Masonglory Ltd F-1, filed Nov 3, 2026

Masonglory Ltd (FFTT)

Masonglory Limited registers up to 3,378,000 Class A Ordinary Shares for resale by selling shareholders, including 1,334,000 warrant shares. The company receives no proceeds from share sales; warrant exercises could yield approximately US$1,600,800. AI summary

F-1 2026-11-03

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Added on November 03, 2026

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Cayman Islands		1700		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification Number)

		Page
Prospectus Summary		1
Risk Factors		17
Special Note Regarding Forward-Looking Statements		44
Industry and Market Data		45
Use of Proceeds		48
Dividend Policy		49
Corporate History and Structure		50
Management’s Discussion and Analysis of Financial Condition and Results of Operations		52
Business		66
Regulations		81
Management		94
Related Party Transactions		98
Principal Shareholders		99
Description of Share Capital		100
Shares Eligible for Future Sale		111
Material Income Tax Considerations		113
Selling Shareholders		117
Plan of Distribution		118
Legal Matters		119
Experts		119
Enforceability of Civil Liabilities		120
Where You Can Find Additional Information		121
Incorporation of Certain Information by Reference		122

	●	We hold only a minority, non-controlling interest in the Target and have limited ability to influence its business;

	●	Failure to realize synergy effects of the share swap transaction;

	●	Valuation decline and substantial asset impairment; and

	●	Potential cooling of the outdoor wellness products market impacting the Target’s business.

Securities being offered:		3,378,000 Class A Ordinary Shares (including up to 1,334,000 Class A Ordinary Shares issuable upon exercise of the Series A Warrants and Series B Warrants).

Offering price:		The Selling Shareholders may sell the Class A Ordinary Shares at prevailing market prices or at privately negotiated prices. See “Plan of Distribution.”

Number of Ordinary Shares outstanding before this offering:		3,481,147 Class A Ordinary Shares and 682,500 Class B Ordinary Shares.

Number of Ordinary Shares outstanding after this offering:		3,481,147 Class A Ordinary Shares and 682,500 Class B Ordinary Shares. The offer and sale of the Class A Ordinary Shares by the Selling Shareholders will not change the number of our issued and outstanding Ordinary Shares.

Use of proceeds:		We will not receive any proceeds from the sale of the Class A Ordinary Shares offered by this prospectus. All net proceeds from the sale of the Class A Ordinary Shares covered by this prospectus will go to the Selling Shareholders. See “Use of Proceeds.” We will, however, receive cash proceeds equal to the aggregate exercise price of any Warrants exercised for cash, up to approximately US$1,600,800 if all of the Warrants are exercised for cash, and we intend to use those proceeds for general corporate purposes, including working capital.

		We plan to use the net proceeds of this offering as follows:

Lock-up:		We have not entered into any lock-up, market stand-off or similar agreement with any Selling Shareholder in connection with the offer and sale of the Class A Ordinary Shares by the Selling Shareholders.

Nasdaq symbol		Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “FFTT.” Our ticker symbol changed from “MSGY” to “FFTT” effective at the opening of trading on October 28, 2026. No action was required from existing shareholders and our CUSIP number remains unchanged.

Transfer agent and registrar:		VStock Transfer, LLC

Risk factors:		Investing in the Shares is highly speculative and involves a high degree of risk. As an investor you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “Risk Factors” section beginning on page 17.

Name	Background	Ownership
Masonglory (BVI) Limited	– A BVI company – Incorporated on February 20, 2024 – Issued share capital of US$2.00	100% owned by Masonglory Limited
Masontech Limited	– A Hong Kong company – Incorporated on September 11, 2018 – Issued share capital of HK$20.00 – A registered subcontractor and a registered specialist trade contractor (Group 2 – Plastering)	100% owned by Masonglory (BVI) Limited

	As of March 31,
	2026			2025
	USD			USD
Contract revenues on uncompleted contracts at the beginning of the year		14,875,233			13,924,481
New contracts awarded during the year		41,266,415			14,215,149
Contract adjustment		(1,179,205	)		10,054,085
Contracts revenue recognized for the year		(23,555,839	)		(23,318,482	)
Backlog at the end of the year		31,406,604			14,875,233

	As of March 31,
	2025			2024
	USD			USD
Contract revenues on uncompleted contracts at the beginning of the year		13,924,481			15,536,125
New contracts awarded during the year		14,215,149			18,327,607
Contract adjustment		10,054,085			689,392
Contracts revenue recognized for the year		(23,318,482	)		(20,628,643	)
Backlog at the end of the year		14,875,233			13,924,481

