HC Group Inc. — Board/Management Information 2016

Sep 12, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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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)

CHANGE OF EXECUTIVE DIRECTOR, NON-EXECUTIVE DIRECTORS, INDEPENDENT NON-EXECUTIVE DIRECTORS AND MEMBERS OF COMMITTEES OF THE BOARD

The Board announces that with effect from 12 September 2016:

• (a) Mr. Guo Wei has resigned as a non-executive Director and member of the Remuneration Committee;

• (b) Dr. Xiang Bing has resigned as an independent non-executive Director and members of the Audit Committee and the Remuneration Committee;

• (c) Mr. Tang Jie has been appointed as an independent non-executive Director and members of the Audit Committee and the Remuneration Committee;

• (d) Mr. Wong Chi Keung has been appointed as a non-executive Director and a member of the Remuneration Committee; and

• (e) Mr. Liu Jun has been appointed as an executive Director.

• For identification purposes only

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CHANGE OF NON-EXECUTIVE DIRECTORS, INDEPENDENT NON-EXECUTIVE DIRECTORS AND MEMBERS OF COMMITTEES OF THE BOARD

The board (the “ Board ”) of directors (the “ Director(s) ”) of HC International, Inc. (the “ Company ”, together with its subsidiaries, the “ Group ”) hereby announces that (a) Mr. Guo Wei (“ Mr. Guo ”) has resigned as a non-executive Director and member of the remuneration committee of the Company (the “ Remuneration Committee ”); and (b) Dr. Xiang Bing (“ Dr. Xiang ”) has resigned as an independent non-executive Director and members of the audit committee of the Company (the “ Audit Committee ”) and the Remuneration Committee, with effect from 12 September 2016 due to their respective personal commitments on their other business.

Mr. Guo and Dr. Xiang have each confirmed that they have no disagreement with the Board and there are no other matters that need to be brought to the attention of the shareholders of the Company in relation to his resignation.

The Board would like to express its great appreciation to Mr. Guo and Dr. Xiang for their valuable contribution to the Company during their term of office.

APPOINTMENT OF EXECUTIVE DIRECTOR, NON-EXECUTIVE DIRECTORS, INDEPENDENT NON-EXECUTIVE DIRECTORS AND MEMBERS OF COMMITTEES OF THE BOARD

The Board is pleased to announce that (a) Mr. Tang Jie (“ Mr. Tang ”) has been appointed as an independent non-executive Director and members of the Audit Committee and the Remuneration Committee; (b) Mr. Wong Chi Keung (“ Mr. Wong ”) has been appointed as a non-executive Director and a member of the Remuneration Committee; and (c) Mr. Liu Jun (“ Mr. Liu ”) has been appointed as an executive Director, with effect from 12 September 2016.

MR. TANG

Mr. Tang Jie (湯捷), aged 42, 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. 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.

Mr. Tang has not held any other position with the Company or any of its subsidiaries as at the date hereof.

Mr. Tang does not have any relationship with any Director, senior management or substantial shareholder or controlling shareholder (as defined in the Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”)) of the Company, and he has not held any directorship in other listed companies in the last three years.

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As at the date of this announcement, Mr. Tang 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) (the “ Securities and Futures Ordinance ”).

A service contract was entered into between Mr. Tang and the Company pursuant to which he has been appointed as an independent non-executive Director for a term of one year commencing from 12 September 2016. 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. Currently, Mr. Tang will be entitled to a director’s fee of RMB200,000 per annum, which is determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market conditions.

Save as disclosed above, there are no other matters that need to be brought to the attention of the shareholders of the Company regarding the appointment of Mr. Tang nor is there any other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

The Board would like to take this opportunity to welcome Mr. Tang for joining the Board.

MR. WONG

Mr. Wong Chi Keung (王自強), aged 49, is currently the company secretary of Digital China Holdings Limited (the shares of which are listed on the Stock Exchange (Stock code: 00861)), which holds 16.43% of the issued share capital of the Company as at the date of this announcement. 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 26 years of experience in financial management and corporate administration.

Mr. Wong has not held any other position with the Company or any of its subsidiaries as at the date hereof.

Save as disclosed above, Mr. Wong does not have any relationship with any Director, senior management or substantial shareholder or controlling shareholder (as defined in Listing Rules) of the Company, and he has not held any directorship in other listed companies in the last three years.

As at the date of this announcement, Mr. Wong 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.

Mr. Wong has been appointed as a non-executive Director for a term of one year commencing from 12 September 2016. Mr. Wong 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. Currently, Mr. Wong will not be entitled to any director’s fee.

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Save as disclosed above, there are no other matters that need to be brought to the attention of the shareholders of the Company regarding the appointment of Mr. Wong nor is there any other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

The Board would like to take this opportunity to welcome Mr. Wong for joining the Board.

MR. LIU

Mr. Liu Jun (劉軍), aged 38, has been the chief executive officer of 慧德控股有限公司 (Hui De Holdings Company Limited), a company owned as to 20% by a non-wholly owned subsidiary of the Company, since 2013 responsible for the overall management of its electronic businesses. 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, including 慧聰（天津）電子商務產業投資有限公司 (Huicong (Tianjin) Electronic Business Investment Company Limited), 廣東慧聰家電城投資有限公司 (Guangdong Huicong Home Appliances Investment Company Limited), 廣州慧聰網絡科技有限公司 (Guangzhou Huicong Network Technology Company Limited) and 佛山慧從匯電子商務有限公司 (Foshan Huicong Electronic Business Company Limited).

Mr. Liu has obtained the Master’s degree in Chemical Engineering and Bachelor’s degree in Chemical Engineering, Bio-engineering and Chemical Processing both from Zhejiang University in March 2004 and June 2000 respectively.

Save as disclosed above, Mr. Liu has not held any other position with the Company or any of its subsidiaries as at the date hereof.

Mr. Liu does not have any relationship with any Director, senior management or substantial shareholder or controlling shareholder (as defined in Listing Rules) of the Company, and he has not held any directorship in other listed companies in the last three years.

As at the date of this announcement, Mr. Liu is holding 40,000,000 shares of the Company which represents approximately 3.96% of the issued share capital of the Company. Save as disclosed above, as at the date of this announcement, Mr. Liu was not interested nor deemed to be interested in any other share, underlying share or debenture of the Company and its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance.

A service contract was entered into between Mr. Liu and the Company pursuant to which he has been appointed as an executive Director for a term of three years commencing from 12 September 2016. 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. Currently, Mr. Liu will be entitled to a director’s fee of RMB600,000 per annum, which is determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market conditions.

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Save as disclosed above, there are no other matters that need to be brought to the attention of the shareholders of the Company regarding the appointment of Mr. Liu nor is there any other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

The Board would like to take this opportunity to welcome Mr. Liu for joining the Board.

By order of the Board of HC International, Inc. Guo Jiang

Chief Executive Officer and Executive Director

Beijing, the People’s Republic of China, 12 September 2016

As at the date of this announcement, the Board comprises:

• Mr. Guo Fansheng (Executive Director and Chairman)

• Mr. Guo Jiang (Executive Director and Chief Executive Officer)

• Mr. Lee Wee Ong (Executive Director and Chief Financial Officer)

• Mr. Liu Jun (Executive Director)

• Mr. Li Jianguang (Non-executive Director)

• Mr. Wong Chi Keung (Non-executive Director)

• Mr. Tang Jie (Independent Non-executive Director)

• Mr. Zhang Ke (Independent Non-executive Director)

• Mr. Zhang Tim Tianwei (Independent Non-executive Director)

• For identification purposes only

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