Prosperous Future Holdings Limited — Proxy Solicitation & Information Statement 2019

Jun 6, 2019

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)

Second Proxy Form for use at the Annual General Meeting to be held on Friday 28 June 2019

I/We, [(Note][1)]

of

of shares [(Note][2)] of HK$0.01 each in the share capital of China Child Care Corporation Limited (the

being the registered holder(s) of shares “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING [(Note][4)] or

of

as my/our proxy to attend the Annual General Meeting (or at any adjourned meeting) of the Company to be held at Room Golden Bay, 2/F, Golden Bay Resort, 168 South Huandeng Road (Huandeng Nan Lu), Dadeng Islands, Xiamen, Fujian Province, The People’s Republic of China at 9:00 a.m. on Friday, 28 June 2019 for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

			ORDINARY RESOLUTIONS		FOR (Notes 5 & 6)	FOR (Notes 5 & 6)	AGAINST (Notes 5 & 6)	AGAINST (Notes 5 & 6)
1.	To receive, consider and adopt 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 2018.
2.	To re-elect Mr. Chau Ling as an executive director of the Company.
3.	To re-elect Mr. Ma Kwan Yung Stephen as an independent non-executive director of the Company.
4.	To re-elect Ms. Chan Sze Man as an independent non-executive director of the Company.
5.	To authorize the board	of directors of the Company to fix the respective directors’ remuneration.
6.	To re-appoint CCTH CPA		Limited as auditors of the Company and to authorize the board of
	directors of the Company to fix auditors’ remuneration.
7.	To give a general mandate to the directors of the Company to repurchase the Company’s shares not
	exceeding 10% of the total number of issued shares of the Company as at the date of passing this
	resolution (the “Repurchase Mandate”).
8.	To give a general mandate to the directors of the Company to issue,			allot and deal with additional
	shares of the Company	not	exceeding 20% of the total number of issued shares of the Company as
	at the date of passing this resolution (the “Issuance Mandate”).
9.	Conditional upon the passing of the resolutions no. 7 and 8, to extend the Issuance Mandate granted to
	the directors of the Company to issue, allot and deal with additional			shares of the Company by the
	total number of shares repurchased by the Company under the Repurchase Mandate.
10.	To refresh the scheme mandate limit up to 10% of the number of issued shares of the Company as at
	the date of passing the	resolution.
11.	To re-elect Mr. Lau Ka Ho as an executive director of the Company.
Dated	this	day of 2019.		Signature_(Note 7)_:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated. 2. Please insert the number of shares of the Company registered in your name(s). If no number is inserted, this Second Proxy Form will be deemed to relate to all the shares of the Company registered in your name(s). 3. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his/her/its proxy to attend and vote on his/her/its behalf. The proxy need not be a member of the Company but must attend the meeting in person to represent the member.

2. If any proxy other than the Chairman is preferred, strike out the words “ THE CHAIRMAN OF THE MEETING or ” and insert the name and address of the proxy desired in the space provided. A member of the Company who is the holder of two or more shares may appoint appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST” . Failure to complete any or all the boxes will entitle your proxy to cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

4. All resolutions will be put to vote by way of poll at the meeting. Every member of the Company present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote for every fully paid share of which he/she/it is the holder. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.

5. This Second Proxy Form must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized.

6. To be valid, this Second Proxy Form together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s Branch Share Registrar and Transfer Office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding this meeting (i.e. not later than 9:00 a.m. on Wednesday, 26 June 2019) or the adjourned meeting.

7. A Shareholder who has not yet lodged the Original Proxy Form is requested to lodge the Second Proxy Form if he/she wishes to appoint proxy(ies) to attend and vote at the AGM on his/her behalf. In this case, the Original Proxy Form should not be lodged with the Share Registrar. A shareholder who has already lodged the Original Proxy Form with the Share Registrar should note that: (i) if no Second Proxy Form is lodged with the Share Registrar, the Original Proxy Form will be treated as a valid form of proxy lodged by him/her if correctly completed. The proxy so appointed by the Shareholder shall be required to vote in such manner as he/she may be directed under the Original Proxy Form and, in respect of the resolution for the proposed re-election of Mr. Lau, as executive Director as set out in the Supplemental Notice of the AGM and the Second Proxy Form, the proxy will be entitled to vote at his/her discretion or to abstain from voting on such resolution;

(ii) if the Second Proxy Form is lodged with the Share Registrar before the Closing Time, the Second Proxy Form, if correctly completed, will revoke and supersede the Original Proxy Form previously lodged by him/her. The Supplemental Proxy Form will be treated as a valid form of proxy lodged by the Shareholder;

(iii) if the Second Proxy Form is lodged with the Share Registrar after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the proxy appointment under the Second Proxy Form will be invalid. The proxy so appointed by the Shareholder under the Original Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (i) above as if no Second Proxy Form was lodged with the Share Registrar.

1. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names of the joint holders stand in the Register of Members of the Company in respect of the joint holding.

2. Completion and delivery of the Second Proxy Form will not preclude you from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked. 12. References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

YourAnnualsupplyGeneralof yourMeetingand ofyourtheproxy’sCompany(or (theproxies’)“ Purposes name(s)”). Weandmayaddress(es)transfer isyouron aandvoluntaryyour proxy’sbasis for(or theproxies’)purposename(s)of processingand address(es)your requestto ourforagent,the appointmentcontractor, orofthirda proxyparty(orserviceproxies)providerand yourwhovotingprovidesinstructionsadministrative,for the computer and other services to us and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company’s Branch Share Registrar and Transfer Office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong.