Common use of INFORMATION ON THE GROUP Clause in Contracts

INFORMATION ON THE GROUP. The Company is incorporated under the laws of the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange. The Group is principally engaged in the manufacture and sale of health and household products and polyurethane foam. The Group’s health and household products are mainly represented by quality visco-elastic pillows, mattress toppers and mattresses. Since the Group has supplied polyurethane foams to the Gu Jia Group for many years, the Group and the Gu Jia Group have established a solid business relationship. The procurement relationship with the Gu Jia Group pursuant to the 2024-2026 Gu Jia Procurement Agreement will continue to expand the Group’s sales and revenue which will be conducive to the business growth of the Group. Further, the Group’s sales to the Gu Jia Group are on terms which are not less favourable than those obtainable by the Group from independent third party customers. The Directors (including the independent non-executive Directors), having reviewed the 2024-2026 Gu Jia Procurement Agreement and taking into consideration (i) the market price of the types of polyurethane foams to be provided by the Group under the 2024-2026 Gu Jia Procurement Agreement; (ii) the substantial quantity of polyurethane foams previously purchased by the Gu Jia Group and expected to be ordered by the Gu Jia Group; and (iii) the substantial reduction in the Group’s marketing costs and sales expenses in relation to foam sales when dealing with the Gu Jia Group, consider that the transactions under the 2024-2026 Gu Jia Procurement Agreement will be entered into in the ordinary and usual course of business of the Group and on normal commercial terms and that the terms of the 2024-2026 Gu Jia Procurement Agreement and the Annual Caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole. None of the Directors has a material interest in the 2024-2026 Gu Jia Procurement Agreement and the transactions contemplated thereunder and none of them had abstained from voting at the meeting of the Board on the resolutions of the Board to approve the 2024-2026 Gu Jia Procurement Agreement and the transactions contemplated thereunder. As at the date of the 2024-2026 Gu Jia Procurement Agreement and the date of this announcement, Sinomax Kuka, an indirect non-wholly owned subsidiary of the Company, is owned as to 60% by the Group and 40% by Gu Jia Household. As a substantial shareholder of a subsidiary of the Company, Gu Jia Household is a connected person of the Company under Rule 14A.07(1) of the Listing Rules. Each subsidiary of Gu Jia Household is an associate of Gu Jia Household pursuant to Rule 14A.13(1) of the Listing Rules and hence a connected person of the Company pursuant to Rule 14A.07(4) of the Listing Rules. Hence, the 2024-2026 Gu Jia Procurement Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company. Whilst one or more of the applicable percentage ratios (other than the profits ratio) in respect of the Annual Caps in relation to the 2024-2026 Gu Jia Procurement Agreement exceed 5%, the Directors, having made all reasonable enquiries, confirmed that each member of the Gu Jia Group is a connected person of the Company only because of its connection with Sinomax Kuka, being a subsidiary of the Company. Hence, each member of the Gu Jia Group is a connected person of the Company at the subsidiary level under Rule 14A.06(9) of the Listing Rules. The Board has approved the transactions contemplated under the 2024-2026 Gu Jia Procurement Agreement, and the independent non-executive Directors have confirmed that the terms of the 2024-2026 Gu Jia Procurement Agreement and transactions contemplated thereunder are fair and reasonable, on normal commercial terms or better, in the ordinary and usual course of business of the Group, and in the interests of the Company and its Shareholders as a whole. As the conditions required under Rule 14A.101 of the Listing Rules have been fulfilled, the 2024-2026 Gu Jia Procurement Agreement and the transactions contemplated thereunder are only subject to reporting, annual review and announcement requirements set out in Chapter 14A of the Listing Rules and are exempt from the circular, independent financial advice and independent shareholders’ approval requirements.

