HC Group Inc. — AGM Information 2019

Apr 17, 2019

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 Group 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 GROUP INC. 慧聰集團有限公司

(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; AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting of the Company to be held at 7th Floor, Tower A1, Junhao Central Park Plaza, No.10 Chaoyang Park South Road, Chaoyang District, Beijing, People’s Republic of China (100026) on Friday, 24 May 2019, 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) if you so wish.

18 April 2019

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 31 December 2018 to be held at 7th Floor, Tower A1, Junhao Central Park Plaza, No.10 Chaoyang Park South Road, Chaoyang District, Beijing, People’s Republic of China (100026) on 24 May 2019 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, amended and restated 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 Group Inc., an exempted 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

• “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 4(A) in the AGM Notice

• “Latest Practicable Date”

12 April 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

– 1 –

DEFINITIONS

• “Listing Rules”

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

• “Registrar”

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

• “Repurchase Mandate”

• 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 4(B) in the AGM Notice

• “Repurchase Resolution” the proposed ordinary resolution in the terms set out in resolution number 4(B) of the AGM Notice

• “SFO”

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

• “Share(s)”

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

• “Share Option(s)”

• share option(s) granted under the Share Option Scheme

• “Share Option Scheme(s)” the share option scheme(s) adopted by the Company

• “Shareholder(s)” holder(s) of Shares

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Takeovers Code” The Code on Takeovers and Mergers

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

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LETTER FROM THE BOARD

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HC GROUP INC. 慧聰集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 2280)

Executive Directors: Liu Jun (Chairman) Zhang Yonghong (Chief Executive Officer) Liu Xiaodong (President)

Non-executive Directors: Guo Fansheng Li Jianguang Wong Chi Keung

Independent non-executive Directors: Zhang Ke Zhang Tim Tianwei Qi Yan

Registered Office: 4th Floor One Capital Place P.O. Box 847 George Town Grand Cayman Cayman Islands Head Office and Principal Place of Business: 7th Floor Tower A1 Junhao Central Park Plaza No. 10 Chaoyang Park South Road Chaoyang District Beijing 100026 The People’s Republic of China

18 April 2019

To the Shareholders

Dear Sir or Madam,

RENEWAL OF GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES; RE-ELECTION OF DIRECTORS; 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 and to give you the notice of the AGM.

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LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE SHARES

The Company’s existing mandate to issue Shares was approved by its then Shareholders on 25 May 2018. 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 1,120,852,210 Shares. Subject to the passing of the relevant resolution to approve the Issue Mandate and on the basis that no further Shares are allotted 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 224,170,442 new Shares under the Issue Mandate, representing 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 25 May 2018. 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 1,120,852,210 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 112,085,221 Shares under the Repurchase Mandate, representing 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 Ke will retire from office as Director by rotation and being eligible to offer himself for re-election at the AGM.

Our independent non-executive Director, Mr. Zhang Ke, was first appointed on 28 March 2003 and has been continuously served as independent non-executive Director for more than 9 years. Mr. Zhang Ke’s further appointments as independent non-executive Director were approved by the Shareholders on 8 May 2013 and 27 May 2016.

The Board has reviewed and assessed the independence of Mr. Zhang Ke pursuant to code provision A.5.2(c) of the Corporate Governance Code contained in Appendix 14 to the Listing Rules and the Board was satisfied that further appointment of Mr. Zhang Ke as an independent non-executive Director is justified due to the following reasons:

• (1) Mr. Zhang Ke serves as an independent non-executive Director since his first appointment without involving in any operation of the Company;

• (2) Mr. Zhang Ke does not hold any interest in the share capital of the Company or in the business activities of the Group;

• (3) Other than being an independent non-executive Director, Mr. Zhang Ke is not connected with any Director, the chief executive or substantial shareholder of the Company, and he does not represent any entity whose interests are not in line with the Shareholders as a whole;

• (4) To the best knowledge of the Board, Mr. Zhang Ke has not relied on the remuneration given by the Company nor financially dependent on the Company or any connected person of the Company;

• (5) Mr. Zhang Ke has demonstrated and the Board believes that he is able to exercise his professional judgment and draw upon his extensive knowledge, expertise and experience which are for the benefits of the Group as a whole, in particular, the independent Shareholders; and

• (6) Mr. Zhang Ke has confirmed his independence to the Stock Exchange in respect of each of the factors set out in Rule 3.13 of the Listing Rules that the Stock Exchange takes into account in assessing the independence of a non-executive director at the time of his first appointment and has also provided an annual confirmation of independence to the Company.

