HC Group Inc. — AGM Information 2017

Apr 24, 2017

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 your 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 HC International, Inc. (the “Company”), you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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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)

RENEWAL OF GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES; RE-ELECTION OF DIRECTORS; PAYMENT OF FINAL DIVIDEND; AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting of the Company to be held at Tower B, Jingyi Technical Building, No. 9 Dazhongsi East Road, Haidian District, Beijing, the People’s Republic of China (100098) on Friday, 26th May 2017, at 4:00 p.m. (the “AGM”) is set out on pages 17 to 21 of this circular.

Whether or not you intend to attend the AGM, you are requested to complete the enclosed form of proxy and return the same to 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 in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof (as the case may be) thereof if you so wish.

24th April 2017

* For identification purposes only

TABLE OF CONTENTS

		Pages
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
Appendix I	– Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II	– Details of Directors for Re-election . . . . . . . . . . . . . . . . . . . .	12
**Notice of the **	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– i –

DEFINITIONS

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

• “AGM” an annual general meeting of the Company for the year ended 31st December 2016 to be held at Tower B, Jingyi Technical Building, No. 9 Dazhongsi East Road, Haidian District, Beijing, the PRC (100098) on 26th May 2017 at 4:00 p.m. or any adjournment thereof

• “AGM Notice” the notice convening the AGM set out on pages 17 to 21 of this circular

• “Articles of Association” the articles of association of the Company, adopted on 30th November 2003 and as amended from time to time

• “Board” the board of directors of the Company

• “close associate(s)”

• has the meaning ascribed thereto under the Listing Rules

• “Company” HC International, Inc., a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange

• “core connected person(s)”

• has the meaning ascribed thereto under the Listing Rules

• “Director(s)” director(s) of the Company

• “Final Dividend”

• the proposed final dividend of HK$0.05 per Share for the year ended 31st December 2016 to Shareholders whose names appear on the register of members of the Company on the Record Date

• “Group”

• the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Issue Mandate”

a general and unconditional mandate proposed to be granted to the Directors to exercise all power of the Company to allot, issue and otherwise deal with Shares of up to 20% of the issued share capital of the Company on the date of the AGM, as set out in resolution number 5(A) in the AGM Notice

– 1 –

DEFINITIONS

• “Latest Practicable Date”

• “Listing Rules”

• “Record Date”

• “Registrar”

• “Repurchase Mandate”

• “Repurchase Resolution”

• “SFO”

• “Share(s)”

• “Share Option Scheme”

• “Shareholder(s)”

• “Stock Exchange”

• “Takeovers Code”

• “HK$”

• 18th April 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• the Rules Governing the Listing of Securities on the Stock Exchange

• 6th June 2017, being the record date for determination of entitlement of Shareholders to the Final Dividend

• the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Room 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong

• a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares of up to 10% of the issued share capital of the Company on the date of AGM, as set out in resolution number 5(B) in the AGM Notice

• the proposed ordinary resolution in the terms set out in resolution number 5(B) of the AGM Notice

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• share(s) of nominal value of HK$0.10 each in the share capital of the Company

• the share option scheme adopted by the Company on 30th November 2003

• holder(s) of Shares

• The Stock Exchange of Hong Kong Limited

• The Code on Takeovers and Mergers

• Hong Kong dollars, the lawful currency of Hong Kong

– 2 –

LETTER FROM THE BOARD

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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)

Executive Directors: Guo Fansheng (Chairman) Guo Jiang (Chief Executive Officer) Lee Wee Ong (Chief Financial Officer) Liu Jun

Non-executive Directors: Li Jianguang Wong Chi Keung

Independent non-executive Directors: Zhang Ke Zhang Tim Tianwei Tang Jie

Registered Office: 4th Floor One Capital Place P.O. Box 847 George Town Grand Cayman Cayman Islands

Head Office and Principal Place of Business: Tower B Jingyi Technical Building No. 9 Dazhongsi East Road Haidian District Beijing 100098 The People’s Republic of China 24th April 2017

To the Shareholders

Dear Sir or Madam,

RENEWAL OF GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES; RE-ELECTION OF DIRECTORS; PAYMENT OF FINAL DIVIDEND; AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposed general mandates to issue shares and to repurchase shares, and the re-election of Directors in accordance with the Articles of Association, the proposed payment of Final Dividend and to give you the notice of the AGM.