INFORMATION ON THE GROUP. The Company is incorporated under the laws of the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange. The Group is principally engaged in the manufacture development and sale sales of health and household products wellness products, and polyurethane foamcross-border trading and logistics business. The Group’s health and household products are mainly represented by quality visco-elastic pillows, mattress toppers and mattresses. Since the Group has supplied polyurethane foams to the Gu Jia Group for many years, the Group and the Gu Jia Group have established a solid business relationship. The procurement relationship with the Gu Jia Group pursuant to the 2024-2026 Gu Jia Procurement Agreement will continue to expand the Group’s sales and revenue which will be conducive to the business growth of the Group. Further, the Group’s sales to the Gu Jia Group are on terms which are not less favourable than those obtainable by the Group from independent third party customers. The Directors (including the independent non-executive Directors), having reviewed the 2024-2026 Gu Jia Procurement Agreement and taking into consideration (i) the market price of the types of polyurethane foams to be provided by the Group under the 2024-2026 Gu Jia Procurement Agreement; (ii) the substantial quantity of polyurethane foams previously purchased by the Gu Jia Group and expected to be ordered by the Gu Jia Group; and (iii) the substantial reduction in the Group’s marketing costs and sales expenses in relation to foam sales when dealing with the Gu Jia Group, consider that the transactions under the 2024-2026 Gu Jia Procurement Agreement will be entered into in the ordinary and usual course of business of the Group and on normal commercial terms and that the terms of the 2024-2026 Gu Jia Procurement Agreement and the Annual Caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole. None of the Directors has a material interest in the 2024-2026 Gu Jia Procurement Agreement and the transactions contemplated thereunder and none of them had abstained from voting at the meeting of the Board on the resolutions of the Board to approve the 2024-2026 Gu Jia Procurement Agreement and the transactions contemplated thereunder. As at the date of the 2024-2026 Gu Jia Procurement Agreement and the date of this announcement, Sinomax Kuka, Sky Logistics is an indirect non-wholly owned subsidiary of the Company. It is principally engaged in logistics distribution and warehousing management. Tempus Logistics is a joint stock limited company established in the PRC and is an associate of Tempus (Hong Kong), is owned as to 60% by the Group and 40% by Gu Jia Household. As a substantial shareholder of a subsidiary of the Company. It is primarily engaged in logistics business in the Futian Free Trade Zone of Shenzhen, Gu Jia Household is a connected person of the Company under PRC, including customs clearance, bonded storage and Shenzhen/Hong Kong freight transports. Pursuant to Rule 14A.07(1) 14A.60 of the Listing Rules. Each subsidiary of Gu Jia Household is an associate of Gu Jia Household pursuant to Rule 14A.13(1) of the Listing Rules and hence a connected person of , the Company pursuant is required to Rule 14A.07(4) of comply with the Listing Rules. Hence, annual review and disclosure requirements as the 2024-2026 Gu Jia Procurement Agreement and Group continues to conduct the transactions contemplated thereunder constitute continuing connected transactions of the Company. Whilst one or more of the applicable percentage ratios (other than the profits ratio) in respect of the Annual Caps in relation to the 2024-2026 Gu Jia Procurement Agreement exceed 5%, the Directors, having made all reasonable enquiries, confirmed that each member of the Gu Jia Group is a connected person of the Company only because of its connection with Sinomax Kuka, being a subsidiary of the Company. Hence, each member of the Gu Jia Group is a connected person of the Company at the subsidiary level under Rule 14A.06(9) of the Listing Rules. The Board has approved the transactions contemplated under the 2024-2026 Gu Jia Procurement Logistics and Warehousing Services Agreement, and the independent non-executive Directors have confirmed that the terms of the 2024-2026 Gu Jia Procurement Agreement and to comply with all connected transactions contemplated