PDF《HC INTERNATIONAL, INC. 慧聪网有限公司 *》

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1 C 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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company. HC INTERNATIONAL, INC. 慧聪网有限公司* (incorporated in the Cayman Islands with limited liability) (Stock Code: 02280) SHARE TRANSACTION IN RELATION TO THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF ZHONGFU HOLDINGS LIMITED INVOLVING ISSUE OF CONVERTIBLE BONDS AND CONTINUING CONNECTED TRANSACTION IN RELATION TO THE STRUCTURED CONTRACTS THE SALE AND PURCHASE AGREEMENT Reference is made to the announcement of the Company dated

3 July

2015 in relation to, among others, the entering into of the Letter of Intent for the acquisition of 80.38% equity interest of Zhejiang Zhongfu. The Board is pleased to announce that on

18 December

2015 (after trading hours), the Sellers, the Company and the Seller Guarantors entered into the Sale and Purchase Agreement, pursuant to which the Sellers have conditionally agreed to sell, and the Company has conditionally agreed to acquire the Sale Shares, representing the entire issued share capital of the Target Company for an aggregate consideration of HK$170,807,500 (subject to downward adjustments), to be settled at Completion by way of (i) cash;

and (ii) issuance and allotment of the Convertible Bonds (subject to downward adjustments). Completion is conditional upon the satisfaction of the Conditions Precedent as more particularly set out in the section headed Conditions Precedent below. C

2 C THE STRUCTURED CONTRACTS Hangzhou Saidian Information will enter into the Structured Contracts with Hangzhou Saidian Technology and the PRC Equity Owners on or before the Completion Date. Pursuant to the Structured Contracts, Hangzhou Saidian Information will provide certain management and operations services, including but not limited to business consultations, marketing consultancy, technical services, intellectual-properties licenses, product research and development system maintenance, as well as general corporate management, whereas Hangzhou Saidian Technology will pay the service fee equal to the net income as further elaborated in the paragraph headed The Structured Contracts in this announcement. In addition, relevant parties have entered into certain agreements in relation to, among other things, the pledge of, and grant of exclusive acquisition rights of, the equity interests in Hangzhou Saidian Technology, details of which are referred to in the paragraph headed The Structured Contracts in this announcement. LISTING RULES IMPLICATIONS As all of the applicable percentage ratios in respect of the Acquisition calculated in accordance with Rule 14.07 of the Listing Rules are less than 5% and part of the Consideration shall be satisfied by way of issue of the Convertible Bonds, the Acquisition constitutes a share transaction of the Company under the Listing Rules and is subject to the reporting and announcement requirements. Not more than 10,071,250 Conversion Shares will be issued under the General Mandate upon full conversion of the Convertible Bonds. In addition, as Hangzhou Saidian Technology will be owned as to 60% by Mr. Guo who is an executive Director, chief executive officer and a substantial shareholder of the Company, each of Mr. Guo and Hangzhou Saidian Technology will be a connected person of the Company and the transactions contemplated under the Structured Contracts constitute continuing connected transaction of the Company. As one or more of the applicable percentage ratios in respect of the annual caps for the transactions contemplated under the Structured Contracts exceed 0.1% but are less than 5%, the Structured Contracts and the annual caps contemplated thereunder are subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders'