Ruihe Data Technology Holdings Limited — Capital/Financing Update 2021

Dec 28, 2021

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 the securities of the Company.

Suoxinda Holdings Limited 索信 達 控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3680)

(1) GRANT OF RESTRICTED SHARES PURSUANT TO THE SHARE AWARD SCHEME;

(2) CONNECTED TRANSACTIONS INVOLVING PROPOSED GRANT OF CONNECTED RESTRICTED SHARES TO CONNECTED PERSONS;

(3) APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER; AND

(4) GRANT OF SHARE OPTIONS PURSUANT TO THE SHARE OPTION SCHEME

GRANT OF RESTRICTED SHARES PURSUANT TO THE SHARE AWARD SCHEME AND CONNECTED TRANSACTIONS INVOLVING PROPOSED GRANT OF THE CONNECTED RESTRICTED SHARES TO CONNECTED PERSONS

The Board is pleased to announce that on 28 December 2021, it has resolved to grant, subject to acceptance of the Share Award Grantees and other conditions, a total of not more than 5,972,322 Restricted Shares to 420 Share Award Grantees pursuant to the Share Award Scheme, of which, (i) not more than 5,536,322 Restricted Shares are granted to 414 Non-connected Grantees and shall be satisfied by the allotment and issue of new Shares to the Trustee pursuant to the 2021 General Mandate and in accordance with the terms of the Share Award Scheme Rules; and (ii) not more than 436,000 Restricted Shares are proposed to be granted to 6 Connected Grantees and shall be satisfied by the proposed allotment and issue of new Shares to the Trustee pursuant to the Specific Mandate, subject to the approval of Independent Shareholders, and in accordance with the terms of the Share Award Scheme Rules.

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The new Shares to be issued and allotted by the Company to the Trustee to satisfy the grant of Restricted Shares represent approximately 1.49% of the Company’s issued share capital as at the date of this announcement and approximately 1.46% of the Company’s enlarged issued share capital after the proposed allotment and issue of such new Shares.

LISTING RULES IMPLICATIONS

The Connected Grantees, being the Director and the directors or supervisor of the subsidiaries of the Company, are connected persons of the Company pursuant to Rule 14A.07 of the Listing Rules. Therefore, the proposed allotment and issue of Connected Restricted Shares to the Connected Grantees under the Share Award Scheme shall constitute connected transactions of the Company under Chapter 14A of the Listing Rules and shall be subject to, among others, the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. All of the Non-connected Grantees are employees of the Group, three of them are directors, supervisors and/or substantial shareholder of the Company’s insignificant subsidiaries and are not regarded as connected persons of the Company pursuant to Rule 14A.09 of the Listing Rules.

The EGM will be convened and held to consider, and if thought fit, approve, among other things, the proposed allotment and issue of Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder.

An Independent Board Committee, comprising all the independent non-executive Directors, has been formed to advise the Independent Shareholders on the proposed allotment and issue of the Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder.

A circular containing, among others, further details of the proposed allotment and issue of the Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder, a letter of advice from the Independent Board Committee to the Independent Shareholders, a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the proposed allotment and issue of Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder and the notice of convening the EGM will be despatched to the Shareholders on or before 18 January 2022.

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APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

Rainbow Capital (HK) Limited, a corporation licensed to carry on Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, has been appointed by the Company as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the proposed allotment and issue of Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder.

GRANT OF SHARE OPTIONS PURSUANT TO THE SHARE OPTION SCHEME

The Board announces that on 28 December 2021, the Company granted Share Options to 12 Option Grantees who are employees of the Group to subscribe for an aggregate of 274,100 Shares representing approximately 0.07% of the total issued Shares as at the date of this announcement, under the Share Option Scheme, subject to the acceptance by the Option Grantees.

None of the Option Grantees is a Director, chief executive or substantial shareholder of the Company or any of their respective associates (as defined in the Listing Rules).

