Prosperous Future Holdings Limited — AGM Information 2016

Apr 27, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Child Care Corporation Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

China Child Care Corporation Limited

中國兒童護理有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1259)

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS OF THE COMPANY

AND

NOTICE OF THE ANNUAL GENERAL MEETING OF THE COMPANY

A notice convening an annual general meeting of China Child Care Corporation Limited to be held at No. 8, North Wuqiao Road, Lantian Economic Development Zone, Zhangzhou City, Fujian Province, The People’s Republic of China on Thursday, 16 June 2016 at 3 p.m. is set out on pages 20 to 24 of this circular. A form of proxy for use at the 2016 annual general meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.princefrog.com.cn).

Whether or not you are able to attend the 2016 annual general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s Branch Share Registrar and Transfer Office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the 2016 annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the meeting if they so wish.

28 April 2016

CONTENTS

		Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter	from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.	Proposed Granting of the Buyback and Issuance Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.	Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.	2016 AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Appendix I – Explanatory Statement on the Buyback Mandate. . . . . . . . . . . . . . . . . . . . . . . . . 7
Appendix II – Details of the Retiring Directors Proposed to be Re-elected at the 2016 AGM. . 11
Notice of the 2016 AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“2016 AGM”	an annual general meeting of the Company to be held at No. 8, North
	Wuqiao Road, Lantian Economic Development Zone, Zhangzhou
	City, Fujian Province, The People’s Republic of China on Thursday,
	16 June 2016 at 3 p.m., to consider and, if appropriate, to approve
	the resolutions contained in the notice of the meeting which is set out
	on pages 20 to 24 of this circular, or any adjournment thereof
“Articles of Association”	the articles of association of the Company currently in force
“Board”	the board of Directors
“Buyback Mandate”	as defined in paragraph 2(a) of the Letter from the Board
“Company”	China Child Care Corporation Limited中國兒童護理有限公司, a
	company incorporated in the Cayman Islands with limited liability,
	the shares of which are listed on the Main Board of the Stock
	Exchange
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries from time to time
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Issuance Mandate”	as defined in paragraph 2(b) of the Letter from the Board
“Latest Practicable Date”	21 April 2016, being the latest practicable date prior to the printing
	of this circular for ascertaining certain information in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“PRC”	The People’s Republic of China
“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	the Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong

– 1 –

DEFINITIONS

“Share(s)” ordinary share(s) of HK$0.01 each in the capital of the Company or if there has been a subsequent subdivision, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company “Shareholder(s)” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong “%” per cent

– 2 –

LETTER FROM THE BOARD

China Child Care Corporation Limited 中國兒童護理有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1259)

Executive Directors: Mr. Li Zhenhui (Chairman & Chief Executive Officer) Mr. Xie Jinling Mr. Ge Xiaohua Mr. Huang Xinwen Mr. Li Zhouxin

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Non-executive Director: Mr. Ren Yunan (Vice Chairman)

Independent Non-executive Directors: Mr. Chen Shaojun Mr. Wong Wai Ming Mr. Lee Man Chiu

Principal Place of Business

in Hong Kong: Level 54 Hopewell Centre 183 Queen’s Road East Hong Kong

26 April 2016

To the Shareholders

Dear Sir/Madam,

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS OF THE COMPANY AND NOTICE OF THE ANNUAL GENERAL MEETING OF THE COMPANY

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the 2016 AGM for (i) the granting of the Buyback Mandate to the Directors; (ii) the granting of the Issuance Mandate to the Directors; (iii) the extension of the Issuance Mandate by adding to it the number of issued Shares repurchased by the Company under the Buyback Mandate; and (iv) the re-election of the retiring Directors.

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LETTER FROM THE BOARD

2. PROPOSED GRANTING OF THE BUYBACK AND ISSUANCE MANDATES

At the annual general meeting of the Company held on 4 June 2015, general mandates were granted to the Directors to exercise the powers of the Company to repurchase Shares and to issue new Shares, respectively. Up to the Latest Practicable Date, such mandates have not been used and, if not used by the date of the 2016 AGM, will lapse at the conclusion of the 2016 AGM.

