Moody Technology Holdings Limited — Proxy Solicitation & Information Statement 2021

Mar 2, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, 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 Moody Technology Holding Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchasers or transferees or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchasers or transferees.

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

(Incorporated in the Cayman Islands with limited liability and continued in Bermuda with limited liability)

(Stock Code: 1400)

(Provisional Liquidators Appointed) (For Restructuring Purposes)

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

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A letter from the Independent Board Committee is set out on page 11 of this circular and a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 12 to 23 of this circular.

A notice convening the EGM to be held at 24/F OfficePlus @Wan Chai, 303 Hennessy Road, Wan Chai, Hong Kong on 19 March 2021 at 2 p.m. is set out on pages EGM-1 to EGM-3 of this circular.

If you are unable to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the EGM (i.e. 17 March 2021 at 2 p.m.) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked. To ensure the health and safety of the attendees at the EGM, the Company intends to implement precautionary measures at the EGM including: (a) compulsory temperature checks at the entrance of the venue of the EGM; (b) attendees are required to wear their own surgical masks and those who had high temperature or not wearing surgical masks might be denied access to the venue of the EGM; (c) no corporate gift, refreshments or drinks will be provided at the EGM. For the health and safety of the shareholders of the Company, the Company would like to encourage shareholders of the Company to exercise their right to vote at the EGM by appointing the Chairman of the EGM as their proxy and to return their proxy forms by the time specified above, instead of attending the EGM in person.

2 March 2021

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from	the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Letter from	the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		EGM-1

– i –

DEFINITIONS

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

• ‘‘2020 AGM’’

the annual general meeting of the Company held on 25 August 2020

• ‘‘associate(s)’’

has the meaning as ascribed to it in the Listing Rules

• ‘‘Board’’

• the board of Directors

• ‘‘Bye-laws’’

• the bye-laws of the Company, as amended from time to time

• ‘‘Company’’

• Moody Technology Holdings Limited（滿地科技股份有限 公司）, a company incorporated in the Cayman Islands and continued in Bermuda with limited liability with its securities listed on the Stock Exchange (Stock code: 1400)

• ‘‘Current Issue Mandate’’

the general mandate approved and granted to the Directors at the 2020 AGM to allot, issue and deal with the Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the 2020 AGM

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

• ‘‘EGM’’

the extraordinary general meeting of the Company to be held at 24/F OfficePlus @Wan Chai, 303 Hennessy Road, Wan Chai, Hong Kong on 19 March 2021 at 2 p.m. for the purpose of considering, and if thought fit, approving the proposed grant of the New General Mandate, the notice of which is set out on pages EGM-1 to EGM-3 of this circular

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Hong Kong’’

the Hong Kong Special Administrative Region of the PRC

• ‘‘HK$’’

Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Independent Board Committee’’

• the independent board committee of the Board comprising all independent non-executive Directors, established for the purpose of advising the Independent Shareholders in relation to the New General Mandate

– 1 –

DEFINITIONS

• ‘‘Independent Financial Adviser’’

• ‘‘Independent Shareholder(s)’’

• ‘‘Latest Practicable Date’’

• ‘‘Listing Rules’’

• ‘‘PRC’’

• ‘‘New General Mandate’’

• ‘‘SFO’’

• ‘‘Share(s)’’

• Ever-Long Securities Company Limited, a licensed corporation under the SFO licensed to conduct Type 1 (dealing in securities), Type 6 (advising on corporate finance) and Type 9 (assets management) regulated activities under the SFO, being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the New General Mandate

• Shareholder(s) other than any controlling Shareholders and their associates or, where there are no controlling Shareholders, any Directors (excluding independent nonexecutive Directors) and the chief executive of the Company and their respective associates who shall hold Shares as at the date of the EGM

• 26 February 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

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

• the People’s Republic of China, for the purpose of this circular, excludes Hong Kong, the Macao Special Administrative Region and Taiwan

• a general mandate proposed to be granted to the Directors at the EGM to allot, issue or otherwise deal with the Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the EGM

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

• ordinary share(s) of nominal value of HK$0.01 each in the share capital of the Company

– 2 –

DEFINITIONS

‘‘Shareholder(s)’’ the holder(s) of the Shares ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘US’’ United States of America ‘‘%’’ per cent.

– 3 –

LETTER FROM THE BOARD

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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 and continued in Bermuda with limited liability)

(Stock Code: 1400)

(Provisional Liquidators Appointed)

(For Restructuring Purposes)

Executive Directors: Registered office: Mr. Lin Guoqin (Acting Chairman) Clarendon House Ms. Lin Yuxi 2 Church Street Hamilton HM 11 Independent Non-executive Directors: Bermuda Mr. Chow Yun Cheung Mr. Lin Yugang Principal place of Mr. Liu Junting business in Hong Kong: 20/F, Infinitus Plaza 199 Des Voeux Road Central Sheung Wan Hong Kong 2 March 2021

To the Independent Shareholders

Dear Sir/Madam

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

INTRODUCTION

The purpose of this circular is to provide you with (i) information in respect of the resolution to be proposed at the EGM regarding the proposed grant of the New General Mandate; (ii) the recommendation of the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the New General Mandate; and (iv) notice of the EGM.

– 4 –

LETTER FROM THE BOARD

EXISTING GENERAL MANDATE TO ISSUE SHARES

Pursuant to an ordinary resolution passed by the Shareholders at the 2020 AGM, the Directors were granted the Current Issue Mandate to allot and issue up to 60,504,216 Shares, representing 20% of the issued share capital of the Company as at the date of the 2020 AGM. There had not been any refreshment of the Current Issue Mandate since the AGM up to the Latest Practicable Date.

Fund raising activities under the Current Issue Mandate

Save for the fund raising activity mentioned below, the Company has not carried out other fund raising activities under the Current Issue Mandate since the 2020 AGM up to the Latest Practicable Date.

