Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

MS CONCEPT LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8447)

MAJOR TRANSACTION IN RELATION TO THE LEASE RENEWAL OF THE PREMISES OF AN EXISTING RESTAURANT

THE LEASE RENEWAL OF THE PREMISES OF AN EXISTING RESTAURANT

The Board announces that Lord Restaurant (a wholly-owned subsidiary of the Company) as tenant, has signed and returned the New Tenancy Agreement to MCGL (an Independent Third Party) as landlord, on 16 June 2025 for the lease renewal of the Premises for a term of three years commencing from 1 December 2025 to 30 November 2028 (both days inclusive).

LISTING RULES IMPLICATIONS

Pursuant to HKFRS 16 Leases, the Company if entering into lease transaction as lessee will recognise a right-of-use asset in its consolidated financial statements. Such transaction will be regarded as acquisition of capital asset for the purpose of the GEM Listing Rules.

As one or more than one of the applicable percentage ratios (as defined in the GEM Listing Rules) in respect of the New Tenancy Agreement based on the value of the right-of-use asset recognised by the Group is more than 25% but below 100%, the New Tenancy Agreement constitutes a major transaction for the Company, and is therefore subject to the notification, announcement, circular and Shareholders’ approval requirements pursuant to Chapter 19 of the GEM Listing Rules.

Under Rule 19.44 of the GEM Listing Rules, Shareholders’ approval for a major transaction may be obtained by way of written Shareholders’ approval in lieu of holding a general meeting if (a) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the transaction; and (b) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the voting rights at that general meeting to approve the transaction.

The Directors confirm that, to the best of their knowledge, information and belief after having made all reasonable enquiries, each of MCGL and its ultimate beneficial owners is an Independent Third Party. Accordingly, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the New Tenancy Agreement. Future More, being a Controlling Shareholder, is beneficially interested in 750,000,000 Shares, representing 75% of the total number of issued Shares of the Company as at the date of this announcement, has given written approval to the Company to approve the New Tenancy Agreement in lieu of a general meeting pursuant to Rule 19.44 of the GEM Listing Rules. Therefore, no general meeting of the Company for the approval of the New Tenancy Agreement will be held. Future More has also confirmed that neither it nor any of its associates have any material interest in the New Tenancy Agreement.

A circular containing, among other things, details of the New Tenancy Agreement will be despatched to the Shareholders in accordance with the GEM Listing Rules and the articles of association of the Company in due course. The Company currently expects to despatch the circular on or before 8 July 2025.

THE LEASE RENEWAL OF THE PREMISES OF AN EXISTING RESTAURANT

The Board announces that Lord Restaurant (a wholly-owned subsidiary of the Company) as tenant, has signed and returned the New Tenancy Agreement to MCGL (an Independent Third Party) as landlord, on 16 June 2025 for renewal of the lease in respect of the Premises for a term of three years commencing from 1 December 2025 to 30 November 2028 (both days inclusive).

Details of the principal terms of the New Tenancy Agreement are set out below:

Parties
: (1) Market Century Global Limited, an Independent Third Party, as landlord; and
(2) Lord Restaurant Limited, a wholly-owned subsidiary of the Company, as tenant

Premises
: the whole of 6th floor of the World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong

Term
: 1 December 2025 to 30 November 2028 (both days inclusive)

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Total consideration payable

: The total consideration payable under the New Tenancy Agreement is approximately HK$23.3 million (inclusive of promotion levy, air-conditioning and management charges) subject to additional turnover rent representing the amount by which 8% of the monthly gross sales turnover exceeds the monthly basic rent of each calendar month in accordance with the New Tenancy Agreement, which will be satisfied by internal resources of the Group.

The rent is determined after arm’s length negotiations between MCGL and Lord Restaurant after taking into consideration the prevailing market price of comparable premises in the vicinity of the Premises.

Rent free period

: No rent free period is granted.

Payment terms

: The monthly basic rent shall be payable in advance on the first day of each calendar month. The turnover rent shall be payable in arrears no later than the 15th day of the following month.

Both the basic rent and turnover rent shall be payable on a monthly basis and subject to final review and adjustment at the end of each calendar year.

