food\nofferings and brand image for each of our brands.\n\n \n\n**Market\nOpportunities Analysis**\n\n \n\n**Optimization\nof central kitchen and introducing innovative menu items***:* Optimization of central kitchen and introducing innovative menu\nitems are the rising trend in catering services industry in Hong Kong. A centralized kitchen allows for economies of scale in food procurement,\npreparation, and distribution. Standardized processes and shared resources can reduce labor costs and improve overall operational efficiency,\nwhich lead to reduced waste, inventory management, and overhead expenses. Introducing innovative menu items becomes easier when the central\nkitchen can develop, test, and scale new recipes. Restaurants can quickly adapt their menus to changing customer preferences, seasonal\ningredients, or emerging food trends.\n\n \n\n**Increasing\nprevalence of production of semi-finished food products and all-you-can-eat model***:* The production of semi-finished retail\nproducts and the all-you-can-eat model is the rising trend for restaurants to diversify revenue, enhance the customer experience, and\ncapitalize on evolving dining trends and preferences. Restaurants offer semi-finished food products for retail sale to generate an additional\nrevenue stream beyond their dine-in operations. Customers may be willing to pay extra for restaurant-quality ingredients or meal components\nthat they can conveniently prepare at home. This retail sales channel expands the restaurant’s customer base beyond just on-site\ndiners, making their food products accessible to consumers who may not have the time or ability to visit the physical dining establishment.\nThe all-you-can-eat dining model also aligns well with the growing popularity of this convenient, value-driven dining format. By offering\na fixed-price, unlimited selection, restaurants can increase average check sizes and customer throughput compared to à la carte\nservice, and encourage higher-volume consumption and customer satisfaction through the “unlimited” concept.\n\n \n\n**Market\nRisk Analysis**\n\n \n\n**Labour\nshortage and rising operational costs:** Catering services in Hong Kong face challenges in hiring and retaining qualified chefs\nand service staff due to the tight labor market and a shortage of talent. It is crucial for these restaurants to offer competitive pay\nand favorable working conditions to attract skilled labor, but this becomes difficult when trying to control costs. Additionally, retaining\nstaff requires continuous effort and additional costs, making labor issues persistent challenges. Moreover, restaurants have to contend\nwith rising expenses such as ingredients, rent, utilities, and labor costs, all of which have been increasing due to inflation in recent\nyears. Managing costs while dealing with intense price competition poses a significant challenge for these catering services providers\nin Hong Kong.\n\n \n\n**Increased\ncompetition and industry consolidation***:* The catering services market in Hong Kong is characterized by increased competition,\nas numerous establishments vie for the attention of the same customer base. Independent restaurants often face tough competition from\nwell-established chains and prominent brands. The emergence of restaurants chains also increases the industry consolidation of catering\nservices in Hong Kong. Differentiating themselves based on price and quality presents a considerable challenge for catering services\nproviders. With a plethora of dining options available to customers, gaining a competitive advantage becomes even more difficult. As\na result, ensuring the continuity and profitability of their business is of utmost importance for players in the catering services industry.\n\n \n\n35\n\n \n\n \n\n**Competitive\nStrengths**\n\n \n\nAddressing\nthe above, we believe that we have a number of key strengths that differentiate our business from that of our competitors, including\nthe following:\n\n \n\n**We\nare a market leader and have a strong brand identity**\n\n \n\nBuilding\na strong brand identity and effective marketing strategies are essential for us for attracting a diversified and wide customer base.\nOur Hong Kong Operating Subsidiaries have spent great effort on establishing our brand image from food offerings to decor in our restaurant\noutlets. Our Hong Kong Operating Subsidiaries currently own two home-grown brands in our restaurant portfolio:\n\n \n\n \n●\n*Master\nBeef（牛大人）*is an all-you-can-eat hotpot restaurant that specializes in authentic Taiwanese hotpot\nsoup and hotpot dishes.\n\n \n \n \n\n \n●\n*Anping\nGrill（安平燒肉）*is a Taiwanese all-you-can-eat barbecue restaurant that offers Taiwanese\ntraditional taste of barbecue with Taiwanese street food and drinks in an antique atmosphere.\n\n \n\nOver\nthe years, we believe that we have successfully garnered brand awareness through positive reviews from patrons and have managed to maintain\na strong position in the Taiwanese hotpot market. Based on the Frost & Sullivan Report, our Master Beef restaurant outlets ranked\nfirst among all specialty hotpot restaurant chains and among Taiwanese hotpot restaurant chains in Hong Kong in terms of revenue in 2023.\nWith 12 restaurant outlets in Hong Kong, we have been able to reach a wide customer base. We also focus on developing unique brand personalities,\nvalues, and messages that resonate with our customers. This involves shaping how our brands are perceived by conducting market research\nto understand our target audience deeply, which we believe helps create a distinct identity that sets us apart from competitors. We believe\nthat our strong presence on social media platforms has resulted in high engagement rates, indicating that our marketing efforts have\nresonated well with our target audience. We believe this unique positioning sets us apart and gives us a competitive edge in the market.\n\n \n\n**We\nprovide high-quality food and maintain consistency**\n\n \n\nWe,\nthrough our Hong Kong Operating Subsidiaries, prioritize delivering high-quality food, beverages, and service while maintaining consistency\nacross all our restaurant outlets. Our Hong Kong Operating Subsidiaries strive to offer delicious and affordable food of consistent quality\nthat appeal to a large number of customers. To achieve this, our Hong Kong Operating Subsidiaries have a dedicated team of experienced\nchefs that are able to enhance the taste and maximize the appeal of our food offerings. In addition, our Hong Kong Operating Subsidiaries\nhave established a central kitchen where they produce semi-finished food products including soup base, processed ingredients and retail\npackaged soup base that meet our strict quality standards. These semi-finished food products are then distributed to our Hong Kong Operating\nSubsidiaries restaurant outlets, ensuring consistency in taste, presentation, and overall dining experience. Our Hong Kong Operating\nSubsidiaries also provide regular training to our staff to ensure that they follow our strict procedures and that they are well-equipped\nto maintain quality and consistency in their daily operations.\n\n \n\n**We\nare able to achieve standardization and operational efficiency by having a central kitchen**\n\n \n\nOur\nHong Kong Operating Subsidiaries achieve standardization in different stages of their business operation to ensure the quality of their\nservices and offerings can be delivered consistently. By consolidating part of our food production in a central kitchen, we can benefit\nfrom economies of scale. Bulk purchasing of ingredients and supplies can lead to cost savings and better negotiating power with suppliers.\nThis results in lower overall food costs, improving our profitability and competitive pricing. Furthermore, our central kitchen allows\nfor streamlined and standardized operations. With a centralized production facility, our Hong Kong Operating Subsidiaries are able to\noptimize processes, workflow, and equipment usage. This leads to increased efficiency, reduced duplication of efforts, and improved productivity,\nwhich translates into cost savings and faster turnaround times. In addition, our central kitchen facilitates effective supply chain management.\nIt enables us to have better visibility and control over ingredient sourcing, inventory management, and distribution. This ensures a\nreliable and uninterrupted supply of ingredients to the restaurant outlets, reducing the risk of stockouts and improving overall operational\nefficiency. Our central kitchen also provides greater control over food quality and consistency. Our Hong Kong Operating Subsidiaries\ndevelop standardized recipes that outline the required ingredients, quantities, cooking methods, and presentation standards to be followed\nby chefs and kitchen staff, ensuring consistent cooking and plating techniques and adherence to food safety and hygiene standards. These\nrecipes help maintain consistency and quality across different restaurant outlets. Furthermore, our Hong Kong Operating Subsidiaries\nhave standardized service procedures that are followed by all our restaurant outlets. These standard procedures cover various aspects\nsuch as greeting and seating guests, taking orders, serving meals, handling customer inquiries, and resolving any issues that may arise\nduring the dining experience. In this regard, we can ensure that all restaurant outlets maintain the same level of quality in their food\nofferings and that our customers receive a consistent level of service and hospitality. This consistency enhances our brand’s reputation\nand customer satisfaction, leading to increased competitiveness.\n\n \n\n36\n\n \n\n \n\n**We\nare committed to menu development, innovation and customer satisfaction**\n\n \n\nWe\nbelieve in staying at the forefront of culinary trends and constantly evolving to meet customer preferences. Our Hong Kong Operating\nSubsidiaries maintain a dedicated menu development team consisting of experienced chefs. This team continually explores new recipes,\nexperiments with ingredients, and refines existing dishes to keep the menu fresh and appealing. In our restaurant outlets, our Hong Kong\nOperating Subsidiaries regularly update our menus with new and exciting dishes, incorporating seasonal ingredients and experimenting\nwith unique flavors and culinary techniques. Our Hong Kong Operating Subsidiaries introduce seasonal menu items to showcase fresh and\nseasonal ingredients. By incorporating seasonal produce and flavors, our Hong Kong Operating Subsidiaries keep the menu offerings dynamic\nand aligned with changing tastes throughout the year. This ensures that customers can enjoy new and exciting dishes that reflect the\ncurrent season.\n\n \n\nIn\naddition, as part of our commitment to innovation and customer satisfaction, our Hong Kong Operating Subsidiaries launched the retail\nsale of our packaged signature hotpot soup base at our selected restaurant outlets in 2022, and they were well received by our customers.\nOur Hong Kong Operating Subsidiaries have plans to expand our production and sell our packaged signature hotpot soup base in distribution\noutlets such as supermarkets going forward. By making our signature soup base available in a packaged format, customers can now recreate\nthe distinctive taste and quality of our signature hotpot soup base in the comfort of their own homes. This not only caters to the growing\ndemand for convenient meal solutions, but also allows our customers to enjoy our food creations wherever and whenever they prefer. We\nbelieve that this will broaden our customer base and serve as a means of promotion at the distribution outlets.