Taste • Gourmet Group Limited — Proxy Solicitation & Information Statement 2023

Jun 28, 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Taste • Gourmet Group Limited , you should at once hand this circular and the accompanying proxy form to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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

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(incorporated in the Cayman Islands with limited liability)

(Stock code: 8371)

PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, DECLARATION OF DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening an annual general meeting of Taste • Gourmet Group Limited to be held at the Dab-Pa Modern Chinese Cuisine, Shop 413, Metroplaza, 223 Hing Fong Road, Kwai Fong, New Territories, Hong Kong on 1 August 2023 at 10:30 a.m. is set out on pages 15 to 19 of this circular. Whether or not you are able to attend the annual general meeting in person, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated website (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company as soon as possible and in any event not less than 48 hours before the time of the annual general meeting (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting (or any adjournment thereof) should you so wish.

This circular, together with the form of proxy, will remain on The Stock Exchange of Hong Kong Limited’s website at www.hkexnews.hk for at least seven days from the date of its publication and on the Company’s website at www.tastegourmet.com.hk.

29 June 2023

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I – Explanatory Statement for the Repurchase Mandate. . . . . . . . . . . . .	8
Appendix II – Biographical Details of Retiring Directors Proposed
to be Re-elected at the Annual General Meeting. . . . . . . . . . . . . . .	13
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Accompany Document – Form of Proxy

– ii –

DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions have the following meanings:

“AGM”

the annual general meeting of the Company to be held at the Dab-Pa Modern Chinese Cuisine, Shop 413, Metroplaza, 223 Hing Fong Road, Kwai Fong, New Territories, Hong Kong on 1 August 2023 at 10:30 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the annual general meeting which is set out on pages 15 to 19 of this circular, or any adjournment thereof

“Articles” the articles of association of the Company, as may be amended from time to time “Board” the Company’s board of Directors “Code” the Takeovers Code and the Share Buy-backs Code “Companies Law” the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands “Company” Taste • Gourmet Group Limited, an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM “Director(s)” the director(s) of the Company “Dividend” the final dividend proposed to be paid out of the retained earnings of the Company of HK$0.052 per Share in respect of the year ended 31 March 2023 “GEM” GEM of the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

“Issue Mandate”

a general mandate proposed to be granted to the Directors to exercise the powers of the Company to allot, issue and deal with new Shares during the period as set out in the Ordinary Resolutions No. 4 in the notice of the AGM up to a maximum of 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of such resolution

• “Latest Practicable Date” 23 June 2023, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Memorandum” the memorandum of association of the Company, as may be amended from time to time

• “PRC” the People’s Republic of China “Repurchase Mandate” a general mandate proposed to be granted to the Directors to exercise the powers of the Company to repurchase issued and fully paid Shares on the Stock Exchange during the period as set out in the Ordinary Resolutions No. 5 in the notice of the AGM up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of such resolution

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended and supplemented from time to time

• “Share Buy-backs Code” the Code on Share Buy-backs issued by the Securities and Futures Commission of Hong Kong

• “Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company

• “Shareholder(s)” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Code on Takeovers and Mergers issued by the Securities and Futures Commission

• “%” per cent

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LETTER FROM THE BOARD

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(incorporated in the Cayman Islands with limited liability)

(Stock code: 8371)

Executive Directors:

Mr. WONG Ngai Shan (Chairman) Ms. CHAN Wai Chun (Chief Executive Officer)

Independent Non-executive Directors:

Ms. CHAN Yuen Ting Mr. TSANG Siu Chun Mr. WANG Chin Mong

Registered office:

Cricket Square Hutchins Drive, PO Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Principal Place of Business

in Hong Kong:

Unit B, 24/F Crawford Tower 99-101 Jervois Street Sheung Wan Hong Kong

29 June 2023

To the Shareholders

Dear Sir or Madam,

PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, DECLARATION OF DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide Shareholders with information regarding the proposed resolutions to be put forward at the AGM: (1) granting of the Issue Mandate and the Repurchase Mandate to the Directors; (2) declaration of dividend; and (3) re-election of retiring Directors; and to give notice of the AGM at which resolutions will be proposed to consider, and if thought fit, approve at the AGM.