Ordinary resolutions will be proposed at the 2016 AGM to approve the granting of new general mandates to the Directors:

• (a) to purchase Shares, on the Stock Exchange or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, not exceeding 10% of the total number of issued Shares as at the date of passing of such resolution (i.e. not exceeding 101,049,100 Shares on the basis that the existing issued share capital of the Company of 1,010,491,000 Shares remains unchanged as at the date of the 2016 AGM) (the “ Buyback Mandate ”);

• (b) to allot, issue or deal with Shares not exceeding 20% of the total number of issued Shares as at the date of passing of such resolution (i.e. not exceeding 202,098,200 Shares on the basis that the existing issued share capital of the Company of 1,010,491,000 Shares remains unchanged as at the date of the 2016 AGM) (the “ Issuance Mandate ”); and

• (c) to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to and in accordance with the Buyback Mandate.

The Buyback Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the 2016 AGM or any earlier date as referred to in the proposed ordinary resolutions contained in items 9 and 10 of the notice of the 2016 AGM as set out on pages 20 to 24 of this circular.

In accordance with the requirements of the Listing Rules, the Company shall send to Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Buyback Mandate. The explanatory statement as required by the Listing Rules in connection with the Buyback Mandate is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to Article 84 of the Articles of Association, Mr. Ge Xiaohua, Mr. Huang Xinwen and Mr. Wong Wai Ming shall retire by rotation at the 2016 AGM. Pursuant to Article 83(3) of the Articles of Association, Mr. Li Zhouxin and Mr. Lee Man Chiu (who were appointed as an executive Director with effect from 27 January 2016 and an independent non-executive Director with effect from 16 October 2015, respectively) shall hold office until the 2016 AGM. All of the above five retiring Directors, being eligible, will offer themselves for re-election at the 2016 AGM.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. The requisite details of the above five retiring Directors are set out in Appendix II to this circular.

4. 2016 AGM AND PROXY ARRANGEMENT

The notice of the 2016 AGM is set out on pages 20 to 24 of this circular. At the 2016 AGM, resolutions will be proposed to approve, inter alia, the granting of the Buyback Mandate and the Issuance Mandate, the extension of the Issuance Mandate by the addition thereto of the number of Shares repurchased pursuant to the Buyback Mandate and the re-election of the retiring Directors.

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the 2016 AGM. An announcement on the poll vote results will be made by the Company after the 2016 AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the 2016 AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www. princefrog.com.cn). Whether or not you are able to attend the 2016 AGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, to the Company’s Branch Share Registrar and Transfer Office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the 2016 AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the 2016 AGM if you so wish and in such event, your proxy form shall be deemed to be revoked.

– 5 –

LETTER FROM THE BOARD

5. RECOMMENDATION

The Directors consider that the granting of the Buyback Mandate, the granting/extension of the Issuance Mandate and the re-election of the retiring Directors are in the interests of the Company, the Group and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the 2016 AGM.

6. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular: Appendix I – Explanatory Statement on the Buyback Mandate; and Appendix II – Details of the Retiring Directors Proposed to be Re-elected at the 2016 AGM.

Yours faithfully, By order of the Board Li Zhenhui Chairman of the Board

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APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

The following is an explanatory statement required by the Listing Rules to be sent to Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the 2016 AGM in relation to the granting of the Buyback Mandate.

1. REASONS FOR REPURCHASE OF SHARES

The Directors believe that the granting of the Buyback Mandate is in the interests of the Company, the Group and the Shareholders.

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Buyback Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,010,491,000 Shares.

Subject to the passing of the ordinary resolution set out in item 9 of the notice of the 2016 AGM in respect of the granting of the Buyback Mandate and on the basis that the issued share capital of the Company remains unchanged as at the date of the 2016 AGM, i.e. being 1,010,491,000 Shares, the Directors would be authorized under the Buyback Mandate to repurchase, during the period in which the Buyback Mandate remains in force, 101,049,100 Shares, representing 10% of the total number of Shares in issue as at the date of the 2016 AGM.

