Ruihe Data Technology Holdings Limited — M&A Activity 2020

Dec 9, 2020

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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase, or subscribe for any 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)

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

THE ACQUISITION

The Board is pleased to announce that on 9 December 2020 (after trading hours of the Stock Exchange), the Purchaser (an indirect wholly-owned subsidiary of the Company) and the Vendors entered into the Equity Transfer Agreement pursuant to which the Purchaser conditionally agreed to acquire, and the Vendors conditionally agreed to sell, the Target Shares for the Consideration of RMB11,900,000, which shall be satisfied by way of (i) cash payment; and (ii) allotment and issue of the Consideration Shares to the Vendors under the General Mandate, credited as fully paid.

The Consideration Shares will be allotted and issued pursuant to the General Mandate and is not subject to the approval of the Shareholders. The Consideration Shares to be allotted and issued will represent approximately 0.54% of the existing issued share capital of the Company and approximately 0.54% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares (assuming there will not be any issue or repurchase of Shares prior to the Completion).

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Pursuant to the Equity Transfer Agreement, the Vendors warrant and guarantee to the Purchaser that the Target Company shall meet certain performance targets with regards its revenue and net profit. Should the Target Company be unable to attain the performance targets, the Vendors shall make cash compensation to the Purchaser.

Following the Completion of the Acquisition, the Target Company will become an indirect non-wholly owned subsidiary of the Company.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the Acquisition are more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to the announcement requirement under the Listing Rules.

Shareholders and potential investors should note that the Acquisition contemplated under the Equity Transfer Agreement is subject to satisfaction of certain conditions precedent and it may or may not be completed. Shareholders and potential investors are therefore advised to exercise caution when dealing in the Shares.

THE ACQUISITION

The Board is pleased to announce that on 9 December 2020 (after trading hours of the Stock Exchange), the Purchaser (an indirect wholly-owned subsidiary of the Company) and the Vendors entered into the Equity Transfer Agreement pursuant to which the Purchaser conditionally agreed to acquire, and the Vendors conditionally agreed to sell, the Target Shares for the Consideration of RMB11,900,000, which shall be satisfied by way of (i) cash payment; and (ii) allotment and issue of the Consideration Shares to the Vendors under the General Mandate, credited as fully paid.

The Equity Transfer Agreement

The principal terms of the Equity Transfer Agreement are set out below:

Date : 9 December 2020 (after trading hours of the Stock Exchange) Parties : The Purchaser : Suoxinda (Beijing) Data Technology Co., Ltd. (索信達（北京）數據技術有限公司), an indirect wholly-owned subsidiary of the Company

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• The Vendors : (1) Cao Zhongjun (曹忠軍)

  • (2) Li Jinglan (李靜嵐)

  • (3) Mai Meiqi (麥美琦)

• Asset to be : The Purchaser has agreed to acquire, and the Vendors have agreed acquired to sell, the Target Shares, being 56% equity interest in the Target Company representing RMB5,600,000 of its registered capital, at a total consideration of RMB11,900,000 subject to the fulfilment of the conditions precedent and the relevant terms and conditions set out in the Equity Transfer Agreement.

Consideration

• : RMB11,900,000, which shall be satisfied to each of the Vendors in proportion to the Target Shares sold by them to the Purchaser by way of:

  • (1) cash payment in the aggregate amount of RMB1,900,000, to be settled upon Completion; 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 upon Completion under the General Mandate, credited as fully paid.

• Conditions : Completion of the Acquisition is subject to, among others, the precedent following conditions precedent being fulfilled or waived by the Long Stop Date:

  • (1) the Listing Committee of the Stock Exchange having granted the approval of, and permission to deal in, the Consideration Shares;

  • (2) the parties to the Equity Transfer Agreement having obtained all necessary permits, consents, approvals and authorisations required for the entering into and execution of the Equity Transfer Agreement (whether in accordance with laws, regulations or other regulatory authorities);

  • (3) the representations and warranties made by the Vendors under the Equity Transfer Agreement having remained true and accurate and not misleading from the date of the Equity Transfer Agreement to the Completion;

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• (4) (a) the Target Company and its core management and technical personnel having signed non-competition and confidentiality agreements covering intellectual property rights, confidentiality and non-competition, etc.; and (b) all employees of the Target Company having signed confidentiality agreements;

• (5) there having been no major adverse changes in the business, operations, assets, finances, personnel of the Target Company, industrial policies and other conditions that affect the Target Company’s profits by more than 20% during the Transition Period;

• (6) each of the Vendors having signed a non-competition agreement; and

• (7) the Vendors having undertaken to bear the liabilities for the disputes or administrative penalties in relation to labour, wages and contribution to social security and housing provident fund prior to 30 September 2020.

