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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DEFINITIONS AND GLOSSARY In this document, unless the context otherwise requires, the following terms shall have the meanings set out below. “Accountants’ Report” the accountants’ report of our Group prepared by the Reporting Accountants set out in Appendix I to this document “affiliate(s)” any other persons, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified person “Air Pollution Control Air Pollution Control (Furnaces, Ovens and Chimneys) Regulations”or“APC Reg” (Installation and Alteration) Regulations (Chapter 311A of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time “Air Pollution Control Air Pollution Control Ordinance (Chapter 311 of the Laws of Ordinance”or“APCO” Hong Kong), as amended, supplemented or otherwise modified from time to time “Al Molo” Al Molo Italian Restaurant, an Italian style restaurant operating under Profit Best which is situated at Shop OT G63, Ground Floor, Ocean Terminal, Harbour City “Articles” or “Articles of the articles of association of our Company, adopted on [Š], 2016, Association” and as amended from time to time, a summary of which is set out in Appendix IV to this document “associate(s)” has the meaning ascribed thereto under the GEM Listing Rules “BBQ Restaurants” BBQ RESTAURANTS LIMITED, a company incorporated in Hong Kong with limited liability on 9 March 2010 and a direct wholly-owned subsidiary of Dining Concepts (Western) “Big Sky” BIG SKY HOLDINGS LIMITED ( ), a company incorporated in Hong Kong with limited liability on 25 May 2012 which was owned as to 20% by Total Commitment, 20% by Ideal Winner, 40% by Indo Gold and 20% by Minrish prior to its dissolution by deregistration on 24 July 2015. Big Sky is the holding company of one of the excluded restaurant business in Hong Kong and is not a member of our Group “Bistecca” Bistecca Italian Steak House (formerly known as “Tru Vietnamese and Thai”), an Italian style restaurant operating under Lettuce Entertain which is situated at Offices A, B and C, 2nd Floor, Grand Progress Building, 58, 60 and 62 D’Aguilar Street and 15 and 16 Lan Kwai Fong, Central, Hong Kong “BLT Burger” BLT BURGER (HK) LIMITED, a company incorporated in Hong Kong with limited liability on 27 July 2009 and a direct wholly- owned subsidiary of Dining Concepts (Western) “BLT Burger (Harbour City)” BLT Burger, a Western style restaurant operating under BLT Burger which is situated at Shop OT 301 – OT 301A, Level 3, Ocean Terminal, Harbour City –16– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DEFINITIONS AND GLOSSARY “BLT Burger (Times Square)” BLT Burger, a Western style restaurant operating under Wealthy Home which is situated at Shop B224A, Basement 2, Times Square, Causeway Bay, Hong Kong “BLT Restaurants” BLT RESTAURANTS (HK) LIMITED, a company incorporated in Hong Kong with limited liability on 10 September 2008 and a direct wholly-owned subsidiary of Dining Concepts (Western) “BLT Steak” BLT Steak, a Western style restaurant operating under BLT Restaurants which is situated at Shop OT G62, Ground Floor, Ocean Terminal, Harbour City “Board” or “Board of Directors” the board of Directors “Bombay Dreams” Bombay Dreams, an Asian style restaurant operating under Bombay Dreams (HK) which is situated at Flats A and B, 4th Floor, Carfield Commercial Building, 75 and 77 Wyndham Street, Central, Hong Kong “Bombay Dreams (HK)” BOMBAY DREAMS (HK) LIMITED (formerly known as “WAITERS ON WHEELS LIMITED” and “CUISINE COURIER LIMITED”, respectively), a company incorporated in Hong Kong with limited liability on 26 July 2002 and a direct wholly-owned subsidiary of Dining Concepts (Asian) “Bombay Dreams To Go”or Bombay Dreams, the takeaway outlet with supporting kitchen of “takeaway outlet with Bombay Dreams, operating under Bombay Dreams (HK) which supporting kitchen” is situated at Shop 1, Ground Floor and store, Mezzanine Floor, Po Thai Building, 9 Possession Street, Hong Kong “Bouchon” Bouchon Bistro Francais (formerly known as “Bizou Bistro” and “Ocean Grill”), a Western style restaurant operating under Excel Team which is situated at Flat D, Ground Floor, 49, 49A, 49B and 49C Elgin Street, Central, Hong Kong “Braza” Braza Churrascaria Brazilian Steakhouse (formerly known as “Mayta Peruvian Kitchen & Pisco Bar”), a Western style restaurant operating under BBQ Restaurants which is situated at Units A, B and C, 3rd Floor, Grand Progress Building, 58, 60 and 62 