3. FUNDING OF REPURCHASES

Repurchases of Shares will be funded from the Company’s internal resources, which shall be funds legally available for such purposes in accordance with the Company’s memorandum and Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

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EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

APPENDIX I

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2015) in the event that the Buyback Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Buyback Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time befitting the Company.

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Buyback Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, Zhenfei Investment Company Limited, a company controlled by Mr. Li Zhenhui (the Chairman of the Company), was interested in 343,408,500 Shares, representing approximately 33.98% of the total issued share capital of the Company. Out of these Shares, 100,000 and 343,308,500 Shares were held by Zhenfei Investment Company Limited and Prince Frog International Company Limited (a wholly-owned subsidiary of Zhenfei Investment Company Limited), respectively.

On the basis that (i) the total issued share capital of the Company (being 1,010,491,000 Shares) remains unchanged as at the date of the 2016 AGM; and (ii) the shareholding of Zhenfei Investment Company Limited in the Company (being 343,408,500 issued Shares) remains unchanged immediately after the full exercise of the Buyback Mandate, in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the 2016 AGM (presuming that apart from the decrease of the issued share capital arising from the said full exercise of the Buyback Mandate, there is no other change in the Company’s issued share capital), the shareholding interest of Zhenfei Investment Company Limited in the issued Shares would be increased to approximately 37.76% of the total issued share capital of the Company. In the opinion of the Directors, such an increase of shareholding may give rise to an obligation for Zhenfei Investment Company Limited to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not have any present intention to exercise the proposed Buyback Mandate to such an extent as would give rise to such an obligation.

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EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

APPENDIX I

In addition, the Listing Rules prohibit a company from making repurchase of shares on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the company’s number of issued shares would be in public hands. The Directors do not propose to repurchase Shares, which would result in less than the prescribed minimum percentage of Shares in public hands.

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Buyback Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Buyback Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Buyback Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

7. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Shares have been traded on the Stock Exchange during each of the previous 12 months were as follows:

Month	Highest	Lowest
	HK$	HK$
2015
April	1.98	1.49
May	1.82	1.53
June	1.69	1.22
July	1.34	0.67
August	0.87	0.62
September	0.75	0.64
October	1.07	0.70
November	1.19	0.73
December	0.87	0.63

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EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

APPENDIX I

Month	Highest	Lowest
	HK$	HK$
2016
January	0.80	0.58
February	0.76	0.57
March	0.72	0.61
April (up to the Latest Practicable Date)	0.65	0.58

8. REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the previous 6 months (whether on the Stock Exchange or otherwise).

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2016 AGM

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for reelection at the 2016 AGM according to the Articles of Association, are provided below.

(1) MR. GE XIAOHUA

Position and experience

Mr. Ge Xiaohua (“Mr. Ge”) , aged 46, is an executive Director and a vice general manager of Frog Prince (China) Daily Chemicals Co., Ltd. (a wholly-owned subsidiary of the Company). Mr. Ge is currently responsible for the daily administration of R&D Center and Human Resources Center of the Group. He joined the Group in January 2002 and has successively been responsible for the Group’s production management and domestic marketing management. Prior to joining the Group, he worked for Nanjing Phosphate Fertilizer Factory (南靖磷肥廠) from March 1991 to August 1997, for Fujian Fulong Biological Products Co., Ltd. (福建福龍生物製品有限公司) from September 1997 to February 1999 and for Zhangzhou Ge Laiya Cosmetics Co., Ltd. (漳州格萊 雅化妝品有限公司) as a manager from March 1999 to December 2001. He received a diploma in chemical technology from Fu Jian Chemical Industry School (福建化工學校) in 1988 and a diploma in economic management from the Correspondence Institute of the Party School of the Central Committee of C.P.C. (中共中央黨校函授學院) in 1997.

Mr. Ge has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the existing service contract entered into between Mr. Ge and the Company, his current term of office is 3 years from 5 June 2014, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. He is also subject to retirement by rotation and reelection at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, Mr. Ge does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2016 AGM

APPENDIX II

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Ge had the following interests in the Shares/underlying Shares:

• (a) Mr. Ge was interested in 400,000 Shares, representing approximately 0.04% of the issued share capital of the Company; and

• (b) Mr. Ge was interested in 3,400,000 underlying Shares, representing approximately 0.34% of the issued share capital of the Company, which were the share options granted by the Company, entitling him to subscribe for 3,400,000 Shares pursuant to the Company’s existing share option scheme.

