Ruihe Data Technology Holdings Limited — Proxy Solicitation & Information Statement 2023

Oct 3, 2023

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, bank manager, solicitor, professional accountant or other professional adviser.

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Suoxinda Holdings Limited 索 信 達 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3680)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in this circular unless otherwise stated.

A notice convening the Extraordinary General Meeting of the Company to be held at 19/F, West Block, Skyworth Semiconductor Design Building, 18 Gaoxin South 4th Road, Nanshan District, Shenzhen, the PRC on Tuesday, 24 October 2023 at 3:00 p.m. or any adjournment or postponement thereof (as the case may be) is set out on pages 7 to 8 of this circular. A form of proxy for use at the Extraordinary General Meeting is enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.datamargin.com).

Whether or not you are able to attend and vote at the Extraordinary General Meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Extraordinary General Meeting (i.e. not later than 3:00 p.m. on Sunday, 22 October 2023) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the Extraordinary General Meeting or any adjournment or postponement thereof (as the case may be) should you so desire and in such event, the form of proxy shall be deemed to be revoked.

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

4 October 2023

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of the Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

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DEFINITIONS

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

• “Announcement” the announcement of the Company dated 27 September 2023 in relation to the Proposed Change of Company Name

• “Board”

“Board” the board of Directors “Company” Suoxinda Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

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

• “Extraordinary General the extraordinary general meeting of the Company to Meeting” or “EGM” be held at 19/F, West Block, Skyworth Semiconductor Design Building, 18 Gaoxin South 4th Road, Nanshan District, Shenzhen, the PRC on Tuesday, 24 October 2023 at 3:00 p.m., to consider and, if appropriate, to approve the resolution contained in the notice of the meeting which is set out on pages 7 to 8 of this circular, or any adjournment thereof

• “Group”

the Company and its subsidiaries from time to time

“HK$”

• “Hong Kong”

• Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC

“Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange

• “PRC” the People’s Republic of China (excluding, for the purpose of this circular, Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan)

• “Proposed Change of the proposed change of the English name of the Company Name” Company from “Suoxinda Holdings Limited” to “Ruihe Data Technology Holdings Limited” and the dual foreign name in Chinese of the Company from “索信达控股有限 公司” to “瑞和數智科技控股有限公司”

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DEFINITIONS

“Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company or if there has been a subsequent subdivision, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company “Shareholder(s)” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited

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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. Xue Shouguang (Chairman of the Board and Chief Executive Officer) Ms. Zhao Yiqing Mr. Shi Banchao

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

Non-executive Directors: Dr. Wu Fu-Shea Mr. Wu Xiaohua Mr. Chen Zhenping

Independent Non-executive Directors: Mr. Yang Haifeng Ms. Dan Xi Mr. Fei Xiang

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

Principal Place of business in Hong Kong: 5/F, Manulife Place 348 Kwun Tong Road Kowloon, Hong Kong 4 October 2023

To the Shareholders

Dear Sir/Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF THE EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of the special resolution to be proposed at the EGM for the Proposed Change of Company Name.

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LETTER FROM THE BOARD

2. PROPOSED CHANGE OF COMPANY NAME

Reference is made to the Announcement. The Company proposes to change the English name of the Company from “Suoxinda Holdings Limited” to “Ruihe Data Technology Holdings Limited” and the dual foreign name in Chinese of the Company from “索信达控 股有限公司” to “瑞和數智科技控股有限公司”.

Conditions for the Proposed Change of Company Name

The Proposed Change of Company Name is subject to the following conditions:

• (i) the passing of a special resolution by the Shareholders to approve the Proposed Change of Company Name at the EGM; and

• (ii) the Registrar of Companies in the Cayman Islands issuing a certificate of incorporation on change of name.

The relevant filing with the Registrar of Companies in the Cayman Islands will be made after the passing of the special resolution at the EGM. Subject to the satisfaction of the above conditions, the Proposed Change of Company Name will take effect from the date on which the Registrar of Companies in the Cayman Islands enters the new English name and dual foreign name in Chinese of the Company on the register of companies in place of the former English name and dual foreign name in Chinese. The Company will then carry out all necessary registration and/or filing procedures in Hong Kong and the Cayman Islands.

Reasons for the Proposed Change of Company Name

The Board believes that the Proposed Change of Company Name will facilitate refreshment of the Company’s corporate image and identity which will benefit the Group’s future development of its data intelligence and marketing technology business. With the further optimisation of the Group’s industrial layout and the continuous promotion of its diversified development strategy, the Board considers that the Proposed Change of Company Name will provide the Company with a more appropriate corporate identity and strategic direction, better reflect the Company’s determination to strengthen its data intelligence and marketing technology business, allow the market and investors to better understand the Group and capture more potential business opportunities. Therefore, the Board considers that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

Effect of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect the rights of any Shareholders, the Company’s daily business operations and its financial position.