The Directors considered that the payment terms in relation to the basic monthly rent being payable on the first day of each calendar month to be fair and reasonable since (a) the Group has occupied the Premises to operate the Restaurant since the first day of every month in which a liability is already created; and (b) based on the experience of the Group’s management, basic monthly rent payable in advance is a common practice in property rental market in Hong Kong. As such, the Directors considered that the payment terms are on normal commercial terms, fair and reasonable and in the interest of the Company and the Shareholders as a whole.

Deposit

: A sum equivalent to three months’ basic rental, air-conditioning and management charges shall be payable by the tenant to the landlord. The deposit will be refunded to the tenant by the landlord without interest within 30 days after the expiration of the New Tenancy Agreement and the delivery of vacant possession to the landlord and after the settlement of the last outstanding claim by the landlord against the tenant in respect of any arrears of rent and all other charges payables by the tenant and any breach, non-observance or non-performance of any of the agreements, stipulations terms and conditions contained in the New Tenancy Agreement and on the part of the tenant to be observed and performed, whichever shall be the later.

DETERMINATION OF PRICING FOR RENT

The rent is determined after arm’s length negotiations between MCGL and Lord Restaurant after taking into consideration the prevailing market prices and terms of comparable premises in the vicinity of the Premises.

As the Premises is situated at a shopping arcade located in Causeway Bay, Hong Kong, the Company has searched for and made enquiries to comparable premises located in Causeway Bay, Hong Kong for determination of the prevailing market price for renting the Premises. Upon making a series of enquiries, the Company has managed to obtain and assessed the asking rent of 3 comparable premises available for dining business located in the immediate vicinity of where the Premises is situated and also the historical rent of the Premises, so as to make sure that the comparison is exhaustive, adequate, sufficient, fair and representative for determination of pricing.

THE RIGHT-OF-USE ASSETS

The value of the right-of-use assets recognised by the Company under the New Tenancy Agreement amounted to approximately HK$15.0 million, which is calculated with reference to the present value of the aggregated lease payments to be made under the New Tenancy Agreement in accordance with HKFRS 16 Leases.

Since the turnover rent under the New Tenancy Agreement can only be reliably estimated according to the turnover earned under the operation of the Restaurant, such amount constitutes variable lease payments and were not included in the measurement of the lease liability at initial recognition under HKFRS 16 Leases. Therefore, no right-of-use asset related to the turnover rent is recognized, and the turnover rent will be charged to the profit or loss of the Group in accordance with HKFRS 16 Leases.

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REASON FOR AND THE BENEFITS OF ENTERING THE NEW TENANCY AGREEMENT

The Group is principally engaged in the provision of catering services in Hong Kong.

The Group leased the Premises under the existing tenancy agreement for the operation of its Restaurant under the brand "Mr. Steak – Buffet à la minute", which will expire on 30 November 2025. In evaluating the renewal of the New Tenancy Agreement, the Directors consider that (i) the Restaurant has been operated in the Premises for approximately eleven years; (ii) the monthly rental per square feet of gross floor area of the Premises is fair and reasonable; and (iii) the entering of New Tenancy Agreement will enable the Group to continue its operation of the Restaurant at the Premises.

In evaluating the renewal of the New Tenancy Agreement, the Directors consider that the Restaurant has been operated in the Premises for approximately eleven years and the monthly rental per square feet of gross floor area of the Premises is fair and reasonable, taking into account that the monthly rental is favourable to the monthly rental in the lease agreement which was entered into by the Group in July 2023. The Company has also assessed the asking rent of 3 comparable premises located in Causeway Bay, Hong Kong and noted that the market average monthly rental per square feet of gross floor area ranging from approximately HK$40 to HK$59. Since the monthly rental of the New Tenancy Agreement, excluding promotion levy, air-conditioning and management charges, falls within the market prices, the Directors are of the view that the rental of the Premises is comparable to the comparable premises. Moreover, the Directors consider that the location of the shopping arcade where the Premises is situated is popular and easily accessible by various means of transport. Hence, the entering of the New Tenancy Agreement will enable the Group to continue its operation of the Restaurant at the Premises and secure a stable cashflow to the Group and is in the interest of the Shareholders.

