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 your 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 and the accompanying proxy form 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.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of Suoxinda Holdings Limited.

Suoxinda Holdings Limited 索信達控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3680)

CONNECTED TRANSACTIONS INVOLVING PROPOSED ISSUE OF NEW SHARES

TO CONNECTED PERSONS UNDER THE SHARE AWARD SCHEME PURSUANT TO SPECIFIC MANDATE

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

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Capitalised terms used in this cover page shall bear the same meanings as those defined in the section headed ‘‘Definitions’’ in this circular unless the context requires otherwise.

A notice convening the EGM to be held at 1801, Microprofit Building, Hi-Tech Industrial Park, Nanshan District, Shenzhen, the People’s Republic of China on Wednesday, 16 February 2022 at 3 p.m. is set out on pages 46 to 47 of this circular. A proxy form for use at the EGM is enclosed with this circular. Such proxy form 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 EGM, you are advised to read the notice and to complete and sign the enclosed proxy form in accordance with the instructions printed thereon and return it to the Company’s Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM (i.e. not later than 3 p.m. on Monday, 14 February 2022) or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish. If you attend and vote at the EGM, the proxy form will be revoked.

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

21 January 2022

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from	the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Letter from	the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Appendix	— General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40
Notice of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		46

– i –

DEFINITIONS

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

‘‘2021 General the general mandate granted by the Shareholders to the Directors Mandate’’ to allot, issue and otherwise deal with new Shares at the annual general meeting of the Company held on 25 October 2021
‘‘Announcement’’ the announcement of the Company dated 28 December 2021 in relation to, among others, the grant of 436,000 Connected Restricted Shares to the Connected Grantees and the appointment of the Independent Financial Adviser
‘‘Board’’ the board of Directors of the Company
‘‘Company’’ Suoxinda Holdings Limited (索信达控股有限公司), a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange
‘‘Connected Grantee(s)’’ the Share Award Grantees who are the connected person(s) of the Company
‘‘connected person(s)’’ has the meaning ascribed thereto in the Listing Rules
‘‘Connected Restricted 436,000 Restricted Shares to be granted by the Company to the Shares’’ Connected Grantees
‘‘Date of Grant’’ 28 December 2021
‘‘Director(s)’’ director(s) of the Company
‘‘EGM’’
the extraordinary general meeting of the Company to be convened and held at 1801, Microprofit Building, Hi-Tech Industrial Park, Nanshan District, Shenzhen, the People’s Republic of China on Wednesday, 16 February 2022 at 3 p.m. for Independent Shareholders to consider and, if thought fit, approve, among other things, resolutions in relation to the proposed allotment and issue of Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder which are contained in the notice of the meeting which is set out on pages 46 to 47 of this circular, or any adjournment thereof
‘‘Employees’’ any (full-time or part-time) employee of the Company or its subsidiary (including without limitation any executive and nonexecutive director of the Company or any of its subsidiary)
‘‘Group’’
the Company and its subsidiaries

– 1 –

DEFINITIONS

‘‘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

‘‘Hong Kong Branch Tricor Investor Services Limited Share Registrar’’
‘‘Independent Board an independent board committee of the Board comprising all the Committee’’ Independent Non-executive Directors established for the purpose of advising the Independent Shareholders on the proposed allotment and issue of the Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder
‘‘Independent Financial Rainbow Capital (HK) Limited, a licensed corporation to carry Adviser’’ out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, and appointed by the Company as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the proposed allotment and issue of the Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder
‘‘Independent Nonindependent non-executive Director(s) of the Company executive Director(s)’’
‘‘Independent independent Shareholders other than the Connected Grantees Shareholders’’ and their respective associates
‘‘Latest Practicable 18 January 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 of Hong Kong Limited
‘‘Non-connected the Share Award Grantee(s) who are not connected person(s) of Grantees’’ the Company
‘‘Remuneration Committee’’
the remuneration committee of the Board, consists of three independent non-executive Directors, namely Mr. Tu Xinchun, Ms. Zhang Yahan and Prof. Qiao Zhonghua
‘‘Restricted Shares’’ any Shares that may be offered by the Company to any selected participants under the Share Award Scheme
‘‘RMB’’

Renminbi, the lawful currency of the PRC

– 2 –

DEFINITIONS

‘‘SFO’’

the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
‘‘Shareholder(s)’’
the holder(s) of the Shares
‘‘Share(s)’’ the ordinary share(s) in the capital of the Company with nominal value of HK$0.01 each
‘‘Share Award the selected participant(s) granted or proposed to be granted the Grantee(s)’’ Restricted Shares under the Share Award Scheme
‘‘Share Award Scheme’’ the share award scheme adopted by the Company on 8 June 2020
‘‘Share Award Scheme the rules governing the Share Award Scheme adopted by the Rules’’ Company
‘‘Share Option(s)’’ the share option(s) to subscribe for Share(s) under the Share Option Scheme
‘‘Share Option Scheme’’ the share option scheme adopted by the Company on 8 June 2020
‘‘Specific Mandate’’ the specific mandate to be sought from the Independent Shareholders at the EGM to grant the authority to the Board for the proposed allotment and issue of the Connected Restricted Shares to Connected Grantees
‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited

‘‘Trustee’’
the trustee for the time being of the trust administering the Share Award Scheme, being Trident Trust Company (HK) Limited (which is independent of and not connected with the Company and its connected persons) or its wholly owned entity, being SXD Talent Success Limited
‘‘%’’ per cent

– 3 –

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. Song Hongtao (Chairman of the Board)

Mr. Wu Fu-Shea (Chief Executive Officer) Mr. Wu Xiaohua Mr. Lam Chun Hung Stanley Ms. Wang Jing

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

Independent Non-executive Directors:

Mr. Tu Xinchun Ms. Zhang Yahan Prof. Qiao Zhonghua

Principal Place of

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

21 January 2022

To the Shareholders

Dear Sir/Madam,

CONNECTED TRANSACTIONS INVOLVING PROPOSED ISSUE OF NEW SHARES

TO CONNECTED PERSONS UNDER THE SHARE AWARD SCHEME PURSUANT TO SPECIFIC MANDATE AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the Announcement of the Company dated 28 December 2021 in which it was announced, among other things, that the Board has resolved to grant a total of not more than 5,972,322 Restricted Shares to 420 Share Award Grantees pursuant to the Share Award Scheme, of which, (i) not more than 5,536,322 Restricted Shares are granted to 414 Non-connected Grantees and shall be satisfied by the allotment and issue of new Shares to the Trustee pursuant to the 2021 General Mandate and in accordance with the terms of the Share Award Scheme Rules; and (ii) not more than 436,000 Restricted Shares

– 4 –

LETTER FROM THE BOARD

are proposed to be granted to 6 Connected Grantees and shall be satisfied by the proposed allotment and issue of new Shares to the Trustee pursuant to the Specific Mandate, subject to the approval of Independent Shareholders, and in accordance with the terms of the Share Award Scheme Rules.

The purpose of this circular is to provide you with: (i) the further details of the proposed allotment and issue of the Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder; (ii) a letter from the Independent Board Committee to the Independent Shareholders; (iii) a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the proposed allotment and issue of the Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder; (iv) the notice of the EGM, and (v) other information as required under the Listing Rules.

Rainbow Capital (HK) Limited has been appointed as Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the proposed allotment and issue of the Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder.

GRANT OF RESTRICTED SHARES PURSUANT TO THE SHARE AWARD SCHEME
(a) The grant of the Connected Restricted Shares to the Connected Grantees pursuant to the Share Award Scheme

The Share Award Scheme was adopted by the Company 8 June 2020 to provide a means for the Company to recognise and motivate the contribution of certain Share Award Scheme participants and to provide incentives and help the Company in retaining its existing Employees and recruiting additional Employees and to provide them with a direct economic interest in attaining the long-term business objectives of the Company.

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

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

– 5 –

LETTER FROM THE BOARD

the grant of Restricted Shares. As such, no fund will be raised by the Company as a result of the allotment and issue of the new Shares. Pursuant to the Share Award Scheme Rules, the Trustee shall not exercise the voting rights in respect of any Restricted Shares held by it as nominee or under the trust.

Based on the closing price of HK$6.33 per Share as quoted on the Stock Exchange as at the date of the Announcement, the market value of the Connected Restricted Shares granted to the Connected Grantees is HK$2,759,880. Based on the average closing price of the Shares for the five consecutive trading days immediately preceding the date of the Announcement as quoted on the Stock Exchange which is HK$6.246 per Share, the market value of the Connected Restricted Shares granted to the Connected Grantees is HK$2,723,256. Based on the closing price of HK$7.05 per Share as quoted on the Stock Exchange as of the Latest Practicable Date, the market value of the Connected Restricted Shares granted to the Connected Grantees is HK$3,073,800.

Details of the grant of Connected Restricted Shares to the Connected Grantees are as follows:

Name of the Connected Grantees Ms. Wang Jing Mr. Zhi Lei (Note 4) Mr. Luo Yi Mr. Li Jinglan (Note 5) Mr. Cao Xiaopeng (Note 6) Ms. Mo Jiabi Total	Number of Restricted Shares to be granted to the Connected Grantees 260,000 124,000 6,000 20,000 20,000 6,000	Approximate market value of the Connected Restricted Shares as at the date of the Announcement HK$ (Note 1) 1,645,800 784,920 37,980 126,600 126,600 37,980	Approximate market value of the Connected Restricted Shares as at the Latest Practicable Date HK$ (Note 2) 1,833,000 874,200 42,300 141,000 141,000 42,300	Approximate percentage of total Shares in issue as of the Latest Practicable Date % (Note 3) 0.06 0.03 0.00 0.01 0.01 0.00
	436,000	2,759,880	3,073,800	0.11

Notes:

The market value of the Connected Restricted Shares is calculated based on the closing market price per Share of HK$6.33 as of 28 December 2021, being the date of the Announcement.
The market value of the Connected Restricted Shares is calculated based on the closing market price per Share of HK$7.05 as of 18 January 2022, being the Latest Practicable Date.
As of the Latest Practicable Date, the total number of Shares in issue is 407,686,859.
On 28 December 2021, 56,000 Share Option are granted to Mr. Zhi Lei pursuant to the Share Option Scheme and as at the Latest Practicable Date, none of the Share Options are vested or exercised.
On 28 December 2021, 10,000 Share Options are granted to Mr. Li Jinglan pursuant to the Share Option Scheme and as at the Latest Practicable Date, none of the Share Options are vested or exercised.
On 28 December 2021, 10,000 Share Options are granted to Mr. Cao Xiaopeng pursuant to the Share Option Scheme and as at the Latest Practicable Date, none of the Share Options are vested or exercised.

– 6 –

LETTER FROM THE BOARD

The new Shares to be issued and allotted by the Company to the Trustee to satisfy the grant of Connected Restricted Shares represent approximately 0.1069% of the Company’s issued share capital as of the Latest Practicable Date and approximately 0.1068% of the Company’s enlarged issued share capital after the proposed allotment and issue of such Connected Restricted Shares.

The proposed grant of the Connected Restricted Shares to Ms. Wang Jing has also been recommended and approved by the Remuneration Committee (consists of three independent non-executive Directors, namely Mr. Tu Xinchun, Ms. Zhang Yahan and Prof. Qiao Zhonghua) according to the Share Award Scheme Rules. The grant of the Connected Restricted Shares to the Connected Grantees has been approved by the Board on 28 December 2021, subject to the acceptance of the Connected Grantees and other conditions as may be determined by the Board, including the Independent Shareholders’ approval at the EGM. Ms. Wang Jing has abstained from approving the relevant board resolutions on: (i) the grant of the relevant Connected Restricted Shares to her; and (ii) the proposed allotment and issue of the new Shares under the Specific Mandate to satisfy the relevant Connected Restricted Shares granted to her.

