HC Group Inc. — Capital/Financing Update 2016

Sep 14, 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) (Stock Code: 05839)

(1) VERY SUBSTANTIAL DISPOSAL, MAJOR TRANSACTION AND CONNECTED TRANSACTION: PROPOSED DISPOSAL OF THE ENTIRE EQUITY INTEREST IN BEIJING ZHIXING RUIJING FOR CERTAIN SHARES IN SHANGHAI GANGLIAN AND CASH; (2) DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION: PROPOSED DISPOSAL OF XIZANG RUIJING; AND (3) CONNECTED TRANSACTION: PROPOSED OFF-MARKET SHARE BUY-BACKS

Reference is made to (a) the announcements of HC International, Inc. (the “ Company ”) dated 6 May 2016, 13 May 2016, 27 May 2016, 30 May 2016, 6 June 2016, 29 June 2016, 30 June 2016, 29 July 2016, 4 August 2016 and 23 August 2016 (the “ Announcements ”) and the circular of the Company dated 30 August 2016 (the “ Circular ”) in relation to, among other things, (i) a very substantial disposal, major transaction and connected transaction; (ii) a discloseable transaction and connected transaction; and (iii) a connected transaction in relation to application of the buy-backs of the shares of the Company; and (b) the announcement of the Company dated 12 September 2016 in relation to the change of directors of the Company (the “ Change of Directors ”). Capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements, unless the context herein otherwise requires.

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The Directors wish to confirm that the Change of Directors does not, and will not, affect (a) the recommendation as set out in the letter from the Independent Board Committee to the Shareholders in connection with the Transactions; and (b) the recommendation as set out in the letter from the Independent Board Committee for Buy-Backs to the Disinterested Shareholders in connection with the Transactions (including the Buy-Backs). The Directors and Lego Corporate Finance confirm that the advice and recommendation as set out in the letter from Lego Corporate Finance, the independent financial adviser to the Independent Board Committee and the Shareholders in connection with the Transactions and the Independent Board Committee for Buy-Backs and the Disinterested Shareholders in connection with the Transactions (including the Buy-Backs), do not and will not be affected by the Change of Directors. The respective letters from the Independent Board Committee, the Independent Board Committee for Buy-Backs and Lego Corporate Finance are set out on pages 64 to 65, pages 66 to 67 and pages 68 to 100 of the Circular, respectively.

As the Completion is subject to the fulfilment of the conditions, the Transactions may or may not proceed. Shareholders and investors should exercise caution when dealing in the securities of the Company.

By order of the Board of HC International, Inc. Guo Jiang Chief Executive Officer and Executive Director

Beijing, the People’s Republic of China, 14 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. Zhang Ke (Independent Non-executive Director)

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

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

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

• For identification purposes only

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