HC : CONNECTED TRANSACTION SUPPLEMENTAL AGREEMENT TO THE LOAN AGREEMENT IN RESPECT OF REVISION OF THE LOAN PRINCIPAL AMOUNT

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HC GROUP INC.

慧聰集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 02280)

CONNECTED TRANSACTION

SUPPLEMENTAL AGREEMENT TO THE LOAN AGREEMENT IN RESPECT OF REVISION OF THE LOAN PRINCIPAL AMOUNT

Reference is made to the announcement (the "Announcement") made by the Company dated 20 June 2019 in relation to provision of the Loan to Chongqing Micro-Credit. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

THE SUPPLEMENTAL AGREEMENT

The Board is pleased to announce that, on 25 November 2019, Beijing Huicong and Chongqing Micro-Credit entered into a supplemental agreement to the Loan Agreement (the "Supplemental Agreement") to adjust the maximum principal amount of the Loan from RMB100,000,000 to RMB140,000,000 (the "Revised Loan Principal").

Save for the aforesaid amendment, all other terms in the Loan Agreement remain unchanged and continue in full force and effect.

The Revised Loan Principal was determined and agreed by the parties on an arm's length basis. Having considered the financial background of Chongqing Micro-Credit, the additional interest income to be generated to the Group, the funding requirement of Chongqing Micro- Credit for its business operation and the benefits of the provision of the Loan as disclosed in the Announcement, the Directors (including the independent non-executive Directors) consider that the terms of the Supplemental Agreement are on normal commercial terms or better, fair and reasonable and in the interests of the Company and Shareholders as a whole.

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LISTING RULES IMPLICATIONS

Chongqing Micro-Credit is indirectly owned by the Company and Digital China as to 70% and 30%, respectively and is principally engaged in development and operation of the microcredit internet financing business in the PRC and development of micro-finance products such as trade finance, personal credit and guaranteed loan. As at the date of this announcement, Digital China and its associates held approximately 22.64% of the total issued shares of the Company. Digital China is thus a substantial Shareholder and a connected person of the Company at the issuer level. Therefore, Chongqing Micro-Credit is a connected subsidiary of the Company under the Listing Rules.

As one or more of the applicable percentage ratios in respect of the Revised Loan Principal is more than 0.1% but less than 5%, the entering into of the Supplemental Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules.

None of the Directors has a material interest in the transactions contemplated under the Supplemental Agreement and none of them is required to, or has abstained from voting on the relevant board resolutions to approve the Supplemental Agreement.

By Order of the Board

HC GROUP INC.

Liu Jun

Chairman

Hong Kong, 25 November 2019

As at the date of this announcement, the Board comprises:

Mr. Liu Jun (Executive Director and Chairman)

Mr. Zhang Yonghong (Executive Director and Chief Executive Officer) Mr. Liu Xiaodong (Executive Director and President)

Mr. Guo Fansheng (Non-executive Director)

Mr. Li Jianguang (Non-executive Director) Mr. Sun Yang (Non-executive Director)

Mr. Zhang Ke (Independent Non-executive Director)

Mr. Zhang Tim Tianwei (Independent Non-executive Director) Ms. Qi Yan (Independent Non-executive Director)

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