PDF《HC INTERNATIONAL, INC. 慧聪网有限公司 *》

approval requirement under Chapter 14A of the Listing Rules. INTRODUCTION 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 C

3 C adjustments), to be settled at Completion by way of (i) cash;

and (ii) issuance and allotment of the Convertible Bonds (subject to downward adjustments). The principal terms and conditions of the Sale and Purchase Agreement are as follows: THE SALE AND PURCHASE AGREEMENT Date:

18 December

2015 Parties: (i) Daxiong, Hanson, Richard, Grand Novel and Moustache as the Sellers;

(ii) the Company as the purchaser;

and (iii) Mr. Cao, Mr. He, Mr. Chen, Mr. Guan and Mr. Liao as the Seller Guarantors As at the date of this announcement, each of Daxiong, Hanson, Richard, Grand Novel and Moustache is wholly-owned by Mr. Cao, Mr. He, Mr. Chen, Mr. Guan and Mr. Liao respectively. To the best of the Directors'

knowledge, information and belief, having made all reasonable enquiries, each of the Sellers and the Seller Guarantors is an Independent Third Party. Subject matter of the Sale and Purchase Agreement Pursuant to the Sale and Purchase Agreement, 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. As at the date of this announcement, each of Daxiong, Hanson, Richard, Grand Novel and Moustache is holding 5.53%, 6.22%, 63.55%, 19.35% and 5.35% of the issued share capital in the Target Company respectively. The Target Company holds the entire issued share capital in SaiDian HK which in turn holds the entire equity interest in Hangzhou Saidian Information. Hangzhou Saidian Information will enter into the Structured Contracts with Hangzhou Saidian Technology and the PRC Equity Owners on or before the Completion Date. As at the date of this announcement, Hangzhou Saidian Technology was owned as to 63.55% by Mr. Chen, 19.35% by Mr. Guan, 6.22% by Mr. He, 5.53% by Mr. Cao and 5.35% by Mr. Liao. Upon Completion, through the transfer of the equity interests from Mr. Chen, Mr. Guan, Mr. He, Mr. Cao and Mr. Liao to Mr. Guo, an executive Director, chief executive office and a substantial shaerholder of the Company, Hangzhou Saidian Technology will be owned as to 60% by Mr. Guo and as to 40% by Mr. Chen. C

4 C Consideration The Consideration is HK$170,807,500 (subject to downward adjustments). The Consideration was determined after arm'

s length negotiations between the Company and the Sellers after taking into account, among others, (i) the Performance Targets;

(ii) the latest unaudited net asset value of Hangzhou Saidian Technology;

(iii) the operating performance of Zhejiang Zhongfu including but not limited to the number of registered users and the number of daily visitors of the websites operated by Zhejiang Zhongfu and its leading position in the industry;

(iv) the business prospect of the Target Group;

(v) the payment terms of the Consideration;