thereunder are fair and reasonable, on normal commercial terms or better, in the ordinary and usual course of business of the Group, and in the interests of the Company and its Shareholders as a whole. As the conditions required requirements under Rule 14A.101 of the Listing Rules have been fulfilled, the 2024-2026 Gu Jia Procurement Agreement and the transactions contemplated thereunder are only subject to reporting, annual review and announcement requirements set out in Chapter 14A of the Listing Rules if the Logistics and Warehousing Services Agreement is renewed or its terms are varied. The provision of services by Sky Logistics to Tempus Logistics under the Logistics and Warehousing Services Agreement during the current term from 1 April 2017 to 31 March 2018 is subject to the reporting, announcement and annual review requirements but is exempt from the circular, independent financial advice and independent shareholdersIndependent Shareholders’ approval requirementsrequirement under Chapter 14A of the Listing Rules, as the highest applicable percentage ratio is more than 0.1% but less than 5%. The Company will continue to comply with all connected transactions requirements under Chapter 14A of the Listing Rules if the Logistics and Warehousing Services Agreement is further renewed or its terms are varied. Xx XXXXX Baisheng and Xx XXXXX Jingkai, a non-executive Director and an executive Director, respectively, are the directors of Tempus Logistics and have abstained from voting on the resolutions of the Board approving the renewal of the Logistics and Warehousing Services Agreement for its current term from 1 April 2017 to 31 March 2018 and the transactions contemplated under it (including the Proposed Annual Caps). As the other Directors do not have a material interest in the Logistics and Warehousing Services Agreement and the transactions contemplated under it (including the Proposed Annual Caps), they have not abstained from voting on the resolutions of the Board approving the renewal of the Logistics and Warehousing Services Agreement for its current term from 1 April 2017 to 31 March 2018 and the transactions contemplated under it (including the Proposed Annual Caps).

INFORMATION ON THE GROUP. The Company is incorporated under the laws of the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange. The Group is principally engaged in open-pit mining and processing of coking coal in Mongolia, as well as the manufacture transportation, export and sale of health the resulting premium products into China. MCS International, a wholly-owned subsidiary of MCS Holding LLC, is principally engaged in project management, design, engineering, operation and household products maintenance of power plant, electricity and polyurethane foamthermal energy distribution facilities, and supply of electricity and thermal energy. The MCS International is a wholly-owned subsidiary of MCS Holding LLC which is in turn wholly- owned and controlled by MCS (Mongolia) Limited which directly owns a 100% shareholding interest in MCS Mining Group’s health , a substantial Shareholder holding approximately 33.50% of the issued share capital of the Company as at the date of this announcement. As such, MCS International is a connected person of the Company within the meaning of the Listing Rules and household products the transaction contemplated under the Agreement constitutes a continuing connected transaction of the Company. As the applicable percentage ratios for the annual caps for the continuing connected transaction under the Agreement are mainly represented by quality visco-elastic pillowsexpected to be more than 0.1% but less than 5%, mattress toppers and mattresses. Since the Group has supplied polyurethane foams transaction contemplated under the Agreement is subject to the Gu Jia Group for many yearsreporting and announcement requirements but exempt from independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Each of Mr. Xxxxxxxx Xxxxxxxxxx, Mr. Xx Xxxxxxxxxx, Xx. Xxxxxxxxx Xxxxxxxx, being a Director and a director of MCS Mining Group, has material interests in the Group transaction contemplated under the Agreement and has abstained from voting on the relevant resolutions of the Board in relation to the approval of the Agreement and the Gu Jia Group have established a solid business relationship. The procurement relationship