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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. Co-Prosperity Holdings Limited 協盛協豐控股有限公司* (Incorporated in the Cayman Islands with limited liability) (Stock Code: 707) VOLUNTARY ANNOUNCEMENT MEMORANDA OF UNDERSTANDING IN RESPECT OF THE PROPOSED ACQUISITIONS This is a voluntary announcement made by Co-Prosperity Holdings Limited (the “Company”, together with its subsidiaries, the “Group”) for keeping the shareholders of the Company and potential investors informed of the latest business development of the Group. The board (the “Board”) of directors (the “Directors”) of the Company is pleased to announce that, after the trading hours on 7 April 2016, the Company has entered into two memoranda of understanding (the “Memoranda”) in respect of the Company’s proposed acquisition of the entire issued share capital of (i) Enoki Films Co., Ltd.* (エ ノキフイルム株式会社) (“Enoki Films”) and (ii) Kuma Co., Ltd. * (有限会社九魔) (“Kuma”) respectively (the “Proposed Acquisitions”). The Memoranda are non-legally binding save for the provisions relating to confidentiality, governing law and exclusivity. THE MEMORANDUM OF UNDERSTANDING WITH ENOKI FILMS After the trading hours on 7 April 2016, the Company entered into a memorandum of understanding (the “Enoki Films MOU”) with Enoki Films and 榎善教氏 (“Vendor 1”) in respect of the Company’s proposed acquisition of the entire issued share capital of Enoki Films (the “Proposed Acquisition 1”) from Vendor 1. * For identification purpose only 1 Pursuant to the Enoki Films MOU, Vendor 1 granted an exclusivity period to the Company and agreed that it will not negotiate with or solicit offers from any other parties in relation to the Proposed Acquisition 1 within a period of 90 days after the date of signing of the Enoki Films MOU. During such period, the Company shall conduct due diligence review on Enoki Films’ assets, liabilities, legal, finance, operation, matters and other aspects which the Company considers appropriate. Vendor 1 and Enoki Films shall provide assistance to the Company in respect of the due diligence review so that such review can be completed within the exclusivity period. The Enoki Films MOU shall be terminated and be of no force and effect on the earlier of (i) the date on which the formal agreement in relation to the Proposed Acquisition 1 is executed, (ii) the expiry of the exclusivity period; or (iii) any other date as the parties to the Enoki Films MOU may agree, whereupon the parties to the Enoki Films MOU shall have no further obligations to the other parties. THE MEMORANDUM OF UNDERSTANDING WITH KUMA After the trading hours on 7 April 2016, the Company entered into a memorandum of understanding (the “Kuma MOU”) with Kuma and 隈部昌二氏 (“Vendor 2”) in respect of the Company’s proposed acquisition of the entire issued share capital of Kuma (the “Proposed Acquisition 2”) from Vendor 2. Pursuant to the Kuma MOU, Vendor 2 granted an exclusivity period to the Company and agreed that it will not negotiate with or solicit offers from any other parties in relation to the Proposed Acquisition 2 within a period of 90 days after the date of signing of the Kuma MOU. During such period, the Company shall conduct due diligence review on Kuma’s assets, liabilities, legal, finance, operation, matters and other aspects which the Company considers appropriate. Vendor 2 and Kuma shall provide assistance to the Company in respect of the due diligence review so that such review can be completed within the exclusivity period. Pursuant to the Kuma MOU, the Company shall pay a refundable deposit of US$50,000 to Vendor 2 within seven working days upon signing the Kuma MOU. The consideration of the Proposed Acquisition 2 will be settled at completion, less the refundable deposit of US$50,000 paid by the Company to Vendor 2. In the event that the Proposed Acquisition 2 fails to be completed, Vendor 2 shall repay the amount to the Company within a period of 90 days after the date of signing of the Kuma MOU. The Kuma MOU shall be terminated and be of no force and effect on the earlier of (i) the date on which the formal agreement in relation to the Proposed Acquisition 2 is executed, (ii) the expiry of the exclusivity period; or (iii) any other date as the parties to the Kuma MOU may agree, whereupon the parties to the Kuma MOU shall have no further obligations to the other parties. 