	For the year ended March 31,
	2026			2025			Change
	US$			US$			%
Revenues		23,555,839			23,318,482			1.0
Cost of revenue		(22,517,082	)		(21,146,746	)		6.5
Gross profit		1,038,757			2,171,736			(52.2	)

Operating expenses:
Administrative expenses		(8,852,414	)		(668,785	)		1,223.7
Total operating expenses		(8,852,414	)		(668,785	)		1,223.7

Other income (expense):
Interest expense, net		-			-
Other income		21,945			2,448			796.5
Total other income, net		21,945			2,448			796.5

(Loss) income from operations and before tax expenses		(7,791,712	)		1,505,399			(617.6	)
Income tax expense		(213,018	)		(229,517	)		(7.2	)
Net (loss) income		(8,004,730	)		1,275,882			(727.4	)

	For the year ended March 31,
	2026		2025
	US$		US$
Revenues
Public Sector		11,750,501		8,490,226
Private Sector		11,805,338		14,828,256
Total Revenue		23,555,839		23,318,482

	As of March 31,
	2026		2025
	US$		US$
CURRENT ASSETS
Cash at banks		315,721		2,365,532
Accounts receivables		3,860,092		1,411,316
Contract assets		4,669,138		2,295,062
Prepayments		208,974		-
Deferred offering costs		-		463,529
Deposits		2,590		2,590
Total current assets		9,056,515		6,538,029

CURRENT LIABILITIES
Accounts payables		2,108,370		413,492
Amounts due to directors		-		1,975,617
Accrued expenses		225,692		261,750
Other payable		153,846		-
Income tax payable		407,172		439,706
Total current liabilities		2,895,083		3,090,565
NET CURRENT ASSETS		6,161,432		3,447,464

	As of March 31,
Name	2026		2025
	US$		US$
Mr. Tse Shing Fung		-		987,809
Mr. Tse Tsz Tun		-		987,808
Total		-		1,975,617

Contract period	:	We are required to follow the pre-determined work schedule. Such schedule may be extended from time to time pursuant to the terms of the contract.

Type and scope of work	:	In accordance with our customer’s requirements, the contract sets out the types and scope of works in details which we are engaged to perform.

Contract sum	:	The final contract sum will be calculated with reference to a schedule of rates and breakdowns by specification of the type of work to be done, as well as the volume and quantities of construction materials and labor to be used.

Payment and settlement terms	:	We are generally entitled to interim payments from our customers on a monthly basis based on the work completed throughout the contract period. This term sets out the procedure relating to the application of interim payments as well as the procedure relating to the settlement of the final account at completion of the project.

Variation orders/contingencies	:	From time to time, we may be instructed to perform additional work or a varied scope of work. Unless otherwise agreed, such variations may be valued with reference to specified rates or by separate quotation.

Liquidated damage	:	The amount of liquidated damage payable by us per day if we fail to complete the agreed scope of work within the contract period as provided in the contract.

Retention monies	:	A portion of progress payment is usually withheld by the customer at a rate of 0% to 10%, but it is subject to a cap of 5% of the contract sum.

Defects liability period	:	In line with industry practice, our customers often specific a defects liability period of up to 12 months after practical or substantial completion of our projects. If any defect is found in our work, we are responsible for making good during the defects liability period.

Termination	:	If our customer are of the opinion that we failed to execute the works in accordance with their requirements and our works are unsatisfactory or likely to be so and cause undue delay to the overall progress of the project, our customers may terminate our contract by giving advance notice of intention of doing so.

Issuing authority		Type of registration		Registered Trade		Holder		Expiry date
Construction Industry Council		Registered Specialist Trade Contractor		Plastering (Group 2)		Masontech Limited		March 17, 2028

	As of March 31, 2026		As of March 31, 2025
Director		2		2
Chief finance officer		1		1
Foreman		3		4
Quantity surveyor		2		2
Finance and administration		2		1
Contract manager		1		1
Total		11		11

Directors and Executive officers	Age	Position
Mr. Tse Shing Fung	40	Co-Chairman of the Board and Director
Ms. Jinyu Xie	41	Chief Executive Officer and Co-Chairman of the Board
Mr. Tsoi Chi Hei	37	Chief Financial Officer
Mr. Lui Po Yuen	36	Independent Director
Mr. Man Wing Wa	38	Independent Director
Ms. Cheng Shing Yan	50	Independent Director
Mr. Lam Ka Shun	40	Project Manager

