Moody Technology Holdings Limited — Proxy Solicitation & Information Statement 2022

Jan 26, 2022

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, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Moody Technology Holdings Limited (‘‘the Company’’), you should at once hand this circular to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchange 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 [27 x 33] intentionally omitted <==

==> picture [27 x 35] 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) PROPOSED SHARE CONSOLIDATION; (2) PROPOSED CHANGE IN BOARD LOT SIZE; AND

(3) NOTICE OF THE SGM

Capitalised terms used in this cover page shall have the same meanings as those defined in this circular.

A notice convening the SGM to be held at 20/F, OfficePlus@Sheung Wan, 93-103 Wing Lok Street, Sheung Wan, Hong Kong on Wednesday, 16 February 2022 at 10:00 a.m. is set out on pages SGM-1 to SGM-4 of this circular. If you are unable to attend the SGM, 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 SGM (i.e. Monday, 14 February 2022 at 10:00 a.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 SGM or any adjournment thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE SGM

Please see page SGM-4 of this circular for measures being taken to try to prevent and control the spread of the novel coronavirus (COVID-19) epidemic at the SGM, including:

• compulsory body temperature checks and health declarations

• seating at the SGM venue will be arranged so as to allow for appropriate social distancing

• compulsory wearing of a surgical face mask for each attendee

• no distribution of corporate gift or refreshment

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the meeting venue. The Company reminds the Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting as an alternative to attending the meeting in person. Subject to the development of COVID-19, the Company may be required to change the SGM arrangements at short notice. Shareholders should check the Company’s website for further announcements and updates on the SGM arrangements.

27 January 2022

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

– i –

DEFINITIONS

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

• ‘‘Board’’

the board of Directors

• ‘‘Business Day’’

• a day on which banks are generally open for business in Hong Kong, except a public holiday, Sunday and a Saturday or a day on which a tropical cyclone warning signal no.8 or above or a ‘‘black’’ rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.

• ‘‘CCASS’’

• the Central Clearing and Settlement System established and operated by HKSCC

• ‘‘CCASS Operational Procedures’’

• ‘‘Change in Board Lot Size’’

• the operational procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS, as amended from time to time the proposed change in board lot size of the Shares for trading on the Stock Exchange from 5,000 Existing Shares to 10,000 Consolidated Shares

• ‘‘Company’’

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

• ‘‘Consolidated Share(s)’’

• ordinary share(s) of HK$0.10 each in the issued share capital of the Company immediately after the Share Consolidation becoming effective

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

• ‘‘Existing Share(s)’’

• ordinary share(s) of HK$0.01 each in the issued share capital of the Company prior to the Share Consolidation becoming effective

• ‘‘General Rules of CCASS’’

• the terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permit, shall include the CCASS Operational Procedures

– 1 –

DEFINITIONS

• ‘‘Group’’

• the Company and its subsidiaries

• ‘‘HKSCC’’ the Hong Kong Securities Clearing Company Limited ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Latest Practicable Date’’ 25 January 2022, being the latest practicable date prior to the printing of this circular for ascertaining certain information for the purpose of inclusion in this circular

• ‘‘Listing Committee’’ has the same meaning ascribed thereto under the Listing Rules

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

• ‘‘SGM’’

the special general meeting of the Company to be convened for the purpose of considering, and if though fit, approving, among others, the Share Consolidation

• ‘‘Share(s)’’ the Existing Share(s) and/or the Consolidated Share(s), as the case may be

• ‘‘Share Consolidation’’ the proposed consolidation on the basis that every ten (10) Existing Shares be consolidated into one (1) Consolidated Shares

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

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

• ‘‘%’’ per cent

– 2 –

EXPECTED TIMETABLE

The expected timetable for the implementation of the Share Consolidation and the Change in Board Lot Size is as follows:

