Ruihe Data Technology Holdings Limited — Proxy Solicitation & Information Statement 2022

Apr 27, 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Suoxinda Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

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.

Suoxinda Holdings Limited 索信 達 控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3680)

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND

TO ISSUE NEW SHARES OF THE COMPANY AND

PROPOSED RE-ELECTION OF THE DIRECTORS OF THE COMPANY AND

NOTICE OF THE ANNUAL GENERAL MEETING OF THE COMPANY

A notice convening an annual general meeting of Suoxinda Holdings Limited to be held at 1801, Microprofit Building, Hi-Tech Industrial Park, Nanshan District, Shenzhen, the People’s Republic of China on Thursday, 23 June 2022 at 3 p.m. is set out on pages 22 to 26 of this circular. A form of proxy for use at the 2022 annual general meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.datamargin.com).

Whether or not you are able to attend the 2022 annual general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s Branch Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the 2022 annual general meeting (i.e. not later than 3 p.m. on Tuesday, 21 June 2022) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if they so wish.

References to time and dates in this circular are to Hong Kong time and dates.

28 April 2022

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2. Proposed Granting of the Buyback and Issuance Mandates . . . . . . . . . . . . . . .	4
3. Proposed Re-election of the Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4. 2022 AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6. General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I — Explanatory Statement on the Buyback Mandate . . . . . . . . . . . . . . . . . .	7
Appendix II — Details of the Directors Proposed to be
Re-elected at the 2022 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of the 2022 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

‘‘2022 AGM’’ an annual general meeting of the Company to be held at 1801, Microprofit Building, Hi-Tech Industrial Park, Nanshan District, Shenzhen, the People’s Republic of China on Thursday, 23 June 2022 at 3 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 22 to 26 of this circular, or any adjournment thereof;

• ‘‘Articles of the articles of association of the Company currently in force; Association’’

• ‘‘Board’’ the board of Directors;

• ‘‘Buyback Mandate’’ as defined in paragraph 2(a) of the Letter from the Board;

• ‘‘close associate(s)’’ has the meaning ascribed to it under the Listing Rules;

• ‘‘Company’’ Suoxinda Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange;

• ‘‘controlling has the meaning ascribed to it under the Listing Rules; Shareholder(s)’’

• ‘‘core connected has the meaning ascribed to it under the Listing Rules; person(s)’’

• ‘‘Director(s)’’ the director(s) of the Company;

• ‘‘Group’’ the Company and its subsidiaries from time to time;

• ‘‘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;

• ‘‘Issuance Mandate’’ as defined in paragraph 2(b) of the Letter from the Board;

• ‘‘Latest Practicable 21 April 2022, being the latest practicable date prior to the Date’’ printing of this circular for ascertaining certain information in this circular;

‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange;

– 1 –

DEFINITIONS

• ‘‘Nomination the nomination committee of the Company; Committee’’

• ‘‘PRC’’ the People’s Republic of China;

• ‘‘Remuneration the remuneration committee of the Company; Committee’’

• ‘‘RMB’’

Renminbi, the lawful currency of the PRC;

• ‘‘SFO’’ the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong;

• ‘‘Share(s)’’ ordinary share(s) of HK$0.01 each in the share capital of the Company or if there has been a subsequent subdivision, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company;

• ‘‘Shareholder(s)’’ holder(s) of Share(s);

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited;

• ‘‘substantial has the meaning ascribed to it under the Listing Rules; Shareholders’’

• ‘‘Takeovers Code’’

• the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong;

• ‘‘%’’

• per cent.

• The English translations of the PRC entities, enterprises and organisation in this circular are marked with * and are for identification purposes only.

– 2 –

LETTER FROM THE BOARD

Suoxinda Holdings Limited 索信 達 控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3680)

Executive Directors:

Mr. Chen Zhenping Dr. Wu Fu-Shea (Chief Executive Officer) Mr. Wu Xiaohua

Non-executive Directors:

Mr. Song Hongtao (Chairman of the Board) Dr. Mo Keqi Mr. Jiang Senlin

Independent Non-executive Directors: Mr. Tu Xinchun Ms. Fan Wenxian Dr. Chen Wei

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal Place of Business in the PRC: Room 4101, 41st Floor, Building 2 Euro-American Financial City Cangqian Street, Yuhang District Hangzhou City, Zhejiang Province the PRC

Principal Place of Business in Hong Kong: Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong

28 April 2022

To the Shareholders

Dear Sir/Madam,

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND

PROPOSED RE-ELECTION OF THE DIRECTORS OF THE COMPANY AND

NOTICE OF THE ANNUAL GENERAL MEETING OF THE COMPANY

– 3 –

LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the 2022 AGM for (i) the granting of the Buyback Mandate to the Directors; (ii) the granting of the Issuance Mandate to the Directors; (iii) the extension of the Issuance Mandate by adding to it the number of issued Shares repurchased by the Company under the Buyback Mandate; and (iv) the re-election of the retiring Directors.