• For identification purposes only

– 3 –

LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE SHARES

The Company’s existing mandate to issue Shares was approved by its then Shareholders on 27th May 2016. Unless otherwise renewed, the existing mandate to issue Shares will lapse at the conclusion of the AGM.

At the AGM, an ordinary resolution will be proposed to grant to the Directors new general and unconditional mandate to allot, issue and otherwise deal with Shares of up to 20% of the issued share capital of the Company as at the date of the passing of the proposed resolution.

In addition, a separate ordinary resolution will be proposed at the AGM to add to the Issue Mandate those Shares repurchased by the Company pursuant to the Repurchase Mandate (if so granted to the Directors at the AGM).

The Issue Mandate allows the Company to allot, issue and otherwise deal with Shares only during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required to be held by its Articles of Association or the laws of the Cayman Islands; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company (the “Relevant Period”).

As at the Latest Practicable Date, the issued share capital of the Company comprised 998,008,103 Shares. Subject to the passing of the relevant resolution to approve the Issue Mandate and on the basis that no further Shares are alloted and issued or repurchased prior to the date of the AGM, the Directors would be authorised to allot, issue and otherwise deal with a maximum of 199,601,620 new Shares under the Issue Mandate, representing approximately 20% of the issued share capital of the Company as at the date of the AGM.

GENERAL MANDATE TO REPURCHASE SHARES

The Company’s existing mandate to repurchase Shares was approved by its then Shareholders on 27th May 2016. Unless otherwise renewed, the existing mandate to repurchase Shares will lapse at the conclusion of the AGM.

At the AGM, an ordinary resolution will be proposed to grant to the Directors new general and unconditional mandate to repurchase Shares of up to 10% of the issued share capital of the Company as at the date of the passing of the proposed resolution. The Repurchase Mandate allows the Company to make purchases only during the Relevant Period.

As at the Latest Practicable Date, the issued share capital of the Company comprised 998,008,103 Shares. Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are allotted and issued or repurchased prior to the date of the AGM, the Company would be allowed to repurchase a maximum of 99,800,810 Shares under the Repurchase Mandate, representing approximately 10% of the issued share capital of the Company as at the date of the AGM.

– 4 –

LETTER FROM THE BOARD

An explanatory statement required to be sent to the Shareholders under the Listing Rules is set out in Appendix I to this circular to provide the requisite information regarding the Repurchase Mandate to the Shareholders.

RE-ELECTION OF DIRECTORS

In accordance with Article 87 of the Articles of Association, Mr. Zhang Tim Tianwei (an independent non-executive Director), will retire from office as Directors by rotation and being eligible to offer himself for re-election at the AGM.

In accordance with Article 86 of the Articles of Association, Mr. Liu Jun, Mr. Wong Chi Keung and Mr. Tang Jie, will be subject to, and eligible to offer themselves for re-election at the AGM.

The particulars of the above-mentioned Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

PAYMENT OF FINAL DIVIDEND

Reference is made to the announcement of the Company dated 28th March 2017.

The Board recommended the payment of the Final Dividend (HK$0.05 per Share) for the year ended 31st December 2016. The Final Dividend is subject to the approval of the Shareholders at the AGM and will be payable on or around 30th June 2017 to the Shareholders whose names appear on the register of members of the Company on the Record Date.

As at the Latest Practicable Date, there were 998,008,103 Shares in issue. Assuming that no further Shares will be issued prior to the payment of the Final Dividend, the Final Dividend is expected to be in the amount of approximately HK$49,900,405 in aggregate.