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LETTER FROM THE BOARD

Based on the above reasons, the Company is of the opinion that Mr. Zhang Ke’s current connection with the Company will not affect his independence as an independent non-executive Director and Mr. Zhang Ke will be able to carry out his duties as an independent non-executive Director impartially and independently.

In accordance with Article 86 of the Articles of Association, Mr. Zhang Yonghong and Mr. Liu Xiaodong 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.

ANNUAL GENERAL MEETING

The notice convening the AGM to be held at 7th Floor, Tower A1, Junhao Central Park Plaza, No.10 Chaoyang Park South Road, Chaoyang District, Beijing, People’s Republic of China (100026) on Friday, 24 May 2019 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.

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 Liu Jun Chairman

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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 1,120,852,210 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 112,085,221 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 31 December 2018 (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$
2018
April	5.48	5.08
May	5.48	5.02
June	5.08	4.50
July	4.66	4.40
August	5.56	4.30
September	5.72	5.28
October	5.46	4.50
November	5.30	4.57
December	4.82	3.92
2019
January	4.74	4.13
February	5.17	4.64
March	4.90	4.18
April (up to the Latest Practicable Date)	4.44	4.23

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 Takeovers 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	172,209,771	Beneficial Owner and	15.36%	17.06%
		(long position)	Family Interest	(long position)	(long position)
		40,000,000		3.57%	3.96%
		(short position)		(short position)	(short position)
		(Note 2)
Geng Yi	Ordinary	172,209,771	Beneficial Owner and	15.36%	17.06%
		(long position)	Family Interest	(long position)	(long position)
		40,000,000		3.57%	3.96%
		(short position)		(short position)	(short position)
		(Note 2)
Talent Gain Developments	Ordinary	253,671,964	Beneficial Owner and	22.62%	25.14%
Limited		(long position)	Interest in controlled	(long position)	(long position)
		(Note 3)	corporation
Digital China Holdings	Ordinary	341,314,821	Interest in controlled	30.44%	33.82%
Limited		(long position)	corporation	(long position)	(long position)
		(Note 3)
Liu Xiaodong	Ordinary	62,273,794	Interest in controlled	5.74%	6.17%
		(long position)	corporation	(long position)	(long position)
		(Note 4)
Guo Fansheng	Ordinary	57,749,015	Beneficial Owner and	5.15%	5.72%
		(long position)	Interest in trust	(long position)	(long position)
		(Note 5)

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APPENDIX I

EXPLANATORY STATEMENT

				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)
Liu Jun	Ordinary	74,800,000	Beneficial Owner	6.67%	7.41%
		(long position)		(long position)	(long position)
		(Note 6)
China Construction Bank	Ordinary	123,810,461	Interest in controlled	11.05%	12.27%
Corporation		(Note 7)	corporation	(long position)	(long position)
Central Huijin	Ordinary	123,810,461	Interest in controlled	11.05%	12.27%
Investment Ltd.		(Note 7)	corporation	(long position)	(long position)
Chance Talent Management	Ordinary	123,810,461	Beneficial Owner	11.05%	12.27%
Limited		(Note 7)		(long position)	(long position)

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) 128,858,771 Shares (long position) and 40,000,000 Shares (short position) of which 118,074,146 Shares (long position) and 40,000,000 Shares (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 17 November 2011; and (c) 35,000,000 Shares which were borrowed by Mr. Guo Jiang from Mr. Guo Fansheng pursuant to a stock borrowing agreement dated 9 May 2016 entered into between Mr. Guo Jiang and Mr. Guo Fansheng, of which 35,000,000 Shares were subsequently pledged to an independent third party.