				Actual use
				of proceeds up		Unutilised proceeds
Date(s) of	Fund raising	Net proceeds	Intended use	to the Latest	Actual use	as at the Latest
Announcement	activities	raised	of proceeds	Practicable Date	of proceeds	Practicable Date
2 September 2020,	Placing of new	Approximately	Costs of debt	Approximately	Costs of debt	Approximately
27 September 2020 and	shares under	HK$8.50 million	restructuring and	HK$6.10 million	restructuring and	HK$2.40 million
30 September 2020	general mandate		general working		general working
			capital of the Group		capital of the Group

The Company intends to utilise the unutilised proceeds from placing as its general working capital of the Group in the first quarter of 2021, including the annual audit and other professional fees.

Extent of Current Issue Mandate utilised

Subsequent to the completion of the Placing as set out above, there remains no Shares issuable under the Current Issue Mandate as at the Latest Practicable Date.

– 5 –

LETTER FROM THE BOARD

Proposed New General Mandate

Subject to the Independent Shareholders’ approval of the New General Mandate, and assuming that no other Shares will be issued and/or repurchased by the Company on or prior to the date of the EGM, the Shares in issue as at the date of the EGM would be 363,025,299 Shares, which means that under the New General Mandate, the Directors would be authorised to allot, issue and deal with not more than 72,605,059 new Shares, being 20% of the Shares in issue as at the date of the EGM. The New General Mandate will, if granted, expire at the earliest of: (i) the date of the next annual general meeting; (ii) the date by which the next annual general meeting of the Company is required to be held by law or by its Bye-laws; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

Reasons for the proposed New General Mandate

The Company is an investment holding company. Its subsidiaries are principally engaged in sales of shoes and clothes mainly in Asia as well as the design, manufacturing and sales of fashions in the PRC.

The Board would like to provide flexibility for the Company to raise funds for its future business development and/or opportunities to be identified by the Company through equity financing. As at the Latest Practicable Date, the Group’s major funding needs are for general working capital in its ordinary and usual course of business and costs of debt restructuring. Given that equity financing (i) does not incur any interest expenses on the Group as compared with bank financing; (ii) is less costly and time-consuming than raising funds by way of rights issue or open offer; and (iii) provides the Company with the capability to capture any capital raising and/or prospective investment opportunity as and when it arises, the Board proposes the New General Mandate shall be granted to the Directors.

The Company had raised net proceeds of approximately HK$8.5 million from the Placing completed on 30 September 2020, which $6.1 million has been utilised as general working capital and costs of debt restructuring of the Group as at the Latest Practicable Date. As at the Latest Practicable Date, the Board is in the view that the remaining proceeds from the Placing of approximately HK$2.4 million shall be used up soon in view of the larger amount of immediate repayment obligations of the Group including payables, legal and professional fees, bank borrowings and unsecured bonds of the Company and other expenses. Although the Company had no concrete fundraising plan as at the Latest Practicable Date, a decision in respect of any fundraising opportunities is often required to be made within a very short period of time. As such, the Directors consider that the grant of the New General Mandate will allow the Company to capture any suitable fundraising opportunities in a timely manner that may arise before the 2021 AGM in order to meet its short-term liabilities.

– 6 –

LETTER FROM THE BOARD

The Directors are also in the view that debt financing may be subject to the difficulty of negotiations as compared to the equity financing available to the Company. Given the Group’s net current liabilities of approximately RMB795.5 million, unsecured bonds of approximately RMB781.9 million, and bank borrowings of approximately RMB170.6 million as at 30 November 2020 respectively, the Directors consider bank financing to be comparatively uncertain and timeconsuming as compared to equity financing.

Based on the total number of issued Shares as at the Latest Practicable Date (i.e. 363,025,299 Shares) and assuming that there is no change in the issued share capital of the Company prior to the date of the EGM, the New General Mandate, if granted, will allow the Directors to allot and issue up to 72,605,059 new Shares.

Fund raising activities of the Company in the past twelve months

				Actual use
				of proceeds up		Unutilised proceeds
Date(s) of	Fund raising	Net proceeds	Intended use	to the Latest	Actual use	as at the Latest
Announcement	activities	raised	of proceeds	Practicable Date	of proceeds	Practicable Date
6 March 2020,	Rights issue on the	Approximately	Costs of debt	Approximately	Costs of debt	Fully utilised
23 March 2020,	basis of one (1)	HK$10.4 million	restructuring, general	HK$10.4 million	restructuring, general
25 March 2020,	rights share for		working capital of		working capital of
3 April 2020 and	every two (2)		the Group and		the Group and
28 April 2020	existing shares		existing shoes and		existing shoes and
	(‘‘2020 Rights		clothing businesses		clothing businesses
	Issue’’)
2 September 2020,	Placing of new	Approximately	Costs of debt	Approximately	Costs of debt	Approximately
27 September 2020 and	shares under	HK$8.50 million	restructuring and	HK$6.10 million	restructuring and	HK$2.40 million
30 September 2020	general mandate		general working		general working
	(‘‘2020 Placing’’)		capital of the Group		capital of the Group

Save as disclosed above, the Company has not conducted any other equity fund raising activities in the past twelve months immediately preceding the Latest Practicable Date.

The theoretical dilution effect (with the meaning ascribed to it in Rule 7.27B of the Listing Rules) arising from the 2020 Rights Issue, the 2020 Placing and the utilisation of the New General mandate would be approximately 9.8%, being the discount of the theoretical diluted price (as defined in note 1(a) under Rule 7.27B of the Listing Rules) of approximately HK$0.170 to the benchmarked price (as defined in note 1(b) under Rule 7.27B of the Listing Rules) of HK$0.188.