\n\n \n\nFurthermore,\nproviding an exceptional dining experience is at the forefront of our philosophy. In each of our Hong Kong Operating Subsidiaries’\nrestaurant outlets, we invest in renovation design to create a unique and inviting ambiance that resonates with our target customers.\nWe pay attention to every detail, from the decor and lighting to the seating arrangements and music selection, to ensure a memorable\nand enjoyable dining experience with Taiwanese flavor. Our Hong Kong Operating Subsidiaries train our staff to deliver excellent customer\nservice, ensuring that every interaction reflects our commitment to exceeding customer expectations. In addition, we actively seek customer\nfeedback and monitor industry trends through various channels, such as online surveys, social media platforms, and direct interactions.\nWe value customer feedback and reviews, using them as valuable insights to continually improve our offerings and enhance the overall\ncustomer experience and satisfaction.\n\n \n\n**We\nhave a dedicated and experienced management team**\n\n \n\nWe\nhave a dedicated management team with an average of over 10 years of knowledge and experience of the food and beverage industry, including\nour head chef who has over 30 years of food and beverage industry experience. Our management team makes our business philosophy and core\nvalues a daily part of all facets of our business operations. In addition to experience in the food and beverage industry, our management\nteam also has experience in finance management, business development and general business management. We believe that the range of management\nexperience promotes diverse perspectives and creative thinking, which in turn results in innovative and effective ways of operating our\nrestaurants and growing our business. Our management team has been working together for a number of years, and our management personnel\nhas remained relatively stable. We trust that our management team’s collective experience, the ability to work as a collaborative\nteam and ultimately, the ability to effectively implement our business philosophy, are critical to our success and will continue to contribute\nto our growth and expansion.\n\n \n\n37\n\n \n\n \n\n**Business\nStrategies**\n\n \n\nBuilding\non our key strengths, we aim to continue to strengthen our market position and further expand our business by pursuing the following\nstrategies:\n\n \n\n**Continue\nto strategically expand our restaurant network in Hong Kong and overseas**\n\n** **\n\nWe\nplan to further expand our existing restaurant network through the following key initiatives:\n\n \n\n \n●\n**Organic\nGrowth.**We intend to focus on organic growth by opening new outlets of existing successful restaurant brands. This strategy\ninvolves carefully selecting desirable locations, conducting market research, and leveraging the existing brand recognition and customer\nbase.\n\n \n \n \n\n \n●\n\n**Franchising.**To accelerate our expansion, we plan to offer overseas franchising opportunities for our restaurant brands. This would allow\nentrepreneurs or investors to open and operate franchised outlets under our established brands, following standardized processes\nand systems. We have plans to pursue franchising or to enter into joint ventures with local food and beverage businesses in target\nmarkets outside Hong Kong, including Singapore and other Southeast Asian countries. These partnerships would allow us to leverage\nthe local expertise and resources of our partners, enabling smoother market entry and operations in foreign territories.\n\n \n\nAs\nof the date of this Annual Report, we have entered into a franchise arrangement with a Thailand company to introduce a premium gelato\nbrand from Thailand to the Hong Kong market as part of our expansion into the dessert market. We expect to open the first Thailand\ngelato shop in Hong Kong with an anticipated launch in summer 2026, marking our initial step in rolling out the brand locally. Depending\non the performance of the first location, prevailing market conditions and appropriate commercial and financial assessments, we will\nevaluate opportunities to open additional Thailand gelato shops over time.\n\n \n\n**Further\nstreamline operation efficiency and increase profitability**\n\n** **\n\nWe\nintend to continue to improve the operation efficiency and standardization of our operating procedures across our restaurant network\nby leveraging our Hong Kong Operating Subsidiaries’ central kitchen and existing standardized preparation approach, and to seek\nways to further optimize costs, streamline processes, and ensure smooth restaurant operations. We conduct regular operation meetings\nto (i) identify areas for improvement, (ii) optimize staffing levels to match demand, and (iii) explore options for digitalization such\nas investing in technology solutions for table service, inventory management and order processing.\n\n \n\nIn\nterms of digitalization and investing in technology solutions, we are exploring the use of AI-powered robots as waiters to serve our\ncustomers in our restaurant outlets. These robot waiters may improve operational efficiency by streamlining order processing and reducing\nlabor cost. These robots are capable of transmitting orders to the kitchen, performing stock-taking of inventories, minimizing errors\nand expediting food preparation. Additionally, these robots may free up human staff members to focus on other important aspects of customer\nservice, such as providing personalized recommendations, addressing specific dietary requirements, and ensuring a welcoming and comfortable\natmosphere. As of the date of this Annual Report, our Hong Kong Operating Subsidiaries do not use any robots in their operations, and\nthere can be no assurance we will do so.\n\n \n\nIn\naddition, we place a strong emphasis on ensuring smooth and profitable operations of our business by conducting regular evaluations among\nthe management team. We intend to evaluate the operational efficiency of our restaurant outlets by assessing factors such as food preparation\ntime, table turnover rate, and staff productivity. This assessment helps identify bottlenecks and address any operational issues. In\nthis regard, we believe that we will be able to further optimize operational efficiency and increase the profitability of our business.\n\n \n\n**Fully\nutilize our central kitchen to maximize its capabilities and drive profitability**\n\n** **\n\nAs\nour restaurant network expands, our Hong Kong Operating Subsidiaries intend to continue to utilize our central kitchen to streamline\nour food production and supply chain. In addition to supplying food ingredients to our restaurant outlets, our Hong Kong Operating Subsidiaries\nhave been selling our branded food products from time to time, including our signature hotpot soup base, which is prepared and packaged\nin our central kitchen and then sold at our selected restaurant outlets. We have also been distributing and selling our branded semi-finished\nfood products from time to time in retail outlets, supermarkets and online platforms, which we believe will generate additional revenue\nstreams and elevate our brand awareness.\n\n \n\nIn\n2025, our central kitchen commenced preparing food products such as marinated meat for other food businesses. Our central kitchen collaborates\nwith other food suppliers or businesses to produce food items under their private labels or brand names. By leveraging the central kitchen’s\ninfrastructure and quality control measures, we have created and can continue to create new revenue streams by working with businesses\nthat seek to outsource their food production.\n\n \n\n38\n\n \n\n \n\nBy\nembracing both the production of semi-finished food products and food products for other food businesses, the central kitchen can maximize\nits efficiency, generate additional revenue streams and establish itself as a reliable and versatile food production hub.\n\n \n\n**Our\nBrand and Restaurant Portfolio**\n\n \n\n**Our\nfood offerings and brand image**\n\n** **\n\n**Master\nBeef（牛大人）**\n\n** **\n\nMaster\nBeef offers all-you-can-eat hotpot cuisine that includes authentic Taiwanese hotpot soup and hotpot dishes. Our Hong Kong Operating Subsidiaries\nuse a wide mix of ingredients to create different hotpot soup bases served with different sliced meat dishes such as beef, pork, and\nchicken. Customers can choose from different buffet set menus based on beef quality and food variety and enjoy hotpot during the specified\ndining time limit. In addition to the hotpot food ingredient options on the chosen menu, customers may also enjoy Taiwanese street food\nand drinks at the restaurant outlets. Set out below are some of the signature soup bases and dishes at our Master Beef restaurant outlets:\n\n \n\n \n\n \n\n****\n\n \n\n** **\n\n \n \n \n\nMadam\nBeef Signature Spicy Soup\n\n(牛夫人秘方麻辣鍋)\n(right)\n\n \n\nChinese\nHerbal Chicken Soup\n\n(阿嬤養生濃湯鍋)\n(left)\n\n \n\nA\nvariety of beef dishes such as sliced or diced\n\nbeef\nand meat balls as hotpot ingredients\n\n \n\nThe\noverall theme of Master Beef restaurant outlets is to evoke a warm and inviting atmosphere that reflects the cultural heritage of Taiwanese\ncuisine while incorporating contemporary touches. The decor choices in Master Beef restaurant outlets often incorporate elements that\nshowcase the Taiwanese culture, such as artwork, calligraphy, or traditional patterns. The use of natural materials and textures, such\nas wood panelling or bamboo accents, adds to the traditional ambiance.\n\n \n\n39\n\n \n\n \n\n**Anping\nGrill（安平燒肉）**\n\n** **\n\nAnping\nGrill specializes in Taiwanese barbecue offering high-quality meat and a variety of classic Taiwanese night market snacks, freshly prepared\ndrinks and special sauces, giving our customers an authentic Taiwanese barbecue experience. Customers can choose from different buffet\nset menus based on beef quality and food variety. Set out below are some of the signature dishes at our Anping Grill restaurant outlets:\n\n \n\n****\n \n\n****\n\n** **\n\n \n \n \n\nAuthentic\nTaiwanese barbecue with a selection of beef\n\nslices\nand seafood\n\n \n\nOur\nsignature dipping sauces and a variety of sliced\n\nbeef\ndishes as barbecue ingredients\n\n \n\nOur\nAnping Grill restaurant outlets aim to recreate the nostalgic and vintage atmosphere of Anping Old Street in Tainan, Taiwan. The decor\nin Anping Grill restaurant outlets evokes a sense of warmth, authenticity, and heritage, and often incorporates elements that reflect\nthe vintage style of Anping Old Street such as red brick walls or accents, reminiscent of the historic architecture. Vintage style decorations,\nsuch as antique lanterns, wall art depicting traditional scenes, or cultural artifacts, add to the nostalgic ambiance.\n\n \n\n**Number\nof restaurant outlets**\n\n \n\nAs\nat December 31, 2023, we operated nine Master Beef and three Anping Grill restaurant outlets, as well as three Chubby Bento Taiwanese\nbento outlets and one Bao Pot Taiwanese stone pot outlet in Hong Kong.\n\n \n\nDuring\nthe first quarter of 2024, we opened two new Taiwanese noodles outlets under the brand of Chubby Noodles in Hong Kong. To streamline\nthe Group’s corporate structure and recalibrate business strategies and resources, on May 14, 2024, the Group sold its operations\nin Chubby Bento, Chubby Noodles and Bao Pot to Galaxy Shine Company Limited and Thrivors Holdings Limited, our principal shareholders\nand related parties.