Reference is made to the circular of the Company dated 28 April 2020 in relation to, among others, the adoption of the Share Award Scheme and the Share Option Scheme by the Company, a summary of the principal terms of the Share Award Scheme and the Share Option Scheme was set out in the circular.

GRANT OF RESTRICTED SHARES PURSUANT TO THE SHARE AWARD SCHEME AND CONNECTED TRANSACTIONS INVOLVING PROPOSED GRANT OF CONNECTED RESTRICTED SHARES TO CONNECTED PERSONS

The Board is pleased to announce that on 28 December 2021, it has resolved to grant, subject to acceptance of the Share Award Grantees and other conditions, a total of not more than 5,972,322 Restricted Shares to 420 Share Award Grantees pursuant to the Share Award Scheme, of which, (i) not more than 5,536,322 Restricted Shares are granted to 414 Non-connected Grantees and shall be satisfied by the allotment and issue of new Shares to the Trustee pursuant to the 2021 General Mandate and in accordance with the terms of the Share Award Scheme Rules; and (ii) not more than 436,000 Restricted Shares are proposed to be granted to 6 Connected Grantees and shall be satisfied by the proposed allotment and issue of new Shares to the Trustee pursuant to the Specific Mandate, subject to the approval of Independent Shareholders, and in accordance with the terms of the Share Award Scheme Rules.

The new Shares to be issued will be held on trust by the Trustee for the Share Award Grantees until the end of each vesting period which may differ among the Share Award Grantees and be transferred to the Share Award Grantees upon satisfaction of the relevant

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vesting conditions as may be specified by the Board at the time of making the grant of Restricted Shares. As such, no fund will be raised by the Company as a result of the allotment and issue of the new Shares. All the new Shares to be issued, when issued and fully paid, shall rank pari passu among themselves and with those Shares in issue, with the right to receive all dividends and other distributions declared, made or paid on or after the allotment date. Applications will be made by the Company to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in the new Shares on the Stock Exchange.

The new Shares to be issued and allotted by the Company to the Trustee to satisfy the grant of Restricted Shares represent approximately 1.49% of the Company’s issued share capital as at the date of this announcement and approximately 1.46% of the Company’s enlarged issued share capital after the proposed allotment and issue of such new Shares.

Details of the grant of Restricted Shares are as follows:

Name of the Share Award Grantees Non-connected Grantees 414 employees of the Group, and to the best knowledge of the Directors, are not connected persons of the Company Connected Grantees Director of the Company Ms. Wang Jing (王靜) Directors of the subsidiaries of the Company Mr. Zhi Lei (支磊) Mr. Luo Yi (羅毅) Mr. Li Jinglan (李靜嵐) Mr. Cao Xiaopeng (曹孝鵬) Supervisor of the subsidiaries of the Company Ms. Mo Jiabi (莫嘉碧) Total Connected Restricted Shares Total Restricted Shares Granted

Number of Restricted Shares granted 5,536,322 260,000 124,000 6,000 20,000 20,000 6,000 436,000 5,972,322

Ms. Wang Jing, the Director as disclosed in the table above, has abstained from approving the relevant board resolutions on: (i) the grant of the relevant Connected Restricted Shares to her; and (ii) the proposed allotment and issue of the new Shares under the Specific Mandate to satisfy the relevant Connected Restricted Shares granted to her. The proposed grant of the Connected Restricted Shares to Ms. Wang Jing has also been recommended and approved by the Remuneration Committee according to the Share Award Scheme Rules.

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Pursuant to the Share Award Scheme Rules, the Restricted Shares shall be granted to the Share Award Grantees for nil consideration. Based on the closing price of HK$6.33 per Share as quoted on the Stock Exchange as at the date of this announcement, the market value of the Connected Restricted Shares granted to the Connected Grantees, and the Restricted Shares granted to the Non-connected Grantees are HK$2,759,880 and approximately HK$35,044,918, respectively. Based on the average closing price of the Shares for the five consecutive trading days immediately preceding the date of this announcement as quoted on the Stock Exchange which is HK$6.246 per Share, the market value of the Connected Restricted Shares granted to the Connected Grantees, and the Restricted Shares granted to the Non-connected Grantees are HK$2,723,256 and approximately HK$34,579,867, respectively.

