HC Group Inc. — Share Issue/Capital Change 2015

May 13, 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: 02280)

ANNOUNCEMENT PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

The current authorised share capital of the Company is HK$100,000,000.00 divided into 1,000,000,000 Shares. In order to provide the Company with flexibility for fund raising by allotting and issuing Shares in future for future investment opportunities, the Board proposes to increase the authorised share capital of the Company to HK$200,000,000.00 by the creation of an additional 1,000,000,000 Shares. The proposed increase in the authorised share capital of the Company is subject to the approval of the Shareholders by way of an ordinary resolution at the EGM.

A circular containing, among other matters, details of the proposed increase in authorised share capital of the Company, together with a notice of EGM and the related proxy form, will be dispatched to the Shareholders on or about 29 May 2015.

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

The current authorised share capital of the Company is HK$100,000,000.00 divided into 1,000,000,000 Shares. As at the date of this announcement, 667,759,618 Shares were in issue and there are 32,291,000 outstanding share options carrying rights to subscribe for an aggregate of 32,291,000 Shares. In order to provide the Company with flexibility for fund raising by allotting and issuing Shares in future for future investment opportunities, the Board proposes to increase the authorised share capital of the Company to HK$200,000,000.00 by the creation of an additional 1,000,000,000 Shares, which will rank pari passu with all existing Shares. Immediately after the completion of the increase in authorised share capital of the Company and assuming no new Shares are issued or no Shares are repurchased from the date of this announcement up to the EGM, the authorised share capital of the Company will be HK$200,000,000.00 divided into 2,000,000,000 Shares, with 667,759,618 Shares in issue and 1,332,240,382 Shares remaining unissued. The proposed increase in authorised share capital of the Company is subject to the approval of the Shareholders by way of an ordinary resolution at the EGM.

• For identification purposes only

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GENERAL

An ordinary resolution, to be voted by way of poll, to approve, the proposed increase in the authorised share capital of the Company, will be proposed at the EGM. A circular containing, among other matters, details of the proposed increase in authorised share capital of the Company, together with a notice of EGM and the related proxy form, will be dispatched to the Shareholders on or about 29 May 2015.

DEFINITION

“Board”	the board of Directors
“Company”	HC INTERNATIONAL, INC., a company incorporated with
	limited liability under the laws of the Cayman Islands, the Shares
	of which are listed on the main board of the Stock Exchange
“Directors”	the directors of the Manager
“EGM”	the extraordinary general meeting of the Company to be held to
	approve inter alia, the increase in authorised share capital
“Hong Kong”	the Hong Kong Special Administrative Region of The People’s
	Republic of China
“Shareholder(s)”	the holder(s) of the Shares
“Shares”	ordinary share(s) of HK$0.10 each in the share capital of the
	Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong Dollars, the lawful currency of Hong Kong
	For and on behalf of
	HC International, Inc.
	Guo Jiang
	Chief Executive Officer and Executive Director

Beijing, the People’s Republic of China, 13 May 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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