\n\n \n\nAs\nof the date of this Annual Report, through our Hong Kong Operating Subsidiaries, we operate 12 restaurant outlets in Hong Kong as shown\nin the map below and our Hong Kong Operating Subsidiaries do not have any restaurant outlets outside of Hong Kong. Most of our restaurant\noutlets are located in residential areas as well as commercial areas with office buildings, shopping malls and transportation hubs.\n\n \n\n40\n\n \n\n \n\n \n\nKey:\nThe names of the restaurant outlets are set out below their respective logos.\n\n \n\n****\n\n \n\n****\n\nMaster\nBeef\n\n（牛大人）\n\n \n\nAnping\nGrill\n\n（安平燒肉）\n\n \n\n41\n\n \n\n \n\nThe\ntable below sets out the location, year of commencement of operation, approximate gross floor area, approximate seating capacity and\napproximate average spending per customer of each restaurant outlet of our Group as of December 31, 2025.\n\n \n\nNo.  \nBrands \nLocation \n\n**Year of**\n\n**commencement of**\n\n**operation**\n  \n\n**Approximate**\n\n**gross floor area**\n\n**(square feet)**\n  \n\n**Approximate**\n\n**seating capacity**\n  \n\n**Approximate**\n\n**average**\n\n**spending per**\n\n**customer(1)**\n\n**(HK$)**\n \n\n1  \nMaster Beef \nKing Wah Centre, Mong Kok \n 2019  \n 6,000  \n 190  \n 334 \n\n2  \nMaster Beef \nTai Hung Fai (Tsuen Wan) Centre, Tsuen Wan \n 2020  \n 8,900  \n 280  \n 316 \n\n3  \nMaster Beef \nCauseway Bay Plaza 2, Causeway Bay \n 2020  \n 7,300  \n 250  \n 318 \n\n4  \nMaster Beef \nCarnarvon Plaza, Tsim Sha Tsui \n 2020  \n 13,000  \n 320  \n 286 \n\n5  \nMaster Beef \nHollywood Plaza, Mong Kok \n 2020  \n 9,400  \n 260  \n 292 \n\n6  \nMaster Beef \nCrocodile Center, Kwun Tong \n 2021  \n 10,700  \n 260  \n 289 \n\n7  \nMaster Beef \nChanway Shopping Centre, Sha Tin \n 2021  \n 10,900  \n 180  \n 262 \n\n8  \nMaster Beef \nYOHO MALL II, Yuen Long \n 2022  \n 7,200  \n 240  \n 277 \n\n9  \nMaster Beef \nPopcorn, Tseung Kwan O \n 2023  \n 5,500  \n 190  \n 280 \n\n10  \nAnping Grill \nChong Hing Square, Mong Kok \n 2020  \n 7,700  \n 240  \n 370 \n\n11  \nAnping Grill \nTai Hung Fai (Tsuen Wan), Tsuen Wan \n 2021  \n 8,900  \n 200  \n 357 \n\n12  \nAnping Grill \nPopcorn, Tseung Kwan O \n 2023  \n 3,900  \n 140  \n 335 \n\n \n\n(1)\nCalculated\nby dividing catering income generated from restaurant operations (excluding takeaway orders) for the year by total customers served\nfor the year.\n\n \n\nOur\noutlet operations are facilitated by centralized food procurement, processing and preparation at our central kitchen and distribution\nand storage at our warehouse, both in Yuen Long, Hong Kong, with a gross floor area of approximately 19,200 and 9,900 square feet, respectively.\n\n \n\nWe\nbelieve that these facilities are generally adequate to meet our current needs, although we expect to seek additional space as needed\nto accommodate future growth.\n\n** **\n\n****\n\n42\n\n \n\n** **\n\n**Expansion\nplan management**\n\n** **\n\nThe\nfollowing paragraphs generally summarize the principal steps of our expansion plan management for opening new restaurant outlets. Depending\non the complexity of the project, the process of opening a new restaurant outlet takes approximately three to five months.\n\n \n\n \n●\n**Concept\ndevelopment and planning**. In this stage, we define the concept of the restaurant outlets, including the cuisine, target market,\nambiance, and overall theme. Market research and feasibility studies are conducted to assess the viability and potential success\nof the concept. Location selection and lease negotiations take place, considering factors such as foot traffic, accessibility and\nmarket demand.\n\n \n \n \n\n \n●\n**Design and construction**.\nArchitectural and interior design plans are developed, considering the concept, brand identity and customer experience. Construction\nand renovation work takes place, including structural modifications, installation of equipment and interior finishes. Permits and\nlicenses are obtained, ensuring compliance with local regulations and building codes.\n\n \n \n \n\n \n●\n**Menu development\nand training**. The head chef and our Executive Directors create and refine the menu, considering the concept, target market\nand ingredient availability. Menu items are tested, and recipes are finalized, ensuring consistency and quality. Staff training programs\nare developed and implemented, covering areas such as food preparation, customer service and brand standards.\n\n \n \n \n\n \n●\n**Pre-opening and marketing**.\nMarketing plans are executed, including branding, advertising, social media campaigns and public relations efforts. Pre-opening activities,\nsuch as soft openings and menu tastings, may be organized to generate interest from the public and gather feedback from customers.\nOperational systems and processes are finalized, and final staff training takes place.\n\n \n \n \n\n \n●\n**Grand opening and\npost-opening operations**. The restaurant officially opens its doors to the public, and regular operations begin. Ongoing monitoring\nand adjustments are made to optimize operations, address customer feedback and ensure a smooth dining experience. Performance metrics\nsuch as revenue, customer satisfaction and profitability are tracked, and adjustments may be made as necessary.\n\n \n\n**Our\nRestaurant Operation and Management**\n\n** **\n\nWe\nemploy a management structure designed to promote efficiency in supervising, directing and supporting our operation and management:\n\n \n\n \n(i)\n**headquarters\nmanagement**: At the headquarters level, there are directors and managers who oversee the overall strategic direction and operations\nof our business. This includes making high-level decisions related to brand development, food procurement, expansion plans, financial\nmanagement, marketing strategies and human resources. The headquarters management team is responsible for setting goals, establishing\npolicies and procedures and ensuring the smooth functioning of the entire organization;\n\n \n(ii)\n**regional management**:\nOur Hong Kong Operating Subsidiaries have regional managers who oversee the operations of multiple restaurant outlets within a specific\ngeographical region. These managers are responsible for ensuring that each restaurant outlet operates efficiently, adheres to company\nstandards and meets financial and operational targets. They provide guidance and support to the restaurant-level management teams,\nmonitor performance, implement marketing initiatives and address any operational challenges that may arise; and\n\n \n(iii)\n**restaurant management**:\nAt the restaurant level, there are managers and supervisors who are responsible for the day-to-day operations of each restaurant\noutlet. This includes managing staff, overseeing food preparation and service, maintaining cleanliness and hygiene standards, and\nensuring customer satisfaction. Restaurant-level managers handle staffing, training, inventory management, financial reporting, and\nmaintaining quality control. They work closely with the regional management team to implement strategies and policies set by the\nheadquarters and ensure the smooth operation of each restaurant outlet.\n\n \n\n43\n\n \n\n \n\n**Central\nkitchen and logistics**\n\n** **\n\nOur\nHong Kong Operating Subsidiaries have been using our central kitchen to centralize the part of the procurement, processing, preparation,\ndistribution and quality control of our food ingredients since July 2021. The categories of food that are produced in our central kitchen\ninclude raw meat, cooked meat, fried food, desserts, soup base, soy sauce, processed ingredients and packaged soup for retail. The operation\nflow of our central kitchen is summarized below:\n\n \n\n \n(i)\n**recipe development**:\nOur head chef creates recipes for semi-finished food products with the purpose of standardizing the quality and taste of the product\nto be served in the restaurant outlets;\n\n \n(ii)\n**ingredient procurement\nand inventory management**: Our central kitchen is responsible for sending procurement requests to our procurement team to source\nfor ingredients and to manage the inventory of ingredients needed for food production. This involves ensuring quality and freshness,\nand maintaining proper stock levels to meet the demands of our restaurant outlets;\n\n \n(iii)\n**food preparation and\nproduction**: Monthly and weekly production plans are implemented according to our restaurant outlets’ demand and stock level.\nOur central kitchen carries out food preparation and production based on the production plan. Our chefs and kitchen staff follow\nstandardized recipes and procedures to ensure consistency and quality across all restaurant outlets. This may involve various cooking\ntechniques, such as grilling, frying, roasting or steaming, depending on the specific dishes being prepared;\n\n \n(iv)\n**quality control and\nassurance**: Our central kitchen maintains strict quality control measures to ensure that the food produced meets our standards.\nThis involves regular inspections of ingredients, monitoring of the cooking processes and taste testing to ensure flavor and texture\nconsistency. Any deviations or issues in quality are addressed promptly;\n\n \n(v)\n**packaging and storage**:\nOnce the food is prepared, it is appropriately packaged to maintain freshness and hygiene during transportation to our restaurant\noutlets. Our central kitchen ensures proper labeling and storage of the packaged food, following the food safety guidelines and regulations;\nand\n\n \n(vi)\n**distribution and delivery**.\nOur warehouse coordinates the distribution and delivery of the prepared food to the respective restaurant outlets according to order\nrequests from our restaurant outlets. Our Hong Kong Operating Subsidiaries outsource to third-party logistics providers to deliver\nfood to restaurant outlets on a six-day basis, from Monday to Saturday.\n\n \n\n**New\nMenu Development**\n\n** **\n\nIn\nour restaurant outlets, we regularly update and develop our menus with new and exciting dishes, incorporating seasonal ingredients and\nexperimenting with unique flavors and culinary techniques. The development of our menus involves the following stages:\n\n \n\n \n(i)\n**idea generation**:\nThis stage involves brainstorming and generating ideas for new menu items or product concepts. It may involve input from various\nsources, such as customer feedback, market research, head chefs and regional chefs and management;\n\n \n(ii)\n**concept development**:\nOnce ideas are generated, the next stage is to develop and refine the concepts. This includes determining the target audience, defining\nthe unique selling points and outlining the key features of the menu item or product. Collaboration between head chef, marketing\nteams and management is crucial at this stage;\n\n \n(iii)\n**recipe creation and\ntesting**: After the concept is finalized, the head chef works on creating the recipes for the new menu item or product. This involves\nexperimenting with ingredients, flavors, cooking techniques and portion sizes to achieve the desired taste and presentation. Multiple\niterations and taste tests may be conducted to refine the recipes;\n\n \n(iv)\n**cost analysis and sourcing**:\nOnce the recipes are finalized, a cost analysis is conducted to determine the feasibility and profitability of the menu item or product.