Save as disclosed above, Mr. Ge was not interested or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the service contract entered into between Mr. Ge and the Company, he is entitled to receive a salary of HK$240,000 per annum. He is also entitled to receive, together with all other executive Directors, a share of a total discretionary bonus of not more than 5% of the audited consolidated profit of the Company after taxation and minority interests but before extraordinary items and payment of such bonus for each financial year (the level of such discretionary bonus to be decided upon by the Board having regard to the recommendation made by the Company’s remuneration committee). Mr. Ge is also eligible to participate in the share option scheme of the Company. The above emoluments of Mr. Ge are determined by the Board by reference to his performance, experience and responsibilities.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Ge to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Ge that need to be brought to the attention of the Shareholders.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2016 AGM

APPENDIX II

(2) MR. HUANG XINWEN

Position and experience

Mr. Huang Xinwen (“Mr. Huang”) , aged 49, is an executive Director and a vice general manager of Frog Prince (China) Daily Chemicals Co., Ltd. (a wholly-owned subsidiary of the Company). Mr. Huang has about 11 years of experience in the international trade, and is currently responsible for the Group’s international trade and production management. He joined the Group in May 1995 as a part time manager of the equipment division, and formally joined the Group as a manager of the international division in March 2003. In August 2004, he was appointed as the manager of the international trade department of the Group, and was appointed as the vice general manager of the Group in October 2006. Prior to joining the Group, he once served at the production department of an aluminum container company in Zhangzhou City, Fujian Province. He received a diploma in light industry machinery from Longxi Area Technical School (龍溪地區工業學校) in 1986.

Mr. Huang has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the existing service contract entered into between Mr. Huang and the Company, his current term of office is 3 years from 5 June 2014, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. He is also subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, Mr. Huang does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2016 AGM

APPENDIX II

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Huang had the following interests in the Shares/underlying Shares:

• (a) Mr. Huang was interested in 400,000 Shares, representing approximately 0.04% of the issued share capital of the Company; and

• (b) Mr. Huang was interested in 3,400,000 underlying Shares, representing approximately 0.34% of the issued share capital of the Company, which were the share options granted by the Company, entitling him to subscribe for 3,400,000 Shares pursuant to the Company’s existing share option scheme.

Save as disclosed above, Mr. Huang was not interested or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the service contract entered into between Mr. Huang and the Company, he is entitled to receive a salary of HK$240,000 per annum. He is also entitled to receive, together with all other executive Directors, a share of a total discretionary bonus of not more than 5% of the audited consolidated profit of the Company after taxation and minority interests but before extraordinary items and payment of such bonus for each financial year (the level of such discretionary bonus to be decided upon by the Board having regard to the recommendation made by the Company’s remuneration committee). Mr. Huang is also eligible to participate in the share option scheme of the Company. The above emoluments of Mr. Huang are determined by the Board by reference to his performance, experience and responsibilities.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Huang to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Huang that need to be brought to the attention of the Shareholders.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2016 AGM

APPENDIX II

(3) MR. LI ZHOUXIN

Position and experience

Mr. Li Zhouxin (“Mr. Li”) , aged 32, was appointed as an executive Director on 27 January 2016. He is also the Chief Financial Officer of the Company, primarily responsible for developing the Company’s strategic development plans, managing the Company’s financial affairs, and assessing the external investment projects and internal audit affairs. Mr. Li joined the Group in November 2011 as the director of strategic development center of Frog Prince (China) Daily Chemicals Co., Ltd. (“ Frog Prince ”, a wholly-owned subsidiary of the Company). Since 1 January 2014, he has served as the chief financial officer of Frog Prince, responsible for comprehensive financial management of Frog Prince. Mr. Li is currently a director and the vice general manager of Frog Prince. Prior to joining the Group, Mr. Li worked as an auditor and assistant manager of the audit division at KPMG Consulting (China) Co. Ltd. from August 2007 to December 2010. From December 2010 to November 2011, he served as a finance manager at a company listed on the main board of NASDAQ. Mr. Li graduated from Fuzhou University with a bachelor degree in finance in 2007. Mr. Li is a PRC certified public accountant (non-practising) and a certified management accountant recognized by Institute of Management Accountants USA. Mr. Li also holds a Certification in Risk Management Assurance accredited by The Institute of Internal Auditors.

