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

中 國 育 兒 網 絡 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1736)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES

AND REPURCHASE SHARES

AND

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of China Parenting Network Holdings Limited to be held at Room 1304, 13/F, Building J, Cloud Security City, No. 19 Ningshuang Road, Nanjing, Jiangsu Province, the People's Republic of China on Friday, 11 June 2021 at 10:00 a.m. is set out on pages 13 to 17 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (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 54, 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 meeting (i.e. by Wednesday, 9 June 2021, at 10:00 a.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.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Practical measures will be taken to try to avoid the spread of COVID-19 at the Annual General Meeting, including:

. compulsory temperature checks and health declarations for all attendees, including Directors and Shareholders

. prohibition from attendance at the Annual General Meeting if the attendee has a fever (detected body temperature higher than or equal to 37.3 degrees Celsius). Persons exhibiting flu-like symptoms may also be refused admittance to the venue of the Annual General Meeting

. compulsory wearing of surgical face masks throughout the Annual General Meeting

. maintaining proper distance between seats

. no refreshments will be served at the Annual General Meeting

Any person who does not comply with the precautionary measures may be denied entry into the venue of the Annual General Meeting. The Company reminds Shareholders that they may appoint the Chairman of the meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attend the Annual General Meeting in person.

12 May 2021

CONTENTS

Page

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

1

LETTER FROM THE BOARD

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

GENERAL MANDATE TO ISSUE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

REPURCHASE MANDATE TO REPURCHASE SHARES . . . . . . . . . . . . . . . . . . . . .

4

RE-ELECTION OF RETIRING DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

FORM OF PROXY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

VOTING BY WAY OF POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

APPENDIX I - DETAILS OF RETIRING DIRECTORS PROPOSED

FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

APPENDIX II - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10

NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13

- i -

DEFINITIONS

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

''Annual General Meeting''

the annual general meeting of the Company to be held at

Room 1304, 13/F, Building J, Cloud Security City, No. 19

Ningshuang Road, Nanjing, Jiangsu Province, the People's

Republic of China on Friday, 11 June 2021 at 10:00 a.m. or

any adjournment thereof, the notice of which is set out on

pages 13 to 17 of this circular

''Articles of Association''

the articles of association of the Company

''Board''

the board of Directors

''Cayman Companies Law''

the Companies Law, Cap. 22 (Law 3 of 1961, as

consolidated and revised) of the Cayman Islands, as

amended, supplemented or otherwise modified from time to

time

''Company''

China Parenting Network Holdings Limited, an exempted

company incorporated in the Cayman Islands on 13 October

2014 as with limited liability and whose shares are listed on

the Main Board of the Stock Exchange

''Director(s)''

the director(s) of the Company

''Extension Mandate''

a general and unconditional mandate proposed to be granted

to the Directors to the effect that the total number of Shares

which may be allotted and issued under the General

Mandate may be increased by an additional number

representing such number of Shares actually repurchased

under the Repurchase Mandate

''General Mandate''

a general and unconditional mandate proposed to be granted

to the Directors at the Annual General Meeting to exercise

the power of the Company to allot, issue and deal with new

Shares not exceeding 20% of the number of issued Shares

as at the date of passing of the relevant resolution granting

the General Mandate

''Group''

the Company and its subsidiaries

''Hong Kong''

the Hong Kong Special Administrative Region of the

People's Republic of China

''Latest Practicable Date''

6 May 2021, being the latest practicable date prior to the

printing of this circular for the purpose of ascertaining

certain information contained in this circular

- 1 -

DEFINITIONS

''Listing Rules''

''Main Board''

''Repurchase Mandate''

''Securities and Futures Ordinance''

''Share(s)''

''Shareholder(s)'' ''Stock Exchange'' ''Takeovers Code'' ''%''

The Rules Governing the Listing of Securities on the Stock Exchange

the main board of the Stock Exchange

the general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the number of issued Shares as at the date of passing of the relevant resolution granting the Repurchase Mandate

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

ordinary share(s) of nominal value of HKD0.01 each in the capital of the Company

the holder(s) of the Share(s)

The Stock Exchange of Hong Kong Limited

the Code on Takeovers and Mergers

per cent.

- 2 -

LETTER FROM THE BOARD

China Parenting Network Holdings Limited

中 國 育 兒 網 絡 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1736)

Executive Directors:

Registered office:

Mr. Zhang Lake Mozi (Chairperson)

Cricket Square Hutchins Drive

Mr. Cheng Li

P.O. Box 2681

Mr. Hu Qingyang

Grand Cayman KY1-1111

Cayman Islands

Non-executive Directors:

Ms. Li Juan

Principal place of business

Mr. Wu Haiming

in Hong Kong:

Mr. Zhang Haihua

Room 1905

China Resources Building

Independent Non-executive Directors:

26 Harbour Road

Mr. Wu Chak Man

Wanchai, Hong Kong

Mr. Zhao Zhen

Mr. Ge Ning

12 May 2021

To the Shareholders

Dear Sir or Madam

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES

AND REPURCHASE SHARES

AND

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide Shareholders with the notice of Annual General Meeting and the information of the following proposals to be put forward at the Annual General Meeting: (i) the grant to the Directors of General Mandate, the Repurchase Mandate and the Extension Mandate and (ii) the re-election of the retiring Directors.

- 3 -

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China Parenting Network Holdings Ltd. published this content on 12 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 May 2021 13:13:02 UTC.