hmvod Limited — AGM Information 2020

Aug 6, 2020

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

hmvod Limited h m v o d 視頻有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8103)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of hmvod Limited (the “ Company ”) will be held at R3–R5, United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Tuesday, 25 August 2020 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolution of the Company:

ORDINARY RESOLUTIONS

1. “ THAT subject to and conditional upon the granting by The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) of the listing of, and permission to deal in, the Consolidated Shares (as defined below) upon the Share Consolidation (as defined below) becoming effective:

   • (i) with effect from the date of passing of this resolution by the shareholders of the Company (“ Shareholders ”), every ten (10) existing Shares be consolidated into one (1) consolidated share (the “ Consolidated Share(s) ”) in the issued share capital of the Company (the “ Share Consolidation ”);

   • (ii) all of the Consolidated Shares resulting from the Share Consolidation shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions contained in the articles of association of the Company;

   • (iii) all fractional Consolidated Shares shall be disregarded and not be issued to the Shareholders of the Company and any fractional entitlements to the issued Consolidated Shares will be aggregated and, if possible, sold and the net proceeds shall be retained for the benefit of the Company by an agent appointed by the Company’s board of directors for that purpose; and

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• (iv) any one director of the Company (the “ Director(s) ”) be and is authorised to approve, sign and execute such documents and take any and all steps, and to do and/or procure to be done any and all acts and things which in his/her opinion may be necessary, desirable or expedient to implement and carry into effect this resolution.”

1. “ THAT

   • (i) subject to and conditional upon the passing of the resolution numbered 1 and conditional upon fulfillment of the conditions of the Underwriting Agreement (as defined below), the Rights Issue (as defined below) and the transactions contemplated thereunder be and are hereby approved;

   • (ii) the underwriting agreement in respect of the Rights Issue (as defined below) dated 19 May 2020 and made between the Company and Win Wind Securities Limited (as amended by two supplemental agreements dated 16 July 2020 and 29 July 2020 respectively) (the “ Underwriting Agreement ”) (a copy of which has been produced to the EGM marked “A” and signed by the chairman of the EGM for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

   • (iii) subject to the fulfillment of the conditions set out in the Underwriting Agreement, the allotment and issue of 71,128,435 rights shares (the “ Rights Shares ”) in the share capital of the Company pursuant to an offer by way of rights to the Shareholders at the subscription price of HK$0.85 per Rights Share on the basis of five (5) Rights Shares for every one (1) Consolidated Share held by the Shareholders whose names appear on the register of members of the Company on 7 September 2020 (the “ Record Date ”) as described in further details in a circular issued by the Company dated 7 August 2020 and on and subject to such terms and conditions as may be determined by the Directors (the “ Rights Issue ”), be and is hereby approved, confirmed and ratified;

   • (iv) the Directors be and are hereby authorised to allot and issue the Rights Shares pursuant to or in connection with the Rights Issue notwithstanding that the same may be offered, allotted or issued otherwise than pro rata to the existing Shareholders and, in particular, the Directors may make such exclusions or other arrangements in relation to any Shareholders whose addresses as of the Record Date are outside of Hong Kong (if any) as they deem necessary or expedient having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong, and to do all such acts and things as they consider necessary, desirable or expedient to give effect to any or all other transactions contemplated in this resolution; and

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• (v) the Directors be and hereby authorised to do all acts and things in connection with the allotment and issue of the Rights Shares, the implementation of the Rights Issue and the Underwriting Agreement, the exercise or enforcement of any of the Company’s rights under the Underwriting Agreement.”

3. “ THAT

• (i) Mr. Ho Alvin Tzuen Chung be re-elected as an executive Director.

• (ii) Ms. Sin Pui Ying be re-elected as an executive Director.”

By order of the Board hmvod Limited Lau Kelly Executive Director

Hong Kong, 7 August 2020

Registered Office: Head office and principal place Cricket Square Hutchins Drive of business in Hong Kong: P.O. Box 2681 Unit C, 8/F, D2 Place Two Grand Cayman KY1-1111 15 Cheung Shun Street Cayman Islands Cheung Sha Wan Kowloon, Hong Kong

Notes:

1. A member entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. 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 of shares in respect of which each such proxy is so appointed.

2. In order to be valid, the form of proxy and the power of attorney (if any), under which it is signed or a notarially certified copy thereof, must be lodged, at the office of the branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

3. Completion and return of a form of proxy will not preclude members of the Company from attending and voting in person at the EGM or any adjournment thereof should they so wish and in such event, the form of proxy shall be deemed to be revoked.

4. Where there are joint registered holders of any shares of the Company, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the said person as present whose name stands first on the register in respect of such share of the Company shall alone be entitled to vote in respect thereof.

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1. For the purpose of determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 19 August 2020 to Tuesday, 25 August 2020 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to qualify to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kongs, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, for registration not later than 4:00 p.m. on Tuesday, 18 August 2020.

2. If Typhoon Signal No. 8 or above, “extreme conditions” caused by super typhoons as announced by the Government of the Hong Kong Special Administrative Region or a “black” rainstorm warning is in effect any time after 6:00 a.m. on the date of the EGM, the meeting will be postponed. The Company will post an announcement on the website of the Company at www.hmvod.com.hk and on the “Latest Company Announcements” page of the GEM website at www.hkgem.com to notify shareholders of the Company of the date, time and place of the rescheduled meeting.

As at the date of this notice, the board of Directors comprises the following Directors:

Executive Directors:

Mr. Lau Kelly (Chief Executive Officer)

• Ms. Ho Chi Na

Mr. Ho Alvin Tzuen Chung

• Ms. Sin Pui Ying

Independent Non-executive Directors:

Mr. Ho Siu King, Stanley

Mr. Hau Chi Kit

• Mr. Ma Stephen Tsz On

This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 notice 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 notice misleading.

This notice will remain on the page of “Latest Company Announcement” on the GEM website for at least 7 days from the date of its postings and on the website of the Company at http://www.hmvod.com.hk.

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