{"url_path":"/sec/febo/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 Directors, Senior Management and Key Employees**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1957001/0001493152-26-023280-index.html","accession_number":"0001493152-26-023280","cik":"0001957001","ticker":"FEBO","issuer_name":"Fenbo Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1957001/0001493152-26-023280-index.html","primary_entity_key":"0001957001","primary_entity_name":"Fenbo Holdings Ltd"},"word_count":4870,"has_tables":true,"body_markdown":"**Item\n6. Directors, Senior Management and Key Employees**\n\n \n\nOur\nBoard of Directors is the primary decision-making body of our Company, setting fundamental business strategies and policies for the management\nand operation of our Operating Subsidiaries’ businesses and monitoring their implementation.\n\n \n\n**Resignations\nof Officers and Directors**\n\n \n\nOn\nDecember 12, 2024, Mr. Li Siu Lun Allan resigned as our Chairman of the Board and Chief Executive Officer but remains as an Executive\nDirector. On December 12, 2024, the following members of the Board of Directors resigned and ceased to be directors of the Company (and\nany committees of the Board) (collectively, the “Director Resignations”): (1) Li Kin Shing, (2) Lai King Yan (Anthony), (3)\nTong Ching Ho (Tony), (4) Wong Siu Keung (Sony), and (5) Meng Derong.\n\n \n\nOn\nDecember 12, 2024, Fu Wai Yip (Freddy) resigned as the Company’s Chief Financial Officer. Effective April 25, 2025, Ms. Wang Xuefei\nwas appointed to the position of Chief Financial Officer.\n\n \n\nNone\nof the officers or directors resigned as a result of any disagreement with us on any matter relating to the operations, policies or practices\nof the Company.\n\n \n\n**Appointment\nof New Directors**\n\n* *\n\nOur\nBoard of Directors currently consists of seven directors, comprised of three Executive Directors and four Independent Non-Executive Directors.\n\n \n\n**Directors,\nSenior Management and Key Employees**\n\n** **\n\nOur\nBoard of Directors currently consists of seven directors, comprising three Executive Directors and four independent non-executive Directors.\nThe following table sets forth the names, ages, and titles of our directors, executive officers, and senior management/key personnel:\n\n \n\n**Name**\n \n**Age**\n \n**Title**\n\n \n \n \n \n \n\nExecutive Officers and Directors:\n \n \n \n \n\n \n \n \n \n \n\nHuang Hongwu\n \n57\n \nChief Executive Officer,\nPresident, Chief Operating Officer, Executive Director, and Chairman of the Board of Directors\n\nWang Xuefei\n \n51\n \nChief Financial Officer,\nTreasurer, Secretary, and Executive Director\n\nLi Siu Lun Allan\n \n52\n \nExecutive Director\n\n \n \n \n \n \n\nIndependent Non-Executive Directors:\n \n \n \n \n\n \n \n \n \n \n\nWang Zhiyong\n \n61\n \nIndependent Non-Executive Director\n\nWu Qiuxia\n \n50\n \nIndependent Non-Executive\nDirector\n\nZhang Peng\n \n42\n \nIndependent Non-Executive\nDirector\n\nDai Lei\n \n38\n \nIndependent Non-Executive Director\n\n \n \n \n \n \n\n**Key Personnel / Consultant**\n \n \n \n \n\n \n \n \n \n \n\nChiu Yat Chung Gary\n \n50\n \nMarketing Consultant to\nAIL\n\n \n\nNo\narrangement or understanding exists between any such director or officer and any other persons pursuant to which any director or executive\nofficer was elected as a director or executive officer. Our directors are elected annually and serve until their successors take office\nor until their death, resignation, or removal. The executive officers serve at the pleasure of the Board of Directors.\n\n \n\n**Executive\nOfficers and Directors**\n\n \n\n**HUANG\nHongwu**, aged 58, was appointed as the Chief Executive Officer, Chairman and Executive Director of the Company on December 12,\n2024 and as the President and Chief Operating Officer of the Company effective April 25, 2025. Mr. Huang has over 31 years of experience\nin corporate management. He has been the executive director of Shenzhen Dana New Material Technology Company Limited, a company manufacturing\n“Stable Self-cleaning Surface” coating since September 2023. Mr. Huang has been participating in fund investment projects\nmanaged by Shenzhen Fuchuan Investment Fund Management Co., Ltd since January 2020. Mr. Huang worked as the Chief Executive Officer,\nexecutive director and legal representative of Kaimao Technology (Shenzhen) Company Limited, a company primarily engaged in the manufacture\nand sale of PMMA and high-quality glasses, from January 2009 to January 2018. Mr. Huang graduated from Guizhou Institute of Technology\nin July 1990 with a bachelor’s degree in engineering, majoring in silicate engineering.