Prosperous Future Holdings Limited — M&A Activity 2016

Feb 12, 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 ACQUISITION

This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the SFO.

The Board is pleased to announce that on 12 February 2016 (after the trading hours of the Stock Exchange), the Company entered into the non-legally binding Memorandum of Understanding with the Prospective Vendor in relation to the Possible Acquisition regarding the acquisition of 100% equity interest of the Target Company which is principally engaged in the provision of online travelling services.

The Board wishes to emphasise that no legally binding agreement in relation to the Possible Acquisition has been entered into as at the date of this announcement. As such, the Possible Acquisition may or may not proceed. If the Possible Acquisition materialises, it may constitute a notifiable transaction of the Company under the Listing Rules.

Shareholders and potential investors are urged to exercise caution when dealing in the securities of the Company. Further announcement in respect of the Possible Acquisition will be made by the Company as and when appropriate in accordance with the Listing Rules.

This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the SFO.

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The Board is pleased to announce that on 12 February 2016 (after the trading hours of the Stock Exchange), the Company entered into the non-legally binding Memorandum of Understanding with the Prospective Vendor in relation to the Possible Acquisition, the major terms of which are set out below:

MEMORANDUM OF UNDERSTANDING

Date: 12 February 2016

Purchaser: China Child Care Corporation Limited 中國兒童護理有限公 司

Prospective Vendor: Mr. Hu Junyu (胡俊宇先生)

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Prospective Vendor is an Independent Third Party.

Equity interest to be acquired

Under the Memorandum of Understanding, it is proposed that the Purchaser will acquire the 100% equity interest of the Target Company from the Prospective Vendor.

Based on the information currently available to the Company, the Target Company is principally engaged in the provision of online travelling services.

Consideration

The consideration of the Possible Acquisition will be determined, based on a valuation report to be provided by an independent valuer, after further negotiation between the Purchaser and the Prospective Vendor and taking into account the results of the due diligence review of the Target Company.

Due diligence review

After the execution of the Memorandum of Understanding, the Company or the agents/ consultants engaged thereby will proceed to conduct the due diligence review on the legal, financial and business aspects of the Target Company and the Prospective Vendor shall provide and shall procure the Target Company to provide the Purchaser with the necessary documents and information in respect of the due diligence review as required by the Purchaser.

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Conditions precedent

The completion of the Possible Acquisition is subject to fulfilment of the following conditions precedent:

1. The Purchaser has conducted the due diligence review on legal, financial and business aspects of the Target Company with satisfaction;

2. The Formal Agreement has been duly executed by the parties thereto; and

3. The Purchaser has obtained all necessary approvals from its Board or Shareholders’ general meeting (if required).

Exclusivity

The Prospective Vendor undertakes that, within three (3) months upon the execution of the Memorandum of Understanding, he shall not approach or negotiate with any potential purchasers in relation to the sale of the equity interest of the Target Company.

Term of validity

Memorandum of Understanding shall remain valid within three (3) months from the date of the execution of the Memorandum of Understanding.

REASONS FOR AND BENEFITS OF THE POSSIBLE ACQUISITION

The Company has been actively seeking new business opportunities from time to time in order to diversify its business and enhance the long-term growth potential of the Company and the Shareholders’ value. The Directors consider that the Possible Acquisition, if materialise, will enable the Company to diversify its business to new areas and provides an investment opportunity to broaden its income source and improve its financial performance.

GENERAL

The Memorandum of Understanding contains certain legally binding provisions relating to exclusivity, confidentiality and governing law of the Memorandum of Understanding. However, it is not legally binding in respect of the Possible Acquisition and its terms. The terms of the Formal Agreement are yet to be determined.

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The Board wishes to emphasise that no legally binding agreement in relation to the Possible Acquisition has been entered into as at the date of this announcement. As such, the Possible Acquisition may or may not proceed. If the Possible Acquisition materialises, it may constitute a notifiable transaction of the Company under the Listing Rules.

Shareholders and potential investors are urged to exercise caution when dealing in the securities of the Company. Further announcement in respect of the Possible Acquisition will be made by the Company as and when appropriate in accordance with the Listing Rules.

DEFINITIONS

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

• “Board”

• the board of Directors

• “Company” or China Child Care Corporation Limited 中國兒童護理有 “Purchaser” 限公司, a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on the main board of the Stock Exchange (or through a PRC subsidiary of the Company)

• “connected persons” has the meaning ascribed thereto under the Listing Rules

• “Director(s)” director(s) of the Company

• “Formal Agreement” the formal agreement to be entered into between the Purchaser and the Prospective Vendor in relation to the Possible Acquisition

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Independent Third Party” a third party independent of and not connected with the Company and its connected persons

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Memorandum the memorandum of understanding dated 12 February of Understanding” 2016 entered into between the Company and the Prospective Vendor in relation to the Possible Acquisition

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• “Possible Acquisition” the possible acquisition of the entire equity interest of the Target Company by the Purchaser from the Prospective Vendor as contemplated under the Memorandum of Understanding and subject to the execution of the Formal Agreement

• “PRC” the People’s Republic of China, which for the purpose of this announcement shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “Prospective Vendor” Mr. Hu Junyu (胡俊宇先生), a PRC individual who held the entire equity interest of the Target Company and an Independent Third Party

• “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Shareholder(s)” holder(s) of the issued share(s) of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Target Company”

• 廣州東星在線網絡科技有限公司 (GUANGZHOU EAST STAR ONLINE NETWORK TECHNOLOGY CO., LTD [*] ), a limited liability company established under the PRC laws in Guangzhou, and principally engaged in the provision of online travelling services

• “%”

• per cent

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

Hong Kong, 12 February 2016

As at the date of this announcement, the Board comprises five executive Directors, namely Mr. Li Zhenhui, Mr. Xie Jinling, Mr. Ge Xiaohua, Mr. Huang Xinwen and Mr. Li Zhouxin; one non-executive Director, namely Mr. Ren Yunan; and three independent non-executive Directors, namely Mr. Chen Shaojun, Mr. Wong Wai Ming and Mr. Lee Man Chiu.

* For identification purposes only

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