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Ruihe Data Technology Holdings Limited Capital/Financing Update 2021

Mar 18, 2021

50862_rns_2021-03-18_e572a92e-10f1-4aae-a7ad-97d150b82451.pdf

Capital/Financing Update

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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.

Suoxinda Holdings Limited 索信 達 控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3680)

SUPPLEMENTAL ANNOUNCEMENT DISCLOSEABLE TRANSACTION ACQUISITION OF 56% EQUITY INTEREST IN THE TARGET COMPANY INVOLVING ISSUE OF CONSIDERATION SHARES UNDER GENERAL MANDATE

Reference is made to the announcements of Suoxinda Holdings Limited (the “ Company ”) dated 9 December 2020 and 11 December 2020 respectively (the “ Announcements ”) in relation to the acquisition of 56% equity interest in Shenzhen Yinxing Intelligent Data Co., Ltd. (深圳銀興智能數據有限公司) (the “ Target Company ”). Capitalised terms used herein shall have the same meanings as those defined in the Announcements unless otherwise stated.

The Company would like to provide the following supplemental information relating to the Acquisition.

CONSIDERATION SHARES AND SETTLEMENT AGREEMENT

As disclosed in the Announcements, the Consideration for the Acquisition of RMB11,900,000 shall be satisfied by way of: (1) cash payment in the aggregate amount of RMB1,900,000; and (2) allotment and issue of 2,150,537 Consideration Shares to the Vendors at the issue price of HK$4.65 per Consideration Share under the General Mandate upon Completion.

It has come to the Company’s attention that there is an inadvertent clerical error in the Announcements and the Company would like to clarify that based on the exchange rate of RMB0.84258 = HK$1.00, being the average central parity rate of RMB to HK$ as announced by the People’s Bank of China on 9 December 2020 (the “ Exchange Rate ”), the total number of Consideration Shares that should have been issued under the Equity Transfer Agreement was 2,552,325 Shares instead of 2,150,537 Shares. The Company had issued 2,150,537 Shares to the Vendors upon Completion, which represents a shortfall of 401,788 Shares (the “ Outstanding Shares ”).

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The Company approached the Vendors to discuss for any applicable remedial measures to settle the Outstanding Shares. On 18 March 2021, the Company and the Vendors entered into a settlement agreement (the “ Settlement Agreement ”). Under the Settlement Agreement, the Company shall pay to the Vendors a total sum of RMB1,574,203 (the “ Settlement Sum ”) as replacement for the Outstanding Shares outstanding under the Equity Transfer Agreement. The determination of the Settlement Sum is based on the difference between the total number of Consideration Shares which should have been issued and the number of Consideration Shares actually issued, at the issue price of HK$4.65 per Consideration Share and the Exchange Rate. Accordingly, the Settlement Sum to be received by the Vendors pursuant to the Settlement Agreement are as follows:

Number of Settlement
Consideration Number of Sum to be
Shares should Consideration Number of the Value of the received under
have been Shares actually Outstanding Outstanding Settlement
Name of Vendor received received Shares Shares Agreement
(HK$) (RMB)
Cao Zhongjun (曹忠軍) 865,621 729,647 135,974 632,279 532,745
Li Jinglan (李靜嵐) 843,352 710,445 132,907 618,017 520,729
Mai Meiqi (麥美琦) 843,352 710,445 132,907 618,017 520,729
Total 2,552,325 2,150,537 401,788 1,868,313 1,574,203

This announcement is supplemental to and should be read in conjunction with the Announcements. Save as disclosed above, all other information in the Announcements shall remain unchanged.

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

Hong Kong, 18 March 2021

As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Song Hongtao, 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 Dr. Qiao Zhonghua.

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