Vesting schedules

The Restricted Shares are granted to the Non-connected Grantees according to seven tranches with different vesting schedules, details of which are as follows:

			Number of
		Number of	Non-connected
		Restricted	Grantees involved
	Vesting schedule	Shares granted	(Note 1)
1.	• 25% of the Restricted Shares granted shall vest	2,482,358	36
	on the first trading day after 31 March 2022;
	• 25% of the Restricted Shares granted shall vest
	on the first trading day after 31 March 2023;
	• 25% of the Restricted Shares granted shall vest
	on the first trading day after 31 March 2024; and
	• 25% of the Restricted Shares granted shall vest
	on the first trading day after 31 March 2025.
2.	• 25% of the Restricted Shares granted shall vest on	78,900	4
	the first trading day after 31 March 2023;
	• 25% of the Restricted Shares granted shall vest on
	the first trading day after 31 March 2024;
	• 25% of the Restricted Shares granted shall vest on
	the first trading day after 31 March 2025; and
	• 25% of the Restricted Shares granted shall vest on
	the first trading day after 31 March 2026.
3.	• 30% of the Restricted Shares granted shall vest	760,000	69
	on the first trading day after 31 March 2022;

• 30% of the Restricted Shares granted shall vest on the first trading day after 31 March 2023; and

• 40% of the Restricted Shares granted shall vest on the first trading day after 31 March 2024.

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			Number of
		Number of	Non-connected
		Restricted	Grantees involved
	Vesting schedule	Shares granted	(Note 1)
4.	• 30% of the Restricted Shares granted shall vest as	1,256,064	7
	soon as practicable following the fulfilment of the
	conditions as set out in the Share Award Scheme
	Rules and the conditions as specified by the Board
	in the letters of grant;
	• 30% of the Restricted Shares granted shall vest
	on the first trading day after 31 March 2022; and
	• 40% of the Restricted Shares granted shall vest
	on the first trading day after 31 March 2023.
5.	• 100% of the Restricted Shares granted shall vest as	136,000	42
	soon as practicable following the fulfilment of the
	conditions as set out in the Share Award Scheme
	Rules and the conditions as specified by the Board
	in the letters of grant.
6.	• 100% of the Restricted Shares granted shall vest	767,000	294
	on the last trading day before 30 June 2022.
7.	• 100% of the Restricted Shares granted shall vest	56,000	28
	on the last trading day before 31 December 2022.
	Total	5,536,322	480

Note 1: There are 66 Non-connected Grantees were granted with two tranches of Restricted Shares with different vesting schedules.

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The Connected Restricted Shares are granted to the Connected Grantees according to three tranches with different vesting schedules, details of which are as follows:

Number of

Connected Connected

Vesting schedule

Restricted Grantees Shares granted involved

1. • 25% of the Connected Restricted Shares granted shall vest on the first trading day after 31 March 2022;

2. 25% of the Connected Restricted Shares granted shall vest on the first trading day after 31 March 2023;

400,000 Ms. Wang Jing, Mr. Zhi Lei, Mr. Li Jinglan and Mr. Cao Xiaopeng

• 25% of the Connected Restricted Shares granted shall vest on the first trading day after 31 March 2024; and

• 25% of the Connected Restricted Shares granted shall vest on the first trading day after 31 March 2025.

• • 25% of the Connected Restricted Shares granted shall vest on the first trading day after 31 March 2023;

24,000 Mr. Zhi Lei

• 25% of the Connected Restricted Shares granted shall vest on the first trading day after 31 March 2024;

• 25% of the Connected Restricted Shares granted shall vest on the first trading day after 31 March 2025; and

• 25% of the Connected Restricted Shares granted shall vest on the first trading day after 31 March 2026.

• • 100% of the Connected Restricted Shares granted shall vest on the last trading day before 30 June 2022.