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LETTER FROM THE BOARD

GENERAL MANDATE TO REPURCHASE SHARES

An ordinary resolution will be proposed at the AGM to grant to the Directors the Repurchase Mandate, details of which are set out in ordinary resolution No. 5 of the notice of AGM. The Shares which may be repurchased pursuant to the Repurchase Mandate are limited to a maximum of 10% of the issued shares of the Company as at the date of passing the resolution approving the Repurchase Mandate.

The Repurchase Mandate will continue in force until the earlier of: (1) the conclusion of the next annual general meeting of the Company; (2) the date by which the next annual general meeting of the Company is required to be held by the Articles or applicable laws; or (3) the date upon which such authority is revoked or varied by a separate ordinary resolution of the Company in a general meeting.

As at the Latest Practicable Date, the issued shares of the Company comprised 378,696,000 Shares. Assuming that there is no change in the issued shares of the Company between the period from the Latest Practicable Date and the date of passing the resolution approving the Repurchase Mandate, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate on the date of passing the resolution approving the Repurchase Mandate will be 37,869,600 Shares.

An explanatory statement as required under the GEM Listing Rules, in particular Rule 13.08, giving certain information regarding the Repurchase Mandate, is set out in Appendix I to this circular.

GENERAL MANDATE TO ISSUE SHARES

In addition, two ordinary resolutions will be proposed at the AGM to grant to the Directors the Issue Mandate and an extension of the Issue Mandate by an additional number of Shares repurchased under the Repurchase Mandate will be proposed at the AGM to grant to the Directors (i) a general and unconditional mandate to allot, issue and deal with new Shares not exceeding 20% of the number of issued Shares as at the date of passing of the relevant resolution in relation to the Issue Mandate; and (ii) an extension to such general mandate so granted to the Directors by adding thereto any Shares repurchased by the Company pursuant to the Repurchase Mandate subject to the passing of the resolution in relation to the Repurchase Mandate.

As at the Latest Practicable Date, the issued shares of the Company comprised 378,696,000 Shares. Assuming there is no change in the issued shares of the Company between the period from the Latest Practicable Date and the date of passing the resolution approving the Issue Mandate, the maximum number of Shares which may be allotted and issued pursuant to the Issue Mandate on the date of passing the resolution approving the Issue Mandate will be 75,739,200 Shares.

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LETTER FROM THE BOARD

The Issue Mandate will continue to be in force until the earlier of: (1) the conclusion of the next annual general meeting of the Company; (2) the date by which the next annual general meeting of the Company is required to be held by the Articles or applicable laws; or (3) the date upon which such authority is revoked or varied by a separate ordinary resolution of the Company in a general meeting.

Details of the Issue Mandate and the extension of the Issue Mandate are respectively set out in the out in ordinary resolution No. 4 and 6 of the notice of AGM. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the Issue Mandate.

DECLARATION OF DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS

As mentioned in the results announcement of the Company dated 23 June 2023, it was the intention of the Board to recommend the payment of the dividend out of the retained earnings of the Company of HK$0.052 per Share in respect of the year ended 31 March 2023 to Shareholders whose names appeared on the register of members of the Company on 8 August 2023, totalling not less than HK$19,692,000, subject to the approval of the Shareholders at the AGM and compliance with the Companies Law.

Under Section 34(2) of the Companies Law, the share premium account may be applied by the company paying dividends to shareholders provided that no dividend may be paid to members out of the share premium account unless, immediately following the date on which the dividend is proposed to be paid, the company shall be able to pay its debts as they fall due in the ordinary course of business. The Board confirms that with respect to the Dividend, the Company meets the solvency test as laid down under the Companies Law and shall be able to pay its debts as they fall due in the ordinary course of business immediately following the date on which the Dividend is proposed to be paid.

