MOG Digitech Holdings Limited — Proxy Solicitation & Information Statement 2021

Jul 23, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, 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 MOG Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the 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.

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MOG HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1942)

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND BUY-BACK SHARES;

(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS; AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at No. 1–2, 2nd Floor, Jalan Kajang Indah 1, Taman Kajang Indah, Sg Chua, 43000 Kajang, Selangor, Malaysia on Tuesday, 28 September 2021 at 11:00 a.m. is set out on pages 17 to 21 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular.

Whether or not you are able to attend the annual general meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the offices of the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

26 July 2021

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandate, Extension Mandate and Buy-back Mandate. . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II — Details of Directors proposed to be re-elected at
the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

DEFINITIONS

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

• ‘‘Alliance Vision’’

Alliance Vision Limited, a company incorporated in the British Virgin Islands on 8 May 2019 and an investment holding company, is wholly and beneficially owned by Dato’ Frankie Ng

• ‘‘Annual General Meeting’’ or ‘‘Meeting’’

the annual general meeting of the Company to be held at No. 1–2, 2nd Floor, Jalan Kajang Indah 1, Taman Kajang Indah, Sg Chua, 43000 Kajang, Selangor, Malaysia on Tuesday, 28 September 2021 at 11:00 a.m. or any adjournment thereof

• ‘‘Article’’

an article of the Articles of Association

• ‘‘Articles of Association’’ the articles of association of the Company

• ‘‘Audit Committee’’ the audit committee of the Board

• ‘‘Board’’ the board of Directors

• ‘‘Buy-back Mandate’’

a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to buyback Shares up to a maximum of 10% of the total number of issued Shares as at the date of passing of the resolution approving the Buy-back Mandate

• ‘‘close associate(s)’’

has the meaning ascribed thereto under the Listing Rules

‘‘Company’’ MOG 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

• ‘‘core connected person(s)’’ has the meaning ascribed thereto under the Listing Rules

• ‘‘Datin Bernice Low’’ Datin Low Lay Choo

• ‘‘Dato’ Frankie Ng’’ Dato’ Ng Kwang Hua

• ‘‘Dato’ Henry Ng’’ Dato’ Ng Chin Kee

• ‘‘Delightful Fortune’’

Delightful Fortune Limited, a company incorporated in the British Virgin Islands on 8 May 2019 and an investment holding company, is wholly and beneficially owned by Datin Bernice Low

• ‘‘Director(s)’’ the director(s) of the Company

– 1 –

DEFINITIONS

• ‘‘Extension Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares bought-back under the Buy-back Mandate will be added to the total number of Shares which may be allotted and issued under the General Mandate

• ‘‘General Mandate’’ the general mandate proposed to be granted to the Directors at the Annual General Meeting to issue further new Shares not exceeding 20% of the total number of issued Shares at the date of the passing of the resolution approving the General Mandate

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘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

• ‘‘Latest Practicable Date’’ 19 July 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• ‘‘Listing Date’’ 15 April 2020, the date on which the issued Shares were initially listed on the Stock Exchange

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Malaysia’’ the Federation of Malaysia

• ‘‘Nomination Committee’’ the nomination committee of the Board

• ‘‘Remuneration Committee’’ the remuneration committee of the Board

• ‘‘RM’’ Malaysian ringgit, the lawful currency of Malaysia

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘Share(s)’’ ordinary share(s) of HK$0.01 each in the share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Share(s)

– 2 –

DEFINITIONS

• ‘‘Sky Pleasure’’

Sky Pleasure Limited, a company incorporated in the British Virgin Islands on 8 May 2019 and an investment holding company, is wholly and beneficially owned by Dato’ Henry Ng

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’ The Hong Kong Codes on Takeovers and Mergers

‘‘%’’ per cent.

– 3 –

LETTER FROM THE BOARD

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MOG HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1942)

Executive Directors: Dato’ Frankie Ng (Chairman) Datin Bernice Low (Chief Executive Officer) Dato’ Henry Ng

Independent Non-Executive Directors:

Mr. Ng Chee Hoong Mr. Ng Kuan Hua Ms. Jiao Jie Puan Sri Datuk Seri Rohani Parkash Binti Abdullah

Registered Office: Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Unit B, 13th Floor Winsan Tower 98 Thomson Road Wanchai Hong Kong

Headquarters and principal place of business in Malaysia: No. 1–2, 2nd Floor Jalan Kajang Indah 1 Taman Kajang Indah Sg Chua, 43000 Kajang Selangor, Malaysia

26 July 2021

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND BUY-BACK SHARES;

(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS; AND (3) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The primary purpose of this circular is to give you details of the following proposals which, together with other ordinary business, will be proposed at the Annual General Meeting for consideration and, where appropriate, approval of the Shareholders:

• (a) to grant the General Mandate to the Directors and the extension thereof to the Directors;

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LETTER FROM THE BOARD

• (b) to grant the Buy-back Mandate to the Directors; and

• (c) to re-elect the Directors.

The notice of Annual General Meeting is set out on pages 17 to 21 of this circular.

GENERAL MANDATE, EXTENSION MANDATE AND BUY-BACK MANDATE

At the annual general meeting of the Company held on 25 September 2020, resolutions were passed by the Shareholders, among other things, to grant general and unconditional mandates to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with Shares and to buy-back Shares.

Such general mandates will lapse at the conclusion of the Annual General Meeting. Accordingly, the Company proposes to seek approval of the Shareholders at the Annual General Meeting to grant new general mandates to the Directors to exercise the above powers.

The General Mandate and the Buy-back Mandate shall be effective until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company; or

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, or any other applicable law of the Cayman Islands to be held; or

• (c) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors.

Under the Listing Rules, the Company is required to give to the Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution to renew the grant to the Directors of the Buy-back Mandate. The explanatory statement required by the Listing Rules to be included in this circular is set out in Appendix I of this circular.

General Mandate and Extension Mandate

The Company has in issue an aggregate of 500,000,000 Shares as at the Latest Practicable Date. Subject to the passing of the proposed resolution for the approval of the General Mandate and in accordance with the terms therein, the Company would be allowed to allot and issue up to a maximum of 100,000,000 Shares, representing 20% of the total number of issued Shares at the time of the passing of the resolution approving the General Mandate on the basis that no further Shares will be issued or bought-back by the Company prior to the Annual General Meeting.

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LETTER FROM THE BOARD

Subject to the passing of the proposed resolutions for the approval of the General Mandate and the Buy-back Mandate, an ordinary resolution will also be proposed to authorise the Directors to extend the General Mandate so granted to the Directors by adding thereto any Shares boughtback by the Company pursuant to the Buy-back Mandate.

As at the Latest Practicable Date, the Directors have no immediate plans to issue any new Shares other than any Shares which may fall to be issued under the share option scheme or any scrip dividend scheme which may be approved by the Shareholders.

Buy-back Mandate

At the Annual General Meeting, an ordinary resolution will be proposed to grant the Buy-back Mandate to the Directors. Subject to the passing of the proposed resolution for the approval of the Buy-back Mandate and in accordance with the terms therein, the Company would be allowed to buy-back up to a maximum of 50,000,000 Shares, representing 10% of the total number of issued Shares at the time of the passing of the resolution approving the Buy-back Mandate assuming that no further Shares will be issued or bought-back by the Company prior to the Annual General Meeting.

The full text of the above resolutions is set out in the resolutions numbered 4 to 6 in the notice of the AGM contained on pages 17 to 21 of this circular.

RE-ELECTION OF DIRECTORS

According to Article 84(1) and 84(2), one-third of the Directors for the time being, or if their number is not a multiple of three, then the number nearest to but not less than one-third shall retire from office by rotation at every annual general meeting. A retiring Director shall be eligible for reelection.

In accordance with Article 84(1) and 84(2), Dato’ Frankie Ng and Dato’ Henry Ng shall retire from their offices by rotation at the Annual General Meeting. Being eligible, Dato’ Frankie Ng and Dato’ Henry Ng will offer themselves for re-election at the Annual General Meeting.

According to Article 83(3), the Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director so appointed by the Board shall hold office only until the next following annual general meeting of the Company (in the case of an addition to the existing Board) or until the next following general meeting of the Company (in the case of filling a casual vacancy) and shall then be eligible for re-election.

In accordance with Article 83(3), Puan Sri Datuk Seri Rohani Parkash Binti Abdullah shall hold her office only until the Annual General Meeting and, being eligible, will offer herself for reelection.

