Moody Technology Holdings Limited — Proxy Solicitation & Information Statement 2022

Jul 20, 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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.

==> picture [24 x 29] intentionally omitted <==

==> picture [25 x 31] intentionally omitted <==

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)

(1) CREDITORS’ SCHEME; (2) PROPOSED ISSUE OF SCHEME SHARES UNDER SPECIFIC MANDATE;

(3) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; AND

(4) NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting of Moody Technology Holdings Limited to 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. or any adjournment thereof is set forth on pages 17 to 20 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 48 hours before the time fixed (i.e. Wednesday, 3 August 2022 at 2:30 p.m.) for holding the special general meeting (or any adjournment thereof) 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. Completion and return of the form of proxy will not preclude you from attending and voting in person at the special general meeting or any adjourned meeting if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

21 July 2022

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 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 aspects and not misleading or deceptive, and there are no other matters the omission of which would make any statement contained herein or this circular misleading.

– i –

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– ii –

DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the context indicates otherwise:

• ‘‘Account Holder(s)’’

• direct participant(s) in the Clearing Systems with their interests in the Notes being recorded in the books or other records maintained by the relevant Clearing System(s) as being a holder of a book-entry interest in the Notes;

• ‘‘Acting Chairman’’ acting chairman of the Board;

• ‘‘Adjudicator’’

such person with experience in the adjudication of Scheme Creditors’ Claims as the Scheme Administrators, in their absolute discretion, shall appoint;

• ‘‘Admitted Claims’’

all Scheme Claims against the Company which would be provable with reference to the relevant provisions in the Companies Ordinance or the CWUMPO on the date on which the Scheme becomes effective and which have been admitted by the Scheme Administrators or the Adjudicator (as the case may be) in accordance with the Scheme;

• ‘‘associate’’

has the meaning ascribed to it under the Listing Rules;

• ‘‘Bermuda Court’’ the Supreme Court of Bermuda;

• ‘‘Board’’ the board of Directors;

• ‘‘Bye-laws’’

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

• ‘‘Bonds’’

the unsecured bonds issued by the Company between 2014 and 2019, bearing interest rates at a range of 1.5% to 40% per annum which have fallen due and are outstanding as of the date on which the Scheme shall become effective;

• ‘‘Claims’’

any debt, liability or obligation of the Company (whether known or unknown, whether actual or contingent, whether present, future or prospective, whether liquidated or unliquidated), whether arising by virtue of contract, at common law, in equity or by statute in Hong Kong, Bermuda or in any other jurisdiction or in any manner whatsoever and which includes without limitation a debt or liability to pay money or money’s worth, any liability for breach of trust, any liability in contract (including any guarantee liability of the Company), tort or bailment and any liability arising out of an obligation to make restitution, together with all interest on such debt, obligation or liability;

– 1 –

DEFINITIONS

• ‘‘Clearing System(s)’’ each or all of the Depository, Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and any other system designed for similar or analogous purposes, as appropriate;

• ‘‘Companies Ordinance’’ the Companies Ordinance (Chapter 622 of the Laws of Hong Kong);

• ‘‘Company’’ Moody Technology Holdings Limited, a company incorporated in the Cayman Islands and continued in Bermuda with limited liability with its securities listed on the Stock Exchange;

• ‘‘Completion’’ due issue and allotment of the Scheme Shares to each Scheme Creditor with Admitted Claims;

• ‘‘Cut-off Date’’ A date to be specified by the Scheme Administrators, on the date falling three months after the Scheme becomes effective;

• ‘‘CWUMPO’’ the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong);

• ‘‘Depository’’ the Bank of New York Mellon, London Branch, acting through its nominee, The Bank of New York Depository (Nominees) Limited;

• ‘‘Directors’’ the directors of the Company;

• ‘‘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 PRC;

• ‘‘Hong Kong Court’’ the High Court of the Hong Kong Special Administrative Region;

‘‘Increase in Authorised the proposed increase in the authorised share capital of the Share Capital’’ Company 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 by the creation of an additional 10,000,000,000 new Shares, subject to the approval as an ordinary resolution of the Shareholder at the SGM;

– 2 –

DEFINITIONS

• ‘‘Independent Third Parties’’

• person or company who/which are not connected with (within the meaning of the Listing Rules) and are independent of the directors, chief executive and substantial shareholders of the Group or any of their respective associates;

• ‘‘Intermediaries’’ a person who holds an interest at the Record Time in any Notes on behalf of another person or other persons, and who does not hold that interest as an Account Holder;

• ‘‘Issue Price’’

• the price at which the Scheme Share is to be issued at HK$0.317 per Share;

• ‘‘January 2015 Note’’

• the 7% Bond issued by the Company in the form of a global certificate with an aggregate principal of HK$84,000,000 due 2018 with ISIN XS1155494997;

• ‘‘July 2022 Subscribers’’

• Independent Third Parties who entered into the July 2022 Subscription Agreements respectively;

• ‘‘July 2022 Subscription’’

• the subscription by the July 2022 Subscribers for, and the allotment and issue by the Company of, 12,546,128 Shares under the terms and subject to the conditions of the July 2022 Subscription Agreements, which has not been completed as at the Latest Practicable Date and which details are set out in the announcement of the Company dated 5 July 2022;

• ‘‘July 2022 Subscription Agreements’’

• the subscription agreements dated 5 July 2022 entered into between the Company and the July 2022 Subscribers in relation to the July 2022 Subscription;

• ‘‘June 2015 Note’’

• the 7% Bond issued by the Company in the form of a global certificate with an aggregate principal of HK$57,900,000 due 2018 with ISIN XS1224913159;

• ‘‘June 2017 Note’’

• the 7% guaranteed Bond issued by the Company in the form of a global certificate with an aggregate principal of HK$88,110,000 due 2019 with ISIN XS1633784266;

• ‘‘Last Trading Day’’

11 November 2020, being the date of the announcement of the Company in relation to the Company’s then proposed restructuring transaction involving the issue of Shares;

– 3 –

DEFINITIONS

• ‘‘Latest Practicable Date’’

18 July 2022, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular;

• ‘‘Listing Rules’’

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

• ‘‘Note Scheme Creditors’’

• person(s) with Claim(s) arising directly or indirectly pursuant to under or in connection with the Notes, including (but without double counting in each case), the Depositary, each of the Noteholders, the Account Holders and Intermediaries;

• ‘‘Note(s)’’

collectively, January 2015 Note, June 2015 Note and June 2017 Note, which were issued in global registered form with the global Notes being held by the Depositary, and the interests in the Notes held by Account Holders through the Clearing Systems under electronic systems designed to facilitate paperless transactions in respect of dematerialised securities;

• ‘‘Noteholder(s)’’

person(s) with a beneficial interest as principal in the Notes held in the form of a global certificate through the Clearing Systems as at the Record Time and which has a right, upon satisfaction of certain conditions, to be issued definitive notes in accordance with the terms of the Bonds;

• ‘‘PRC’’

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

• ‘‘Record Time’’ 10:00 a.m. (Hong Kong time) on 1 June 2022;

• ‘‘Sanction Order’’

• the order by the Hong Kong Court dated 28 June 2022 sanctioning the Scheme;

• ‘‘Scheme’’

the proposed scheme of arrangement for the Company entered or to be entered into between the Company and the Scheme Creditors pursuant to Sections 670 and 673 of the Companies Ordinance with, or subject to, the approval and any modification, addition or conditions approved or imposed by the Hong Kong Court;

– 4 –

DEFINITIONS

• ‘‘Scheme Administrators’’

• the persons appointed under the Scheme as the scheme administrators;

• ‘‘Scheme Claim(s)’’ a Claim which is not a preferential Claim, a secured Claim, a claim for Scheme Costs, and/or a claim by other companies within the Group against the Company;

• ‘‘Scheme Costs’’

• costs, charges, expenses and disbursements necessary and properly incurred before and after the date on which the Scheme becomes effective, in connection with the costs incurred by, inter alia, the provisional liquidators and legal advisor(s) for restructuring purpose, the administration and implementation of the Scheme including the fees and remuneration of the Scheme Administrators and the Adjudicator;

• ‘‘Scheme Creditors’’ person(s) with Scheme Claim(s), including but not limited to the Notes Scheme Creditor(s);

• ‘‘Scheme Shares’’

• a maximum aggregate of approximately 3,262,705,241 new Shares to be allotted and issued by the Company to the Scheme Creditors pursuant to the terms of the Scheme;

• ‘‘SFO’’

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

• ‘‘SGM’’ the special general meeting of the Company to be convened on Friday, 5 August 2022 at 2:30 p.m. at 20/F, OfficePlus@Sheung Wan, 93-103 Wing Lok Street, Sheung Wan, Hong Kong;