Event(s)	Time and date
	2022
Expected date of despatch of the circular with notice and
proxy form of the SGM . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . Thursday, 27 January
Latest date and time for lodging transfers of Shares
for attending and voting at the SGM . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m.
	on Thursday, 10 February
Closure of register of members (both dates	inclusive) . . . . . . . . . . . . . Friday, 11 February to
	Wednesday, 16 February
Latest date and time for lodging proxy form for the SGM . . . . . . . . . . . . . . . . . 10:00 a.m.
	on Monday, 14 February
Date and time of the SGM . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m.
	on Wednesday, 16 February
Announcement of voting results of the SGM . . . . . . . . . . . . . . . . . Wednesday, 16 February
The following events are conditional	upon the fulfilment of the conditions for the
implementation of the Share Consolidation as set out in the paragraph headed ‘‘Conditions
of the Share Consolidation’’:
Effective date of the Share Consolidation	. . . . . . . . . . . . . . . . . . . . . Friday, 18 February
First day of free exchange of existing share	certificates
for new share certificates for the Consolidated Shares . . . . . . . . . . . . Friday, 18 February
Commencement of dealings in Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m.
	on Friday, 18 February
Original counter for trading in the Existing	Shares
in board lots of 5,000 Existing Shares temporarily closes . . . . . . . . . . . . . . . . . 9:00 a.m.
	on Friday, 18 February
Temporary counter for trading in the Consolidated Shares
in board lots of 500 Consolidated Shares
(in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m.
	on Friday, 18 February

– 3 –

EXPECTED TIMETABLE

Original counter for trading in the Consolidated Shares	Original counter for trading in the Consolidated Shares
in new board lots of 10,000 Consolidated Shares
(in the form of new share certificates) re-opens	. . . . . . . . .	. . . . . . . . . . . . . . 9:00 a.m.
		on Friday, 4 March
Parallel trading in the Consolidated Shares
(in form of new share certificates and
existing share certificates) commences . . . . . .	. . . . . . . . .	. . . . . . . . . . . . . . 9:00 a.m.
		on Friday, 4 March
Designated broker starts to stand in the market
to provide matching services for the sale and
purchase of odd lots of the Consolidated Shares	. . . . . . . . .	. . . . . . . . . . . . . . 9:00 a.m.
		on Friday, 4 March
Designated broker ceases to stand in the market to
provide matching services for the sale and
purchase of odd lots of the Consolidated Shares	. . . . . . . . .	. . . . . . . . . . . . . . 4:00 p.m.
		on Thursday, 24 March
Temporary counter for trading in the Consolidated Shares
in board lots of 500 Consolidated Shares
(in the form of existing share certificates) closes	. . . . . . . .	. . . . . . . . . . . . . . 4:10 p.m.
		on Thursday, 24 March
Parallel trading in the Consolidated Shares
(in form of new share certificates and
existing share certificates) ends . . . . . . . . . .	. . . . . . . . .	. . . . . . . . . . . . . . 4:10 p.m.
		on Thursday, 24 March
Last day and time for free exchange of
existing share certificates for new share certificates
for the Consolidated Shares . . . . . . . . . . . .	. . . . . . . . .	. . . . . . . . . . . . . . 4:30 p.m.
		on Monday, 28 March

The expected timetable set out above is subject to the results of the SGM and is therefore for indicative purpose only. All times and dates in this circular refer to Hong Kong local times and dates. Any changes to the expected timetable will be announced in a separate announcement by the Company as and when appropriate.

– 4 –

LETTER FROM THE BOARD

==> picture [27 x 32] intentionally omitted <==

==> picture [27 x 35] 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:

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

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

Independent Non-Executive Directors: Bermuda Mr. Lin Yugang Mr. Chow Yun Cheung Principal Place of Business Mr. Liu Junting in Hong Kong: 20/F, Infinitus Plaza 199 Des Voeux Road Central Sheung Wan Hong Kong

27 January 2022

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED SHARE CONSOLIDATION; (2) PROPOSED CHANGE IN BOARD LOT SIZE; AND

(3) NOTICE OF THE SGM

INTRODUCTION

Reference is made to the announcement by the Company dated 13 January 2022 relating to the proposed Share Consolidation and Change in Board Lot Size.

– 5 –

LETTER FROM THE BOARD

The purpose of the circular is to provide the Shareholders with, among other things, (i) further details of the Share Consolidation and the Change in Board Lot Size; and (ii) a notice of the SGM.

I. PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every ten (10) Existing Shares be consolidated into one (1) Consolidated Share.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the following conditions being satisfied:

• (i) the passing of an ordinary resolution by the Shareholders at the SGM to approve the Share Consolidation;

• (ii) the Listing Committee of the Stock Exchange granting the approval for listing of, and permission to deal in the Consolidated Shares upon the Share Consolidation becoming effective; and

• (iii) the compliance with the relevant procedures and requirements under Hong Kong laws (where applicable) and the Listing Rules to effect the Share Consolidation.