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LETTER FROM THE BOARD

Recommendation of the Nomination Committee

The Nomination Committee had assessed and reviewed the written confirmation of independence of the independent non-executive directors (‘‘INEDs’’), based on the independence criteria as set out in Rule 3.13 of the Listing Rules and confirmed that all of them remain independent. After considered the skills, experience, professional expertise of the retiring Directors (the ‘‘Retiring Directors’’), independence of INEDs and current situation of board diversity, the Nomination Committee believe that the Retiring Directors are capable to provide good contributions to the Group. Therefore, the Nomination Committee nominated the retiring Directors, namely Dato’ Frankie Ng, Dato’ Henry Ng and Puan Sri Datuk Seri Rohani Parkash Binti Abdullah to the Board for it to propose to the Shareholders for re-election at the Annual General Meeting. As a good corporate governance practice, each of the Retiring Directors who were members of the Nomination Committee have abstained from voting at the relevant Nomination Committee meeting on the respective propositions of their recommendations to the Board for re-election.

At the Annual General Meeting, separate ordinary resolutions will be proposed to re-elect Dato’ Frankie Ng, Dato’ Henry Ng and Puan Sri Datuk Seri Rohani Parkash Binti Abdullah, respectively as Directors.

Particulars relating to Dato’ Frankie Ng, Dato’ Henry Ng and Puan Sri Datuk Seri Rohani Parkash Binti Abdullah are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

The resolutions to be proposed at the Annual General Meeting are set out in full in the notice of Annual General Meeting on pages 17 to 21 of this circular. Whether or not you intend to attend the Annual General Meeting, you are requested to complete 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, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, at the Annual General Meeting, the chairman of the Meeting will exercise his power under Article 66 of the Articles of Association to put each of the resolutions set out in the notice of Annual General Meeting to be voted by way of poll.

None of the Shareholders is required to abstain from voting at the Annual General Meeting pursuant to the Listing Rules and/or the Articles of Association.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of identifying shareholders who are entitled to attend the annual general meeting, the register of members of the Company will be closed from 23 September 2021 (Thursday) to 28 September 2021 (Tuesday) (both days inclusive), during which period no transfer

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LETTER FROM THE BOARD

of shares in the Company will be effected. In order to qualify for attending the Annual General Meeting, all transfers, accompanied by the relevant share certificates, have to be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 21 September 2021 (Tuesday).

RECOMMENDATION

The Directors believe that the proposed grant of the General Mandate, the Extension Mandate and the Buy-back Mandate and the proposed re-election of Directors are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the above resolutions to be proposed at the Annual General Meeting.

GENERAL

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.

Your attention is drawn to the information set out in the appendices to this circular.

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully, By Order of the Board MOG Holdings Limited Dato’ Frankie Ng

Chairman and Executive Director

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EXPLANATORY STATEMENT

APPENDIX I

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Buy-back Mandate.

1. BUY-BACK OF SHARES FROM CORE CONNECTED PARTIES

The Listing Rules prohibit a company from knowingly purchasing shares on the Stock Exchange from a ‘‘core connected person’’, that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective associates and a connected person is prohibited from knowingly selling his/her/its securities to the Company.

No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Buy-back Mandate is approved by the Shareholders.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 500,000,000 fully paid Shares.

Subject to the passing of the proposed resolution for the approval of the Buy-back Mandate and on the basis that no further Shares are issued or bought-back by the Company prior to the Annual General Meeting, the Company will be allowed under the Buy-back Mandate to buy-back a maximum of 50,000,000 Shares.

3. REASONS FOR THE BUY-BACK

The Directors believe that the Buy-back Mandate is in the best interests of the Company and the Shareholders as a whole. An exercise of the Buy-back Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that a buy-back will benefit the Company and the Shareholders as a whole.

4. FUNDING OF BUY-BACKS

Pursuant to the Buy-back Mandate, buy-back would be funded entirely from the Company’s available cash flow or working capital facilities which will be funds legally available under the laws of the Cayman Islands and the memorandum and Articles of Association for such purpose.

