Ruihe Data Technology Holdings Limited (Ruihe Data) has released supplemental details on its connected transaction to acquire 5.42% of the participating shares (the Sale Shares) in a Cayman-domiciled fund whose sole asset is SJ Semiconductor Corporation (SJ Semiconductor).
Deferred consideration structure • The purchaser will pay 70 % of any distributable amount received from the fund, subject to a ceiling of USD10.00 million (HKD78.00 million). • No upfront payment is required; settlement occurs within 10 business days after each distribution. Once cumulative payments reach the USD10.00 million cap, no further consideration is due. • The arrangement links Ruihe Data’s cash outflow directly to the fund’s monetisation schedule, limiting maximum exposure while preserving liquidity.
Pricing rationale • Vendor and Ruihe Data chairman Mr. Xue Shouguang originally invested USD2.00 million in the Sale Shares. • The USD10.00 million cap was proposed by Mr. Xue after factoring in potential upside from SJ Semiconductor’s IPO on the Shanghai STAR Market, which commenced trading on 21 April 2026. • Directors, including independent non-executive directors, regard the terms as fair and commercially reasonable.
Fund profile • Net assets attributable to holders of participating shares stood at USD36.67 million as of 31 December 2024 and USD36.60 million as of 31 December 2025. • Total income was USD2.08 million in 2024 and USD3,000 in 2025, while operating results shifted from a USD2.01 million increase in net assets in 2024 to a USD0.06 million decrease in 2025. • The fund’s interests cannot be redeemed at the shareholder’s option; transfers require consent from the fund’s directors and the investment manager.
SJ Semiconductor financial highlights • Operating revenue rose from RMB4.71 billion in 2024 to RMB6.52 billion in 2025. • Net profit after tax surged from RMB213.65 million to RMB920.50 million over the same period. • Net asset value increased from RMB13.59 billion to RMB14.43 billion at year-end 2025.
Fund tenure and exit • The fund’s initial five-year term (starting 30 June 2023) may be extended by three years. • Post-IPO, the fund’s SJ Semiconductor shares are locked up for 12 months, after which orderly disposal is anticipated. Distributions from any sale will trigger the purchaser’s consideration payments and eventual compulsory redemption of the participating shares.
Investment manager credentials • The Hong Kong-licensed investment manager oversees nearly HKD1 billion across five funds and is 93 % owned by Mr. Gao Yihui, a veteran with 25 years in investment banking and private equity. • Responsible officers Mr. Gao and Mr. Hou Xuliang both serve on the fund’s board and possess sector expertise in semiconductors, AI and risk control.
Strategic rationale • Acquiring exposure via the fund avoided direct pre-IPO investment hurdles and provided professional post-investment management. • The structure offers Ruihe Data a low-cost entry, capped downside, and potential upside from SJ Semiconductor’s market performance, while aligning the chairman’s interests with those of minority shareholders.
Shareholders and investors are advised to exercise caution when dealing in Ruihe Data’s securities.
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