Prosperous Future Holdings Limited — Board/Management Information 2016

Jul 19, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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)

CHANGE OF DIRECTORS AND MEMBER OF AUDIT COMMITTEE AND NOMINATION COMMITTEE

The Board announces the following changes in the Company with effect from 19 July 2016:

• (1) Mr. Xie Jinling has resigned as an executive Director;

• (2) Mr. Tsai Wallen has been appointed as an executive Director;

• (3) Mr. Tsao Benedict has been appointed as an independent non-executive Director and a member of both the Audit Committee and Nomination Committee; and

• (4) Mr. Ren Yunan, the non-executive Director and the Vice Chairman of the Board, has ceased to be a member of both the Audit Committee and the Nomination Committee.

RESIGNATION OF EXECUTIVE DIRECTOR

The board (the “ Board ”) of directors (the “ Director(s) ”) of China Child Care Corporation Limited (the “ Company ” and together with its subsidiaries, the “ Group ”) announces that Mr. Xie Jinling (“ Mr. Xie ”) has resigned as an executive Director with effect from 19 July 2016 due to his retirement. Following the said resignation, Mr. Xie will cease to hold all other positions in the Group.

Mr. Xie has confirmed that he has no disagreement with the Board and there is no matter relating to his resignation that needs to be brought to the attention of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and/or the shareholders of the Company (the “ Shareholders ”).

The Board wishes to take this opportunity to express its sincere gratitude to Mr. Xie for his contribution to the Company during his tenure of office.

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APPOINTMENT OF EXECUTIVE DIRECTOR

The Board also announces that Mr. Tsai Wallen (“ Mr. Tsai ”) has been appointed as an executive Director with effect from 19 July 2016.

Set out below are the details of Mr. Tsai required to be disclosed under Rule 13.51(2) of the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”).

Mr. Tsai Wallen (蔡華綸) , aged 56, served as an executive director of Dejin Resources Group Company Limited (a company listed on the Stock Exchange; stock code: 1163) from 3 June 2013 to 12 August 2015. Mr. Tsai had also worked as the general manager of Forestry Business at Dejin Resources Group Company Limited. Mr. Tsai started investing in Hong Kong stock market in 1993. Mr. Tsai has over 30 years of experience in realty, investment and timber business. Mr. Tsai graduated in San Francisco City College.

Save as disclosed above, Mr. Tsai 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.

Pursuant to the service contract entered into between Mr. Tsai and the Company, the term of office of Mr. Tsai is three years, unless terminated by either party giving to the other not less than three 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 of the Company.

As far as the Directors are aware, Mr. Tsai 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.

As at the date of this announcement, Mr. Tsai is not interested or deemed to be interested in any shares or underlying shares of the Company pursuant to Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Pursuant to the service contract entered into between Mr. Tsai and the Company, he is entitled to receive a Director’s fee of HK$360,000 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 Group 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. Tsai is also eligible to participate in the share option scheme of the Company. The above emoluments of Mr. Tsai is determined by the Board by reference to his qualifications, experience and responsibilities.

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Save as disclosed above and as far as the Directors are aware, there is no information of Mr. Tsai 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. Tsai that need to be brought to the attention of the Shareholders.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board further announces that Mr. Tsao Benedict (“ Mr. Tsao ”) has been appointed as an independent non-executive Director with effect from 19 July 2016.

Set out below are the details of Mr. Tsao required to be disclosed under Rule 13.51(2) of the Listing Rules.

Mr. Tsao Benedict (曹斌) , aged 39, has served as an agency manager in Ageas Insurance Company (Asia) Limited since 2013. Prior to that, Mr. Tsao served as a district manager in AIA American International Assurance from 1999 to 2013. Mr. Tsao had sufficient knowledge and over 15 years of experience in the insurance industry, and provided consultation as well as services from assets structuring to assets management with a broad client base. Mr. Tsao also possesses extensive knowledge in the financial markets mainly in investment of different kinds of funds, capital market, commodities and financial derivatives. Mr. Tsao was graduated from Simon Fraser University in 1999.

Mr. Tsao 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.

Pursuant to the service contract entered into between Mr. Tsao and the Company, the term of office of Mr. Tsao is three years, unless terminated by either party giving to the other not less than one 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 of the Company.

As far as the Directors are aware, Mr. Tsao 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.

As at the date of this announcement, Mr. Tsao is not interested or deemed to be interested in any shares or underlying shares of the Company pursuant to Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

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

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Save as disclosed above and as far as the Directors are aware, there is no information of Mr. Tsao 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. Tsao that need to be brought to the attention of the Shareholders.

Following the above appointment of Mr. Tsao, the Company is in compliance with the following requirements: (i) Rule 3.10(1) of the Listing Rules, which prescribes that the board of directors of a listed issuer must include at least three independent non-executive directors; and (ii) Rule 3.10A of the Listing Rules, which prescribes that a listed issuer must appoint independent non-executive directors representing at least one-third of the board.

The Board would like to take this opportunity to welcome Mr. Tsai and Mr. Tsao in joining the Board.

CHANGE OF MEMBER OF AUDIT COMMITTEE AND NOMINATION COMMITTEE

The Board also announces that the following changes in the Company’s Board Committees with effect from 19 July 2016:

• (a) Mr. Ren Yunan, the non-executive Director and the Vice Chairman of the Board, has ceased to be a member of both the Audit Committee and Nomination Committee; and

• (b) Mr. Tsao has been appointed as a member of both the Audit Committee and Nomination Committee.

By order of the Board China Child Care Corporation Limited Li Zhenhui Chairman of the Board

Zhangzhou, the PRC 19 July 2016

As at the date of this announcement, the Board comprises five executive Directors, namely Mr. Li Zhenhui, Mr. Ge Xiaohua, Mr. Huang Xinwen, Mr. Li Zhouxin and Mr. Tsai Wallen; one non-executive Director, namely Mr. Ren Yunan; and three independent non-executive Directors, namely Mr. Wong Wai Ming, Mr. Tang Shuo, and Mr. Tsao Benedict.

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