There might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts of the Company for the year ended 31 March 2021 in the event that the buy-back of Shares under the Buy-back Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the buy-back of Shares to such extent as would, in the

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EXPLANATORY STATEMENT

APPENDIX I

circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange since the Listing Date, and up to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2020
April (since the Listing Date)	0.83	0.39
May	0.51	0.335
June	0.63	0.36
July	0.77	0.455
August	0.78	0.59
September	0.80	0.60
October	0.93	0.62
November	0.80	0.65
December	0.71	0.59
2021
January	0.74	0.62
February	0.80	0.69
March	1.48	0.77
April	1.15	0.89
May	0.98	0.79
June	0.92	0.82
July (up to the Latest Practicable Date)	0.91	0.80

6. UNDERTAKING

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell to the Company or its subsidiaries any of the Shares in the Company if the Buy-back Mandate is approved at the Annual General Meeting and exercised.

The Directors have undertaken to the Stock Exchange that they will exercise the powers of the Company to make buy-backs pursuant to the Buy-back Mandate in accordance with the Listing Rules, the memorandum of association of the Company, the Articles of Association and the applicable laws of the Cayman Islands.

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EXPLANATORY STATEMENT

APPENDIX I

7. TAKEOVERS CODE

If, as a result of a securities buy-back, a Shareholder’s proportionate interest in the voting rights of the Company is increased, such an increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code), could obtain or consolidate control of the Company and becomes obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the following persons are substantial shareholders of the Company as recorded in the register required to be kept by the Company under Section 336 of the SFO:

			Approximate
		Number of class of	percentage of the
Name	Capacity	securities(2)	issued shares
Alliance Vision(1)	Beneficial owner	375,000,000	75%
		ordinary shares
Sky Pleasure(1 & 3)	Beneficial owner	375,000,000	75%
		ordinary shares
Delightful Fortune(1)	Beneficial owner	375,000,000	75%
		ordinary shares
Datin Lee Kwai Fah(3)	Interest of spouse	375,000,000	75%
(‘‘Datin Lee’’)		ordinary shares

In the event that the Directors will exercise in full the Buy-back Mandate, the interests in the Company of each of Dato’ Frankie Ng, Dato’ Henry Ng, Datin Bernice Low (through Alliance Vision, Sky Pleasure and Delightful Fortune respectively) and Datin Lee would increase to approximately 83.33% of the issued share capital of the Company. However, such increase will not give rise to any obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which may arise under the Takeovers Code as a consequence of any buy-backs pursuant to the Buy-back Mandate.

Assuming that there is no issue of Shares in the Company between the Latest Practicable Date and the date of the buy-back, an exercise of the Buy-back Mandate in whole or in part will result in the number of Shares in the public hands falling below the prescribed minimum percentage of 25% as required by the Stock Exchange. The Directors confirm that the Buy-back Mandate will not be exercised if the buy-back would result in the number of Shares which are in the hands of the public falling below 25% of the total number of Shares in issue (or such other percentage as may be prescribed as the minimum public shareholding under the Listing Rules).

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EXPLANATORY STATEMENT

APPENDIX I

Notes:

1. Pursuant to the acting in concert confirmation executed on 20 September 2019, Dato’ Frankie Ng, Dato’ Henry Ng and Datin Bernice Low confirmed through Alliance Vision, Sky Pleasure and Delightful Fortune, are regarded as a group of Controlling Shareholders acting in concert to exercise their voting rights in the Company and they together will be interested in a total of 75% of the Shares.

2. Interests in shares stated above represent long positions.

3. Datin Lee is the spouse of Dato’ Henry Ng and thus she is deemed to be interested in the Shares in which Dato’ Henry Ng is interested for the purpose of the SFO.

8. SHARES BUY-BACK MADE BY THE COMPANY

No buy-back of Shares has been made by the Company (whether on the Stock Exchange or otherwise) since the Listing Date, up to and including the Latest Practicable Date.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

The details of the Directors proposed to be re-elected at the Annual General Meeting are set out below:

Dato’ Frankie Ng

Dato’ Frankie Ng, aged 50, is the founder of the Group, one of the controlling shareholders of the Company, the chairman of the Board and the Nomination Committee, a member of the Remuneration Committee and an executive Director. He is responsible for the overall strategic planning and corporate policies as well as overseeing the operations of the Group. He is also a director of 54 subsidiaries of the Company.