Subject to the satisfaction of all the above conditions, it is expected that the Share Consolidation will become effective on Friday, 18 February 2022, being one clear Business Day after the date of the SGM.

Effects of the Share Consolidation

As at the Latest Practicable Date, 522,755,359 Existing Shares have been allotted and issued, and are fully paid or credited as fully paid. Upon the Share Consolidation becoming effective and on the basis that the Company does not allot, issue or repurchase any Existing Shares prior thereto, not less than 52,275,535 Consolidated Shares will be in issue. Other than the relevant expenses incurred, the implementation of the Share Consolidation will have no effect on the consolidated total asset value of the Group, nor will it alter the underlying assets, business, operations, management or financial position of the Group or the interests of the Shareholders as a whole, save for any fractional Consolidated Shares (if any) to which the Shareholders would otherwise be entitled. The Board believes that the Share Consolidation will not have any material adverse effect on the financial position of the Company.

– 6 –

LETTER FROM THE BOARD

Adjustments in relation to other securities of the Company

The Company has no outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into Existing Shares as at the Latest Practicable Date.

Status of the Consolidated Shares

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other, and the Share Consolidation will not result in any change in the relative rights of the Shareholders.

Listing application

An application has been made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange upon the Share Consolidation becoming effective, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS.

None of the Existing Shares or debt securities of the Company are listed or dealt in on any other stock exchange other than the Stock Exchange. Upon the Share Consolidation becoming effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares, if any, will be disregarded and will not be issued to Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of share certificates held by such holder.

– 7 –

LETTER FROM THE BOARD

Shareholders who are concerned about losing out on any fractional entitlement are recommended to consult their licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser and may wish to consider the possibility of buying or selling the Existing Shares in a number sufficient to make up an entitlement to receive a whole number of Consolidated Shares.

II. PROPOSED CHANGE IN BOARD LOT SIZE

As at the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in the board lot size of 5,000 Existing Shares. The Board proposes to change the board lot size for trading on the Stock Exchange from 5,000 Existing Shares to 10,000 Consolidated Shares conditional upon the Share Consolidation becoming effective.

Based on the closing price of HK$0.022 per Existing Share (equivalent to the theoretical closing price of HK$0.22 per Consolidated Share) as at the Latest Practicable Date, (i) the value of each existing board lot of Existing Shares is HK$110; (ii) the value of each board lot of 5,000 Consolidated Shares would be HK$1,100 assuming the Share Consolidation becoming effective; and (iii) the estimated value per board lot of 10,000 Consolidated Shares would be HK$2,200 assuming that the Change in Board Lot Size had also been effective.

The Change in Board Lot Size will not result in change in the relative rights of the Shareholders.

Odd lots trading arrangement

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company has appointed China Sky Securities Limited as an agent to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares during the period from 9:00 a.m. on Friday, 4 March 2022 to 4:00 p.m. on Thursday, 24 March 2022 (both days inclusive). Shareholders who wish to use this matching service should contact Mr. Simon Yuen at Unit 2302-03, West Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong or at the telephone number (852) 2680 7888 during office hours of such period.

– 8 –

LETTER FROM THE BOARD

Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

Shareholders or potential investors should note that (i) odd lots will be created after the Share Consolidation and the Change in Board Lot Size; (ii) odd lots arrangements do not guarantee successful matching of all odd lots at the relevant market price; and (iii) odd lots might be sold below the market price.

Exchange of share certificates

Subject to the Share Consolidation becoming effective, which is currently expected to be on Friday, 18 February 2022, being one clear Business Day after the date of the SGM, Shareholders may between 9:00 a.m. and 4:30 p.m. on any Business Day during the period from Friday, 18 February 2022 until Monday, 28 March 2022 (both days inclusive), submit share certificates for the Existing Shares (in blue colour) to the share registrar of the Company, Tricor Investor Services Limited of Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, to exchange, at the expense of the Company, for new share certificates of the Consolidated Shares (in green colour)(on the basis of ten (10) Existing Shares for one (1) Consolidated Share). Thereafter, share certificates of Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the Consolidated Shares, whichever the number of certificates cancelled/issued is higher.

Nevertheless, after 4:10 p.m. on Thursday, 24 March 2022, share certificates for the Existing Shares (in blue colour) will continue to be good evidence of legal title and may be exchanged for new share certificates for the Consolidated Shares (in green colour) at any time but will not be accepted for trading, settlement and registration.

– 9 –

LETTER FROM THE BOARD

III. REASONS FOR THE PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE

Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of the issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer is required either to change the trading method or to proceed with a consolidation or splitting of its securities. Further, according to the ‘‘Guide on Trading Arrangements for Selected Types of Corporate Actions’’ issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 30 August 2019, (i) any trading price less than HK$0.10 will be considered as approaching the extremities of HK$0.01 as referred to under Rule 13.64 of the Listing Rules; and (ii) taking into account the minimum transaction costs for a securities trade, the expected board lot value should be greater than HK$2,000.

During the past six months before the Latest Practicable Date (the ‘‘Review Period’’), the Existing Shares had been constantly traded at below HK$0.1 and the existing board lot value had been less than HK$2,000. The closing prices of the Existing Shares ranged from HK$0.022 to HK$0.110 over the past six months. By considering the highest daily closing price of HK$0.110 and the current board lot size of 5,000, the value per board lot during the Review Period were lower than HK$2,000. The Company noted that there has been a continuous decreasing trend of its Share price, however, the Company is not aware of any particular reason for the decreasing Share price movement during the Review Period.

As such, the Share Consolidation and the Change in Board Lot Size will increase the nominal value of the Shares from HK$0.01 per Share prior to the Share Consolidation to HK$0.1 per Share upon the Share Consolidation becoming effective, and would allow a corresponding upward adjustment in the expected value per board lot. Thus, it would enable the Company to comply with the trading requirements under the Listing Rules. In addition, the Share Consolidation would reduce the overall transaction and handling costs of dealings in the shares of the Company as a proportion of the market value of each board lot, which will make investing in the Shares more attractive to investors, especially considering that brokers generally charge a fee per board lot traded.

In view of the above reasons, the Board considers that each of the Share Consolidation and Change in Board Lot Size is justifiable notwithstanding of the potential costs and impact arising from creation of odd lots to Shareholders. Accordingly, the Board is of the view that each of the Share Consolidation and Change in Board Lot Size is beneficial to and in the interests of the Company and the Shareholders as a whole.

– 10 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company had no intention to carry out other corporate actions in the next 12 months which might have an effect of undermining or negating the intended purpose of the Share Consolidation, and the Company did not have any concrete plan to conduct any fundraising activities in the next 12 months. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fundraising exercises in the next 12 months when suitable fundraising opportunities arise. The Company will make further announcement(s) in this regard in accordance with the Listing Rules as and when appropriate.

IV. SGM

Set out on pages SGM-1 to SGM-4 is a notice convening the SGM for the purposes of considering and, if thought fit, approving, the Share Consolidation.

The register of members of the Company will be closed from Friday, 11 February 2022 to Wednesday, 16 February 2022, (both days inclusive), for the purposes of ascertaining Shareholder’s entitlement to attend and vote at the SGM, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the SGM, all transfer documents accompanied by the relevant share certificate(s) with the properly completed transfer form(s) either overleaf or separately must be lodged for registration with the share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Thursday, 10 February 2022.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has material interest in any resolution to be proposed at the SGM and accordingly, no Shareholder is required to abstain from voting in the SGM to approve any resolution.

A form of proxy for use at the SGM is enclosed. Whether or not you are able to attend the SGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit the same at the share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible, but in any event not less than 48 hours before the time appointed for holding the SGM (i.e. not later than 10:00 a.m. on Monday, 14 February 2022) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting thereof (as the case may be) should you so wish.

– 11 –

LETTER FROM THE BOARD

Implications under the Listing Rules

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, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the SGM will therefore demand a poll for every resolution put forward at the SGM pursuant to Article 66 of the articles of association of the Company. An announcement of the results of the poll will be published on the websites of Stock Exchange (www.hkexnews.hk) and the Company (http://moodytech-holdingltd.com) after the SGM.

V. RECOMMENDATIONS

The Board considers that the Share Consolidation is in the interests of the Company and the Shareholders as a whole and therefore recommends the Shareholders to vote in favour of the relevant resolution to be proposed at the SGM.

VI. 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 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.

By order of the Board Moody Technology Holdings Limited

(Provisional Liquidators Appointed) (For Restructuring Purposes) Li Wanyuan

Acting Chairman and Executive Director

– 12 –

NOTICE OF SPECIAL GENERAL MEETING

==> picture [27 x 32] intentionally omitted <==

==> picture [27 x 35] 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 SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘SGM’’) of the Company will be held at 20/F, OfficePlus@Sheung Wan, 93-103 Wing Lok Street, Sheung Wan, Hong Kong on Wednesday, 16 February 2022 at 10:00 a.m. for the following purpose of considering and, if thought fit, passing with or without amendment, the following ordinary resolution as an ordinary resolution of the Company. Capitalised terms defined in the circular of the Company dated 27 January 2022 shall have the same meanings when used in this notice unless otherwise specified.

