SecProbe.io

July 31, 2024
Ka Chun Lam
Chief Executive Officer
MasterBeef Group
Unit 1509-10, Tower 1, Ever Gain Plaza
88 Container Port Road
Kwai Chung, New Territories, Hong Kong
Re:MasterBeef Group
Draft Registration Statement on Form F-1
Submitted July 3, 2024
CIK No. 0002027265
Dear Ka Chun Lam:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
Cover Page
1.Please revise your discussion of the HFCA Act to reflect amendments to the HFCA Act,
such as the Consolidated Appropriations Act, 2023, including that the number of "non-
inspection years" has decreased from three years to two years, and thus, has reduced the
time before your securities may be prohibited from trading or delisting. Please also update
your related disclosure beginning on page 10.
2.Please amend your disclosure to clearly disclose how you will refer to the holding
company and subsidiaries throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations, and refrain from using terms such as "we" or "our" when describing
activities, functions, or employees of your subsidiaries.

July 31, 2024
Page 2
3.Please revise your disclosure to clearly state that legal and operational risks associated
with operating in China also apply to operations in Hong Kong. The Sample Letters to
China-Based Companies sought specific disclosure relating to the risk that the PRC
government may intervene in or influence your operations at any time, or may exert
control over operations of your business, which could result in a material change in your
operations and/or the value of the securities you are registering for sale. We remind you
that, pursuant to federal securities rules, the term "control" (including the terms
"controlling," "controlled by," and "under common control with") as defined in Securities
Act Rule 405 means "the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person, whether through the ownership of
voting securities, by contract, or otherwise." The Sample Letters also sought specific
disclosures relating to uncertainties regarding the enforcement of laws and that the rules
and regulations in China can change quickly with little advance notice. We do not believe
that your current disclosure referencing the PRC government’s intent to strengthen its
regulatory oversight conveys the same risk. Provide similar disclosure in the Prospectus
Summary and Risk Factors.
4.Please amend your disclosure here and in the summary risk factors and Risk Factors
sections to state that, to the extent cash or assets in the business is in Hong Kong or a
Hong Kong entity, the funds or assets may not be available to fund operations or for other
use outside of Hong Kong due to interventions in or the imposition of restrictions and
limitations on the ability of you and your subsidiaries by the PRC government to transfer
cash or assets. On the cover page, provide cross-references to these other discussions.
5.Where you confirm that no transfers were made from you to the Operating Subsidiaries
revise to state whether the Operating Subsidiaries have conducted transfers to one another
or to you and quantify the amounts. Also, state whether any dividends or distributions
have been made to date to investors and quantify the amounts. Please provide cross-
references to the consolidated financial statements where you discuss cash transfer
throughout your organization.
Prospectus Summary, page 5
6.Discuss the laws and regulations applicable in light of your operations in Hong Kong,
including regulations relating to the Enterprise Tax Law, data security and anti-monopoly.
Provide applicable risk factor disclosure and update your disclosure under "Regulations"
on page 88.
Corporate Structure, page 5
7.Please identify clearly the entity in which investors are purchasing their interest and the
entities in which the company's operations are conducted. Describe how this type of
corporate structure may affect investors and the value of their investment. Disclose the
uncertainties regarding the status of the rights of the Cayman Islands holding company
with respect to its subsidiaries and the challenges the company may face regarding its
subsidiaries due to legal uncertainties and jurisdictional limits.

July 31, 2024
Page 3
Risks and Challenges, page 6
8.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in Hong Kong poses to
investors. In particular, describe the significant regulatory, liquidity, and enforcement
risks with cross-references to the more detailed discussion of these risks in the prospectus.
For example, specifically discuss risks arising from the legal system in China, including
risks and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Please note that
each summary risk factor should have a cross-reference to the relevant individual detailed
risk factor.
Implications of Being a Foreign Private Issuer, page 12
9.We note your disclosure regarding your eligibility for certain exemptions from the
corporate governance requirements of the Nasdaq Capital Market listing rules as a
controlled company. Please revise your disclosure here and throughout your registration
statement to clearly indicate whether you intend to rely on these exemptions or the foreign
private issuer exemptions and specify what those exemptions cover. Your disclosure on
page 98 suggests that you intend to take advantage of some of these exemptions, however,
you have not clearly delineated which ones. Also, your disclosure cross-references to a
risk factor header that does not appear in your Risk Factor discussion. Revise your
disclosure for consistency.
Transfers of Cash to and From Our Subsidiaries, page 13
10.Please describe any restrictions on foreign exchange and your ability to transfer cash
between entities, across borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to transfer cash. The disclosure here should not be qualified by
materiality. Please make appropriate revisions to your disclosure.
Permission Required from Hong Kong and PRC Authorities, page 15
11.Your prospectus cover page mentions that your PRC counsel, Jingtian & Gongcheng,
opined as to the applicability of the Trial Measures to you. Revise to acknowledge such
opinion here and elsewhere where you discuss CSRC oversight. Discuss whether PRC
counsel opined as to any other permissions and approvals necessary to operate your
business and to offer securities to investors and if not, why not. File the opinion as an
exhibit to the registration statement. Additionally, the disclosure here should not be
qualified by materiality. Please make appropriate revisions to your disclosure.