The position, years of services and roles and responsibilities of the Connected Grantees are set out as follows:

		Years of
Name of		services in
Connected Grantees	Position	the Group	Roles and the Responsibility
Ms. Wang Jing	Director of the Company	11	Responsible for overall operation
			and human resources
			management of the Group
Mr. Zhi Lei	Director of a subsidiary of the	12	Responsible for coordinating the
	Company		development of the Group’s
			business and products in the
			securities market sector
Mr. Luo Yi	Director of a subsidiary of the	14	Responsible for the information
	Company		security and system backend
			management
Mr. Li Jinglan	Director of a subsidiary of the	1	Responsible for business
	Company		development and the sales and
			marketing for a subsidiary of the
			Company
Mr. Cao Xiaopeng	Director of a subsidiary of the	1	Responsible for business
	Company		development and the sales and
			marketing for a subsidiary of the
			Company
Ms. Mo Jiabi	Supervisor of two subsidiaries	6	Responsible for the implementation
	of the Company		of the Group’s procurement

– 7 –

LETTER FROM THE BOARD

(b) Vesting schedules

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

Number of Connected Restricted Shares granted Connected Grantees involved 400,000 Ms. Wang Jing, Mr. Zhi Lei, Mr. Li Jinglan and Mr. Cao Xiaopeng

Vesting schedule granted Connected Grantees involved
1. . 25% of the Connected Restricted Shares 400,000 Ms. Wang Jing, granted shall vest on the first trading day Mr. Zhi Lei, Mr. Li after 31 March 2022; Jinglan and Mr. Cao Xiaopeng
. 25% of the Connected Restricted Shares granted shall vest on the first trading day after 31 March 2023;
. 25% of the Connected Restricted Shares granted shall vest on the first trading day after 31 March 2024; and
. 25% of the Connected Restricted Shares granted shall vest on the first trading day after 31 March 2025.
1. . 25% of the Connected Restricted Shares 24,000 Mr. Zhi Lei granted shall vest on the first trading day after 31 March 2023;
. 25% of the Connected Restricted Shares granted shall vest on the first trading day after 31 March 2024;
. 25% of the Connected Restricted Shares granted shall vest on the first trading day after 31 March 2025; and
. 25% of the Connected Restricted Shares granted shall vest on the first trading day after 31 March 2026.
1. . 100% of the Connected Restricted Shares 12,000 Ms. Mo Jiabi and Mr. Luo granted shall vest on the last trading day Yi before 30 June 2022. Total 436,000

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

– 8 –

LETTER FROM THE BOARD

(c) Ranking of the Connected Restricted Shares

All the new Shares to be issued by the Company to satisfy the Connected Restricted Shares granted to the Connected Grantees, when issued and fully paid, shall rank pari passu among themselves and with those Shares in issue, with the right to receive all dividends and other distributions declared, made or paid on or after the allotment date.

(d) Conditions precedent

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

(e) Application for Listing

Applications will be made by the Company to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in a total of not more than 436,000 new Shares on the Stock Exchange with respect to the Connected Restricted Shares issued to the Connected Grantees.

– 9 –

LETTER FROM THE BOARD

(f) Effect of the issue of the Connected Restricted Shares on the shareholding structure of the Company

As at the Latest Practicable Date, the total number of Shares in issue was 407,686,859 Shares. The shareholding effects of the grant of a total of not more than 436,000 Connected Restricted Shares as at the Latest Practicable Date and immediately after the issuance, allotment and full vesting of the Connected Restricted Shares to the Connected Grantees (assuming no other change in the issued share capital of the Company other than the issuance, allotment and full vesting of the Connected Restricted Shares to the Connected Grantees) is as follows:

			Immediately after the issuance,	Immediately after the issuance,	Immediately after the issuance,
			allotment and full vesting of		the
			Connected Restricted Shares		to
			the Connected Grantees (assuming
	As at the		no other change in the issued share
	Latest Practicable	Date	capital of the Company)
	No. of Shares	%	No. of Shares		%
Name of the Shareholders
Mindas Touch Global Limited	136,080,000	33.38	136,080,000	33.34
Mr. Song Hongtao (Note 1)	5,000,000	1.23	5,000,000		1.23
Benefit Ocean Holdings Limited	60,550,000	14.85	60,550,000	14.84
Ideal Treasure Holdings Limited	29,590,000	7.26	29,590,000		7.25
Thousand Thrive Investments
Limited (Note 2)	23,814,000	5.84	23,814,000		5.84
Mr. Wu Fu-Shea	6,000,000	1.47	6,000,000		1.47
Mr. Lam Chun Hung Stanley	1,600,000	0.39	1,600,000		0.39
Connected Grantees
Ms. Wang Jing (Note 2)	0	0.00	260,000		0.06
Mr. Zhi Lei	0	0.00	124,000		0.03
Mr. Luo Yi	0	0.00	6,000		0.00
Mr. Li Jinglan	710,445	0.17	730,445		0.18
Mr. Cao Xiaopeng	0	0.00	20,000		0.00
Ms. Mo Jiabi	0	0.00	6,000		0.00
Non-connected Grantees	5,536,322	1.36	5,536,322		1.36
Other Public shareholders	138,806,092	34.05	138,806,092	34.01
Total	407,686,859	100%	408,122,859	100%

Notes:

Mr. Song Hongtao is deemed to be interested in an aggregate of 141,080,000 Shares, representing approximately 34.60% of the issued share capital of the Company as at the Latest Practicable Date, which consist of (i) 136,080,000 Shares held by Mindas Touch Global Limited, which was wholly owned by Mr. Song Hongtao and Mr. Song Hongtao was deemed to be interested in these Shares pursuant to Part XV of the SFO; and (ii) 5,000,000 Shares directly held by Mr. Song Hongtao.
Ms. Wang Jing holds approximately 20.54% shareholding interest in Thousand Thrive Investments Limited.

– 10 –

LETTER FROM THE BOARD

(g) Reasons for the grant of the Connected Restricted Shares

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

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

In determining the number of the Connected Restricted Shares to be granted to each of the Connected Grantees, the Board has considered, various factors including but not limited to, (i) the historical contributions and job responsibilities of the Connected Grantees; (ii) the continuing contribution to the Group’s future development of the Connected Grantees; (iii) whether the grant is a fair representation of the Connected Grantees’ respective historical contributions to the Group with reference to their respective job responsibilities; and (iv) whether the grant is a sufficient motivation for continuing contribution in the Group.

The Company has established a unified employee incentive mechanism to calculate and determine the number and value of Restricted Shares to be granted to each eligible participant. Base on such mechanism, eligible participants under the Share Award Scheme are categorised into different groups based on their job responsibilities and positions in the Group, including mid to high-level executives, key management staff and regular participants. Participants in each category are entitled to a certain number of Restricted Shares and the exact number of Restricted Shares granted will be further adjusted based on other factors and different categories are subject to different adjustment factors, such as the results of annual performance review, year of services and attendance ratio. Such mechanism and adjustment factors are applicable to both Connected Grantees and Non-connected Grantees in the same manner and no favourable treatments are given to the Connected Grantees.

– 11 –

LETTER FROM THE BOARD

In particular:

(i) Ms. Wang Jing, being the Director of the Company, and Mr. Zhi Lei, being the director of a subsidiary of the Company belong to mid to high-level executives. The exact numbers of Connected Restricted Shares to be granted to Ms. Wang Jing and Mr. Zhi Lei are adjusted based on their respective results of the annual performance review and annual attendance ratios;
(ii) Mr. Li Jinglan and Mr. Cao Xiaopeng, being the director of a subsidiary of the Company are categorised as key management staff. The number of Connected Restricted Shares to be granted to Mr. Li Jinglan and Mr. Cao Xiaopeng are adjusted based on their respective results of the annual performance review; and
(iii) Mr. Luo Yi, being the director of a subsidiary of the Company and Ms. Mo Jiabi, being the supervisor of two subsidiaries of the Company are categorised as regular participants. The number of Connected Restricted Shares to be granted to Mr. Luo Yi and Ms. Mo Jiabi are adjusted based on their years of services in the Group.

Given that the proposed grant of the Connected Restricted Shares will incentivize the Connected Grantees and help retain talent for the long term to contribute to the sustainable development of the Group without having a negative impact on the Group’s cashflow, the Board considers that the the proposed grant of the Connected Restricted Shares to the Connected Grantees is (i) fair and reasonable and are in the interests of the Company and the Shareholders as a whole; and (ii) incidental to the Group’s development of its ordinary and usual course of business and is in the ordinary course of business of the Group and on normal commercial terms.

(h) Listing Rules implications

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

3. INDEPENDENT BOARD COMMITTEE

The Independent Board Committee comprising Mr. Tu Xinchun, Ms. Zhang Yahan and Prof. Qiao Zhonghua, all being the Independent Non-executive Directors, has been formed to advise the Independent Shareholders as to the fairness and reasonableness of the terms of the proposed grant of the Connected Restricted Shares to the Connected Grantees. Rainbow Capital (HK) Limited has been appointed by the Company as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

– 12 –

LETTER FROM THE BOARD

4. RECOMMENDATION

In view of the reasons for and benefits of the award of the Connected Restricted Shares as set out in the paragraphs headed ‘‘Reasons for the grant of the Connected Restricted Shares’’ above, the Directors (including the Independent Non-executive Directors) consider that the proposed allotment and issue of new Shares to the Connected Grantees is (i) fair and reasonable and in the interests of the Company and the Shareholders as a whole so far as the Independent Shareholders are concerned and (ii) incidental to the Group’s development of its ordinary and usual course of business and is in the ordinary course of business of the Group and on normal commercial terms. Accordingly, the Directors recommend the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the EGM to approve the proposed allotment and issue of the Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder.

Your attention is drawn to (i) the letter from the Independent Board Committee set out on pages 15 to 16 of this circular, which contains its recommendation to the Independent Shareholders as to the proposed allotment and issue of the Connected Restricted Shares to the Connected Grantees; and (ii) the letter from the Independent Financial Adviser set out on pages 17 to 39 of this circular, which contains its advice to the Independent Board Committee and the Independent Shareholders in relation to the proposed allotment and issue of the Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder, and the principal factors and reasons considered by it in arriving at its opinions.

5. EGM

The EGM will be convened and held at 1801, Microprofit Building, Hi-Tech Industrial Park, Nanshan District, Shenzhen, the People’s Republic of China on Wednesday, 16 February 2022 at 3 p.m. for the purpose of considering and, if thought fit, approving the proposed allotment and issue of Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder.

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 EGM. An announcement on the poll vote results will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

Among the Connected Grantees, Mr. Li Jinglan, holding 710,445 Shares, representing approximately 0.17% of the issued Shares as at the Latest Practicable Date, is required to abstain from voting in respect of the relevant resolution approving the proposed allotment and issue of new Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, no other Shareholders has a material interest in the proposed allotment and issue of new Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder as at the Latest Practicable Date and accordingly, other than Mr. Li Jinglan, no other Shareholder is required to

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LETTER FROM THE BOARD

abstain from voting at the EGM to approve the proposed allotment and issue of new Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder.

A notice convening the EGM is set out on pages 46 to 47 of this circular. A proxy form is enclosed with this circular. Whether or not you are able to attend the EGM, you are advised to read the notice and to complete and sign the enclosed proxy form in accordance with the instructions printed thereon and return it to the Company’s Hong Kong Branch Share Registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM (i.e. not later than 3 p.m. on Monday, 14 February 2022) or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish. In such event, the proxy form shall be deemed to be revoked.

6. CLOSURE OF REGISTER OF MEMBERS

For the purpose of ascertaining the shareholders’ eligibility to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 11 February 2022 to Wednesday, 16 February 2022 (both days inclusive) during which period no share transfer will be effected. In order to qualify for attending and voting at the EGM, 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 Hong Kong Branch Share Registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4: 30 p.m., on Thursday, 10 February 2022.

Yours faithfully, By order of the Board Song Hongtao Chairman of the Board

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Suoxinda Holdings Limited 索信達控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3680)

21 January 2022

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTIONS INVOLVING PROPOSED ISSUE OF NEW SHARES TO CONNECTED PERSONS UNDER THE SHARE AWARD SCHEME PURSUANT TO SPECIFIC MANDATE

We refer to the circular of the Company dated 21 January 2022 (the ‘‘Circular’’) to the Shareholders, of which this letter forms part. Capitalised terms used in this letter have the same meanings as those defined in the Circular unless the context otherwise requires.

We have been appointed by the Board as members to form the Independent Board Committee and to advise the Independent Shareholders in relation to the proposed allotment and issue of the Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder. Rainbow Capital (HK) Limited has been appointed by the Company as the Independent Financial Adviser to advise us and the Independent Shareholders in this regard. Details of its advice, together with the principal factors and reasons it has taken into consideration in giving its advice, are contained in its letter set out on pages 17 to 39 of the Circular. Your attention is also drawn to the letter from the Board set out on pages 4 to 14 of the Circular and the additional information set out in the appendix of the Circular.

After taking into account the factors and reasons considered by the Independent Financial Adviser and its conclusion and advice, we concur with its views and consider that the proposed allotment and issue of new Shares to the Connected Grantees and the Specific Mandate is (i) fair and reasonable so far as the Company and the Independent Shareholders are concerned and in the interests of the Company and the Independent Shareholders as a whole; and (ii) incidental to the Group’s development of its ordinary and usual course of business and is in the ordinary course of business of the Group and on normal commercial terms. Accordingly, we recommend that the Independent Shareholders should vote in favor

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

of the resolutions to be proposed at the EGM to approve the proposed allotment and issue of the Connected Restricted Shares to the Connected Grantees, the Specific Mandate, and the transactions contemplated thereunder.

Yours faithfully For and on behalf of the Independent Board Committee

Mr. Tu Xinchun Ms. Zhang Yahan Prof. Qiao Zhonghua Independent Non-executive Independent Non-executive Independent Non-executive Director Director Director

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of a letter of advice from Rainbow Capital (HK) Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the proposed allotment and issue of the Connected Restricted Shares to the Connected Grantees under the Share Award Scheme, which has been prepared for the purpose of incorporation in this circular.

Rainbow Capital (HK) Limited

21 January 2022

To the Independent Board Committee and the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTIONS INOVLING PROPOSED ISSUE OF NEW SHARES TO CONNECTED PERSONS UNDER THE SHARE AWARD SCHEME PURSUANT TO SPECIFIC MANDATE

INTRODUCTION

We refer to our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the proposed allotment and issue of Connected Restricted Shares to the Connected Grantees under the Share Award Scheme (the ‘‘Connected Grants’’), details of which are set out in the ‘‘Letter from the Board’’ (the ‘‘Letter from the Board’’) contained in the circular issued by the Company to the Shareholders dated 21 January 2022 (the ‘‘Circular’’), of which this letter forms part. Unless the context otherwise requires, capitalised terms used in this letter shall have the same meanings as those defined in the Circular.

On 28 December 2021, the Board (with Ms. Wang Jing who is one of the Connected Grantees under the Share Award Scheme having abstained) has resolved to grant a total of not more than 5,972,322 Restricted Shares to 420 Share Award Grantees pursuant to the Share Award Scheme, of which, (i) not more than 5,536,322 Restricted Shares are granted to 414 Non-connected Grantees and shall be satisfied by the allotment and issue of new Shares to the Trustee pursuant to the 2021 General Mandate and in accordance with the terms of the Share Award Scheme Rules; and (ii) not more than 436,000 Restricted Shares are proposed to be granted to 6 Connected Grantees and shall be satisfied by the proposed allotment and issue of new Shares to the Trustee pursuant to the Specific Mandate, subject to the approval of the Independent Shareholders, and in accordance with the terms of the Share Award Scheme Rules.

As the Connected Grantees are the Director and the directors or supervisor of the subsidiaries of the Company, the Connected Grantees are therefore connected persons of the Company. Accordingly, the proposed allotment and issue of Connected Restricted Shares to the Connected Grantees under the Share Award Scheme shall constitute

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

connected transactions of the Company under Chapter 14A of the Listing Rules and shall be subject to, among others, the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

The Independent Board Committee, comprising all the independent non-executive Directors, namely Mr. Tu Xinchun, Ms. Zhang Yahan and Prof. Qiao Zhonghua, has been formed to advise the Independent Shareholders on whether (i) the Connected Grants and the Specific Mandate are conducted in the ordinary and usual course of business of the Group; and (ii) the terms of the Connected Grants and the Specific Mandate are on normal commercial terms which are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and advise the Independent Shareholders as to voting. We, Rainbow Capital (HK) Limited, have been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

As at the Latest Practicable Date, we did not have any relationships or interests with the Group that could reasonably be regarded as relevant to our independence. In the last two years, there was no engagement between the Group and us. Apart from normal professional fees paid or payable to us in connection with this appointment as the Independent Financial Adviser, no arrangements exist whereby we had received any fees or benefits from the Group. Accordingly, we are qualified to give independent advice in respect of the Connected Grants and the Specific Mandate.

BASIS OF OUR OPINION

In formulating our opinion and advice, we have relied on (i) the information and facts contained or referred to in the Circular; (ii) the information supplied by the Group and its advisers; (iii) the opinions expressed by and the representations of the Directors and the management of the Group; and (iv) our review of the relevant public information. We have assumed that all the information provided and representations and opinions expressed to us or contained or referred to in the Circular were true, accurate and complete in all respects as at the date thereof and may be relied upon. We have also assumed that all statements contained and representations made or referred to in the Circular are true at the time they were made and continue to be true as at the Latest Practicable Date and all such statements of belief, opinions and intentions of the Directors and the management of the Group and

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

those as set out or referred to in the Circular were reasonably made after due and careful enquiry. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors and the management of the Group. We have also sought and received confirmation from the Directors that no material facts have been withheld or omitted from the information provided and referred to in the Circular and that all information or representations provided to us by the Directors and the management of the Group are true, accurate, complete and not misleading in all respects at the time they were made and continued to be so until the date of the Circular.

We consider that we have reviewed sufficient information currently available to reach an informed view and to justify our reliance on the accuracy of the information contained in the Circular so as to provide a reasonable basis for our recommendation. We have not, however, carried out any independent verification of the information provided, representations made or opinion expressed by the Directors and the management of the Group, nor have we conducted any form of in-depth investigation into the business, affairs, operations, financial position or future prospects of the Company or its substantial shareholders, subsidiaries or associates.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and recommendation in respect of the Connected Grants and the Specific Mandate, we have taken into account the following principal factors and reasons:

1. Information on the Group

(i) Business of the Group

Established in March 2004 and listed on the Stock Exchange in December 2019, the Group is a market player in the big data and artificial intelligence (‘‘AI’’) industry in the PRC providing data solutions, sales of hardware and software and related services as an integrated service, as well as IT maintenance and support services, to corporate customers. Based in Shenzhen, the Group has been developing and delivering sophisticated data solutions with a strategic focus on leading banks and financial institutions in the PRC.

As disclosed in the interim report of the Company for the six months ended 30 June 2021 (the ‘‘2021 Interim Report’’), the Group is committed to becoming a leader in data intelligence and marketing technology with a focus on the financial industries and will continue to (i) increase investments in innovation and product, in particular upgrading and iterating the integrated intelligent marketing platform, AI application and management platform, and data platform products; (ii) invest in technology research and development (‘‘R&D’’) and optimisation of data asset management and other data application products; (iii) strengthen ecological cooperation with technology giants and financial institutions with a view to exploring more business opportunities especially technology exports; and (iv) develop new markets and new customers, and accelerate the entry into new sectors such as small and medium-scale banks, securities and insurance (collectively, the ‘‘Business Objectives’’).

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(ii) Financial information of the Group

Set out below is a summary of the consolidated financial information of the Group for (i) the two years ended 31 December 2019 and 2020 as extracted from the annual report of the Company for the year ended 31 December 2020 (the ‘‘2020 Annual Report’’); and (ii) the six months ended 30 June 2020 and 2021 as extracted from the 2021 Interim Report:

	For the years	ended 31	For the six months ended	For the six months ended	For the six months ended
	December		30 June
	2020	2019	2021		2020
	RMB’000	RMB’000	RMB’000	RMB’000
	(audited)	(audited)	(unaudited)	(unaudited)
Revenue	330,290	257,915	144,602		129,512
— Data solutions	196,924	166,440	74,805		85,121
— Sales of hardware and software
and related services as an
integrated service	97,201	54,742	45,008		27,849
— IT maintenance and support
services	36,165	36,733	24,789		16,542
Gross profit	117,592	91,594	50,836		37,750
Selling expenses	(24,798)	(12,738)	(17,233)		(8,654)
Administrative expenses	(56,279)	(48,326)	(34,456)		(20,013)
R&D expenses	(42,152)	(17,500)	(42,350)		(13,822)
Profit/(loss) before income tax	(11,906)	10,515	(41,620)		(5,022)
Profit/(loss) for the year/period
attributable to the Shareholders	(13,108)	4,124	(41,676)		(5,207)

For the years ended 31 December 2019 and 2020

The Group’s revenue increased by approximately 28.1% from approximately RMB257.9 million for the year ended 31 December 2019 to approximately RMB330.3 million for the year ended 31 December 2020. Such increase was mainly attributable to the increase in revenue generated from (i) the data solutions segment by approximately 18.3% from approximately RMB166.4 million for the year ended 31 December 2019 to approximately RMB196.9 million for the year ended 31 December 2020, primarily due to the addition of two new leading bank customers and steady growth of orders from existing financial bank customers; and (ii) the sales of hardware and software and related services as an integrated service segment by approximately 77.6% from approximately RMB54.7 million

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

for the year ended 31 December 2019 to approximately RMB97.2 million for the year ended 31 December 2020, as a result of the increase in sales of the Group’s core products.

The Group’s gross profit grew by approximately 28.4% from approximately RMB91.6 million for the year ended 31 December 2019 to approximately RMB117.6 million for the year ended 31 December 2020, which was mainly due to the steady growth of the Group’s business. The gross profit margin of the Group, on the other hand, remained relatively stable at approximately 35.5% and 35.6% in 2019 and 2020, respectively.

