HC Group Inc. — Proxy Solicitation & Information Statement 2016

Aug 24, 2016

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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)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING

I/We, [(Note][1)]

of

being the registered holder(s) of [(Note][2)] of HC International, Inc. (the “Company”), HEREBY APPOINT [(Note][3)] the Chairman of the Meeting, or of

ordinary shares of HK$0.10 each in the capital

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the extraordinary general meeting (the “Meeting”) (or any adjournment thereof) of the Company to be held at Tower B, Jingyi Technical Building, No. 9 Dazhongsi East Road, Haidian District, Beijing, the People’s Republic of China (100098) on Monday, 12 September 2016 at 4:00 p.m. or any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the Meeting and at the Meeting, or any adjournment thereof, to vote for me/us in my/our name(s) in respect of the resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit and in respect of any business that may properly come before the Meeting.

• ORDINARY RESOLUTION [(Note][4)] FOR [(Note][5)] AGAINST [(Note][5)]

• 1. (a) the subscription agreement dated 7 December 2015 entered into between HC Internet Information Technology Company Limited (北京慧聰互聯信息技術有限 公司), a company incorporated in the People’s Republic of China and an indirect wholly-owned subsidiary of the Company, as the subscriber and Inner Mongolia Hohhot Jingu Rural Commercial Bank Limited Company (內蒙古呼和浩特金谷農 村商業銀行股份有限公司) (“Hohhot Jingu”), a joint stock company incorporated in the People’s Republic of China, as the issuer in respect of the subscription of 108,661,533 shares of Hohhot Jingu (subject to adjustment that if the proposed capital increase and allotment by Hohhot Jingu pursuant to the approval by 中國 銀行業監督管理委員會內蒙古監管局 (China Banking Regulatory Commission Inner Mongolia Supervisory Authority*) dated 25 November 2015 (the “Approval”) is ultimately less than 500,000,000 shares, the Company will subscribe such number of shares that, together with the 19,300,000 shares of Hohhot Jingu held by the Company on 7 December 2015, represent not more than 10% of the issued share capital of Hohhot Jingu as enlarged by the actual number of shares issued and allotted by Hohhot Jingu pursuant to the Approval (the “Adjustment”)), for a consideration of RMB325,984,599 (subject to Adjustment) (the “Subscription Agreement”, a copy of which has been produced to the Meeting marked “A” and initiated by the Chairman of the Meeting for the purpose of identification), and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified; and

• (b) any one director of the Company be and is hereby authorised to do all such acts and things, and execute all such documents or instruments under hand (or where required, under the common seal of the Company) as he or she may consider necessary, appropriate, expedient or desirable in connection with, or to give effect to, the Subscription Agreement and to implement the transactions contemplated thereunder.

Dated this day of 2016 Signature [(Note][6)] :

Notes:

1. Full name(s) and address(es) (as shown in the Register of Members) to be inserted in BLOCK CAPITALS .

2. Please insert the number of ordinary shares of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, please delete the words “ the Chairman of the Meeting, or ” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT.

4. The description of the resolutions is by way of summary only. Full text is set out in the notice of the Meeting dated 25 August 2016.

5. IMPORTANT: IF YOU WISH TO VOTE FOR THE ABOVE RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE ABOVE RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. Failure to complete the box will entitle your proxy to vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of any officer or attorney or other person duly authorised.

7. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s). For this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.

8. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Room 1712–1716, 17th 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).

9. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

10. Completion and delivery of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.

11. For identification purposes only