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LETTER FROM THE BOARD

Potential dilution effect

Set out below is the shareholding structure of the Company as at the Latest Practicable Date and, for illustrative purpose only, the potential dilution effect on the shareholdings upon full utilisation of the New General Mandate assuming that the number of issued Shares remains unchanged between the Latest Practicable Date and the date of the EGM:

Existing public Shareholders Shares to be issued under the New General Mandate Total	As at the Latest Practicable Date No. of Shares % 363,025,299 100.00% – – 363,025,299 100.00%	Upon full utilisation of the New General Mandate (for illustrative purpose only) No. of Shares % 363,025,299 83.33% 72,605,059 16.67% 435,630,358 100.00%	Upon full utilisation of the New General Mandate (for illustrative purpose only) No. of Shares % 363,025,299 83.33% 72,605,059 16.67% 435,630,358 100.00%
			100.00%

In light of the New General Mandate will not result in a theoretical dilution effect of 25% or more, and taking into account (i) that the Current Issue Mandate has been fully utilised as at the Latest Practicable Date; (ii) the existing financial resources of the Group; (iii) the Group had immediate outstanding payments in an aggregate amount of approximately RMB1,213.4 million as at 30 November 2020, of which approximately RMB861.1 million has already fallen due, including but not limited to accounts payables of approximately RMB86.9 million, interest on bond and bank borrowings of approximately RMB59.6 million, unsecured bond of approximately RMB481.2 million, bank borrowings of approximately RMB140.6 million, legal and professional fees of approximately RMB1.3 million and other expenses. Except for the outstanding payments of approximately RMB1,213.4 million as at 30 November 2020, an additional outstanding payments of approximately RMB9.4 million shall fall due by the end of December 2020; (iv) the next annual general meeting of the Company will not be held about four months later; and (v) issuance of new Shares under the general mandate is less completion risk and time-consuming than alternative financing resolutions and enables the Company to capture any capital raising and/or prospective investment opportunity in a timely manner, the Directors consider that the grant of the New General Mandate is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

– 8 –

LETTER FROM THE BOARD

EGM

The EGM will be held at 24/F OfficePlus @Wan Chai, 303 Hennessy Road, Wan Chai, Hong Kong on 19 March 2021 at 2 p.m. for the Independent Shareholders to consider and approve, if thought fit, the proposed grant of the New General Mandate. The notice of the EGM is set out on pages EGM-1 to EGM-3 of this circular.

You will find enclosed a form of proxy for use at the EGM. If you are unable to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the EGM (i.e. 17 March 2021 at 2 p.m.) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

As the proposed grant of the New General Mandate is to be proposed to the Shareholders before the Company’s next annual general meeting, pursuant to the Listing Rules, this proposal is subject to the Independent Shareholders’ approval by way of poll at the EGM.

Implication under the Listing rules

According to Rule 13.36(4) of the Listing Rules, any controlling Shareholders and their associates or, where there are no controlling Shareholders, Directors (excluding independent nonexecutive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution to approve the proposed grant of the New General Mandate.

To the best of the Director’s knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, (i) there were no controlling Shareholders and their respective associates controlled or are entitled to exercise control over the voting rights in respect of the Shares and are required to abstain from voting in favour of the resolution for approving the proposed grant of the New General Mandate at the EGM; and (ii) there were no Directors, chief executive of the Company and their respective associates holding any Shares.

Independent Board Committee and Independent Financial Adviser

The Independent Board Committee, comprising Mr. Chow Yun Cheung, Mr. Lin Yugang and Mr. Liu Junting, all being independent non-executive Directors, has been established to advise the Independent Shareholders on the proposed grant of the New General Mandate. Ever-Long Securities Company Limited has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the New General Mandate.

– 9 –

LETTER FROM THE BOARD

RECOMMENDATION

Your attention is drawn to the letter of recommendation from the Independent Board Committee set out on page 11 of this circular and the letter of advice from the Independent Financial Adviser set out on pages 12 to 23 of this circular, which contains, among other matters, its advice to the Independent Board Committee and the Independent Shareholders in relation to the proposed New General Mandate and the principal factors considered by it in arriving at its recommendation.

The Independent Board Committee, having taken into account the advice of the Independent Financial Adviser, is of the opinion that the proposed grant of the New General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Company and its Shareholders and accordingly recommends the Independent Shareholders to vote in favour of the resolution relating to the proposed grant of the General Mandate at the EGM.

Accordingly, the Directors (including the independent non-executive Directors) consider that the proposed grant of the New General Mandate is fair and reasonable and is in the interests of the Company and the Shareholders as a whole. Therefore, the Directors (including the independent non-executive Directors) recommend the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

RESPONSIBILITY STATEMENT

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 Group. 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.

On behalf of the Board Moody Technology Holdings Limited Lin Guoqin

Acting Chairman

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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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 and continued in Bermuda with limited liability) (Stock Code: 1400)

(Provisional Liquidators Appointed)

(For Restructuring Purposes)

2 March 2021

To the Independent Shareholders

Dear Sir/Madam

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

We have been appointed as the Independent Board Committee to advise the Independent Shareholders in connection with the proposed grant of the New General Mandate, details of which are set out in the circular of the Company to the Independent Shareholders dated 2 March 2021 (‘‘Circular’’), of which this letter forms part. Terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.

Having considered the principal reasons and factors considered by, and the advice of Independent Financial Adviser in relation thereto as set out in the Circular, we are of the view that the terms of the New General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and that the proposed grant of the New General Mandate is in the interests of the Company and the Shareholders as a whole.

Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the proposed grant of the New General Mandate.

