{"url_path":"/sec/mb/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/2027265/0001493152-26-023479-index.html","accession_number":"0001493152-26-023479","cik":"0002027265","ticker":"MB","issuer_name":"MASTERBEEF GROUP","edgar_url":"https://www.sec.gov/Archives/edgar/data/2027265/0001493152-26-023479-index.html","primary_entity_key":"0002027265","primary_entity_name":"MASTERBEEF GROUP"},"word_count":6909,"has_tables":true,"body_markdown":"**ITEM\n6. DIRECTORS, SENIOR MANAGEMENT AND KEY EMPLOYEES**\n\n \n\n**Directors,\nDirector Nominees, and Executive Officers**\n\n \n\nThe\nfollowing table sets forth the names, ages and positions of our Directors and Executive Officers:\n\n \n\n**Name**\n \nA**ge**\n \n**Position**\n\nOi Wai Chau\n \n33\n \nExecutive Director\n\nOi Yee Chau\n \n30\n \nExecutive Director\n\nTsz Kiu So\n \n34\n \nExecutive Director\n\nKa Chun Lam\n \n33\n \nChief Executive Officer\n\nShing Yan Lee\n \n35\n \nChief Operating Officer\n\nYin Yam Lam\n \n40\n \nChief Financial Officer\n\nLok Ming Leung\n \n54\n \nIndependent Director\n\nMan Fai Danny Liu\n \n57\n \nIndependent Director\n\nHiu Wa Chan\n \n46\n \nIndependent Director\n\nChung Fan Cheng\n \n45\n \nIndependent Director\n\n \n\nNo\narrangement or understanding exists between any such Director or Executive Officer and any other persons pursuant to which any Director\nor Executive Officer was elected as a Director or Executive Officer. Our Directors are elected annually and serve until their successors\ntake office or until their death, resignation or removal. The Executive Officers serve at the pleasure of our Board.\n\n \n\n**Board\nof Directors and Executive Officers**\n\n \n\n**Oi\nWai Chau (“Ms. K Chau”)**has over 10 years of experience in the food and beverage industry and has been serving as\na managing director of the Group since 2019, where she has successfully expanded the Group into multiple brands and implemented comprehensive\nstrategies that have led to increased revenue and profitability. Ms. K Chau builds and develops the Group’s brand identity and\noversees the entire marketing function, brand management, business development, public relations and cooperation of the Group. Ms. K\nChau is also responsible for managing the daily operations and providing corrective feedback while managing different teams across various\ndepartments, including project development, restaurant operations, and marketing, to ensure seamless coordination and collaboration.\nIn 2019, Ms. K Chau co-founded “Holy Meat”, a butcher retailing brand, and she implemented business strategies and monitored\nand coordinated workflows to optimize resources from 2019 to 2020 when she served as its managing director. From 2015 to 2020, Ms. K\nChau was the managing director of Siu Lam Management Limited, a company that operates “Siulam BBQ” barbecue site, where she\nmanaged the purchasing, sales, marketing, customer account operations and budgeting and has successfully rebranded Siulam BBQ into a\nwell-known barbecue site in Hong Kong by developing an all-encompassing marketing approach to boost visibility and appeal to a broader\nrange of customers. Since 2014, Ms. K Chau has been a director of Whitehead Management Limited, a company that operates “Whitehead\nBBQ” barbecue site in Hong Kong, where she established the barbecue site from scratch and was involved in site design, recruitment,\nmanagement of operational workflow, marketing campaigns and generating sales. Ms. K Chau received her bachelor’s degree in advertising\nand public relations from Edith Cowan University in Australia. Ms. K Chau is the elder sister of Ms. Oi Yee Chau and the spouse of Mr.\nKa Chun Lam.\n\n \n\n**Oi\nYee Chau (“Ms. E Chau”)** has 7 years of experience in the food and beverage industry. Ms. E Chau joined our Group\nin 2019 and has been responsible for overseeing the Group’s accounts, preparing statutory financial statements for entities under\nthe Group and analyzing and interpreting financial data to improve our management reporting system and financial performance. Since 2018,\nMs. E Chau has also been a director of Ocean First Container Storage Limited, a container warehouse operator in Hong Kong which provides\nself-storage services, where she is responsible for leading and managing a team of professionals across different departments, implementing\nan efficient system to ensure smooth operations and monitoring internal control processes. From April 2016 to July 2017, Ms. E Chau was\na passenger service officer at Hong Kong Airport Services Limited, a full-service ground handling service provider in Hong Kong, where\nshe was responsible for providing passenger reception and check-in services to passengers. Ms. E Chau received her bachelor’s degree\nin business, majoring in tourism and hospitality management and event management from Edith Cowan University in Australia. Ms. E Chau\nis the younger sister of Ms. K Chau.\n\n \n\n76\n\n \n\n \n\n**Tsz\nKiu So (“Ms. So”)**has over 10 years of experience in the food and beverage industry and hospitality management. Since\n2019, she has been a managing director of the Group where she has successfully established and launched the Group’s restaurant\nbusiness from scratch. Ms. So builds and develops the Group’s brand identity and oversees the entire supply chain, menu offerings\nand logistics pipelines to ensure smooth operations at all Group outlets. Ms. So is also responsible for managing different teams across\nvarious departments, including culinary, outlet operations and marketing, to ensure seamless coordination and collaboration. In 2019,\nMs. So co-founded “Holy Meat,” a butcher retailing brand, and she oversaw all aspects of the butcher retail operations, including\nprocurement, inventory management, product quality control, and customer service during the brand’s operation in 2019 to 2020.