\n\n \n\n**WANG\nXuefei**, aged 52, was appointed as an Executive Director of the Company on December 12, 2024 and as the Chief Financial Officer,\nTreasurer and Secretary of the Company effective April 25, 2025. Ms. Wang has been working in Jiangsu Lianhong Textile Co., Ltd., a wool\nyarn and woolen sweater manufacturer, since July 1997 and is currently the assistant to the general manager, head of treasury management\nand warehouse in-charge. She is a certified management accountant in China and serves as the president of Zhangjiagang Live E-commerce\nAssociation. Ms. Wang graduated from Southeast University in July 2004 with a bachelor’s degree in accounting. See “Business\n– Legal Proceedings.”\n\n  \n\n65\n\n \n\n \n\n**LI\nSiu Lun Allan**, aged 53, was appointed as an Executive Director of the Company on October 17, 2022 and also served as the Chief\nExecutive Officer and Chairman of the Board of Directors of the Company from October 17, 2022 until his resignation from those positions\neffective December 12, 2024. Since September 1998, Mr. Li has served as a director of Fenbo Industries Limited and since June 2021 as\na director of Able Industries Limited. He has over 20 years of marketing, administration and operating experience at Fenbo Industries\nLimited. Mr. Li attended the Faculty of Applied Sciences at Simon Fraser University, B.C. Canada, from September 1994 until December\n1996. Mr. Li is the son of Mr. Li Kin Shing, founder of the Group.\n\n** **\n\n**Independent\nNon-Executive Directors**\n\n \n\n**WANG\nZhiyong**, aged 62, was appointed as an Independent Non-Executive Director of the Company on December 12, 2024. Mr. Wang is the\nChairman of the Nomination Committee and a member of the Audit and Compensation Committees. Mr. Wang has been working in Jiangxi Xinsheng\nInvestment Co. Ltd., an investment fund focusing on private and public equity investments, since November 2011 and is currently its deputy\ngeneral manager. Mr. Wang has more than 15 years of experience in the optical photonics production and managing research and development\nfocused enterprises, especially for setting up new enterprises, personnel recruitment and training and intelligent manufacturing production\nmanagement. Mr. Wang graduated from Nanjing University of Aeronautics and Astronautics (formerly known as Nanjing Aviation College) in\nJuly 1988 with a bachelor’s degree in electronic engineering, with a major in radio communication.\n\n \n\n**WU\nQiuxia**, aged 51, was appointed as an Independent Non-Executive Director of the Company on December 12, 2024. She has more than\n14 years’ experience in corporate management especially in the areas of finance, human resources and office administration. Ms.\nWu joined Jiangsu Lianhong Textile Co. Ltd., a wool yarn and woolen sweater manufacturer, in December 1995 and has been the Director\nof Office since December 2021. Ms. Wu obtained a certificate of township management (financial management) from the Central Radio and\nTelevision University in January 2006.\n\n \n\n**ZHANG\nPeng**, aged 43, was appointed as an Independent Non-Executive Director of the Company on December 12, 2024. Mr. Zhang is the Chairman\nof the Audit Committee, and a member of the Nomination and Compensation committees. He has been an investment director of Dongguan Juming\nElectronic Technology Co. Ltd., a company principally engaged in the production of water proven switch and touch switch for mobile phones,\nsince January 2024. Mr. Zhang worked as an investment banker in Guosen Securities Co. Limited from May 2020 to December 2023 and Great\nWall Securities Co. Ltd. from July 2017 to April 2020. Mr. Zhang graduated from Jiangxi University of Finance and Economics with a bachelor’s\ndegree in accounting in July 2006 and a master’s degree in accounting in January 2009. He has been a non-practicing certified public\naccountant of The Chinese Institute of Certified Public Accountants since December 2010 and has been a member of the Association of Chartered\nCertified Accountants (ACCA) since November 2016.\n\n \n\n**DAI\nLei,** aged 39, was appointed as an Independent Non-Executive Director of the Company on December 12, 2024. Mr. Dai is the Chairman\nof the Compensation Committee and a member of the Audit and Nomination Committees. He has worked in Jiangsu Guorui Law Firm since July\n2010 and is now the firm’s executive director. He also serves as a member of the Jiangsu County Lawyers Development Committee and\nthe Internet and Digital Economy Committee of the Suzhou Lawyers Association. Mr. Dai graduated from the law school of Nanjing University\nin June 2010 with a bachelor’s degree.\n\n \n\n**Key\nPersonnel / Consultant**\n\n \n\n**Mr.\nChiu Yat Chung (Gary)***,*aged 51, has served as AIL’s Marketing Consultant since April 2021 and from November 2005\nuntil March 2021, he served as a director of AIL. Mr. Chiu received a bachelor’s degree in industrial engineering from the University\nof Hong Kong in 1999 and a master’s degree in manufacturing engineering from the Polytechnic University, Hong Kong in 2003.\n\n \n\n66\n\n \n\n \n\n**Committees\nof the Board of Directors**\n\n** **\n\nOur\nBoard of Directors has established an audit committee, a compensation committee, and a nomination committee, each of which will operate\npursuant to a charter adopted by our Board of Directors. The Board of Directors may also establish other committees from time to time\nto assist our Company and the Board of Directors. The composition and functioning of all our committees comply with all applicable requirements\nof the Sarbanes-Oxley Act of 2002, Nasdaq and SEC rules and regulations, if applicable. Each committee’s charter is available on\nour website at http://www.fenbo.com. The reference to our website address does not constitute incorporation by reference of the information\ncontained on or available through our website, and you should not consider it to be part of this Annual Report.\n\n \n\n**Audit\ncommittee**\n\n \n\nWang\nZhiyong, Zhang Peng and Dai Lei, all of whom are Independent Non-Executive Directors, serve on the audit committee, which is chaired\nby Zhang Peng. Our Board of Directors has determined that each is “independent” for audit committee purposes as that term\nis defined by the rules of the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters to serve on the\naudit committee. Our Board of Directors has designated Mr. Zhang Peng as an “audit committee financial expert,” as defined\nunder the applicable rules of the SEC. The audit committee’s responsibilities include:\n\n \n\n●\nappointing, approving the\ncompensation of and assessing the independence of our independent registered public accounting firm;\n\n \n \n\n●\npre-approving auditing\nand permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting\nfirm;\n\n \n \n\n●\nreviewing the overall audit\nplan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;\n\n \n \n\n●\nreviewing and discussing\nwith management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures\nas well as critical accounting policies and practices used by us;\n\n \n \n\n●\ncoordinating the oversight\nand reviewing the adequacy of our internal control over financial reporting;\n\n \n \n\n●\nestablishing policies and\nprocedures for the receipt and retention of accounting-related complaints and concerns; recommending, based upon the audit committee’s\nreview and discussions with management and our independent registered public accounting firm, whether our audited financial statements\nshall be included in our Annual Report on Form 20-F;\n\n \n \n\n●\nmonitoring the integrity\nof our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements\nand accounting matters;\n\n \n \n\n●\npreparing the audit committee\nreport required by SEC rules to be included in our annual proxy statement;\n\n \n \n\n●\nreviewing all related person\ntransactions for potential conflict of interest situations and approving all such transactions;\n\n \n \n\n●\ncontinuously engaging in\nthe analysis of and review for any potential cybersecurity risks as part of the Company’s overall risk management program;\nand\n\n \n \n\n●\nreviewing earnings releases.\n\n \n\n**Amendment\nto audit committee charter.