Dato’ Frankie Ng attended high school in Sekolah Menengah Yu Hua Kajang (Yu Hua Kajang High School*), Selangor and left in July 1988. After that, he worked as a branch manager of Brilliant Optical Sdn. Bhd., an eyewear retailer, from April 1989 to December 1990 and from June 1992 to April 1995. Between January 1991 and May 1992, he was a branch manager of another eyewear retailer, England Optical Sdn. Bhd. Mr. Ng became a registered optician in Malaysia in June 1996. He became a director of Metro Designer Eyewear Sdn. Bhd. of the Group in September 1997. Mr. Ng has more than 29 years of experience in the eyewear retail industry. He was conferred Darjah Indera Mahkota Pahang (D.I.M.P.) which carries the honourary title ‘‘Dato’’ by His Majesty Sultan Haji Ahmad of Pahang Darul Makmur in 2016.

Dato’ Frankie Ng does not hold any directorship in any public listed companies in the last three years.

Apart from Datin Bernice Low and Dato’ Henry Ng, the executive Directors, are the spouse and brother of Dato’ Frankie Ng respectively, Dato’ Frankie Ng does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Dato’ Frankie Ng was interested and deemed to be interested in 375,000,000 Shares pursuant to Part XV of the SFO.

Dato’ Frankie Ng has entered into a service contract with the Company for a term of three years commencing from the Listing Date. Dato’ Frankie Ng is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provisions of the Articles of Association. Dato’ Frankie Ng is entitled to receive an annual emolument of RM850,000 and for his other work positions with the Group (which was determined with reference to his qualification, experience, the scope of responsibilities within the Group and the prevailing market conditions).

In relation to the proposed re-election of Dato’ Frankie Ng and so far as the Directors are aware, there are no other matters that need to be brought to the attention of the Shareholders nor other information relating to Dato’ Frankie Ng that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Dato’ Henry Ng

Dato’ Henry Ng, aged 54, is an executive Director of the Group. He is responsible for management and operation of the Group with focus on purchasing and merchandising. He is currently a director of several subsidiaries of the Company. Prior to joining the Group, Dato’ Henry Ng ran family business of a grocery store from 1988 to 1991. He then invested in and managed a Chinese restaurant from 1992 to 1995. His first directorship within the Group was in Metro Designer Eyewear Sdn. Bhd. in June 1997. Dato’ Henry Ng has more than 22 years of experience in the eyewear retail industry. He was conferred Darjah Indera Mahkota Pahang (D.I.M.P.) which carries the honourary title ‘‘Dato’’ by His Majesty Sultan Haji Ahmad of Pahang Darul Makmur in 2014. Dato’ Henry Ng became a registered optician in Malaysia in May 1999.

Dato’ Henry Ng does not hold any directorship in any public listed companies in the last three years.

Apart from Datin Bernice Low and Dato’ Frankie Ng, the executive Directors, are the sister in-law and brother of Dato’ Henry Ng respectively, Dato’ Henry Ng does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Dato’ Henry Ng was interested and deemed to be interested in 375,000,000 Shares pursuant to Part XV of the SFO.

Dato’ Henry Ng has entered into a service contract with the Company for a term of three years commencing from the Listing Date. Dato’ Henry Ng is subject to retirement by rotation and reelection at the annual general meeting of the Company in accordance with the provisions of the Articles of Association. Dato’ Henry Ng is entitled to receive an annual emolument of RM620,000 and for his other work positions with the Group (which was determined with reference to his qualification, experience, the scope of responsibilities within the Group and the prevailing market conditions).

In relation to the proposed re-election of Dato’ Henry Ng and so far as the Directors are aware, there are no other matters that need to be brought to the attention of the Shareholders nor other information relating to Dato’ Henry Ng that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

Puan Sri Datuk Seri Rohani Parkash Binti Abdullah (‘‘Puan Sri Datuk Seri Rohani Parkash’’)

Puan Sri Datuk Seri Rohani Parkash, aged 65, was appointed as an independent non-executive Director on 1 April 2021.

She obtained her Master of Business Administration from Oklahoma State University, United States of America in 1995, and her Bachelor of Arts (Hons) from Universiti Kebangsaan Malaysia in 1979.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Her career was primarily in the civil service and spanned the land and regional development, communication and multimedia, human resources and higher education sectors. She was extensively involved in international and policy aspects of these sectors and left the government service in 2012 as the Deputy Secretary General Ministry of Higher Education (Malaysia). She concluded her career in the public sector as a Senior Fellow at University Teknologi Malaysia.