The register of members of the Company will be closed for the following periods:

• (1) from 27 July 2023 to 1 August 2023, both days inclusive, during which period no transfer of shares will be registered for the purpose of ascertaining the shareholders entitled to attend and vote at the AGM; and

• (2) on 8 August 2023, which no transfer of shares will be registered for the purpose of ascertaining the shareholders entitled to the final dividend to be approved at the AGM.

All completed transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on 26 July 2023 and 7 August 2023, respectively.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Article 105 of the Articles, at each annual general meeting, one-third of the Directors, who have been longest in office since their last election, for the time being shall retire from office by rotation such that each Director will be subject to retirement by rotation at least once every three years at the annual general meeting.

In accordance with Article 105 of the Articles, Mr. Wong Ngai Shan and Ms. Chan Wai Chun shall retire from office by rotation at the AGM and both of them, being eligible, offer themselves for re- election at the AGM.

Brief biographical details of the above-mentioned Directors who are proposed to be re- elected at the AGM are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

A notice convening the AGM, which contains, inter alia, the Ordinary Resolutions for the Repurchase Mandate, the Issue Mandate, the extension of the Issue Mandate and the re-election of retiring Directors, is set out on pages 15 to 19 of this circular.

ACTION TO BE TAKEN

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the Stock Exchange’s websites at www.hkexnews.hk and www.hkgem.com and the Company’s website at www.tastegourmet.com.hk. Whether or not you are able to attend the AGM in person, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated website (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM (or any adjourned meeting thereof) should you so wish.

GEM LISTING RULES REQUIREMENT

According to rule 17.47(4) of the GEM Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As such, all the resolutions put to the vote at any general meeting shall be decided by poll. The Company will appoint scrutineers to handle vote-taking procedures at the AGM. The results of the poll will be published on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.tastegourmet.com.hk. on the business day following the AGM.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, 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 circular 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 circular misleading.

RECOMMENDATION

The Directors (including the independent non-executive Directors) are of the opinion that the proposals referred to in this circular are in the best interests of the Company, the Group and the Shareholders taken as a whole and therefore recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I (Explanatory Statement for the Repurchase Mandate) and Appendix II (Biographical Details of Retiring Directors Proposed to be Re-elected at the Annual General Meeting) to this circular.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully By Order of the Board Wong Ngai Shan Chairman

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

This Appendix serves as an explanatory statement given to all the Shareholders, as required pursuant to Rule 13.08 and other provisions of the GEM Listing Rules, to provide you with the requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to approve the grant of the Repurchase Mandate.

1. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders taken as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per Share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued Share capital of the Company comprised 378,696,000 Shares.

Subject to the passing of Ordinary Resolution No. 5 in the Notice of the AGM and on the basis that no further Shares will be issued or repurchased by the Company prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 37,869,600 Shares during the period from the date of passing of Ordinary Resolution No. 5 set out in the Notice of the AGM up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the Cayman Islands to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting, whichever is the earliest.

3. FUNDING OF THE REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum and the Articles, the GEM Listing Rules and the applicable laws and regulations of the Cayman Islands. The Company is empowered by its Articles to repurchase its Shares.

Under Cayman Islands law, the capital portion payable on a repurchase by the Company may be paid out of the profits of the Company or out of the proceeds of a fresh issue of shares made for the purpose of the repurchase or, subject to the Companies Law and the Articles, out of capital and, in the case of any premium payable on a repurchase, such premium may be paid out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, subject to the Companies Law and the Articles, out of capital.

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

The Company may not repurchase its own shares on the Stock Exchange for a consideration other than cash or settlement otherwise than in accordance with the trading rules of the Stock Exchange.

4. GENERAL

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the financial year ended 31 March 2023) in the event that the Repurchase Mandate is to be exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate only in accordance with the GEM Listing Rules, the Memorandum and the Articles of the Company and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their associates (as defined in the GEM Listing Rules), has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company or its subsidiaries.

