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.

HC INTERNATIONAL, INC. 慧聪网有限公司* (Incorporated in the Cayman Islands with limited liability) (Stock Code: 02280) PLACING OF NEW SHARES UNDER GENERAL MANDATE AND ADJUSTMENT TO THE CONVERSION PRICE OF THE CONVERTIBLE BONDS Placing Agent Shenwan Hongyuan Securities (H.K.) Limited THE PLACING On

12 November

2015 (after trading hours), the Placing Agent and the Company entered into the Placing Agreement pursuant to which the Company has conditionally agreed to place, through the Placing Agent on a best effort basis, an aggregate of up to 74,540,000 Placing Shares to not less than six Placees who and whose ultimate beneficial owners will be third parties independent of the Company and its connected persons. The maximum number of 74,540,000 Placing Shares under the Placing represents approximately 9.04% of the existing issued share capital of the Company of 824,696,103 Shares as at the date of this announcement and approximately 8.29% of the then issued share capital of 899,236,103 Shares as enlarged by the Placing. The aggregate nominal value of the maximum number of Placing Shares under the Placing will be HK$7,454,000. The Placing Price of HK$3.82 represents a discount of approximately 18.72% to the benchmarked price of the Shares, which is the higher of (i) the closing price of HK$4.70 per Share as quoted on the Stock Exchange on the date of the Placing Agreement;

and (ii) the average closing price of HK$4.68 per Share for the last

5 consecutive trading days immediately prior to the date of the Placing Agreement. * For identification purposes only C

2 C The Placing is conditional upon, among other things, the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Placing Shares on the Stock Exchange. The maximum gross proceeds from the Placing will be approximately HK$284,742,800. The maximum net proceeds from the Placing will amount to approximately HK$277,340,000. The net proceeds from the Placing will be used for potential acquisitions or investments, input of resources into the B2B 2.0 business (which mainly includes transactions and internet finance), as well as working capital and general corporate purposes. The maximum net price raised per Share upon the completion of the Placing will be approximately HK$3.72 per Share. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares. ADJUSTMENT TO THE CONVERSION PRICE OF THE CONVERTIBLE BONDS Pursuant to the terms and conditions of the Convertible Bonds, the conversion price of the Convertible Bonds will be adjusted as a result of the Placing. The above adjustment to the conversion price shall become effective on the date of issue of the new Shares. The above adjustment will be computed in accordance with the terms and conditions of the Convertible Bonds. Apart from the above adjustment, all the other terms and conditions of the Convertible Bonds will remain unchanged. Further announcement in this regard will be made after the completion of Placing. THE PLACING AGREEMENT Date

12 November

2015 (after trading hours) Issuer The Company Placing Agent Shenwan Hongyuan Securities (H.K.) Limited The Placing Agent has conditionally agreed to place a maximum of 74,540,000 Placing Shares on a best effort basis and will receive a placing commission of 2.5% on the gross proceeds of the actual number of Placing Shares being placed. Having considered the Placing Price and the terms of the Placing, the Directors are of the view that the placing commission of 2.5% is fair and reasonable. To the best of the Directors'