\nThis includes evaluating ingredient costs, portion sizes and pricing strategies. Concurrently, the procurement team works on identifying\nreliable suppliers and ensuring the availability of ingredients in the required quantities;\n\n \n(v)\n**menu evaluation and\ntesting**: Before launch, our new menu item or product goes through a comprehensive evaluation and testing phase. This may involve\nconducting taste tests with internal staff and management, gathering feedback and making necessary adjustments to the recipe or presentation;\nand\n\n \n(vi)\n**launch and monitoring**:\nOnce the menu item or product passes the evaluation and testing phase, it is ready for launch. The marketing team develops promotional\nstrategies, and the culinary team ensures proper training of the staff for its preparation and presentation. After the launch, the\nperformance and reception of the new menu item or product are closely monitored, and adjustments may be made based on customer feedback\nand sales data.\n\n \n\n44\n\n \n\n \n\n**Procurement**\n\n \n\nThe\nflow of our procurement process can be divided into the following stages:\n\n \n\n \n(i)\n**ingredient\nsourcing**: The procurement team consolidates the menu requirements and source for ingredients with cost considerations;\n\n \n(ii)\n**vendor selection**:\nSuitable vendors are identified based on quality, reliability, pricing and adherence to food safety standards. Contracts and pricing\nagreements are negotiated;\n\n \n(iii)\n**sampling**: for new\ningredients, samples are requested and tested by our head chef, Chief Executive Officer, Chief Operating Officer and Executive Directors,\nwho approve the item considering its quality;\n\n \n(iv)\n**purchase ordering**:\nOnce the item is approved, the procurement team creates purchase orders for the required ingredients, supplies and equipment based\non the menu plans and inventory needs. Orders are then placed with approved vendors;\n\n \n(v)\n**order tracking**:\nThe team tracks the status of orders, ensuring timely delivery and resolving any issues with vendors; and\n\n \n(vi)\n**receiving and inspection**:\nUpon delivery, the warehouse team/kitchen staff members of outlets inspect the received items for quality, quantity and adherence\nto specifications. The invoice amount is then logged on the accounting systems for settlement while some invoices are settled by\ncash on delivery. Any discrepancies are reported and resolved.\n\n \n\n**Suppliers**\n\n \n\nFor\neach of the three years ended December 31, 2025, 2024 and 2023, our Operating Subsidiaries purchased from over 130 food ingredient suppliers.\n\n \n\n**Our\nfive largest food ingredient suppliers**\n\n \n\nDuring\nthe three years ended December 31, 2025, 2024 and 2023, our purchases from our five largest food ingredient suppliers amounted to\napproximately HK$66.9 million, HK$56.4 million and HK$70.1 million, respectively, representing approximately 40.4%, 35.3% and 43.5%\nof our total food ingredient purchases, respectively. Our purchases from the largest food ingredient supplier for the three years\nended December 31, 2025, 2024 and 2023 amounted to approximately HK$23.2 million, HK$14.3 million and HK$19.6 million, respectively,\nrepresenting approximately 14.0%, 9.0% and 12.2% of our total food ingredient purchases, respectively. As of the date of this Annual\nReport, our business relationship with our five largest food ingredient suppliers for the three years ended December 31, 2025, 2024\nand 2023 remained stable and the years of relationship ranged from over three years to over five years. All of our five largest food\ningredient suppliers during the three years ended December 31, 2025, 2024 and 2023 are located in Hong Kong and are independent\nthird parties.\n\n \n\n**Supplier\nselection and management**\n\n** **\n\nOur\nExecutive Directors, headquarter teams and regional teams are involved in the food ingredients supplier selection process, including\nthe selection, evaluation, inspection and approval of each supplier prior to their engagement. Our procurement staff selects suppliers\nbased on a rigorous qualification and approval process. This includes conducting market research and considering referrals to identify\npotential suppliers that meet our requirements for reputation, track record, product quality, pricing and adherence to industry standards\nand regulations. We evaluate potential supplier’s financial stability, manufacturing capabilities and ability to meet our volume\nand delivery requirements.\n\n \n\nOur\nprocurement staff also assesses suppliers based on their compliance with food safety regulations, certifications and quality management\nsystems, as well as their pricing structure and overall cost competitiveness. Suppliers are required to provide documentation such as\nfood safety certifications, product specifications and quality control processes to demonstrate their commitment to safety and quality.\nIn order to ensure consistent quality and food safety, regular supplier audits, product samplings and laboratory testing are conducted\nto assess the suppliers’ facilities, processes and food safety management systems. In addition, our procurement staff conducts\nbackground checks of potential suppliers such as the nature of the business, date of establishment, business registration certificates\nand relevant license produced, and price of food ingredients.\n\n \n\nAll\nour restaurant outlets obtained their food ingredients from multiple suppliers for each type of food and there was no reliance on any\none single supplier during the three years ended December 31, 2023, 2024 and 2025. As of the date of this Annual Report, we maintain\na list of approved suppliers for food ingredients comprising over 200 suppliers. In addition, our procurement staff conducts quality\nreview from time to time and at least once a year to ensure that the quality of our approved suppliers meets our standards, including\nthose in relation to the quality of food ingredients, quality of customer service, delivery efficiency, discounts and offers available.\nThe annual review will be subject to the approval of our Executive Directors, headquarter team and regional teams.\n\n \n\n45\n\n \n\n \n\nDuring\nthe three years ended December 31, 2023, 2024 2025, our Operating Subsidiaries did not experience any food supply interruption, early\ntermination of any contractual arrangement with suppliers or failure to secure sufficient quantities of food materials that imposed material\nadverse impact on our operations. Our Operating Subsidiaries have implemented certain policies, such as comparing quotations from multiple\nsuppliers, sourcing from pre-approved suppliers, monitoring settlement of purchases by our head office and setting out our policy on\nprevention of bribery and corruption in our employee handbook to prevent any kickback arrangements with our suppliers.\n\n \n\nOur\nOperating Subsidiaries have not entered into any long-term contracts with our suppliers, which our Executive Directors consider to be\nin line with market practice. Our Operating Subsidiaries generally place our orders of food ingredients on an as-needed basis and based\non the quotation provided by our suppliers. Our Operating Subsidiaries then issue a purchase order to the selected supplier, specifying\nthe agreed-upon terms, quantities, delivery dates and any other relevant details.\n\n \n\n**Sales\nand Marketing**\n\n \n\n**Customers**\n\n** **\n\nDue\nto the nature of our business, our Hong Kong Operating Subsidiaries’ customers are mainly retail customers from the general public.\nAs such, our Directors consider that it is not practicable to identify the five largest customers or the largest customer for the three\nyears ended December 31, 2023, 2024 and 2025. To our knowledge, none of our Hong Kong Operating Subsidiaries’ customers accounted\nfor 5% or more of our Group’s total revenue for the three years ended December 31, 2023, 2024 and 2025 and we did not rely on any\nsingle customer during the three years ended December 31, 2023, 2024 and 2025. In line with the industry practice, during the three years\nended December 31, 2023, 2024 and 2025 and up to the date of this Annual Report, none of our Operating Subsidiaries have entered into\nany long-term contract with our Hong Kong Operating Subsidiaries’ customers.\n\n \n\n**Our\nmembership scheme**\n\n \n\nWe\nvalue our customers and operate our membership schemes with a view to promoting repeated patronage from our customers and building our\nbrand loyalty.\n\n \n\nOur\nHong Kong Operating Subsidiaries offer a membership scheme for Master Beef and Anping Grill with different tiers to enhance customer\nloyalty and drive repeat business. The silver tier is available upon sign-up and provides general benefits such as sign-up bonus coupons\nand periodic special offers. The gold tier is achieved through expenditure and offers additional coupons and more offers. The diamond\ntier is for frequent customers and provides premium benefits including exclusive offers and coupons. This approach offers benefits including\nincreased customer loyalty, enhanced customer engagement and budget-friendliness for customers. The membership scheme also provides us\nwith an additional channel to obtain a better understanding of our customer preferences, visit frequency and spending pattern, which\nallow us to counteract accordingly.\n\n \n\nThe\nnumber of our members increased by approximately 5.5% from approximately 566,000 members as of December 31, 2024 to approximately 597,000\nmembers as of December 31, 2025; the number of our members increased by approximately 7.6% from approximately 526,000 members as of December\n31, 2023 to approximately 566,000 members as of December 31, 2024, after the disposal of the Sold Group. The number of our members increased\nby approximately 20.5% from approximately 437,000 members as of December 31, 2022 to approximately 526,000 members as of December 31,\n2023.\n\n \n\n**Pricing\nstrategies**\n\n** **\n\nOur\npricing strategy is guided by menu engineering, value-based pricing and competition. Menu items are priced strategically based on popularity\nand profitability, considering ingredient costs and desired profit margins. We assess the perceived value of our offerings to set prices,\ntaking into account factors such as quality, expertise, flavors, and dining experience. We also analyze competitors’ prices and\nmay adjust our prices to position ourselves effectively. Depending on our desired market positioning, we may offer lower prices to attract\nprice-sensitive customers or higher prices for a premium dining experience targeting customers who value exclusivity and superior service.\nThis involves consideration in relation to ingredient sourcing, portion sizes, and waste reduction efforts while ensuring that quality\nstandards are upheld. Each brand within our Group offers unique pricing and menu options, catering to different preferences and culinary\nexperiences.\n\n \n\n46\n\n \n\n \n\nIn\naddition, our Hong Kong Operating Subsidiaries adopted an all-you-can-eat model in our Master Beef and Anping Grill restaurant outlets\nand we charge customers a fixed price for dining at our all-you-can-eat restaurants within a stipulated time period which is generally\ntwo to three hours.\n\n \n\nOur\nHong Kong Operating Subsidiaries review the menus of our restaurants and develop new menus quarterly. Our Hong Kong Operating Subsidiaries\nregularly update our menus with new dishes incorporating seasonal ingredients and experimenting with unique flavors and culinary techniques.\nOur Hong Kong Operating Subsidiaries charge customers a standard service fee of 10% which will be recognised as our Hong Kong Operating\nSubsidiaries’ revenue.