• ‘‘Share Consolidation’’ the consolidation of the shares of the Company on the basis of every ten ordinary share of HK$0.01 each in the issued share capital of the Company into one Share of HK$0.10 each, which became effective on 8 March 2022;

• ‘‘Share Subscription’’

• the subscription of the Scheme Shares at the Issue Price by the Scheme Creditor pursuant to the terms of the Scheme;

• ‘‘Share(s)’’

• the ordinary share(s) with par value of HK$0.10 each in the share capital of the Company;

• ‘‘Shareholder(s)’’

the registered holder(s) of the Share(s);

– 5 –

	DEFINITIONS
‘‘Specific Mandate’’	the specific mandate to be granted by the Shareholders to
	the Board at the SGM for the allotment and issue of
	Scheme Shares for the purpose of the Scheme;
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited; and
‘‘%’’	per cent.

– 6 –

LETTER FROM THE BOARD

==> picture [24 x 29] intentionally omitted <==

==> picture [25 x 31] intentionally omitted <==

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:

Mr. Li Wanyuan (Acting Chairman) Ms. Lin Yuxi

Independent Non-executive Directors: Mr. Chow Yun Cheung Mr. Lin Yugang Mr. Liu Junting

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

21 July 2022

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL;

(2) CREDITORS’ SCHEME;

(3) PROPOSED ISSUE OF SCHEME SHARES UNDER SPECIFIC MANDATE; AND (4) NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide Shareholders with, among others, (i) details regarding the increase in authorized share capital of the Company; (ii) details of the Scheme and the transactions contemplated thereunder; and (iii) a notice convening the SGM.

– 7 –

LETTER FROM THE BOARD

INCREASE IN AUTHORISED SHARE CAPITAL

As at the Latest Practicable Date, the authorised share capital of the Company was HK$1,000,000,000 divided into 10,000,000,000 Shares, of which 62,730,642 Shares had been issued and were fully paid or credited as fully paid up.

Taking into account the Scheme and the transactions thereunder and in order to accommodate future expansion and growth of the Group, the Board proposed to increase the authorised share capital of the Company 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 by the creation of additional 10,000,000,000 Shares, all of which will rank pari passu with all existing Shares. The proposed Increase in Authorised Share Capital is conditional upon the passing of the ordinary resolutions by the Shareholders at the SGM.

CREDITORS SCHEME

Reference is made to the announcements of the Company dated 11 November 2020, 11 April 2022, 18 May 2022, 9 June 2022 and 28 June 2022 in relation to the Scheme.

The Scheme mainly comprises the Share Subscription. Under the Scheme, the Company will issue Scheme Shares (details of which are set out in the paragraph headed ‘‘Issue of Scheme Shares under Specific Mandate’’ below) to the Scheme Creditors to discharge and release the Claims owing by the Company to the Scheme Creditors in full.

As set out in the announcements of the Company dated 9 June 2022 and 28 June 2022, (i) pursuant to the order dated 20 April 2022 made by the Hong Kong Court, the Scheme Meeting was held on 8 June 2022, at which the resolution to approve the Scheme was duly passed, and (ii) by the Sanction Order dated 28 June 2022 the Scheme has been sanctioned by the Hong Kong Court.

The Sanction Order will be filed with the Companies Registry in Hong Kong, and the Scheme will, subject to the fulfilment of the conditions precedent as listed below, become effective.

Upon the Scheme becoming effective, the Scheme Administrator will then assign the CutOff Date of the Scheme for the Note Scheme Creditors to file account holder letters and for all other Scheme Creditors to file notice of claims to the Company and notify the final amount of the claims of each of the Scheme Creditors. The account holder letters or notices of claim previously submitted for the purpose of voting at the Scheme Meeting shall be deemed to be an account holder letter or notice of claim for subscription purposes by such person.

The Scheme Creditors shall be entitled to receive Scheme Shares pursuant to the Scheme in full and final satisfaction of the Scheme Creditors’ claim against the Company in the principal amount equivalent to 100% of his Admitted Claim.

– 8 –

LETTER FROM THE BOARD

In the event that the final amounts of Admitted Claims require the Company to issue more Scheme Shares than the currently proposed issue of Scheme Shares under Specific Mandate, the Company intends to issue additional Scheme Shares complying with all applicable rules and regulations (including but not limited to convening general meeting to seek approvals from Shareholders whenever necessary and applying for listing on the Stock Exchange). Having said the above, the Company estimates that the chance of this should be minimal as the Company has all along maintain proper books and records and do not expect any valid material claim from unrecorded or off book liabilities. Further, the Company will make timely announcements to notify the Shareholders and potential investors the progress of the Scheme.