2. PROPOSED GRANTING OF THE BUYBACK AND ISSUANCE MANDATES

At the annual general meeting of the Company held on 25 October 2021, general mandates were granted to the Directors to exercise the powers of the Company to repurchase Shares and to issue new Shares.

Ordinary resolutions will be proposed at the 2022 AGM to approve the granting of new general mandates to the Directors:

• (a) to purchase Shares, on the Stock Exchange or on another stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, not exceeding 10% of the total number of issued Shares as at the date of passing such resolution (i.e. not exceeding 40,768,685 Shares on the basis that the existing issued share capital of the Company of 407,686,859 Shares remains unchanged as at the date of the 2022 AGM) (the ‘‘Buyback Mandate’’);

• (b) to allot, issue or deal with Shares not exceeding 20% of the total number of issued Shares as at the date of passing such resolution (i.e. not exceeding 81,537,371 Shares on the basis that the existing issued share capital of the Company of 407,686,859 Shares remains unchanged as at the date of the 2022 AGM) (the ‘‘Issuance Mandate’’); and

• (c) to extend the Issuance Mandate by an amount representing the number of Shares repurchased by the Company pursuant to and in accordance with the Buyback Mandate.

The Buyback Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the 2022 AGM or any earlier date as referred to in the proposed ordinary resolutions contained in items 11 and 12 of the notice of the 2022 AGM as set out on pages 22 to 26 of this circular.

In accordance with the requirements of the Listing Rules, the Company shall send to Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Buyback Mandate. The explanatory statement as required by the Listing Rules in connection with the Buyback Mandate is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

3. PROPOSED RE-ELECTION OF DIRECTORS

Pursuant to Article 83(3) of the Articles of Association, Mr. Chen Zhenping, Dr. Mo Keqi and Ms. Fan Wenxian (who were appointed as the Directors with effect from 1 March 2022) and Mr. Jiang Senlin and Dr. Chen Wei (who were appointed as the Directors with effect from 28 March 2022) shall hold office until the 2022 AGM and subject to re-election at the 2022 AGM. Pursuant to Article 84 of the Articles of Association, Mr. Wu Xiaohua and Mr. Tu Xinchun shall retire by rotation at the 2022 AGM. All of the above retiring Directors, being eligible, will offer themselves for re-election at the 2022 AGM.

Mr. Tu Xinchun, Ms. Fan Wenxian and Dr. Chen Wei, the retiring independent nonexecutive Directors, have confirmed their independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company’s Board Diversity Policy and Director Nomination Policy, the Company’s corporate strategies, and the independence of all independent non-executive Directors. The Nomination Committee has recommended to the Board on the re-election of all the retiring Directors including the aforesaid independent non-executive Directors who are due to retire at the 2022 AGM. The Board considers that the retiring independent non-executive Directors (i) are independent according to the independence guidelines set out in Rule 3.13 of the Listing Rules; (ii) can devote sufficient time and attention to the Board and the Company’s affairs, given good attendance record to meetings; and/or (iii) will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Board is of the view that Mr. Tu’s extensive experience in audit field, Ms. Fan’s academic background and management experience and Dr. Chen’s extensive experience in the financial industry will contribute to the diversity of the Board.

Details of the Directors to be re-elected at the 2022 AGM are set out in Appendix II to this circular.

4. 2022 AGM AND PROXY ARRANGEMENT

The notice of the 2022 AGM is set out on pages 22 to 26 of this circular. At the 2022 AGM, resolutions will be proposed to approve, inter alia, the granting of the Buyback Mandate and the Issuance Mandate, the extension of the Issuance Mandate by the addition thereto of the number of Shares repurchased pursuant to the Buyback Mandate, and the reelection of the Directors.