During the period from June 2012 to August 2018, she was the President of PUSPANITA Kebangsaan (Association of Wowen Civil Servants and Wives of Civil Servants) which is a charity and volunteer organization.

Puan Sri Datuk Seri Rohani Parkash was appointed as the independent non-executive director of 7-Eleven Malaysia Holdings Berhad (stock code: 5250) and Symphony Life Berhad (stock code: 1538) on 10 February 2017 and 1 December 2017 respectively. Besides, she was an independent non-executive director of Duopharma Biotech Bhd (stock code: 7148) and Nylex Malaysia Berhad (stock code: 4944) during the period from 2 August 2016 to 31 May 2019 and 1 November 2016 to 31 May 2018, respectively. The shares of the above companies are listed on the Main Market of Bursa Malaysia Securities Berhad.

Save as disclosed, Puan Sri Datuk Seri Rohani Parkash does not hold any directorship in any public listed companies in the last three years.

Puan Sri Datuk Seri Rohani Parkash does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Puan Sri Datuk Seri Rohani Parkash did not have, directly or indirectly, any interest in Shares within the meaning of Part XV of the SFO.

Puan Sri Datuk Seri Rohani Parkash has entered into a letter of appointment with the Company commencing from 1 April 2021 for a term of three years. Puan Sri Datuk Seri Rohani Parkash will hold office until the next annual general meeting of the Company after her appointment and shall then be eligible for re-election at that meeting, thereafter subject to retirement by rotation at least once every three years at each annual general meeting in accordance with the Articles of Association. Pursuant to her service contract, Puan Sri Datuk Seri Rohani Parkash is entitled to monthly emolument of HK$12,000 which is determined by the Board with reference to her duties and responsibilities with the Company and the prevailing market conditions.

Based on the information contained in the confirmation on independence provided by Puan Sri Datuk Seri Rohani Parkash to the Company pursuant to Rule 3.13 of the Listing Rules prior to her appointment as independent non-executive Director, the Board had reviewed and evaluated the independence of Puan Sri Datuk Seri Rohani Parkash and was and is satisfied with her independence, and that Puan Sri Datuk Seri Rohani Parkash has the character, integrity, independence and experience required to fulfil and discharge the role and duties of an independent non-executive Director in the event that she is re-elected at the Annual General Meeting.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

In relation to the proposed re-election of Puan Sri Datuk Seri Rohani Parkash and so far as the Directors are aware, there are no other matters that need to be brought to the attention of the Shareholders nor other information relating to Puan Sri Datuk Seri Rohani Parkash that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

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MOG HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1942)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of MOG Holdings Limited (the ‘‘Company’’) will be held at No. 1–2, 2nd Floor, Jalan Kajang Indah 1, Taman Kajang Indah, Sg Chua, 43000 Kajang, Selangor, Malaysia on Tuesday, 28 September, 2021 at 11:00 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements and the reports of the directors (the ‘‘Directors’’) and the independent joint auditors (the ‘‘Joint Auditors’’) of the Company for the year ended 31 March 2021.

2. (a) Dato’ Ng Kwang Hua (‘‘Dato’ Frankie Ng’’) be re-elected as an executive Director;

3. (b) Dato’ Ng Chin Kee (‘‘Dato’ Henry Ng’’) be re-elected as an executive Director;

4. (c) Puan Sri Datuk Seri Rohani Parkash Binti Abdullah be re-elected as an independent non-executive Director; and

5. (d) the board of Directors (the ‘‘Board’’) be authorised to fix the remuneration of the Directors.

6. To consider the appointment of Mazars CPA Limited, Certified Public Accountants and Grant Thornton Malaysia PLT, Chartered Accountants as the Joint Auditors to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration.

To consider, as special business and, if thought fit, passing the following resolutions, with or without amendment, as ordinary resolutions:

1. ‘‘THAT:

2. (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the Company (the ‘‘Shares’’) and to make or grant offers, agreements, options, warrants or other securities convertible into Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options, warrants or other securities convertible into Shares, which might require the exercise of such powers after the end of the Relevant Period;

• (c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise), issued or dealt with by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the 20 per cent. of the total number of issued Shares on the date of the passing of this resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (the ‘‘Companies Law’’) or any applicable laws of the Cayman Islands to be held; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting;

‘‘Rights Issue’’ means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).’’