Conditions precedent to the Scheme

The Scheme will become binding and effective on the Company and the Scheme Creditors if the following conditions precedent are satisfied:

1. the approval of the Scheme having been obtained from the requisite majority (i.e., over 50% in number, representing not less than 75% in value of the Scheme Claims admitted for voting purpose) of the Scheme Creditors who, either in person or by proxy, is present and voting at the Scheme Meeting;

2. the Hong Kong Court sanctions the Scheme and an office copy of the order of the Hong Kong Court sanctioning the Scheme is delivered to and registered with the Registrar of Companies in Hong Kong;

3. the passing of the necessary resolutions by the Shareholders or independent Shareholders (as the case may be) at the SGM for the Scheme for the Increase in Authorised Share Capital of the Company and the allotment and issuance of the Scheme Shares to the Scheme Creditors; and

4. the Company having obtained either conditional approval or approval in-principle from the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Scheme Shares.

All the conditions precedents to the Scheme are not capable of being waived. As at the Latest Practicable Date, condition 1 has been satisfied, and in respect of condition 2, the Scheme has been sanctioned by the Hong Kong Court by the Sanction Order dated 28 June 2022.

ISSUE OF SCHEME SHARES UNDER SPECIFIC MANDATE

Subject to the Scheme becoming effective, the Company will implement the Share Subscription, under which it is estimated that the Company will allot and issue, in aggregate, up to approximately 3,262,705,241 Scheme Shares at the issue price of HK$0.317 per Scheme Share for settlement of all the Admitted Claims of the Scheme Creditors.

– 9 –

LETTER FROM THE BOARD

The principal terms of the Share Subscription are summarised as follows:

Issuer:

The Company

Maximum value of the Scheme Shares to be issued to the Scheme Creditors:

Up to approximately HK$1,034.3 million (subject to the determination of Admitted Claims in accordance with the terms of the Scheme)

Issue Price:

HK$0.317 per Scheme Share

The Issue Price of HK$0.317 per Scheme Share represents:

• (i) a discount of approximately 36.60% to the closing price of HK$0.500 per Share as quoted on the Stock Exchange on the Latest Practicable Date;

• (ii) a discount of approximately 34.23% to the average closing price of HK$0.482 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the Latest Practicable Date;

• (iii) a discount of approximately 84.54% to the closing price of HK$2.05 per Share (after taking into account the Share Consolidation) as quoted on the Stock Exchange on the Last Trading Day; and

• (iv) a discount of approximately 83.74% to the average closing price of HK$1.95 per Share (after taking into account the Share Consolidation) as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the Last Trading Day.

The Scheme Shares have an aggregate nominal value of up to HK$326,270,524.1.

– 10 –

LETTER FROM THE BOARD

According to the Scheme, the Issue Price shall be the lower of (i) HK$1.95 per Share or (ii) HK$0.317 per Share, being the average closing price as quoted on the Stock Exchange for the last five consecutive days immediately prior to 18 May 2022, being the date of notice of creditors’ meeting for the Scheme. The Issue Price was determined after considering, among other things, the share price performance of the Company and the acceptability of the Scheme Creditors towards the terms of the Scheme. The Directors consider that the terms of the Scheme (including the Issue Price) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

• Total maximum number of Scheme Shares to be issued:

up to 3,262,705,241 Scheme Shares (subject to the determination of Admitted Claims in accordance with the terms of the Scheme)

Assuming that there will be no other change to the issued share capital of the Company, the total number of Scheme Shares represent:

• (i) approximately 5,201.13% of the existing issued share capital of the Company as at the Latest Practicable Date;

• (ii) approximately 98.11% of the issued share capital of the Company as enlarged by the allotment and issue of Scheme Shares; and

• (iii) approximately 97.74% of the issued share capital of the Company as enlarged by the allotment and issue of the Scheme Shares and the Shares to be issued under the July 2022 Subscription Agreements.

The number of Scheme Shares to be allotted and issued to each Scheme Creditor shall be rounded down to the nearest integral number of Scheme Shares, and no fractions of Scheme Shares shall be allotted and issued, and in any event, no fractions of any Scheme Shares will be aggregated for allotment or issue.

Ranking of the Scheme Shares:

The Scheme Shares will rank pari passu in all respects with the Shares then in issue as at the date of the issue of the Scheme Shares.

– 11 –

LETTER FROM THE BOARD

Specific Mandate

The Scheme Shares will be allotted and issued under the Specific Mandate proposed to be sought from the Shareholders at the SGM.