The register of members of the Company will be closed, for the purpose of determining Shareholders’ entitlement to the proposed Final Dividend, from Friday, 2nd June 2017 to Tuesday, 6th June 2017 (both days inclusive), during which no transfer of Shares will be effected. In order to qualify for entitlement to the proposed Final Dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Registrar, Computershare Hong Kong Investor Services Limited, at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Thursday, 1st June 2017.

ANNUAL GENERAL MEETING

The notice convening the AGM to be held at Tower B, Jingyi Technical Building, No. 9 Dazhongsi East Road, Haidian District, Beijing, the PRC (100098) on 26th May 2017 at 4:00 p.m. is set out on pages 17 to 21 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll.

– 5 –

LETTER FROM THE BOARD

Whether or not you intend to attend the AGM, you are requested to complete the enclosed form of proxy and return it to the Registrar in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) if you so wish.

RECOMMENDATION

The Directors consider that the proposed granting of the Issue Mandate and the Repurchase Mandate, and the re-election of the Directors set out above are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions as set out in the AGM Notice at the AGM.

Yours faithfully, By order of the Board Guo Jiang Chief Executive Officer and Executive Director

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APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement required to be sent to the Shareholders pursuant to Rule 10.06 of the Listing Rules to provide the requisite information to you to make an informed decision in relation to the Repurchase Resolution proposed under the notice convening the AGM.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 998,008,103 Shares. Subject to the passing of the relevant resolution and on the basis that no further Shares are allotted and issued or repurchased between the Latest Practicable Date and the AGM, the Company will be allowed to repurchase a maximum of 99,800,810 Shares during the Relevant Period.

REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to have general authority from the Shareholders to enable the Directors to repurchase Shares on the Stock Exchange. Such repurchase may, depending on market conditions and funding arrangements at the relevant time, lead to an enhancement of the net asset value and/or earnings per Share of the Company. The Repurchase Mandate will only be exercised when the Directors believe that such repurchase(s) will benefit the Company and the Shareholders.

DIRECTORS AND CORE CONNECTED PERSONS

To the best of the knowledge and belief of the Directors having made all reasonable enquiries, none of the Directors and their respective close associates has a present intention, in the event that the Repurchase Mandate is approved and exercised, to sell any securities of the Company to the Company and any of its subsidiaries. No core connected person of the Company has notified the Company that it has a present intention to sell any securities of the Company to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved and exercised.

FUNDING OF REPURCHASES

In repurchasing Shares, the Company will only apply funds legally available for such purpose, being distributable profit of the Company or proceeds of a fresh issue of Shares made for such purpose in accordance with its Memorandum of Association, the Articles of Association and the laws of the Cayman Islands. The Company will not purchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

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APPENDIX I

EXPLANATORY STATEMENT

There might be a material adverse impact on the working capital or gearing position of the Company as compared with the financial position of the Company as at 31st December 2016 (being the date of its latest published audited consolidated accounts) in the event that the repurchase of Shares were to be carried out in full at any time during the Relevant Period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Main Board of the Stock Exchange during each of the previous twelve months and up to the Latest Practicable Date were as follows:

	Highest	Lowest
Month	HK$	HK$
2016
April	5.44	4.56
May	5.65	4.15
June	5.07	4.30
July	4.98	4.50
August	6.30	4.43
September	6.67	5.37
October	6.05	5.64
November	6.01	5.50
December	5.69	5.19
2017
January	6.52	5.59
February	7.09	6.25
March	7.45	6.10
April (up to the Latest Practicable Date)	7.13	6.86

UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

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APPENDIX I

EXPLANATORY STATEMENT

EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 of the Takeover Code.