**On April 16, 2024, our Board of Directors authorized and approved an amendment to the Audit Committee\nCharter (the “Audit Committee Charter”) pursuant to which it adopted a cybersecurity policy (the “Cybersecurity Policy”)\nand further approved that the Audit Committee will have full authority and powers to implement the Cybersecurity Policy. The Audit Committee\nCharter provides the members of the Audit Committee with authorization and authority to conduct continuous analysis of and review for\nany potential cybersecurity risks as part of the Company’s overall risk management program and to create a cyber-resilient organization,\nwhich will contribute to the value preservation of the Company. The Audit Committee Charter further provides authority and responsibility\nto the members of the Audit Committee to: (i) understand the economic drivers and impact of cyber risk, including the financial impact\non our Company; (ii) align cyber-risk management policies with our business needs by integrating cyber-risk analysis into significant\nbusiness decisions; (iii) ensure our organizational structure supports cybersecurity goals; and (iv) incorporate cybersecurity expertise\ninto Board governance.\n\n** **\n\n****\n\n67\n\n \n\n** ** \n\n**Compensation\ncommittee**\n\n \n\nWang\nZhiyong, Zhang Peng and Dai Lei, all of whom are Independent Non-Executive Directors, serve on the compensation committee, which is chaired\nby Dai Lei. Our Board of Directors has determined that each such member satisfies the “independence” requirements of Rule\n5605(a)(2) of the Listing Rules of the Nasdaq Stock Market. The compensation committee’s responsibilities include:\n\n \n\n●\nevaluating the performance\nof our Chief Executive Officer in light of our Company’s corporate goals and objectives and based on such evaluation: (i) recommending\nto the Board of Directors the cash compensation of our Chief Executive Officer; and (ii) reviewing and approving grants and awards\nto our Chief Executive Officer under equity-based plans;\n\n \n \n\n●\nreviewing and recommending\nto the Board of Directors the cash compensation of our other executive officers;\n\n \n \n\n●\nreviewing and establishing\nour overall management compensation, philosophy and policy;\n\n \n \n\n●\noverseeing and administering\nour compensation and similar plans;\n\n \n \n\n●\nreviewing and approving\nthe retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters and evaluating\nand assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable\nNasdaq rules;\n\n \n \n\n●\nretaining and approving\nthe compensation of any compensation advisors;\n\n \n \n\n●\nreviewing and approving\nour policies and procedures for the grant of equity-based awards;\n\n \n \n\n●\nreviewing and recommending\nto the Board of Directors the compensation of our directors;\n\n \n \n\n●\nReviewing and determining\nthe necessity for recovery of certain incentive compensation previously paid to the Company’s officers and directors in the\nevent of a restatement of the Company’s financial statements for any fiscal year; and\n\n \n \n\n●\npreparing the compensation\ncommittee report required by SEC rules, if and when required.\n\n \n\n**Amendment\nto compensation committee charter.**On April 16, 2024, our Board of Directors authorized and approved an amendment to the Compensation\nCommittee Charter (the “Compensation Committee Charter”) pursuant to which it adopted a compensation recovery policy (the\n“Compensation Recovery Policy”) and further approved that the Compensation Committee will have full authority and powers\nto implement the Compensation Recovery Policy. The Compensation Committee Charter provides the members of the Compensation Committee\nwith authorization and authority to carry out such duties and responsibilities associated with the Compensation Recovery Policy. The\nCompensation Committee shall, in the event of a restatement of the Company’s financial statements, have the authority and power\nto: (i) determine such executive officers who served at any time during the performance period for the incentive-based compensation;\n(ii) determine the relevant recovery period; (iii) determine the amount of incentive-based compensation that must be subject to the Company’s\nCompensation Recovery Policy and establish procedures for recovery; (iv) maintain documentation of the above-referenced determinations;\nand (v) prepare and have filed all disclosures with respect to the Compensation Recovery Policy in accordance with U.S. securities laws,\nincluding the disclosure required by the applicable SEC filings.