• 12,000 Ms. Mo Jiabi and Mr. Luo Yi

Total 436,000

The vesting of the Restricted Shares is also subject to the fulfilment of the conditions as set out in the Share Award Scheme Rules and the conditions as specified by the Board in the letters of grant.

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Conditions precedent

The proposed allotment and issue of not more than 5,536,322 Restricted Shares to the Nonconnected Grantees shall be subject to (i) the Listing Committee of the Stock Exchange having granted the approval for the listing of, and permission to deal in such Restricted Shares; (ii) the fulfilment of the conditions as set out in the Share Award Scheme Rules and the conditions as specified by the Board in the letters of grant; and (iii) the acceptance of the Non-connected Grantees.

The proposed allotment and issue of 436,000 Connected Restricted Shares to the Connected Grantees shall be subject to (i) the approval by the Independent Shareholders at the EGM in respect of the proposed allotment and issue of the Connected Restricted Shares, the Specific Mandate and the transactions contemplated thereunder; (ii) the Listing Committee of the Stock Exchange having granted the approval for the listing of, and permission to deal in the Connected Restricted Shares; (iii) the fulfilment of the conditions as set out in the Share Award Scheme Rules and the conditions as specified by the Board in the letters of grant; and (iv) the acceptance of the Connected Grantees.

Pursuant to the Share Award Scheme Rules, unless otherwise determined by the Board at its discretion, where the relevant Share Award Grantee is an employee of the Group as at the Date of Grant, in the event that prior to or on the relevant vesting date (a) the relevant Share Award Grantee fails to remain to be an employee of the Group; or (b) the subsidiary by which the relevant Share Award Grantee is employed as at the Date of Grant ceases to be a subsidiary of the Company (or of a member of the Group), the award of the Restricted Shares shall automatically lapse forthwith and all the Restricted Shares of such award and related distributions shall not vest on the relevant vesting dates.

It is currently anticipated that certain Share Award Grantees will cease to be the employees of the Group prior to or on the relevant vesting date as a result of (i) their employment may transfer to certain joint venture companies set up by the Group and the business partners, and such joint venture companies are not subsidiaries of the Company; or (ii) the companies by which they are employed as at the Date of Grant may cease to be the subsidiaries of the Company as the Group’s shareholding in these subsidiaries may be diluted or reduced due to possible adjustment of the Group’s strategic development plans and future business needs.

Considering (i) these Share Award Grantees have made a significant contribution to the business of the Group in the past, and (ii) the employments of the relevant Share Award Grantees in the aforementioned joint ventures and companies will continue to be instrumental to the Group as these joint ventures and companies represent important investments of the Group which may create long term investment return to the Group, the Board believes it would be important to allow these Share Award Grantees to retain their awards of the Restricted Shares in order to secure their continued support for the future of the Group. Therefore, the Board resolved at a Board meeting held on 28 December 2021 that as long as these Share Award Grantees are employees of the aforementioned

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joint ventures and companies and the Group continues to have shareholding interest in the aforementioned joint ventures and companies on the relevant vesting date, even if these Share Award Grantees fail to remain to be employees of the Group or the companies by which they are employed as at the Date of Grant cease to be the subsidiaries of the Company, the awards of the Restricted Shares to these Share Award Grantees shall not automatically lapse and all the Restricted Shares of such awards and related distributions shall be vested in accordance with their respective original vesting schedules.

2021 General Mandate

Pursuant to the 2021 General Mandate granted by the Shareholders at the annual general meeting of the Company held on 25 October 2021, the Board is authorized to allot and issue up to 80,430,107 Shares, representing 20% of the total number of Shares in issue as at the date of such annual general meeting. As at the date of this announcement, no Shares have been allotted and issued pursuant to the 2021 General Mandate. Accordingly, the 2021 General Mandate is sufficient for the issue of the Restricted Shares to the Nonconnected Grantees.

REASONS FOR THE GRANT OF RESTRICTED SHARES

The Group is principally engaged in provision of data solutions, sales of hardware and software and related services as an integrated service, and information technology maintenance and support services.

The Share Award Scheme forms part of the incentive schemes of the Group. The Board considers that the grant of the Restricted Shares to the Share Award Grantees (i) recognize the contributions made to the Group by the Share Award Grantees; (ii) encourage, motivate and retain the Share Award Grantees, whose contributions are beneficial to the continual operation, development and long-term growth of the Group; and (iii) provide additional incentive for the Share Award Grantees to achieve performance goals, with a view to achieving the objectives of increasing the value of the Group and aligning the interests of the Share Award Grantees to the Shareholders through ownership of Shares.

The Board considers that the terms and conditions of the grant of the Restricted Shares to the Non-connected Grantees and the proposed grant of the Connected Restricted Shares to the Connected Grantees are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As the Restricted Shares will be satisfied by new Shares to be allotted and issued to the Share Award Grantees by the Company under the 2021 General Mandate or Specific Mandate, applications will be made by the Company to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in the new Shares on the Stock Exchange.

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The Connected Grantees, being the Directors and the directors or supervisor of the subsidiaries of the Company, are connected persons of the Company pursuant to Rule 14A.07 of the Listing Rules. Therefore, the proposed allotment and issue of Connected Restricted Shares to the Connected Grantees under the Share Award Scheme shall constitute connected transactions of the Company under Chapter 14A of the Listing Rules and shall be subject to, among others, the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

All of the Non-connected Grantees are employees of the Group, three of them are directors, or supervisors and/or substantial shareholder of the Company’s insignificant subsidiaries and are not regarded as connected persons of the Company pursuant to Rule 14A.09 of the Listing Rules.

The EGM will be convened and held to consider, and if thought fit, approve, among other things, the proposed allotment and issue of Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder. The Connected Grantees and their associates are required to abstain from voting on the relevant resolutions to approve the proposed allotment and issue of Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder at the EGM to be convened by the Company.

An Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders on the proposed allotment and issue of Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder.

A circular containing, among others, further details of the proposed allotment and issue of Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder, a letter of advice from the Independent Board Committee to the Independent Shareholders, a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the proposed allotment and issue of Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder, and the notice convening the EGM is expected to be despatched to the Shareholders on or before 18 January 2022.

APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

Rainbow Capital (HK) Limited, a corporation licensed to carry on Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, has been appointed by the Company as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the proposed allotment and issue of Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder.

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GRANT OF SHARE OPTIONS PURSUANT TO THE SHARE OPTION SCHEME

The disclosure in this section is made pursuant to Rule 17.06A of the Listing Rules.

The Board announces that on 28 December 2021, the Company granted Share Options to 12 Option Grantees who are employees of the Group to subscribe for an aggregate of 274,100 Shares, representing approximately 0.07% of the total issued Shares as at the date of this announcement, under the Share Option Scheme, subject to the acceptance by the Option Grantees.

Details of the Share Options granted are as follows:

• Date of Grant : 28 December 2021 Number of Option : 12 Grantees

• Number Share : 274,100 Share Options (each Share Option shall entitle the Options granted Option Grantees to subscribe for one Share)

• Exercise price of the : HK$6.33 per Share, representing the highest of: Share Options

• (i) the closing price of HK$6.33 per Share as stated in the Stock Exchange’s daily quotation sheets on the Date of Grant;

• (ii) the average closing price of HK$6.246 per Share as stated in the Stock Exchange’s daily quotation sheets for the five business days immediately preceding the Date of Grant; and

• (iii) the nominal value of HK$0.01 per Share.

• Validity period of the : Subject to the vesting dates, the Share Options are valid until Share Options 7 June 2030.