Directors and executive officers(1)	Number of Ordinary Shares		Approximate percentage of Ordinary Shares/ Voting Power

Directors and executive officers
Mr. Tse Shing Fung^(1)(2)(3)		949,452		22.80 / 91.45	%
Mr. Tsoi Chi Hei⁽¹⁾		-		-
Mr. Lui Po Yuen⁽¹⁾		-		-
Mr. Man Wing Wa⁽¹⁾		-		-
Ms. Cheng Shing Yan⁽¹⁾		-		-
Mr. Lam Ka Shun⁽¹⁾		-		-
Ms. Jinyu Xie⁽¹⁾		-		-
All directors and executive officers (7 individuals)		949,452		22.8 / 91.5	%
5% or greater shareholders
Mr. Tse Shing Fung^(1)(2)(3)		949,452		22.8 / 91.5	%
Mr. Tse Tsz Tun⁽²⁾⁽⁴⁾		949,452		22.8 / 91.5	%
Fung & Tun Limited⁽⁵⁾		949,452		22.8 / 91.5.	%
Mr. Xudong Yang⁽⁶⁾		1,377,000		33.1% / 3.7	%

	(i)	if our Company is wound up, the surplus assets remaining after payment to all creditors shall be divided among the members in proportion to the par value of the shares held by them respectively at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to our Company for unpaid calls or otherwise; and

	(ii)	if our Company is wound up and the surplus assets available for distribution among the members are insufficient to repay the whole of the share capital, such assets shall be distributed, subject to the rights of any shares which may be issued on special terms and conditions, so that, as nearly as may be, the losses shall be borne by the members in proportion to the par value of the shares held by them, respectively.

	(i)	in the case of an annual general meeting, by all members of our Company entitled to attend and vote thereat; and

	(ii)	in the case of any other meeting, by holders of two-thirds (2/3) of our shareholders having a right to attend and vote at the meeting, present in person or, in the case of a corporation or other non-natural person, represented by its duly authorized representative or by proxy.

	(a)	increase our share capital by new shares of the amount fixed by that ordinary resolution and with the attached rights, priorities and privileges set out in that ordinary resolution;

	(b)	consolidate and divide all or any of our share capital into shares of larger amount than our existing shares;

	(c)	sub-divide our shares or any of them into our shares of smaller amount than is fixed by our Company’s memorandum of association, so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced our shares shall be the same as it was in case of the share from which the reduced our shares is derived;

	(d)	cancel any shares which, at the date of the passing of that ordinary resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled; and

	(e)	divide our shares into several classes and, without prejudice to any special rights previously conferred on the holders of existing shares, attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions as our board of directors may determine.

	Delaware	Cayman Islands
Title of Organizational Documents	Certificate of Incorporation and Bylaws	Certificate of Incorporation and Memorandum and Articles of Association

Duties of Directors	Under Delaware law, the business and affairs of a corporation are managed by or under the direction of its board of directors. In exercising their powers, directors are charged with a fiduciary duty of care to protect the interests of the corporation and a fiduciary duty of loyalty to act in the best interests of its shareholders. The duty of care requires that directors act in an informed and deliberative manner and inform themselves, prior to making a business decision, of all material information reasonably available to them. The duty of care also requires that directors exercise care in overseeing and investigating the conduct of the corporation’s employees. The duty of loyalty may be summarized as the duty to act in good faith, not out of self-interest, and in a manner which the director reasonably believes to be in the best interests of the shareholders.	As a matter of Cayman Islands law, a director of a Cayman Islands exempted company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company — a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his or her position as director (unless our Company permits him to do so) and a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. A director of a Cayman Islands exempted company owes to the company a duty to act with skill and care. It was previously considered that a director needs not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

Limitations on Personal Liability of Directors	Subject to the limitations described below, a certificate of incorporation may provide for the elimination or limitation of the personal liability of a director to the corporation or its shareholders for monetary damages for a breach of fiduciary duty as a director. Such provision cannot limit liability for breach of loyalty, bad faith, intentional misconduct, unlawful payment of dividends or unlawful share purchase or redemption. In addition, the certificate of incorporation cannot limit liability for any act or omission occurring prior to the date when such provision becomes effective.	The Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

	Delaware	Cayman Islands
Indemnification of Directors, Officers, Agents, and Others	A corporation has the power to indemnify any director, officer, employee, or agent of corporation who was, is, or is threatened to be made a party who acted in good faith and in a manner he believed to be in the best interests of the corporation, and if with respect to a criminal proceeding, had no reasonable cause to believe his conduct would be unlawful, against amounts actually and reasonably incurred.	Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our Amended and Restated Memorandum and Articles provide that that we shall indemnify our officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such directors or officer, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.