The Purchaser has the right to waive any of the above conditions precedent (other than the conditions set out in paragraphs (1) and (2)), at its absolute discretion by way of written notice to the Vendors. If any of the above conditions precedent is not fulfilled or otherwise waived on or before the Long Stop Date, the Purchaser may terminate the Equity Transfer Agreement by notifying the Vendors in writing, and the Equity Transfer Agreement shall be terminated on the day when the Vendors receive the notification.

If all the conditions precedent have been fulfilled or otherwise waived, the Vendors will send a confirmation letter regarding the fulfilment of the conditions precedent accompanied by all the supporting documents and undertakings. The Purchaser shall give a reply in writing within three business day after receipt of such confirmation letter on whether it agrees that all the conditions precedent have been fulfilled.

• Completion : The Completion shall take place within five business days after the conditions precedent are fulfilled or waived by the Purchaser. Upon Completion, the Purchaser shall settle the Consideration by making the cash payments and issuing the Consideration Shares to the Vendors.

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• Transfer of the : Within 10 business days after the Purchaser accepts the confirmation Target Shares letter from the Vendors regarding the fulfilment of the conditions precedent, the Vendors shall complete all regulatory registration with the relevant government authorities to effect the transfer of the Target Shares to the Purchaser.

• Compensation by : After the transfer of the Target Shares, the Purchaser shall arrange Vendors for audit of the Target Company to confirm the profit/loss during the Transitional Period. The Purchaser shall enjoy the profits of the Target Company generated during the Transitional Period based on the Purchaser’s equity interest in the Target Company. If the Target Company incurs loss during the Transitional Period, the absolute value of which exceeds 20% of the Target Company’s net profit for the financial year ended 31 December 2019, then such loss shall be borne by the Vendors on a pro rata basis. The Vendors shall reimburse such loss to the Purchaser within 10 business days after the issue of aforementioned audit report.

• Appointment of : After the completion of the transfer of the Target Shares and until director the Vendors cease to be shareholders of the Target Company, the Vendors have the right to jointly appoint one director to the board of the Target Company.

• Liquidated : Should any party to the Equity Transfer Agreement fail to perform damages his/her/its obligations under the Equity Transfer Agreement and rectify such default within 60 days upon receipt of the notice from the non-defaulting party, the non-defaulting party can terminate the Equity Transfer Agreement by written notice to the defaulting party. In that case, the non-defaulting party has the right to request the defaulting party to pay 30% of RMB17.5 million (being the aggregate amount of the Consideration plus the unpaid registered capital of RMB5.6 million) as liquidated damages.

Basis of consideration for the Acquisition

The Consideration of RMB11,900,000 was determined after arm’s length negotiations between the parties based on the value of the Target Company of RMB3,125,000, after deducting the aggregate unpaid registered capital of the Target Company of RMB5.6 million which was payable by the Vendors.

The value of the Target Company of RMB3,125,000 is agreed by the parties after taking into account the valuation conducted by Shenzhen Xuande Asset Appraisal Firm (General Partnership) (深圳市玄德資產評估事務所（普通合夥）), an independent valuer

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(the “ Valuer ”) engaged by the Group. The Valuer holds the Assets Valuation Qualification Certificate (資產評估資格證書) issued by the Guangdong Provincial Depart of Finance (廣東省財政廳).

The Valuer assessed the value of the Target Company as at 30 September 2020 was RMB35,159,200. The Valuer has adopted the market approach for the valuation, through which the Valuer determined the value of the Target Company by comparing its operating and financial data with comparable listed companies, including their net profit, net asset value and revenue. The total shareholders equity value of the comparable listed companies will then be determined by multiplying the operating and financial data with the applicable valuation metric, such as profit-to-earnings ratio, after taking into consideration discounts for lack of marketability and blockage discounts.

The Directors (including the independent non-executive Directors) consider that the Consideration to be fair and reasonable and on normal commercial terms and the Acquisition is in the interests of the Company and the Shareholders as a whole.