As at the Latest Practicable Date, no core connected person (as defined in the GEM Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company, nor has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

6. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (within the meaning of the Code), depending on the level of the increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, IKEAB Limited and Elite China Limited directly held 250,318,000 Shares and 9,984,000, representing approximately 66.10% and 2.64% of the issued share capital of the Company, respectively. IKEAB Limited is owned by Mr. Wong Ngai Shan as to 70% and Ms. Chan Wai Chun as to 30% and Elite China Limited is owned by Mr. Wong Ngai Shan as to 50% and Ms. Chan Wai Chun as to 50%. Mr. Wong Ngai Shan is the spouse of Ms. Chan Wai Chun, as such Mr. Wong Ngai Shan and Ms. Chan Wai Chun are deemed to the controlling Shareholders (as defined in the GEM Listing Rules) of the Company and was deemed to be interested in 260,302,000 Shares as at the Latest Practicable Date. In the event that the Directors exercise the proposed Repurchase Mandate in full, the beneficial interest of IKEAB Limited and Elite China Limited will be increased to approximately 73.44% and 2.93% of the issued share capital of the Company, respectively. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code but would result in the number of Shares held by the public being reduced to less than 25% of the Shares.

However, the Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of shares held by the Public being replaced to less than 25% of the Shares.

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

7. SHARE REPURCHASE MADE BY THE COMPANY

During the year and up to the Latest Practicable Date, the Company repurchased an aggregate of 8,456,000 Shares on the Stock Exchange which were cancelled on 10 November 2022.

Date of Repurchase Number of Shares Repurchased by the Company Price per Share Highest Lowest HK$ HK$ 28 September 2022 136,000 1.07 1.07 30 September 2022 208,000 1.08 1.08 03 October 2022 1,200,000 1.08 1.08 05 October 2022 2,952,000 1.08 1.08 06 October 2022 76,000 1.08 1.08 07 October 2022 1,220,000 1.09 1.09 10 October 2022 2,236,000 1.09 1.09 11 October 2022 428,000 1.09 1.09 Total 8,456,000

Consideration HK$ 145,520 224,640 1,296,000 3,188,160 82,080 1,329,800 2,437,240 466,520

9,169,960

Save as disclosed above, neither our Company nor any of its subsidiaries has purchased, sold or redeem any of our Company’s Listed Securities during the six months preceding the Latest Practicable Date.

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

8. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange from the Listing Date to the Latest Practicable Date were as follows:

	Price per Share	Price per Share
	Highest	Lowest
	(HK$)	(HK$)
2022
June	1.06	1.02
July	1.04	0.96
August	0.97	0.89
September	1.10	0.90
October	1.13	1.02
November	1.10	1.05
December	1.10	1.06
2023
January	1.44	1.08
February	1.50	1.34
March	1.43	1.38
April	1.43	1.39
May	1.40	1.38
June (up to the Latest Practicable Date)	1.41	1.38

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APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Pursuant to the Listing Rules, the particulars of the Directors who will retire and are proposed to be re-elected at the AGM according to the Articles are set out as follows:

1. MR. WONG NGAI SHAN (EXECUTIVE DIRECTOR)

Mr. Wong, aged 48, is one of the co-founders of our Group. He is responsible for our Group’s overall corporate strategies, management, business development, project planning and implementation. He has assumed a leading role in our management and is responsible for formulating business direction of our Group. Mr. Wong is a member of the remuneration committee of the Company.

Mr. Wong graduated from the City University of Hong Kong with a Higher Diploma in Accountancy and became an associate of the Association of Chartered Certified Accountants and is a Certified Public Accountant (CPA) of The Hong Kong Institute of Certified Public Accountants. Mr. Wong has over 14 years of accounting and finance experience and has worked as an auditor for Deloitte Touche Tohmatsu and as the financial controller of a company in the coating industry.

Mr. Wong started investing in the food and beverage business since 2006 and is familiar with industry trends, market behaviour, customer and supplier impact and dealing with competitions and other operational challenges. He has obtained the Basic Food Hygiene Certificate for Hygiene Managers.

Mr. Wong is the spouse of Ms. Chan Wai Chun. He is also a director of all members of our Group.

