HC Group Inc. — Capital/Financing Update 2019

Mar 26, 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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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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)

FULFILLMENT OF THE HUIJIA PERFORMANCE TARGET AND ZHONGFU PERFORMANCE TARGET FOR THE YEAR ENDED 31 DECEMBER 2018

Reference is made to the announcements of HC Group Inc. (the “ Company ”) dated 18 December 2015, 8 January 2016 and 28 March 2017 in relation to the Zhongfu Acquisition, the announcements of the Company dated 13 January 2017 and 3 February 2017 in relation to the discloseable transaction in relation to the Huijia Acquisition, and the announcement of the Company dated 5 January 2018 in relation to the subscription of new shares of the Company under the general mandate in consideration of the Convertible Bonds (the “ Announcement ”). Capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement, unless the context herein otherwise requires.

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Zhongfu Performance Target

According to the audited consolidated financial statement of Zhejiang Zhongfu for the year ended 31 December 2018 dated 26 March 2019, the audited consolidated distributable profit (after-tax) of Zhejiang Zhongfu for the year ended 31 December 2018 exceeds RMB16,900,000. Accordingly, the Zhongfu Performance Target for the year ended 31 December 2018 has been met, and 3,014,250 Exchange Shares will be released to the Zhongfu Sellers.

Huijia Performance Target

According to the audited consolidated financial statement of Beijing Huijia for the year ended 31 December 2018 dated 26 March 2019, the audited consolidated distributable profit attributable to equity holders of Beijing Huijia for the year ended 31 December 2018 exceeds RMB26,000,000. Accordingly, the Huijia Performance Target for the year ended 31 December 2018 has been met, and 10,909,090 Exchange Shares will be released to the Huijia Vendors.

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

Hong Kong, 26 March 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)

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