For the year ended 31 December 2020, the loss attributable to the Shareholders was approximately RMB13.1 million, representing a change as compared to profit attributable to the Shareholders of approximately RMB4.1 million in the previous year, primarily attributable to (i) the increase in R&D expenses by approximately RMB24.7 million, mainly due to the continuous recruitment of senior and skilled R&D technicians to expand the Group’s R&D team; (ii) the Group’s business expansion in southern China, northern and eastern China, which resulted in the increase in the number of sales and pre-sales staff that correspondingly raised the marketing and managing staff cost; and (iii) the expected credit losses on financial and contract assets of approximately RMB15.6 million. The above increase in expenses was partially offset by the increase in revenue as mentioned above.

For the six months ended 30 June 2020 and 2021

For the six months ended 30 June 2021, revenue of the Group was approximately RMB144.6 million, representing an increase of approximately 11.7% as compared with the revenue of approximately RMB129.5 million for the six months ended 30 June 2020. Such increase was mainly attributable to the increase in revenue generated from (i) the sales of hardware and software and related services as an integrated service segment by approximately 61.6% from approximately RMB27.8 million to approximately RMB45.0 million; and (ii) the IT maintenance and support services segment by approximately 49.9% from approximately RMB16.5 million to approximately RMB24.8 million. The aforesaid increase in revenue was partially offset by the decrease in revenue generated from the data solutions segment by approximately 12.1% from approximately RMB85.1 million to approximately RMB74.8 million, mainly due to the absence of the provision of data infrastructure services to one of the Group’s major customers during the period. Such customer engaged the Group for the provision of data infrastructure services in the first half of 2020.

The Group’s gross profit grew by approximately 34.7% from approximately RMB37.8 million for the six months ended 30 June 2020 to approximately RMB50.8 million for the six months ended 30 June 2021, primarily attributable to more competitive services and products provided by the Group and the improvement of the gross profit margin of the Group’s business. During the

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

same period, the gross profit margin of the Group, on the other hand, increased from approximately 29.1% to approximately 35.2%, primarily attributable to the provision of data infrastructure services with relatively lower gross profit margin to a major customer for the six months ended 30 June 2020, and such data infrastructure services were not recurred during the period.

For the six months ended 30 June 2021, the loss attributable to the Shareholders was approximately RMB41.7 million, primarily attributable to the (i) recruitment of additional R&D personnel and employees which substantially increased the R&D expenses; (ii) administrative costs arising from the establishment of new offices in northern China, southern China, eastern China and other areas and the recruitment of additional employees in these areas; and (iii) marketing expenses resulted from the expansion of the sales team and the enhanced efforts in marketing activities during this period.

(iii) Overall comment

During the year/period under review, the financial performance of the Group was primarily affected by its continued growing investment in R&D, sales and marketing and administration expenses (which is in accordance with the intended use of proceeds as disclosed in the prospectus of the Company date 28 November 2019), despite a general increase in revenue due to the continuous growth of the business segments. Since its listing, the Group has been focusing on strengthening its R&D capabilities by recruiting additional personnel to increase its investment in innovation and products, with a view to upgrading and optimising its products portfolio. In addition, the Group also strives to making a breakthrough in the aspect of AI application and management platform in order to meet the changing needs of customers and evolving standards in the industry.

As disclosed in the 2020 Annual Report, in order to further strengthening the leading position of the Group in the digital marketing field of the financial industry, it has been the Group’s strategy to explore a business mode of ‘‘Software as a service’’ (‘‘SaaS’’) for its products in medium and small-scale customers, which the current application of SaaS in financial institutions are still at a stage of exploration.

Going forward, as advised by the management of the Group, the Group will continue to strengthen its business segments through building up the expertise and experience of its R&D and sales team, continuing to further cultivate cooperation with different business partners, reinforcing the awareness of its existing and new services to both the Group’s existing and potential customers, and exploring the application of SaaS in compliance with regulations. As advised by the management of the Group, it believes that all the investments in R&D and sales and marketing will empower the Group to gain competitive advantage, strengthen its resilience over market competitors and prepare the Group for further and faster growth in the future. We consider that maintaining a stable and experienced R&D and sales team led by the senior management team, who are the subject of the Connected Grants, allows the Group to achieve the aforesaid Business Objectives.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2. Reasons for and benefits of the Connected Grants

As disclosed in the 2021 Interim Report, the Company raised net proceeds (the ‘‘Net Proceeds’’) of approximately HK$104.0 million from the listing of its Shares on the Stock Exchange, primarily for (i) strengthening and expansion of the Group’s data solution offerings through attracting and retaining high-quality personnel; (ii) enhancement of the Group’s sales and marketing efforts; and (iii) development of the Group’s R&D capabilities. As disclosed in the Company’s announcement dated 24 December 2021, the unutilised Net Proceeds are extended from 31 December 2021 for one more year to 31 December 2022. As seen from the foregoing, a majority of the Net Proceeds were applied in recruiting expertise and enhancing salesforce and R&D abilities of the Group. With the effort from the Group’s management team and employees as a whole, the Group continued to achieve business growth upon listing.

The Directors believe that the future success and continual development of the Group are closely linked to the continual commitment and effort of its management team and employees. As stated in the Letter from the Board, the purposes and objectives of the Share Award Scheme are to (i) recognise the contributions made to the Group by the Share Award Grantees; (ii) encourage, motivate and retain the Share Award Grantees, whose contributions are beneficial to the continual operation, development and long-term growth of the Group; (iii) provide additional incentive for the Share Award Grantees to achieve performance goals, with a view to achieving the objectives of increasing the value of the Group and aligning the interests of the Share Award Grantees to the Shareholders through ownership of Shares.

As advised by the management of the Group, maintaining a stable and experienced management team is critical to the development and expansion of big data and AI industry. By granting the incentive scheme, it not only recognises the past contribution of the management to the Group’s business, but also motivates these management to be able to support and continue to invest in the Group in the long run. The scheme is important to the future development of the Group, which is expanding rapidly and the Company believes that the Connected Grants is an important initiative to encourage the management of the Group to bring higher returns to the Company. Given that the Connected Restricted Shares to be granted under the Share Award Scheme are subject to the respective vesting periods, we consider that such feature is designed to motivate the Connected Grantees’ continuing commitment and contribution towards the development of the Group with their expertise and experience and ensure stability of the Group’s operations. In particular, the Connected Grants serve as a discretionary bonus in recognition of their valuable and substantial contributions to the Group. Furthermore, there will not be any actual cash outflow by the Group under the Connected Grants to provide incentives to the Connected Grantees.

Assuming there is no change in the issued share capital of the Company from the Latest Practicable Date up to the allotment date of the new Shares, other than the grant of not more than 5,536,322 Restricted Shares (the ‘‘Other Restricted Shares’’) to 414 employees of the Company (who are not connected persons of the Company) (the ‘‘Other Grantees’’), the aggregate of Connected Restricted Shares to be granted by the Company to the Connected Grantees represent (i) approximately 0.1069% of the total number of Shares in

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

issue as of the Latest Practicable Date; and (ii) approximately 0.1068% of the total number of Shares in issue as enlarged by the grant of the Restricted Shares. The Connected Grants do not represent a material dilution to the existing Shareholders.

Having considered that (i) the Share Award Scheme serves to retain and motivate the Connected Grantees to make contribution to the Group; (ii) there will not be any actual cash outflow by the Group under the Connected Grants to provide incentives to the Connected Grantees; and (iii) the Connected Grants do not represent a material dilution to the existing Shareholders, we consider that the Connected Grants are conducted in the ordinary and usual course of business of the Group and is in the interests of the Company and the Shareholders as a whole.

3. Principal terms of the Connected Grants

(i) Allocation of the Connected Restricted Shares

As stated in the Letter from the Board, a total of 5,972,322 Restricted Shares will be granted to 420 Share Award Grantees under the Share Award Scheme, of which, (i) 436,000 Restricted Shares will be awarded to 6 Connected Grantees by the proposed allotment and issue of new Shares pursuant to the Specific Mandate; and (ii) 5,536,322 Other Restricted Shares will be awarded to 414 Other Grantees by the allotment and issue of new Shares pursuant to the 2021 General Mandate. Set out below summarises the information of the Connected Grantees and the Connected Restricted Shares to be allotted and issued:

Connected Grantees Mr. Wang Jing Mr. Zhi Lei Mr. Luo Yi Mr. Li Jinglan Mr. Cao Xiaopeng Ms. Mo Jiabi	Number of Restricted Shares granted 260,000 124,000 6,000 20,000 20,000 6,000 436,000	Percentage to the total number of Restricted Shares 4.35% 2.08% 0.10% 0.33% 0.33% 0.10% 7.29%	Percentage to the total issued share capital of the Company as at the Latest Practicable Date 0.06% 0.03% 0.00% 0.01% 0.01% 0.00%
			0.11%

As disclosed in the Letter from the Board, we understand that the Company has established a unified employee incentive mechanism to calculate and determine the number and value of Restricted Shares to be granted to each eligible participant. Based on such mechanism, eligible participants under the Share Award Scheme are categorised into different groups based on their job responsibilities and positions in the Group, including mid to high-level executives (i.e. Ms. Wang Jing and Mr. Zhi Lei), key management staff (i.e. Mr. Li Jinglan and Mr. Cao Xiaopeng) and regular participants (i.e. Mr. Luo Yi and Ms. Mo Jiabi). Participants in each category are

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

entitled to a certain number of Restricted Shares and the exact number of Restricted Shares depends on different categories which are subject to different adjustment factors, such as the results of annual performance review, year of services and attendance ratio. We understood from the Company that such mechanism and adjustment factors are applicable to both Connected Grantees and Non-connected Grantees in the same manner and no favourable treatments are given to the Connected Grantees.

Among the Connected Grantees, there are one Director, four directors of the subsidiaries of the Company and one supervisor of the subsidiaries of the Company. With respect to the allocation of the Connected Restricted Shares to the Connected Grantees under the Share Award Scheme, we formulated our view after considering the Connected Grantees’ qualifications, experience and contributions to the Group. We have reviewed the background, experience, roles, responsibilities and work experience of the Connected Grantees and noted that their expertise and experience are relevant to the Group’s operations. Details of the Connected Grantees are set out below:

					Length of service
			Past work experience related to		in the Group
			the	Connected Grantees’	(approximately
Name	Position in the Group	Function or responsibility	respective functions in the Group		year)
Ms. Wang Jing	Executive Director and vice	Responsible for overall	‧	May 2003 — February 2004	11
	president of the	operation and human		Personal administration
	Company	resources management of		manager of Shen Zhen Long
		the Group		Xing Shi Industry Co., Ltd
			.	May 2004 — March 2008
				Human resources manager
				of Shenzhen Lite Intelligent
				Technology Company
				Limited

. April 2008 — June 2010 Human resources manager of Shenzhen Jinkaitai Telecommunication Devices Company Limited
. Over fifteen years in human resources administration and over 8 years in corporate management

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

					Length of service
			Past work experience related to		in the Group
			the Connected Grantees’		(approximately
Name	Position in the Group	Function or responsibility	respective functions in the Group		year)
Mr. Zhi Lei	Director of Shenzhen	Responsible for	.	Over fifteen years of delivery	12
	Suoxinda Data	coordinating the		and management experience
	Technology Co., Ltd	development of the		in the information
	(‘‘Suoxinda Shenzhen’’),	Group’s business and		technology industry
	data solutions specialist	products in the securities
	of Suoxinda Shenzhen	market sector
Mr. Luo Yi	Director of Suoxinda	Responsible for the	.	Over twenty years of	14
	Shenzhen, information	information security and		experience in information
	technology manager of	system backend		security management and
	Suoxinda Shenzhen	management of Suoxinda		system backend
		Shenzhen		management
Mr. Li Jinglan	Director of Shenzhen	Responsible for business	. Over twenty years of		1
	Yinxing Intelligent Data	development and the		experience in sales and
	Co., Ltd. (‘‘Shenzhen	sales and marketing for		marketing of data analysis
	Yingxing’’), sales	Shenzhen Yinxing		applications and software
	manager of Shenzhen
	Yingxing
Mr. Cao Xiaopeng	Director of Shenzhen	Responsible for business	.	Over ten years of experience	1
	Yinxing, sales manager	development and the		in sales and marketing of
	of Shenzhen Yingxing	sales and marketing for		data analysis applications
		Shenzhen Yingxing		and software
Ms. Mo Jiabi	Supervisor and purchasing	Responsible for the	‧ Over six years of experience		6
	specialist of Suoxinda	implementation of the		in procurement field
	Shenzhen and Suoxinda	Group’s procurement
	(Beijing) Data
	Technology Co., Ltd.