Mr. Wong has entered into a service agreement with the Company for a fixed term of three years with effect from 17 January 2021 which shall continue thereafter unless and until terminated by either party giving the other not less than three months’ notice in writing. In certain other circumstances, the service contracts can also be terminated by our Company, including but not limited to certain breaches of the Directors’ obligations under the contract or certain misconducts. Mr. Wong is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles. The salary of Mr. Wong after each financial year is subject to adjustment as determined by the Company’s remuneration committee and approved by a majority of the members of the Board for which he is entitled to HK$2,600,000 per annum. Mr. Wong received total emoluments of HK$2,642,000 for the year ended 31 March 2023.

As at the Latest Practicable Date, save as disclosed above, Mr. Wong does not have any relationship with any other Directors, senior management, substantial or controlling Shareholders of the Company. Mr. Wong has a deemed interest in 260,302,000 Shares representing approximately 68.74% of the issued share capital of the Company. Save as disclosed above, Mr. Wong does not have any interest in Shares within the meaning of Part XV of the SFO.

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APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Save as disclosed above, the Board is not aware of any other matters which should be brought to the attention of the Shareholders, nor is there any information to be disclosed pursuant to any of the requirements under the provisions of Rule 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.

2. MS. CHAN WAI CHUN (EXECUTIVE DIRECTOR)

Ms. Chan, aged 46, is one of the co-founders of our Group. She is responsible for the overall day to day operation and management of our business, overseeing menu design, accounting, internal control, human resources, and staff training.

Ms. Chan holds a Postgraduate Diploma in Education (Primary) from the Hong Kong Institute of Education and a Bachelor of Science degree from The University of Hong Kong. Ms. Chan obtained the Certificate of Registration as a Teacher under the Education Ordinance. She also obtained the Certificate in Food Hygiene for Hygiene Supervisor.

Ms. Chan has over 15 years of experience in the food and beverage industry. She worked as a teacher in Hong Kong for seven years before joining our Group.

Ms. Chan is the spouse of Mr. Wong Ngai Shan. She is also a director of all members of our Group.

Ms. Chan Wai Chun has entered into a service agreement with the Company for a fixed term of three years with effect from 17 January 2021 which shall continue thereafter unless and until terminated by either party giving the other not less than three months’ notice in writing. In certain other circumstances, the service contracts can also be terminated by our Company, including but not limited to certain breaches of the Directors’ obligations under the contract or certain misconducts. Ms. Chan is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles. The salary of Ms. Chan after each financial year is subject to adjustment as determined by the Company’s remuneration committee and approved by a majority of the members of the Board for which she is entitled to HK$1,950,000 per annum. Ms. Chan received total emoluments of HK$1,936,000 for the year ended 31 March 2023.

As at the Latest Practicable Date, save as disclosed above, Ms. Chan Wai Chun does not have any relationship with any other Directors, senior management, substantial or controlling Shareholders of the Company. Ms. Chan Wai Chun has a deemed interest in 260,302,000 Shares representing approximately 68.74% of the issued share capital of the Company.

Save as disclosed above, Ms. Chan Wai Chun does not have any interest in Shares within the meaning of Part XV of the SFO.

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NOTICE OF ANNUAL GENERAL MEETING

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(incorporated in the Cayman Islands with limited liability)

(Stock code: 8371)

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “ Annual General Meeting ”) of TASTE • GOURMET GROUP LIMITED (the “ Company ”) will be held at the Dab-Pa Modern Chinese Cuisine, Shop 413, Metroplaza, 223 Hing Fong Road, Kwai Fong, New Territories, Hong Kong on 1 August 2023 at 10:30 a.m. for the purpose of transacting the following business:

ORDINARY BUSINESS

1. to receive and consider the audited consolidated financial statements and the reports of the directors of the Company (the “ Directors ”) and the independent auditor of the Company for the year ended 31 March 2023;

2. (i) to approve and re-elect the following as Directors, each as a separate resolution:

   • (a) Mr. Wong Ngai Shan as an executive Director; and

   • (b) Ms. Chan Wai Chun Ting as an executive Director.