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Vesting period : The Share Options granted to the Option Grantees shall vest in the Option Grantees as follows:

• Number of

• Number of Option

• Share Option Grantees

• Vesting schedules granted involved

• 1. • 25% of the Share Options granted shall vest on 70,000 7 Option the first trading day after 31 March 2022; Share Grantees

• • 25% of the Share Options granted shall vest on Options the first trading day after 31 March 2023;

• 25% of the Share Options granted shall vest on the first trading day after 31 March 2024; and

• 25% of the Share Options granted shall vest on the first trading day after 31 March 2025.

• • 25% of the Share Options granted shall vest on 204,100 5 Option the first trading day after 31 March 2023; Share Grantees

• 25% of the Share Options granted shall vest on Options the first trading day after 31 March 2024;

• 25% of the Share Options granted shall vest on the first trading day after 31 March 2025; and

• 25% of the Share Options granted shall vest on the first trading day after 31 March 2026.

None of the Option Grantees is a Director, chief executive or substantial shareholder of the Company or any of their respective associates (as defined under the Listing Rules).

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:

“2021 General Mandate” the general mandate granted by the Shareholders to the Directors to allot, issue and deal with new Shares at the annual general meeting of the Company held on 25 October 2021

“Board” the board of Directors

“Company” Suoxinda Holdings Limited (索信达控股有限公司), a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange

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“Connected Grantee(s)”

the Share Award Grantees who are the connected person(s) of the Company

“connected person(s)” has the meaning ascribed thereto in the Listing Rules “Connected Restricted 436,000 Restricted Shares granted by the Company to the Shares” Connected Grantees “Date of Grant” 28 December 2021 “Director(s)” the director(s) of the Company

“EGM” the extraordinary general meeting of the Company to be convened and held for Independent Shareholders to consider and, if thought fit, approve, among other things, the proposed allotment and issue of Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder

• “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 People’s Republic of China

“Independent Board an independent board committee of the Board, comprising Committee” all the independent non-executive Directors, established for the purpose of advising the Independent Shareholders on the proposed allotment and issue of Connected Restricted Shares to Connected Grantees, the Specific Mandate and the transactions contemplated thereunder

• “Independent Shareholders” independent Shareholders other than the Connected Grantees and their respective associates

• “Listing Rules”

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “Non-connected Grantee(s)” the Share Award Grantee(s) who are not connected persons of the Company

• “Option Grantee(s)” the recipient(s) of the grant of the Share Options pursuant to the Share Option Scheme

• “Remuneration Committee” the remuneration committee of the Board

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“Restricted Share(s)” any Share(s) that may be offered by the Company to any selected participants under the Share Award Scheme

“SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

• “Shareholder(s)” the holder(s) of the Shares

“Share(s)” the ordinary share(s) in the capital of the Company with nominal value of HK$0.01 each

• “Share Award Grantee(s)” the selected participant(s) granted or proposed to be granted the Restricted Shares under the Share Award Scheme

• “Share Award Scheme” the share award scheme adopted by the Company on 8 June 2020

• “Share Award Scheme the rules governing the Share Award Scheme adopted by Rules” the Company

• “Share Option(s)” the share option(s) to subscribe for Share(s) under the Share Option Scheme

• “Share Option Scheme” the share option scheme adopted by the Company on 8 June 2020

• “Specific Mandate” the specific mandate to be sought from the Independent Shareholders at the EGM to grant the authority to the Board for the proposed allotment and issue of the Connected Restricted Shares to Connected Grantees

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Trustee”

• the trustee for the time being of the Trust administering the Share Award Scheme, or its wholly owned entity, being Trident Trust Company (HK) Limited (which is independent of and not connected with the Company and its connected persons)

• “%”

per cent

By order of the Board Suoxinda Holdings Limited Song Hongtao Chairman of the Board

Hong Kong, 28 December 2021

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As at the date of this announcement, the Board comprises five executive Directors, namely Mr. Song Hongtao, Mr. Wu Fu-Shea, Mr. Wu Xiaohua, Mr. Lam Chun Hung Stanley and Ms. Wang Jing; and three independent non-executive Directors, namely Mr. Tu Xinchun, Ms. Zhang Yahan and Prof. Qiao Zhonghua.

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