The Directors, including the independent non-executive Directors, considered that the transactions contemplated under the New Tenancy Agreement were entered into in the ordinary and usual course of business of the Group, and the New Tenancy Agreement was entered into on normal commercial terms after arm's length negotiations between the parties, and the terms of the transactions contemplated under the New Tenancy Agreement were fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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INFORMATION OF THE PARTIES

Information on the Group and Lord Restaurant

The Group is principally engaged in the provision of catering services in Hong Kong.

Lord Restaurant is a company incorporated in Hong Kong with limited liability and is a wholly-owned subsidiary of the Company. Lord Restaurant is principally engaged in the business of providing catering services.

Information on MCGL

MCGL is a company incorporated in the British Virgin Islands with limited liability. To the best knowledge, information and belief of the Directors having made all reasonable enquiries and the publicly available information, (i) MCGL is a wholly-owned subsidiary of SHKP, a company incorporated in Hong Kong with limited liability and is listed on the Main Board of the Stock Exchange (stock code: 16); (ii) MCGL is principally engaged in property investment; and (iii) each of MCGL, SHKP and its ultimate beneficial owners is an Independent Third Party.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, there is, and in the past twelve months, there has been, no material loan arrangement between (a) MCGL, any of its directors and legal representatives and/or any ultimate beneficial owner(s) of MCGL who can exert influence on the transaction; and (b) the Company, any connected person at the Company's level and/or any connected person at the subsidiary level (to the extent that such subsidiary/subsidiaries is/are involved in the transaction).

LISTING RULES IMPLICATION

Pursuant to HKFRS 16 Leases, the Company if entering into lease transaction as lessee will recognise a right-of-use asset in its consolidated financial statements. Such transaction will be regarded as acquisition of capital asset for the purpose of the GEM Listing Rules.

As one or more than one of the applicable percentage ratios (as defined in the GEM Listing Rules) in respect of the New Tenancy Agreement based on the value of the right-of-use asset recognised by the Group is more than 25% but below 100%, the New Tenancy Agreement constitutes a major transaction for the Company, and is therefore subject to the notification, announcement, circular and Shareholders' approval requirements pursuant to Chapter 19 of the GEM Listing Rules.

Under Rule 19.44 of the GEM Listing Rules, Shareholders' approval for a major transaction may be obtained by way of written Shareholders' approval in lieu of holding a general meeting if (a) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the transaction; and (b) the written Shareholders' approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the voting rights at that general meeting to approve the transaction.

The Directors confirm that, to the best of their knowledge, information and belief after having made all reasonable enquiries, each of MCGL and its ultimate beneficial owners is an Independent Third Party. Accordingly, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the New Tenancy Agreement. Future More, being a Controlling Shareholder, is beneficially interested in 750,000,000 Shares, representing 75% of the total number of issued Shares of the Company as at the date of this announcement, has given written approval to the Company to approve the New Tenancy Agreement in lieu of a general meeting pursuant to Rule 19.44 of the GEM Listing Rules. Therefore, no general meeting of the Company for the approval of the New Tenancy Agreement will be held. Future More has also confirmed that neither it nor any of its associates have any material interest in the New Tenancy Agreement.

A circular containing, among other things, details of the New Tenancy Agreement will be despatched to the Shareholders in accordance with the GEM Listing Rules and the articles of association of the Company in due course. The Company currently expects to despatch the circular on or before 8 July 2025.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning:

"Board" the Board of Directors of the Company

"Company" MS Concept Limited, a company incorporated in the Cayman Islands, whose issued Shares are listed on GEM of the Stock Exchange

"Controlling Shareholder(s)" has the meaning ascribed to it under the GEM Listing Rules and unless the context requires otherwise, refers to Mr. John Kwong, Ms. Ingrid Ip, Ms. Kwong, Mr. Joseph Kwong, Ms. Melanie Kwong and Future More

"Director(s)" director(s) of the Company

"Future More" Future More Company Limited, a company incorporated with limited liability in the British Virgin Islands on 7 November 2017 and owned as to 14%, 18%, 18%, 25% and 25% by Mr. John Kwong, Ms. Ingrid Ip, Ms. Kwong, Mr. Joseph Kwong and Ms. Melanie Kwong and being a Controlling Shareholder

