Moody Technology Holdings Limited — Proxy Solicitation & Information Statement 2022

Jul 20, 2022

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

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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 SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the special general meeting of Moody Technology Holdings Limited (the ‘‘Company’’) will be held at 20/F, OfficePlus@Sheung Wan, 93-103 Wing Lok Street, Sheung Wan, Hong Kong on Friday, 5 August 2022 at 2:30 p.m. for the following purposes:

ORDINARY RESOLUTIONS

1. ‘‘THAT

   • (a) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) granting the listing of, and permission to deal in, the Scheme Shares (as defined in Ordinary Resolution no. 3 below), with immediate effect after such condition is fulfilled:

     • (i) the authorised share capital of the Company be increased from HK$1,000,000,000 divided into 10,000,000,000 shares to HK$2,000,000,000 divided into 20,000,000,000 Shares of HK$0.10 each by the creation of such number of additional Scheme Shares as shall be sufficient to increase the authorized share capital of the Company to HK$2,000,000,000 divided into 20,000,000,000 Shares of HK$0.10 each (the ‘‘Authorised Capital Increase’’); and

   • (b) any one or more directors of the Company (the ‘‘Directors’’) be and are hereby authorised generally to sign, execute and deliver such documents (including the affixation of the common seal of the Company where required) and do all such acts and things and to take all such steps as he/she/they may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Authorised Capital Increase.’’

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1. ‘‘THAT, subject to all the other resolutions set out in this notice being passed:

   • (a) the scheme of arrangement (the ‘‘Scheme’’) material particulars of which are disclosed in the scheme of arrangement document of the Company despatched to the creditors of the Company (details of the major terms of the Scheme are set out in the section headed ‘‘Letter from the Board – Creditors’ Scheme’’ in the circular of the Company dated 21 July 2022), which are to be proposed and effected as a scheme under Section 670 and 673 of the Companies Ordinance, be and are hereby approved; and

   • (b) any one or more Directors be and are hereby authorised generally to take all necessary steps and to do all such acts and things and execute all documents (including the affixation of the common seal of the Company where execution under seal is required) which he/she/they may consider necessary, desirable or expedient for the purpose of or in connection with, the implementation of and giving effect to any of the foregoing.’’

2. ‘‘THAT, subject to all the other resolutions set out in this notice being passed:

   • (a) conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Scheme Shares (as defined below), with immediate effect after such condition is fulfilled:

     • (i) the transactions contemplated under the Scheme in connection with the issue of the Scheme Shares be and are hereby approved;

     • (ii) the Directors be and are hereby granted a specific mandate (the ‘‘Specific Mandate’’) to allot and issue, pursuant to the Scheme, of up to 3,262,705,241 new ordinary shares of HK$0.10 each in the share capital of the Company (the ‘‘Scheme Shares’’) at the issue price of HK$0.317 per Scheme Share to the relevant creditors of the Company, provided that the Specific Mandate shall be in addition to and shall not prejudice nor revoke the existing general mandate (the ‘‘General Mandate’’) granted to the Directors by the shareholders of the Company in the annual general meeting of the Company on 29 June 2022 or such other general or specific mandate(s) which may from time to time be granted to the Directors prior to or after the passing of this resolution;

     • (iii) any one or more Directors be and are hereby authorised generally to take all necessary steps and to do all such acts and things and sign and execute all such documents (including the affixation of the common seal of the Company where execution under seal is required) which he/she/they may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the issue and allotment of the Scheme Shares.’’

By Order of the Board

Moody Technology Holdings Limited (Provisional Liquidators Appointed) (For Restructuring Purposes) Li Wanyuan

Acting Chairman and Executive Director

Hong Kong, 21 July 2022

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Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal place of business in Hong Kong: 20/F, Infinitus Plaza 199 Des Voeux Road Central Sheung Wan Hong Kong

Notes:

1. Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or, if he is holder of more than one share, more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

2. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at the branch share registrar and transfer office in Hong Kong of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed (i.e. Wednesday, 3 August 2022 at 2:30 p.m.) for holding the meeting (or any adjournment thereof).

3. The register of members of the Company will be closed from Tuesday, 2 August 2022 to Friday, 5 August 2022 (both days inclusive), during which period no transfer of shares in the Company will be registered, for the purpose of determining the identity of the shareholders entitled to attend and vote at the SGM. In order to qualify for attending and voting at the SGM to be held on Friday, 5 August 2022, all transfers of shares accompanied by the relevant share certificates and transfer forms, must be lodged with 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 not later than 4:30 p.m. on Monday, 1 August 2022.

4. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his/her attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised officer.

5. Delivery of the form of proxy will not preclude a member from attending and voting in person at the meeting convened and in such event, the form of proxy shall be deemed to be revoked.

6. If tropical cyclone warning signal no. 8 or above is hoisted or ‘‘extreme conditions’’ caused by super typhoons or a black rainstorm warning signal is in force at 12:00 noon on Friday, 5 August 2022, the meeting will be postponed and further announcement for details of alternative meeting arrangements will be made. The meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the meeting under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.

As of the date of this announcement, the executive Directors are Mr. Li Wanyuan and Ms. Lin Yuxi; and the independent non-executive Directors are Mr. Chow Yun Cheung, Mr. Lin Yugang and Mr. Liu Junting.

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