China Parenting Network Holdings Ltd.

11/08/2018 | Press release | Distributed by Public on 11/07/2018 20:42

Circulars - [Connected Transaction / Amendment of Constitutional Documents]

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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Parenting Network Holdings Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

China Parenting Network Holdings Limited ʕ਷ԃՅၣഖછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1736)

(1) CONNECTED TRANSACTION - PROPOSED REPLACEMENT OF THE ORIGINAL VIE UNDERTAKING WITH THE REVISED MEASURES; (2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;

AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 6 to 25 of this circular.

A letter from the Independent Board Committee is set out on pages 26 to 27 of this circular and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders is set out on pages 28 to 40 of this circular.

A notice convening the EGM to be held at Room 1905, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Monday, 26 November 2018 at 2:00 p.m. is set out on pages 47 to 51 of this circular. A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the website of the Stock Exchange (http://www.hkexnews.hk). Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM (i.e. by Saturday, 24 November 2018 at 2:00 p.m.) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting or any adjournment thereof if they so wish and in such event, the proxy shall be deemed to be revoked.

8 November 2018

CONTENTS

Page

DEFINITIONS ..................................................................

1

LETTER FROM THE BOARD ...................................................

6

LETTER FROM THE INDEPENDENT BOARD COMMITTEE .....................

26

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ....................

28

APPENDIX - GENERAL INFORMATION .......................................

41

NOTICE OF EXTRAORDINARY GENERAL MEETING ..........................

47

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

''Announcement''

the announcement dated 10 October 2018 made by the

Company in relation to the proposed replacement of the

Original VIE Undertaking with the Revised Measures and

the proposed amendments to the Articles of Association

''Articles of Association''

the articles of association of the Company, as amended

from time to time

''associates''

has the meaning ascribed to it under the Listing Rules

''Board''

the board of Directors

''CBM''

children, babies and maternity 孕嬰, refers to infants

and kids aged between 0 and 12, and their parents

(including expectant mothers)

''Company''

China Parenting Network Holdings Limited, an exempted

company incorporated under the laws of the Cayman

Islands on 13 October 2014 with limited liability, the

Shares of which are listed on the main board of the Stock

Exchange

''connected person''

has the meaning ascribed to it under the Listing Rules

''Contractual Arrangement''

the contractual arrangement entered into by the Contractual

Control Entities, the PRC Contractual Entities and the

Relevant Shareholders, details of which are described in

the Transfer Announcement

''Contractual Control Entities''

Nanjing Xibai and Khorgos Xizhi

''controlling shareholder(s)''

has the meaning ascribed to it under the Listing Rules

''Director(s)''

the director(s) of the Company

''Group''

''EGM''

the extraordinary general meeting of the Company to be convened and held at Room 1905, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong, on Monday, 26 November 2018 at 2:00 p.m. to consider and, if thought fit, approve the proposed replacement of the Original VIE Undertaking with the Revised Measures and the proposed amendments to the Articles of Association the Company and its subsidiaries

''Hong Kong''

the Hong Kong Special Administrative Region of the People's Republic of China

''Independent Board Committee''

the independent board committee of the Company, comprising all the independent non-executive Directors, formed to advise the Independent Shareholders as to the fairness and reasonableness of the proposed replacement of the Original VIE Undertaking with the Revised Measures and the proposed amendments to the Articles of Association

''Independent Financial Adviser''

or ''Red Sun Capital''

Red Sun Capital Limited, a licensed corporation under the SFO licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders on the proposed replacement of the Original VIE Undertaking with the Revised Measures and the proposed amendments to the Articles of Association

''Independent Shareholders''

the Shareholders who are not required to abstain from voting at the EGM to approve the proposed replacement of the Original VIE Undertaking with the Revised Measures and the proposed amendments to the Articles of Association

''Khorgos Xizhi''

(Khorgos Xizhi Information Technology Company Limited*), a limited liability company established in the PRC on 28 June 2017 and is an indirect wholly owned subsidiary of the Company

''Latest Practicable Date''

5 November 2018, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

''Listing Committee''

the Listing Committee of the Stock Exchange

''Listing Rules''

the Rules Governing the Listing of Securities on the Stock Exchange

''Loyal Alliance''

Loyal Alliance Management Limited , a limited liability company incorporated in the British Virgin Islands on 18 August 2014 and is direct wholly owned by Ms. Li Juan

''Model Code''

the Model Code for Securities Transactions by Directors of Listed Companies under Appendix 10 of the Listing Rules

''MOFCOM''

Ministry of Commerce of the PRC (formerly known as Ministry of Foreign Trade and Economic Cooperation of the PRC)

''Nanjing Xibai''

(Xibai (Nanjing) Information Technology Company Limited*), a limited liability company established in the PRC on 10 December 2014 and is an indirect wholly owned subsidiary of the Company

''Nanjing Xihui''

''Nanjing Xinchuang''

(Nanjing Xihui Information Technology Company Limited*), a limited liability company established in the PRC on 24 May 2013 and is deemed to an indirect wholly owned subsidiary of the Company pursuant to the Contractual Arrangement (Nanjing Xinchuang Micro Machinery and Electric Technology Company Limited*), a limited liability company established in the PRC on 14 April 2005 and is deemed to an indirect wholly owned subsidiary of the Company pursuant to the Contractual Arrangement

''Nomination Committee''

the nomination committee of the Board