PDF《HC INTERNATIONAL, INC. 慧聪网有限公司 *》

knowledge, information and belief, having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owners are third parties independent of the Company and its connected persons. C

3 C Placees The Placing Agent will place the Placing Shares to not less than six Placees who and whose ultimate beneficial owners are not connected persons of the Company and are third parties independent of and not connected with the Company, connected persons of the Company and any of the Directors, chief executive or substantial shareholder(s) of the Company or any of its subsidiaries or their respective associates. Number of Placing Shares The 74,540,000 Placing Shares under the Placing represent 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 the Placing Shares under the Placing will be HK$7,454,000. Ranking of Placing Shares The Placing Shares under the Placing will rank, upon issue, pari passu in all respects with the existing Shares in issue on the date of allotment and issue of the Placing Shares. Placing Price 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. The Placing Price was determined with reference to the prevailing market price of the Shares and was negotiated on an arm'

s length basis between the Company and the Placing Agent. The Directors consider that the terms of the Placing Agreement are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole. Placing Shares The Placing Shares will be allotted and issued pursuant the General Mandate granted to the Directors by resolution of the Shareholders passed at the AGM subject to the limit up to 20% of the then issued share capital of the Company as at the date of the AGM. Under the General Mandate, the Company is authorised to issue up to 133,554,923 Shares. Up to the date of this announcement, no Share has been issued under the General Mandate. The Placing Shares will be issued under the General Mandate and therefore the Placing is not subject to any Shareholders'

approval. C

4 C Application for listing of Placing Shares Application will be made by the Company to the Stock Exchange for the grant of the listing of, and permission to deal in, the Placing Shares. Conditions of the Placing Agreement Completion of the Placing under the Placing Agreement is conditional upon 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. If the above condition is not satisfied on or before

30 December

2015 (or such later date as the Company and the Placing Agent may agree), all obligations of the Placing Agent and of the Company under the Placing Agreement shall cease and terminate and none of the parties shall have any claim against the other in relation thereto. Termination of the Placing Under the Placing Agreement, the Placing Agent may terminate the Placing Agreement by giving notice to the Company at any time between the date of the Placing Agreement and at or before 10:00 a.m. on the Completion Date, if there occurs: (a) the introduction of any new law or regulation or any change in existing laws or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Company;