HC Group Inc. — Capital/Financing Update 2018

Jul 26, 2018

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)

VOLUNTARY ANNOUNCEMENT

PROGRESS ON INCREASE IN SHAREHOLDING OF PANPASS INFORMATION TECHNOLOGY CO., LTD., A SUBSIDIARY

This announcement is made by HC Group Inc. (the “Company”, together with its subsidiaries, the “Group”) on a voluntary basis.

Reference is made to the announcements of the Company dated 30 September 2014 and 26 June 2018 in relation to the Group’s acquisition of the shares (“ PanPass Shares ”) and increase of shareholding interest in PanPass Information Technology Co., Ltd. (北京兆信信 息技術股份有限公司) (“ PanPass Information ”, an enterprise listed on the National Equities Exchange and Quotations (the “ New Third Board ”) (stock code: 430073)), a non-wholly owned subsidiary of the Company.

北京慧聰再創科技有限公司 (Beijing Huicong Zaichuang Technology Co., Ltd., “ Beijing HC Technology ”) had acquired an aggregate of 10% of PassPass Shares in a series of transactions (the “ Transactions ”) conducted between 2 July 2018 and 23 July 2018 through the New Third Board. Following the completion of the Transactions, the shareholding of Beijing HC Technology in PanPass Information has been increased to 75%.

As all the applicable percentage ratios (as defined under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the “ Listing Rules ”) of the Transactions, when aggregated with the Group’s acquisitions of PanPass Shares within a 12-month period before the Transactions, did not exceed 5%, the Transactions did not constitute notifiable transactions for the Company under Chapter 14 of the Listing Rules. The Transactions also did not constitute connected transactions for the Company under Chapter 14A of the Listing Rules.

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The Group plans to continue its increase in shareholding in PanPass Information with an aim to increase its aggregate shareholding to 80% or above (subject to the final transaction outcome of the shareholding increase). The Company will make further announcement(s) pursuant to the Listing Rules when necessary or as appropriate.

By Order of the Board HC GROUP INC. Liu Jun Chairman and Chief Executive Officer

Beijing, the People’s Republic of China, 26 July 2018

As at the date of this announcement, the board of directors of the Company comprises:

• Mr. Liu Jun (Executive Director, Chairman and Chief Executive Officer)

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

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