HC Group Inc. — Proxy Solicitation & Information Statement 2016

Jan 11, 2016

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 Monday, 1 February 2016 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 subscription agreement dated 9 December 2015 (the “ Subscription Agreement ”, a copy of which is marked “A” and initiated by the chairman of the Meeting for identification purpose and tabled at the Meeting) entered into between the Company and Mr. Guo Jiang (“ Subscriber 1 ”), Mr. Lee Wee Ong (“ Subscriber 2 ”), Mr. Liu Jun (“ Subscriber 3 ”), and Mr. Liu Xiaodong (“ Subscriber 4 ”, together with Subscriber 1, Subscriber 2 and Subscriber 3 collectively as the “ Subscribers ”), in respect of the subscription (the “ Subscription ”) for the convertible bonds (the “ Convertible Bonds ”) of an aggregate principal amount of HK$500,000,000 to be issued by the Company, and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

• (b) 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 be and are hereby approved, ratified and confirmed;

• for identification purposes only

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• (c) the directors of the Company be and are hereby granted 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 (the “ Conversion Shares ”); 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 authorised 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 to, 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.”

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, 12 January 2016

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

Head Office and Principal Place of Business:

Tower B Jingyi Technical Building No. 9 Dazhongsi East Road Haidian District Beijing 100098 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 28 January 2016 to 1 February 2016, 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 27 January 2016.

8. As at the date of this announcement, the Board comprises:

9. Mr. Guo Fansheng (Executive Director and Chairman)

10. Mr. Guo Jiang (Executive Director and Chief Executive Officer)

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

12. Mr. Li Jianguang (Non-executive Director)

13. Mr. Guo Wei (Non-executive Director)

14. Mr. Zhang Ke (Independent non-executive Director)

15. Mr. Xiang Bing (Independent non-executive Director)

16. Mr. Zhang Tim Tianwei (Independent non-executive Director)

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