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the 2022 AGM. An announcement on the poll vote results will be made by the Company after the 2022 AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

– 5 –

LETTER FROM THE BOARD

A form of proxy for use at the 2022 AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.datamargin.com). Whether or not you are able to attend the 2022 AGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, to the Company’s Branch Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the 2022 AGM (i.e. not later than 3 p.m. on Tuesday, 21 June 2022) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the 2022 AGM if you so wish and in such event, your proxy form shall be deemed to be revoked.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the 2022 AGM.

5. RECOMMENDATION

The Directors consider that the granting of the Buyback Mandate, the granting/ extension of the Issuance Mandate and the re-election of the Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant ordinary resolutions to be proposed at the 2022 AGM.

6. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular: Appendix I — Explanatory Statement on the Buyback Mandate; and Appendix II — Details of the Directors Proposed to be Re-elected at the 2022 AGM.

7. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text in case of discrepancy.

Yours faithfully, By order of the Board Suoxinda Holdings Limited Song Hongtao Chairman of the Board

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APPENDIX I

EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

The following is an explanatory statement required by the Listing Rules to be sent to Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the 2022 AGM in relation to the granting of the Buyback Mandate.

1. REASONS FOR REPURCHASE OF SHARES

The Directors believe that the granting of the Buyback Mandate is in the interests of the Company and the Shareholders as a whole.

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Buyback Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 407,686,859 Shares.

Subject to the passing of the ordinary resolution set out in item 11 of the notice of the 2022 AGM in respect of the granting of the Buyback Mandate and on the basis that the issued share capital of the Company remains unchanged as at the date of the 2022 AGM, i.e. being 407,686,859 Shares, the Directors would be authorized under the Buyback Mandate to repurchase, during the period in which the Buyback Mandate remains in force, 40,768,685 Shares, representing 10% of the total number of Shares in issue as at the date of the 2022 AGM.

3. FUNDING OF REPURCHASES

Repurchases of Shares will be funded from the Company’s internal resources, which shall be funds legally available for such purposes in accordance with the Company’s Memorandum and Articles of Association, the Listing Rules, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2021) in the event that the Buyback Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Buyback Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time befitting the Company.

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APPENDIX I

EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Buyback Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Mr. Song Hongtao was deemed to be interested in 84,003,840 Shares, representing approximately 20.60% of the total issued share capital of the Company. 5,000,000 and 79,003,840 of these Shares were respectively held by Mr. Song himself and Mindas Touch Global Limited (‘‘Mindas Touch’’), which was wholly owned by Mr. Song.

On the basis that (i) the total issued share capital of the Company (being 407,686,859 Shares) remains unchanged as at the date of the 2022 AGM; and (ii) the total shareholding of Mr. Song and Mindas Touch in the Company (being 84,003,840 issued Shares) remains unchanged immediately after the full exercise of the Buyback Mandate, in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the 2022 AGM, the total shareholding interest of Mr. Song and Mindas Touch in the issued Shares would be increased to approximately 22.89% of the total issued share capital of the Company.

The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any repurchases to be made under the Buyback Mandate. However, the Listing Rules prohibit a company from making repurchase of Shares on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the number of the Company’s issued shares would be in public hands. The Directors therefore would not propose to repurchase Shares if it would result in less than the prescribed minimum percentage of Shares in public hands.

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates have any present intention to sell any Shares to the Company in the event that the granting of the Buyback Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Buyback Mandate is approved by the Shareholders.

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APPENDIX I

EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Buyback Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

7. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Shares have been traded on the Stock Exchange during each of the previous twelve months were as follows:

Month	Highest	Lowest
	HK$	HK$
2021
April	N/A	N/A
May	N/A	N/A
June	N/A	N/A
July	N/A	N/A
August	N/A	N/A
September	N/A	N/A
October	N/A	N/A
November	N/A	N/A
December	7.000	5.000
2022
January	9.400	5.850
February	7.690	6.000
March	6.800	4.710
April (up to the Latest Practicable Date)	6.100	5.040

Note: Trading of Shares on the Stock Exchange has been suspended since 9: 00 a.m. on 1 April 2021 and resumed at 9: 00 a.m. on 1 December 2021

8. REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the previous six months (whether on the Stock Exchange or otherwise).

– 9 –

APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2022 AGM

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the 2022 AGM according to the Articles of Association, are provided below.