Mr. Li has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the existing service contract entered into between Mr. Li and the Company, his current term of office is 3 years from 27 January 2016, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, Mr. Li does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2016 AGM

APPENDIX II

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Li held 1,480,000 share options granted by the Company, entitling him to subscribe for 1,480,000 Shares, representing approximately 0.15% of the issued share capital of the Company. Save as disclosed above, Mr. Li was not interested or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the service contract entered into between Mr. Li and the Company, he is entitled to receive a salary of RMB900,000 per annum. He is also entitled to receive, together with all other executive Directors, a share of a total discretionary bonus of not more than 5% of the audited consolidated profit of the Company after taxation and minority interests but before extraordinary items and payment of such bonus for each financial year (the level of such discretionary bonus to be decided upon by the Board having regard to the recommendation made by the Company’s remuneration committee). Mr. Li is also eligible to participate in the share option scheme of the Company. The above emoluments of Mr. Li are determined by the Board by reference to his qualifications, experience and responsibilities.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Li to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Li that need to be brought to the attention of the Shareholders.

(4) MR. WONG WAI MING

Position and experience

Mr. Wong Wai Ming (“Mr. Wong”) , aged 43, was appointed as an independent non-executive Director on 18 February 2011. He is also the chairman of the Audit Committee, the Remuneration Committee and the Nomination Committee of the Company. Mr. Wong obtained a bachelor degree in business administration from The Chinese University of Hong Kong in 1994. He is a fellow of Hong Kong Institute of Certified Public Accountants and a fellow of Association of Chartered Certified Accountants. Mr. Wong has over 20 years of experience in auditing, accounting and finance fields. He had worked for several listed companies as director or chief financial officer. He is currently the chief financial officer of a pharmaceutical group in Hong Kong.

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2016 AGM

Mr. Wong has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the existing service contract entered into between Mr. Wong and the Company, his current term of office is 3 years from 5 June 2014, unless terminated by either party giving to the other not less than 1 month’s prior notice in writing. He is also subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, Mr. Wong does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Wong held 600,000 share options granted by the Company, entitling him to subscribe for 600,000 Shares, representing approximately 0.06% of the issued share capital of the Company. Save as disclosed above, Mr. Wong was not interested or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the service contract entered into between Mr. Wong and the Company, he is entitled to receive a salary of RMB189,600 per annum. Mr. Wong is also eligible to participate in the share option scheme of the Company. The above emolument of Mr. Wong is determined by the Board by reference to his performance, experience and responsibilities.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Wong to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Wong that need to be brought to the attention of the Shareholders.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2016 AGM

APPENDIX II

(5) MR. LEE MAN CHIU

Position and experience

Mr. Lee Man Chiu (“Mr. Lee”) , aged 43, was appointed as an independent non-executive Director on 16 October 2015. He graduated from Harvard University with a bachelor’s degree in arts in 1994 and received a Juris Doctor degree from Georgetown University Law Center in 1998. Mr. Lee is a non-practising solicitor in Hong Kong and was also admitted to the Bar in New York in 1999. Mr. Lee was a partner at international law firms, Locke Lord LLP and Hogan Lovells LLP, and has advised on a broad range of transactions, including equity offerings and listings, private equity and venture capital, cross-border mergers and acquisitions, and general corporate and banking.

Mr. Lee has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the existing service contract entered into between Mr. Lee and the Company, his current term of office is 3 years from 16 October 2015, unless terminated by either party giving to the other not less than 1 month’s prior notice in writing. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, Mr. Lee does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Lee held 200,000 share options granted by the Company, entitling him to subscribe for 200,000 Shares, representing approximately 0.02% of the issued share capital of the Company. Save as disclosed above, Mr. Lee was not interested or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO.