3. Such interests in the Company comprise: (i) 230,263,964 Shares held by Talent Gain Developments Limited; (ii) 23,408,000 Shares held by Unique Golden Limited and (iii) 87,642,857 underlying shares derived from the subscription of new Shares by Digital China Holdings Limited pursuant to the formal sale and purchase agreement dated 19 May 2017. 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 interests in the Company comprise:

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.

8. Such interests in the Company comprise: (i) 44,870,000 Shares and (ii) 29,930,000 underlying Shares derived from the Share Options held by Mr. Liu Jun.

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APPENDIX I

EXPLANATORY STATEMENT

1. Such interests in the Company comprise: (1) the convertible bonds (i.e. the 2.85% guaranteed and secured convertible bonds due 2020 issued by the Company) subscribed to by Chance Talent Management Limited on 16 November 2018 which may be fully converted to 16,666,667 Shares; and (2) 107,143,794 Shares held by Chance Talent Management Limited as person having security interest. Chance Talent Management Limited is wholly and beneficially owned by CCBI Investments Limited which in turn is wholly and beneficially owned by CCB International (Holdings) Limited which in turn is wholly and beneficially owned by CCB Financial Holdings Limited which in turn is wholly and beneficially owned by CCB International Group Holdings Limited which in turn is wholly and beneficially owned by China Construction Bank Corporation, a company listed on the main board of the Stock Exchange (Stock Code: 939) and the Shanghai Stock Exchange (Stock Code: 601939). China Construction Bank Corporation is owned as to 57.11% by Central Huijin Investment Ltd. Therefore, all of the abovementioned companies in this note 7 and Central Huijin Investment Ltd. are deemed to be interested in the Shares held by Chance Talent Management Limited pursuant to the SFO.

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.

SHARE REPURCHASES MADE BY THE COMPANY

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. Zhang Yonghong, (張永紅) (“Mr. Zhang”) , an executive Director

Qualification and Experience

Aged 51, is an executive Director and the chief executive officer of the Company.

Mr. Zhang served as the deputy general manager at the business department of Lenovo Group Limited (聯想集團有限公司) (Stock code: 992), a company listed on the main board of The Stock Exchange of Hong Kong Limited, from April 1993 to June 1996. From October 1998 to November 2009, he was the vice president at China Hewlett-Packard Co., Ltd. (中國惠普有限公司). Between November 2009 to October 2015, Mr. Zhang had worked as the general manager of the PRC operations department at Acer Group (宏碁集團).

Between December 2015 to August 2018, Mr. Zhang had been the deputy president of operations and executive deputy president of Tsinghua Unigroup Limited (紫光集團有限公司). Mr. Zhang served as a director of Unisplendour Corporation Limited (紫光股份有限公司) (Stock code: 000938), a company listed on the Shenzhen Stock Exchange, from April 2016 to June 2017.

From November 2017 to August 2018, Mr. Zhang was also the director and a chairman of the board of directors of 500.com Limited (500 彩票網), a company listed on the New York Stock Exchange (stock code: WBAI).

Mr. Zhang has been the chairman of the board of directors and general manager of Beijing Panpass Information Technology Co., Ltd (北京兆信信息技術股 份有限公司, a subsidiary of the Company, of which its shares are quoted on the National Equities Exchange and Quotations System (the New Third Board), stock code: 430073), since September and December 2018, respectively.

Mr. Zhang graduated and obtained a bachelor degree from the Department of Precision Instrument of Tsinghua University in July 1990, and obtained a master degree of science in engineering from the University of Science and Technology of China in 1993.

Save as disclosed herein, Mr. Zhang did not hold any other directorship in the last three years in other public company the securities of which are listed on any securities market in Hong Kong or overseas and does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company and does not hold any position of the Company and other companies within the Group.

• For identification purpose only

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APPENDIX II

DETAILS OF DIRECTORS FOR RE-ELECTION

Length of Service

Mr. Zhang was appointed as an executive Director on 4 January 2019. Mr. Zhang has entered into a service contract for a term of three years commencing on 4 January 2019, which may be terminated by either the Company or Mr. Zhang by giving one months’ prior notice. Pursuant to Article 86 of the Articles of Association, Mr. Zhang will be subject to retirement and re-election at the annual general meeting of the Company in accordance with the requirements of the Articles of Association.