with the Gu Jia Group pursuant to the 2024-2026 Gu Jia Procurement Agreement will continue to expand the Group’s sales and revenue which will be conducive to the business growth of the Group. Further, the Group’s sales to the Gu Jia Group are on terms which are not less favourable than those obtainable by the Group from independent third party customersrelevant annual caps. The Directors (including the independent non-executive Directors), having reviewed the 2024-2026 Gu Jia Procurement Agreement and taking into consideration (i) the market price are of the types of polyurethane foams to be provided by view that the Group continuing connected transaction contemplated under the 2024-2026 Gu Jia Procurement Agreement; (ii) the substantial quantity of polyurethane foams previously purchased by the Gu Jia Group and expected to be ordered by the Gu Jia Group; and (iii) the substantial reduction in the Group’s marketing costs and sales expenses in relation to foam sales when dealing with the Gu Jia Group, consider that the transactions under the 2024-2026 Gu Jia Procurement Agreement will be is entered into in the ordinary and usual course of business of the Group and on normal commercial terms and that the terms of the 2024-2026 Gu Jia Procurement Agreement and the Annual Caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole. None of the Directors has a material interest in the 2024-2026 Gu Jia Procurement Agreement and the transactions contemplated thereunder and none of them had abstained from voting at the meeting of the Board on the resolutions of the Board to approve the 2024-2026 Gu Jia Procurement Agreement and the transactions contemplated thereunder. As at the date of the 2024-2026 Gu Jia Procurement Agreement and the date of this announcement, Sinomax Kuka, an indirect non-wholly owned subsidiary of the Company, is owned as to 60% by the Group and 40% by Gu Jia Household. As a substantial shareholder of a subsidiary of the Company, Gu Jia Household is a connected person of the Company under Rule 14A.07(1) of the Listing Rules. Each subsidiary of Gu Jia Household is an associate of Gu Jia Household pursuant to Rule 14A.13(1) of the Listing Rules and hence a connected person of the Company pursuant to Rule 14A.07(4) of the Listing Rules. Hence, the 2024-2026 Gu Jia Procurement Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company. Whilst one or more of the applicable percentage ratios (other than the profits ratio) in respect of the Annual Caps in relation to the 2024-2026 Gu Jia Procurement Agreement exceed 5%, the Directors, having made all reasonable enquiries, confirmed that each member of the Gu Jia Group is a connected person of the Company only because of its connection with Sinomax Kuka, being a subsidiary of the Company. Hence, each member of the Gu Jia Group is a connected person of the Company at the subsidiary level under Rule 14A.06(9) of the Listing Rules. The Board has approved the transactions contemplated under the 2024-2026 Gu Jia Procurement Agreement, and the independent non-executive Directors have confirmed that the terms of the 2024-2026 Gu Jia Procurement Agreement and transactions contemplated thereunder are fair and reasonableGroup, on normal commercial terms (or better, in on terms no less favourable to the ordinary Group than terms available to or from independent third parties) and usual course of business of the Groupon terms that are fair and reasonable, and in the interests of the Company and its Shareholders as a whole. As In addition, the conditions required under Rule 14A.101 Directors (including the independent non-executive Directors) are of the Listing Rules have been fulfilled, view that the 2024-2026 Gu Jia Procurement annual caps for the continuing connected transaction contemplated under the Agreement are fair and the transactions contemplated thereunder are only subject to reporting, annual review and announcement requirements set out in Chapter 14A of the Listing Rules and are exempt from the circular, independent financial advice and independent shareholders’ approval requirementsreasonable.