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NOTICE OF ANNUAL GENERAL MEETING

1. ‘‘THAT:

2. (a) the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to buy-back the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the ‘‘Securities and Futures Commission’’) and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Law and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

3. (b) the total number of Shares which may be bought-back by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the total number of issued Shares as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

4. (c) for the purposes of this resolution, ‘‘Relevant Period’’ means the period from the date of the passing of this resolution until whichever is the earliest of:

   • (i) the conclusion of the next annual general meeting of the Company;

   • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law or any other applicable law of the Cayman Islands to be held; and

   • (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.’’

5. ‘‘THAT conditional upon the ordinary resolution nos. 4 and 5 above being duly passed, the unconditional general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with unissued shares in the share capital of the Company pursuant to resolution no. 4 above be and is hereby extended by the addition thereto of an amount representing the aggregate number of Shares boughtback by the Company under the authority granted pursuant to resolution no. 5, provided that such amount shall not exceed 10 per cent. of the aggregate number of Shares in issue as at the date of passing of resolution no. 5.’’

By Order of the Board MOG Holdings Limited Dato’ Frankie Ng Chairman and Executive Director

Hong Kong, 26 July, 2021

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NOTICE OF ANNUAL GENERAL MEETING

Registered Office: Principal place of business Cricket Square in Hong Kong: Hutchins Drive Unit B, 13th Floor PO Box 2681 Winsan Tower Grand Cayman KY1-1111 98 Thomson Road Cayman Islands Wanchai Hong Kong

Headquarters and principal place of business in Malaysia: No. 1–2, 2nd Floor Jalan Kajang Indah 1 Taman Kajang Indah Sg Chua, 43000 Kajang Selangor, Malaysia

Notes:

1. Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

3. The register of members of the Company will be closed from 23 September 2021 (Thursday) to 28 September 2021 (Tuesday) (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for attending the annual general meeting, all transfers, accompanied by the relevant share certificates, have to be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 21 September, 2021 (Tuesday).

4. In relation to proposed resolution no. 2 above, Dato’ Frankie Ng and Dato’ Henry Ng will retire from their offices at the above meeting and, being eligible, will offer themselves for re-election pursuant to article 84(1) and 84(2) of the articles of association of the Company (the ‘‘Articles of Association’’). Puan Sri Datuk Seri Rohani Parkash Binti Abdullah will hold her office only until the above meeting pursuant to article 83(3) of the Articles of Association and, being eligible, will offer herself for re-election.

5. In relation to proposed resolution nos. 4 and 6 above, approval is being sought from the shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of shares under the Rules Governing the Listing of Securities (the ‘‘Listing Rules’’) on the Stock Exchange. The Directors have no immediate plans to issue any new Shares.

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NOTICE OF ANNUAL GENERAL MEETING

1. In relation to proposed resolution no. 5 above, the Directors wish to state that they will exercise the powers conferred thereby to buy-back shares in circumstances which they deem appropriate for the benefit of the shareholders. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to this circular.

2. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, at the annual general meeting, the chairman of the meeting will exercise his power under article 66 of the articles of association of the Company to put each of the resolutions set out in this notice to be voted by way of poll.

3. Completion and return of the form of proxy will not preclude members from attending and voting at the annual general meeting and in such event, the instrument appointing to proxy shall be revoked.

4. In light of the outbreak of the coronavirus disease 2019 (‘‘COVID-19’’) pandemic, to safeguard the health and safety of shareholders of the Company and other participants of the annual general meeting and to prevent the spreading of COVID-19, the Company will implement the following precautionary measures at the annual general meeting including, without limitation:

5. compulsory body temperature screening/checks;

6. mandatory use of surgical face masks;

7. appropriate distancing and spacing will be maintained and as such, the Company may limit the number of attendees at the annual general meeting as may be necessary to avoid over-crowding; and

8. no refreshment or drinks will be provided at the annual general meeting.

For the health and safety of shareholders of the Company, the Company encourages shareholders of the Company to appoint the Chairman of the annual general meeting as their proxy to vote according to their indicated voting instructions as an alternative to attending the annual general meeting in person. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

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