Yours faithfully

Independent Board Committee

Mr. Chow Yun Cheung Mr. Lin Yugang Mr. Liu Junting Independent non-executive Independent non-executive Independent non-executive Director Director Director

– 11 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of a letter of advice to the Independent Board Committee and the Independent Shareholders from Everlong Securities Company Limited dated 2 March 2021 prepared for the purpose of inclusion in this circular

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Room 1101-1102 & 1111-1112, 11/F, Wing On Centre, 111 Connaught Road Central, Sheung Wan, Hong Kong 香港上環干諾道中111號 永安中心11樓1101至02及11至12室

2 March 2021

To: The Independent Board Committee and the Independent Shareholders of Moody Technology Holdings Limited

Dear Sirs,

PROPOSED REFRESHMENT OF GENERAL MANDATE

I. INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders, in relation to the proposed refreshment of Current Issue Mandate (the ‘‘Proposal’’), details of which are contained in the Letter from the Board (the ‘‘Board Letter’’) in the circular of the Company dated 2 March 2021 (the ‘‘Circular’’), of which this letter forms part. Terms used in this letter shall have the same meanings as those defined in the Circular unless the context otherwise requires.

The Current Issue Mandate was granted to the Directors to allot and issue not more than 60,504,216 Shares, being 20% of the total number of issued Shares as at the date of the 2020 AGM held on 25 August 2020. As at the Latest Practicable Date, the Current Issue Mandate was fully utilised. Therefore, the Board proposes to refresh the general mandate for the Directors to allot and issue new Shares up to 20% of the issued share capital of the Company as at the date of passing of the relevant ordinary resolutions at the EGM.

Pursuant to Rule 13.36(4) of the Listing Rules, any refreshment of the Current Issue Mandate before the next annual general meeting requires the approval of the Independent Shareholders at a general meeting of the Company at which any controlling Shareholders and their associates or, where there are no controlling Shareholders, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting on the proposed resolution approving the Proposal. As at the Latest Practicable Date, to the best knowledge, information and belief of the Directors, (i) the Company had no controlling Shareholders; (ii) none of the Directors and the chief executive of the Company and their respective associates hold any Shares; and (iii) none of the Shareholders are required to abstain from voting on the proposed resolution approving the Proposal.

– 12 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee comprising all the independent non-executive Directors, namely Mr. Chow Yun Cheung, Mr. Lin Yugang and Mr. Liu Junting, has been formed to advise the Independent Shareholders on whether the Proposal is fair and reasonable and is in the interests of the Company and Shareholders as a whole. We, Ever-Long Securities Company Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

As at the Latest Practicable Date, we did not have any relationship with or interest in the Company or any other parties that could reasonably be regarded as relevant to our independence. In the last two years, we have not acted as the independent financial adviser to the Independent Board Committee and the Independent Shareholders for any transaction.

Apart from normal professional fees for our services to the Company in connection with this appointment, no arrangement exists whereby we will receive any benefits from the Company or any other parties that could reasonably be regarded as relevant to our independence. Accordingly, we consider that we are independent pursuant to the Listing Rules.

II. BASIS AND ASSUMPTIONS

In formulating our opinion, we have relied upon (i) the statements, information, opinions and representations contained in the Circular; (ii) the information and representations provided to us by the Company for which it is solely responsible; (iii) the opinions expressed by and the representations of the Directors and the management of the Group, and (iv) our review of the relevant public information. We have assumed that all the information provided and representations and opinions expressed to us or contained or referred to in the Circular were true, accurate complete in all respects as at the date thereof and may be relied upon. We have also assumed that all statements contained and representations made or referred to in the Circular are true at the time they were made and continue to be true as at the Latest Practicable Date and all such statements of belief, opinions and intentions of the Directors and the management of the Group and those as set out or referred to in the Circular were reasonably made after due and careful enquiry. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors and the management of the Group. We have also sought and received confirmation from the Directors that no material facts have been withheld or omitted from the information provided and referred to in the Circular and that all information or representations provided to us by the Directors and the management of the Group are true, accurate, complete and not misleading in all respects at the time they were made and continued to be so until the date of the Circular.

– 13 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We consider that we have reviewed all information and documents which are made available to us to enable us to reach an informed view and to justify our reliance on the information provided so as to provide a reasonable basis for our opinion. We have no reason to doubt the truth, accuracy and completeness of the statements, information, opinions and representations provided to us by the Company and their respective advisers nor to believe that material information has been withheld or omitted from the information provided to us or referred to in the aforesaid documents. We have not, however, conducted any independent verification of the information provided, nor have we conducted any independent investigation into the business and affairs of the Company or any of its subsidiaries or associates.

III. PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion in respect of the Proposal, we have considered the following principal factors and reasons:

1. Background of the grant of the New General Mandate

The Current Issue Mandate was granted to the Directors to allot and issue not more than 60,504,216 Shares, being 20% of the total number of issued Shares as at the of the 2020 AGM held on 25 August 2020. As a result of completion of the Placing of 60,504,216 new Shares on 30 September 2020, the Current Issue Mandate has been fully utilised. The Company has not made any refreshment of the Current Issue Mandate since the 2020 AGM up to the Latest Practicable Date. It is expected that the next annual general meeting of the Company (the ‘‘2021 AGM’’) will be held on or before 30 June 2021, which is about four months from the date of the Circular.

In order to provide flexibility for the Company to raise funds for its future business development and/or opportunities to be identified by the Company through equity financing prior to 2021 AGM, the Board proposes to seek the approval of the Independent Shareholders at the EGM to grant the New General Mandate such that the Directors will be granted the authority to allot and issue new Shares not exceeding 20% of the number of issued Shares as at the date of EGM. As at the Latest Practicable Date, the Company had an aggregate of 363,025,299 Shares in issues. Subject to the passing of the ordinary resolution approving the grant of the New General Mandate and on the basis that no further Shares are issued and/or repurchased by the Company from the Latest Practicable Date and up to the date of the EGM, the New General Mandate would allow the Directors to allot and issue a maximum of 72,605,059 new Shares.