D’Aguilar Street, 15 and 16 Lan Kwai Fong, Central, Hong Kong “Bread Street Kitchen” Bread Street Kitchen, a Western style restaurant operating under Pine Best which is situated at Mezzanine Floor, LKF Tower, 33 Wyndham Street and 55 D’Aguilar Street, Central, Hong Kong “breakeven point” the number of month(s) since the commencement of business of the restaurant at which the monthly revenue is at least equal to the monthly expenses “BRU Beer & Bite” BRU Beer & Bite, a Western style restaurant expected to be opened in the year ending 31 March 2018, expected to be operated under New Era which will be situated at Shop 06-G03, Ground Floor, Block C Dormitory, Central Police Station, 10 Hollywood Road, Central, Hong Kong “Buildings Department” Buildings Department of the Hong Kong Government –17– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DEFINITIONS AND GLOSSARY “business day(s)” a day which is not a Saturday, Sunday or public holiday in Hong Kong and on which banks in Hong Kong are generally open for normal banking business to the public “Business Registration Business Registration Ordinance (Chapter 310 of the Laws of Ordinance” Hong Kong), as amended, supplemented or otherwise modified from time to time “BVI” the British Virgin Islands “CAGR” compound annual growth rate “California Vintage” California Vintage, a Western style restaurant operated under California Vintage (HK) which was situated at Shop B, Ground Floor, Carfield Commercial Building, 75 and 77 Wyndham Street, Central, Hong Kong. California Vintage was closed on 6 March 2016 “California Vintage (HK)” CALIFORNIA VINTAGE LIMITED, a company incorporated in Hong Kong with limited liability on 28 June 2010 and a direct wholly-owned subsidiary of Dining Concepts (Western) “[REDACTED]” the issue of [REDACTED] Shares to be made upon capitalisation of part of the amount standing to the credit of the share premium account of our Company as referred to in the section headed “Further information about our Company — Written resolutions of our Shareholders passed on [Š] 2016” in Appendix V to this document “Cayman Islands Share [REDACTED], the Cayman Islands share registrar of our Registrar” Company “CCASS” Central Clearing and Settlement System established and operated by HKSCC “CCASS Clearing Participant” a person admitted to participate in CCASS as a direct clearing participant or general clearing participant “CCASS Custodian Participant” a person admitted to participate in CCASS as a custodian participant “CCASS Investor Participant” a person admitted to participate in CCASS as an investor participant who may be an individual or joint individuals or a corporation “CCASS Participant” a CCASS Clearing Participant, a CCASS Custodian Participant or a CCASS Investor Participant “Cecconi’s Italian” Cecconi’s Italian, an Italian style restaurant operating under (i) Stanley Oriental which was situated at Shop A, Ground Floor, Elgin Building, 43 Elgin Street, Central, Hong Kong before its relocation in July 2015 and (ii) Nice Empire which was situated at Flats A and B, 2nd Floor, Carfield Commercial Building, 75 and 77 Wyndham Street, Central, Hong Kong after its relocation and recommencement of its business operation. Cecconi’s Italian was closed on 1 January 2016 –18– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DEFINITIONS AND GLOSSARY “Certificate of Compliance” certificate of compliance granted under section 5(2)(a) of the Clubs (Safety of Premises) Ordinance “Central and Western District” one of the 18 administrative districts of Hong Kong and located on the northwestern part of Hong Kong Island, covering Kennedy Town, Sai Ying Pun, Sheung Wan, Central and Admiralty “CIS Strategic” CIS Strategic Investment Limited, a company incorporated in the BVI on 8 December 2014 and owned as to 66.67% by Mr. Lun Shunhua and 33.33% by Mr. Kwok Pak Kuen, both of whom are Independent Third Parties. CIS Strategic is one of the [REDACTED] Investors, whose Second Exchangeable Bond was later redeemed fully on 2 September 2015 “close associate(s)” has the meaning ascribed thereto under the GEM Listing Rules “Clubs (Safety of Premises) Clubs (Safety of Premises) Ordinance (Chapter 376 of the Laws Ordinance” of Hong Kong), as amended, supplemented or otherwise modified from time to time “Commissioner of Police” Commissioner of Police of the Hong Kong Police Force of the Hong Kong Government “Companies Law”or“Cayman Companies Law, Chapter 22 (Law 3 of 1961, as consolidated Islands Companies Law”