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2016 AGM

Director’s emoluments

Pursuant to the service contract entered into between Mr. Lee and the Company, he is entitled to receive a salary of HK$240,000 per annum. Mr. Lee is also eligible to participate in the share option scheme of the Company. The above emolument of Mr. Lee is determined by the Board by reference to his qualifications, experience and responsibilities.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Lee to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Lee that need to be brought to the attention of the Shareholders.

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NOTICE OF THE 2016 AGM

China Child Care Corporation Limited 中國兒童護理有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1259)

NOTICE IS HEREBY GIVEN that an Annual General Meeting of China Child Care Corporation Limited (中國兒童護理有限公司) (the “ Company ”) will be held at No. 8, North Wuqiao Road, Lantian Economic Development Zone, Zhangzhou City, Fujian Province, The People’s Republic of China on Thursday, 16 June 2016 at 3 p.m. for the following purposes:

1. To consider, adopt and receive the audited consolidated financial statements of the Company and the reports of the directors and auditors of the Company for the year ended 31 December 2015;

2. To re-elect Mr. Ge Xiaohua as an executive director of the Company;

3. To re-elect Mr. Huang Xinwen as an executive director of the Company;

4. To re-elect Mr. Li Zhouxin as an executive director of the Company;

5. To re-elect Mr. Wong Wai Ming as an independent non-executive director of the Company;

6. To re-elect Mr. Lee Man Chiu as an independent non-executive director of the Company;

7. To authorize the board of directors of the Company to fix the respective directors’ remuneration;

8. To re-appoint Ernst & Young as auditors of the Company and to authorize the board of directors of the Company to fix their remuneration;

9. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares on The Stock Exchange of Hong Kong Limited or on another stock exchange recognized by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;

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NOTICE OF THE 2016 AGM

• (b) the total number of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

• (c) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings; and

  • (iii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held.”;

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorize the directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF THE 2016 AGM

• (c) the total number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as defined below);

• (ii) the exercise of the outstanding conversion rights attaching to any convertible bonds or securities issued by the Company, which are convertible into shares of the Company;

• (iii) the exercise of options under a share option scheme of the Company; and

• (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings; and

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; and

“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).”; and

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NOTICE OF THE 2016 AGM

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

2. “ THAT conditional upon the passing of the resolutions set out in items 9 and 10 of the notice convening this meeting (the “ Notice ”), the general mandate referred to in the resolution set out in item 10 of the Notice be and is hereby extended by the addition to the total number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of the total number of shares purchased by the Company pursuant to the general mandate referred to in the resolution set out in item 9 of the Notice, provided that such amount shall not exceed 10% of the total number of the issued shares of the Company as at the date of passing of this resolution.”.

By order of the Board Li Zhenhui Chairman of the Board

28 April 2016

Notes:

• a. Any member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• b. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company’s Branch Share Registrar and Transfer Office in Hong Kong (i.e. Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.

• c. To ascertain shareholders’ eligibility to attend and vote at this meeting, the register of members of the Company will be closed from Tuesday, 14 June 2016 to Thursday, 16 June 2016 (both days inclusive), during which period no share transfer will be effected. In order to qualify for attending and voting at the annual general meeting, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Branch Share Registrar and Transfer Office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration no later than 4:30 p.m., on Monday, 13 June 2016.

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NOTICE OF THE 2016 AGM

This Circular, in both English and Chinese versions, is available on the Company’s website at www.princefrog.com.cn.

Shareholders may at any time change their choice of language(s) (either English only or Chinese only or both languages) of the corporate communications of the Company (the “ Corporate Communications ”).

Shareholders may send their request to change their choice of language(s) of Corporate Communications by notice in writing to the Company’s Branch Share Registrar and Transfer Office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

Shareholders who have chosen to receive the Corporate Communications in either English or Chinese version will receive both English and Chinese versions of this Circular since both languages are bound together into one booklet.

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