July 31, 2024
Page 4
Risks Related to Doing Business in Hong Kong
Substantially all of our operations are in Hong Kong..., page 26
12.Please revise to describe any material impact that intervention, influence, or control by the
Chinese government has or may have on your business or on the value of your securities.
Highlight separately the risk that the Chinese government may intervene or influence your
operations at any time, which could result in a material change in your operations and/or
the value of your securities.
Risks Related to Litigation, Laws and Regulation and Governmental Matters
It will be difficult to obtain jurisdiction and enforceability liabilities..., page 34
13.We note your disclosure that substantially all of your directors and executive officers are
located outside of the United States. Please identify the directors and executive officers
and specify whether they are located in the PRC or Hong Kong. Make similar revisions
under your "Enforceability of Civil Liabilities" discussion.
Risks Related to Ownership of our Securities
Substantial Future sales of our Ordinary Shares..., page 37
14.Revise to acknowledge that your registration statement currently contemplates the
registration of additional shares for resale. Affirmatively state that such sales will likely
put downward pressure on your market price and make it more difficult for you to
maintain your Nasdaq listing.
Our Ordinary Shares will be subject to potential delisting..., page 38
15.We note your disclosure that your offering is contingent upon listing on Nasdaq. Please
expand your risk factors to address the potential consequences of failing to receive
approval to list on Nasdaq.
Dividend Policy, page 45
16.Revise to state, as you do on page 14, that you currently intend to retain all available
funds and future earnings, if any, for the operation and expansion of your business and do
not anticipate declaring or paying any dividends in the foreseeable future.
Summary Consolidated Financial and Other Data
Consolidated Statements of Comprehensive (Loss)/Income, page 47
17.It appears that you utilize both nature of expense method and function of expense method
in your income statement as you aggregate expenses by their nature (e.g. Raw materials
and consumables used, Depreciation of property, plant and equipment, etc.) while
presenting other income and expenses separately from expenses necessary for revenue
generation. Please tell us how your current presentation complies with IAS 1, paragraph
99 that requires the use of an expense classification based on either their nature or their
function, or revise. In addition, it appears you present government grants of
HK$12,324,800 twice in 2022 as other income line item includes this amount as well.
Please also revise to ensure your income statement line items are ordered consistently
throughout your filing.

July 31, 2024
Page 5
Key Factors Affecting the Results of Our Group's Operations, page 49
18.Where you discuss your dependence upon your ability to grow your customer base,
including through your membership scheme, revise to disclose your membership growth
over the past 2 fiscal years. We note your disclosure around your quantification of
members on page 84 but this information does not provide comparative information over
fiscal periods.
19.Where you discuss macroeconomic conditions, revise to acknowledge the impact of the
COVID-19 pandemic upon your operations, if material, given that the Industry Overview
you include seems to indicate that the catering industry remained stagnant in Hong Kong
in 2022 and that 2023 was the first year to show a revival in revenues.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 49
20.Please revise financial and other data presented in tabular forms to read consistently from
left to right in the same chronological order throughout the filing. Similarly, numerical
data included in narrative sections should be consistently ordered. In this regard, certain
financial and other data here and in Summary Consolidated Financial and Other Data
section on page 47 start with the oldest period whereas your consolidated financial
statements start with the most recent period. Refer to SAB Topic 11:E.
21.A significant portion of your results of operations disclosure is dedicated to stating, in
narrative text form, dollar and percentage changes in accounts. In addition, while you
discuss certain factors to which changes are attributable, you do not quantify certain of
these factors nor analyze the changes in the relationship between costs and revenues. For
example, you state that the increase in total revenue during fiscal 2023 was mainly due to
the increase in customer visits and average spending per customer and the opening of four
new restaurant outlets, but you do not quantify these factors nor analyze the
disproportionate increase of total revenue compared to raw materials and consumables
used, and staff costs. Your current disclosures does not appear to adequately discuss and
analyze your results sufficiently to provide your investors with the depth of understanding
and knowledge necessary to properly evaluate your results. As such, please revise to
expand this section by:
•Ensuring that all material factors are quantified and analyzed (including separate
disclosure of offsetting factors); and
•Quantifying the effects of changes in price, volume, and changes in the relationships
between costs and revenues, where appropriate, and describing any known trends or
uncertainties.

July 31, 2024
Page 6
Unaudited Pro Forma Condensed Consolidated Statement of Operations, page 52
22.Please address the following:
•Revise to reflect all transactions undertaken in anticipation of a public offering and
ordinary shares recently issued as described on pages 61 and 114 in your pro forma
financial statements.
•Revise to provide all required financial statements and disclosures for all periods
required under Article 11 of Regulation S-X.
•Move these disclosures out of the MD&A and dedicate a section for the pro forma
information.
Liquidity and Capital Resources, page 53
23.Where you disclose sufficient working capital, you refer to other available sources of
financing. Clarify and quantify any material unused sources of liquidity, consistent with
Item 5.B.1. of Form 20-F.
History and Corporate Structure, page 61
24.Please identify the founders of your Group, and clarify if they are different from your
controlling shareholder, Galaxy Shine Company Limited.
Business
Overview, page 83
25.You state here that you operate 12 restaurant outlets as of the date of this prospectus. You
go on to describe an increase in revenues, as well as the percentage contribution to such
increase by new stores, as of the end of the most recent fiscal year, however, you do not
acknowledge the disposition of assets that occurred after the fiscal year end.  To the extent
your disclosure is "as of the date of this prospectus" please ensure that you provide
narrative disclosure to explain how your business has evolved since the fiscal year end.
Regulations, page 88
26.Please revise your disclosure to clearly state whether you are in compliance with all
applicable laws and regulations, including whether you and the operating companies have
received all applicable licenses. Please also update your related risk factor on page 21
accordingly.
Shares Eligible for Future Sale
Resale Prospectus, page 117
27.Reconcile your disclosure here that "[a]ny shares sold by the Resale Shareholders until
our Shares are listed or quoted on an established public trading market will take