Interested Directors	Under Delaware law, a transaction in which a director who has an interest in such transaction would not be voidable if (i) the material facts as to such interested director’s relationship or interests are disclosed or are known to the board of directors and the board in good faith authorizes the transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum, (ii) such material facts are disclosed or are known to the shareholders entitled to vote on such transaction and the transaction is specifically approved in good faith by vote of the shareholders, or (iii) the transaction is fair as to the corporation as of the time it is authorized, approved or ratified. Under Delaware law, a director could be held liable for any transaction in which such director derived an improper personal benefit.	Declaration of director’s interest is mainly governed by the terms of a company’s memorandum and articles of association.

Voting Requirements	The certificate of incorporation may include a provision requiring supermajority approval by the directors or shareholders for any corporate action. In addition, under Delaware law, certain business combinations involving interested shareholders require approval by a supermajority of the non-interested shareholders.	For the protection of shareholders, certain matters must be approved by special resolution of the shareholders as a matter of Cayman Islands law, including but not limited to, alteration of the memorandum or articles of association, reduction of share capital (subject, in relevant circumstances, to court approval), change of name, authorization of a plan of merger or transfer by way of continuation to another jurisdiction or consolidation or voluntary winding up of the company. The Companies Act requires that a special resolution be passed by a majority of at least two-thirds of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given, except that a company may in its articles of association specify that the required majority shall be a number greater than two-thirds, and may additionally so provide that any such majority (being not less than two-thirds) may differ as between matters required to be approved by a special resolution.

	Delaware	Cayman Islands
Voting for Directors	Under Delaware law, unless otherwise specified in the certificate of incorporation or bylaws of the corporation, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.	Subject to our Amended and Restated Memorandum and Articles and the Companies Act, our Company may from time to time in general meeting by ordinary resolution elect any person to be a director either to fill a casual vacancy or as an additional director.

Cumulative Voting	No cumulative voting for the election of directors unless so provided in the certificate of incorporation.	As permitted under Cayman Islands law, our Amended and Restated Memorandum and Articles do not provide for cumulative voting.

Directors’ Powers Regarding Bylaws	The certificate of incorporation may grant the directors the power to adopt, amend or repeal bylaws.	As permitted by Cayman Islands law, the memorandum and articles of association may only be amended by a special resolution of the shareholders.

Nomination and Removal of Directors and Filling Vacancies on Board	Shareholders may generally nominate directors if they comply with advance notice provisions and other procedural requirements in company bylaws. Holders of a majority of the shares may remove a director with or without cause, except in certain cases involving a classified board or if the company uses cumulative voting. Unless otherwise provided for in the certificate of incorporation, directorship vacancies are filled by a majority of the directors elected or then in office.	Nomination and removal of directors filling a casual vacancy are governed by the terms of the memorandum and articles of association.

Mergers and Similar Arrangements	Under Delaware law, with certain exceptions, a merger, consolidation, exchange or sale of all or substantially all the assets of a corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. Under Delaware law, a shareholder of a corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which such shareholder may receive cash in the amount of the fair value of the shares held by such shareholder (as determined by a court) in lieu of the consideration such shareholder would otherwise receive in the transaction.	The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (b) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. The plan must be filed with the Registrar of Companies in the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the shareholders and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.

				●	the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;

				●	the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and

				●	the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.

	Delaware	Cayman Islands
		The Companies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of dissentient minority shareholder upon a tender offer. When a tender offer is made and accepted by holders of not less than ninety percent (90%) of the shares affected, the offeror may, within a two-month period after the approval by the said holders, require the holders of the remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands. If an arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Shareholder Suits	Class actions and derivative actions generally are available to shareholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court generally has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action.	In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of the company to challenge actions where:

				●	a company acts or proposes to act illegally or ultra vires;

				●	the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and

				●	those who control the company are perpetrating a “fraud on the minority”.