The Consideration Shares

The Consideration Shares to be allotted and issued represent approximately 0.54% of the existing issued share capital of the Company and approximately 0.54% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares (assuming there will not be any issue or repurchase of Shares prior to the Completion).

The maximum number of Shares that can be issued under the General Mandate is 80,000,000 Shares (i.e. 20% of the total number of issued Shares as at the date of the 2020 AGM). As at the date of this announcement, no Shares have been issued under the General Mandate. Accordingly, the General Mandate is sufficient for the issue of the Consideration Shares and such issue is not subject to the approval of the Shareholders.

The Consideration Shares when allotted and issued will rank pari passu in all respects with each other and with the Shares in issue. The issue price of HK$4.65 per Consideration Share was determined after arm’s length negotiations between the Purchaser and the Vendors with reference to the current market price of the Shares. Such issue price represents:

• (a) a discount of approximately 19.1% to the closing price per Share as quoted on the Stock Exchange on 9 December 2020, being the date of the Equity Transfer Agreement;

• (b) a discount of approximately 20.0% to the average closing price of HK$5.81 per Share as quoted on the Stock Exchange for the five (5) consecutive trading days immediately preceding the date of the Equity Transfer Agreement; and

• (c) a discount of approximately 17.3% to the average closing price of HK$5.62 per Share as quoted on the Stock Exchange for the ten (10) consecutive trading days immediately preceding the date of the Equity Transfer Agreement.

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The Directors consider that the issue price of the Consideration Shares is fair and reasonable and on normal commercial terms.

Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.

Performance targets

Pursuant to the Equity Transfer Agreement, the Vendors warrant and guarantee to the Purchaser that the Target Company shall meet the following performance targets with regards its revenue and net profit for the financial years ending 31 December 2021 and/or 2022:

				Revenue	Net profit
				(RMB’000)	(RMB’000)
Financial year ending	31	December	2021	50,000	5,000
Financial year ending	31	December	2022	60,000	6,000

Whether the Target Company has attained the performance targets will be based on the audited accounts of the Target Company, which shall be prepared and released within 90 days after the end of the relevant financial year. Pursuant to the Equity Transfer Agreement, the Venders shall make cash compensation to the Purchaser, the amount of which depends on the percentage of performance targets that the Target Company attains for the financial years ending 31 December 2021 and 2022, as detailed below:

For the year ending 31 December 2021:

Cao Zhongjun (曹忠軍) Li Jinglan (李靜嵐) Mai Meiqi (麥美琦) Total	Percentage of performance targets that the Target Company attained:(Note)	Percentage of performance targets that the Target Company attained:(Note)
	Not less than 90% Not less than 80% and below 90% Not less than 75% and below 80% RMB RMB RMB 0 339,150 508,726 0 330,425 495,637 0 330,425 495,637 0 1,000,000 1,500,000	Less than 75% RMB 1,695,750 1,652,125 1,652,125
		5,000,000

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For the year ending 31 December 2022:

Percentage of performance targets that the Target Company attained:[(Note)]

Cao Zhongjun (曹忠軍) Li Jinglan (李靜嵐) Mai Meiqi (麥美琦) Total	Not less than 90% Not less than 80% and below 90% Not less than 75% and below 80% RMB RMB RMB 0 339,150 508,726 0 330,425 495,637 0 330,425 495,637 0 1,000,000 1,500,000	Less than 75% RMB 1,695,750 1,652,125 1,652,125 5,000,000

Note: In the case where the revenue and net profit of the Target Company fell within different bands of the performance targets, the lower one will apply.

In the case where either or both of the Target Company’s revenue or net profits fall short of 90% of the performance target(s) for the relevant financial year, the Purchaser will issue a compensation notice to the Vendors. Within 20 business days after receipt of the compensation notice, the Vendors shall make cash compensation at the amounts specified in the table above to the Purchaser.

During the period from the completion of the transfer of the Target Shares until 31 December 2020, if the revenue and net profit of the Target Company for the financial ending 31 December 2020 is less than RMB15 million or RMB1.5 million, respectively, then the Purchaser has the right to adjust the valuation of the Target Company as follows, provided that the adjusted valuation is not less than 90% of the agreed valuation of the Target Company (being RMB31,250,000):

Adjusted valuation of the Target = RMB31,250,000 × Company

Actual revenue of the Target Company for the financial year ending 31 December 2020 RMB45 million (being the estimated revenue of the Target Company for the financial year ending 31 December 2020)

In such case, the Purchaser will issue a compensation notice to the Vendors. Within 20 business days after receipt of the compensation notice, the Vendors shall return the excess Consideration received as a result of the adjusted valuation set out above to the Purchaser in cash.

