HC Group Inc. — Proxy Solicitation & Information Statement 2016

Jan 11, 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)] ordinary capital 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

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, 1 February 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 RESOLUTIONS (Note 4)	ORDINARY RESOLUTIONS (Note 4)	ORDINARY RESOLUTIONS (Note 4)	ORDINARY RESOLUTIONS (Note 4)	FOR (Note 5)	FOR (Note 5)	AGAINST (Note 5)	AGAINST (Note 5)
1.	(a)	to approve, ratify		and confirm the Subscription Agreement and the
		transactions contemplated thereunder;
	(b)	to approve, ratify and confirm the creation and			issue by the Company of the
		Convertible Bonds of an aggregate principal amount of HK$500,000,000 to
		the Subscribers in accordance with the terms and conditions as set				out in
		the Subscription		Agreement and the instrument constituting the
		Convertible Bonds;
	(c)	to grant the directors of the Company a specific mandate to exercise powers
		of the Company to allot and issue such number			of shares of the Company as
		may be required to		be allotted and issued upon exercise of the conversion
		rights attaching to the Convertible Bonds; and
	d)	any one director of the Company or, if the affixation of the common seal of
		the Company is necessary, in accordance with			the articles of association of
		the Company,	be and is hereby authorized		for and on behalf of the
		Company to approve and execute all documents, instruments and
		agreements and to do all such acts or things deemed by him to be incidental
		or, ancillary to or		in connection with the matters contemplated		in or
		relating to the Subscription, the issue of the Convertible Bonds, the issue of
		the Conversion Shares and transactions contemplated thereunder and
		completion thereof as he may consider necessary, desirable or expedient.

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 12 January 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.

10. For identification purposes only