Source: 2020 Annual Report and information provided by the Company

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Connected Grantees — Director

We noted that among the Connected Grantees, Ms. Wang Jing (‘‘Ms. Wang’’) was awarded with a larger number of Restricted Shares than other Connected Grantees. We have discussed with the management of the Company and understood that Ms. Wang is one of the most experienced key personnel among the management team of the Group who has over fifteen years of experience in human resources administration and corporate management and has been instrumental to the Group. Since she joined the Group in August 2010, she first worked as a manager and person in charge in the human resource department whom was mainly responsible for recruiting talents and formulated the corporate culture of the Group. As advised by the management of the Group, her recruitment work and dedication to the Group in early years have laid a solid foundation to the business development of the Group. Furthermore, she has been working in various positions in key business units, which ranged from human resources management, operation management and business development units of the Group. Based on (i) her profound experience in human resource management and corporate management and the familiarity of business matters of the Group; and (ii) various positions she held over the years, she contributed to the substantial business growth of the Group in recent years, in particular leading the Group to expand its business and products in the securities market industries, a new sector which the Group has been tapping in in recent years. She is currently the executive Director of the Company.

Apart from being chiefly responsible for the overall operation and human resource management of the Group, Ms. Wang also served as the secretary of the board of directors of Shenzhen Suoxinda in July 2016, one of the key subsidiaries of the Group which was listed on the National Equities Exchange and Quotations (全國中小企業股份轉讓系統) on 1 August 2016 before its delisting on 6 November 2018. Being the secretary of the board of directors of Shenzhen Suoxinda, she has been acting as a principal channel of communication to handle the key operation matters with the board of directors of Shenzhen Suoxinda. Besides the aforementioned contribution, Ms. Wang has helped in recruiting a large number of talents for the Group, most of whom have worked for the Group for over 10 years.

The Board believes that establishing a stable core team of experienced personnel is one of the key assets to the successful continuous development of the Group. As such, the Company considers that Ms. Wang has been and will continue be capable of adding value to the Company’s business by leveraging her experience in operation and management, and the retention of whom is crucial to the future development of the Group. Therefore, Ms. Wang has been granted Connected Restricted Shares that are relatively higher than other Connected Grantees.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Connected Grantees other than the Director

The Board considered all of the other 5 Connected Grantees have extensive experience in various industries. We understand from the Company that all of the other 5 Connected Grantees are instrumental to the Group’s operations and future developments. In determining their respective entitlement of Connected Restricted Shares, due consideration has been given to their key roles particularly their experience in sales and marketing for promoting the Group’s platforms and products as well as their technical expertise for innovating and upgrading of the Group’s products, which the Board considers to be crucial for long term sustainable development of the Group.

Among the other 5 Connected Grantees, Mr. Zhi Lei (‘‘Mr. Zhi’’) was awarded with a relatively larger number of Restricted Shares than the others. Based on our discussion with the management of the Group, Mr. Zhi is the specialist of data application products of Shenzhen Suoxinda whom served the Group for over twelve years and possess over fifteen years of relevant experience in the industry. Considering its extensive technical experience in solution delivery capabilities and information technology industry which is considered to be a significant contribution to the Group, the Board considers his retention has been important to the Group.

For Mr. Li Jinglan (‘‘Mr. Li’’), he is currently the director and one of the minority shareholders of Shenzhen Yinxing, a non-wholly owned subsidiary of the Group pursuant to the Company’s acquisition (‘‘Acquisition’’) as disclosed in the announcement of the Company dated 9 December 2020 (the ‘‘Acquisition Announcement’’). According to the Acquisition Announcement, Shenzhen Yinxing is a leading Hadoop-based platform provider accounting for one third of the market share in 2019, which primarily focuses on providing enterprise customers with specialised information technology services with a Hadoop-based big data platform. Given the Acquisition is expected to potentially accelerate the Group’s big data solution offerings, the Board considers that the familiarity and knowledge of Shenzhen Yinxing’s products and platforms possessed by Mr. Li and Mr. Cao Xiaopeng (‘‘Mr. Cao’’), whom joined Shenzhen Yinxing since its establishment in June 2017, is particularly vital to the long term development of the Group. Further, based on the information the Company made available to us, apart from Mr. Li and Mr. Cao whom became part of the Group pursuant to the Acquisition since December 2020, we noted that all of the Connected Grantees other than the Director have been serving key roles of the subsidiaries of the Company for approximately 6 to 14 years. As advised by the management of the Company, those Connected Grantees have made significant contribution to the Group in the past and are expected to continue to contribute to the Group in the future. As a result, the Board resolved to grant the other 5 Connected Grantees different number of Connected Restricted Shares ranging from 6,000 to 124,000 Restricted Shares.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(ii) Vesting period of the Connected Restricted Shares

Subject to the satisfaction of the relevant vesting conditions of the Share Award Scheme, the Connected Restricted Shares awarded under the Share Award Scheme shall be transferred to the Connected Grantees according to various vesting schedules, with three traches having vesting periods of approximately 3.25 years, 4.25 years and 0.5 years, respectively. For details of vesting schedules of the three tranches, please refer to the section headed ‘‘Vesting schedules’’ in the Letter from the Board.

(iii) Transfer arrangement of the Connected Restricted Shares

Upon allotment and issue of the Connected Restricted Shares, the Trustee will hold the Connected Restricted Shares on trust for the Connected Grantees and such Connected Restricted Shares shall be transferred to the Connected Grantees at no consideration upon satisfaction of the relevant vesting conditions. As such, no fund will be raised by the Company as a result of the allotment and issue of the Connected Restricted Shares. Pursuant to the Share Award Scheme Rules, the Trustee shall not exercise the voting rights in respect of any Restricted Shares held by it as nominee or under the trust.

(iv) Conditions of the grant of the Connected Restricted Shares

The grant of the Connected Restricted Shares to the Connected Grantees shall be subject to, among others: (i) the approval by the Independent Shareholders at the EGM in respect of the proposed allotment and issue of the Connected Restricted Shares, the Specific Mandate and the transactions contemplated thereunder; and (ii) the Listing Committee of the Stock Exchange having granted the approval for the listing of, and permission to deal in the Connected Restricted Shares.

(v) Comparison with share award schemes of other comparable companies

In evaluating the fairness and reasonableness of the terms of the Connected Grants, we have compared them with share awards or restricted share units granted to connected persons of other companies listed on the Stock Exchange which involved issuance of new shares by the listed companies without performance targets and, if required, were approved by the independent shareholders of the listed companies (the ‘‘Comparable Grants’’), as announced on the website of the Stock Exchange during the period from 1 June 2021 to 28 December 2021 (the ‘‘Research Period’’), being approximately seven months prior to the announcement of the Connected Grants. Based on the aforesaid criteria, 26 Comparable Grants were identified, which we believe are exhaustive based on our search on the website of the Stock Exchange. As the Research Period provides a sufficient sample size for our analysis and is a period not too remote from the Latest Practicable Date, we consider that the Research Period is fair and representative.

Although details with respect to each individual grantee and/or the Comparable Grants such as responsibilities and service terms of each individual grantee, date of grant, business nature and scale of each company may vary, we consider that the

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Comparable Grants can provide a general reference for common market practice in granting share awards or restricted share units to connected persons of other companies listed on the Stock Exchange, in particular the size relative to the total issued shares and the vesting period. In evaluating the fairness and reasonableness of the Connected Grants, we have considered these two features associated with the Comparable Grants.

We have compared the Connected Grants with the Comparable Grants in terms of the sizes and vesting periods of share awards or restricted share units. Details of the Comparable Grants are set out below:

				Approximate						Range of theoretical
				percentage of						annualised market
			number of awarded			Approximate				values of the awarded
			shares or restricted		percentage of total					shares or restricted
			share	units granted	number of awarded					share units granted to
				to connected	shares or restricted					connected person
			persons to total		share	units to total				(the ‘‘Connected
			number of shares in		number of shares in					Comparable Grants’’)
	Date of		issue on the date of		issue on the date of				Vesting	(HK$ million)
Company (stock code)	announcement	Grantee(s)	announcement		announcement		Timing of vesting		period	(Note 6)
SinoMab BioScience	23 December	1 grantee		2.60%		2.60%	Nil		Nil	75.7
Limited (3681.HK)	2021	(1 connected
		person)
Xingye Alloy	17 December	11 grantees		0.81%		1.21%	In	two tranches in each	1 year	0.06 to 1.7
Materials Group	2021	(6 connected						of 2021 and 2022
Limited (505.HK)		persons)
Budweiser Brewing	13 December	Total numbers of		0.01%		0.07%	Between the 3rd and 5th		5 years	0.3 to 2.5
Company APAC	2021	grantees not						anniversaries of the
Limited (1876.HK)		disclosed						date of grant
(‘‘Budweiser’’)		(4 connected
		persons) (Note 1)
Shandong Fengxiang	10 December	63 grantees		0.29%		1.68%	Not disclosed		Not disclosed	N/A (Note 7)
Co., Ltd. (9977.HK)	2021	(4 connected
		persons)
China Modern Dairy	9 December	48 grantees		0.01%		0.11%	First anniversary of the		1 year	0.9
Holdings Ltd.	2021	(1 connected						date of grant
(1117.HK)		person)
Sisram Medical Ltd	2 December	68 grantees		0.10%		0.80%	In four equal instalments		4 years	0.2 to 0.6
(1696.HK)	2021	(2 connected						in four years after
		persons)						the date of grant
TANSH Global Food	25 November	2 grantees		7.80%		7.80%	34%, 33% and 33% on		2 years	1.3 to 2.3
Group Co., Ltd	2021	(2 connected						the date of grant,
(3666.HK)		persons)						first and second
								anniversary of the
								date of grant
Concord New Energy	15 October	37 grantees		0.38%		0.70%	(a)	25% on 22 February	3.3 years	0.2 to 0.8
Group Limited	2021	(15 connected						2022;
(182.HK)		persons)
							(b)	25% on 22 February
								2023;