\n\n \n\n**Marketing\nstrategies**\n\n** **\n\nWe\naim to promote our business and establish a strong brand identity by adopting different marketing strategies. In terms of advertising\nand traditional marketing collaterals, we engage in outdoor advertising such as billboards or signage in the buildings that we are leasing\nfor our restaurant outlets. We distribute printed materials at our restaurant outlets or strategic locations that are close by. For social\nmedia channels, we actively communicate to our customers in social media platforms such as Facebook and Instagram. We create official\nbrand accounts and share enticing food photos, videos and updates to engage with our target customers. Social media marketing allows\nfor targeted advertising, influencer collaborations and interactive campaigns to drive brand awareness and customer engagement. We invite\ninfluencers to review our restaurant outlets, create sponsored content or host influencer events to showcase our menu offerings. In addition,\nwe occasionally form partnerships with other businesses to create cross-promotions and joint events, as well as cross-over products in\norder to generate further media coverage.\n\n \n\n**Quality\nControl**\n\n** **\n\n**Procurement**\n\n \n\n \n●\n**Quality\nspecifications**. Our Operating Subsidiaries establish detailed quality specifications for ingredients and raw materials. These\nspecifications outline the required quality standards, such as freshness, appearance, size and any specific certifications or standards\nthat the suppliers must meet.\n\n \n \n \n\n \n●\n**Supplier\nevaluation.**Our Operating Subsidiaries have a supplier evaluation process in place to assess the reliability and quality\nof potential suppliers. This may involve conducting audits, sampling and testing of ingredients and reviewing documentation such\nas certificates of analysis or quality assurance from the suppliers.\n\n \n\n**Storage**\n\n \n\n \n●\n**Proper\nstorage conditions**. Our Operating Subsidiaries establish guidelines for proper storage conditions to maintain the quality\nand safety of ingredients. This may include temperature controls, storage duration limits, and segregation to prevent cross-contamination.\n\n \n \n \n\n \n●\n**First-expires,\nfirst-out (“FEFO”).**Our Operating Subsidiaries implement a FEFO system to minimize the risk of spoilage, and\nmaintain freshness. The warehouse system is set to be assigned picking according to expiration date.\n\n \n\n47\n\n \n\n \n\n**Production\nand Service**\n\n \n\n \n●\n**Standardized\nrecipes.**Our Hong Kong Operating Subsidiaries develop standardized recipes that outline the required ingredients, quantities,\ncooking methods and presentation standards. These recipes help maintain consistency and quality across different outlets.\n\n \n \n \n\n \n●\n**Standard operating\nprocedures (“SOPs”).**SOPs provide step-by-step instructions for food preparation, handling and service. They\nensure that staff follows consistent practices, maintain hygiene and adhere to food safety requirements.\n\n \n \n \n\n \n●\n**Quality inspections.**Regular quality inspections are conducted during production and service to ensure compliance with the standards. This may\ninvolve visual inspections, taste tests, temperature checks and adherence to portion control guidelines.\n\n \n \n \n\n \n●\n**Adopting hazard analysis\nand critical control points (“HACCP”).**HACCP is a systematic approach to identify and control potential hazards\nin food production. It involves identifying critical control points, implementing control measures and monitoring procedures to ensure\nfood safety. We adopt HACCP throughout all stages of our food preparation in our central kitchen.\n\n \n \n \n\n \n●\n**Adopting ISO 22000:\n2018.**ISO 22000: 2018 is an internationally recognised standard for food safety management systems. It provides a comprehensive\nframework for implementing and maintaining food safety practices, including risk assessment, communication and continual improvement.\nWe adopt ISO 22000: 2018 throughout all stages of our food preparation in our central kitchen.\n\n** **\n\n**Intellectual\nProperty**\n\n \n\nWe\ndepend on trademarks to safeguard our proprietary intellectual property rights. As our brand names are crucial to our business, we are\ndedicated to protecting our intellectual property and, when necessary, submitting trademark applications not only in Hong Kong but also\nin other jurisdictions to expand the geographical coverage of our trademarks. As at the date of this Annual Report, we have registered\ntrademarks in relation to Master Beef (牛大人) and Anping Grill (安平燒肉) in multiple jurisdictions.\nThe following table illustrates the trademarks we have registered and their details:\n\n \n\n**Registered\nTrademark**\n \n**Jurisdiction**\n \n**Expiry\nDate**\n\n****\n \nHong\nKong\n \nOctober\n20, 2029\n\n \nJapan\n \nMay\n31, 2031\n\n \nRepublic\nof Korea\n \nJanuary\n20, 2032\n\n \nMalaysia\n \nAugust\n14, 2030\n\n \nSingapore\n \nAugust\n12, 2030\n\n \nTaiwan\n \nMarch\n31, 2031\n\n \n \n \n \n \n\n****\n \nHong\nKong\n \nNovember\n15, 2030\n\n \n \n \n \n \n\n****\n \n\nHong\nKong\n\nTaiwan\n\n \n\nMarch\n19, 2033\n\nAugust\n31, 2032\n\n \n\n48\n\n \n\n \n\n**Employees**\n\n** **\n\nAs\nat December 31, 2025, the Operating Subsidiaries had 336 full-time employees. The following table illustrates the number of the Group’s\nfull-time employees categorized by different functions:\n\n \n\n**Function**\n \n**Number\nof full-time employees**\n\nHuman resources and administration\n \n3\n\n \n \n \n\nMarketing\n \n7\n\n \n \n \n\nProduction\n \n26\n\n \n \n \n\nWarehousing\n \n8\n\n \n \n \n\nPurchasing\n \n7\n\n \n \n \n\nProject\n \n1\n\n \n \n \n\nAccounting\n \n12\n\n \n \n \n\nRestaurant\noperation\n \n267\n\n \n \n \n\nSenior management\n \n5\n\n \n \n \n\n**Total**\n \n336\n\n* *\n\nThe\nOperating Subsidiaries enter into employment agreements with their full-time employees that contain standard confidentiality provisions.\n\n \n\nAside\nfrom full-time employees, as of December 31, 2025, the Operating Subsidiaries had 170 part-time employees.\n\n \n\nThe\nOperating Subsidiaries have not experienced any material labor disputes in the past, and we consider our relations with our employees\nto be good. As of the date of this Annual Report, none of the Operating Subsidiaries’ employees are represented by a labor union.\n\n \n\n**Our\nAwards and Recognition**\n\n \n\nSince\nthe commencement of operation of our first Master Beef restaurant outlet in 2019, we have received various awards and recognitions for\nour Master Beef and Anping Grill brands from various magazines and websites including Weekend Weekly Magazine, OpenRice website and Dianping\nwebsite. In particular, we received the “Voted by the Public as Must Eat Restaurant - Must Eat Hotpot (全民公投必吃食店\n- 必吃火鍋)” and “Must Eat Restaurant in Hong Kong - Must Eat Hotpot (全港必吃食店\n- 必吃火鍋)”\nfor our Master Beef brand from Weekend Weekly Magazine for\nfive consecutive years from 2020 to 2024 and for 2024, respectively. We also received the “OpenRice Best Restaurant Awards - Prestigious\nAward (優秀開飯熱店大賞 - 至尊餐廳大獎)” from\n2023 to 2024, and “OpenRice Best Restaurant Awards - Best Hotpot Restaurant Gold Award (優秀開飯熱店大賞\n- 最佳火鍋店金獎)” from OpenRice website for our Master Beef brand in 2023. In addition,\nwe were shortlisted in the “Dianping’s Must-eat List (大眾點評必吃榜)” for\nour Master Beef and Anping Grill brands by Dianping website in 2023. In 2025, we received the “OpenRice Best Restaurant\nAwards (Hotpot Category) – Silver Award (OpenRice開飯熱店火鍋店類別–\n銀獎)”\nfrom OpenRice website and “U Food “My Favorite Food Awards” (U Food 我最喜愛火鍋店)”\nfrom U Food for our Master Beef brand.\n\n \n\nFurthermore,\nsince 2022, the food safety management system of our central kitchen has been accredited with the ISO 22000: 2018 certification, whereas\nthe HACCP management system of our central kitchen has been accredited with the ACI - HACCP certification.\n\n \n\n**Factors\nof Competition**\n\n \n\n**Innovation\nand Technology Adoption***:* Increasing number of market participants are prioritizing both menu innovation and technological\nadvancements to enhance their competitiveness, improve operational efficiency, deliver a superior customer experience, and ultimately\ndrive long-term success in the industry. By developing unique and creative menu items, restaurants can differentiate themselves from\ncompetitors. They offer innovative dishes, flavors, or presentation styles to attract new customers and retain the existing customers.\nIn addition, point-of-sale (POS) systems and digital ordering platforms are used to streamline operations, reduce errors, and enhance\nthe customer experience.\n\n \n\n49\n\n \n\n \n\n**Brand\nAwareness***:*Brand awareness builds trust and credibility among customers. When people are familiar with a catering\nbrand and have positive associations with it, they are more likely to choose that brand over others. Reputation and trust are\nparticularly important in the catering industry, where customers rely on the quality, reliability, and professionalism of the\nservice provided. The leading market participants have established a strong presence on popular social media platforms like Facebook\nand Instagram, which creates visually appealing and engaging content that showcases their catering services, menu\nitems, and events.\n\n \n\n**Quality\nof Service***:*In a restaurant, the importance of customer service is on par with delivering consistently high-quality food\nin a welcoming setting. The attentiveness of the staff and the cleanliness of service are indispensable aspects of running a restaurant.\nIt is crucial for restaurant employees to receive training that equips them to handle various situations, including addressing customer\nconcerns and delivering exceptional service. By providing superior customer service, the overall dining experience is enhanced, leading\nto the establishment of a strong and reputable image.\n\n \n\n**Standardized\nOperational Procedure***:*Hong Kong is a vibrant and fast-paced city with a high demand for catering services. To meet the\nneeds of a diverse customer base and handle a large volume of orders, catering services providers must have standard operational procedure.\nThis includes efficient processes for food preparation, packaging, transportation, and delivery. The catering services providers who\ndevelop a standardized operational process that applies to the daily procurement and management of central kitchens and food factories,\nas well as the training of new employees, have the competitive edge over other market participants. The use of standard of procedure\nensures consistency in food preparation, service, and operational processes across all outlets, and improves efficiency and productivity\nby establishing clear guidelines and expectations. Moreover, centralized food production reduces costs through bulk purchasing and efficient\nuse of resources and ensures standardized food preparation and presentation across all outlets.\n\n \n\n**Our\nCompetition**\n\n** **\n\nWe\nface competition in Hong Kong’s food and beverage industry in general. Our competitors include both new and well-established hotpot\nrestaurant chains and general restaurant chains. Our main competitors include, among others,\nCou Cou, Epot, Beef Station and Haidilao for hotpot restaurant\nchains, and LH Group and Taste Gourmet for general restaurant chains which adopt a similar multi-brand strategy.