Prosperous Future Holdings Limited — Capital/Financing Update 2016

Nov 14, 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)

MEMORANDUM OF UNDERSTANDING IN RELATION TO A POSSIBLE INVESTMENT

The Board is pleased to announce that on 14 November 2016 (after trading hours), the Company and the Vendor entered into the MOU pursuant to which the Vendor proposed to sell and the Company proposed to purchase 33.33% of the issued share capital of the Target Company, subject to the entering into the Formal Agreement.

The Board wishes to emphasise that the MOU is non-legally binding and no Formal Agreement may be signed. The Possible Investment may or may not materialise and shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

This announcement is made by the Company pursuant to Rule 13.09(2)(a) of the Listing Rules and the inside information provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571, the Laws of Hong Kong).

THE MOU

The principal terms of the MOU are summarised as follows:

Date:

14 November 2016 (after trading hour)

Parties:

(i) Purchaser : China Child Care Corporation Limited, the Company (ii) Vendor : Nova Entertainment Limited

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, the Vendor and its ultimate beneficial owner(s) are Independent Third Parties.

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Subject matter

Pursuant to the MOU, the Vendor proposed to sell and the Company proposed to purchase 33.33% of the issued share capital of the Target Company, subject to the entering into of the Formal Agreement. Subject to entering into the Formal Agreement, the consideration of the Possible Investment shall be HK$100 million and the manner of payment shall be further negotiated between the Company and the Vendor and be determined in the Formal Agreement.

Pursuant to the MOU, the Vendor shall not (and shall procure their agents and advisers not to) during the Exclusivity Period directly or indirectly negotiate with any third party on any sale or transfer of any shares or material assets of the Target Group. The Formal Agreement will be entered into by the parties within 20 days upon completion of the DD Review provided that the result of which is to the satisfaction of the Company.

The Vendor shall provide to the Company and/or procure the Company’s access to all records and documents of the Target Company forthwith upon request for DD Review purpose and to respond forthwith to the enquiries of the Company.

Termination

The MOU will be terminated if, inter alia, (a) the Company and the Vendor do not enter into the Formal Agreement within 20 days upon completion of the DD Review; (b) the execution of the Formal Agreement to supersede the MOU; (c) the Company and the Vendor enter into written agreement to terminate the MOU; (d) the Board does not approve the Possible Investment; or (e) the Possible Investment does not approve by the governmental or regulatory authorities in Hong Kong.

INFORMATION OF THE TARGET COMPANY

The Target Company is a company incorporated in the British Virgin Islands with limited liability and holds the entire issued share capital of Nova eSports (Hong Kong) Limited, a company incorporated in Hong Kong with limited liability. The Target Company and its subsidiary are principally engaged in electronic sports entertainment through organising multiplayer video game tournaments.

REASONS FOR THE POSSIBLE INVESTMENT

The Group is principally engaged in the design and provision of a broad range of children’s personal care products, including skin care products, body and hair care products and oral care products under our own brands in the PRC.

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The Directors undertake strategic reviews of the Company’s assets from time to time with a view to maximising returns to the shareholders of the Company. The Directors consider that the Possible Investment is a valuable investment opportunity for the Company to participate in gaming market around the world. Accordingly, the Directors believe that the Possible Investment will enhance shareholders’ value and is in line with the long-term development strategy of the Company.

The terms of the MOU were arrived at after arm’s length negotiations between the Company and the Vendor. The Directors consider that the Possible Investment and the transactions contemplated thereunder are on normal commercial terms and are fair and reasonable and in the interests of the Company and its shareholders as a whole.

The Board wishes to emphasise that the MOU is non-legally binding and no Formal Agreement may be signed. The Possible Investment may or may not materialise and shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

“Board”	the board of Directors
“Company”	China Child Care Corporation Limited, a company incorporated in
	the Cayman Islands with limited liability, the issued shares of
	which are listed on the Stock Exchange (stock code: 1259)
“connected person(s)”	has the meaning ascribed to it under the Listing Rules
“DD Review”	due diligence review to be conducted by the Company in respect of
	the Target Company
“Director(s)”	the director(s) of the Company
“Exclusivity Period”	an exclusive period of six months following the date of the MOU
“Formal Agreement”	a formal sale and purchase agreement to be entered into between
	the Vendor and the Company in relation to the Possible Investment
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong Dollar, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC

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“Independent Third Party”	a party independent of and not connected with the Company and its
	connected person
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“MOU”	the memorandum of understanding dated 14 November 2016
	entered into between the Vendor and the Company relating to the
	Possible Investment
“Possible Investment”	the possible acquisition of the 33.33% of the issued share capital of
	the Target Company by the Company
“PRC”	the People’s Republic of China which, for the purpose of this
	announcement,excludesHongKong,theMacauSpecial
	Administrative Region of the PRC and Taiwan
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Target Company”	Nova eSports Limited, a company incorporate in the British Virgin
	Islands with limited liability and is wholly-owned by the Vendor
“Vendor”	Nova Entertainment Limited, an investment holding company
	incorporated in the Cayman Islands with limited liability
“%”	percentage

By order of the Board China Child Care Corporation Limited Tsai Wallen Executive Director

Hong Kong, 14 November 2016

As at the date of this announcement, the Board comprises (i) four executive directors, namely Mr. Ge Xiaohua, Mr. Huang Xinwen, Mr. Li Zhouxin and Mr. Tsai Wallen; (ii) two non-executive directors, namely Mr. Li Zhenhui and Mr. Ren Yunan; and (iii) three independent non-executive directors, namely Mr. Tang Shuo, Mr. Tsao Benedict and Ms. Chan Sze Man.

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