HC Group Inc. — AGM Information 2017

Apr 24, 2017

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HC INTERNATIONAL, INC. 慧聰網有限公司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock code: 2280)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING

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

being the registered holder(s) of [(Note][2)] ordinary capital of HC International, Inc. (the “Company”), HEREBY APPOINT [(Note][3)] the Chairman of the Meeting, or of

ordinary shares of HK$0.10 each in the

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the annual general meeting (the “Meeting”) (or any adjournment thereof) of the Company to be held at Tower B, Jingyi Technical Building, No. 9 Dazhongsi East Road, Haidan District, Beijing, the People’s Republic of China (100098) at 4:00 p.m. on 26th May 2017 (Friday) for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the Meeting and at the Meeting, or any adjournment thereof, to vote for me/us in my/our name(s) in respect of the resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit and in respect of any business that may properly come before the Meeting.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	(Note 4)	FOR (Note 5)	FOR (Note 5)	AGAINST (Note 5)	AGAINST (Note 5)
1	To receive and consider the	audited financial	statements and the reports of
	the directors and auditors for the year ended 31st December 2016.
2	To re-appoint PricewaterhouseCoopers as the		auditors of the Company and
	to authorise the board of directors of the Company to fix their remuneration.
3(A)	To re-elect Mr. Liu Jun as an	executive director of the Company.
3(B)	To re-elect Mr. Wong Chi Keung as a non-executive director of the Company.
3(C)	To re-elect Mr. Zhang Tim Tianwei as an independent non-executive director
	of the Company.
3(D)	To re-elect Mr. Tang Jie as	an independent	non-executive director	of the
	Company.
3(E)	To authorise the board of directors of the Company to fix the remuneration of
	the directors of the Company.
4	To declare a final dividend	of HK$0.05 per Share for the year ended 31st
	December 2016.
5(A)	To grant a general mandate to the directors to issue new shares			of the
	Company.
5(B)	To grant a general mandate to the directors to repurchase shares			of the
	Company.
5(C)	To extend the general mandate to be given to the directors to issue shares.

Dated this day of 2017 Signature [(Note][6)] :

Notes:

1. Full name(s) and address(es) (as shown in the Register of Members) to be inserted in BLOCK CAPITALS .

2. Please insert the number of ordinary shares of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, please delete the words “ the Chairman of the Meeting, or ” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT.

4. The description of the resolutions is by way of summary only. Full text is set out in the notice of the Meeting dated 24th April 2017.

5. IMPORTANT: IF YOU WISH TO VOTE FOR THE ABOVE RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE ABOVE RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. Failure to complete the box will entitle your proxy to vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of any officer or attorney or other person duly authorised.

7. 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 the votes of the other joint holder(s). For this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.

8. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting (or any adjournment thereof).

9. A proxy need not be a member of the Company but must attend the Meeting in person to represent you. 10. Completion and delivery of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.

10. For identification purposes only