\n\n \n\n68\n\n \n\n** **\n\n**Nomination\ncommittee**\n\n \n\nWang\nZhiyong, Zhang Peng and Dai Lei, all of whom are Independent Non-Executive Directors, serve on the nomination committee, which will be\nchaired by Wang Zhiyong. Our Board of Directors has determined that each member of the nomination committee is “independent”\nas defined in applicable Nasdaq rules. The nomination committee’s responsibilities include:\n\n \n\n●\ndeveloping and recommending\nto the Board of Directors criteria for Board and committee membership;\n\n \n \n\n●\nestablishing procedures\nfor identifying and evaluating director candidates, including nominees recommended by shareholders; and\n\n \n \n\n●\nreviewing the composition\nof the Board of Directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us.\n\n \n\nWhile\nwe do not have a formal policy regarding board diversity, our nomination committee and Board of Directors will consider a broad range\nof factors relating to the qualifications and background of nominees, which may include diversity (not limited to race, gender or national\norigin). Our nomination committee’s and Board of Directors’ priority in selecting Board members is identification of persons\nwho will further the interests of our shareholders through their established record of professional accomplishment, ability to contribute\npositively to the collaborative culture among Board members, knowledge of our business, understanding of the competitive landscape and\nprofessional and personal experience and expertise relevant to our growth strategy.\n\n \n\n**Foreign\nPrivate Issuer Status**\n\n \n\nThe\nNasdaq listing rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such\nas us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards\nof Nasdaq Markets. The application of such exceptions requires that we disclose each Nasdaq Markets corporate governance standard that\nwe do not follow and describe the Cayman Islands corporate governance practices we do follow in lieu of the relevant Nasdaq Markets corporate\ngovernance standard. However, we currently follow the Nasdaq Markets corporate governance standards listed below with the exception of\nthe independent directors’ regularly scheduling meetings with only the independent directors present:\n\n \n\n●\nthe majority independent\ndirector requirement under Section 5605(b)(1) of the Nasdaq Marketplace Listing rules;\n\n \n \n\n●\nthe requirement under Section\n5605(d) of the Nasdaq Marketplace Listing Rules that a compensation committee comprised solely of independent directors governed\nby a compensation committee charter oversee executive compensation;\n\n \n \n\n●\nthe requirement under Section\n5605(e) of the Nasdaq Marketplace Listing Rules that director nominees be selected or recommended for selection by either a majority\nof the independent directors or a nominations committee comprised solely of independent directors;\n\n \n \n\n●\nthe Shareholder Approval\nRequirements under Section 5635 of the Nasdaq Marketplace Listing Rules; and\n\n \n \n\n●\nthe requirement under Section\n5605(b)(2) of the Nasdaq Marketplace Listing Rules that the independent directors have regularly scheduled meetings with only the\nindependent directors present.\n\n \n\n**Code\nof Conduct and Code of Ethics**\n\n \n\nWe\nhave adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our chief\nexecutive officer, chief financial officer, principal accounting officer or controller or persons performing similar functions. A current\ncopy of this code is posted on the Corporate Governance section of our website, which is located at http://www.fenbo.com. The information\non our website is deemed not to be incorporated in or to be a part of this Annual Report. We intend to disclose any amendments to the\ncode of ethics, and any waivers of the code of ethics or the code of conduct for our directors, executive officers and senior finance\nexecutives, on our website to the extent required by applicable U.S. federal securities laws and the Nasdaq corporate governance rules.\n\n \n\n69\n\n \n\n \n\n**Compensation\nof Directors and Senior Management/Executive Personnel**\n\n \n\nOur\ndirectors and members of our senior management receive compensation in the form of salaries, allowances, bonuses and other benefits-in-kind,\nincluding our contribution to the pension scheme. Our compensation committee determines the salaries of our directors and members of\nour senior management based on their qualifications, positions and seniority.