HC Group Inc. — Proxy Solicitation & Information Statement 2015

Jun 3, 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: 2280)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ Meeting ”) of HC International, Inc. (“ Company ”) will be held on Friday, 19 June 2015 at 4:00 p.m. at Tower B, Jingyi Technical Building, No. 9 Dazhongsi East Road, Haidian District, Beijing 100098, the People’s Republic of China, for the purpose of considering and, if thought fit, passing the following ordinary resolutions:

ORDINARY RESOLUTIONS

• (1) “ THAT :

• (a) the form and substance of the agreement (“ Sale and Purchase Agreement ”) dated 8 May 2015 and entered into amongst others, Navi-IT Limited (“ Seller ”) as seller and the Company as purchaser in relation to the acquisition of one hundred (100) fully-paid ordinary shares with par value of US$0.01 each, representing all the issued share capital of Orange Triangle Inc. (“ Target ”) at a consideration (“ Consideration ”) of RMB1,500,000,000, 30% of which will be paid in cash and the remaining 70% will be settled by allotment of 155,684,485 new shares in the Company (“ Consideration Shares ”) at HK8.5 per share (a copy of the Sale and Purchase Agreement has been produced to the meeting and marked “ A ” and initialled by the chairman of the meeting for identification purpose), as mentioned in the circular (“ Circular ”) of the Company dated 8 May 2015 (a copy of which has been produced to the meeting marked “ B ” and signed by the chairman of the meeting for the purpose of identification) and all transactions contemplated thereby be and are hereby generally and unconditionally approved, ratified and confirmed;

• for identification purposes only

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• (b) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Consideration Shares, the directors of the Company (the “ Directors ”) be and are hereby specifically authorised to allot and issue 155,684,485 Consideration Shares at HK$8.5 per share (the “ Specific Mandate ”) in accordance with the terms and conditions of the Sale and Purchase Agreement, and that the Consideration Shares shall, when allotted and issued, be credited as fully paid and rank pari passu in all respects with all other shares of the Company in issue on the date of such allotments and issues; and

• (c) the Directors be and are hereby authorised on behalf of the Company (i) to sign, seal, execute, perfect and deliver all such documents and do all such deeds, acts, matters and things as they may in their discretion consider necessary or desirable for the purpose of or in connection with the implementation of the Sale and Purchase Agreement, the allotment and issuance of the Consideration Shares and all transactions contemplated thereunder and (ii) to exercise or enforce all of the rights of the Company under the Sale and Purchase Agreement and to complete the Sale and Purchase Agreement in accordance with its terms.”

• (2) “ THAT the authorised share capital of the Company be increased to HK$200,000,000.00 divided in 2,000,000,000 Shares of HK$0.1 each by the creation of an additional 1,000,000,000 Shares of HK$0.1 each.”

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

Beijing, the People’s Republic of China, 4 June 2015

Registered office: 4th Floor One Capital Place P.O. Box 847 George Town Grand Cayman British West Indies

Head Office and Principal Place of Business:

Tower B Jingyi Technical Building No. 9 Dazhongsi East Road Haidian District Beijing The People’s Republic of China

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Notes:

1. Any person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

3. To be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

4. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.

5. Where there are joint holders of any shares, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.

6. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.

7. Shareholders should note that the transfer books and register of members of the Company will be closed from 16 June 2015 to 19 June 2015, both days inclusive, and no transfer of Shares can be registered during such period. In order to qualify for attending the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the office of the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at Room 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on 15 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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