As at the Latest Practicable Date, the following persons were interested in 5% or more of the issued share capital of the Company. In the event that the Repurchase Mandate is exercised in full, the interest of such persons will be increased to approximately the percentage set out in the last column as follows:

				Approximate percentage of shareholding	Approximate percentage of shareholding
		No. of shares			If the Repurchase
Name of	Class of	held/	Natures of interests/	As at the Latest	Mandate is
Substantial Shareholder	Shares	interested	Holding capacity	Practicable Date	exercised in full
					(Note 1)
Guo Jiang	Ordinary	194,709,771	Beneficial Owner and	19.51%	21.68%
		(long position)	Family Interest	(long position)	(long position)
		66,000,000		6.61%	7.35%
		(short position)		(short position)	(short position)
		(Note 2)
Geng Yi	Ordinary	194,709,771	Beneficial Owner and	19.51%	21.68%
		(long position)	Family Interest	(long position)	(long position)
		66,000,000		6.61%	7.35%
		(short position)		(short position)	(short position)
		(Note 2)
Talent Gain Developments	Ordinary	166,029,107	Beneficial Owner and	16.64%	18.48%
Limited		(long position)	Interest in controlled	(long position)	(long position)
		(Note 3)	corporation
Digital China Holdings	Ordinary	166,029,107	Interest in controlled	16.64%	18.48%
Limited		(long position)	corporation	(long position)	(long position)
		(Note 3)
Liu Xiaodong	Ordinary	62,273,794	Interest in controlled	6.24%	6.93%
		(long position)	corporation	(long position)	(long position)
		(Note 4)
Guo Fansheng	Ordinary	57,749,015	Beneficial Owner and	5.79%	6.43%
		(long position)	Interest in trust	(long position)	(long position)
		(Note 5)

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APPENDIX I

EXPLANATORY STATEMENT

Notes:

1. Assuming no repurchase of any of the Shares held by stated Shareholders

2. Ms. Geng Yi is the spouse of Mr. Guo Jiang. Such interest in the Company comprises: (a) 125,358,771 Shares (long position) and 66,000,000 (short position) of which 114,574,146 Shares (long position) and 66,000,000 (short position) are held by Mr. Guo Jiang and 10,784,625 Shares are held by Ms. Geng Yi; (b) 8,351,000 underlying Shares derived from the awarded shares granted to Mr. Guo Jiang under the employees’ share award scheme adopted on 17th November 2011; and (c) 61,000,000 Shares which were borrowed by Mr. Guo Jiang from Ms. Geng Yi and Mr. Guo Fansheng pursuant to a stock borrowing agreement dated 9th May 2016 entered into between Mr. Guo Jiang, Ms. Geng Yi and Mr. Guo Fansheng, of which 35,000,000 Shares were subsequently pledged to an independent third party.

3. The references to 166,029,107 Shares comprises 142,621,107 Shares and 23,408,000 Shares held by Talent Gain Developments Limited and Unique Golden Limited, respectively. Unique Golden Limited is wholly and beneficially owned by Talent Gain Developments Limited, which in turn is wholly and beneficially owned by Digital China (BVI) Limited and indirectly wholly and beneficially owned by Digital China Holdings Limited, a company whose shares are listed on the Stock Exchange (stock code: 861). Therefore, Talent Gain Developments Limited, is deemed to be interested in the Shares held by Unique Golden Limited, and each of Digital China (BVI) Limited and Digital China Holdings Limited is deemed to be interested in the Shares held by Talent Gain Developments Limited and Unique Golden Limited.

4. The references to 62,273,794 shares of the Company relate to the same block of shares of the Company held by Wisdom Limited, the entire share capital of which is owned by Mr. Liu Xiaodong. Accordingly, Mr. Liu Xiaodong is deemed, or taken to have, interested in the said 62,273,794 shares of the Company pursuant to the SFO.

5. Such interest in the Company comprises:

6. (a) 35,000,000 Shares (long position) held by Mr. Guo Fansheng; and

7. (b) 22,749,015 Shares (long position) held by a trustee of a trust of which Mr. Guo Fansheng is a beneficiary.

The Directors will not repurchase the Shares on the Stock Exchange if the repurchase would result in the number of the listed securities which are in the hands of the public falling below 25%, being the relevant minimum prescribed percentage for the Company as required by the Stock Exchange.

The Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the Repurchase Mandate.

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APPENDIX I

EXPLANATORY STATEMENT

SHARE REPURCHASES MADE BY THE COMPANY

During the six months preceding the Latest Practicable Date, the Company has repurchased an aggregate of 9,300,000 Shares on the Stock Exchange and the details are as below:

		Highest	Lowest	Total
	Number of	price paid	price paid	Consideration
Date of repurchase	shares	per share	per share	paid
		HK$	HK$	HK$
23rd December 2016	500,000	5.55	5.44	2,740,160
22nd December 2016	500,000	5.45	5.29	2,693,000
16th December 2016	500,000	5.55	5.48	2,750,300
12nd December 2016	700,000	5.32	5.21	3,676,000
9th December 2016	1,000,000	5.28	5.16	5,245,580
5th December 2016	100,000	5.50	5.46	547,040
2nd December 2016	200,000	5.56	5.49	1,107,100
1st December 2016	100,000	5.61	5.56	559,020
30th November 2016	100,000	5.61	5.56	557,180
29th November 2016	100,000	5.61	5.59	560,100
28th November 2016	500,000	5.63	5.55	2,808,040
16th November 2016	1,000,000	5.73	5.55	5,630,580
15th November 2016	1,000,000	5.65	5.55	5,597,440
4th November 2016	500,000	5.68	5.60	2,824,640
3rd November 2016	500,000	5.69	5.61	2,819,140
2nd November 2016	1,000,000	5.69	5.59	5,661,260
1st November 2016	1,000,000	5.74	5.66	5,700,740

Save for the above repurchases, the Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

– 11 –

APPENDIX II

DETAILS OF DIRECTORS FOR RE-ELECTION

Set out below are details of the Directors who will retire at the conclusion of the AGM and will be proposed to be re-elected at the AGM:

Mr. Liu Jun (劉軍), an executive Director (“Mr. Liu”) Aged 38

Qualification and Experience

Mr. Liu was appointed as an executive Director with effect from 12 September 2016.

Mr. Liu has also been the senior vice president of the Group since July 2016. From 2004 to 2011, Mr. Liu was the chief executive officer of 頤高集團有限公司 (Yigao Group Company Limited*) leading the company to enter into the information technology businesses. Mr. Liu has also been a director of several subsidiaries of the Company. Mr. Liu has obtained the Master’s degree in Chemical Engineering and Bachelor’s degree in Chemical Engineering, Bio- engineering and Chemical.

Save as disclosed above, Mr. Liu has not held any directorship in other listed public company in the past three years prior to the Latest Practicable Date.

Length of Service

Mr. Liu was appointed as an executive Director on 12 September 2016. Mr. Liu has entered into a service contract with the Company for a term of three years commencing on 12 September 2016, which may be terminated by either the Company or Mr. Liu by giving three months’ written notice or otherwise in accordance with the terms of the director’s service contract entered into between Mr. Liu and the Company. Mr. Liu will be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the requirements of the Articles of Association of the Company.

Relationship with other Directors, senior management, substantial or controlling Shareholders

Mr. Liu does not have any relationship with any other Directors, senior management of the Company, substantial Shareholders or controlling Shareholders.

Interests in Shares

Mr. Liu is holding 40,000,000 shares of the Company. Save as disclosed above, Mr. Liu did not have any other interest in the securities of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Amount of Emoluments

Under the service contract entered into between the Company and Mr. Liu, Mr. Liu is entitled to basic annual salary of RMB600,000, which was determined with reference to his roles and responsibility and the prevailing market conditions, and discretionary bonus, which is determined with reference to his performance during the relevant period

– 12 –

APPENDIX II

DETAILS OF DIRECTORS FOR RE-ELECTION

of time. Save for the said salary and discretionary bonus, Mr. Liu is not entitled to any other emolument for holding his office as an executive Director.