\n\n \n\nWe\ncompete on the basis of quality and taste of our food offerings, affordability of our food offerings, dining atmosphere, customer satisfaction,\nservice and restaurant location. In particular, we seek to offer high-quality food at a competitive price through our differentiated\npricing strategy. In addition, we believe that our strong presence on social media platforms such as Facebook and Instagram has resulted\nin high engagement rates, indicating that our marketing efforts have resonated well with our target audience. As at December 31, 2025,\nwe are proud to have an aggregate of approximately 597,000 members in our membership schemes. We believe that the fact that these members make\nrepeat purchases demonstrates their loyalty and satisfaction with our food offerings.\n\n \n\nWe\nbelieve that when compared to our major competitor, we have a more vibrant brand image, a larger fan base and higher social media presence\nand engagement, and that this unique positioning sets us apart and gives us a competitive edge in the market.\n\n \n\nOverall,\nour sales and marketing strategy has been effective in building brand awareness, gaining market share and fostering customer engagement\nand loyalty. We are confident that our approach surpasses that of our competitors, allowing us to excel in the industry and maintain\na strong position in the market. We believe that we are well-positioned to compete effectively with existing and new competitors on the\nbasis of the above factors. However, our competitors may have longer operating histories, greater brand recognition, greater human resources,\nmore capital, better supplier relationships and larger customer bases.\n\n \n\n**Insurance**\n\n** **\n\nFor\nthe three years ended December 31, 2023, 2024 and 2025, we mainly maintained insurance policies material to our operations against all\nproperty risks, business interruption, public liability and employees’ compensation.\n\n \n\nWe\nare of the view that the coverage of insurance policies taken out by us is adequate for our operation in all material aspects and is\nin line with the standard industry practice in Hong Kong. As of the date of this Annual Report, we have not made, or been the subject\nof, any material insurance claim.\n\n \n\n50\n\n \n\n \n\n**Litigation**\n\n \n\nFrom\ntime to time, we may be involved in legal proceedings or may be subject to claims arising in the ordinary course of our business. As\nat the date of this Annual Report, we have not been nor currently are a party to any ongoing legal proceedings that in the opinion of\nour management would have a material adverse effect on our business.\n\n \n\n**Seasonality**\n\n \n\nWe\nexperience seasonal fluctuations in our Operating Subsidiaries’ revenue. In general, our Hong Kong Operating Subsidiaries achieve\nthe highest customer traffic and revenue from our restaurant operations in December due to more customers dining out for hot meals in\ntypically colder weather, and lower customer traffic and revenue from our restaurant operations in September when school reopens after\nthe summer vacation.\n\n \n\n**REGULATORY\nENVIRONMENT**\n\n** **\n\nThis\nsection sets forth a summary of the material laws and regulations that affect our business operations in Hong Kong. The information provided\nin this section is for your general information only and should not be construed as a comprehensive summary or detailed analysis of the\nlaws and regulations that are applicable to our business operations.\n\n \n\n**Laws\nand Regulations on Our Business Operations in Hong Kong**\n\n** **\n\nOur\nHong Kong Operating Subsidiaries operate multiple restaurant outlets, a central kitchen and a central warehouse in Hong Kong, which are\nsubject to the following laws and regulations. As of the date of this Annual Report, all of our Hong Kong Operating Subsidiaries have\nobtained all applicable licenses and/or fulfilled all applicable licensing requirements and are in compliance with the applicable laws\nand regulations.\n\n \n\n**Laws\nand Regulations on the Food Safety and Licensing Requirements for Restaurant and Food Factory Businesses**\n\n** **\n\n**General\nrestaurant license/ Food factory license**\n\n** **\n\nThe\nPublic Health and Municipal Services Ordinance (Chapter 132 of the Laws of Hong Kong) (the PHMSO”) provides that any person operating\na restaurant in Hong Kong must obtain a general restaurant license from the Food and Environment Hygiene Department (the “FEHD”).\nUnder section 31(1) of the Food Business Regulation (Chapter 132X of the Laws of Hong Kong) (the “FBR”), except under and\nin accordance with a license granted by the FEHD under the FBR, no person shall carry on or cause, permit or suffer to be carried on\nany food factory or restaurant business. Before a general restaurant license or food factory license is granted, the FEHD will also consult\nother governmental departments, such as the Buildings Department and the Fire Services Department to assess the suitability of the premises\nfor use as a restaurant or food factory (as the case may be), and the fulfillment of the Buildings Department’s structural standard\nand the Fire Services Department’s fire safety requirements will then be considered.\n\n \n\nUnder\nsection 33C of the FBR, the FEHD may grant a provisional restaurant license or provisional food factory license (as the case may be)\nto a new applicant who has fulfilled the basic requirements under the FBR but is pending fulfillment of the remaining outstanding requirements\nfor the issue of a full restaurant license or a full food factory license (as the case may be). A provisional restaurant license or provisional\nfood factory license is valid for six months (from and including the date of issue) and can only be renewed once for another six months\n(from and including the date of renewal) or a lesser period, whereas, a full restaurant license or a full food factory license is typically\nvalid for one year and can be renewed annually, both of which are subject to the payment of the respective prescribed license fees and\ncontinuous compliance with the requirements under the relevant laws and regulations.\n\n \n\nUnder\nsection 35 of the FBR, any person who carries on a restaurant or a food factory business without a valid license shall be liable on summary\nconviction to a maximum fine of HK$50,000, imprisonment for six months and, HK$900 for each day where the offence is a continuing offence.\n\n \n\nAll\nof the restaurant outlets that we operate as of the date of this Annual Report have obtained a general restaurant license and our central\nkitchen has obtained a food factory license.\n\n \n\n51\n\n \n\n \n\n**Demerit\npoints system**\n\n** **\n\nThe\nFEHD operates a penalty system that sanctions food businesses for repeated violation of relevant hygiene and food safety legislations.\nUnder the system:\n\n \n\n \n(i)\nif\nwithin a period of 12 months, a total of 15 demerit points or more have been registered against a licensee in respect of any licensed\npremises, the license in respect of such licensed premises will be suspended for seven days (“First Suspension”);\n\n \n\n \n(ii)\nif\nwithin a period of 12 months from the date of the last offence leading to the First Suspension, a total of 15 demerit points or more\nhave been registered against the licensee in respect of the same licensed premises, the license will be suspended for 14 days (“Second\nSuspension”); and\n\n \n\n \n(iii)\nthereafter,\nif within a period of 12 months from the date of the last offence leading to the Second Suspension, a total of 15 demerit points\nor more have been registered against the licensee in respect of the same licensed premises, the license will be cancelled.\n\n \n\n**Hygiene\nManager and Hygiene Supervisor Scheme**\n\n** **\n\nTo\nstrengthen food safety supervision in licensed food premises, the FEHD has introduced the Hygiene Manager and Hygiene Supervisor Scheme\n(“Scheme”). Under the Scheme, all large food establishments and food establishments producing high-risk food and general\nrestaurants which accommodate over 100 customers are required to appoint a hygiene manager and a hygiene supervisor; and all other food\nestablishments are required to appoint a hygiene manager or a hygiene supervisor.\n\n \n\nFood\nbusiness operators are required to train up their staff or appoint qualified persons to take up the post of hygiene manager and/or hygiene\nsupervisor. According to “A Guide to Application for Restaurant Licences (November 2025 Edition)” published by the FEHD, one\nof the criteria for the issuance of a provisional restaurant license or full general restaurant license is the submission of a duly completed\nnomination form for hygiene manager and/or hygiene supervisor together with a copy of the relevant course certificate(s).\n\n \n\n**Liquor\nlicense**\n\n** **\n\nUnder\nsection 17(3B) of the Dutiable Commodities Ordinance (Chapter 109 of the Laws of Hong Kong) (the “DCO”), where regulations\nprohibit the sale or supply of any liquor except with a liquor license, no person shall sell, or advertise or expose for sale, or supply,\nor possess for sale or supply, such liquor except with a liquor license. Any person who intends to operate a business which involves\nthe sale of liquor for consumption at any premises must also obtain a liquor license from the Liquor Licensing Board under the Dutiable\nCommodities (Liquor) Regulations (Chapter 109B of the Laws of Hong Kong) (the “DCR”) before commencement of such business.\nRegulation 25A of the DCR prohibits the sale of liquor at any premises for consumption on those premises or at a place of public entertainment\nor a public occasion for consumption at the place or occasion except with a liquor license. A liquor license will only be issued when\nthe relevant premises have also been issued with a full or provisional restaurant license. Except where exempted, a liquor license will\nonly be valid if the relevant premises remain licensed as a restaurant. Under regulation 20 of the DCR, a liquor license is valid for\na period of two years or a lesser period, subject to the continuous compliance with the requirements under the relevant legislations\nand regulations.\n\n \n\nUnder\nsection 46 of the DCO, any person who contravenes section 17(3B) of the DCO commits an offence and is liable on conviction to a fine\nof HK$1,000,000 and to imprisonment for two years.\n\n \n\nAll\nof the restaurant outlets that we operate as of the date of this Annual Report have obtained a liquor license.\n\n \n\n52\n\n \n\n \n\n**Laws\nand Regulations on Environmental Protection**\n\n \n\n**Water\npollution control license**\n\n** **\n\nDischarges\nof trade effluents into specific water control zones are subject to the control of the Director of Environmental Protection (the “DEP”) under the WPCO. Under section 8(1) of the Water\nPollution Control Ordinance (Chapter 358 of the Laws of Hong Kong) (the “WPCO”), a person who discharges (i) any waste or\npolluting matter into the waters of Hong Kong in a water control zone; or (ii) any matter into any inland waters in a water control zone\nwhich tends (either directly or in combination with other matter which has entered those waters) to impede the proper flow of the water\nin a manner leading or likely to lead to substantial aggravation of pollution, commits an offence and under section 8(2) of the WPCO,\nwhere any such matter is discharged from any premises, the occupier of the premises also commits an offence.\n\n \n\nUnder\nsection 9(1) of the WPCO, a person who discharges any matter into a communal sewer or communal drain in a water control zone commits\nan offence and under section 9(2) of the WPCO, where any such matter is discharged into a communal sewer or communal drain in a water\ncontrol zone from any premises, the occupier of the premises also commits an offence.