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

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

Interests in Shares

Mr. Zhang does not have any other interest in the securities of the Company within the meaning of Part XV of the SFO.

Amount of Emoluments

Under the service contract entered into between the Company and Mr. Zhang, he is entitled to receive a remuneration of RMB960,000 per annum which is determined with reference to his duties, responsibility and experience, and to prevailing market conditions. In addition, as an executive Director, Mr. Zhang is also entitled to discretionary year-end bonus provided that the total amount of discretionary bonus to be paid to all executive Directors does not exceed 5% of the annual net income (after tax) of the Company. The amount of discretionary bonus payable to Mr. Zhang is subject to the absolute discretion of the Board. Mr. Zhang is also entitled to share options of the Company, cash rewards, share awards and benefits in kind under other award schemes as adopted by the Company from time to time. The emoluments of the Directors are determined based on the operating results of the Group, individual performance and/or 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 Rules 13.51(2)(h)–(v) of the Listing Rules.

– 13 –

APPENDIX II

DETAILS OF DIRECTORS FOR RE-ELECTION

Mr. Liu Xiaodong, (劉小東) (“Mr. Liu”) , an executive Director

Qualification and Experience

Aged 46, is an executive Director and the president of the Company. Mr. Liu was appointed as an executive Director with effect from 1 June 2018.

Mr. Liu is in charge of the business group of technology-driven new retail of the Group. He is also the chairman of zol.com.cn, a subsidiary of the Group. In July 2015, the Group has completed the full acquisition of zol.com.cn. Mr. Liu joined zol.com.cn in 2000 and served as a general manager of zol.com.cn in 2004. Mr. Liu also served as the vice president of CNET (China) in 2008. He served as a vice president of CBSI (China), a general manager of technology cluster and the consumer cluster of CBSI (China) from 2008 to 2014. Since 2015, he served as a chief executive officer of zol.com.cn. Mr. Liu has over 19 years of experience in media operation and management in the TMT field. Mr. Liu graduated and obtained a bachelor degree from International Modern Design Art College Of Inner Mongolia Normal University in July 1997, and obtained a master degree of business administration from China Europe International Business School in 2011.

Save as disclosed herein, Mr. Liu did not hold any other directorship in the last three years in other public company the securities of which are listed on any securities market in Hong Kong or overseas and does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company and does not hold any position of the Company and other companies within the Group.

Length of Service

Mr. Liu was appointed as an executive Director on 1 June 2018. Mr. Liu has entered into a service contract for a term of three years commencing on 1 June 2018, which may be terminated by either the Company or Mr. Liu by giving three months’ prior written notice. Pursuant to Article 86 of the Articles of Association, Mr. Liu will be subject to retirement and re-election at the annual general meeting in accordance with the requirements of the Articles of Association.

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

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

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APPENDIX II

DETAILS OF DIRECTORS FOR RE-ELECTION

Interests in Shares

As at the Latest Practicable Date, Mr. Liu is deemed to be interested in 5.74% of Shares through his wholly owned company, Wisdom Limited. Save as disclosed above, Mr. Liu was not interested nor deemed to be interested in any share, underlying share or debenture of the Company and its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Amount of Emoluments

Under the service contract entered into between the Company and Mr. Liu, he is entitled to receive a remuneration of RMB600,000 per annum which is determined with reference to his duties, responsibility and experience, and to prevailing market conditions. In addition, as an executive Director, Mr. Liu is also entitled to discretionary year-end bonus provided that the total amount of discretionary bonus to be paid to all executive Directors does not exceed 5% of the annual net income (after tax) of the Company. The amount of discretionary bonus payable to Mr. Liu is subject to the absolute discretion of the Board. Mr. Liu is also entitled to share options of the Company, cash rewards, share awards and benefits in kind under other award schemes as adopted by the Company from time to time. The emoluments of the Directors are determined based on the operating results of the Group, individual performance and/or prevailing market conditions.

