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.

慧聰網有限公司*

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 02280) MAJOR AND CONNECTED TRANSACTION: ACQUISITION OF THE REMAINING EQUITY INTERESTS IN CHONGQING DIGITAL CHINA HUICONG MICRO-CREDIT CO., LTD. AND DIGITAL CHINA'S SUBSCRIPTION OF THE COMPANY'S NEW SHARES UNDER A SPECIFIC MANDATE Financial adviser to the Company THE ACQUISITION

Reference is made to the announcements of the Company dated 17 August 2016 and 24 April 2017.

The Board is pleased to announce that on 19 May 2017 (after trading hours), the Purchaser, the Vendor, Digital China, and the Company entered into the Formal SPA as contemplated under the Framework Agreement, pursuant to which the Purchaser has conditionally agreed to purchase, and the Vendor has conditionally agreed to sell, the Sale Shares for a consideration of RMB1,083,637,320 (equivalent to HK$1,227,000,000 based on the Exchange Rate), which will be settled by the Purchaser in cash within six months after the execution of the first Equity Transfer Agreement. Digital China has undertaken that upon the Purchaser transferring any part of the Consideration to the Vendor in the PRC, Digital China will within ten business days pay a sum equal to the said part of the Consideration to the Company in Hong Kong to subscribe for New Shares at the issue price of HK$7.0 per Share. Upon the Purchaser paying the whole Consideration, a total of 175,285,714 New Shares shall have been subscribed by Digital China or its designated wholly-owned subsidiary.

The Sale Shares will be transferred to the Purchaser in one batch or in stages proportionate to the portion of the Consideration paid. Resulting from such transfer(s), Chongqing Micro-Credit would become an indirectly-owned subsidiary of the Company upon the Purchaser obtaining control through the acquisition(s) of the Sale Shares in one batch or in stages. Upon completion of the transfer of the entire Sale Shares, Chongqing Micro-Credit will become an indirect wholly-owned subsidiary of the Company.

The New Shares shall be issued and allotted to Digital China or its designated wholly- owned subsidiary under the Specific Mandate proposed to be sought at the EGM. The 175,285,714 New Shares represent approximately 17.49% of the existing issued share capital of the Company and approximately 14.89% of the issued share capital of the Company as enlarged by the issue and allotment of the New Shares. The Company will apply for the listing of, and permission to deal in, the New Shares on the Stock Exchange.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the Acquisition exceed(s) 25% but is/are less than 100%, the Acquisition constitutes a major transaction of the Company under the Listing Rules and is subject to the reporting, announcement and shareholders' approval requirements under Chapter 14 of the Listing Rules.

Furthermore, as Digital China is a substantial Shareholder, it is a connected person of the Company. The Acquisition and the Subscription therefore constitute connected transactions of the Company which are subject to the reporting, announcement, circular and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

The New Shares will be issued under the Specific Mandate subject to the approval by the Independent Shareholders.

EGM

An EGM will be held for the Independent Shareholders to consider, and if thought fit, approve the Formal SPA and the transactions contemplated thereunder and the Specific Mandate. At the EGM, Digital China and its associates will be required to abstain from voting at the EGM in respect of the Formal SPA and the transactions contemplated thereunder and the Specific Mandate.

The Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders as to whether the terms of the Formal SPA and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole. An independent financial adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in this regard.

It was disclosed in the announcement of the Company dated 24 April 2017 that a circular containing, among other things, (i) further details of the Acquisition, the Subscription, and the transactions contemplated thereunder and the Specific Mandate; (ii) a letter from the Independent Board Committee containing its opinion and recommendations to the Independent Shareholders in respect of the Acquisition; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee in respect of the Acquisition; (iv) other information required to be disclosed under the Listing Rules; and (v) a notice of the EGM, is expected to be despatched to the Shareholders on or before 31 May 2017. As additional time is required for the preparation of the relevant information to be included in the circular, it is expected that the despatch of the Circular will be postponed to a date not later than 30 June 2017.

Since the Acquisition and the Subscription are subject to the fulfilment of the conditions precedent set out in the Formal SPA and the Equity Transfer Agreement(s) and may or may not proceed to Completion, Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

Reference is made to the announcements of the Company dated 17 August 2016 and 24 April 2017.

The Board is pleased to announce that on 19 May 2017 (after trading hours), the Purchaser, the Vendor, Digital China and the Company entered into the Formal SPA as contemplated under the Framework Agreement, pursuant to which the Purchaser has conditionally agreed to purchase, and the Vendor has conditionally agreed to sell, the Sale Shares.

THE FORMAL SPA

The principal terms of the Formal SPA are as follows:

Date: 19 May 2017 (after trading hours) Parties: The Company as the issuer;

Digital China as the subscriber;

the Purchaser as the purchaser; and the Vendor as the vendor.

Interest to be acquired

Pursuant to the Formal SPA, the Purchaser has conditionally agreed to purchase, and the Vendor has conditionally agreed to sell, the Sale Shares. The Sale Shares will be transferred to the Purchaser in one batch or in stages proportionate to the portion of the Consideration paid. Resulting from such transfer(s), Chongqing Micro-Credit would become a subsidiary of the Company upon the Purchaser obtaining control through the acquisition(s) the Sale Shares in one batch or in stages. Upon completion of the transfer of the entire Sale Shares, Chongqing Micro-Credit will become an indirect wholly-owned subsidiary of the Company.

Consideration

The Consideration for the Acquisition is RMB1,083,637,320 (equivalent to HK$1,227,000,000 based on the Exchange Rate), which shall be financed by internal resources and/or bank loans of the Group.

The Consideration is to be settled in one batch or in stages by the Purchaser in cash within six months after the execution of the first Equity Transfer Agreement. Pursuant to the Equity Transfer Agreement, settlement of the Consideration concerned in each stage shall occur within three months following the fulfillment (or waiver) of the conditions precedent contained therein. Digital China has undertaken that upon the Purchaser transferring any part of the Consideration to the Vendor in the PRC, Digital China will within 10 business days pay a sum equal to the said part of the Consideration in HK$ to the Company in Hong Kong to subscribe for New Shares at the issue price of HK$7.0 per Share. Upon the Purchaser paying the whole Consideration, a total of 175,285,714 News Shares shall have been subscribed by Digital China or its designated wholly-owned subsidiary.

The Consideration was arrived at after arm's length negotiations between the Company and Digital China. In determining the Consideration, the Directors considered, among other factors, (i) the growth potential and prospect of Chongqing Micro-Credit and its business operation; and (ii) the valuation of Chongqing Micro-Credit based on the preliminary valuation report issued by an independent valuer.

HC International Inc. published this content on 19 May 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 20 May 2017 10:14:23 UTC.

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