(1) MR. CHEN ZHENPING

Position and experience

Mr. Chen Zhenping (‘‘Mr. Chen’’), aged 45, was appointed as an executive Director on 1 March 2022 and he has been appointed as a member of Nomination Committee with effect from 28 March 2022. He received his bachelor’s degree in engineering from Shandong Building Materials Technical Institute (山東建築材料工業學院) (the predecessor of the University of Jinan (濟南大學)) in the PRC in July 2000. Mr. Chen has been engaging in new energy and technology investment for a long time while got depth understanding of the relevant fields as well. He has accumulated extensive investment experience in his field. Prior to joining the Group, he served as the vice president of the Southern China district of the metal and new material business unit of Amer International Group Limited (正威國際集團有限公司) from May 2008 to October 2019, where he participated in formulating the company’s development plan, operating strategy and organizing the implementation to promote the achievement of company goals.

Save as disclosed above, Mr. Chen has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the existing service agreement entered into between Mr. Chen and the Company, his current term of office is 3 years from 1 March 2022, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors aware, Mr. Chen does not have any relationships with other Directors, senior management, substantial Shareholders, or controlling Shareholders of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Chen was interested in 63,676,160 Shares, representing approximately 15.62% of the issued share capital of the Company.

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2022 AGM

Save as disclosed above, Mr. Chen was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the existing service contract entered into between Mr. Chen and the Company, he is entitled to receive an after-tax salary of HK$120,000 per annum. Mr. Chen may also be entitled to a discretionary year-end bonus as the Board may in its sole and absolute discretion determine. The above emolument of Mr. Chen is recommended by the Remuneration Committee and approved by the Board with reference to Mr. Chen’s experience, level of responsibilities undertaken, prevailing market conditions and the Company’s remuneration policy.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Chen to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Chen that need to be brought to the attention of the Shareholders.

(2) MR. WU XIAOHUA

Position and experience

Mr. Wu Xiaohua (‘‘Mr. Wu’’), aged 48, is executive Director. He is responsible for the overall management and formulation of business strategy of the Group. He joined the Group in May 2006 as the general manager and was appointed as a director, the chief financial officer and the deputy general manager of the Group in December 2015. He has also been the Company’s chief executive officer from 6 December 2018 to 26 March 2020. He obtained a bachelor’s degree in production automation from Shenzhen University (深圳大學) in June 1995.

Mr. Wu has over 13 years of experience in business management. Prior to joining the Group, he served as a technical engineer of Shenzhen Hongbo Communication Investment Development Company (深圳市鴻波通信投資開發公司) (now known as Guangdong Hongbo Communication Investment Holding Co., Ltd. (廣東鴻波通信投 資控股有限公司)) from July 1995 to February 1998; and later served as the head of sales in its trade department from February 1998 to January 2000. From January 2000 to May 2006, he worked at Shenzhen Post and Material Company Limited* (深圳市郵 電物資有限公司) with his last position serving as a sales manager.

– 11 –

APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2022 AGM

Mr. Wu was the sole proprietor of the following individual industrial and commercial households (個體工商戶) in the PRC. Mr. Wu has confirmed that all such businesses were voluntarily deregistered pursuant to Article 12 of Regulation on Individual Industrial on Commercial Households (個體工商戶條例) due to cessation of business.

Name of individual industrial Date of and commercial household Nature of business deregistration Shenzhen Longgang District SEG Sales of computers and 23 May 2008 Suoxinda Computer Business electronic accessories Department* (深圳市龍崗區賽格 索信達電腦經營部)

Shenzhen Futian District SEG Sales of computers and 8 December 2008 Electronic Market Suoxinda electronic accessories Business Department* (深圳市福 田區賽格電子市場索信達經營部)

Mr. Wu confirms that there is no fraudulent act or misfeasance on his part leading to the deregistration of such individual industrial and commercial households and he is not aware of any actual or potential administrative penalties, debts or liabilities which has been or will be made against him as a result of the deregistration of such individual industrial and commercial households. Mr. Wu also confirms that such individual industrial and commercial households still had the ability to repay all debts at the time of the deregistration of such individual industrial and commercial households and that the deregistration of such individual industrial and commercial households does not have any material adverse effect on the Group.

Mr. Wu is a supervisor of Shenzhen Leiling Trading Co., Ltd (深圳蕾聆貿易有限 公司), which was established in the PRC. This company is wholly-owned by Ms. Chi Xianfang, the spouse of Mr. Wu, and is principally engaged in the sales of cosmetic products. As confirmed by PRC Legal Advisers of the Company in regards to the PRC Company Law, as a supervisor, the main roles of Mr. Wu are to supervise the smooth and lawful operation of this company and to safeguard the benefits of this company from its director and manager. As confirmed by Mr. Wu, (i) the business of Shenzhen Leiling Trading Co., Ltd (深圳蕾聆貿易有限公司) does not compete or is likely to compete with our business; (ii) the time committed to acting as the supervisor of the company does not and will not likely materially affect his responsibility to the Company or on its business; and (iii) the company was solvent and inactive and is planning to apply for its deregistration, as at the Latest Practicable Date.