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 Rules 13.51(2)(h)–(v) of the Listing Rules.

Mr. Zhang Ke, (張克) , an independent non-executive Director

Aged 65, is an independent non-executive Director. He is the chairman of the Audit Committee and the Remuneration Committee, respectively, and a member of the Nomination Committee. Mr. Zhang was appointed as an independent non-executive Director on 28 March 2003.

Mr. Zhang is a certified public accountant in the PRC and is currently the chairman and founding partner of Shine Wing Certified Public Accountants. He graduated from Renmin University of China in 1982 with a bachelor degree in economics majoring in industry economics. He has many years of experience in the fields of economics, accounting and finance. Mr. Zhang is currently a vice-president of the Chinese Institute of Certified Public Accountants, a member of Internal Control Standard Committee of the Ministry of Finance and the Chief Supervisor of Beijing Association of Forensic Science. Mr. Zhang is also an independent director of 二六三網絡通信股份有限公司 (Erliusan Internet Communication Company Limited*), a company listed on the Shenzhen Stock Exchange and an independent non-executive director of China Coal Energy Company Limited (中國中煤能源股份 有限公司), a company listed on the Main Board of the Stock Exchange (stock code: 1898) and The Shanghai Stock Exchange (stock code: 601898).

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APPENDIX II

DETAILS OF DIRECTORS FOR RE-ELECTION

Save as disclosed herein, Mr. Zhang Ke did not hold any other directorship in the last three years in other public company the securities of which are listed on any securities market in Hong Kong or overseas and does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company and does not hold any position of the Company and other companies within the Group.

Length of Service

Mr. Zhang Ke was first appointed as an independent non-executive Director on 28 March 2003. Mr. Zhang Ke has entered into a service contract with the Company for an initial term of one year commencing from 28 March 2003, and would continue thereafter unless and until terminated by either the Company or Mr. Zhang Ke by giving one month’s written notice and such appointment is subject at all times to the Articles of Association. Although Mr. Zhang Ke has served the Company as independent non-executive Director for more than nine years, Mr. Zhang Ke meets the independent guidelines set out in Rule 3.13 of the Listing Rules, and the Board is of the view that his independence is not affected by his long service with the Company. Hence, the Board considered Mr. Zhang Ke as independent and should be re-elected as an independent non-executive Director at the AGM.

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

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

Interests in Shares

Mr. Zhang Ke does not have any other interest in the securities of the Company within the meaning of Part XV of the SFO.

Amount of Emoluments

Under the service contract entered into between the Company and Mr. Zhang Ke, he is entitled to receive a remuneration of RMB100,000 per annum which is determined with reference to his duties, responsibility and experience, and to prevailing market conditions.

Save as disclosed above, Mr. Zhang Ke 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 GROUP INC. 慧聰集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 2280)

NOTICE IS HEREBY GIVEN THAT the annual general meeting of HC Group Inc. (the “Company”) will be held at 7th Floor, Tower A1, Junhao Central Park Plaza, No.10 Chaoyang Park South Road, Chaoyang District, Beijing, People’s Republic of China (100026) on Friday, 24 May 2019, 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 31 December 2018.

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. Zhang Yonghong be re-elected as an executive director of the Company;

4. (B) Mr. Liu Xiaodong be re-elected as an executive director of the Company;

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

6. (D) To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.

7. (A) “ 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 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;

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NOTICE OF THE AGM

• (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

• (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

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NOTICE OF THE AGM

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

• (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.”

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NOTICE OF THE AGM

• (C) “ THAT conditional upon the passing of resolutions number 4(A) and 4(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 4(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 4(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 GROUP INC. Liu Jun Chairman

Beijing, PRC, 18 April 2019

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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

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NOTICE OF THE AGM

1. The transfer books and Register of Members of the Company will be closed from 21 May 2019 to 24 May 2019, 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 18 May 2019.

2. Details of Mr. Zhang Yonghong, Mr. Liu Xiaodong and Mr. Zhang Ke, proposed to be re-elected as directors of the Company at the Meeting are set out in Appendix II to this circular.

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

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