\nFrom 2015 to 2021, Ms. So was a director of Siu Lam Management Limited, a company that operates “Siulam BBQ” barbecue site\nin Hong Kong, where she managed the entire operations ,maintaining quality standards, and addressing any compliance and operational challenges.\nMs. So has also been a director of Whitehead Management Limited, a company that operates “Whitehead BBQ” barbecue site in\nHong Kong since March 2014, where she was responsible for developing the infrastructure, setting up the operational process, and subsequently\nmanaging the operations of the barbecue site. Ms. So received her bachelor’s degree in advertising and public relations from Edith\nCowan University in Australia.\n\n \n\n**Ka\nChun Lam (“Mr. R Lam”)** has 6 years of experience in the food and beverage industry and has been a managing director\nof the Group since 2019, where he oversees the Group’s restaurant operations, supply chain management, human resources and administration\nfunction. He is also responsible for strategic planning, brand management, business development and system building of the Group. Prior\nto that, Mr. R Lam gained experience of strategic sourcing in the magnetic recording heads industry, working as a buyer at SAE Magnetics\nLimited in Hong Kong from 2018 to 2019. Mr. R Lam has successfully developed strategies and aligned resources to grow the Group’s\nbusiness through expanding the Group’s restaurant network and market presence, while achieving operational efficiency optimization\nand enhancing customer engagement and satisfaction and data analytics capabilities. Mr. R Lam received his bachelor of business administration\nin global supply chain management degree from the Hong Kong Polytechnic University in Hong Kong. Mr. R Lam is the spouse of Ms. Oi Wai\nChau.\n\n \n\n**Shing\nYan Lee (“Mr. Lee”)** has over 10 years of hospitality management experience and has been a managing director of the\nGroup since 2019. In this role, Mr. Lee heads the purchasing department and is responsible for the smooth operation of the Group’s\ncentral kitchen and warehouse. He is also involved in driving the Group’s brand development initiatives and leading the purchasing\ndepartment to keep up with the Group’s development progress. Previously, from 2015 to 2018, Mr. Lee was a business development\ndirector of Popmach (Asia) Company Limited, where he led market expansion efforts in Hong Kong and Kuala Lumpur. Prior to that, Mr. Lee\ngained experience in the hospitality industry, working as a guest service officer at Royal View Hotel in Hong Kong from 2014 to 2015,\nand as a housekeeping supervisor at Cable Beach Club Resort and Spa in Broome, Australia from 2013 to 2014, as well as at Metro Group\n& Assoc. Pty Ltd in Perth, Australia from 2011 to 2013. Mr. Lee received his bachelor’s degree in hospitality management from\nEdith Cowan University in Australia. Mr. Lee is the spouse of Ms. Tsz Kiu So.\n\n \n\n**Yin\nYam Lam (“Mr. B Lam”)** has been our Chief Financial Officer since March 31, 2025. Mr. B Lam has over 15 years of experience\nin the audit, accounting and finance industry. From June 2015 to February 2025, Mr. B Lam held managerial positions including but not\nlimited to the financial controller and the finance manager of several Hong Kong listed companies, where he was responsible for, among\nothers, leading or supervising the accounting and finance function, managing the financial reporting of the listed companies, liaising\nwith external auditors for periodic review and audit, and handling other company secretarial matters. From November 2009 to June 2015,\nMr. B Lam worked in Ernst & Young in Hong Kong and his last position was manager in the assurance department, where he was responsible\nfor managing audit engagements of listed companies. Mr. B Lam has been registered as a certified public accountant of the Hong Kong Institute\nof Certified Public Accountants since March 2013. Mr. B Lam received his bachelor of business administration in professional accountancy\ndegree from the Chinese University of Hong Kong in Hong Kong.\n\n \n\n77\n\n \n\n \n\n**Independent\nNon-Employee Directors**\n\n \n\n**Lok\nMing Leung (“Mr. Leung”)** has served as an Independent Director since March 2025. Mr. Leung has over 30 years of experience in the accounting profession.\nHe has been the founding partner and director of Union Alpha CPA Limited, a firm of certified public accountants in Hong Kong, since March\n2002, where he is responsible for overseeing the firm’s corporate services and advisory, international taxation, and cross-border\ntransactions. Prior to founding Union Alpha CPA Limited, Mr. Leung held positions in both the private sector and the accounting profession\nin Hong Kong. Mr. Leung is a certified public accountant of the Hong Kong Institute of Certified Public Accountants, a fellow member of\nthe Association of Chartered Certified Accountants in the United Kingdom and a chartered tax adviser of the Taxation Institute of Hong\nKong. Mr. Leung also holds a bachelor of laws degree conferred by Peking University in the People’s Republic of China.\n\n \n\n**Man\nFai Danny Liu (“Mr. Liu”)**has served as an Independent Director since March 2025. Mr. Liu has over 30 years of experience\nin finance and accounting. He is and has been the executive director and chief financial officer of Fill Easy Limited, a company that\nprovides data analytics services across the Greater Bay Area in China and the Asia Pacific region, since June 2023. From June 2022 to\nMay 2023, Mr. Liu was a director at Provident Governance Services Limited, a company that provides professional compliance and secretarial\nservices, where he was involved in various assignments relating to SPAC acquisition due diligence review, ESG review and reporting, as\nwell as green financing initiatives. Prior to that, Mr. Liu was the executive director of Brilliant Light Group (formerly known as Elixir\nInternational Limited), an information communication technology company that was previously under Melco International Development Ltd\n(SEHK:0200), where he was responsible for all legal, accounting, administration and IT functions of the company. From March 2009 to June\n2010, Mr. Liu was the chief financial officer of Melco China Resorts (Holding) Limited (TSX:MCG) (currently known as Mountain China Resorts\nHolding Limited), a company engaged in the development and operation of ski mountain resorts and provision of hotel services with real\nestate development in China, where he was responsible for providing strategic leadership in steering and managing the financial discipline\nof the company. Prior to that, Mr. Liu was a regional finance director - Asia Pacific at Plantronics, Inc. (NYSE:POLY) (formerly known\nas Polycom, Inc.), an electronics company, from December 2004 to September 2006, and a finance controller responsible for the Asia Pacific\nregion at Oracle Corporation (NYSE:ORCL) (formerly known as Sun Microsystems, Inc.), a technology and software company, from January\n1999 to November 2004. Mr. Liu has been qualified as a member of the Institute of Chartered Accountants in England and Wales since December\n1994, and a fellow member of the Hong Kong Certified Public Accountants since February 2005. Mr. Liu received his master of business\nadministration degree from the University of Hong Kong, and his bachelor of economics and statistics degree with first class honors from\nthe University of Southampton in the United Kingdom.\n\n \n\n**Hiu\nWa Chan (“Ms. Chan”)** has served as an independent Director since March 2025. Ms. Chan has over 20 years of\nexperience in accounting. She is and has been the audit senior\nat Wallace Crooke, a firm of Chartered Accountants and Business Advisors in the United Kingdom, since July 2025, where she oversees\nthe planning and execution of audit engagements, carrying out and identifying risk areas, and finanlising all areas of audit\nassignments. Prior to that, she held the same position at Jerroms Business Solutions Limited, an accounting firm in the\nUnited Kingdom, with similar\nresponsibilities in managing audit processes and ensuring completion of all audit areas from October 2023 to July 2025. Ms. Chan was a business analyst manager at the Hong Kong office of KPMG from July 2014 to July 2023, where she was responsible for\ndeploying the globalized audit application to Asia Pacific member firms and providing regional day-to-day support to different\nstakeholders in adopting the application efficiently and effectively. From November 2012 to June 2014, Ms. Chan was an audit manager\nat C.K. Lo & Company, CPA, and from November 2011 to October 2012, she was an audit manager at Junius C.T. Lung & Co., CPA,\nwhere she provided quality audit service too small to medium-sized clients to comply with statutory reporting and tax filing\npurpose. Ms. Chan has been qualified as a member of the Hong Kong Institution of Certified Public Accountants since February 2012,\nand a member of the Association of Chartered Certified Accountants since July 2007. Ms. Chan received her bachelor of arts in\naccountancy degree from the Hong Kong Polytechnic University in Hong Kong.\n\n \n\n**Chung\nFan Cheng (“Mr. Cheng”)** has served as an Independent Director since March 2025. Mr. Cheng has over 20 years of experience\nin business operations and investment management, and he also has experience acting as a director for listed companies in the U.S. and\nHong Kong.  Mr. Cheng is and has been the chief operating officer of Hong Kong Development Paediatrices Centre since July\n2025, where is responsible for overall management of business oeprations and strategic growth. Mr. Cheng was the chief operations officer\nin Asia for Learning Jungle Singapore Pte. Ltd., a global provider of quality educational childcare from August 2024 to January 2025,\nwhere he spearheads the group’s Asia strategic development and business operations and oversees corporate-owned and franchisee school\noperations in Asia markets. Prior to that, Mr. Cheng was the chief investment officer\nat BlueTop Group Limited, an education services company, where he headed the group’s global strategic development predominantly\nin the United Arab Emirates, Singapore, mainland China, and Hong Kong for expansion and investment opportunities. From February 2022\nto August 2023, Mr. Cheng was a member of the board of directors and the chairman of the compensation committee of Genesis Unicorn Capital\nCorp. (NASDAQ:GENQ/ESGL), a special purpose acquisition company, in which he helped to identify and formalize the management team, raising\nUS$75 million in capital for acquisition. Mr. Cheng has also been a non-executive director of Tsui Wah Holdings Limited (SEHK:1314),\nwhich is engaged in the operation of restaurant chains in Hong Kong, mainland China, and internationally, since November 2016. From September\n2017 to September 2018, Mr. Cheng was the managing director of Sail