– 14 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The New General Mandate, if granted, will last until whichever is the earliest of:

• (i) the date of the next annual general meeting;

• (ii) the date by which the next annual general meeting of the Company is required to be held by law or by its Bye-laws; and

• (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

2. Background of the Group

The Company is an investment holding company. Its subsidiaries are principally engaged in sales of shoes and clothes mainly in Asia as well as the design, manufacturing and sales of fashions in the PRC.

We have reviewed the annual report of the Company for the year ended 31 December 2019 (‘‘2019 Annual Report’’) and the interim report for the six months ended 30 June 2020 (the ‘‘2020 Interim Report’’). We noted that due to the outbreak of the COVID-19 and the Sino-US trade tensions, the Group recorded an audited loss of approximately RMB287.6 million for the year ended 31 December 2019 and an unaudited loss of approximately RMB74.4 million for the six months ended 30 June 2020, respectively.

The Group recorded revenue of approximately RMB517.7 million for the year ended 31 December 2019, representing an increase of approximately 106.5% as compared with revenue of RMB250.7 million in 2018, and loss attributable to owners of the Company decreased from loss of approximately RMB369.3 million in 2018 to loss of approximately RMB287.6 million in 2019, representing a decrease in loss of approximately 22.1% as compared with last year. The increase in revenue was mainly attributable to an increase in sales amounts in shoes and clothes, which was commenced in the fourth quarter of 2018. The decrease in net loss attributable to owners of the Company was mainly due to a decrease in impairment loss in trade receivables in 2019.

The Group recorded an unaudited turnover of approximately RMB187.5 million for the six months ended 30 June 2020, representing a decrease of approximately 7.3% from that of approximately RMB202.3 million for the previous corresponding period. The decrease in turnover was mainly due to the decrease in sales volume of fabrics and yarns in light of the outbreak of COVID-19 pandemic in early 2020.

As disclosed in the 2020 Interim Report, the outbreak of the novel coronavirus has had a material adverse impact on the Group’s business due to the worsened economic atmosphere in the PRC and globally, and such downtrend is expected to continue in the second half of 2020 or even in the first half of 2021.

– 15 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As at 31 December 2019, total assets of the Group amounted to approximately RMB460.5 million, representing a decrease of approximately 15.2% as compared to that of the total assets of RMB 543.2 million as at 31 December 2018. Such decrease was mainly attributable to the decrease in trade and other receivables. As at 30 June 2020, total assets of the Group amounted to approximately RMB379.1 million, representing a decrease of approximately 17.7% which mainly attributable to the decrease in trade and other receivables and property, plant and equipment.

As at 31 December 2019, total liabilities of the Group amounted to approximately RMB1,220.2 million, representing an increase of approximately 20.2% as compared to that of the total liabilities of RMB1,015.4 million as at 31 December 2018. Such increase was primarily attributable to the increase in the bank borrowing and accrued interest of the bank borrowing and trade payable. As at 30 June 2020, total liabilities of the Group amounted to approximately RMB1,201.1 million, representing a decrease of approximately 1.6% as compared to that of the total liabilities of approximately RMB1,220.2 million as at 31 December 2019. Such decrease was primarily attributable to the repayment of the bank borrowing.

As at 31 December 2019, the Group had net current liabilities of approximately RMB696.1 million with a current ratio of approximately 0.15, indicating that the Group may not have sufficient liquid assets to cover its short-term liabilities. As at 30 June 2020, the Group had net current liabilities of approximately RMB 776.9 million with a current ratio of approximately 0.13, indicating that the Group may not have sufficient liquid assets to cover its short-term liabilities.

The Group maintained to a net liability position of approximately RMB759.8 million and RMB822.0 million as at 31 December 2019 and 30 June 2020 respectively.

Taking into account (i) that the Group has been incurring losses from operations in the last two years and for the six month ended 30 June 2020; (ii) the novel coronavirus outbreak is expected to continue to affect the Group’s financial performance in the first half of 2021; (iii) the net current liabilities and net liabilities position of the Group; and (iv) that the Current Issue Mandate has been fully utilised and can only be renewed (if not refreshed now) at the 2021 AGM, which is favourable expected to be held on or before 30 June 2021, we consider that the Group’s liquidity position is under pressure in the near term. We consider that the grant of the New General Mandate would provide the Company with an additional financing option to raise further capital to ease such liquidity pressure prior to the 2021 AGM.

– 16 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

3. Reasons for the grant of the New General Mandate

As disclosed in the Letter from Board, given that the Current Issue Mandate has been fully utilised and the 2021 AGM is expected to be held on or before 30 June 2021, the Board proposes to seek the approval of the Independent Shareholders to grant the New General Mandate at the EGM such that should funding needs arise or attractive terms for investment become available prior to the 2021 AGM, the Board will be able to respond to the market and such investment opportunities promptly.

(i) Review on the Group’s cash resources

Based on the 2020 Interim Report, the Group had cash and cash equivalents of approximately RMB8.6 million with net current liabilities of approximately RMB776.9 million as at 30 June 2020. The Company has raised net proceeds of approximately HK$8.5 million from the Placing completed on 30 September 2020, which has been utilised as general working capital and costs of debt restructuring of the Group as at the Latest Practicable Date. As advised by the Directors, it is expected that the remaining proceeds from the Placing of approximately HK$2.4 million shall be used up soon in view of the larger amount of immediate repayment obligations of the Group including payables, legal and professional fees, bank borrowings and unsecured bonds of the Company and other expenses. Although the Company had no concrete fundraising plan as at the Latest Practicable Date, a decision in respect of any fundraising opportunities is often required to be made within a very short period of time. As such, we concur with the Directors that the grant of the New General Mandate will allow the Company to capture any suitable fundraising opportunities in a timely manner that may arise before the 2021 AGM in order to meet its short-term liabilities.

