On December 15, 2023, all the directors signed a written resolution that the Company intends to dispose of all its share in Chubby Bento Limited and Bao Pot Taiwanese Claypot Limited and its subsidiaries (collectively referred as the “Disposal groups”). The assets and liabilities attributable to the Disposal groups, which is expected to be sold within twelve months, have been classified as a disposal group held for sale as it did not represent a separate major line of business or geographical area and are presented separately in the consolidated statements of financial position (see below).

In 2024, the directors consider the sales proceeds less directly attributable cost which amounted to HK$Nil as the fair value less cost of disposal for the disposal of Disposal groups. An impairment loss of HK$23,545,499 including property, plant and equipment of HK$8,894,566 and right-of-use assets of HK$14,650,933, which represents the sale proceeds less the carrying amount of the net assets of Disposal groups as at the reporting date, was charged to consolidated profit or loss.

The major classes of assets and liabilities of Disposal groups classified as held for sale are as follows:

 Schedule of assets and liabilities of disposal group classified as held for sale

MasterBeef Group and its subsidiaries

Notes to the Consolidated Financial Statements (Continued)

December 31, 2025, 2024 and 2023

On May 14, 2024, the Company entered into a sale and purchase agreement, Galaxy Shine Company Limited and Thrivors Holdings Limited, the principal shareholders of the Company (collectively, the “Purchasers”), pursuant to which the Company agreed to sell its 100% equity interest in Chubby Bento Limited and its subsidiaries, and the Purchasers agreed to acquire the same for an aggregate consideration of US$1,000 on and subject to the terms and conditions contained in the sale and purchase agreement. All the conditions precedent under the sale and purchase agreement have been fulfilled and the transaction was completed on May 14, 2024.

On the same date, the Company also entered into a sale and purchase agreement with the Purchasers, pursuant to which the Company agreed to sell its 100% equity interest in Bao Pot Taiwanese Claypot Limited and its subsidiaries, and the Purchasers agreed to acquire the same for an aggregate consideration of US$1,000 on and subject to the terms and conditions contained in the sale and purchase agreement. All the conditions precedent under the sale and purchase agreement have been fulfilled and the transaction was completed on May 14, 2024.

 Schedule of consideration received

Assets and liabilities at the date of disposal were as follows:

 Schedule of assets and liabilities disposal

MasterBeef Group and its subsidiaries

Notes to the Consolidated Financial Statements (Continued)

December 31, 2025, 2024 and 2023