"GEM" GEM of the Stock Exchange

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“GEM Listing Rules”
Rules Governing the Listing of Securities on GEM, as amended, modified, and supplemented from time to time

“Group”
the Company and its subsidiaries

“HKFRS(s)”
Hong Kong Financial Reporting Standard(s) issued by the Hong Kong Institute of Certified Public Accountants

“Hong Kong”
the Hong Kong Special Administrative Region of the People’s Republic of China

“Independent Third Party(ies)”
any person(s) or company(ies) and their respective ultimate beneficial owner(s), to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, is/are not connected persons of the Company and is/are third party(ies) independent of the Company and its connected person(s) in accordance with the GEM Listing Rules

“Lord Restaurant”
Lord Restaurant Limited, a company incorporated in Hong Kong with limited liability on 26 March 2020 and a wholly-owned subsidiary of the Company

“MCGL”
Market Century Global Limited, a company which was incorporated in the British Virgin Islands with limited liability on 28 February 2014

“Mr. John Kwong”
Mr. Kwong Tai Wah, being the chairman of the Board, the chief executive officer of the Company, one of the executive Directors, one of the Controlling Shareholders, the spouse of Ms. Ingrid Ip, the father of Ms. Kwong, and the brother of Mr. Joseph Kwong and Ms. Melanie Kwong

“Mr. Joseph Kwong”
Mr. Kwong Tai Wing Joseph, being one of the Controlling Shareholders, the brother of Mr. John Kwong and Ms. Melanie Kwong, the uncle of Ms. Kwong, and the brother-in-law of Ms. Ingrid Ip

“Ms. Ingrid Ip”
Ms. Ip Yin King Ingrid, being one of the Controlling Shareholders, the spouse of Mr. John Kwong, the mother of Ms. Kwong, and the sister-in-law of Mr. Joseph Kwong and Ms. Melanie Kwong

Hong Kong, 16 June 2025

“Ms. Kwong” Ms. Kwong Man Yui, being the vice-chairlady of the Board, one of the executive Directors, one of the Controlling Shareholders, the daughter of Mr. John Kwong and Ms. Ingrid Ip, and the niece of Mr. Joseph Kwong and Ms. Melanie Kwong

“Ms. Melanie Kwong” Ms. Kwong Ching Yee Melanie, being one of the Controlling Shareholders, the sister of Mr. John Kwong and Mr. Joseph Kwong, the aunt of Ms. Kwong, and the sister-in-law of Ms. Ingrid Ip

“New Tenancy Agreement” the new tenancy agreement signed and returned to MCGL on 16 June 2025 and entered into between Lord Restaurant and MCGL for the lease renewal of the Premises

“Premises” the whole of 6th floor of the World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong

“Restaurant” the restaurant operated by the Group at the Premises under the brand “Mr. Steak – Buffet à la minute”

“SHKP” Sun Hung Kai Properties Limited, a company incorporated in Hong Kong with limited liability and is listed on the Main Board of the Stock Exchange (stock code: 16)

“Share(s)” ordinary share(s) with a nominal value of HK$0.01 each in the share capital of the Company

“Shareholder(s)” holder(s) of the Share(s)

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“HK$” or “cents” Hong Kong dollars and cents respectively, the lawful currency of Hong Kong

“%” per cent

By order of the Board
MS Concept Limited
Kwong Tai Wah
Chairman

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As at the date of this announcement, the executive Directors are Mr. Kwong Tai Wah (Chairman and Chief Executive Officer), Ms. Kwong Man Yui (Vice Chairlady) and Mr. Lam On Fai; and the independent non-executive Directors are Mr. Lai Ming Fai Desmond, Dr. Cheng Lee Lung and Mr. Kwok Yiu Chung.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the "Listed Company Information" page of the website of the Stock Exchange (www.hkexnews.hk) for at least seven days from the date of its publication. This announcement will also be published on the website of the Company (www.mrsteak.com.hk).

In the case of inconsistency, the English text of this announcement shall prevail over the Chinese text.

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