Global Capital Limited, a financial service company that provides\nconsultancy services to companies seeking capital and expansion opportunities. From September 2016 to August 2017, Mr. Cheng was a director\nand responsible officer of Hao Tian International Securities Limited, a subsidiary of Aceso Life Science Group Limited (formerly known\nas Hao Tian Development Group Limited) (SEHK:474), a company that provides securities, asset management, wealth management and financing\nadvisory services. From April 2013 to September 2016, Mr. Cheng was an assistant vice president at KGI Asia Limited, a subsidiary of\nKGI Financial Holding Co., Ltd. (formerly known as China Development Financial Limited) (TPSE:2883), a company that provides wealth management,\nbrokerage, fixed income, and asset management services in Asia. Prior to that, Mr. Cheng was also an assistant vice president at Sun\nHung Kai Private Limited, a subsidiary of Sun Hung Kai & Co. Limited (SEHK:86) that provides private wealth advisory services for\nfamily offices, high net worth individuals and hedge funds, from January 2012 to November 2012, and an assistant vice president at Biocarbon\nCapital (Hong Kong) Limited, an investment advisory company, from July 2009 to August 2011. Mr. Cheng received his master of science\nin engineering enterprise management degree from the Hong Kong University of Science and Technology, and his bachelor of applied science\nin electrical engineering degree with first class honors from Queen’s University in Kingston, Canada.\n\n \n\n78\n\n \n\n \n\n**Family\nRelationships**\n\n \n\nOi\nWai Chau, an Executive Director of the Company, is the elder sister of Oi Yee Chau, also an Executive Director of the Company, and the\nspouse of Ka Chun Lam, the Chief Executive Officer of the Company. Tsz Kiu So, an Executive Director of the Company, is the spouse of\nShing Yan Lee, the Chief Operating Officer of the Company. Save as disclosed, none of our Directors or Executive Officers has a family\nrelationship as defined in Item 401 of Regulation S-K.\n\n \n\n**Compensation\nof Executive Directors and Executive Officers**\n\n \n\nThe\nfollowing table sets forth the summary compensation of our Executive Officers and Executive Directors for the financial years ended December\n31, 2025, 2024 and 2023:\n\n \n\n**Summary\nCompensation Table**\n\n \n\n  \nCompensation Paid  \n  \n\nName and Principal Position \n \nYear  \n\n**Salary**\n\n**(HK$)**\n  \n\n**Bonus**\n\n**(HK$)**\n \n\n  \n   \n   \n  \n\nOi Wai Chau, Executive Director \n 2025  \n 960,000.00  \n - \n\n  \n 2024  \n 960,000.00  \n 80,000.00 \n\n  \n 2023  \n 960,000.00  \n 320,000.00 \n\n  \n    \n    \n   \n\nOi Yee Chau, Executive Director \n 2025  \n 960,000.00  \n - \n\n  \n 2024  \n 960,000.00  \n 80,000.00 \n\n  \n 2023  \n 960,000.00  \n 320,000.00 \n\n  \n    \n    \n   \n\nTsz Kiu So, Executive Director \n 2025  \n 960,000.00  \n - \n\n  \n 2024  \n 908,852.00  \n 80,000.00 \n\n  \n 2023  \n 960,000.00  \n 320,000.00 \n\n  \n    \n    \n   \n\nKa Chun Lam, Chief Executive Officer \n 2025  \n 960,000.00  \n - \n\n  \n 2024  \n 960,000.00  \n 80,000.00 \n\n  \n 2023  \n 960,000.00  \n 320,000.00 \n\n  \n    \n    \n   \n\nShing Yan Lee, Chief Operating Officer \n 2025  \n 960,000.00  \n - \n\n  \n 2024  \n 960,000.00  \n 80,000.00 \n\n  \n 2023  \n 960,000.00  \n 320,000.00 \n\n  \n    \n    \n   \n\nYin Yam Lam, Chief Financial Officer(1) \n 2025  \n 1,039,388.71  \n - \n\n  \n 2024  \n -  \n - \n\n  \n 2023  \n -  \n - \n\n  \n    \n    \n   \n\nLok Ming Leung(2) \n 2025  \n 150,537.66  \n - \n\n  \n 2024  \n -  \n - \n\n  \n 2023  \n -  \n - \n\n  \n    \n    \n   \n\nMan Fai Danny Liu(2) \n 2025  \n 150,537.66  \n - \n\n  \n 2024  \n -  \n - \n\n  \n 2023  \n -  \n - \n\n  \n    \n    \n   \n\nHiu Wa Chan(2) \n 2025  \n 150,537.66  \n - \n\n  \n 2024  \n -  \n - \n\n  \n 2023  \n -  \n - \n\n  \n    \n    \n   \n\nChung Fan Cheng(2) \n 2025  \n 150,537.66  \n - \n\n  \n 2024  \n -  \n - \n\n  \n 2023  \n -  \n - \n\n \n\n(1)Mr. Yin Yam Lam\nwas appointed Chief Financial Officer effective March 31, 2025.\n\n(2)Messrs. Leung,\nLiu, Chan and Cheng were appointed Independent Directors effective March 31, 2025.\n\n \n\n79\n\n \n\n \n\n**Executive\nEmployment Agreements**\n\n** **\n\nEach of our Executive\nOfficers entered into an employment agreement among the Company, House of Talent Limited, an indirect subsidiary of the Company, and\nthe Executive Officer dated March 31, 2025. The employment agreements will continue in full force and effect unless terminated in accordance\nwith their provisions, which include death, for cause or pursuant to a 30 day notice from either party. In general, the provisions of\neach employment agreement provide for a base salary and performance incentives, which may take any form as determined by the Board of\nDirectors, including under a share option scheme if adopted by the Board of Directors. Each employment agreement also contains a six\nmonth anti-compete clause. The specific terms of each employment agreement are set forth below.\n\n \n\n**Yin\nYam Lam Employment Agreement.**The Company entered into an employment agreement with Yin Yam Lam pursuant to which he is employed\nas our Chief Financial Officer (the “Lam Employment Agreement”). The Lam Employment Agreement provides for a monthly base\nsalary of HK$117,000.\n\n \n\n**Ka\nChun Lam Employment Agreement.