Save as disclosed above, Mr. Wu has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

– 12 –

APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2022 AGM

Length of service

Pursuant to the existing service contract entered into between Mr. Wu and the Company, his current term of office is 3 years from 13 December 2019, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

Mr. Wu is the sole beneficial owner of Ideal Treasure Holdings Limited.

Save as disclosed above and in the immediately following section ‘‘Interests in Shares’’, Mr. Wu does not have any relationships with other Directors, senior management, substantial Shareholders, or controlling Shareholders of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Wu was deemed to be interested in 29,590,000 Shares, representing approximately 7.40% of the issued share capital of the Company. These Shares were held by Ideal Treasure Holdings Limited, which was wholly owned by Mr. Wu.

Save as disclosed above, Mr. Wu was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the existing service contract entered into between Mr. Wu and the Company, he is entitled to receive an after-tax salary of HK$180,000 per annum. Mr. Wu may also be entitled to a discretionary year-end bonus as the Board may in its sole and absolute discretion determine. The above emolument of Mr. Wu is recommended by the Company’s Remuneration Committee and approved by the Board with reference to Mr. Wu’s experience, level of responsibilities undertaken, prevailing market conditions and the Company’s remuneration policy.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Wu to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Wu that need to be brought to the attention of the Shareholders.

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2022 AGM

(3) DR. MO KEQI

Position and experience

Dr. Mo Keqi (‘‘Dr. Mo’’), aged 50, was appointed as an executive Director on 1 March 2022 and has been re-designated as a non-executive Director from 28 March 2022. He received his executive master’s degree of business administration from Tsinghua University (清華大學) in the PRC and his doctorate degree in management from The Hong Kong Polytechnic University in January 2011 and October 2014, respectively. He was certified as a senior international finance manager by International Financial Management Association in June 2010. Dr. Mo got qualified of the independent director from the Shanghai Stock Exchange in April 2013.

Dr. Mo has more than 10 years experience in business management, risk management and corporate compliance. Prior to joining the Group, he served in various positions at the group companies of China Southern Airlines Company Limited (中國南方航空集團公司) from July 1993 to October 2015. He was the deputy general manager of China Southern Airlines Group Finance Co., Ltd. (中國南航集團財 務有限公司) from August 2006 to May 2011 and later the chairman of the labour union committee from September 2008 to March 2014. He was then appointed as the head of legal division of China Southern Airlines Company Limited (中國南方航空集團公司) from April 2014 to October 2015. Dr. Mo has been the director in charge of the development strategies and overseas business of Fully Rise Technology Development Limited (富昇科技發展有限公司) since November 2016.

Save as disclosed above, Dr. Mo has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the existing service agreement entered into between Dr. Mo and the Company, his current term of office is 3 years from 28 March 2022, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors aware, Dr. Mo does not have any relationships with other Directors, senior management, substantial Shareholders, or controlling Shareholders of the Company.

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2022 AGM

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Dr. Mo was interested in 838,000 Shares, representing approximately 0.21% of the issued share capital of the Company.

Save as disclosed above, Dr. Mo was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the existing service contract entered into between Dr. Mo and the Company, he is entitled to receive an after-tax salary of HK$120,000 per annum. Dr. Mo may also be entitled to a discretionary year-end bonus as the Board may in its sole and absolute discretion determine. The above emolument of Dr. Mo is recommended by the Remuneration Committee and approved by the Board with reference to Dr. Mo’s experience, level of responsibilities undertaken, prevailing market conditions and the Company’s remuneration policy.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Dr. Mo to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Dr. Mo that need to be brought to the attention of the Shareholders.

(4) MR. JIANG SENLIN

Position and experience

Mr. Jiang Senlin (‘‘Mr. Jiang’’), aged 50, was appointed as a non-executive director and a member of the Remuneration Committee on 28 March 2022. He qualified as an accountant in the PRC in May 1998 and as an intermediate financial officer conferred by the Ministry of Personnel of the People’s Republic of China in November 1997. Mr. Jiang completed his research program in art and culture (文藝 學) at Sichuan University in July 2000 and obtained his bachelor’s degree in economics majoring in accountancy at Central Institute of Finance (中央財政金融學院) (now known as Central University of Finance and Economics (中央財經大學)) in June 1993.