Save as disclosed above, Mr. Liu and the Company are not aware of any other matter that needs to be brought to the attention of Shareholders pursuant to the Listing Rules. There is no information which is required to be disclosed under Rule 13.51(2)(h)-(v) of the Listing Rules.

Mr. Wong Chi Keung (王自強), a non-executive Director (“Mr. Wong”) Aged 50

Qualification and Experience

Mr. Wong is the non-executive Director and also a member of the remuneration committee of the Company (the “Remuneration Committee”). Mr. Wong was appointed as a non-executive Director with effect from 12 September 2016.

Mr. Wong is currently the company secretary of Digital China Holdings Limited (the shares of which are listed on the Main Board of the Stock Exchange (Stock code: 00861)). Mr. Wong is mainly responsible for the financial reporting and listing issues of Digital China Group. Previously, Mr. Wong worked for Ernst & Young, an international accounting firm, for 6 years. Mr. Wong graduated from The University of Hong Kong with a Bachelor’s Degree in Social Sciences and is a fellow member of the Association of Chartered Certified Accountants and an associate of the Hong Kong Institute of Certified Public Accountants. Mr. Wong has over 27 years of experience in financial management and corporate administration.

Save as disclosed above, Mr. Wong has not hold any directorship in other listed public company in the past three years prior to the Latest Practicable Date.

Length of Service

Mr. Wong was appointed as a non-executive Director on 12 September 2016. There is no service agreement entered into between Mr. Wong and the Company in relation to Mr. Wong’s office as a non-executive Director. Mr. Wong is subject to retirement by rotation and/or re-election at the annual general meeting of the Company according to the Articles of Association.

Relationship with other Directors, senior management, substantial or controlling shareholders

Save as disclosed above, Mr. Wong does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders.

Interests in Shares

Mr. Wong did not have any interest in the securities of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.

– 13 –

APPENDIX II

DETAILS OF DIRECTORS FOR RE-ELECTION

Amount of Emoluments

Mr. Wong is not entitled to any emolument for holding his office as a non-executive Director.

Save as disclosed above, Mr. Wong and the Company are not aware of any other matter that needs to be brought to the attention of Shareholders pursuant to the Listing Rules. There is no information which is required to be disclosed under Rule 13.51(2)(h)-(v) of the Listing Rules.

Mr. Zhang Tim Tianwei (張天偉), an independent non-executive Director (“Mr. Zhang”) Aged 53

Qualification and Experience

Mr. Zhang is also a member of each of the nomination committee of the Company and the Remuneration Committee. Mr. Zhang was appointed as an independent non-executive Director on 1 November 2011.

Mr. Zhang graduated from Tsinghua University (清華大學) at the Faculty of Precision Instruments & Mechanology in July 1986. He obtained a Master of Economics from the Chinese Academy of Social Sciences (中國社會科學院) and a Master of Business Administration (MBA) from The University of Chicago. Mr. Zhang has over 20 years of experience in financial and business management. He was the founder and managing director of Taconic Capital Ltd. from September 2003 to September 2005. He acted as the vice-chairman and general manager of Unicredit China Capital Limited from September 2005 to June 2007. He served as the managing director of J.P. Morgan Securities (Asia Pacific) from July 2007 to October 2011 and acted as the chairman of J.P. Morgan (China) Venture Capital Investment Co. Ltd. since its foundation in 2010 to October 2011. He served as the managing director of Taconic Capital Group from November 2011 to March 2012, and as the chief operating officer of China Merchants Capital Management Limited from April 2012 to December 2014. He is the managing director of Mount Flag Capital Ltd. since January 2015 and is also the chief executive officer of Mount Flag LLC since August 2015. Mr. Zhang has been a non-executive director to China ITS (Holdings) Co., Ltd (stock code: 1900) since May 2014, whose shares are listed on the Main Board of the Stock Exchange.

Save as disclosed above, Mr. Zhang has not held any directorship in other listed public companies in the past three years prior to the Latest Practicable Date.

Length of Service

Mr. Zhang was first appointed as an independent non-executive Director on 1 November 2011. Mr. Zhang has entered into a service contract with the Company for an initial term of one year commencing from 1 November 2011, and would continue thereafter unless and until terminated by either the Company or Mr. Zhang by giving one month’s written notice and such appointment is subject at all times to the Articles of Association of the Company. Mr. Zhang will be subject to retirement by rotation and

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APPENDIX II

DETAILS OF DIRECTORS FOR RE-ELECTION

re-election at the annual general meeting of the Company in accordance with the requirements of the Articles of Association of the Company.

Relationship with other Directors, senior management, substantial or controlling Shareholders

Mr. Zhang does not have any relationship with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders.

Interests in Shares

Mr. Zhang did not have any other interest in the securities of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Amount of Emoluments

Under the service contract entered into between the Company and Mr. Zhang, he is entitled to receive a remuneration of RMB200,000 per annum which is determined with reference to his duties, responsibility and experience, and to prevailing market conditions.

Save as disclosed above, Mr. Zhang and the Company are not aware of any other matter that needs to be brought to the attention of Shareholders pursuant to the Listing Rules. There is no information which is required to be disclosed under Rule 13.51(2)(h)-(v) of the Listing Rules.

Mr. Tang Jie (湯捷), an independent non-executive Director (“Mr. Tang”) Aged 42

Qualification and Experience

Mr. Tang is also an Independent non-executive Director and a member of the audit committee of the Company and the Remuneration Committee, respectively. Mr. Tang was appointed as an independent non-executive Director with effect from 12 September 2016.

Mr. Tang is currently the general vice-president of 佳沃農業 (Jiawo Agriculture) and president of 豐聯酒業控股集團有限公司 (Fenglian Wine Holding Group Company Limited) of 聯想控股 (Legend Holdings*). He joined Legend Holdings in 2000 as the general manager and the vice- president in the Greater China region responsible for the management of its business platform, channel business and consumption business. He was also appointed as a director of Wanfu Biotechnology (Hunan) Agricultural Development Co., Ltd., a company listed on the ChiNext of the Shenzhen Stock Exchange (stock code: 300268) in March 2017. Mr. Tang has obtained the Master’s degree in Business Administration from China Europe International Business School in October 2011 and Master’s degree in Science from Zhejiang University in March 2003.

Save as disclosed above, Mr. Tang has not held any directorship in other listed public companies in the past three years prior to the Latest Practicable Date.

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APPENDIX II

DETAILS OF DIRECTORS FOR RE-ELECTION

Length of Service

Mr. Tang was first appointed as an independent non-executive Director on 12 September 2016. Mr. Tang has entered into a service contract with the Company for an initial term of one year commencing from 12 September 2016, and would continue thereafter unless and until terminated by either the Company or Mr. Tang by giving one month’s written notice and such appointment is subject at all times to the Articles of Association of the Company. Mr. Tang will be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the requirements of the Articles of Association of the Company.

Relationship with other Directors, senior management, substantial or controlling Shareholders

Mr. Tang does not have any relationship with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders.

Interests in Shares

Mr. Tang did not have any interest in the securities of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Amount of Emoluments

Under the service contract entered into between the Company and Mr. Tang, he is entitled to receive a remuneration of RMB200,000 per annum which is determined with reference to his duties, responsibility and experience, and to prevailing market conditions.

Save as disclosed above, Mr. Tang and the Company are not aware of any other matter that needs to be brought to the attention of Shareholders pursuant to the Listing Rules. There is no information which is required to be disclosed under Rule 13.51(2)(h)-(v) of the Listing Rules.

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NOTICE OF THE AGM

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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)

NOTICE IS HEREBY GIVEN THAT the annual general meeting of the members of HC International, Inc. (the “Company”) will be held at Tower B, Jingyi Technical Building, No. 9 Dazhongsi East Road, Haidian District, Beijing, the People’s Republic of China (100098) on 26th May 2017, Friday, at 4:00 p.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and consider the audited financial statements and the reports of the directors and auditors of the Company and its subsidiaries 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) Mr. Liu Jun be re-elected as an executive director of the Company;

4. (B) Mr. Wong Chi Keung be re-elected as a non-executive director of the Company;

5. (C) Mr. Zhang Tim Tianwei be re-elected as an independent non-executive director of the Company;

6. (D) Mr. Tang Jie be re-elected as an independent non-executive director of the Company; and

7. (E) To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.

