China Household Holdings Limited (SEHK:692) entered into the agreement to acquire China New Oriental Household Holdings Limited from Wu Junyi for HKD 420 million on February 23, 2015. As part of the consideration, 229.09 million consideration shares will be delivered upon Completion, 125 million consideration shares shall be released within 5 business days from the date of determining the net profits of China New Oriental Household Holdings for the financial year from January 1, 2015 to December 31, 2015, 150 million shares shall be released within 5 business days from the date of determining the net profits of China New Oriental Household Holdings for the financial year from January 1, 2016 to December 31, 2016, 35.91 million shares and the promissory note shall be released to within 5 business days from the date of determining the net profits of for the financial year from January 1, 2017 to December 31, 2017. The consideration is subject to downward adjustment in the event that the audited net profits after tax of the China New Oriental Household is lower than as mentioned in the agreement. The amendment to the agreement provides that the aggregate audited consolidated net profit after tax of the China New for the year ending December 31, 2015 shall be not less than HKD 75 million, the audited consolidated net profit after tax of the China New for the year ending December 31, 2016 shall be not less than HKD 100 million and the audited consolidated net profit after tax of the China New for the year ending December 31, 2017 shall be not less than HKD 120 million. Upon Completion, China New Oriental Household will become a subsidiary of China Household Holdings.

The transaction is subject to due diligence review, approval by the shareholders of China Household Holdings, PRC legal opinions have been obtained, all waivers, consents, approvals, licenses, authorizations, permits, orders and exemptions required for the agreement and the transactions contemplated hereunder have been obtained from the related government or regulatory authorities or other third parties and approval for the listing of, and permission to deal in, the consideration shares have been granted by the Listing Committee of the Stock Exchange. The Directors of China Household Holdings (including independent non-executive Directors) consider the consideration for the acquisition is fair and reasonable and that the terms and conditions of the agreement and the entering into of the agreement are in the interests of China Household Holdings and the shareholders as a whole. If the conditions are not satisfied by August 31, 2015, the agreement will be terminated. Completion shall take place on the third business day after the date of the fulfillment or waiver of all the conditions precedent required to be fulfilled before completion. LCH (Asia-Pacific) Surveyors Limited acted as valuer in the transaction.