\n\n \n\nUnder\nsection 11 of the WPCO, a person who commits an offence under sections 8(1), 8(2), 9(1) or 9(2) of the WPCO is liable to imprisonment\nfor one year and a fine of HK$200,000 for a first offence, imprisonment for two years and a fine of HK$400,000 for a second or subsequent\noffence and HK$40,000 for each day where the offence is a continuing offence.\n\n \n\nHowever,\nsection 12(1)(b) of the WPCO provides that a person does not commit an offence under sections 8(1), 8(2), 9(1) or 9(2) of the WPCO if\nthe discharge or deposit in question is made under, and in accordance with, a water pollution control license. Under section 15(4) of\nthe WPCO, the DEP may grant a water pollution control\nlicense on terms and conditions that are relevant to the discharge as he thinks fit, such as the discharge location, provision of wastewater\ntreatment facilities, maximum allowable quantity, effluent standards, self-monitoring requirements and keeping records. Under section\n20(5) of the WPCO, a water pollution control license may be granted for a period of not less than two years, subject to payment of the\nprescribed license fee and continuous compliance with the requirements under the relevant laws and regulations.\n\n \n\n**Air\npollution control approval**\n\n** **\n\nSection\n30 of the Air Pollution Control Ordinance (Chapter 311 of the Laws of Hong Kong) (the “APCO”) provides that where it appears\nto the DEP that any chimney, relevant plant or other machinery or equipment may evolve any air pollutant by reason of (i) unsuitable\ndesign, defective construction or lack of maintenance; (ii) excessive wear and tear; (iii) the use of unsuitable fuel or other material;\nor (iv) improper operation, the DEP may serve a notice on the owner of the premises in which the chimney, relevant plant or other machinery\nor equipment is found (i) requiring him, within a reasonable time specified in the notice, to modify, replace, clean or repair the chimney,\nrelevant plant or other machinery or equipment specified in the notice or to take the other steps specified in the notice; (ii) requiring\nhim, within a reasonable time specified in the notice, to install control equipment or a control system or additional control equipment\nor an additional control system specified in the notice; (iii) requiring him, after a reasonable time specified in the notice, to operate\nthe chimney, relevant plant or other machinery or equipment in the manner specified in the notice; (iv) prohibiting him from using or\npermitting the use in the relevant plant or other machinery or equipment, after a reasonable time specified in the notice, the fuel,\nor other material, or mixture of fuels, or other materials specified in the notice. Further, under regulation 11 of the Air Pollution\nControl (Furnaces, Ovens and Chimneys) (Installation and Alteration) Regulations (Chapter 311A of the Laws of Hong Kong) (the “APCR”),\nno occupier shall carry out or cause or permit to be carried out any work in relation to the installation, alteration or modification\nof any furnace, oven, chimney or flue on his premises unless approval in respect of all the plans and specifications of the same is obtained\nin accordance with the relevant regulations.\n\n \n\nUnder\nsection 30(2) of the APCO, any owner who fails, without reasonable excuse, to comply with any of the requirements of a notice duly served\nupon him under section 30(1) of the APCO commits an offence and is liable to a fine of HK$100,000 on conviction for a first offence and\nHK$200,000 and imprisonment for six months for a second or subsequent offence and in addition, if the offence is a continuing offence,\nto a fine of HK$20,000 for each day during which it is proved to the satisfaction of the court that the offence has continued.\n\n \n\nUnder\nregulation 12 of the APCR, an occupier who contravenes regulation 11 of the APCR shall be guilty of an offence and shall be liable on\nconviction to a fine of HK$50,000 and, in addition, shall be liable to a fine of HK$500 for each day during which the offence has continued.\n\n \n\n53\n\n \n\n \n\n**Product\nEco-responsibility Ordinance**\n\n** **\n\nThe\nProduct Eco-responsibility Ordinance (Chapter 603 of the Laws of Hong Kong) (the “PEO”) and its subsidiary legislation, among\nothers, prohibit the manufacture, supply or display of certain plastic products.\n\n \n\nUnder\nsection 68 of the PEO, a person must not, in the course of the supplier’s business, supply to another person certain disposable\ntableware made of non-EPS plastic, including but not limited to, straw, stirrer, cutlery, plate, cup, and food container unless it is,\nor forms part of the packaging of any unprepared food or drinks or prepared food or drink that is not ready for immediate consumption\nor any other exceptions as stipulated in section 68(2) of the PEO. Under sections 69, 70 and 72 of the PEO, a person must also not supply\nthe aforementioned disposable tableware at the time of providing a dine-in or catering service, or takeaway service, nor display any\nsuch products, or information relating to such products, to potential customers of the products for the purpose of providing or distributing\nthe products to such potential customers.\n\n \n\nUnder\nsection 73 of the PEO, a person who contravenes section 68(1), 69(1), 70(1) or 72(1) of the PEO commits an offence and is liable on\nconviction to a fine of HK$100,000. It is, however, a defense to establish that the relevant person exercised due diligence to\navoid committing the offence. If the DEP has reason to believe that a person is committing or has committed an offence under\nsection 73(1) of the PEO, he may give the person a notice in the specified form offering the person an opportunity to discharge the\nperson’s liability for the offence by paying a fixed penalty of HK$2,000 within 21 days after the date on which the notice is\ngiven.\n\n \n\n**Laws\nand Regulations on Employment**\n\n \n\n**Mandatory\nProvident Fund Schemes Ordinance**\n\n** **\n\nUnder\nsection 7 of the Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) (the “MPFSO”), every employer\nof an employee aged between 18 and 65, must take all practicable steps to ensure that the employee becomes a member of a registered scheme\nwithin the permitted period, which is currently 60 days from the day on which employment commences. Section 7A of the MPFSO further provides\nthat an employer and its employee are both each required to contribute to the relevant registered scheme an amount determined in accordance\nwith MPFSO, which is currently 5% of the employee’s monthly relevant income, as mandatory contributions. Schedule 3 of the MPFSO\nprovides that the maximum level of relevant income for contribution purposes is HK$30,000 per month. Under section 43B of the MPFSO,\nan employer, without reasonable excuse, fails to comply with a requirement imposed on employers\nby section 7 commits an offence and is liable on conviction to a fine of HK$350,000 and to imprisonment for three years.\n\n \n\n**Employment\nOrdinance**\n\n** **\n\nThe\nEmployment Ordinance (Chapter 57 of the Laws of Hong Kong) (the “EO”) provides for, amongst other things, the protection\nof the wages of employees, to regulate general conditions of employment, and for matters connected therewith.\n\n \n\nSection\n25 of the EO provides that where a contract of employment is terminated any sum due to the employee shall be paid to him as soon as is\npracticable and in any case not later than seven days after the day of termination. Under section 63C of the EO, any employer willfully\nand without reasonable excuse contravenes section 25 of the EO, he commits an offence and is liable to maximum fine of HK$350,000 and\nto imprisonment for three years.\n\n \n\nSection\n25A of the EO also provides that if any wages or any sum referred to in section 25(2)(a) of the EO are not paid within seven days from\nthe day on which they become due, the employer shall pay interest at a specified rate on the outstanding amount of wages or sum from\nthe date on which such wages or sum become due up to the date of actual payment. Under 63CA of the EO, any employer who wilfully and\nwithout reasonable excuse contravenes section 25A of the EO commits an offence and is liable on conviction to a maximum fine of HK$10,000.\n\n \n\n54\n\n \n\n \n\n**Minimum\nWage Ordinance**\n\n** **\n\nThe\nMinimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong) (the “MWO”) provides for a statutory minimum wage at an hourly\nrate for every employee employed under the EO. The statutory minimum wage is currently HK$43.1 per hour with effect from May 1, 2026.\nAny provision of the employment contract which purports to extinguish or reduce the right, benefit or protection conferred on the employees\nby the MWO is void.\n\n \n\n**Employees’\nCompensation Ordinance**\n\n** **\n\nThe\nEmployees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) (the “ECO”) provides for the payment of compensation\nto employees who are injured in the course of their employment, it establishes a no-fault, non-contributory employee compensation system\nfor work injuries sustained by employees as a result of an accident arising out of and in the course of employment or in respect of occupational\ndiseases specified in the ECO suffered by the employees.\n\n \n\nUnder\nsection 5 of the ECO, if an employee sustains an injury or dies as a result of an accident arising out of and in the course of his employment,\nhis employer is generally liable to pay for the compensation even if the employee might have committed acts of faults or negligence when\nthe accident occurred. Similarly, under section 32 of the ECO, an employee who suffers incapacity or dies arising from an occupational\ndisease and is due to the nature of any employment in which the employee was employed at any time within the prescribed period immediately\npreceding such incapacity or death, the employee is entitled to receive the same compensation as that payable to employees injured in\noccupational accidents.\n\n \n\nFurther,\nsection 40(1) of the ECO provides that no employer shall employ any employee in any employment unless there is in force in relation to\nsuch employee a policy of insurance issued by an insurer for an amount not less than the applicable amount specified in the ECO. Under\nsection 40(2) of the ECO, an employer who contravenes section 40(1) commits an offence and is liable on conviction upon indictment to\na fine of HK$100,000 and imprisonment for two years and on summary conviction to a fine of HK$100,000 and imprisonment for one year.\n\n \n\n**Factories\nand Industrial Undertakings Ordinance**\n\n** **\n\nUnder\nsection 2 of the Factories and Industrial Undertakings Ordinance (Chapter 59 of the Laws of Hong Kong) (the “FIUO”), an industrial\nundertaking includes the preparation of food for consumption and sale on the premises where it is prepared. Section 6A of the FIUO provides\nthat it is the duty of every proprietor of an industrial undertaking to ensure, so far as is reasonably practicable, the health and safety\nat work of all persons employed by the proprietor at the industrial undertaking. The matters to which such duty extends include (i) the\nprovision and maintenance of plant and systems of work that are, so far as is reasonably practicable, safe and without risks to health,\n(ii) arrangements for ensuring, so far as is reasonably practicable, safety and absence of risks to health in connection with the use,\nhandling, storage and transport of articles and substances, (iii) the provision of such information, instruction, training and supervision\nas is necessary to ensure, so far as is reasonably practicable, the health and safety at work of all persons employed by the proprietor\nat the industrial undertaking, (iv) so far as is reasonably practicable as regards any part of the industrial undertaking under the proprietor’s\ncontrol, the maintenance of it in a condition that is safe and without risks to health and the provision and maintenance of means of\naccess to and egress from it that are safe and without such risks, and (v) the provision and maintenance of a working environment for\nall persons employed by the proprietor at the industrial undertaking that is, so far as is reasonably practicable, safe, and without\nrisks to health.