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Acquisition of the remaining equity interest in the Target Company

The Purchaser further undertakes to acquire the remaining equity interest in the Target Company held by the Vendors by cash at the price set out below:

• (a) if acquired before 31 March 2023, at a valuation equal to 10 times of the net profit of the Target Company after deducting its non-recurring profits and losses in 2022;

• (b) if acquired before 31 March 2024, at a valuation equal to 12 times of the net profit of the Target Company after deducting its non-recurring profits and losses in 2023;

• (c) if acquired before 31 March 2025, at a valuation equal to 14 times of the net profit of the Target Company after deducting its non-recurring profits and losses in 2024; and

• (d) if acquired after 31 March 2025, at a valuation equal to 15 times of the net profit of the Target Company after deducting its non-recurring profits and losses in the preceding financial year.

In any event, the valuation of the Target Company shall not be below RMB31,250,000 (the agreed valuation of the Target Company as at 30 September 2020) or above RMB300,000,000. Such maximum valuation of RMB300,000,000 was determined after arm’s length negotiations between the Vendors and the Purchaser based on the Target Company’s prospects and future earning abilities, taking into consideration the substantial resources that the Group will contribute to the Target Company and the synergy will be brought about by the Acquisition.

Should the Purchaser fail to acquire the remaining equity interest in the Target Company held by the Vendors by 30 June 2025, the Purchaser shall pay damages to the Vendors in the amount equal to 30% of price set out in paragraph (d) above. Should the Vendors refuse to sell their equity interest in the Target Company to the Purchaser pursuant to this undertaking, any gains received by the Vendors which exceed the prescribed price as set out above (such as the gains received by the Vendors if they sell their equity interests in the Target Company to third party) shall be paid to the Purchaser and the Vendors shall indemnify any loss suffered by the Purchaser and the Target Company. The Purchaser may apply for mandatory enforcement of the acquisition after paying the specified acquisition price set out above.

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Lock-up Undertaking

Pursuant to the Equity Transfer Agreement,

• (a) Starting from the date of the Completion to (i) 31 March 2023 (in the case where the Vendors are not required to make compensations based on the performance targets of 2022); or (ii) the date that the Vendors make the compensations to the Purchaser (in the case where the Vendors are required to make compensations based on the performance targets of 2022), each of the Vendors shall not, and shall procure that none of his/her respective nominee(s), any person controlled by him/her, any trust associated with him/her or any person acting on his/her behalf shall, without the prior written consent of the Purchaser, (i) offer, sell, lend, contract to sell, pledge, grant any option over, make any short sale or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), directly or indirectly) any Consideration Shares; or (ii) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of the Consideration Shares, whether any such transaction described in (i) or (ii) above is to be settled by delivery of Consideration Shares or such other securities, in cash or otherwise; and

• (b) Starting from (i) 1 April 2022 (in the case where Vendors are not required to make compensations based on the performance targets of 2021); or (ii) the date that the Vendors make the compensations to the Purchaser (in the case where the Vendors are required to make compensations based on the performance targets of 2021), each of the Vendors will be allowed to transfer, sell or dispose of 50% of the Consideration Shares allotted and issued thereto after meeting the performance targets of 2021.

INFORMATION ON THE PARTIES AND THE TARGET COMPANY

The Company

The Company is a company incorporated in the Cayman Islands with limited liability. It is an investment holding company which together with its subsidiaries is principally engaged in the provision of data solutions, sales of hardware and software and related services as an integrated service, and information technology maintenance and support services.

The Purchaser

The Purchaser is a company established under the laws of the PRC with limited liability on 13 October 2016, which is an indirect wholly-owned subsidiary of the Company. The Purchaser is principally engaged in the provision of data solutions, sales of hardware and software and related services as an integrated service, as well as information technology maintenance and support services.

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The Vendors

The Vendors are individual shareholders of the Target Company, being Cao Zhongjun (曹忠軍), Li Jinglan (李靜嵐) and Mai Meiqi (麥美琦). To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, each of the Vendors is an Independent Third Party.