\n\n \n\nNotwithstanding\nthe below compensation table: (i) no remuneration was paid to our directors or the five highest paid individuals as an inducement to\njoin, or upon joining, our Group; (ii) no compensation was paid to, or receivable by, our directors or past directors or the five highest\npaid individuals during the fiscal years ended December 31, 2025, 2024 and 2023 for the loss of office as director of any member of our\nGroup or of any other office in connection with the management of the affairs of any member of our Group; and (iii) except Mr. Meng,\nthe former co-chairman of the Board and independent nonexecutive director, waiving his director’s fee for the period from January\n1, 2024 to December 12, 2024, none of our directors waived any emoluments during the same period. Notwithstanding the below compensation\ntable, no director has been paid in cash or shares or otherwise by any person either to induce him to become, or to qualify him as a\ndirector, or otherwise for service rendered by him in connection with the promotion or formation of us.\n\n \n\nThe\nfollowing table summarizes all compensation received by our current and previous directors, executive officers and key employees during\nthe years ended December 31, 2025, 2024, and 2023.\n\n \n\n**Summary\nCompensation Table**\n\n \n\n \n \n**Compensation\nPaid**\n\n**Name\nand Principal Position**\n \n**Year**\n \n\n**Salary**\n\n**(HK’000)**\n\n \n \n\n**Bonus**\n\n**(HK’000)**\n\n \n \n\n**Other**\n\n**Compensation(1)\n(HK’000)**\n\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n\n**Current\nExecutive Officers, Directors and Key Employees / Consultants**\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nHuang\nHongwu, Chief Executive Officer, President, Chief Operating Officer,\n \n2025\n \n \nNil\n \n \n \nNil\n \n \n \nNil\n \n\nExecutive\nDirector and Chairman of the\n \n2024\n \n \nNil\n \n \n \nNil\n \n \n \nNil\n \n\nBoard\n(2)\n \n2023\n \n \nNil\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nWang\nXuefei, Chief Financial Officer, Treasurer, Secretary\n \n2025\n \n \nNil\n \n \n \nNil\n \n \n \nNil\n \n\nand\nExecutive Director (2)\n \n2024\n \n \nNil\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n2023\n \n \nNil\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nLi\nSiu Lun Allan, Executive Director and\n \n2025\n \n \n1,971\n \n \n \nNil\n \n \n \n18\n \n\nFormer\nChief Executive Officer and Chairman of the Board (3)\n \n2024\n \n \n1,671\n \n \n \nNil\n \n \n \n18\n \n\n \n \n2023\n \n \n1,063\n \n \n \n300\n \n \n \n18\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nWang\nZhiyong, Independent Non-Executive Director (2)\n \n2025\n \n \nNil\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n2024\n \n \nNil\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n2023\n \n \nNil\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nWu\nQiuxia, Independent Non-Executive\n\nDirector\n(2)\n\n \n2025\n \n \nNil\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n2024\n \n \nNil\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n2023\n \n \nNil\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nZhang\nPeng, Independent Non-Executive Director (2)\n \n2025\n \n \nNil\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n2024\n \n \nNil\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n2023\n \n \nNil\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nDai\nLei, Independent Non-Executive Director (2)\n \n2025\n \n \nNil\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n2024\n \n \nNil\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n2023\n \n \nNil\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nChiu\nYat Chung Gary, Marketing Consultant (4)\n \n2025\n \n \nNil\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n2024\n \n \nNil\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n2023\n \n \nNil\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n**Former\nExecutive Officers and Directors**\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nLi\nKin Shing,\n \n2025\n \n \n1,800\n \n \n \nN/A\n \n \n \nN/A\n \n\nFormer\nExecutive Director (5)\n \n2024\n \n \n2,540\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n2023\n \n \n1,658\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nFu\nWai Yip (Freddy),\n \n2025\n \n \nN/A\n \n \n \nN/A\n \n \n \nN/A\n \n\nFormer\nChief Financial Officer (6)\n \n2024\n \n \n266\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n2023\n \n \n23\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nLai\nKing Yan (Anthony),\n \n2025\n \n \nN/A\n \n \n \nN/A\n \n \n \nN/A\n \n\nFormer\nIndependent Non-Executive\n \n2024\n \n \n221\n \n \n \nNil\n \n \n \nNil\n \n\nDirector(7)\n \n2023\n \n \n20\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nTong\nChing Ho (Tony),\n \n2025\n \n \nN/A\n \n \n \nN/A\n \n \n \nN/A\n \n\nFormer\nIndependent Non-Executive Director (7)\n \n2024\n \n \n221\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n2023\n \n \n20\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nWong\nSiu Keung (Sony),\n \n2025\n \n \nN/A\n \n \n \nN/A\n \n \n \nN/A\n \n\nFormer\nIndependent Non-Executive Director (7)\n \n2024\n \n \n221\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n2023\n \n \n20\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nDerong\nMeng, Former Co-Chairman of the Board and Independent Non-Executive\n \n2025\n \n \nN/A\n \n \n \nN/A\n \n \n \nN/A\n \n\nDirector\n(8)\n \n2024\n \n \n186\n \n \n \nNil\n \n \n \nNil\n \n\n \n \n2023\n \n \nNil\n \n \n \nNil\n \n \n \nNil\n \n\n \n\n(1)\nOther compensation is any employer’s contribution to social security.\n\n \n\n70\n\n \n\n \n\n(2)\nAppointed to the Board of Directors effective December 12, 2024.\n\n \n\n(3)\nCompensation for Li Siu Lun Allan for the years ended December 31, 2025, 2024 and 2023 was paid by FIL, a wholly owned subsidiary of\nFEBO and FEBO together. Li Siu Lun Allan resigned as Chief Executive Officer and Chairman of the Board effective December 12, 2024, but\nremains an Executive Director of the Company.\n\n \n\n(4)\nChiu Yat Chung Gary has served as AIL’s Marketing Consultant since April 2021.\n\n \n\n(5)\nCompensation for Li Kin Shing was paid by FIL, AIL, both wholly owned subsidiaries of FEBO, and FEBO together for the years ended December\n31, 2024 and 2023. Li Kin Shing resigned as an Executive Director effective December 12, 2024.\n\n \n\n(6)\nFu Wai Yip (Freddy) was appointed as Chief Financial Officer of FEBO on December 6, 2022 and resigned from that position effective December\n12, 2024.\n\n \n\n(7)\nLai King Yan (Anthony), Tong Ching Ho (Tony) and Wong Siu Keung (Sony) were appointed as Independent Non-Executive Directors effective\nwith the closing of our initial public offering on December 1, 2023 and all resigned from the Board of Directors effective December 12,\n2024.\n\n \n\n(8)\nDerong Meng was appointed as the Co-Chairman and an Independent Non-Executive Director effective January 1, 2024 and resigned from the\nBoard of Directors effective December 12, 2024.\n\n \n\n**Compensation\nRecovery Policy**\n\n \n\nAs\nrequired pursuant to the listing standards of the Nasdaq Listing Rules, Rule 10D under the Exchange Act, and Rule 10D-1 under the Exchange\nAct, the Compensation Committee of the Board of Directors has adopted a compensation recovery policy, also known as a clawback policy\n(the “Compensation Recovery Policy”), effective December 1, 2023. The Compensation Recover Policy requires the Company to\nrecover the incremental portion of the incentive-based compensation received by such officer that was in excess of the amount they would\nhave received had their incentive compensation been determined based on the restated financial statements. Such events requiring a restatement\nof financial statements would be due to the material noncompliance of the Company with any financial reporting requirements under the\nsecurities laws, including any required accounting restatement to correct an error in previously issued financial statements that is\nmaterial to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in\nthe current period or left uncorrected in the current period.\n\n \n\n**Mandatory\nProvident Fund**\n\n \n\nThe\nmandatory provident fund (the “MPF”) is a compulsory saving scheme (pension fund) for the retirement of residents in Hong\nKong. Most employees and their employers are required to contribute monthly to mandatory provident fund schemes provided by approved\nprivate organizations, according to their salaries and the period of employment. The Mandatory Provident Fund was implemented in December\n2000 following the enactment of the Mandatory Provident Fund Schemes Ordinance on July 27, 1995. The MPF Schemes Authority (MPFA) is\ncharged with supervising the provision of MPF schemes - it registers schemes and ensures that approved trustees administer schemes prudently,\nensuring compliance including inspections, audits, and investigations.