Moody Technology Holdings Limited — Proxy Solicitation & Information Statement 2018

Dec 13, 2018

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Moody Technology Holdings Limited 滿地科技股份有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1400)

EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, 7 JANUARY 2019

FORM OF PROXY

I/We [(Note][1)]

of being the registered holder(s) of [(Note][2)] shares of HK$0.10 each (the “ Share ”) in the capital of Moody Technology Holdings Limited (the “ Company ”), hereby appoint the chairman of the Meeting or [(Note][3)] of as my/our proxy [(Note][4)] to act for me/us at the extraordinary general meeting (the “ Meeting ”) of the Company to be held at Suites 903–905, 9th Floor, Shun On Centre, 6–8 Harbour Road, Wanchai, Hong Kong on Monday, 7 January 2019 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the Meeting and at the Meeting, and at any adjournment thereof, to vote for me/us in my/our name(s) as indicated below in respect of such resolution and, if no such indication is given, as my/our proxy thinks fit.

shares of HK$0.10 each (the “ Share ”) in the capital of Moody

				SPECIAL RESOLUTIONS		FOR (Note 5)	AGAINST (Note 5)	AGAINST (Note 5)	AGAINST (Note 5)
		1.		(A) To approve the proposed Change of Domicile from the Cayman Islands to Bermuda by
				way of de-registration in the Cayman Islands and continuation of	the Company as an
				exempted company under the laws of Bermuda. (Note 6)
				(B) To approve the adoption of New Memorandum of Continuance of the Company. (Note 6)
				(C) To approve the adoption of New Bye-laws of the Company. (Note 6)
		2.		To approve the Cancellation of Share Premium Account. (Note 6)
		3.		To approve the proposed Capital Reorganisation, involving the Share	Consolidation, the
				Capital Reduction and the Share Subdivision. (Note 6)
				ORDINARY RESOLUTION		FOR (Note 5)	AGAINST (Note 5)
		1.		To approve, confirm and ratify the Placing Agreement and the transactions contemplated
				thereunder, to authorise the Directors to issue and allot the Convertible Bonds and to approve
				the grant of a specific mandate to the Directors to issue and allot Conversion Shares. (Note 6)
		Signed		this day of 2018/2019 Shareholder’s signature (Notes 7 & 8)
		Notes:
		1.		Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
		2.		Please insert the number of Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to		relate to all such Shares registered in your name(s).
		3.		Please insert the name and address of the proxy desired in the space provided. Any alteration made to this form of proxy must be initialled by the person who signs it. If no name is
				inserted, the duly appointed Chairman of the Meeting will set as your proxy.

1. A proxy need not be the Chairman of the Meeting. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed proxy in the space provided.

2. IMPORTANT: If you wish to vote for or against the resolution, please place a “ ✔ ” in the box marked “FOR” or the box marked “AGAINST” as appropriate. Failure to complete a box will entitle your proxy to cast your vote(s) or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the Meeting other than that referred to in the notice convening the Meeting.

3. The full text of these resolutions appear in the notice of the Meeting dated 13 December 2018. 7. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its seal or under the hand of an officer or attorney duly authorised to sign the same.

4. Where there are joint registered holders of any Share, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such Shares as if he were solely entitled thereto, but if more than one of such joint holders are present at the Meeting in person or by proxy, then one of the said persons so present whose name stands first on the register of members in respect of such Shares shall alone be entitled to vote in respect thereof.

5. A proxy need not be a member of the Company. 10. In order to be valid, this form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority, must be deposited at the office of the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed (i.e. Saturday, 5 January 2019) for the holding of the Meeting or any adjournment thereof. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof should you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.