==> picture [67 x 42] intentionally omitted <==

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Approximate Range of theoretical percentage of annualised market number of awarded Approximate values of the awarded shares or restricted percentage of total shares or restricted share units granted number of awarded share units granted to to connected shares or restricted connected person persons to total share units to total (the ‘‘Connected number of shares in number of shares in Comparable Grants’’) Date of issue on the date of issue on the date of Vesting (HK$ million) Company (stock code) announcement Grantee(s) announcement announcement Timing of vesting period (Note 6) JW (Cayman) 3 October 2021 Total numbers of 0.50% 1.23% Various vesting 4 years 7.5 (Note 8) Therapeutics Co. grantees not schedules: (Note 2) Ltd (2126.HK) disclosed (‘‘JW Therapeutics’’) (1 connected (a) 30% on the second person) anniversary of the vesting commencement date and the remaining 30% and 40% on the third anniversary and fourth anniversary of the vesting commencement date; (b) 25% on the first anniversary of the vesting commencement date and the remaining 25%, 25% and 25% on the second anniversary, third anniversary and fourth anniversary of the vesting commencement date Yidu Tech Inc. 3 October 2021 3 grantees 0.03% 0.03% Between 1 April 2022 3.5 years 0.01 to 1.8 (2158.HK) (3 connected and 1 April 2025 persons) ManpowerGroup 9 September 7 grantees 0.04% 0.04% On 9 September 2024 3 years 0.1 Greater China 2021 (7 connected Limited (2180.HK) persons) Sany Heavy 2 September 703 grantees 0.02% 0.25% (a) 20% on 18 March 4.5 years 0.08 to 0.8 Equipment 2021 (3 connected 2022; International persons) Holdings Company (b) 20% on 18 March Limited (631.HK) 2023; (c) 20% on 18 March 2024; (d) 20% on 18 March 2025; and (e) 20% on 18 March 2026 Fosun Tourism Group 20 August Total numbers of 0.07% 0.25% Not disclosed Not disclosed N/A (Note 7)

Fosun Tourism Group 20 August Total numbers of 0.07% (1992.HK) 2021 grantees not disclosed (6 connected persons)

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

				Approximate						Range of theoretical
				percentage of						annualised market
			number of awarded			Approximate				values of the awarded
			shares or restricted		percentage of total					shares or restricted
			share	units granted	number of awarded					share units granted to
				to connected	shares or restricted					connected person
			persons to total		share	units to total				(the ‘‘Connected
			number of shares in		number of shares in					Comparable Grants’’)
	Date of		issue on the date of		issue on the date of				Vesting	(HK$ million)
Company (stock code)	announcement	Grantee(s)	announcement		announcement		Timing of vesting		period	(Note 6)
IGG Inc (799.HK)	19 August	619 grantees		0.08%		1.05%	Various vesting		2 to 4 years	0.02 to 1.0
(‘‘IGG’’)	2021	(10 connected						schedules:	(Note 3)	(Note 8)
		persons)
							(a)	50% on 19 August
								2022 and 50% on 19
								August 2023; and
							(b)	25%, 25%, 25% and
								25% on 18 August
								2022, 18 August
								2023, 18 August 2024
								and 18 August 2025
Zero2Ipo Holdings	6 August 2021	32 grantees		1.16%		2.94%	Nil		Nil	1.0 to 5.7
Inc. (1945.HK)		(3 connected
		persons)
Vobile Group Limited	25 July 2021	6 grantees		0.05%		0.05%	Not disclosed		Not disclosed	N/A (Note 7)
(3738.HK)		(6 connected
		persons)
CARsgen	22 July 2021	1 grantee		0.003%		0.003%	25% on the first		4 years	0.1
Therapeutics		(1 connected						anniversary of the
Holdings Limited		person)						date of grant and
(2171.HK)								75% monthly
								thereafter in 36 equal
								monthly instalments
Everest Medicines	15 July 2021	9 grantees		0.61%		0.61%	Not disclosed		Not disclosed	N/A (Note 7)
Limited (1952.HK)		(9 connected
		persons)
Pizu Group Holdings	5 July 2021	56 grantees		0.34%		0.76%	Not disclosed		Not disclosed	N/A (Note 7)
Limited (8053.HK)		(6 connected
		persons)

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

			Approximate				Range of theoretical
			percentage of				annualised market
			number of awarded	Approximate			values of the awarded
			shares or restricted	percentage of total			shares or restricted
			share units granted	number of awarded			share units granted to
			to connected	shares or restricted			connected person
			persons to total	share units to total			(the ‘‘Connected
			number of shares in	number of shares in			Comparable Grants’’)
	Date of		issue on the date of	issue on the date of		Vesting	(HK$ million)
Company (stock code)	announcement	Grantee(s)	announcement	announcement	Timing of vesting	period	(Note 6)
Ocumension	2 July 2021	2 grantees	2.09%	2.09%	Various vesting	4 years	0.4 to 84.7
Therapeutics		(2 connected			schedules:	(Note 4)	(Note 9)
(1477.HK)		persons)
(‘‘Ocumension’’)					(a) 25% on the first
					anniversary of the
					date of grant, 25%
					in four equal
					installments on the
					second anniversary
					of the date of grant,
					25% in four equal
					installments on the
					third anniversary of
					the date of grant and
					25% in four equal
					installments on the
					fourth anniversary of
					the date of grant;
					(b) 10% on the first
					anniversary of the
					date of grant, 20%
					in four equal
					installments on the
					second anniversary
					of the date of grant,
					30% in four equal
					installments on the
					third anniversary of
					the date of grant and
					40% in four equal
					installments on the
					fourth anniversary of
					the date of grant
Shangri-La Asia	2 July 2021	124 grantees	0.01%	0.17%	Various vesting	3 years	0.4 to 0.5
Limited (69.HK)		(2 connected			schedules:	(Note 5)	(Note 10)
(‘‘Shangri-La’’)		persons)
					(a) 33.39% on 7 June
					2022, 33.39% on 7
					June 2023 and
					33.22% on 7 June
					2024; and
					(b) 33.16% on 7 June
					2022, 33.16% on 7
					June 2023 and
					33.68% on 7 June
					2024
Mediwelcome	30 June 2021	31 grantees	4.55%	7.59%	Not disclosed	Not disclosed	N/A (Note 7)
Healthcare		(5 connected
Management &		persons)
Technology Inc.
(2159.HK)

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

				Approximate						Range of theoretical
				percentage of						annualised market
			number of awarded			Approximate				values of the awarded
			shares or restricted		percentage of total					shares or restricted
			share	units granted	number of awarded					share units granted to
				to connected	shares or restricted					connected person
			persons to total		share	units to total				(the ‘‘Connected
			number of shares in		number of shares in					Comparable Grants’’)
	Date of		issue on the date of		issue on the date of				Vesting	(HK$ million)
Company (stock code)	announcement	Grantee(s)	announcement		announcement		Timing of vesting		period	(Note 6)
Altus Holdings	29 June 2021	12 grantees		0.16%		0.40%	(a)	90,000, 180,000 and	1.5 years	0.06 to 0.1
Limited (8149.HK)		(2 connected						450,000 shares will
(‘‘Altus’’)		persons)						take place on 30
								September 2021, 31
								December 2021 and
								31 December 2022;
								and
							(b)	90,000 and 450,000
								shares will take place
								on 30 September
								2021 and 31
								December 2022
Fourace Industries	28 June 2021	26 grantees		0.61%		2.29%	Nil		Nil	1.1
Group Holdings		(2 connected
Limited (1455.HK)		persons)
Galaxy Entertainment	17 June 2021	Total numbers of		0.01%		0.04%	33.3%, 33.3% and		3 years	0.01 to 5.0
Group Limited		grantees not						33.4% on the first,
(27.HK)		disclosed						second and third
		(5 connected						anniversary of the
		persons)						date of grant
Alibaba Pictures	16 June 2021	413 grantees		0.02%		0.54%	Not disclosed		Not disclosed	N/A
Group Limited		(3 connected
(1060.HK)		persons)
		Minimum		0.003%		0.003%			Nil	0.01 (equivalent to
										RMB0.008 million)
										(Note 12)
		Maximum		7.80%		7.80%			5 years	84.7 (equivalent to
										RMB70.1 million)
										(Note 12)
		Average		0.86%		1.36%			3.1 years
The Company	28 December	420 grantees		0.11%		1.49%	Various vesting Schedules		0.5 years to	0.18 to 1.4
(3680.HK)	2021	(6 connected							4.25 years	(Note 11)
		persons)

Notes:

According to the announcement of Budweiser dated 13 December 2021, the total number of grantees were not disclosed. Apart from the four connected persons as disclosed, there are other connected persons which are directors of the subsidiaries of Budweiser without the exact number being disclosed.
The average vesting period of JW Therapeutics is calculated as the average of 4 years and 4 years of the vesting periods of two vesting schedules.
The average vesting period of IGG is calculated as the average of 2 years and 4 years of the vesting periods of two vesting schedules.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The average vesting period of Ocumension is calculated as the average of 4 years and 4 years of the vesting periods of two vesting schedules.
The average vesting period of Shangri-La is calculated as the average of 3 years and 3 years of the vesting periods of two vesting schedules.
The annualised theoretical market values of the Connected Comparable Grants were calculated according to the number of awarded shares/restricted share units granted to the connected persons of the comparable companies based on the price of grant date in accordance with the respective vesting schedules. The range is then derived by extracting the respective minimum and maximum annualised theoretical market value of the connected persons for comparison purpose.
Since vesting schedules were not disclosed in the announcements, the theoretical annualised market values of the Connected Comparable Grants cannot be computed.
We assumed the vesting schedule to be 25% for calculating the theoretical annualised market values of the Connected Comparable Grants of JW Therapeutics and IGG.
We assumed the vesting schedule to be 10% and 25% for calculating the range of theoretical annualised market values of the Connected Comparable Grants of Ocumension.
We assumed the vesting schedule to be 33.16% for calculating the range of theoretical annualised market values of the Connected Comparable Grants of Shangri-La.
Please refer to sub-section headed ‘‘3.(vi) Principal terms of the Connected Grants — Comparison of total remuneration package of the Connected Grantees to the market’’ for the calculation of the total remuneration package of the Connected Grantees.
Calculated based on an illustrative exchange rate of RMB1: HK$1.2.

As shown above, the size of the share awards or restricted share units under the Comparable Grants ranged from approximately 0.003% to approximately 7.80% of their respective total number of shares in issue as at the dates of the relevant announcements with the average of approximately 1.36%. The number of Restricted Shares under the Share Award Scheme represent approximately 1.49% of the total number of Shares in issue as at the date of grant was within the aforesaid range under the Comparable Grants.

Among the total share awards or restricted share units under the Comparable Grants, approximately 0.003% to approximately 7.80% of their respective total number of shares in issue as at the dates of the relevant announcements were granted to connected persons of the respective companies with the average of approximately 0.86%. The number of Connected Restricted Shares to the Connected Grantees of approximately 0.11% of the total number of Shares in issue as at the date of grant was within the range and lower than the average of those under the Comparable Grants.

The vesting periods of the share awards or restricted share units under the Comparable Grants, on the other hand, ranged from approximately nil to 5 years with the average of approximately 3.1 years. The vesting periods of the Connected Restricted Shares under the Connected Grants were approximately 0.5 years to 4.25 years which fall within the aforesaid range.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Based on the above, we consider that the size and the vesting periods of the Connected Restricted Shares are in line with the market practice and are fair and reasonable.

The annualised fair value of the Connected Restricted Shares granted to each of the Connected Grantees ranging from approximately RMB0.18 million to RMB1.4 million falls within and lies in the low end of the range shown by the range of theoretical annualised market values of the Connected Comparable Grants of approximately RMB0.008 million to RMB70.1 million. On this basis, we considered the monetary value of the Connected Grants to be acceptable. Please refer to the below sub-section for our further assessment of the annual remuneration packages of the Connected Grantees.