**The Company entered into an employment agreement with Ka Chun Lam pursuant to which he is employed\nas our Chief Executive Officer (the “K Lam Employment Agreement”). The K Lam Employment Agreement originally provided for\na monthly base salary of HK$80,000 payable on or before the 7th day of each month. On March 10, 2026, based on the recommendation\nof the Compensation Committee, the Board of Directors increased Ka Chun Lam’s annual base salary to HK$1,104,000 payable in monthly\namounts of HK$92,000 on or before the 7th day of each month commencing March 1, 2026.\n\n \n\n**Shing\nYan Lee Employment Agreement.**The Company entered into an employment agreement with Shing Yan Lee pursuant to which he is employed\nas our Chief Operating Officer (the “Lee Employment Agreement”). The Lee Employment Agreement originally provided for a monthly\nbase salary of HK$80,000 payable on or before the 7th day\nof each month. On March 10, 2026, based on the recommendation\nof the Compensation Committee, the Board of Directors increased Shing Yan Lee’s annual base salary to HK$1,104,000 payable in monthly\namounts of HK$92,000 on or before the 7th day of each month commencing March 1, 2026.\n\n** **\n\n**Directors’\nAgreements**\n\n \n\nEach\nof our Directors has entered into a Director’s Agreement with our Company effective March 2025. The terms and conditions of\nsuch Directors’ Agreements are similar in all material aspects. Each Director’s Agreement is subject to termination by\neither party to the agreement upon 30 days’ prior written notice or the equivalent salary in lieu of such notice and until the\nDirector successor is duly elected and qualified. Each Director will be up for re-election each year at the annual\nshareholders’ meeting and, upon re-election, the terms and provisions of his or her Director’s Agreement will remain in\nfull force and effect. Any Director’s Agreement may be terminated for any or no reason by the Director or at a meeting called\nexpressly for that purpose by a vote of the shareholders holding more than 50% of our Company’s issued and outstanding shares\nentitled to vote.\n\n \n\n80\n\n \n\n \n\nUnder\nthe Executive Directors’ Agreements, the initial director’s fee payable to each of our Executive Directors was HK$80,000\nper month, payable in cash on a monthly basis. On March 10, 2026, based on the recommendation of the Compensation Committee, the Board\nof Directors increased the director’s fee payable to each of our Executive Directors to HK$92,000 per month.\n\n \n\nUnder\nthe Directors’ Agreements, the director’s fee that is payable to our Independent Non-Executive Directors is HK$200,000 per\nannum. Such director’s fees are payable in cash on a monthly basis.\n\n \n\nIn\naddition, our Directors are entitled to participate in such share option scheme as may be adopted by our Company, as amended from time\nto time. The number of options granted and the terms of those options will be determined from time to time by a vote of the Board; provided\nthat each Director shall abstain from voting on any such resolution or resolutions relating to the grant of options to that Director.\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**Involvement\nin Certain Legal Proceedings**\n\n \n\nTo\nthe best of our knowledge, none of our Directors or Executive Officers has, during the past 10 years, been involved in any legal proceedings\nas described in subparagraph (f) of Item 401 of Regulation S-K.\n\n \n\n**Composition\nof Board of Directors**\n\n \n\nOur\nBoard consists of seven directors, comprising three Executive Directors and four Independent Directors. There is no shareholding qualification\nfor Directors. A Director may vote with respect to any contract, proposed contract or arrangement that he or she may have a material\ninterest in, providing that appropriate disclosures were made to the Board of Directors in accordance with our Memorandum and Articles\nof Association. Such Director should also always take into account his or her duties as a Director. Subject to our Memorandum and Articles\nof Association, a Director may exercise all the powers of our Company to borrow money, mortgage its business, property and uncalled capital\nand issue debentures or other securities whenever money is borrowed or as security for any obligation of our Company or of any third\nparty.\n\n \n\nOur\nBoard has determined that none of our Independent Directors has a relationship that would interfere with the exercise of independent\njudgment in carrying out the responsibilities of a director and that each of these Directors is “independent” as that term\nis defined under the rules of Nasdaq.\n\n \n\n**Indemnification\nAgreements**\n\n \n\nWe\nhave entered into indemnification agreements with each of our Executive Directors, Executive Officers and Independent Directors (collectively,\nthe “Indemnification Agreements”). Under the Indemnification Agreements, the Company has agreed to indemnify each of our\nExecutive Directors, Executive Officers and Independent Directors against certain liabilities and expenses that they may incur in connection\nwith claims made by reason of their being a Director or Officer of our Company. Insofar as indemnification for liabilities arising under\nthe Securities Act may be permitted to our Directors, Officers or persons controlling us, we have been informed that, in the opinion\nof the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.\n\n \n\n**Board\nDiversity**\n\n \n\nWe\nseek to achieve Board diversity through the consideration of a number of factors when selecting the candidates to our Board, including,\nbut not limited to, gender, skills, age, professional experience, knowledge, cultural and educational background, ethnicity and length\nof service. The ultimate decision regarding the appointment will be based on merit and the contribution that the selected candidates\nwill bring to our Board.