HC Group Inc. — Capital/Financing Update 2015

Jun 2, 2015

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: 02280)

SUPPLEMENTAL AGREEMENT REGARDING DISCLOSEABLE TRANSACTION IN RELATION TO THE SALE AND PURCHASE OF 100% SHARES IN ORANGE TRIANGLE INC.

Reference is made to the announcements of HC International, Inc. (the “ Company ”) dated 8 May 2015 and 29 May 2015 (the “ Announcements ”) in relation to, inter alia, the proposed acquisition of 100% issued share capital of the Target Company. Terms used herein shall have the same meanings as those defined in the Announcements unless the context herein requires otherwise.

THE SUPPLEMENTAL AGREEMENT

On 2 June 2015, the Seller, the Company and the Seller Guarantors entered into a supplemental agreement (the “ Supplemental Agreement ”), pursuant to which the Company and the Seller Guarantors agreed that in case the proposed repurchase and cancellation of such Consideration Shares cannot be implemented as a result of the failure to obtain the approvals from the creditors of the Company or the Shareholders for the reduction in capital of the Company or from the relevant regulatory authorities, the Seller Guarantors or their Designated Persons undertake that the relevant parties shall dispose of all such Consideration Shares in the market and return all the proceeds to the Company within six months (instead of nine months as set out in the Sale and Purchase Agreement) commencing from the date of confirming the failure of obtaining the relevant approvals.

Such period is determined with reference to the number of Consideration Shares and the historical daily trading volume of the Shares to cause minimal disruption to the market.

• For identification purposes only

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Save as disclosed above, there are no other changes to the Sale and Purchase Agreement and all other terms and conditions of the Sale and Purchase Agreement remain unchanged and continue to be in full force and effect.

By Order of the board of the Directors HC INTERNATIONAL, INC. Guo Jiang

Chief Executive Officer and Executive Director

Beijing, PRC, 2 June 2015

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. Li Jianguang (Non-executive Director)

• Mr. Guo Wei (Non-executive Director)

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

• Mr. Xiang Bing (Independent Non-executive Director)

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

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