Application for listing

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Scheme Shares to be allotted and issued under the Share Subscription.

REASONS AND BENEFITS OF THE SCHEME

The Group is principally engaged in the design, manufacturing and sales of fabrics, and the trading of shoes and clothes in the PRC.

For the financial year ended 31 December 2021, (i) the Group recorded a total comprehensive loss of approximately RMB100.5 million, (ii) the Group reported net current liabilities and net liabilities of approximately RMB1,071.63 million and RMB1,047.80 million respectively, with total assets of approximately RMB227.72 million and total liabilities of approximately RMB 1,275.51 million, and (iii) the Company recorded net current liabilities of approximately RMB652.93 million and net liabilities of approximately RMB822.53 million, with total assets of approximately RMB8.13 million and total liabilities of approximately RMB830.65 million. Accordingly, both the Company and Group are balance sheet insolvent.

As at 31 December 2020, the Company’s indebtedness largely comprised of a total of 230 Bonds issued by the Company in the aggregate principal amount of approximately RMB781.70 million, which amounted to 97.31% of the Company’s liabilities. All the Bonds are unsecured, bearing interest rates at a range of 1.5% to 40% per annum. Due to the insolvency of the Company, the maturity dates of the Bonds were accelerated such that all outstanding Bonds became due and payable. The Bonds were issued by the former management of the Company between 2014 and 2019 for the purpose of funding the construction of factories, developing the Group’s Fabrics Business and other business activities, and meeting the Group’s need for working capital in general.

To facilitate a restructuring of the Company’s indebtedness, the Company filed a windingup petition with the Bermuda Court on 10 October 2019, together with an application for the appointment of the Provisional Liquidators over the Company on a ‘‘light touch’’ basis for restructuring purposes only. On 24 October 2019, the Bermuda Court ordered that Mr. Tang Chung Wah and Mr. Kan Lap Kee of SHINEWING Specialist Advisory Services Limited and Mr. Edward Alexander Niles Whittaker of R&H Services Limited be appointed as the Provisional Liquidators of the Company. The appointment of the Provisional Liquidators was recognised by the Hong Kong Court on 24 January 2020.

– 12 –

LETTER FROM THE BOARD

Our Directors are of the view that the Scheme is necessary in order to compromise the Company’s existing indebtedness as part of the plan to return the Group to a position of solvency. If the Scheme becomes effective, the Company will practically return to solvency and the Board will proceed to implement the following business plan with the goal of returning the Group as a whole to solvency, by (i) conducting further fundraising exercises for the Group; (ii) expanding the scale of sales generated by the Group’s shoes and clothes business; and (iii) restructuring the loss-making fabrics business of the Group through reinvestment or divestment.

As at the Latest Practicable Date, the Company did not have any concrete plan and had not entered into any negotiation, agreement, arrangement or understanding (concluded or otherwise) relating to acquiring or injecting any new businesses into the Group or disposing or downsizing the Group’s existing business.

In light of the above, the Directors are of the view that the terms of the Scheme are fair and reasonable and the Scheme is in the interests of the Company and the Shareholders as a whole.

EQUITY FUNDRAISING ACTIVITIES IN THE PAST TWELVE MONTHS

Set out below is the summary of equity fund raising activities of the Company during the past twelve months immediately preceding the Latest Practicable Date:

Date of	Fundraising	Net proceeds	Intended		Unutilised
announcements	activities	raised/to be raised	use of proceeds	Actual use of proceeds	proceeds
18 July 2021,	Subscription of	Approximately	General working capital	Costs of debts restructuring of	Nil
21 July 2021	new shares	HK$7.80 million	of the Group and	approximately HK$1.5 million and
and 6 August	under general		cost of debt	general working capital of the
2021	mandate		restructuring	Group of approximately HK$6.3
				million, of which
				(i) approximately HK$3.0 million
				for repayment of interests, (ii)
				approximately HK$2.2 million for
				staff costs, (iii) approximately
				HK$1.1 million for legal and
				professional fees
13 April 2022 and	Subscription of	Approximately	General working capital	Costs of debts restructuring of	Approximately
11 May 2022	new shares	HK$2.42 million	of the Group and	approximately HK$1.0 million and	HK$1.0 million
	under general		cost of debt	general working capital of the
	mandate		restructuring	Group of approximately HK$0.42
				million, of which
				(i) approximately HK$0.32 million
				for staff costs,
				(ii) approximately HK$0.10 million
				for legal and professional fees
5 July 2022	Subscription of new	Approximately	General working capital	Subscription not yet	Subscription not yet
	shares under	HK$4.59 million	of the Group and	completed	completed
	general mandate		cost of debt
			restructuring