\n\n \n\nOur\nDirectors have a balanced mix of knowledge and skills. We have four Independent Directors with different industry backgrounds, representing\na majority of the members of our Board. Our Board is well balanced and diversified in alignment with our business development and strategy.\n\n \n\n81\n\n \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, the 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**Status\nas a Controlled Company and Foreign Private Issuer**\n\n \n\nWe\nare not required to comply with certain corporate governance requirements as a “controlled company,” and as a “foreign\nprivate issuer,” as defined by the SEC, we are also permitted to follow home country corporate governance practices in lieu of\ncertain corporate governance practices required by Nasdaq for U.S. domestic issuers. While we will follow many of the corporate governance\nlisting requirements of Nasdaq on a purely voluntary basis, we may elect to follow certain home country corporate governance practices\nin lieu of certain corporate governance standards of Nasdaq that are applicable to U.S. domestic issuers. We may in the future decide\nto use other foreign private issuer exemptions with respect to some or all of the other Nasdaq Listing Rules. As of the date of this\nAnnual Report, the Company does not intend to rely upon any home country requirements afforded to a “controlled company,”\nbut may elect to do so in the future. Following our home country governance practices may provide less protection than is accorded to\ninvestors under Nasdaq Listing Rules applicable to domestic issuers.\n\n \n\nHowever,\nthere are certain Nasdaq Listing Rules that we must comply with, for instance, Nasdaq’s notification of non-compliance requirement\n(Nasdaq Rule 5625) and the voting rights requirement (Nasdaq Rule 5640). Further, we must have a written charter for our Audit Committee\nspecifying the authority and responsibilities required by Exchange Act Rule 10A-3 and requiring that the Audit Committee consist of members\nwho meet the independence requirements of Nasdaq Rule 5605(c)(2)(A)(ii).\n\n \n\nWe\nshall take all necessary actions to maintain compliance as a foreign private issuer under the applicable corporate governance requirements\nof the Sarbanes-Oxley Act, the rules adopted by the SEC and the Nasdaq Listing Rules.\n\n \n\nBecause\nwe are a foreign private issuer, our Directors and senior management are not subject to short-swing profit and insider trading reporting\nobligations under Section 16 of the Exchange Act. They are, however, subject to the obligations to report changes in share ownership\nunder Sections 13 and 16(a) of the Exchange Act and related SEC rules.\n\n \n\n**Duties\nof Directors**\n\n \n\nAs\na matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company\nand therefore it is considered that he or she owes the following duties to the company - a duty to act bona fide in the best interests\nof the company, a duty not to make a profit based on his or her position as a director (unless the company permits him to do so) and\na duty not to put himself or herself in a position where the interests of the company conflict with his or her personal interest or his\nor her duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously\nconsidered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be\nexpected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective\nstandard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.\n\n \n\n**Committees\nof the Board of Directors**\n\n \n\nWe\nhave established an Audit Committee, a Compensation Committee and a Nomination Committee, each of which operates pursuant to a charter\nadopted by our Board effective as of March 2025. The Board may also establish other committees from time to time to assist our Company\nand the Board. The composition and functioning of all of our committees complies with all applicable requirements of the Sarbanes-Oxley\nAct of 2002, Nasdaq and SEC rules and regulations, if applicable. Each committee’s charter is available on our website at https://masterbeefgroup.com.\nThe reference to our website address does not constitute incorporation by reference of the information contained at or available through\nour website, and you should not consider it to be part of this Annual Report.\n\n \n\n82\n\n \n\n \n\n**Audit\ncommittee**\n\n \n\nLok\nMing Leung, Man Fai Danny Liu and Hiu Wa Chan, all of whom are Independent Directors, serve on the Audit Committee, which is chaired\nby Man Fai Danny Liu. Our Board has determined that each are “independent” for audit committee purposes as that term is defined\nby the rules of the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters to serve on the Audit Committee.