\n\n \n\nThe\nMPF system is mandatory for all employees in Hong Kong who have an employment contract of 60 days or more and also applies also to self-employed\npersons. Under the MPF, the choice of the scheme is the responsibility of the employer (for which the legislation defines three types):\n(i) master trust scheme; (ii) employer sponsored scheme; or (iii) industry scheme. The scheme operates on the principle of fully funded\ndefined contributions into a privately managed plan fund contributed by employers and employees managed as a trust, which compartmentalizes\nfund assets from those of the manager. Investment decisions are delegated to a trustee in the private sector.\n\n \n\nFIL,\nour Operating Subsidiary in Hong Kong, implemented an MPF with a major international assurance company to provide retirement benefits\nfor its employees. All permanent full-time employees are eligible to join the MPF. Eligible employees of the MPF and the employer’s\ncontributions to the MPF are each at 5% of the eligible employee’s monthly salary and are subject to a maximum mandatory contribution\nof HKD1,500 (US$192) monthly.\n\n \n\nPursuant\nto the relevant PRC regulations, the Group is required to make contributions for each employee, at rates based upon the employee’s\nsalary base as determined by the local social security bureau, to a defined contribution retirement scheme organized by the local social\nsecurity bureau in respect of the retirement benefits for FPPF’s employees in the PRC.\n\n \n\nThe\ncontributions to the MPF are recognized as employee benefit expense when they are due and are charged to the consolidated statement\nof income (loss). The total contributions to the MPF of our Operating Subsidiaries in Hong Kong for the fiscal years ended December\n31, 2025, 2024 and 2023 amounted to approximately HKD18,000, HKD30,020, and HKD63,830, respectively. FIL has no\nother obligation to make payments in respect of retirement benefits of the employees.\n\n \n\n71\n\n \n\n \n\n**Directors’\nAgreements**\n\n \n\nEach\nof our directors has entered into a Director’s Agreement with the Company effective as of December 12, 2024. The terms and conditions\nof each such Director’s Agreement are similar in all material aspects. Each Director’s Agreement is for an initial term of\none year and will continue until the director’s successor is duly elected and qualified. Each director will be up for re-election\neach year at the annual shareholders’ meeting and, upon re-election, the terms, and provisions of his or her Director’s Agreement\nwill remain in full force and effect. Any Director’s Agreement may be terminated for any or no reason by the director or at a meeting\ncalled expressly for that purpose by a vote of the shareholders holding more than 50% of the Company’s issued and outstanding Ordinary\nShares entitled to vote.\n\n \n\nOther\nthan as disclosed above, none of our directors has entered into a service agreement with our Company or any of our subsidiaries that\nprovides for benefits upon termination of employment.\n\n \n\n**Family\nRelationships**\n\n \n\nNone\nof the directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.\n\n \n\n**Employment\nAgreements**\n\n \n\nOn\nDecember 6, 2022, FHL entered into a letter agreement with Mr. Li Siu Lun Allan, our Executive Director, in accordance with the\nfollowing terms and provisions: (i) payment of a monthly salary of US$3,000 payable at the end of each month, which commenced on\nDecember 1, 2023, the date the closing of the Company’s IPO; (ii) a discretionary performance bonus determined by the\ncompensation committee and/or the board at the end of the fiscal year; and (ii) either party shall have a right to terminate the\nagreement by giving to the other party not less than six months’ notice in writing.\n\n \n\n**Indemnification\nAgreements**\n\n \n\nWe\nhave entered into indemnification agreements with each of our newly appointed directors and executive officers. Under these agreements,\nwe agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection\nwith claims made by reason of their being a director or officer of our Company.\n\n \n\nInsofar\nas indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling\nus under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy\nas expressed in the Securities Act and is therefore unenforceable.\n\n \n\n72"}