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Moody Technology Holdings Limited Proxy Solicitation & Information Statement 2023

Apr 3, 2023

49900_rns_2023-04-03_f9fa2051-f6e8-4143-a340-689787b3c266.pdf

Proxy Solicitation & Information Statement

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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 a special general meeting (the “ SGM ”) of the Company will be held at 12/F, Infinitus Plaza, 199 Des Voeux Road Central, Sheung Wan, Hong Kong on Monday, 24 April 2023 at 2:00 p.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 3 April 2023 shall have the same meanings when used in this notice unless otherwise specified.

ORDINARY RESOLUTIONS

  1. THAT

    • (a) the Agreement (a copy of which has been produced to the SGM and marked “A” and initialed by the chairman of the SGM for the purpose of identification) and the transaction contemplated thereunder be and are hereby approved, confirmed and ratified;

    • (b) any one Director be and is hereby authorised to execute all such documents, instruments, agreements and deeds and do all such acts, matters and things that are of administrative nature only and ancillary to the transaction contemplated under the Agreement, as he/she may in his or her absolute discretion consider necessary or desirable for the purpose of and in connection with the implementation of the Agreement and the transaction contemplated thereunder, and to agree to such variations of the term and conditions of the Agreement and the transaction contemplated thereunder that are of administrative nature only as he or she may in his or her absolute discretion consider necessary or desirable.”

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

Hong Kong, 3 April 2023

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

Notes:

  1. The register of members of the Company will be closed from 19 April 2023 (Wednesday) to 24 April 2023 (Monday), 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on 18 April 2023 (Tuesday).

  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.

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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