\nOur Board has designated Man Fai Danny Liu as an “audit committee financial expert,” as defined under the applicable rules\nof the SEC. The Audit Committee’s responsibilities include:\n\n \n\n●\nappointing,\napproving the compensation of, and assessing the independence of our independent registered public accounting firm;\n\n \n \n\n●\npre-approving\nauditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public\naccounting firm;\n\n \n \n\n●\nreviewing\nthe overall audit plan with our independent registered public accounting firm and members of management responsible for preparing\nour financial statements;\n\n \n \n\n●\nreviewing\nand discussing with management and our independent registered public accounting firm our annual and quarterly financial statements\nand related disclosures as well as critical accounting policies and practices used by us;\n\n \n \n\n●\ncoordinating\nthe oversight and reviewing the adequacy of our internal control over financial reporting;\n\n \n \n\n●\nestablishing\npolicies and procedures for the receipt and retention of accounting-related complaints and concerns; recommending, based upon the\naudit committee’s review and discussions with management and our independent registered public accounting firm, whether our\naudited financial statements shall be included in our Annual Report on Form 20-F;\n\n \n \n\n●\nmonitoring\nthe integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial\nstatements and accounting matters;\n\n \n \n\n●\npreparing\nthe Audit Committee report required by SEC rules to be included in our annual proxy statement;\n\n \n \n\n●\nreviewing\nall related person transactions for potential conflict of interest situations and approving all such transactions; and\n\n \n \n\n●\nimplementing\nour Cybersecurity Policy, as adopted by our Board effective April 11, 2025.\n\n \n\n*Cybersecurity\nPolicy*\n\n \n\nThe\nAudit Committee Charter provides the members of the Audit Committee with authorization and authority to conduct continuous analysis of\nand review for any potential cybersecurity risks as part of the Company’s overall risk management program and to create a cyber-resilient\norganization, which will contribute to the value preservation of the Company. The Audit Committee Charter further provides authority\nand responsibility to the members of the Audit Committee to: (i) understand the economic drivers and impact of cyber risk, including\nthe financial impact on our Company; (ii) align cyber-risk management policies with our business needs by integrating cyber-risk analysis\ninto significant business decisions; (iii) ensure our organizational structure supports cybersecurity goals; and (iv) incorporate cybersecurity\nexpertise into Board governance.\n\n \n\n**Compensation\ncommittee**\n\n \n\nLok\nMing Leung, Hiu Wa Chan and Chung Fan Cheng, all of whom are Independent Directors, serve on the Compensation Committee, which is chaired\nby Hiu Wa Chan. Our Board has determined that each such member satisfies the “independence” requirements of Rule 5605(a)(2)\nof the Listing Rules of the Nasdaq. The Compensation Committee’s responsibilities include:\n\n \n\n●\nevaluating\nthe performance of our Chief Executive Officer in light of our Company’s corporate goals and objectives and, based on such\nevaluation: (i) recommending to the Board the cash compensation of our Chief Executive Officer, and (ii) reviewing and approving\ngrants and awards to our Chief Executive Officer under equity-based plans;\n\n \n\n83\n\n \n\n \n\n \n \n\n●\nreviewing\nand recommending to the Board the cash compensation of our other Executive Officers;\n\n \n \n\n●\nreviewing\nand establishing our overall management compensation, philosophy and policy;\n\n \n \n\n●\noverseeing\nand administering our compensation and similar plans;\n\n \n \n\n●\nreviewing\nand approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation\nmatters and evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified\nin the applicable Nasdaq;\n\n \n \n\n●\nretaining\nand approving the compensation of any compensation advisors;\n\n \n \n\n●\nreviewing\nand approving our policies and procedures for the grant of equity-based awards;\n\n \n \n\n●\nimplementing\nour Compensation Recovery Policy;\n\n \n \n\n●\nreviewing\nand recommending to the Board the compensation of our Directors; and\n\n \n \n\n●\npreparing\nthe Compensation Committee report required by SEC rules, if and when required.\n\n \n\n*Compensation\nRecovery Policy*\n\n \n\nThe\nCompensation Committee Charter provides the members of the Compensation Committee with the authority to carry out the duties and responsibilities\nassociated with our Compensation Recovery Policy. In the event of a restatement of the Company’s financial statements, the Compensation\nCommittee shall: (i) determine such Executive Officers who served at any time during the performance period for 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. See “Compensation Recovery Policy,” below.\n\n \n\n**Nomination\ncommittee**\n\n \n\nLok\nMing Leung, Man Fai Danny Liu and Hiu Wa Chan, all of whom are Independent Directors, serve on the Nomination Committee, which is chaired\nby Hiu Wa Chan. Our Board has determined that each member of the Nomination Committee is “independent” as defined in the\napplicable Nasdaq. The Nomination Committee’s responsibilities include:\n\n \n\n \n●\ndeveloping\nand recommending to the Board criteria for board and committee membership;\n\n \n●\nestablishing\nprocedures for identifying and evaluating Director candidates, including nominees recommended by shareholders; and\n\n \n●\nreviewing\nthe composition of the Board 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 will consider a broad range of factors relating\nto the qualifications and background of nominees, which may include diversity (not limited to race, gender or national origin). Our Nomination\nCommittee’s and Board’s priority\nin selecting board members is identification of persons who will further the interests of our shareholders through their established\nrecord of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge\nof our business, understanding of the competitive landscape and professional and personal experience and expertise relevant to our growth\nstrategy.