{"url_path":"/sec/mb/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**","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":1281,"has_tables":true,"body_markdown":"**ITEM\n7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**\n\n \n\nThe\nfollowing table sets forth information regarding the beneficial ownership of our Ordinary Shares as of the date of this Annual Report\nby our Officers, Directors, and 5% or greater beneficial owners of Ordinary Shares. There is no other person or group of affiliated persons\nknown by us to beneficially own more than 5% of our Ordinary Shares. Holders of our Ordinary Shares are entitled to one (1) vote per\nshare and vote on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. We are not directly\nor indirectly owned or controlled by any foreign government or by another corporation.\n\n \n\nWe\nhave determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of\nsecurities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also\ndeemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless\notherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially\nowned by him or her. Except as otherwise indicated below, we believe that the beneficial owners of our shares listed below have sole\nvoting and investment power with respect to the shares shown.\n\n \n\nAs\nof the date of this Annual Report, we have 17,155,000 Ordinary Shares issued and outstanding. None of our outstanding Ordinary Shares\nare held of record by holders in the United States.\n\n \n\n86\n\n \n\n \n\n**Name of Beneficial Owner**(1) \nOrdinary Shares Beneficially Owned  \n**Percent of Class(4)** \n\nNamed Executive Officers and Directors: \n    \n   \n\nMs. K Chau(2) \n 9,016,875(2)  \n 52.56%\n\nMs. E Chau(2) \n 9,016,875(2)  \n 52.56%\n\nMs. So(3) \n 3,448,125(3)  \n 20.10%\n\nKa Chun Lam \n 0  \n 0.00%\n\nShing Yan Lee \n 0  \n 0.00%\n\nYin Yam Lam \n 0  \n 0.00%\n\nLok Ming Leung \n 0  \n 0.00%\n\nMan Fai Danny Liu \n 0  \n 0.00%\n\nHiu Wa Chan \n 0  \n 0.00%\n\nChung Fan Cheng \n 0  \n 0.00%\n\nAll Executive Officers and Directors as a group (10 persons) \n 12,465,000  \n 72.66%\n\n5% or Greater Shareholders \n    \n   \n\nGalaxy Shine Company Limited \n 9,016,875(2)  \n 52.56%\n\nHee Shun Chung (Mr. Chung) \n 9,016,875(2)  \n 52.56%\n\nMan Kit Leung (Mr. Leung) \n 9,016,875(2)  \n 52.56%\n\nYuk Ming Chan (Mr. Chan) \n 9,016,875(2)  \n 52.56%\n\nThrivors Holdings Limited \n 3,448,125(2)  \n 20.10%\n\nMei Ying Cheng (Ms. Cheng) \n 3,448,125(2)  \n 20.10%\n\n \n\n(1)\nThe\nbusiness address for our Directors and Executive Officers is at Units 1509-10, 15/F, Tower 1, Ever Gain Plaza, 88 Container Port\nRoad, Kwai Chung, New Territories, Hong Kong. The registered office address for both Galaxy Shine Company Limited and Thrivors Holdings\nLimited is Jayla Place, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.\n\n(2)\nRepresents\nthe Ordinary Shares held by Galaxy Shine Company Limited, a British Virgin Islands company. The ordinary shares of Galaxy Shine Company\nLimited are owned in the following proportions by the following individuals: approximately 27.27% (Ms. K Chau), 27.27% (Ms. E Chau),\n24.83% (Mr. Chung), 13.64% (Mr. Leung) and 6.99% (Mr. Chan). The board of directors of Galaxy Shine Company Limited consists of Ms.\nK Chau, Ms. E Chau, Mr. Chung, Mr. Leung and Mr. Chan, and hence they are deemed to have shared voting and investment power over\nthe Ordinary Shares held by Galaxy Shine Company Limited.\n\n(3)\nRepresents\nthe Ordinary Shares held by Thrivors Holdings Limited. The ordinary shares of Thrivors Holdings Limited are owned in the following\nproportions by the following individuals: 40% (Ms. Cheng), 30% (Ms. So) and 30% (Mr. Tsz Ngo So). The board of directors of Thrivors\nHoldings Limited consists of Ms. Cheng and Ms. So, and hence they are deemed to have shared voting and investment power over the\nOrdinary Shares held by Thrivors Holdings Limited.\n\n(4)\nBased\non 17,155,000 Ordinary Shares issued and outstanding as of the date of this Annual Report.\n\n \n\n**Related\nParty Transactions**\n\n \n\nWe\nhave adopted an Audit Committee charter that requires the Audit Committee to review all related-party transactions on an ongoing basis\nand that all such transactions be approved by the Audit Committee.