	Delaware	Cayman Islands
Shareholder Proposals	Unless provided in the corporation’s certificate of incorporation or bylaws, Delaware law does not include a provision restricting the manner in which shareholders may bring business before a meeting.	The Companies Act does not provide shareholders with any right to requisition a general meeting or to put any proposal before a general meeting. However, our Amended and Restated Memorandum and Articles provide that extraordinary general meetings shall be convened on the requisition of one or more members holding, at the date of deposit of the requisition, shares carrying in aggregate not less than one-third (1/3) of all votes attaching to all the issued and outstanding shares of our Company that carry the right to vote at general meetings.

Approval of Corporate Matters by Written Consent	Delaware law permits shareholders to take action by written consent signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting of shareholders.	Our Amended and Restated Memorandum and Articles provide that any action required or permitted to be taken at general meetings of our Company may only be taken upon the vote of shareholders at general meeting and shareholders may approve corporate matters by way of a unanimous written resolution without a meeting being held.

Variation of rights of shares	Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise.	Subject to the Companies Act and without prejudice to our Amended and Restated Memorandum and Articles, if at any time the share capital of our Company is divided into different classes of shares, all or any of the special rights attached to any class of shares may (unless otherwise provided for by the terms of issue of the shares of that class) only be materially and adversely varied with the consent in writing of the holders of at least two-thirds of the issued shares of that class or with the sanction of an ordinary resolution passed at a separate meeting of the holders of the shares of that class.

Amendment of governing documents	Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.	As permitted by Cayman Islands law, the memorandum and articles of association may only be amended by a special resolution of the shareholders.

Calling of Special Shareholders Meetings	Delaware law permits the board of directors or any person who is authorized under a corporation’s certificate of incorporation or bylaws to call a special meeting of shareholders.	Our Amended and Restated Memorandum and Articles provide that our chairman or our directors may call general meetings. Extraordinary general meetings shall also be convened on the requisition of one or more of our shareholders holding, at the date of deposit of the requisition, shares carrying in aggregate not less than one-third (1/3) of all votes attaching to all the issued and outstanding shares of our Company that carry the right to vote at general meetings.

Dissolution; Winding Up	Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board of directors.	Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so. Under the Companies Act and our Amended and Restated Memorandum and Articles, our Company may be dissolved, liquidated or wound up by a special resolution of our shareholders.

Selling Shareholder	Class A Ordinary Shares Beneficially Owned Before the Offering		Class A Ordinary Shares to be Offered		Class A Ordinary Shares Beneficially Owned After the Offering
Xudong Yang		1,377,000		1,377,000		0
PIPE investors: Xu Haiyang, Tan Xiao, Pan Wuzheng and Zhong Youdi		2,001,000		2,001,000		0
Total		3,378,000		3,378,000		0

Securities/Purchaser	Date of Issuance	Number of Securities		Consideration
Ordinary Shares
Harneys Fiduciary (Cayman) Limited⁽¹⁾	February 21, 2024		1	USD 0.0001
Tse Shing Fung⁽²⁾	February 29, 2024		1	USD 0.0001
Fung & Tun Limited	June 14, 2024		11,499,998	USD 1,150
Main Works International Limited	June 14, 2024		500,000	HKD 650,000
Vision Win Enterprises Limited	June 14, 2024		500,000	HKD 650,000
Mr. Xudong Yang(3)	August 12, 2026		1,377,000	20% equity interest in Beta
PIPE investors (Xu Haiyang, Tan Xiao, Pan Wuzheng and Zhong Youdi)(4)	October 5, 2026		667,000	USD1,000,500
PIPE investors (Series A and Series B Warrants)(4)	October 5, 2026		1,334,000	No separate consideration

	(2)	On March 25, 2024, Tse Shing Fung transferred one (1) Ordinary Share to Fung & Tun Limited.
	(3)	On August 12, 2026, the Company issued an aggregate of 1,377,000 Class A Ordinary Shares as consideration in connection with the share swap transaction involving Beta Beteiligungs und Besitz GmbH. The business address of Mr. Xudong Yang is No. 11, Group 5, Weijia Village, Washi Town, Yantan District, Zigong City, Sichuan Province, China.
	(4)	On October 5, 2026, the Company completed a private placement with four investors, issuing an aggregate of 667,000 Class A Ordinary Shares at US$1.50 per share, together with Series A Warrants to purchase up to 667,000 Class A Ordinary Shares at US$1.30 per share and Series B Warrants to purchase up to 667,000 Class A Ordinary Shares at US$1.10 per share. The Warrants are exercisable for cash only until October 5, 2028.