Mr. Jiang has served as the Vice-President and Chief Financial Officer in Wonderland International Financial Holdings Limited (華德國際金融控股有限公司) since January 2018, an independent non-executive director of China Ruifeng Renewable Energy Holdings Limited (stock code: 527) since 31 January 2019 and an executive director of Enviro Energy International Holdings Limited (stock code: 1102) since 28 June 2019. Mr. Jiang worked in BeijingRenge Technology Corp. Ltd (北京仁

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2022 AGM

歌科技股份有限公司) (NEEQ Code: 837824, voluntarily delisted in December 2018) as the vice general manager and chief financial officer from September 2015 to December 2017. He also worked as the chief financial officer (Asia) in Morningstar, Inc. (NASDAQ: MORN) from August 2009 to September 2015.

Save as disclosed above, Mr. Jiang has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the existing service agreement entered into between Mr. Jiang and the Company, his initial term of office is 3 years from 28 March 2022, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors aware, Mr. Jiang does not have any relationships with other Directors, senior management, substantial Shareholders, or controlling Shareholders of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Jiang was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the existing service agreement entered into between Mr. Jiang and the Company, he is entitled to receive an after-tax salary of HK$120,000 per annum. Mr. Jiang may also be entitled to a discretionary year-end bonus as the Board may in its sole and absolute discretion determine. The above emolument of Mr. Jiang is recommended by the Remuneration Committee and approved by the Board with reference to Mr. Jiang’s experience, level of responsibilities undertaken, prevailing market conditions and the Company’s remuneration policy.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Jiang to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Jiang that need to be brought to the attention of the Shareholders.

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2022 AGM

(5) MR. TU XINCHUN

Position and experience

Mr. Tu Xinchun (‘‘Mr. Tu’’), aged 44, was appointed as an independent non-executive Director on 15 November 2019. He is responsible for overseeing the management of the Group independently. He is also the chairman of the Audit Committee and a member of the Remuneration Committee of our Company.

Mr. Tu graduated with a bachelor’s degree in Management from the School of Economics and Management of Lanzhou University (蘭州大學) in the PRC in July 2001. He is also a member of the Chinese Institute of Certified Public Accountants since July 2003.

Prior to joining the Group, Mr. Tu worked at Pan-China Certified Public Accountants LLP (天健會計師事務所) from July 2001 to December 2005 with his last position serving as a manager. Mr. Tu also worked at Grant Thornton International Ltd (致同會計師事務所) from January 2006 to June 2010, with his last position serving as a partner in the Shanghai branch office. Since June 2010, he has been a partner of Ruihua Certified Public Accountants (瑞華會計師事務所).

Save as disclosed above, Mr. Tu has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the letter of appointment issued by the Company to Mr. Tu, his initial term of office is 1 year from 15 November 2019 and renewable automatically for a successive term of 1 year, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors aware, Mr. Tu does not have any relationships with other Directors, senior management, substantial Shareholders, or controlling Shareholders of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Tu was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2022 AGM

Director’s emoluments

Pursuant to the letter of appointment issued by the Company to Mr. Tu, he is entitled to receive a Director’s monthly service fee before tax of HK$10,000. The above emolument of Mr. Tu is recommended by the Company’s Remuneration Committee and approved by the Board with reference to Mr. Tu’s qualification, experience, level of responsibilities undertaken and prevailing market conditions.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Tu to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Tu that need to be brought to the attention of the Shareholders.