\n\n \n\nSet\nforth below are related party transactions of our Group for fiscal years ended December 31, 2025, 2024 and 2023, which are identified\nin accordance with the rules prescribed under Form F-1 and Form 20-F and may not be considered as related party transactions under Hong\nKong law.\n\n \n\n87\n\n \n\n \n\nThe\ntable below sets out the significant related party transactions of the Group for the periods indicated:\n\n \n\n  \nFor the Years Ended December 31, \n\n  \n2025  \n2024  \n2023 \n\n  \n\n**US$**\n\n**(Audited)**\n  \n\n**HK$**\n\n**(Audited)**\n  \n\n**HK$**\n\n**(Audited)**\n  \n\n**HK$**\n\n**(Audited)**\n \n\n  \n   \n   \n   \n  \n\nSales of goods to related companies(1) \n 781  \n 6,081  \n -  \n 31,730 \n\nSales of food ingredients to related companies(2) \n 1,217,068  \n 9,472,803  \n 11,192,830  \n - \n\nRental expenses to related companies(3) \n 588,506  \n 4,580,520  \n 3,715,200  \n 4,188,400 \n\nRental expenses to a related company (4) \n 22,356  \n 174,000  \n 14,500  \n - \n\nLoan interest expenses to related companies(5) \n 203,952  \n 1,587,422  \n 1,950,246  \n 2,285,985 \n\nLoan interest expenses to directors \n 284,369  \n 2,213,331  \n -  \n - \n\nStorage expenses to a related company(6) \n 14,014  \n 109,073  \n 104,011  \n 113,142 \n\nManagement fee income from related companies(7) \n 1,902,920  \n 14,811,000  \n 13,799,000  \n - \n\nRental income received from related companies(8) \n 134,828  \n 1,049,405  \n 626,517  \n - \n\n \n\nNotes:\n\n \n\n(1)\nIncludes\nrevenue from the sale of food and semi-finished food products to companies with common shareholders and/or directors, including Whitehead\nManagement Limited, Hai Shi Machinery & Equipment Company Limited and Ocean First Logistics Limited.\n\n \n \n\n(2)\nIncludes\nrevenue from the sale of food ingredients to companies with common shareholders and/or directors, including Taiwanese Claypot Limited,\nAll You Can Eat Limited, Taiwanese Bento Limited, Total Rise Corporation Limited, Able Castle Corporation Limited and Beauti-Linkage\nLimited, which are subsidiaries of Chubby Bento Limited and Bao Pot Taiwanese Claypot Limited, all of which are entities in the Disposal Groups.\n\n \n \n\n(3)\nIncludes\nrent paid for the lease of the Group’s office premise, central kitchen and warehouse premises in Hong Kong to Keen Noble\nLimited, Ocean First Logistics Limited and Team Will Limited, both of which are ultimately controlled by the father of Ms. Oi Wai\nChau and Ms. Oi Yee Chau, who are our Directors.\n\n \n \n\n(4)\nIncludes rent paid for the lease of the Group’s staff apartment in Yuen Long, Hong Kong to City Pine Limited, which is controlled\nby Ms. Oi Wai Chau, Ms. Oi Yee Chau and the father of Ms. Oi Wai Chau and Ms. Oi Yee Chau.\n\n \n \n\n(5)\nIncludes\nloan interest charged under the loan agreements between various subsidiaries of the Group as the borrower and Ocean First Logistics\nLimited as the lender at an interest rate at 2.5% p.a below HKD Prime Lending Rate per annum and under the loan agreement between a subsidiary of\nour Company as the borrower and Rise Happiness Limited as the lender at a floating interest rate. Rise Happiness Limited has common\nshareholders and directors with our Company.\n\n \n \n\n(6)\nIncludes\nfees paid to Ocean First Logistics Limited for the use of the Group’s storage facility situated at Yuen Long, Hong Kong.\n\n \n \n\n(7)\nIncludes\nrevenue from the provision of human resource management services to companies with common shareholders and/or directors, including\nTaiwanese Claypot Limited, All You Can Eat Limited, Taiwanese Bento Limited, Total Rise Corporation Limited, Able Castle Corporation\nLimited and Beauti-Linkage Limited, which are subsidiaries of Chubby Bento Limited and Bao Pot Taiwanese Claypot Limited, all of\nwhich are entities in the Disposal Groups.\n\n \n \n\n(8)\nIncludes\nrental income from subleasing restaurant outlets to companies with common shareholders and/or directors, including All You Can Eat\nLimited and Able Castle Corporation Limited, which are subsidiaries of Chubby Bento Limited, all of which are entities in the Disposal Groups.\n\n \n\nThe above transactions were made at prices and terms in the normal course of business as agreed between the parties.\n\n \n\n**Interests\nof Experts and Counsel**\n\n \n\nNot\nApplicable\n\n \n\n**Legal\nProceedings**\n\n \n\nNot\nApplicable\n\n \n\n88"}