(ii) Review on the Group’s historical financial performance

In assessing whether the Company has an imminent need to refresh the Current Issue Mandate now prior to the 2021 AGM which is expected to be approximately four months away from the date of the Circular, we have reviewed (i) the unaudited consolidated management accounts of the Group for the eleventh months ended 30 November 2020; (ii) the payments made by the Company during the period from 1 December 2020 to 31 December 2020; (iii) the breakdown of the immediate repayment obligations of the Group as at 31 December 2020; and (iv) the breakdown of the average monthly operating expenses of the Group from 1 January 2020 to November 2020. Based on our review and discussion with the management of the Group in relation to the Group’s historical financial performance, we noted that (i) the Group had cash and cash equivalents of approximately RMB3.0 million with net current liabilities of approximately RMB795.5 million as at 30 November 2020; (ii) the Group had outstanding payments in an aggregate amount of approximately

– 17 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RMB1,213.4 million as at 30 November 2020, of which approximately RMB 861.1 million has already fallen due, including but not limited to accounts payables of approximately RMB 86.9 million, interest on bond and bank borrowings of approximately RMB59.6 million, unsecured bond of approximately RMB481.2 million, bank borrowings of approximately RMB140.6 million, legal and professional fees of approximately RMB1.3 million and other expenses. Except for the outstanding payments of approximately RMB1,213.4 million as at 30 November 2020, the additional outstanding payments of approximately RMB9.4 million shall fall due by the end of December 2020; and (iii) the estimated operating expenses of the Group of approximately RMB5.0 million (i.e. RMB1.0 million per month) prior to the 2021 AGM. The Company’s liquidity would be under pressure in the short run. On this basis, we consider that the Company has an imminent need to refresh the Current Issue Mandate now prior to the 2021 AGM. As at the Latest Practicable Date, the Company was in the progress of identifying suitable placing agent and has approached a number of licensed corporations to act as the placing agent. Should suitable fundraising opportunities on favourable terms arise prior to the 2021 AGM, the Company can utilise the New General Mandate for the proposed equity financing and the proceeds from which may be used for the repayment of its short-term liabilities which have already become due and/or general working capital.

As stated in the section headed ‘‘2. Background of the Group’’ above, the financial performance of the Group for the year ended 31 December 2019 and six months ended 30 June 2020 was adversely affected and caused by Sino-U.S. economic and trade frictions in 2019 and the outbreak of the novel coronavirus since January 2020. In addition, as disclosed in the 2020 Interim Report, the material adverse impact of the novel coronavirus outbreak on the Group’s business is expected to continue in the second half of 2020 or even in the first half of 2021. Given the uncertainties associated with the social incidents in Hong Kong, novel coronavirus outbreak and United States-Mainland trade tensions, we consider that having the fundraising capability through the grant of the New General Mandate is a prudent approach in maintaining the financial flexibility of the Group during the current economic downturn and therefore sufficient cashflow for the normal operation of the Group.

(iii) Analysis on the alternative financing resolutions

As set out in the Letter from the Board, the Directors have considered other financing alternatives apart from equity financing such as debt financing, rights issue, open offer, issuing shares under specific mandate or internal cash resources to meet the financial requirements of the Group, if appropriate, taking into account the then financial position, capital structure and flexibility of the Group as well as the prevailing market condition.

– 18 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Directors are of the view that debt financing may be subject to the difficulty of negotiations as compared to the equity financing available to the Directors. Given the Group’s net current liabilities of approximately RMB795.5 million, unsecured bonds of approximately RMB781.9 million, and bank borrowings of approximately RMB170.6 million as at 30 November 2020 respectively, the Directors consider bank financing to be comparatively uncertain and time-consuming as compared to equity financing.

Reference is made to the announcements made by the Company dated 15 October 2019, 16 October 2019, 25 October 2019, 3 February 2020, 2 March 2020, 23 October 2020 and 11 November 2020 respectively in relation to winding up petition of the Company, the Company is still obtaining feedback from the creditors, mainly the bondholders of the Company for the debt restructuring scheme. The Company targets to proceed with the debt restructuring scheme in the first quarter of year 2021. On the other hand, the Company is still negotiating with the local creditor banks in the PRC to renew or extend the existing bank borrowings owed by the PRC subsidiaries of the Group. In view of the above, the Director believed that it is difficult for the Company to issue more bonds or obtain additional bank borrowings at this stage.

As regards rights issue or open offer, the Directors consider that they may involve substantial time to complete as compared to equity financing by issuance of new Shares under general mandate. In our view, although both rights issue and open offer would allow the Shareholders to maintain their respective pro-rata shareholdings in the Company, a rights issue or an open offer normally takes at least five to six weeks (from announcement date). If shareholders’ approval is required, it may take over two months, this is primarily due to the time for the issuer to prepare a shareholder’s circular and the notice period for the shareholders’ meeting. In this regard, it would not satisfy the funding requirements for the project in a timely manner.

Furthermore, as compared to issuing Shares under general mandate, issuing Shares under specific mandate when the relevant terms regarding the fundraising plan is finalised will involve extra time, arising from the preparation, printing and despatch of the relevant circular and notice of extraordinary general meeting as well as the holding and convening of extraordinary general meeting for each occasion. The Directors consider that if the Company is able to identify any suitable fundraising opportunities with attractive terms prior to the 2021 AGM, the Board will be able to respond to the market promptly with the New General Mandate. As compared to obtaining specific mandate, the process of issuing Share under general mandate for fundraising is simpler and less lengthy which would allow the Company to avoid the uncertainties in such circumstances where approval for specific mandate may not be obtained in a timely manner.

