HC Group Inc. — Board/Management Information 2019

Jan 6, 2019

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 GROUP INC. 慧聰集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 02280)

(1) APPOINTMENT OF EXECUTIVE DIRECTOR; (2) RESIGNATION OF CO-PRESIDENT; (3) RE-DESIGNATION AS PRESIDENT; (4) CHANGE OF CHIEF EXECUTIVE OFFICER; (5) RESIGNATION OF EXECUTIVE DIRECTOR; AND (6) CHANGE OF AUTHORISED REPRESENTATIVE

The Board is pleased to announce that with effect from 4 January 2019:

• (1) Mr. Zhang Yonghong has been appointed as the Executive Director and as the Chief Executive Officer and has resigned as the Co-President;

• (2) Mr. Liu Xiaodong has been re-designated from the Co-President to the President;

• (3) Mr. Liu Jun has resigned as Chief Executive Officer, but will continue to serve as the chairman of the Board;

• (4) Mr. Lee Wee Ong has resigned as an Executive Director, but will continue to serve as the Chief Financial Officer; and

• (5) Mr. Lee Wee Ong has ceased to be the Authorised Representative and Mr. Zhang Yonghong has been appointed as the Authorised Representative.

The board (the “ Board ”) of directors (the “ Director(s) ”) of HC Group Inc. (the “ Company ”, together with its subsidiaries, the “ Group ”) is pleased to announce that with effect from 4 January 2019:

• (i) Mr. Zhang Yonghong (“ Mr. Zhang ”) has been appointed as the executive director (the “ Executive Director ”) and as the chief executive officer (the “ Chief Executive Officer ”) of the Company and has resigned as the co-president (“ Co-President ”) of the Company;

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• (ii) Mr. Liu Xiaodong (“ Mr. Liu ”) has been re-designated from Co-President to the President (the “ President ”) of the Company;

• (iii) Mr. Liu Jun (“ Mr. Liu Jun ”) has resigned as Chief Executive Officer, but will continue to serve as the chairman (the “ Chairman ”) of the Board;

• (iv) Mr. Lee Wee Ong (“ Mr. Lee ”) has resigned as an Executive Director, but will continue to serve as the chief financial officer (the “ Chief Financial Officer ”) of the Company; and

• (v) Mr. Lee has ceased to be the Authorised Representative and Mr. Zhang has been appointed as the authorised representative (the “ Authorised Representative ”) of the Company under Rule 3.05 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

APPOINTMENT OF EXECUTIVE DIRECTOR

With effect from 4 January 2019, Mr. Zhang has been appointed as the Executive Director. The biographical information of Mr. Zhang is set out below.

Mr. Zhang, aged 51, 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.

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Mr. Zhang has over 20 years of experience in operations and management in the telecommunications, media and technology industry. He has profound understanding in the operations of and within the internet, the Internet of Things and the interplay between online retailing and offline retailing, and he actively promotes the development of online retailing. His joining the Group as the Co-President since August 2018 has contributed to the rapid expansion of the Group’s trading services and data services, and has been able to iterate and upgrade the Group’s products, zol.com.cn and hc360.com. Mr. Zhang will be responsible for the Group’s daily operation and strategic implementation after his appointment as the Chief Executive Officer. The Board believes that the appointment of Mr. Zhang as the Chief Executive Officer will be conducive to the Group’s operation and strategic planning, and in the interest of the Group’s development as a whole.

The Company has entered into a service agreement with Mr. Zhang for a term of three years commencing from 4 January 2019, which may be terminated by either party giving to the other not less than one month’s prior notice in writing. Under the service contract, Mr. Zhang will receive an annual salary of RMB960,000 from the Company. 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 of the Company 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 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.

As at the date of this announcement, Mr. Zhang does not have any interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed in this announcement, Mr. Zhang confirmed that there is no other information which requires to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor is there any other matter regarding his appointment that need to be brought to the attention of the shareholders of the Company (“ Shareholders ”).

RESIGNATION OF CO-PRESIDENT

With effect from 4 January 2019, Mr. Zhang has resigned as the Co-President.

RE-DESIGNATION AS PRESIDENT

With effect from 4 January 2019, Mr. Liu has been re-designated from the Co-President to the President.

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CHANGE OF CHIEF EXECUTIVE OFFICER

With effect from 4 January 2019, Mr. Liu Jun has resigned as Chief Executive Officer, but will continue to serve as the Chairman, and Mr. Zhang has been appointed as the Chief Executive Officer.

Following the aforesaid change, the Company has complied with code provision A.2.1 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules.

RESIGNATION OF EXECUTIVE DIRECTOR

Mr. Lee has resigned as an Executive Director, but will continue to serve as the Chief Financial Officer.

Each of Mr. Zhang, Mr. Liu Jun and Mr. Lee have confirmed to the Board that they have no disagreement with the Board and there are no other matters in relation to their resignation that need to be brought to the attention of the Shareholders. The Board would like to extend its sincere gratitude and appreciation to Mr. Zhang, Mr. Liu Jun and Mr. Lee for their valuable contribution towards the Company during their tenure as the Co-President, Chief Executive Officer and Executive Director, respectively.

CHANGE OF AUTHORISED REPRESENTATIVE

With effect from 4 January 2019, Mr. Lee has ceased to be the Authorised Representative and Mr. Zhang has been appointed as the Authorised Representative.

By Order of the Board HC GROUP INC. Liu Jun Chairman

Beijing, the People’s Republic of China, 4 January 2019

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

• Mr. Liu Jun (Executive Director and Chairman)

• Mr. Zhang Yonghong (Executive Director and Chief Executive Officer)

• Mr. Liu Xiaodong (Executive Director and President)

• Mr. Guo Fansheng (Non-executive Director)

• Mr. Li Jianguang (Non-executive Director)

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

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

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

• Ms. Qi Yan (Independent Non-executive Director)

• for identification only

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