# Food Factory Tenancy Agreement

Winning Star (as tenant) entered into a tenancy agreement (the ‘‘Food Factory Tenancy Agreement’’) dated 1 January 2017 with Winning Tower Group (as landlord), pursuant to which Winning Tower Group agreed to lease Unit 1105, 11/F, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong to Winning Star for a term of three years commencing from 1 January 2017 and ending on 31 December 2019 (both days inclusive) at the monthly rent of HK\$61,000 (inclusive of property tax, management fee, government rent and rates but exclusive of water, gas and electricity charges), which was agreed after arm’s length negotiations between the parties with regard to the market rent of similar properties in similar locations as the property leased under the Food Factory Tenancy Agreement, and the terms of the Food Factory Tenancy Agreement were no less favourable to Winning Tower Group than terms available from Independent Third Parties.

The rent paid by Winning Star for the relevant premises for each of the two years ended 31 December 2016 amounted to approximately HK\$0.3 million and HK\$0.7 million, respectively. It is expected that the annual rent payable by Winning Star under the Food Factory Tenancy Agreement for each of the three years ending 31 December 2019 amounts to approximately HK\$0.7 million, HK\$0.7 million and HK\$0.7 million respectively.

By using the above expected annual rent as the numerators for the calculation of percentage ratios, all the relevant percentage ratios calculated for the relevant transactions under the Food Factory Tenancy Agreement pursuant to Chapter 20 of the GEM Listing Rules will be less than 5% and the annual consideration will be less than HK\$3,000,000.

Winning Star is a limited company incorporated in Hong Kong and is owned and controlled as to 60% by our Company and as to 40% by Grand Gold, which is a fellow subsidiary of Top Ocean, our Controlling Shareholder. As such, Winning Star is a connected subsidiary and hence a connected person of our Company for the purposes of the GEM Listing Rules and the transactions under the Food Factory Tenancy Agreement will constitute exempt continuing connected transaction for the Group after the Listing.

# Master Purchase Agreement of Yau Heng

Winning Tower Group (for itself and as trustee for the benefit of its subsidiaries from time to time) (as purchaser) entered into a master purchase agreement (the ‘‘Master Purchase Agreement of Yau Heng’’) dated 23 May 2017 with Yau Heng (as supplier) for a term of three years commencing from 1 January 2017 and ending on 31 December 2019 (both days inclusive), pursuant to which Yau Heng agreed to supply certain frozen raw and unprocessed meat products to Winning Tower Group and its subsidiaries on the basis of individual purchase order placed by any of them at the price to be determined after arm’s length negotiations between the parties from time to time with reference to the then prevailing market price of similar products in the market (which is ascertained by, among others, obtaining quotations from two other suppliers who are Independent Third Parties).

For each of the two years ended 31 December 2016, our total purchases attributable to the purchase of the aforesaid products from Yau Heng was approximately HK\$2.6 million and HK\$2.5 million, respectively. Our Directors confirm that Yau Heng had transactions with parties other than our Group and our total purchases attributable to the purchase of the aforesaid products from Yau Heng accounted for less than 2% of Yau Heng’s sales for each of the Track Record Period. Based on our