\n\n \n\n84\n\n \n\n \n\n**Corporate\nGovernance**\n\n \n\nWhile\nwe do not have a formal policy regarding board diversity, our Nomination Committee and Board will consider a broad range of factors relating\nto the qualifications and background of nominees, which may include diversity (not limited to race, gender or national origin). Our Nomination\nCommittee’s and Board’s priority in selecting board members is identification of persons who will further the interests of\nour shareholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative\nculture among board members, knowledge of our business, understanding of the competitive landscape and professional and personal experience\nand expertise relevant to our growth strategy.\n\n \n\n**Code\nof Business Conduct and Ethics**\n\n \n\nWe\nhave adopted a code of business conduct and ethics, which is applicable to all of our Directors, Executive Officers and employees. Such\ncode of business conduct and ethics requires all our Directors, Executive Officers and employees to avoid any action or position where\ntheir own interests may conflict, or appear to conflict, with the interests of the Company.\n\n \n\n**Insider\nTrading Policies**\n\n \n\nEffective\nOctober 23, 2000, the SEC adopted rules related to insider trading. One of these rules, Rule 10b5-1 of the Securities Exchange Act of\n1934, as amended, provides an exemption to the insider trading rules in the form of an affirmative defense. Rule 10b5-1 recognizes the\ncreation of formal programs under which executives and other insiders may sell the securities of publicly traded companies on a regular\nbasis pursuant to written plans that are entered into at a time when the plan participants are not aware of material non-public information\nand that otherwise comply with the requirements of Rule 10b5-1.\n\n \n\nOur\nBoard has adopted an insider trading policy that allows insiders to sell securities of our Company pursuant to pre-arranged trading plans.\n\n \n\n**Compensation\nof Directors and Executive Officers**\n\n \n\nUnder\nCayman Islands law, we are not required to disclose the compensation paid to our Executive Officers on an individual basis and we have\nnot otherwise disclosed this information elsewhere, other than in our filings with the SEC.\n\n \n\n**Outstanding\nEquity Awards at Fiscal Year-End**\n\n \n\nWe\nhave not yet adopted any incentive plans, cash incentive or performance-based compensation programs, and have not granted any equity\nawards to our Directors or Executive Officers during the years ended December 31, 2025, 2024 and 2023.\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”). The Compensation Recover Policy comes into play in the event that the Company is required\nto restate its financial statements for any fiscal year, and requires the Company to recover the incremental portion of incentive-based\ncompensation received by any officer that was in excess of the amount they would have received had their incentive compensation been\ndetermined based on the restated financial statements. Events requiring a restatement of financial statements would include the material\nnoncompliance of the Company with any financial reporting requirements under the securities laws, including any required accounting restatement\nto correct an error in previously issued financial statements that is material to the previously issued financial statements, or that\nwould result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.\n\n \n\n85\n\n \n\n \n\n**Mandatory\nProvident Fund**\n\n \n\nThe\nMandatory Provident Fund (the “MPF”) is a compulsory retirement savings system in which all eligible employees and employers\nare required to contribute monthly according to their salaries and the period of employment. The Mandatory Provident Fund was implemented\non December 1, 2000 following the enactment of the MPFSO on July 27, 1995. The MPF Schemes Authority (MPFA) is charged with supervising\nthe provision of MPF schemes - it registers schemes and ensures that approved trustees administer schemes prudently, ensuring compliance\nincluding inspections, audits and investigations.\n\n \n\nThe\nMPF system is mandatory for all employees in Hong Kong who are aged 18 to 65 and have an employment contract of 60 days or more and it\nalso applies to self-employed persons who must enroll themselves in a MPF scheme. Employers are responsible for selecting the MPF scheme\n(for which the legislation defines three types): (i) master trust scheme; (ii) employer sponsored scheme; or (iii) industry scheme. The\nscheme operates on the principle of fully funded defined contributions into a privately managed plan fund contributed by employers and\nemployees managed as a trust, which compartmentalizes fund assets from those of the manager. Investment decisions are delegated to approved\ntrustees in the private sector.\n\n \n\nThe\nGroup operates a defined contribution MPF retirement benefit scheme under the MPFSO for all of its employees in Hong Kong and has contributed\nto the relevant registered scheme an amount determined in accordance with MPFSO which is currently 5% of the eligible employee’s\nmonthly salary and subject to a maximum mandatory contribution of HKD1,500 (approximately US$192) per month.\n\n \n\nThe\ncontributions to the MPF are recognised as employee benefit expense when they are due and are charged to the consolidated statements of\nincome (loss). The total contributions to the MPF of our Operating Subsidiary in Hong Kong for the fiscal years ended December 31, 2025\nand 2024 amounted to approximately HK$4.6 million (approximately US$0.6 million) and HK$5.3 million, respectively."}