PDF《HC INTERNATIONAL, INC. 慧聪网有限公司 *》

HC INTERNATIONAL, INC.

慧聪网有限公司* (incorporated in the Cayman Islands with limited liability) (Stock Code: 2280) (Stock Code: 05839) FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING I/We,(Note 1) of being the registered holder(s) of (Note 2) ordinary shares of HK$0.10 each in the capital of HC International, Inc. (the "Company"), HEREBY APPOINT (Note 3) the Chairman of the Meeting, or of 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 Friday,

23 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 RESOLUTIONS FOR (Note 4) AGAINST (Note 4) (1) (a) conditional upon the passing of the special resolution as set out in the notice convening this Meeting, the conditional framework agreement dated

26 April

2016 (as supplemented by two supplemental agreements dated

30 May

2016 and

29 June

2016 respectively) (the "Framework 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, 上海钢 联电子商务股份有限公司 (Shanghai Ganglian E-Commerce Holdings Co., Ltd*) (the "Purchaser") as purchaser, Beijing Huicong Construction Information Consulting Co., Ltd. (北京慧聪建设信息谘询有限公司) ("Beijing Huicong Construction") and 西藏锐景慧杰创业投资合夥企业 (Xizang Ruijing Huijie Entrepreneurship Investment Partnership*) ("Xizang Ruijing") as vendors in relation to the proposed disposal of the entire equity interest in Beijing Zhixing Ruijing Technology Co., Ltd (北京知行锐景科技有限公司) ("Beijing Zhixing Ruijing") to the Purchaser for the aggregate consideration of not more than RMB2,080,000,000 and not less than RMB2,000,000,000, which shall be settled by way of the issue and allotment of shares of the Purchaser and payment of cash consideration, and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

and (b) any one or more of the directors of the Company be and is hereby authorised to do all such acts and things, negotiate, approve, agree, sign, initial, ratify and/or execute such further documents and take all steps which may be in his/their opinion necessary, desirable or expedient to implement and/or give effect to the terms of the Framework Agreement and the transactions contemplated thereunder. (2) (a) (i) the conditional equity transfer agreement dated

26 April

2016 (the "Equity Transfer Agreement") (a copy of which is marked "B1" and initiated by the chairman of the Meeting for identification purpose and tabled at the Meeting) entered into between Mr. Guo Jiang ("Mr. Guo"), Mr. Liu Xiaodong ("Mr. Liu"), Beijing Huicong Construction and Xizang Ruijing in respect of the transfer of the entire equity interest in Beijing Zhixing Ruijing from Mr. Guo and Mr. Liu to Beijing Huicong Construction and Xizang Ruijing;