8. To declare a final dividend of HK$0.05 per Share for the year ended 31st December 2016.

9. (A) “ THAT :

   • (i) subject to paragraph (iii) of this resolution, the exercise by the directors of the Company (the “Directors”) during the Relevant

• For identification purposes only

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NOTICE OF THE AGM

Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares or securities convertible into shares in the capital of the Company and to make or grant offers, agreements and options (including but not limited to warrants, bonds, debentures and other securities convertible into shares of the Company) which might require the exercise of such power be and is hereby generally and unconditionally approved;

• (ii) the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including but not limited to warrants, bonds, debentures and other securities convertible into shares of the Company) which might or would require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional shares in the capital of the Company) during or after the end of the Relevant Period;

• (iii) the number of share capital allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an options or otherwise) by the Directors pursuant to the approval in paragraph (i) and (ii) of this resolution, otherwise than pursuant to: (a) a Rights Issue (as hereinafter defined); or (b) the exercise of any option granted under the share option scheme or similar arrangement of the Company for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to subscribe for shares of the Company; or (c) any scrip dividend or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time, shall not exceed 20% of the issued share capital of the Company in issue at the time of passing this resolution and the said approval shall be limited accordingly; and

• (iv) for the purpose of this resolution,

“Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the articles of association of the Company to be held; and

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NOTICE OF THE AGM

• (c) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).”

(B) “ THAT :

• (i) subject to paragraph (iii) of this resolution, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the shares of the Company may be listed and which are recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange, in accordance with all applicable laws and/or the requirements of the Stock Exchange or of any other stock exchange and the Hong Kong Code on Share Repurchases as amended from time to time, be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;

• (iii) the number of shares of the Company repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (i) of this resolution during the Relevant Period shall not exceed 10% of the issued share capital of the Company as at the date of passing this resolution; and

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NOTICE OF THE AGM

• (iv) for the purpose of this resolution,

“Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the articles of association of the Company to be held; and

• (c) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• (C) “ THAT conditional upon the passing of resolutions number 5(A) and 5(B) as set out in the notice convening this meeting of which this resolution forms part, the general mandate granted to the directors of the Company pursuant to resolution number 5(A) as set out in this notice convening this meeting of which this resolution forms part be and is hereby extended by the addition thereto of an amount representing the number of share capital of the Company repurchased by the Company under the authority granted pursuant to resolution number 5(B) as set out in this notice convening this meeting of which this resolution forms part, provided that such amount shall not exceed 10% of the issued share capital of the Company as at the date of passing this resolution.”

By Order of the board of the Directors HC INTERNATIONAL, INC. Guo Jiang Chief Executive Officer and Executive Director

Beijing, PRC, 24th April 2017

Notes:

1. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/her proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

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NOTICE OF THE AGM

1. To be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, 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.

2. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.

3. Where there are joint holders of any shares, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.

4. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.

5. An explanatory statement containing the information necessary to enable the members to make an informed decision as to whether to vote for or against the ordinary resolution number 4 as set out in this notice is enclosed.

6. The transfer books and Register of Members of the Company will be closed from 23rd May 2017 to 26th May 2017, both days inclusive. During such period, no share transfers will be effected. In order to qualify for attending the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the office of the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on 22nd May 2017.

7. Details of Mr. Liu Jun, Mr. Wong Chi Keung, Mr. Zhang Tim Tianwei and Mr. Tang Jie, proposed to be re-elected as directors of the Company at the Meeting are set out in Appendix II to this circular.

8. A form of proxy for use at the Meeting is enclosed.

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