(vi) Comparison of total remuneration package of the Connected Grantees to the market

We have obtained and reviewed schedules of total remuneration package (calculated based on the sum of base salary, retirement benefits and bonus) of each of the Connected Grantees and we noted that their respective remuneration ranged from RMB0.15 million to RMB1.0 million for the year ended 31 December 2020. On the basis that the Connected Restricted Shares will be fully vested according to the vesting schedules of the respective Connected Grantees, the annualised fair values of the Connected Restricted Shares based on the average closing price of HK$6.246 per Share (i.e. Share price based on the last five consecutive trading days immediately preceding the date of the Announcement) granted to each of the Connected Grantees ranged from approximately RMB0.03 million to RMB0.4 million. Based on the foregoing, the total remuneration of each of the Connected Grantees after taking into account the annualised fair value of the Connected Restricted Shares would be approximately RMB0.18 million to RMB1.4 million for the year ended 31 December 2020.

In assessing the fairness and reasonableness of the annual remuneration packages (including base salary, bonus and share-based payments) of the Connected Grantees, we have compared the total remuneration package of the Connected Grantees to directors of the comparable companies. Taking into consideration that the Company is principally engaged in the big data solution and AI services industry with a market capitalisation of approximately HK$2.9 billion as at the Latest Practicable Date, we have identified a list of comparable companies (the ‘‘Comparable Companies’’) where,

(i) they are listed on the Main Board of the Stock Exchange;
(ii) they are principally engaged in the big data and AI services industry sector as sourced from Bloomberg; and
(iii) their market capitalisations are between HK$1.5 billion to HK$6.0 billion.

Based on the aforesaid criteria, we have identified an exhaustive list of four Comparable Companies. We consider four Comparable Companies, which involve 31 directors in total, provide sufficient samples as general benchmark for reaching a

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

meaningful comparison of the total remuneration package of the Connected Grantees (i.e. the Director and the directors or supervisor of the subsidiaries of the Company) to those directors of the Comparable Companies.

Although details with respect to the Comparable Companies and its director(s) such as responsibilities, experience and year of service of each director may vary, we consider that the Comparable Companies can provide a general reference for common market practice in determining the remuneration packages of directors of the big data and AI services industry.

Set out below are the Comparable Companies together with the range of total remuneration of their directors as disclosed in the respective annual reports for the latest financial year.

			Range of total
		Market	remuneration of
		capitalisation as	the directors for
		at the Latest	the latest
Company (stock code)	Principal business activities	Practicable Date	financial year
		(HK$’ billion)	(RMB’ million)
			(Note 1)
Inspir International	The company through its	5.5	0.05 to 1.7
Limited (596.HK)	subsidiaries, operates in		(Note 2)
(‘‘Inspir’’)	software development, cloud
	services and Internet of Things
	in China.
Bairong Inc. (6608.HK)	The company through its	4.9	1.0 to 2.0
	subsidiaries, operates a leading
	independent AI-powered
	technology platform in China
	serving the financial services
	industry and is principally
	engaged in data analytics
	services, precision marketing
	services and insurance
	distribution services.
Cogobuy Group	The company through its	3.5	0.1 to 1.3
(400.HK)	subsidiaries, operates as a
	technology service company
	serving the global IC chips
	industry and AI and Internet of
	Things ecosystem in China.
Newlink Technology Inc.	The company through its	1.5	0.2 to 0.7
(9600.HK)	subsidiaries, operates in
	providing big data and IT
	solutions for financial and
	healthcare institutions in China.

Sources: the latest published annual report of the Comparable Companies and Bloomberg

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Notes:

Primarily included salaries and other allowances, performance-related bonus, retirement benefit scheme contributions and share-based payment expenses as extracted from the latest published annual reports of the Comparable Companies.
Calculated based on an illustrative exchange rate of RMB1:HK$1.2 in deriving the range of total remuneration of the directors of Inspir.

Based on the information provided by the Company, we noted that the total remuneration package of the Connected Grantees ranging from approximately RMB0.18 million to RMB1.4 million are within the range of the total remuneration package of the directors of the Comparable Companies ranging from RMB0.05 million to approximately RMB2.0 million as set out in the table above. Considering (i) the Comparable Companies are principally engaged in big data solution and AI services industry sector as sourced from Bloomberg; (ii) the market capitalisations of the Comparable Companies are comparable to the Company’s market capitalisation; (iii) the remuneration information of the directors of the Comparable Companies were extracted from the latest published documents which represents the latest market information available; and (iv) the total remuneration package of each of the Connected Grantees who is also a director or supervisor of the Group, is within the range of the total remuneration of the directors of the Comparable Companies, we are of the view the remuneration of each of the Connected Grantees is reasonable.

(vii)Overall comment

In light of (i) the reasons for and benefits of the grant of the Connected Restricted Shares; (ii) the size of the Connected Restricted Shares falls within the range of the Comparable Grants; (iii) the vesting period of the Connected Restricted Shares falls within the range of the Comparable Grants; and (iv) the total remuneration of the Connected Grantees are within the range of (a) the Connected Comparable Grants; and (b) those of the directors of the Comparable Companies, we are of the view that the allotment and issue of the Connected Restricted Shares are on normal commercial terms which are fair and reasonable and the grant of the Connected Restricted Shares is in the interest of the Company and the Shareholders as a whole.

4. Dilution effect of the Connected Grants

Assuming the Connected Grantees become fully entitled to all of the Connected Restricted Shares after the vesting period, the number of Shares to be issued would be 436,000 Shares, or approximately 0.1069% of the total issued Shares as at the Latest Practicable Date. As set out in the section headed ‘‘Effect of the issue of the Connected Restricted Shares on the shareholding structure of the Company’’ in the Letter from the Board, the shareholding interests of public Shareholders will be diluted from approximately 34.05% as at the Latest Practicable Date to approximately 34.01% immediately after the allotment and issuance of the Connected Restricted Shares (assuming no other change in the issued share capital of the Company). This is considered immaterial in percentage terms

– 38 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

and, in our view, acceptable so far as the Independent Shareholders are concerned taking into account the expected benefits as set out in the section headed ‘‘2. Reasons for and benefits of the Connected Grants’’ above.

5. Financial effect of the Connected Grants

According to the 2021 Interim Report, the Group had cash and cash equivalents of approximately RMB21.0 million as at 30 June 2021. No fund will be raised as a result of the allotment and issue of the Connected Restricted Shares. The issue of the Connected Restricted Shares will have no effect on the cash flow of the Group other than the expenses to be incurred relating to the issue of the Restricted Shares.

The issue of the Connected Restricted Shares will reduce the net profit of the Group after deducting the expenses resulting from issue of the Connected Restricted Shares of approximately HK$2.8 million in aggregate, which is calculated using the closing price of the Shares of HK$6.33 per Share as at the date of grant (i.e. 28 December 2021).

OPINION AND RECOMMENDATION

Taking into account the above principal factors and reasons, we consider that the Connected Grants and the Specific Mandate are in the ordinary and usual course of business of the Group, on normal commercial terms which are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend, and we ourselves recommend, the Independent Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM to approve the Connected Grants and the Specific Mandate.

Yours faithfully, For and on behalf of Rainbow Capital (HK) Limited Danny Leung Managing Director

Mr. Danny Leung is a licensed person and a responsible officer of Rainbow Capital (HK) Limited registered with the Securities and Futures Commission to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO. He has over ten years of experience in the corporate finance industry.

– 39 –

APPENDIX

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Directors’ and chief executive’s interests and short positions in the shares, underlying shares and debentures of the Company or its associated corporations

As at the Latest Practicable Date, the interests and short positions of each of the Directors and chief executives of the Company in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provision of the SFO); or (ii) which were required, pursuant to section 352 of the SFO, to be and were entered in the register required to be kept by the Company referred to therein; or (iii) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules (the ‘‘Model Code’’) were as follows:

Name of Director/Chief Executive Capacity/Nature of Interest Mr. Song Hongtao (Note 2) Interest in controlled corporation Beneficial owner Mr. Wu Xiaohua (Note 3) Interest in controlled corporation Mr. Wu Fu-Shea Beneficial owner Mr. Lam Chun Hung Stanley Beneficial owner	Number of Shares Interested 136,080,000 5,000,000 141,080,000 29,590,000 6,000,000 1,600,000	Approximate Percentage of Shareholding (%) (Note 1) Long/Short Position 33.38 Long position 1.22 Long position 34.60 7.26 Long position 1.47 Long position 0.39 Long position

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GENERAL INFORMATION

APPENDIX

Note:

The approximate percentage of interests held was calculated on the basis of 407,686,859 ordinary shares of the Company in issue as at the Latest Practicable Date.
The Shares held by Mr. Song Hongtao consisted of (i) 136,080,000 Shares held by Mindas Touch Global Limited, which was wholly owned by Mr. Song Hongtao and Mr. Song Hongtao was deemed to be interested in these Shares pursuant to Part XV of the SFO; and (ii) 5,000,000 Shares directly held by Mr. Song Hongtao.
The Shares were held by Ideal Treasure Holdings Limited, which was wholly owned by Mr. Wu Xiaohua. Accordingly, Mr. Wu Xiaohua was deemed to be interested in these Shares pursuant to Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executives of the Company had or was deemed to have any interests or short positions in the shares or the underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provision of the SFO); or (ii) which were required, pursuant to section 352 of the SFO, to be and were entered in the register required to be kept by the Company referred to therein; or (iii) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code.

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APPENDIX

GENERAL INFORMATION

(b) Substantial Shareholders’ interests and short position which is discloseable under Divisions 2 and 3 of Part XV of the SFO

So far as is known to the Directors and chief executive of the Company, the following persons (other than Directors and chief executives of the Company) had, or were deemed or taken to have an interest or short position in the Shares and underlying Shares of the Company, which are required to be notified to the Company and the Stock Exchange pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO, as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO:

			Approximate
		Number of	Percentage of
	Capacity/Nature of	Shares	Shareholding	Long/Short
Name of Shareholder	Interest	Interested	(%) (Note 1)	Position
Mindas Touch Global	Beneficial owner	136,080,000	33.38	Long position
Limited
Ms. Huang Liming (Note 2)	Interest of spouse	141,080,000	34.60	Long position
Benefit Ocean Holdings	Beneficial owner	60,550,000	14.85	Long position
Limited
Ms. Xia Liping (Note 3)	Interest of controlled	65,050,000	15.96	Long position
	corporation
Mr. Zhu Zhenkui (Note 4)	Interest of spouse	65,050,000	15.96	Long position
Ideal Treasure Holdings	Beneficial owner	29,590,000	7.26	Long position
Limited
Ms. Chi Xianfang (Note 5)	Interest of spouse	29,590,000	7.26	Long position
Thousand Thrive	Beneficial owner	23,814,000	5.84	Long position
Investments Limited
Ms. Liu Qin (Note 6)	Interest of controlled	23,814,000	5.84	Long position
	corporation
Mr. Fan Yuehua (Note 7)	Interest of spouse	23,814,000	5.84	Long position

Note:

The approximate percentage of interests held was calculated on the basis of 407,686,859 ordinary shares of the Company in issue as at the Latest Practicable Date.
Ms. Huang Liming is the spouse of Mr. Song Hongtao. Ms. Huang Liming is deemed to be interested in the same number of the Shares in which Mr. Song Hongtao is interested under Part XV of the SFO.