INFORMATION ON THE GROUP. The Company is incorporated under the laws of the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange. The Group is principally engaged in the manufacture and sale of health and household products and polyurethane foam. The Group’s health and household products are mainly represented by quality visco-elastic pillows, mattress toppers and mattresses. Since the Group has supplied polyurethane foams to the Gu Jia Group for many years, the Group and the Gu Jia Group have established a solid business relationship. The procurement relationship with the Gu Jia Group pursuant to the 20242021-2026 2023 Gu Jia Procurement Agreement will continue to expand the Group’s sales and revenue which will be conducive to the business growth of the Group. Further, the Group’s sales to the Gu Jia Group are on terms which are not less favourable than those obtainable by the Group from independent third party customers. The Directors (including the independent non-executive Directors), having reviewed the 2024-2026 2021- 2023 Gu Jia Procurement Agreement and taking into consideration consideration, among other things, (i) the market price of the types of polyurethane foams to be provided supplied by the Group under the 20242021-2026 2023 Gu Jia Procurement Agreement; (ii) the substantial quantity of polyurethane foams previously purchased by the Gu Jia Group and expected to be ordered by the Gu Jia Group; and (iii) the substantial notable reduction in the Group’s marketing costs and sales expenses in relation to foam sales when dealing with the Gu Jia Group, consider that the transactions under the 2024-2026 2021- 2023 Gu Jia Procurement Agreement will be entered into in the ordinary and usual course of business of the Group and on normal commercial terms and that the terms of the 20242021-2026 2023 Gu Jia Procurement Agreement and (including the Annual Caps Caps) are fair and reasonable and in the interests of the Company and the Shareholders as a whole. None of the Directors has a material interest in the 20242021-2026 2023 Gu Jia Procurement Agreement and the transactions contemplated thereunder and none of them had abstained is required to abstain from voting at the meeting of the Board on the resolutions of the Board to approve the 20242021-2026 2023 Gu Jia Procurement Agreement and the transactions contemplated thereunder. As at the date of the 20242021-2026 2023 Gu Jia Procurement Agreement and the date of this announcement, Sinomax Kuka, an indirect non-wholly owned subsidiary of the Company, is owned as to 60% by the Group and 40% by Gu Jia Household. As a substantial shareholder of a subsidiary of the Company, Gu Jia Household is a connected person of the Company under Rule 14A.07(1) of the Listing Rules. Each subsidiary of Gu Jia Household is an associate of Gu Jia Household pursuant to Rule 14A.13(1) of the Listing Rules and hence a connected person of the Company pursuant to Rule 14A.07(4) of the Listing Rules. HenceAs such, the 2024-2026 2021- 2023 Gu Jia Procurement Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the CompanyCompany under Chapter 14A of the Listing Rules. Whilst one or more of the applicable percentage ratios (other than the profits ratio) in respect of the Annual Caps in relation to the 20242021-2026 2023 Gu Jia Procurement Agreement exceed 5%, the Directors, having made all reasonable enquiries, confirmed that each member of the Gu Jia Group is a connected person of the Company only because of its connection with Sinomax Kuka, being a subsidiary of the Company. Hence, each member of the Gu Jia Group is a connected person of the Company at the subsidiary level under Rule 14A.06(9) of the Listing Rules. The Board has approved the transactions contemplated under the 20242021-2026 2023 Gu Jia Procurement Agreement, and the independent non-executive Directors have confirmed that the terms of the 20242021-2026 2023 Gu Jia Procurement Agreement are fair and reasonable and that the transactions contemplated thereunder are fair and reasonable, on normal commercial terms or better, in the ordinary and usual course of business of the Group, and in the interests of the Company and its the Shareholders as a whole. As the conditions required under Rule 14A.101 of the Listing Rules have been fulfilled, the 20242021-2026 2023 Gu Jia Procurement Agreement and the transactions contemplated thereunder are only subject to the reporting, annual review and announcement requirements set out in Chapter 14A of the Listing Rules and are exempt from the circular, independent financial advice circular and independent shareholders’ approval requirements.