The Target Company

The Target Company is a company established under the laws of the PRC with limited liability. It focuses on providing enterprise customers with specialised information technology services with Hadoop-based big data platform.

As at the date of this announcement, the Target Company is held by Cao Zhongjun (曹 忠軍), Li Jinglan (李靜嵐) and Mai Meiqi (麥美琦) as to 34%, 33% and 33%, respectively. Following the Completion, the Target Company will be owned by the Purchaser, Cao Zhongjun (曹忠軍), Li Jinglan (李靜嵐) and Mai Meiqi (麥美琦) as to 56%, 15%, 14.5% and 14.5%, respectively. The Target Company will become an indirect non-wholly owned subsidiary of the Company.

Set out below is the unaudited consolidated financial information of the Target Company as extracted from its unaudited management accounts for the financial years ended 31 December 2018 and 2019:

Net asset value Profit before taxation Profit after taxation	As at 31 December 2018 As at 31 December 2019 (RMB’000, unaudited) 1,700 3,484 Year ended 31 December 2018 Year ended 31 December 2019 (RMB’000, unaudited) 1,947 2,396 1,452 1,784

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REASONS FOR AND BENEFITS OF THE ACQUISITION

The Group is principally engaged in the provision of data solutions, sales of hardware and software and related services as an integrated service, and information technology maintenance and support services. The Directors have been proactively seeking appropriate investment opportunities to enhance the long-term growth of the Group and the return to the Shareholders. The Target Company focuses on providing enterprise customers with specialised information technology services with a Hadoop-based big data platform, including preliminary project consultation, technical certification, product platform and business implementation, personnel training, software development, and on-site operation and maintenance. The Target Company is headquartered in Shenzhen, and has branches in Guangzhou, Beijing, Chengdu, and Chongqing. Its major customers include leading domestic banks, small and medium-sized financial institutions, and large enterprises in the electric power and telecommunications sectors.

After nearly a decade of rapid development, Hadoop has surpassed traditional data warehouses and become the mainstream big data platform. According to the estimations made by Allied Market Research in April 2020, the global Hadoop-as-a-service market size was valued at US$5,279 million in 2018, and is projected to reach US$74,097 million by 2026 at a compound annual growth rate of 39.2% from 2019 to 2026. Following the merger with Hortonworks, Inc. in 2019, Cloudera became a leading distributor of the commercialised version of the Hadoop platform in the world.

In China, the Target Company is a leading Hadoop-based platform provider accounting for one third of the market share in 2019, and is the largest business partner and technical service provider of Cloudera in South, North and Southwest China. Taking into account the good reputation in the field of big data platform construction and a steadily growing base of financial institution customers of the Target Company, the Directors believe that the Acquisition could (i) further enhance the technical capabilities of the Group, which already has in-depth knowledge with Teradata and has accumulated technical advantages in the big data platform market, and (ii) expand the Group’s customer coverage and deepen its existing relationship with financial institutions and large corporate customers. Hence, the Acquisition will complement and accelerate the Group’s expansion in big data solution offerings, and generate additional revenue for the Group.

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EFFECTS ON THE SHAREHOLDING STRUCTURE OF THR COMPANY

The following table summarises the shareholding structure of the Company as at the date of this announcement and immediately following the issue of the Consideration Shares:

Shareholders Song Hongtao (“Mr. Song”)(1) Xia Liping (“Ms. Xia”)(2) Thousand Thrive Investments Limited (“Thousand Thrive”)(3) Wu Xiaohua (“Mr. Wu”)(4) The Vendors — Cao Zhongjun (曹忠軍) — Li Jinglan (李靜嵐) — Mai Meiqi (麥美琦) Other Shareholders Total	As at the date of this announcement Shares % 141,080,000 35.27 60,550,000 15.14 34,020,000 8.50 29,590,000 7.40 — — — — — — 134,760,000 33.69 400,000,000 100.00	Immediately following the issue of the Consideration Shares Shares % 141,080,000 35.08 60,550,000 15.06 34,020,000 8.46 29,590,000 7.36 729,647 0.18 710,445 0.18 710,445 0.18 134,760,000 33.50 402,150,537 100.00	Immediately following the issue of the Consideration Shares Shares % 141,080,000 35.08 60,550,000 15.06 34,020,000 8.46 29,590,000 7.36 729,647 0.18 710,445 0.18 710,445 0.18 134,760,000 33.50 402,150,537 100.00
			100.00

Notes:

• (1) Mr. Song holds (i) 5,000,000 Shares directly; and (ii) 136,080,000 Share through Mindas Touch Global Limited, which is wholly-owned by Mr. Song.

