Ruihe Data Technology Holdings Limited (Ruihe Data) announced on 15 April 2026 that its wholly owned subsidiary, Blue Whale AI Technology Co., Limited, has entered into a share-transfer agreement with Chairman and CEO Mr. Xue Shouguang to acquire 1,880 Class A shares in Huamei Medical Investment Fund Limited (the Fund). The stake represents 5.60% of the Fund’s Class A shares and 5.42% of its total participating shares.
Under the agreement, the consideration equals 70% of any distributable amounts received by the purchaser from the Fund, subject to a cap of USD10.00 million (approximately HKD78.00 million). No upfront payment is required; settlement will take place within 10 business days after each distribution. Mr. Xue’s original acquisition cost for the same stake was USD2.00 million (about HKD15.60 million).
Because Mr. Xue is an executive director, substantial shareholder and connected person, the deal constitutes a connected transaction under Chapter 14A of the Hong Kong Listing Rules. The highest applicable percentage ratio is below 5%, so the transaction requires reporting and announcement only, with no circular, independent financial advice, or shareholders’ approval.
Fund Overview • Structure: Cayman Islands-incorporated private investment fund. • Portfolio: A single holding—approximately 1.2933% of SJ Semiconductor Corporation. • Financials (IFRS): – 9 Jun 2023–31 Dec 2023: total income USD18; net loss USD0.05 million. – FY 2024: total income USD2.08 million; net profit USD2.01 million. • Net asset value: USD36.67 million as of 31 Dec 2024 and USD36.62 million as of 30 Jun 2025.
Strategic Rationale 1. Exposure to the semiconductor sector, which aligns with Ruihe Data’s strategic focus. 2. Deferred, performance-linked consideration structure mitigates downside risk. 3. Retention of 30% of all future distributions allows Ruihe Data to capture upside beyond the capped payment to Mr. Xue.
Governance The board approved the acquisition; Mr. Xue and his son, executive director Mr. Xue Xindi, abstained from voting due to their interests. All other directors, including independent non-executive directors, concluded that the terms are fair, reasonable and in the interests of shareholders as a whole.
Shareholders and potential investors are advised to exercise caution when dealing in Ruihe Data’s securities.
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