(6) MS. FAN WENXIAN

Position and experience

Ms. Fan Wenxian (‘‘Ms. Fan’’), aged 46, was appointed as an independent nonexecutive Director on 1 March 2022 and the Chairman of the Nomination Committee on 28 March 2022. She graduated with a bachelor’s degree in Economics from Shenzhen University (深圳大學) and a master’s degree in Engineering from Wuhan University of Technology (武漢理工大學) in the PRC in June 1998 and December 2004, respectively. Ms. Fan obtained a mid-level qualification certificate of speciality and technology (中級專業技術資格證書) in economics — highway transportation (經濟 — 公路運輸) conferred by Ministry of Personnel of the People’s Republic of China (中華 人民共和國人事部) and the first level corporate human resources professional (一級企 業人力資源管理師) qualification issued by Ministry of Human Resources and Social Security Occupational Skill Testing Authority (人力資源和社會保障部職業技能鑒定中 心) in the PRC in November 2005 and in March 2011, respectively. She obtained independent director qualification from the Shenzhen Stock Exchange in February 2021. Since 2006, Ms. Fan has over 16 years of management experience in building corporate structure and corporate governance, strategic planning, finance, human resources and quality system development, and risk control. Prior to joining the Group, Ms. Fan worked at several technology companies as the administrative director, human resources director, deputy general manager and general manager from July 2007 to December 2015. Ms. Fan is the founder of Shenzhen Yilutong Technology Ltd. (深圳市壹路通科技有限公司), Universe Travel Culture & Technology (Shenzhen) Ltd. (天下行文化科技（深圳）有限公司), Pony Limousine Service Limited (小馬跨境轎 車服務有限公司) and Pony Group Inc.. She has been served as the chairman of Shenzhen Yilutong Technology Ltd. since December 2015, the chairman of Universe Travel Culture & Technology (Shenzhen) Ltd. since February 2019, the sole director and the chief executive officer of Pony Limousine Service Limited since April 2016 and the chairman of Pony Group Inc., since January 2019, respectively. Since January 2021, she has been an off-campus tutor of the master of international business at the

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2022 AGM

College of Economics of Shenzhen University (深圳大學經濟學院) and since December 2021, she has been the co-adviser of the research direction of big data and economic and social applications at the center for postdoctoral studies in theoretical economics of Shenzhen University (深圳大學理論經濟學博士後流動站).

Save as disclosed above, Ms. Fan has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the letter of appointment issued by the Company to Ms. Fan, her initial term of office is 1 year from 1 March 2022 and renewable automatically for a successive term of 1 year, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. She is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors aware, Ms. Fan does not have any relationships with other Directors, senior management, substantial Shareholders, or controlling Shareholders of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Ms. Fan was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the letter of appointment issued by the Company to Ms. Fan, she is entitled to receive an after-tax salary of HK$120,000 per annum. Ms. Fan may also be entitled to a discretionary year-end bonus as the Board may in its sole and absolute discretion determine. The above emolument of Ms. Fan is recommended by the Remuneration Committee and approved by the Board with reference to Ms. Fan’s experience, level of responsibilities undertaken, prevailing market conditions and the Company’s remuneration policy.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Ms. Fan to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Ms. Fan that need to be brought to the attention of the Shareholders.

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2022 AGM

(7) DR. CHEN WEI

Position and experience

Dr. Chen Wei (‘‘Dr. Chen’’), aged 40, was appointed as an independent nonexecutive Director, the Chairman of the Remuneration Committee and a member of each of the Audit Committee and Nomination Committee on 28 March 2022. She holds a bachelor’s degree in economics from Beijing University of Aeronautics and Astronautics (北京航空航天大學), a master of science degree in money, banking and finance from University of Birmingham and a PhD in economics from University of Birmingham. Dr. Chen obtained the Chartered Financial Analyst qualification from the Chartered Financial Analyst Institute in September 2013. She has been a part-time professor of Hebei Finance University (河北金融學院) since January 2020 and a doctoral advisor of the Business School of Guangxi University (廣西大學商學院) since November 2020.

Dr. Chen has extensive experience in the finance industry. Prior to joining the Group, from 2007 to 2021, she had served as an account manager assistant at the commercial banking division of HSBC plc, a postdoctoral researcher at Guosen Securities Co., Ltd. (國信證券股份有限公司), a senior manager at the investment banking division, and later a director of business development division of Guosen Securities (HK) Financial Holdings Company Limited (國信證券（香港）金融控股有限 公司), an assistant vice president at the China market division of BNP Paribas Wealth Management, Hong Kong Branch, and an executive general manager of the financial institution division of Dongxing Securities (Hong Kong) Financial Holdings Limited (東興證券（香港）金融 控股有限公司). Since October 2021, Dr. Chen has served as the chief investment officer of Coast International Asset Management Limited (沿海國際 資產管理有限公司).

She was previously an executive director of Heritage International Holdings Limited (漢基控股有限公司) (now known as China Shandong Hi-Speed Financial Group Limited (中國山東高速金融集團有限公司)) (stock code: 412) from October 2013 to October 2014 and an executive director of China Jinhai International Group Limited (中國金海國際集團有限公司) (now known as Central Wealth Group Holdings Limited (中達集團控股有限公司)) (stock code: 139) from December 2014 to August 2015.