– 13 –

LETTER FROM THE BOARD

EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

Assuming that there is no other change in the issued share capital of the Company between the Latest Practicable Date and the date of Completion, the table below demonstrates the effect of the Share Subscription on the shareholding structure of the Company if (i) the maximum amount of Scheme Shares are issued; and (ii) the maximum amount of Scheme Shares are issued and the July 2022 Subscription is completed:

Shareholders of the Company Scheme Creditors Other Shareholders Total	As at the Latest Practicable Date Number of Shares Approximate % – – 62,730,642 100 62,730,642 100	Immediately after completion of the issue of Scheme Shares Number of Shares Approximate % 3,262,705,241 98.11 62,730,642 1.89 3,325,435,883 100	Immediately after completion of the issue of Scheme Shares and the July 2022 Subscription Number of Shares Approximate % 3,262,705,241 97.74 75,276,770 2.26 3,337,982,011 100	Immediately after completion of the issue of Scheme Shares and the July 2022 Subscription Number of Shares Approximate % 3,262,705,241 97.74 75,276,770 2.26 3,337,982,011 100
				100

To the best of the Directors’ knowledge and belief having made all reasonable enquires, (i) all the Scheme Creditors are Independent Third Parties of the Company, and (ii) the Company will remain in compliance with the minimum public float requirement under the Listing Rules upon completion of issue of the Scheme Shares. In the event that the public float falls below the minimum requirement prescribed under the Listing Rules, the Company will take necessary measures to re-comply with such requirement.

SGM

A notice convening the SGM to 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. is set forth on pages 17 to 20 of this circular.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 48 hours before the time fixed (Wednesday, 3 August 2022 at 2:30 p.m.) for holding the SGM (or any adjournment thereof) 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. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

– 14 –

LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted by a show of hands. Accordingly, each of the resolutions as put to vote at the SGM will be taken by way of poll. An announcement on the poll results of the SGM will be made by the Company after the SGM, in the manner prescribed under Rule 13.39(5) of the Listing Rules.

Any Shareholder with a material interest in the Scheme and the transactions contemplated thereunder and his close associates will be required to abstain from voting at the SGM on the relevant resolution(s) to approve (i) the Scheme and the transactions contemplated thereunder, including the grant of the Specific Mandate for the allotment and issue of Scheme Shares and (ii) the proposed Increase in Authorised Share Capital at the SGM. To the best of the Directors’ knowledge and belief having made all reasonable enquires, as at the Latest Practicable Date no Shareholder has a material interest in aforementioned matters, and accordingly no Shareholder is required to abstain from voting to approve the aforementioned resolutions.

Completion of the proposed Scheme is subject to the fulfilment of the conditions under the Scheme. Accordingly, the proposed Scheme may or may not proceed. Shareholders and potential investors of the Company should therefore exercise caution when dealing in the Shares.

CLOSURE OF BOOKS

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.

– 15 –

LETTER FROM THE BOARD

RECOMMENDATION

Having considered the above-mentioned benefits to the Group, the Directors consider that the Scheme and the transactions contemplated thereunder, the Share Subscription, the Increase in Authorised Share Capital are in the interests of the Company and the Shareholders as a whole.

Accordingly, the Directors recommend (i) the Shareholders to vote for the resolution to approve the Scheme and the transaction contemplated thereunder, and the granting of the Specific Mandate; and (ii) the Shareholders to vote for the resolution for Increase in Authorised Share Capital.

Yours faithfully For and on behalf of the Board Moody Technology Holdings Limited (Provisional Liquidators Appointed) (For Restructuring Purposes) Li Wanyuan

Acting Chairman and Executive Director

– 16 –

NOTICE OF SGM

==> picture [24 x 29] intentionally omitted <==

==> picture [25 x 31] intentionally omitted <==

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 SGM

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

2. (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

3. (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.’’

– 17 –

NOTICE OF SGM

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

2. (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

3. (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.’’

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

5. (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;

– 18 –

NOTICE OF SGM

• (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

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.

– 19 –

NOTICE OF SGM

1. 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.

2. 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.

3. 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.

– 20 –

PRECAUTIONARY MEASURES FOR THE SPECIAL GENERAL MEETING

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 special general meeting 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

– 21 –