2 INFORMATION ON ENOKI FILMS Enoki Films is a company with limited liability incorporated in Japan in 1975 and is principally engaged in the business of animation realisation, production, licensing, and possesses animation intellectual property rights. In a 40 year period, Enoki Films had distributed more than 96 animated television series and animated feature films worldwide until 2010, with masterpieces appealing to a wide audience including “Captain Tsubasa” (足球小將) series which were licensed all over the world and proved to be very popular among football fans, the “Slayers” (秀逗魔法 師) series which remain one of the top sellers of Japanese animation products in the U.S. video market to this day and “Prince Mackaroo” also known as “Ojaru-Maru” (反 斗小王子) for pre-school children with over 1,350 episodes, and counting, in total. Another football animation series was added to Enoki Films’ vast catalogue with the addition of “Giant Killing” which is based on and adapted from one of the best sellers of comics. Enoki Films continues to push the boundaries of unique animation production. Enoki Films developed and produced a TV series entitled “Monkey Magic”, the first series using state-of-the-art 2D and 3D computer graphics and “Firestorm”, an exciting series created by cutting edge design technology featuring 2D characters in 3D backgrounds. Looking to build upon the worldwide popularity of Manga style ‘anime’ products, Enoki Films have produced several series such as “Ikki Tousen” (一騎當千), “Saiyuki” (最遊記), and “Revolutionary Girl Utena” (少女革命) to attract new fans. INFORMATION ON KUMA Kuma is a company with limited liability incorporated in Japan in 1979 and is principally engaged in the business of animation production. Kuma has more than 30 years of history in animation production and has produced numerous animation including the well-known TV animation called “The Galaxy Railways” (銀河鐵道999). Kuma has also involved in the production of movie version of “Evangelion: 1.0 You are not alone” (福音戰士新劇場版：序) and “Doraemon: Nobita’s Dorabian Nights” (哆啦A夢：大雄的天方夜譚). REASONS FOR ENTERING INTO THE MEMORANDA The Group is principally engaged in, among others, processing, printing and sales of finished fabrics and trading of fabrics and clothing. In order to explore and capitalise other potential opportunities in the market to enhance the interests of shareholders, the Group also intends to develop new business in the advertising, cultural, media and entertainment industry as the Company has noticed the rapid development and remarkable growth of this industry and also the opportunities and potentials of developing relevant products to the market. 3 In line with the Group’s recent developments in this market, the Proposed Acquisitions by the Company will further provide a secure foothold in the entertainment industry. The Group has identified and believe there is an exciting opportunity for the Proposed Acquisitions to work together as Kuma’s extensive experience in development and animation production can synergise with Enoki Films to produce various animation products from the vast collection of intellectual property. The acquisition of industry giants Enoki Films brings not only exclusive intellectual property rights of popular animation series but also 40 years’ worth of production experience and knowledge in the animation industry. Kuma and Enoki Films are both highly popular and feature an impressive library of animation appealing to fans around the world. The synergistic opportunities that exist from the Enoki Films/Kuma combination will enhance efficiency by combining the two businesses to significantly reduce operational costs resulting in greater performance and value. With the Proposed Acquisitions, the Group will have solid foundations for growth in the entertainment market by creating animation productions. From this, the Directors believe that the Proposed Acquisitions have massive potential to bring in considerable profits and benefits to the Group. GENERAL To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, Vendor 1 and Vendor 2 are third parties independent of the Company and its connected persons (as defined under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”)). The Memoranda and the transactions contemplated thereunder do not constitute connected transaction of the Company under Chapter 14A of the Listing Rules. The Memoranda may or may not lead to the entering into of any definitive agreement(s) for the Proposed Acquisitions. The Proposed Acquisitions, if materialized, may constitute a notifiable transaction for the Company under the Listing Rules. The Company will make further announcement(s) as and when appropriate and comply with all other applicable requirements under the Listing Rules. As the Proposed Acquisitions may or may not be materialised, shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company. By order of the Board of Co-Prosperity Holdings Limited Tang Hon Kwo Chairman Hong Kong, 7 April 2016 As at the date of this announcement, the Board comprises Mr. Tang Hon Kwo, Mr. Ip Ka Po, Mr.

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