Save as disclosed above, Dr. Chen has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2022 AGM

Length of service

Pursuant to the letter of appointment issued by the Company to Dr. Chen, her initial term of office is 1 year from 28 March 2022 and renewable automatically for a successive term of 1 year, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. She is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors aware, Dr. Chen does not have any relationships with other Directors, senior management, substantial Shareholders, or controlling Shareholders of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Dr. Chen was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the letter of appointment issued by the Company to Dr. Chen, she is entitled to receive an after-tax salary of HK$120,000 per annum. Dr. Chen may also be entitled to a discretionary year-end bonus as the Board may in its sole and absolute discretion determine. The above emolument of Dr. Chen is recommended by the Remuneration Committee and approved by the Board with reference to Dr. Chen’s experience, level of responsibilities undertaken, prevailing market conditions and the Company’s remuneration policy.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Dr. Chen to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Dr. Chen that need to be brought to the attention of the Shareholders.

– 21 –

NOTICE OF THE 2022 AGM

Suoxinda Holdings Limited 索信 達 控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3680)

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Suoxinda Holdings Limited (the ‘‘Company’’) will be held at 1801, Microprofit Building, Hi-Tech Industrial Park, Nanshan District, Shenzhen, the People’s Republic of China on Thursday, 23 June 2022 at 3 p.m. for the following purposes:

1. To consider, adopt and receive the audited consolidated financial statements of the Company and the reports of the directors and auditor of the Company for the year ended 31 December 2021;

2. To re-elect Mr. Chen Zhenping as an executive director of the Company;

3. To re-elect Mr. Wu Xiaohua as an executive director of the Company;

4. To re-elect Dr. Mo Keqi as a non-executive director of the Company;

5. To re-elect Mr. Jiang Senlin as a non-executive director of the Company;

6. To re-elect Mr. Tu Xinchun as an independent non-executive director of the Company;

7. To re-elect Ms. Fan Wenxian as an independent non-executive director of the Company;

8. To re-elect Dr. Chen Wei as an independent non-executive director of the Company;

9. To authorize the board of directors of the Company to fix the respective directors’ remuneration;

10. To re-appoint ZHONGHUI ANDA CPA Limited as auditor of the Company and to authorize the board of directors of the Company to fix the auditor’s remuneration;

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NOTICE OF THE 2022 AGM

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares on The Stock Exchange of Hong Kong Limited or on another stock exchange recognized by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;

• (b) the total number of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing this resolution and the said approval shall be limited accordingly; and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

• (c) for the purpose of this resolution, ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings; and

  • (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held.’’;

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

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NOTICE OF THE 2022 AGM

• (b) the approval in paragraph (a) above shall authorize the directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the total number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as defined below);

• (ii) the exercise of the outstanding conversion rights attaching to any convertible bonds or securities issued by the Company, which are convertible into shares of the Company;

• (iii) the exercise of options under a share option scheme of the Company; and

• (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company,

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing this resolution and the said approval shall be limited accordingly; and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings; and

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; and

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NOTICE OF THE 2022 AGM

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).’’; and

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT conditional upon the passing of the resolutions set out in items 11 and 12 of the notice convening this meeting (the ‘‘Notice’’), the general mandate referred to in the resolution set out in item 12 of the Notice be and is hereby extended by the addition to the total number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of an amount representing the total number of shares purchased by the Company pursuant to the general mandate referred to in the resolution set out in item 11 of the Notice, provided that such amount shall not exceed 10% of the total number of the issued shares of the Company as at the date of passing this resolution.’’.

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

Hong Kong, 28 April 2022

Notes:

• a. Any member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/ it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• b. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company’s Branch Share Registrar (i.e. Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong) as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting (i.e. not later than 3 p.m. on Tuesday, 21 June 2022) or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.

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NOTICE OF THE 2022 AGM

• c. To ascertain shareholders’ eligibility to attend and vote at this meeting, the register of members of the Company will be closed from Monday, 20 June 2022, to Thursday, 23 June 2022 (both days inclusive) during which period no share transfer will be effected. In order to qualify for attending and voting at the Annual General Meeting, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Branch Share Registrar, Tricor Investor Services Limited (at its address shown in Note b above), for registration no later than 4: 30 p.m. on Friday, 17 June 2022).

• d. References to time and dates in this Notice are to Hong Kong time and dates.

– 26 –