– 19 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Directors have confirmed that they would exercise due and careful consideration when choosing the optimal financing method available to the Group to the best of their knowledge and belief.

Despite the proceeds from the possible issuance of new shares under the New General Mandate may not be able to facilitate the settlement of all overdue and outstanding liabilities of the Company, as mentioned above, after considering (i) it is difficult for the Company to issue more bonds or obtain additional bank borrowings at this stage; (ii) equity financing by issuance of new Shares under general mandate is simpler and less lengthy as compared to (a) obtaining specific mandate; or (b) rights issue or open offer, we are of the view that the grant of the New General Mandate is still the best option to the Company and the Shareholders.

In addition, the grant of the New General Mandate will provide the Company with an additional alternative and it is reasonable for the Company to have flexibility and discretion in deciding the financing methods for its operation and business development. As a result, we concur with the Directors that raising funds through issue of new Shares under the New General Mandate can better control the completion risk and time-efficient.

Based on the above, we concur with the Directors’ view that equity financing by way of utilising the New General Mandate will be more flexible, and time efficient than debt financing and other alternative equity financing methods, given that the New General Mandate (i) does not incur any interest paying obligations on the Group as compared to debt financing; (ii) is less time-consuming than other pre-emptive fund raising methods such as rights issue and open offer that lengthy discussion with potential commercial underwriters may be required, which may result in failure of financing in business development and/or acquisition of investment opportunities in a timely manner and commission would probably be incurred; (iii) provides the Company with the capability to capture any capital raising or prospective investment opportunity in a timely manner as and when it arises; and (iv) allows the Board to respond to the market promptly by way of issuing new Shares as consideration, should the Group be able to identify suitable investment(s). Hence, we are of the view that the New General Mandate is in the interests of the Company and the Shareholders as a whole.

– 20 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Conclusion

In summary, taking into account (i) that the Current Issue Mandate has been fully utilised as at the Latest Practicable Date; (ii) the existing financial resources of the Group; (iii) the immediate repayment obligations of the Group; (iv) the next annual general meeting of the Company will not be held about four months later; and (v) issuance of new Shares under the general mandate is less completion risk and time-consuming than alternative financing resolutions and enables the Company to capture any capital raising and/or prospective investment opportunity in a timely manner, we are of the view that the New General Mandate is in the interests of the Company and the Shareholders as a whole.

4. Fund raising activities of the Company during the past 12 months

Set out below is the summary of equity fund raising activity of the Company during the past twelve months immediately preceding the date of this Circular.

Date of	Fund raising	Net proceeds	Intended use of	Actual use of
announcement	activities	raised	proceeds	proceeds
6 March 2020,	Rights issue on	Approximately	Costs of debt	Use as
23 March 2020,	the basis of	HK$10.4	restructuring, general	intended
25 March 2020,	one (1) rights	million	working capital of
3 April 2020 and	share for		the Group and
28 April 2020	every two (2)		existing shoes and
	existing shares		clothing businesses
2 September 2020,	Placing of new	Approximately	General working capital	Use as
27 September 2020,	shares under	HK$8.5	of the Group and	intended
and 30 September	general	million	costs of debt
2020	mandate		restructuring

Save as disclosed above, the Directors confirmed that the Company had not conducted any other fund raising activities during the past 12 months immediately prior to the Latest Practicable Date.

– 21 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

5. Potential dilution effect

With reference to the section headed ‘‘Fund raising activities of the Company in the past twelve months’’ of the Letter from the Board, the theoretical dilution effect (as defined in Rule 7.27B of the Listing Rules) would be approximately 9.8% due to the 2020 Rights Issue, the 2020 Placing and the utilisation of the New General Mandate and it does not result in a theoretical dilution effect of 25% or more on its own. Taking into account the reasons for and benefits of the New General Mandate as stated above, we consider that the theoretical dilution effect on the shareholding interests of existing public Shareholders is justifiable.

Set out below is a table illustrating the shareholdings of the Company (i) as at the Latest Practicable Date; and (ii) upon full utilisation of the New General Mandate (assuming that no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date and up to the date of the EGM), for illustrative and reference purpose:

Shareholders Existing public Shareholders Holders of the Shares to be issued under the New General Mandate Total	As at the Latest Practicable Date No. of Shares Approximate % (Note) 363,025,299 100.0 – – 363,025,299 100.0	Upon full utilisation of the New General Mandate (assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date and up to the date of the EGM) No. of Shares Approximate % (Note) 363,025,299 83.33 72,605,059 16.67 435,630,358 100.0	Upon full utilisation of the New General Mandate (assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date and up to the date of the EGM) No. of Shares Approximate % (Note) 363,025,299 83.33 72,605,059 16.67 435,630,358 100.0
			100.0

Notes: The percentages are subject to rounding of figures.

As illustrated in the table above, upon full utilisation of the New General Mandate, 72,605,059 Shares will be issued, representing 20% of the number of issued Shares of the Company as at the Latest Practicable Date and approximately 16.67% of the number of issued Shares of the Company as enlarged by the Shares issued under the New General Mandate.

– 22 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date and up to the date of the EGM, the aggregate shareholding of the existing public Shareholders will decrease from approximately 100.0% as at the Latest Practicable Date to approximately 83.33% upon full utilisation of the New General Mandate.

We are aware that unlike other forms of equity fund raising such as rights issue and open offer which allow the Shareholders to maintain their respective pro-rata shareholding interests in the Company, the shareholdings of the Independent Shareholders will be diluted due to the new Shares to be issued upon the utilisation of the New General Mandate, however, taking into account that (i) the Proposal would provide the Company with the necessary flexibility to fulfil any possible funding needs for future business development and/or investment decisions; (ii) the Proposal would provide the Company with the necessary flexibility to strengthen the capital base of the Company; (iii) the obtaining of shareholders’ approval on specific mandate or other pro-rata equity fund raising will require relatively longer lead time; and (iv) the fact that the shareholdings of all existing Shareholders will be diluted proportionally to their respective shareholdings upon any utilisation of the New General Mandate on the condition that no new Shares under the New General Mandate are issued to existing Shareholders, we are of the view that the financial flexibility outweigh the dilution effect of the existing Shareholders and such potential dilution to the shareholdings of the existing public Shareholders to be justifiable and acceptable.

RECOMMENDATION

Having taken into account the above-mentioned principal factors and reasons, we concur with the view of the Board that the Proposal is fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders, as well as the Independent Shareholders, to vote in favour of the resolution to approve the Proposal.

Yours faithfully, For and on behalf of

Ever-Long Securities Company Limited Koid Chee Ling

Director

Note: Ms. Koid Chee Ling is licensed under the Securities and Futures Ordinance to carry on Type 6 (advising on corporate finance) regulated activity and is currently a responsible officer and sponsor principal of Ever-Long Securities Company Limited. She has over ten years of experience in the corporate finance industry.

– 23 –

NOTICE OF EGM

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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 and continued in Bermuda with limited liability) (Stock Code: 1400)

(Provisional Liquidators Appointed) (For Restructuring Purposes)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Moody Technology Holdings Limited (‘‘Company’’) will be held at 24/F OfficePlus @Wan Chai, 303 Hennessy Road, Wan Chai, Hong Kong on 19 March 2021 at 2 p.m. to consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT:

• (a) the general mandate granted to the directors of the Company (‘‘Directors’’) to allot, issue and deal with the unissued shares of the Company pursuant to an ordinary resolution passed at the annual general meeting of the Company held on 25 August 2020 be and is hereby revoked (without prejudice to any valid exercise of such general mandate prior to the passing of this resolution);

• (b) subject to the following provisions of this resolution, 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 of HK$0.01 each in the share capital of the Company (‘‘Shares’’), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

– EGM-1 –

NOTICE OF EGM

• (c) the approval in paragraph (b) of this resolution shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period (as defined below);

• (d) the aggregate nominal amount of share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (b) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Bye-laws;

shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (e) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from 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 Bye-laws or any applicable laws of Bermuda to be held; or

• (iii) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

– EGM-2 –

NOTICE OF EGM

‘‘Rights Issue’’ means an offer of Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions 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 any recognised regulatory body or any stock exchange in, any territory applicable to the Company).’’

By Order of the Board Moody Technology Holdings Limited (Provisional Liquidators Appointed) (For Restructuring Purposes) Lin Guoqin Acting Chairman

Hong Kong, 2 March 2021

Registered office: Principal place of Clarendon House business in Hong Kong: 2 Church Street 20/F, Infinitus Plaza Hamilton, HM 11 199 Des Voeux Road Central Bermuda Sheung Wan Hong Kong

Notes:

1. All resolutions at the meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates to purely a procedural or administrative matter to be voted on by a show of hands in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’), and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy (or more than one proxy if he is the holder of two or more shares) to attend and vote instead of him. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting (i.e. 17 March 2021 at 2 p.m.) or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

– EGM-3 –

NOTICE OF EGM

1. As at the date of this notice, the executive directors of the Company are Mr. Lin Guoqin and Ms. Lin Yuxi; and the independent non-executive directors of the Company are Mr. Chow Yun Cheung, Mr. Lin Yugang and Mr. Liu Junting.

2. If Typhoon Signal No. 8 or above, ‘‘extreme conditions’’ caused by super typhoons or a ‘‘black’’ rainstorm warning is in effect any time after 7: 00 a.m. on the date of the extraordinary general meeting, the meeting will be postponed. The C ompany will post an announcement on the website of Company at www.moodytech-holdingltd.com and on the website of the Stock Exchange at www.hkexnews.hk to notify shareholders of the date, time and place of the rescheduled meeting.

3. The Board is closely monitoring the impact of COVID-19 in Hong Kong. Should any changes be made to the extraordinary general meeting arrangements, the Company will notify shareholders via an announcement to be posted on the Company’s website (www.moodytech-holdingltd.com) and the website of the Stock Exchange (www.hkexnews.hk).

– EGM-4 –

PRECAUTIONARY MEASURES FOR THE EGM

The health of our shareholders, staff and stakeholders is of paramount importance to us. In view of the ongoing Novel Coronavirus (COVID-19) pandemic, the Company will implement the following precautionary measures at the EGM to protect attending shareholders, staff and stakeholders from the risk of infection: -

• (i) Compulsory body temperature checks will be conducted for every shareholder, proxy or other attendee at each entrance of the meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the meeting venue or be required to leave the meeting venue.

• (ii) The Company encourages each attendee to wear a surgical face mask throughout the meeting and inside the meeting venue, and to maintain a safe distance between seats.

• (iii) No refreshment will be served, and there will be no corporate gift.

In addition, the Company reminds all shareholders that physical attendance in person at the meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting instead of attending the meeting in person, by completing and return the proxy form attached to this document.

If any shareholder chooses not to attend the meeting in person but has any question about any resolution or about the Company, or has any matter for communication with the board of directors of the Company, he/she is welcome to send such question or matter in writing to our registered office or to our email at moodytech-holdingltd.com. If any shareholder has any question relating to the meeting, please contact Tricor Investor Services Limited, the Company’s Hong Kong branch share registrar and transfer office as follows: -

Tricor Investor Services Limited Level 54, Hopewell Centre 183 Queen’s Road East, Hong Kong Email: is-enquiries@hk.tricorglobal.com Tel: (852) 2980 1333 Fax: (852) 2810 8185

– EGM-5 –