INFORMATION ON THE GROUP. The Company is incorporated under the laws of the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange. The Group is principally engaged in the manufacture (i) manufacturing and sale of health refrigerants, fluoropolymers, organic silicone and household other products such as dichloromethane, polyvinyl chloride and polyurethane foam. The Group’s health liquid alkali; and household products are mainly represented by quality visco-elastic pillows, mattress toppers and mattresses. Since the Group has supplied polyurethane foams to the Gu Jia Group for many years, the Group and the Gu Jia Group have established a solid business relationship. The procurement relationship with the Gu Jia Group pursuant to the 2024-2026 Gu Jia Procurement Agreement will continue to expand the Group’s sales and revenue which will be conducive to the business growth of the Group. Further, the Group’s sales to the Gu Jia Group are on terms which are not less favourable than those obtainable by the Group from independent third party customers. The Directors (including the independent non-executive Directors), having reviewed the 2024-2026 Gu Jia Procurement Agreement and taking into consideration (i) the market price of the types of polyurethane foams to be provided by the Group under the 2024-2026 Gu Jia Procurement Agreement; (ii) property development. Macro-link Finance is a company incorporated in the substantial quantity of polyurethane foams previously purchased PRC with limited liability. Macro- link Finance, as a non-bank financial institution approved by the Gu Jia Group China Banking and expected to be ordered by the Gu Jia Group; and (iii) the substantial reduction Insurance Regulatory Commission, is principally engaged in the Group’s marketing costs and sales expenses in relation to foam sales when dealing with the Gu Jia Group, consider that the transactions under the 2024provision of financial services. Macro-2026 Gu Jia Procurement Agreement will be entered into in the ordinary and usual course of business of the Group and on normal commercial terms and that the terms of the 2024link Finance is a wholly-2026 Gu Jia Procurement Agreement and the Annual Caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole. None of the Directors has a material interest in the 2024-2026 Gu Jia Procurement Agreement and the transactions contemplated thereunder and none of them had abstained from voting at the meeting of the Board on the resolutions of the Board to approve the 2024-2026 Gu Jia Procurement Agreement and the transactions contemplated thereunder. As at the date of the 2024-2026 Gu Jia Procurement Agreement and the date of this announcement, Sinomax Kuka, an indirect non-wholly owned subsidiary of Macro-link Holdings, which indirectly holds approximately 29.20% of the Company, is owned as to 60% by the Group and 40% by Gu Jia Household. As a substantial shareholder of a subsidiary issued share capital of the Company. In addition, Gu Jia Household Macro-link Holdings is indirectly controlled by Xx. Xx Xxxx (an executive Director). Therefore, Macro-link Finance is a connected person of the Company under Rule 14A.07(1) of the Listing RulesCompany. Each subsidiary of Gu Jia Household As stated above, Macro-link Finance is an associate of Gu Jia Household pursuant to Rule 14A.13(1) of the Listing Rules and hence a connected person of the Company pursuant to Rule 14A.07(4) Company. Therefore, the entering into of the Listing Rules. Hence, the 2024-2026 Gu Jia Procurement Renewed Financial Services Master Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the CompanyCompany under Chapter 14A of the Listing Rules. Whilst As one or more of the applicable percentage ratios (other than as defined under the profits ratioListing Rules) in respect of calculated with reference to the Annual Caps in relation to the 2024-2026 Gu Jia Procurement Agreement exceed Cap exceed(s) 0.1% but is/are less than 5%, the deposit services contemplated under the Renewed Financial Services Master Agreement are subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, confirmed that each member of apart from Xx. Xx Xxxx who has abstained from voting on the Gu Jia Group is a connected person of Board resolutions approving the Company only because of its connection with Sinomax Kuka, being a subsidiary of the Company. Hence, each member of the Gu Jia Group is a connected person of the Company at the subsidiary level under Rule 14A.06(9) of the Listing Rules. The Board has approved the transactions contemplated under the 2024-2026 Gu Jia Procurement Agreement, and the independent non-executive Directors have confirmed that the terms of the 2024-2026 Gu Jia Procurement Agreement and transactions contemplated thereunder are fair and reasonable, on normal commercial terms or better, in the ordinary and usual course of business of the Group, and in the interests of the Company and its Shareholders as a whole. As the conditions required under Rule 14A.101 of the Listing Rules have been fulfilled, the 2024-2026 Gu Jia Procurement Renewed Financial Services Master Agreement and the transactions contemplated thereunder are only subject to reportingin view of his interest in Macro-link Finance, annual review and announcement requirements set out in Chapter 14A none of the Listing Rules Directors was in any way materially interested in the Renewed Financial Services Master Agreement and are exempt the transactions contemplated thereunder. Nevertheless, Xx. Xxxxx Xxxxx has also abstained from voting on the circularBoard resolutions approving the Renewed Financial Services Master Agreement and the transactions contemplated thereunder by virtue of his directorship in Macro-link Finance. As at the date of this announcement, independent financial advice the Group has no other connected transaction with Macro-link Holdings and independent shareholders’ approval requirementsits subsidiaries.