• (2) Ms. Xia’s shareholding in the Company is held through Benefit Ocean Holdings Limited, which is wholly-owned by Ms. Xia.

• (3) Thousand Thrive is owned as to 37.04% by Liu Qin, 20.54% by Wang Jing (an executive Director), 15.50% by Wei Huijuan, 12.01% by Chen Liang and 14.91% by Zhu Shuang.

• (4) Mr. Wu’s shareholding in the Company is held through Ideal Treasure Holdings Limited, which is wholly-owned by Mr. Wu.

IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the Acquisition are more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to the announcement requirement under the Listing Rules.

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DEFINITION

In this announcement, unless the context otherwise requires, the following expression shall have the following meanings:

• “2020 AGM” the annual general meeting of the Company held 8 June 2020 “Acquisition” the acquisition of the Target Shares pursuant to the terms and conditions of the Equity Transfer Agreement

• “Board” the board of Directors “Cloudera” Cloudera, Inc., a corporation incorporated in Delaware, United States, the shares of which is listed on the New York Stock Exchange (trading symbol: CLDR) and it is principally engaged in the provision of multi-function data management and analytics software, including flow management, streams management, data engineering, data warehousing, streaming analytics, operational databases and machine learning

• “Company” Suoxinda Holdings Limited (索信達控股有限公司), a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

• “Completion” completion of the Acquisition in accordance with the terms and conditions of the Equity Transfer Agreement

• “connected person(s) has the same meaning ascribed thereto under the Listing Rules

• “Consideration” the consideration of RMB11,900,000 payable by the Purchaser for the Acquisition

• “Consideration 2,150,537 Shares to be allotted and issued by the Company at the Shares” issue price of HK$4.65 (rounded to two decimal places) to the Vendors upon Completion pursuant to the terms of the Equity Transfer Agreement

• “Director(s)” the director(s) of the Company

• “Equity Transfer the equity transfer agreement entered into between the Purchaser Agreement” and the Vendors in relation to the Acquisition

• “General Mandate” the general mandate granted to the Directors at the 2020 AGM to issue, allot and deal with additional Shares not exceeding 20% of the total number of issued Shares as at the date of passing the relevant resolution at the 2020 AGM

• “Group”

the Company and its subsidiaries

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“Hadoop”	an open-source software administered by Apache Software
	Foundation, a non-profit corporation registered in Massachusetts,
	United States, for storing data and running applications on
	clusters of commodity hardware, which provides massive storage
	for any kind of data, enormous processing power and the ability
	to handle virtually limitless concurrent tasks or jobs
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Third	third party(ies) independent of and not connected with (within the
Party(ies)”	meaning of the Listing Rules) the Company, Directors and any of
	its/their connected persons
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“Long Stop Date”	31 March 2021
“PRC”	the People’s Republic of China, which for the purpose of this
	announcement excludes Hong Kong and the Macau Special
	Administrative Region
“Purchaser”	Suoxinda (Beijing) Data Technology Co., Ltd. (索信達（北京）
	數據技術有限公司), a company established under the laws of
	the PRC with limited liability on 13 October 2016, an indirect
	wholly-owned subsidiary of the Company
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	ordinary share(s) of nominal value of HK$0.01 each in the share
	capital of the Company
“Shareholder(s)”	holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Target Company”	Shenzhen Yinxing Intelligent Data Co., Ltd. (深圳銀興智能數據有
	限公司), a company established under the laws of the PRC with
	limited liability on 21 June 2017
“Target Shares”	56% of its total equity interest in the Target Company, representing
	an aggregate registered capital of RMB5,600,000 as at the date of
	this announcement

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“Transitional Period” from 30 September 2020 until the date when transfer of the Target Shares to the Purchaser is registered with the relevant government authorities “United States” the United States of America “US$” United States dollars, the lawful currency of the United States “Vendor(s)” singly or collectively, Cao Zhongjun (曹忠軍), Li Jinglan (李靜嵐 and Mai Meiqi (麥美琦)

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

Hong Kong, 9 December 2020

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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