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APPENDIX

GENERAL INFORMATION

The Shares held by Ms. Xia Liping consisted of (i) 60,550,000 Shares held by Benefit Ocean Holdings Limited, which was wholly owned by Ms. Xia Liping and Ms. Xia Liping was deemed to be interested in these Shares pursuant to Part XV of the SFO; and (ii) 4,500,000 Shares directly held by Ms. Xia Liping.
Mr. Zhu Zhenkui is the spouse of Ms. Xia Liping. Mr. Zhu Zhenku was therefore deemed to be interested in the 65,050,000 Shares in which Ms. Xia Liping were interested pursuant to Part XV of the SFO.
Ms. Chi Xianfang is the spouse of Mr. Wu Xiaohua. Ms. Chi Xianfang was therefore deemed to be interested in the 29,590,000 Shares in which Mr. Wu Xiaohua were interested pursuant to Part XV of the SFO.
Thousand Thrive Investments Limited was owned as to approximately 37.04% by Ms. Liu Qin, 20.54% by Ms. Wang Jing, 15.50% by Ms. Wei Huijuan, 12.01% by Mr. Chen Liang and 14.91% by Ms. Zhu Shuang, respectively. Accordingly, Ms. Liu Qin was deemed to be interested in these Shares held by Thousand Thrive Investments Limited pursuant to Part XV of the SFO.
Mr. Fan Yuehua is the spouse of Ms. Liu Qin. Mr. Fan Yuehua was therefore deemed to be interested in the 23,814,000 Shares in which Ms. Liu Qin were interested pursuant to Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any other person (other than the Directors and chief executives of the Company) who had, or was deemed or taken to have, an interest or short position in the Shares and underlying Shares of the Company which are required to be notified to the Company and the Stock Exchange pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO, as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO.

3. DIRECTORS’ INTERESTS

(a) Interests in assets

As at the Latest Practicable Date, none of the Directors has any direct or indirect interest in any assets which have been, since 31 December 2020, being the date to which the latest published consolidated financial statements of the Group were made up, acquired or disposed of by or leased to, or which are proposed to be acquired or disposed of by, or leased to, any member of the Group.

(b) Interests in contract or arrangement

As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement subsisting at the Latest Practicable Date and which was significant in relation to the business of the Group.

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APPENDIX

GENERAL INFORMATION

(c) Interests in competing business

As at the Latest Practicable Date, none of the Directors or chief executive of the Company and their respective close associates (as defined in the Listing Rules) has any competing interests which would be required to be disclosed under Rule 8.10 of the Listing Rules if each of them was a controlling Shareholder of the Company.

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors has any existing or proposed service contract with any member of the Group which is not determinable by the Group within one year without payment of compensation (other than statutory compensation).

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, save as to the loss attributable to owners of the Company of approximately RMB41,676,000 for the six months ended 30 June 2021 which were disclosed in the interim results announcement of the Company dated 10 September 2021, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2020 (being the date to which the latest published audited consolidated financial statements of the Group were made up).

6. MATERIAL LITIGATION

No member of the Group was engaged in any litigation or claims of material importance, and no such litigation or claim of material importance was known to the Directors to be pending or threatened by or against any members of the Group, as of the Latest Practicable Date.

7. QUALIFICATION AND CONSENT OF EXPERT

The following is the qualification of the expert who has given opinion or advice, which are contained or referred to in this circular:

Name Qualification Rainbow Capital (HK) a corporation licensed to carry on Type 1 (dealing in Limited securities) and Type 6 (advising on corporate finance) regulated activities under the SFO

As of the Latest Practicable Date, the Independent Financial Adviser did not have (i) any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group and (ii) any direct or indirect interest in any assets which had, since 31 December 2020 (being the date to which the latest published audited consolidated financial statements of the Group were made up), been acquired or disposed of by, or leased to any member of the Group, or are proposed to be acquired or disposed of by, or leased to any member of the Group.

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APPENDIX

GENERAL INFORMATION

The Independent Financial Adviser has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter and references to its name in the form and context in which it appears.

8. GENERAL

(a) The authorized share capital of the Company is HK$20,000,000.
(b) The principal share registrar and transfer agent of the Company is Conyers Trust Company (Cayman) Limited at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
(c) The Hong Kong Branch Share Registrar and transfer office of the Company is Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong.
(d) The company secretary of the Company is Mr. Wong Tin Yu.
(e) In the event of any inconsistency, the English language text of this circular shall prevail over the Chinese language text.

9. DOCUMENTS ON DISPLAY

Copies of the following documents will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.datamargin.com) from the date of this circular up to and including the date of the EGM:

(a) the Share Award Scheme;
(b) the letter from the Independent Board Committee, the text of which is set out on pages 15 to 16 of this circular;
(c) the letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the proposed allotment and issue of the Connected Restricted Shares to the Connected Grantees, the Specific Mandate and the transactions contemplated thereunder;
(d) the letter of consent referred to in the paragraph headed ‘‘Qualification and Consent of Expert’’ in this appendix; and
(e) this circular.

– 45 –

NOTICE OF THE EGM

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 extraordinary general meeting (the ‘‘EGM’’) of Suoxinda Holdings Limited (the ‘‘Company’’) will be held at 1801, Microprofit Building, HiTech Industrial Park, Nanshan District, Shenzhen, the People’s Republic of China on Wednesday, 16 February 2022 at 3 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions of the Company.

ORDINARY RESOLUTIONS

‘‘THAT
(a) conditional upon The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in an aggregate of 436,000 new shares of the Company to satisfy the grant of the restricted shares (the ‘‘Connected Restricted Shares’’) to the grantees who are connected persons of the Company (the ‘‘Connected Grantees’’) pursuant to the terms of the share award scheme adopted by the Company on 8 June 2020, as amended from time to time (the ‘‘Share Award Scheme’’), the directors of the Company (the ‘‘Directors’’) be and are hereby granted a specific mandate (the ‘‘Specific Mandate’’) for the proposed allotment and issue of the Connected Restricted Shares to SXD Talent Success Limited to hold on trust for the Connected Grantees pursuant to the Share Award Scheme (a copy of which has been produced at the EGM marked ‘‘A’’ and signed by the chairman of the EGM for the purpose of identification); and
(b) any one of the Directors be and is hereby authorised for and on behalf of the Company to take any action and execute such other documents as he/she considers necessary, desirable or expedient to carry out or give effect to or otherwise in connection with the proposed allotment and issue of the Connected Restricted Shares under the Specific Mandate and the transactions contemplated thereunder.’’;
‘‘THAT the grant of 260,000 Connected Restricted Shares pursuant to the Share Award Scheme to Ms. Wang Jing be and is hereby approved and confirmed’’;
‘‘THAT the grant of 124,000 Connected Restricted Shares pursuant to the Share Award Scheme to Mr. Zhi Lei be and is hereby approved and confirmed’’;

– 46 –

NOTICE OF THE EGM

‘‘THAT the grant of 6,000 Connected Restricted Shares pursuant to the Share Award Scheme to Mr. Luo Yi be and is hereby approved and confirmed’’;
‘‘THAT the grant of 20,000 Connected Restricted Shares pursuant to the Share Award Scheme to Mr. Li Jinglan be and is hereby approved and confirmed’’;
‘‘THAT the grant of 20,000 Connected Restricted Shares pursuant to the Share Award Scheme to Mr. Cao Xiaopeng be and is hereby approved and confirmed’’; and
‘‘THAT the grant of 6,000 Connected Restricted Shares pursuant to the Share Award Scheme to Ms. Mo Jiabi be and is hereby approved and confirmed’’.

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

Hong Kong, 21 January 2022

Notes:

a. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a shareholder of the Company. A shareholder 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 proxy form together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s Hong Kong 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 and in any event not less than 48 hours before the time appointed for the holding of the EGM (i.e. not later than 3 p.m. on Monday, 14 February 2022) or any adjournment thereof. Delivery of the proxy form shall not preclude a shareholder of the Company from attending and voting in person at the EGM and, in such event, the proxy form shall be deemed to be revoked.
c. To ascertain shareholders’ eligibility to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 11 February 2022 to Wednesday, 16 February 2022 (both days inclusive) during which period no share transfer will be effected. In order to qualify for attending and voting at the EGM, 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 Hong Kong 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 Thursday, 10 February 2022.
d. References to time and dates in this Notice are to Hong Kong time and dates.

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

– 47 –

AI assistant

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

50862_rns_2022-01-20_f14532fc-fc95-442b-a5ca-6c300328d326.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Suoxinda Holdings Limited 索信 達 控股有限公司

CONNECTED TRANSACTIONS INVOLVING PROPOSED ISSUE OF NEW SHARES

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

Suoxinda Holdings Limited 索信 達 控股有限公司

(Stock Code: 3680)

Principal Place of

To the Shareholders

CONNECTED TRANSACTIONS INVOLVING PROPOSED ISSUE OF NEW SHARES

TO CONNECTED PERSONS UNDER THE SHARE AWARD SCHEME PURSUANT TO SPECIFIC MANDATE AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

LETTER FROM THE BOARD

LETTER FROM THE BOARD

LETTER FROM THE BOARD

LETTER FROM THE BOARD

(b) Vesting schedules

LETTER FROM THE BOARD

(c) Ranking of the Connected Restricted Shares

(d) Conditions precedent

(e) Application for Listing

LETTER FROM THE BOARD

(f) Effect of the issue of the Connected Restricted Shares on the shareholding structure of the Company

LETTER FROM THE BOARD

(g) Reasons for the grant of the Connected Restricted Shares

LETTER FROM THE BOARD

(h) Listing Rules implications

3. INDEPENDENT BOARD COMMITTEE

LETTER FROM THE BOARD

4. RECOMMENDATION

5. EGM

LETTER FROM THE BOARD

6. CLOSURE OF REGISTER OF MEMBERS

Suoxinda Holdings Limited 索信 達 控股有限公司

(Stock Code: 3680)

CONNECTED TRANSACTIONS INVOLVING PROPOSED ISSUE OF NEW SHARES TO CONNECTED PERSONS UNDER THE SHARE AWARD SCHEME PURSUANT TO SPECIFIC MANDATE

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Yours faithfully For and on behalf of the Independent Board Committee

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Rainbow Capital (HK) Limited

CONNECTED TRANSACTIONS INOVLING PROPOSED ISSUE OF NEW SHARES TO CONNECTED PERSONS UNDER THE SHARE AWARD SCHEME PURSUANT TO SPECIFIC MANDATE

INTRODUCTION

BASIS OF OUR OPINION

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Information on the Group

(i) Business of the Group

(ii) Financial information of the Group

For the years ended 31 December 2019 and 2020

For the six months ended 30 June 2020 and 2021

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(iii) Overall comment

2. Reasons for and benefits of the Connected Grants

3. Principal terms of the Connected Grants

(i) Allocation of the Connected Restricted Shares

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Connected Grantees — Director

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Connected Grantees other than the Director

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(ii) Vesting period of the Connected Restricted Shares

(iii) Transfer arrangement of the Connected Restricted Shares

(iv) Conditions of the grant of the Connected Restricted Shares

(v) Comparison with share award schemes of other comparable companies

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(vi) Comparison of total remuneration package of the Connected Grantees to the market

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Ruihe Data Technology Holdings Limited Proxy Solicitation & Information Statement 2022

Suoxinda Holdings Limited 索信達控股有限公司

Suoxinda Holdings Limited 索信達控股有限公司

Suoxinda Holdings Limited 索信達控股有限公司

Suoxinda Holdings Limited 索信達控股有限公司