3. (ii) to authorize the board of Directors (the “ Board ”) to fix the remuneration of the Directors;

4. to re-appoint Deloitte Touche Tohmatsu as the auditor of the Company and to authorize the Board to fix the remuneration of the auditor of the Company;

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NOTICE OF ANNUAL GENERAL MEETING

SPECIAL BUSINESS

1. to consider and, if thought fit, to pass (with or without modifications) the following resolution as an ordinary resolution of the Company:

“ THAT :

• (a) subject to sub-paragraph (c) of this Resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares or securities convertible into shares, or options, warrants or similar rights to subscribe for any shares and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in sub-paragraph (a) of this Resolution shall authorize the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period (as defined below);

• (c) the aggregate nominal amount of share capital issued, allotted and dealt with or agreed conditionally or unconditionally to be issued, allotted and dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in sub-paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as defined below), or (ii) an issue of shares upon the exercise of any rights of subscription or conversion under the terms of any securities, warrants or options issued by the Company which carry the right to subscribe for or are convertible into shares of the Company, or (iii) an issue of shares upon the exercise of any options granted under any share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants of shares or rights to acquire shares of the Company, or (iv) an issue of shares as scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Memorandum and Articles of Association of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purposes of this Resolution:

“ Relevant Period ” means the period from the passing of this Resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any other applicable law to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

“ Rights issue ” means an offer of shares of the Company open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognized regulatory body or any stock exchange in any territory outside the Hong Kong Special Administrative Region of the People’s Republic of China).”

1. to consider and, if thought fit, to pass (with or without modifications) the following resolution as an ordinary resolution of the Company:

“ THAT :

• (a) subject to sub-paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase issued shares of the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the securities of the Company may be listed and recognized for this purpose by The Securities and Futures Commission of Hong Kong and the Stock Exchange (“ Recognized Stock Exchange ”), subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other Recognized Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate nominal amount of the shares of the Company which may be repurchased by the Company pursuant to the approval in sub-paragraph (a) of this Resolution, shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution and the said approval shall be limited accordingly; and

• (c) for the purposes of this Resolution:

“ Relevant Period ” means the period from the passing of this Resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any other applicable law to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

• to consider and, if thought fit, to pass (with or without modifications) the following resolution as an ordinary resolution of the Company:

“ THAT conditional upon the Resolutions Nos. 4 and 5 set out in the notice convening this Annual General Meeting being passed, the aggregate nominal amount of the share capital of the Company which are repurchased by the Company under the authority granted to the Directors as mentioned in the Resolution No. 5 above (up to a maximum of 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as stated in Resolution No. 5 above) shall be added to the aggregate nominal amount of the share capital that may be issue, allotted or otherwise dealt with, or agreed conditionally or unconditionally to be issued, allotted or otherwise dealt with by the Directors pursuant to Resolution No. 4 set out in the notice convening this Annual General Meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

1. As special business, to consider and, if thought fit, to pass (with or without modifications) the following resolution as an ordinary resolution of the Company:

“ THAT the payment of a final dividend from the retained earnings of the Company of HK$0.052 per share in respect of the year ended 31 March 2023 to the shareholders of the Company whose names appeared on the register of members of the Company on 8 August 2023 be and is hereby approved.”

By Order of the Board Wong Ngai Shan Chairman

Hong Kong, 29 June 2023

Registered office:

Cricket Square Hutchins Drive, PO Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Principal Place of Business in Hong Kong:

Unit B, 24/F Crawford Tower 99-101 Jervois Street Sheung Wan Hong Kong

Notes:

1. A member entitled to attend and vote at the annual general meeting convened by the above notice is entitled to appoint one or more proxies (if holding two or more shares) to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney or other person duly authorized.

3. In order to be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority, must be deposited at the Company’s branch share registrar, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated website (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time fixed for holding the annual general meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the annual general meeting or any adjourned meeting thereof should he so wishes and in such event, the form of proxy shall be deemed to be revoked.

4. In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purposes seniority will be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint shareholding.

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