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LETTER FROM THE BOARD

All existing share certificates of the Company bearing the existing name of the Company will, after the Proposed Change of Company Name becomes effective, continue to be valid evidence of legal title to the Shares and will continue to be valid for trading, settlement, registration and delivery purposes. As such, there will not be any arrangement for free exchange of the existing share certificates for new share certificates bearing the new name of the Company. Upon the Proposed Change of Company Name becoming effective, all new share certificates issued thereafter will be in the new name of the Company.

In addition, subject to the confirmation by the Stock Exchange, the English and Chinese stock short names of the Company for trading in the Shares on the Stock Exchange will also be changed after the Proposed Change of Company Name becomes effective.

Closure of Register of Members

In order to ascertain entitlements to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 18 October 2023 to Tuesday, 24 October 2023 (both dates inclusive), during which no transfer of the Shares can be registered. In order to be entitled to attend and vote at the EGM, all completed share transfer forms accompanied by the relevant share certificates shall be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 3:00 p.m. on Tuesday, 17 October 2023. Shareholders whose names appear on the Company’s register of members on Tuesday, 24 October 2023 will be eligible to attend and vote at the EGM.

3. EGM AND PROXY ARRANGEMENT

The notice of the EGM is set out on pages 7 to 8 of this circular. At the EGM, a special resolution will be proposed to approve the Proposed Change of Company Name.

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

A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.datamargin.com). Whether or not you are able to attend and vote at the EGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM (i.e. not later than 3:00 p.m. on Sunday, 22 October 2023) or any adjournment thereof (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof (as the case may be) should you so desire and in such event, your proxy form shall be deemed to be revoked.

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LETTER FROM THE BOARD

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

Further announcement(s) will be made by the Company to inform the Shareholders of, among other things, the poll results of the EGM, the effective date of the Proposed Change of Company Name, the new English and Chinese stock short names of the Company under which the Shares will be traded on the Stock Exchange, the new website address of the Company and other relevant changes as and when appropriate.

4. RECOMMENDATION

The Board considers that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the special resolution to be proposed at the EGM.

5. 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 Company. 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.

6. MISCELLANEOUS

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

Yours faithfully, By order of the Board Suoxinda Holdings Limited Xue Shouguang Chairman

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Suoxinda Holdings Limited 索 信 達 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3680)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Suoxinda Holdings Limited (the “ Company ”) will be held at 19/F, West Block, Skyworth Semiconductor Design Building, 18 Gaoxin South 4th Road, Nanshan District, Shenzhen, the People’s Republic of China on Tuesday, 24 October 2023 at 3:00 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT :

• (a) subject to and conditional upon the certificate of incorporation on change of name being issued by the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from “Suoxinda Holdings Limited” to “Ruihe Data Technology Holdings Limited” and the dual foreign name in Chinese of the Company from “索信达控股有限公司” to “瑞和數智科技控股有 限公司” (the “ Proposed Change of Company Name ”); and

• (b) any one director or the company secretary of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements as he/she considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Proposed Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.”

By order of the board of directors Suoxinda Holdings Limited Xue Shonguang Chairman

Hong Kong, 4 October 2023

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notes:

1. Any member of the Company entitled to attend and vote at this meeting is entitled to appoint one or, if he/she/it is a holder of more than one share, more proxies to attend and vote on behalf of him/her/it. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. 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.

2. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong (i.e. Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong) as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting (i.e. not later than 3:00 p.m. on Sunday, 22 October 2023) or any adjournment thereof (as the case may be). Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.

3. In order to ascertain entitlements to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 18 October 2023, to Tuesday, 24 October 2023 (both days inclusive) during which period no transfer of shares can be registered. In order to be entitled to attend and vote at the EGM, all completed share transfer forms accompanied by the relevant share certificates shall be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 3:00 p.m. on Tuesday, 17 October 2023. Shareholders whose names appear on the Company’s register of members on Tuesday, 24 October 2023 will be eligible to attend and vote at the EGM.

4. References to time and dates in this notice are to Hong Kong time and dates.

5. In the case of joint holders of any shares, any one of such joint holders may vote at the EGM, either personally or by proxy, in respect of such share as if he/she/it were solely entitled thereto, but if more than one of such joint holders are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

6. If tropical cyclone warning signal no.8 or above is hoisted or a black rainstorm warning signal is in force at any time after 8:00 a.m. on the day of the EGM, then the meeting will be adjourned in accordance with the articles of association of the Company and the Shareholders will be informed of the date, time and place of the adjourned meeting and, if necessary, be given notice thereof pursuant to the articles of association of the Company.

7. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date of this notice, the board of directors of the Company comprises three executive directors, namely, Mr. Xue Shouguang, Ms. Zhao Yiqing and Mr. Shi Banchao, three non-executive directors, namely, Dr. Wu Fu-Shea, Mr. Wu Xiaohua and Mr. Chen Zhenping, and three independent non-executive directors, namely, Mr. Yang Haifeng, Ms. Dan Xi and Mr. Fei Xiang.

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