\n\n \n\nUnder\nsections 6A(3) and 6A(4) of the FIUO, a proprietor of an industrial undertaking who contravenes this section commits an offence and is\nliable on summary conviction to a fine of HK$3,000,000; or on conviction on indictment to a fine of HK$10,000,000; and a proprietor of\nan industrial undertaking who contravenes this section willfully and without reasonable excuse commits an offence and is liable on summary\nconviction to a fine of HK $3,000,000 and to imprisonment for six months; or on conviction on indictment to a fine of HK$10,000,000 and\nto imprisonment for two years.\n\n \n\n**Factories\nand Industrial Undertakings (Fire Precautions in Notifiable Workplaces) Regulations**\n\n** **\n\nRegulation\n5(1) of the Factories and Industrial Undertakings (Fire Precautions in Notifiable Workplaces) Regulations (Chapter 59V of the Laws of\nHong Kong) (the “FIU(F)R”) provides that proprietor of every notifiable workplace (which generally includes restaurants and\nfood factories) shall maintain in good condition and free from obstruction every doorway, stairway and passageway within the workplace\nwhich affords a means of escape from the workplace in case of fire. Under regulation 14(5) of the FIU(F)R, the proprietor of any notifiable\nworkplace who contravenes regulation 5(1) without reasonable excuse commits an offence and is liable on conviction to a fine of HK$400,000\nand to imprisonment for six months.\n\n \n\n55\n\n \n\n \n\n**Occupiers\nLiability Ordinance**\n\n** **\n\nThe\nOccupiers Liability Ordinance (Chapter 314 of the Laws of Hong Kong) (the “OLO”) regulates the duty of which an occupier\nof premises owes to his visitors in respect of dangers due to the state of the premises or to things done or omitted to be done on\nthem. It imposes a statutory common duty of care on an occupier of a premise to exercise reasonable care of the premise in all\ncircumstances so as to ensure that his visitors will be reasonably safe in using the premise for the purpose for which he is invited\nor permitted by the occupier to be there.\n\n \n\n**Occupational\nSafety and Health Ordinance**\n\n** **\n\nThe\nOccupational Safety and Health Ordinance (Chapter 509 of the Laws of Hong Kong) (the “OSHO”) ensures the safety and health\nof persons when they are at work. Section 6 of the OSHO provides that every employer must, so far as reasonably practicable, ensure the\nsafety and health at work of all the employer’s employees by way of: (i) providing and maintaining plant and work systems that\nare safe and without risk to health; (ii) making arrangements for ensuring safety and the absence of risks to health in connection with\nthe use, handling, storage and transport of plants and substances; (iii) providing all necessary information, instruction, training and\nsupervision for ensuring safety and health; (iv) providing and maintaining safe access to and egress from the workplaces; and (v) providing\nand maintaining a work environment that is safe and without risk to health.\n\n \n\nUnder\nsections 6(3) and (4) of the OSHO, an employer who fails to comply with the above provisions commits an offence and is liable on summary\nconviction to a fine of HK$3,000,000 or on conviction on indictment to a fine of HK$10,000,000; and an employer who fails to do so intentionally,\nknowingly or recklessly commits an offence and is liable on summary conviction to a fine of HK$3,000,000 and to imprisonment for six\nmonths or on conviction on indictment to a fine of HK$10,000,000 and to imprisonment for two years.\n\n \n\nUnder\nsection 9(1) of the OSHO, the Commissioner for Labour may serve an improvement notice on an employer, or an occupier of premises where\na workplace is located if the employer or occupier is contravening the OSHO, or has contravened in circumstances that make it likely\nthat the contravention will be continued or repeated.\n\n \n\n**Other\nRegulations Related to Our Business Operations**\n\n \n\n**Business\nRegistration Ordinance**\n\n** **\n\nThe\nBusiness Registration Ordinance (Chapter 310 of the Laws of Hong Kong) (the “BRO”) applies to every business in Hong Kong.\nSection 5 of the BRO provides that every person carrying on any business must register with the Inland Revenue Department and obtain a business registration certificate within one month of the commencement of business. Under section 12 of the BRO, a valid\nbusiness registration certificate or branch registration certificate is also required to be displayed at the place of business to which\nthe certificate relates.\n\n \n\nUnder\nsection 15 of the BRO, any person who fails to make any application as required under section 5 or fails to display a valid business\nregistration certificate or a valid branch registration certificate as required under section 12 shall be liable to a fine of HK$5,000\nand to imprisonment for one year.\n\n \n\n**Inland\nRevenue Ordinance**\n\n** **\n\nSection\n14 of the Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong) (the “IRO”) provides that profits tax shall be\ncharged on every person carrying on a trade, profession or business in Hong Kong in respect of his assessable profits arising in or derived\nfrom Hong Kong for that year from such trade, profession or business (excluding profits arising from the sale of capital assets). Schedule\n8B of the IRO sets out the two-tiered rates of profits tax imposed on corporations from the year of assessment commencing on or after\nApril 1, 2018. Corporations are subject to profits tax rates of 8.25% on assessable profits up to HK$2,000,000 and 16.5% on\nany part of assessable profits over HK$2,000,000.\n\n \n\n56\n\n \n\n \n\n**Personal\nData (Privacy) Ordinance**\n\n** **\n\nThe\nPersonal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the “PDPO”) imposes a statutory duty on data users\nto comply with the requirements of the six data protection principles (the “Data Protection Principles”) contained in Schedule\n1 to the PDPO. A “data user” is defined as any person who, either alone or jointly or in common with other persons, controls\nthe collection, holding, processing or use of personal data. Non-compliance with any of the Data Protection Principles may result in\na complaint to the Privacy Commissioner for Personal Data (the “Privacy Commissioner”). The Privacy Commissioner may serve\nan enforcement notice to direct the data user to remedy and prevent any recurrence of the contravention. The six Data Protection Principles\nare as follows:\n\n \n\n \n(i)\nPrinciple 1\n- purpose and manner of collection of personal data;\n\n \n(ii)\nPrinciple 2 - accuracy\nand duration of retention of personal data;\n\n \n(iii)\nPrinciple 3 - use of personal\ndata;\n\n \n(iv)\nPrinciple 4 - security\nof personal data;\n\n \n(v)\nPrinciple 5 - information\nto be generally available; and\n\n \n(vi)\nPrinciple 6 - access to\npersonal data.\n\n \n\nThe\nPDPO also grants individuals who are the subjects of personal data (“Data Subjects”) certain rights, including but not limited\nto the following: (i) the right to be informed by a data user whether the data user holds personal data of which the individual is the\nData Subject; (ii) if the data user holds such data, to be supplied with a copy of such data; and (iii) subject to sections 22(1A) and\n22(2) of the PDPO, the right to request data user(s) to make necessary correction to such data.\n\n \n\nUnder\nthe PDPO, certain conduct amounts to a criminal offense. Such conduct includes but is not limited to: (i) the misuse or inappropriate\nuse of personal data in direct marketing activities; (ii) non-compliance with a data access request; and (iii) the unauthorized disclosure\nof personal data obtained without the relevant data user’s consent.\n\n \n\n**Competition\nOrdinance**\n\n** **\n\nThe\nCompetition Ordinance (Chapter 619 of the Laws of Hong Kong) (the “ComO”) prohibits conducts that prevent, restrict or distort\ncompetition in Hong Kong and prohibits mergers that substantially lessen competition in Hong Kong.\n\n \n\nThe\nfirst conduct rule under the ComO which has the meaning given by section 6 of the ComO, states that an undertaking must not make or\ngive effect to an agreement, engage in a concerted practice, or as a member of an association of undertakings, make or give effect\nto a decision of the association, if the object or effect of the agreement, concerted practice or decision is to prevent, restrict\nor distort competition in Hong Kong. The second conduct rule which has the meaning given by section 21 of the ComO, states that an\nundertaking that has a substantial degree of market power in a market must not abuse that power by engaging in conduct that has as\nits object or effect the prevention, restriction or distortion of competition in Hong Kong. The merger rule which has the meaning\ngiven by section 3 of schedule 7 to the ComO, states that an undertaking must not, directly or indirectly, carry out a merger that\nhas, or is likely to have, the effect of substantially lessening competition in Hong Kong. The Merger Rule, however, only applies to\nmergers involving telecommunications carrier licensees.\n\n \n\nUpon\nbreach of the above rules, the Competition Tribunal may impose pecuniary penalty, director disqualifications, and prohibition, damage\nand other orders against the offenders.\n\n \n\n**Trade\nDescriptions Ordinance**\n\n** **\n\nThe\nTrade Descriptions Ordinance (Chapter 362 of the Laws of Hong Kong) (the “TDO”) prohibits unfair trade practices\ndeployed against consumers. Section 2 of the TDO defines a trade description in relation to goods to mean an indication of, among\nothers, quantity, composition, fitness for purpose, strength, performance, or accuracy of any goods, and in relation to services, an\nindication of, among others, nature, scope, quantity, standard, quality, value or grade of any services. Under section 7, any person\nwho in the course of any trade or business applies a false trade description to any goods or supplies or offers to supply any goods\nto which a false trade description is applied commits an offence. Similarly, under section 7A, a trader who applies a false trade\ndescription to a service supplied or offered to be supplied to a consumer or supplies or offers to supply to a consumer a service to\nwhich a false trade description is applied commits an offence. Sections 13E, 13F, 13G, 13H and 13I provide that a trader who engages\nin relation to a consumer in a commercial practice that (i) is a misleading omission, (ii) is aggressive, (iii) constitutes bait\nadvertising, (iv) constitutes a bait and switch, or (v) constitutes wrongly accepting payment for a product commits an offence\nrespectively.\n\n \n\n57\n\n \n\n \n\nUnder\nsection 18 of the TDO, a person who commits an offence under sections 7, 7A, 13E, 13F, 13G, 13H or 13I, on conviction on indictment,\nto a fine of HK$500,000 and to imprisonment for five years, and on summary conviction, to a fine of HK$100,000 and to imprisonment for\ntwo years."}