HC International : 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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares of HC International, Inc., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

慧聰網有限公司*

(incorporated in the Cayman Islands with limited liability)

SOMERLEY CAPITAL LIMITED

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed "DEFINITIONS" in this circular.

A letter from the Board is set out on pages 5 to 16 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 17 to 18 of this circular. A letter from Somerley, the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 19 to 59 of this circular.

A notice convening an extraordinary general meeting of the Company to be held at Tower B, Jingyi Technical Building, No. 9 Dazhongsi East Road, Haidian District, Beijing 100098, the People's Republic of China on Friday, 14 July 2017 at 4:00 p.m. or any adjournment thereof is set out on pages EGM-1 to EGM-2 of this circular. Whether or not you are able to attend the meeting, you are advised to read the notice and complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Room 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, being not less than 48 hours before the time appointed for holding the special general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

* For identification purposes only 27 June 2017

Page

In this circular, unless the context otherwise requires, the following words and expressions shall have the following meanings ascribed to them respectively:

"Acquisition" the acquisition of the Sale Shares by the Purchaser from the Vendor pursuant to the Formal SPA

"Announcement" announcement of the Company dated 19 May 2017 in relation to the Formal SPA and the transactions contemplated thereunder

"associate(s)" has the meaning ascribed to it under the Listing Rules

"Board" the board of Directors

"Chongqing Micro-Credit" 重慶神州數碼慧聰小額貸款有限公司 (Chongqing Digital

China Huicong Micro-Credit Co., Ltd.*), a company established in the PRC with limited liability

"Company" HC INTERNATIONAL, INC. (慧聰網有限公司*), a company incorporated in Cayman Islands with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange (stock code: 02280)

"Completion" the completion of the Acquisition and the Subscription, which may be performed in stages, pursuant to the Formal SPA

"connected person(s)" has the meaning ascribed thereto under the Listing

Rules

"Consideration" the consideration for the Acquisition is the RMB equivalent of HK$1,227,000,000 based on the Exchange Rate payable by the Purchaser pursuant to the Formal SPA

"control" when the Company is exposed, or has rights, to variable returns from its involvement with Chongqing Micro-Credit and has the ability to affect those returns through its power over Chongqing Micro-Credit

"Digital China" DIGITAL CHINA HOLDINGS LIMITED (神州數碼控 股有限公司*), a company incorporated in Bermuda

with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange (stock code: 00861)

"Director(s)" the director(s) of the Company

"EGM" the extraordinary general meeting to be convened by the Company for the purpose of considering, and if thought fit, approving, the entering into of the Formal SPA and the transactions contemplated thereunder, including the allotment and issue of New Shares under the Specific Mandate

"Enlarged Group" the Group as enlarged by the Acquisition

"Equity Transfer Agreement(s)" the equity transfer agreement(s) to be executed

between the Purchaser and the Vendor in respect of the Acquisition in one batch or in stages as required by PRC laws and regulations

"Exchange Rate" RMB0.88316:HK$1.0, being the central parity rate of the exchange rate of RMB and HK$ as announced by the People's Bank of China on the date of the Framework Agreement

"Formal SPA" the formal sale and purchase agreement entered into for the Acquisition and the Subscription dated 19 May 2017 entered into by the Vendor, Digital China, the Purchaser and the Company

"Framework Agreement" the framework agreement made by Digital China and

the Company on 24 April 2017 for the Acquisition and the Subscription

"Group" the Company and its subsidiaries

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong" the Hong Kong Special Administrative Region of the PRC