ORDINARY RESOLUTION

1. ‘‘THAT subject to and conditional upon (i) the Listing Committee of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) granting the approval for listing of, and permission to deal in, the Consolidated Shares (as defined below) upon the Share Consolidation (as defined below) becoming effective; and (ii) compliance with the relevant procedures and requirements under Hong Kong laws (where applicable) and the Rules Governing the Listing of Securities on the Stock Exchange to effect the Share Consolidation (as defined below), with effect from one clear business day immediately following the date on which this resolution is passed or the above conditions are fulfilled (whichever is later):

2. (a) every ten (10) issued ordinary shares in the share capital of the Company be consolidated (the ‘‘Share Consolidation’’) into one (1) ordinary share (each a ‘‘Consolidated Share’’) in the share capital of the Company, such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions as contained in the articles of association of the Company;

– SGM-1 –

NOTICE OF SPECIAL GENERAL MEETING

• (b) any fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to the shareholder(s) of the Company concerned, but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors of the Company (the ‘‘Directors’’) may think fit and/or repurchased (and, if thought fit, cancelled) in such manner and on such terms as the Directors may think fit; and

• (c) the Directors be authorised to issue new share certificates in respect of the Consolidated Shares and the Directors and such person or persons authorised by the Directors be and are hereby authorised to do all such acts and things and to sign and execute all such documents, including under seal where applicable, and deliver all such documents, instruments and agreements, on behalf of the Company, as they shall, in their absolute discretion, consider necessary, desirable or expedient to implement and give effect to any or all of the foregoing.’’

Yours faithfully, By order of the Board Moody Technology Holdings Limited (Provisional Liquidators Appointed) (For Restructuring Purposes) Li Wanyuan Acting Chairman and Executive Director

Hong Kong, 27 January 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

– SGM-2 –

NOTICE OF SPECIAL GENERAL MEETING

Notes:

1. The register of members of the Company will be closed from Friday, 11 February 2022 to Wednesday, 16 February 2022, both days inclusive, during which period no transfer of shares can be registered. In order to qualify for the entitlement to attend and vote at the SGM, all transfer of documents, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Thursday, 10 February 2022.

2. Any member of the Company entitled to attend and vote at the SGM is entitled to appoint another person as his proxy to attend and vote in his stead. A member who is the holder of two or more shares may appoint more than one proxy to attend and vote on his behalf. 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. A proxy need not be a member of the Company, but must attend the SGM in person to represent you.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof, it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.

4. 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 notarially certified copy thereof, must be deposited with the Company’s Hong Kong branch share registrar not less than 48 hours before the time appointed for the holding of the SGM or any adjourned meeting thereof.

5. Completion and delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the meeting or any adjournment thereof and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the above meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

7. A form of proxy for use at the SGM or any adjournment thereof is enclosed.

8. The voting on the resolution at the SGM will be conducted by way of a poll.

– SGM-3 –

NOTICE OF SPECIAL GENERAL MEETING

1. To safeguard the health and safety of the attendees who will attend the SGM and to prevent the spreading of the coronavirus (COVID-19) pandemic, the following measures will be implemented at the SGM:

2. compulsory body temperature check and health declarations;

3. seating at the SGM venue will be arranged so as to allow for appropriate social distancing;

4. compulsory wearing of surgical face masks; and

5. no distribution of corporate gift nor refreshments for attendees.

The Company reserves the right to deny entry into the SGM venue if such person: (i) refuses to comply with any of the above precautionary measures; (ii) is subject to any Hong Kong Government prescribed quarantine; (iii) is having a body temperature of over 37.4 degree Celsius; and/or (iv) has any flu-like symptoms.

For the health and safety of shareholders of the Company, the Company would like to encourage the Shareholders to appoint the chairman of the SGM as their proxy to vote on the proposed resolution at the SGM, instead of attending the SGM in person. Subject to the development of COVID-19, the Company may be required to change the SGM arrangements at short notice. Shareholders should check the Company’s website for further announcements and updates on the SGM arrangements.

As of the date of this notice, 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.

– SGM-4 –