Exhibit Number		Description of Exhibit
3.1		Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 6-K furnished to the SEC on August 6, 2026, File No. 001-42728).
4.1		Specimen certificate evidencing Ordinary Shares (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 7, 2024 (File No. 333-283046; accession No. 0001213900-24-095137)).
5.1*		Opinion of Harney Westwood & Riegels regarding the validity of the Ordinary Shares being registered
10.1		Form of Indemnification Agreement between the registrant and its officers and directors (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 7, 2024 (File No. 333-283046; accession No. 0001213900-24-095137)).
10.2		Form of Director Agreement between the registrant and its directors (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 7, 2024 (File No. 333-283046; accession No. 0001213900-24-095137)).
10.3		Form of Independent Director Agreement between the registrant and its independent directors (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 7, 2024 (File No. 333-283046; accession No. 0001213900-24-095137)).
10.4		Form of Employment Agreement between the registrant and its officers (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 7, 2024 (File No. 333-283046; accession No. 0001213900-24-095137)).
10.5		Office Lease Contract by and amongst Tse Chun Yuen, Tse Chun Kuen, Or So Lan, Yapp Ngi Yang and Masontech Limited dated April 1, 2024 (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 20-F filed with the SEC on July 30, 2025, File No. 001-42728).
10.6		Office Lease Contract by and amongst Tse Chun Yuen, Tse Chun Kuen, Or So Lan, Yapp Ngi Yang and Masontech Limited dated April 1, 2025 (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 20-F filed with the SEC on July 30, 2025, File No. 001-42728).
10.7		Form of Director Agreement between the registrant and Jinyu Xie (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 20-F filed with the SEC on July 30, 2026, File No. 001-42728).
21.1		List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Amendment No. 1 to Form F-3, filed with the SEC on October 30, 2026 (File No. 333-299600; accession No. 0001185185-26-005097)
23.1*		Consent of J&S Associate PLT, an independent registered public accounting firm
23.2*		Consent of Harney Westwood & Riegels (included in Exhibit 5.1)
23.3		Consent of Mr. Lui Po Yuen (incorporated by reference to Exhibit 23.4 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 7, 2024, File No. 333-283046; accession No. 0001213900-24-095137).
23.4		Consent of Mr. Man Wing Wa (incorporated by reference to Exhibit 23.5 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 7, 2024, File No. 333-283046; accession No. 0001213900-24-095137).
23.5		Consent of Mr. Cheng Shing Yan (incorporated by reference to Exhibit 23.6 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 7, 2024, File No. 333-283046; accession No. 0001213900-24-095137).
24.1*		Power of Attorney (included on signature page)
99.1		Code of Business Conduct and Ethics (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 7, 2024 (File No. 333-283046; accession No. 0001213900-24-095137)).
99.2		Audit Committee Charter (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 7, 2024 (File No. 333-283046; accession No. 0001213900-24-095137)).
99.3		Nominating Committee Charter (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 7, 2024 (File No. 333-283046; accession No. 0001213900-24-095137)).
99.4		Compensation Committee Charter (incorporated by reference to Exhibit 99.4 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 7, 2024 (File No. 333-283046; accession No. 0001213900-24-095137)).
107*		Calculation of Filing Fee Table

	MASONGLORY Limited

	By:	/s/ Jinyu Xie
	Name:	Jinyu Xie
	Title:	Chief Executive Officer and Co-Chairman of the Board

Signature	Title	Date

/s/ Tse Shing Fung	Co-Chairman of the Board and Director	November 3, 2026
Name: Tse Shing Fung

/s/ Jinyu Xie	Chief Executive Officer and Co-Chairman of the Board	November 3, 2026
Name: Jinyu Xie

/s/ Tsoi Chi Hei	Chief Finance Officer	November 3, 2026
Name: Tsoi Chi Hei	(Principal Accounting and Financial Officer)

/s/ Lui Po Yuen	Independent Director	November 3, 2026
Name: Lui Po Yuen

/s/ Man Wing Wa	Independent Director	November 3, 2026
Name: Man Wing Wa

/s/ Cheng Shing Yan	Independent Director	November 3, 2026
Name: Cheng Shing Yan

/s/ Lam Ka Shun	Project Manager	November 3, 2026
Name: Lam Ka Shun

	Authorized U.S. Representative Cogency Global Inc.

	By:	/s/ Colleen A. De Vries
	Name:	Colleen A. De Vries
	Title:	Senior Vice President on behalf of Cogency Global Inc.

Yours faithfully

/s/ Harney Westwood & Riegels
Harney Westwood & Riegels