MTT Group Holdings Limited — Proxy Solicitation & Information Statement 2015

Nov 16, 2015

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

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PACMOS TECHNOLOGIES HOLDINGS LIMITED （ 弘 茂 科 技 控 股 有 限 公 司 ）[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 1010)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘SGM’’) of PacMOS Technologies Holdings Limited (the ‘‘Company’’) will be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong Hotel, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 15 December 2015 at 10:30 a.m. for the purpose of considering and, if thought fit, passing with or without modification, the following ordinary resolution and special resolutions of the Company.

ORDINARY RESOLUTION

1. ‘‘THAT:

the authorised share capital of the Company be and is hereby increased from HK$50,000,000 divided into 500,000,000 shares of par value HK$0.10 each (‘‘Shares’’) to HK$100,000,000 divided into 1,000,000,000 Shares by the creation of 500,000,000 new Shares which are to rank pari passu with the existing Shares in all respect; and the directors of the Company (the ‘‘Directors’’) be and are hereby authorised to do all things, including but not limited to the execution of all documents and exercise of the powers of the Company which the Directors may deem to be necessary or desirable to effect the aforesaid increase in authorised share capital of the Company.’’

SPECIAL RESOLUTIONS

2. ‘‘THAT:

Subject to and conditional upon the approval of the Registrar of Companies in Bermuda being obtained, the English name of the Company be changed from ‘‘PacMOS Technologies Holdings Limited’’ to ‘‘PacRay International Holdings Limited’’ and the new Chinese name of the Company ‘‘太睿國際控股有限公司’’ be adopted as the secondary name of the Company; and the Directors be and are hereby authorised to do

• For identification purpose only

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all things, including but not limited to the execution of all documents and exercise of the powers of the Company which the Directors may deem to be necessary or desirable to effect the aforesaid name change of the Company.’’

3. ‘‘THAT:

• (a) the existing bye-laws of the Company be and are hereby amended as follows:

  • (i) by deleting the existing definition of ‘‘‘‘the Company’’ or ‘‘this Company’’’’ in existing bye-law 1.(A) and replacing it with the following new definition of ‘‘‘‘the Company’’ or ‘‘this Company’’’’:

‘‘‘‘the Company’’ or ‘‘this Company’’ shall mean PacRay International Holdings Limited 太睿國際控股有限公司, an exempted company incorporated in Bermuda on 12 October 1993;’’; and

• (ii) by deleting the existing bye-law 6.(A) in its entirety and replacing it with the following new bye-law 6.(A):

‘‘6.(A) The authorised share capital of the Company as at the date on which this Bye-Law comes into effect is HK$100,000,000 divided into 1,000,000,000 shares of par value HK$0.10 each.’’; and

• (b) the Directors be and are hereby authorised to do all things, including but not limited to the execution of all documents and exercise of the powers of the Company which the Directors may deem to be necessary or desirable to effect the aforesaid amendments to the bye-laws of the Company and to do all such things as necessary in respect of the amendments pursuant to the requirements (if any) under all domestic or overseas applicable laws, including but not limited to the laws of Bermuda, or under the rules of any stock exchange on which any securities of the Company are listed, including but not limited to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.’’

By order of the Board of PacMOS Technologies Holdings Limited Cheng Chow-Chun Chairman

Hong Kong, 17 November 2015

Notes:

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

• (2) Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy.

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• (3) In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (4) For determining the entitlement to attend and vote at the above meeting, the Register of Members of the Company will be closed from Friday, 11 December 2015 to Tuesday, 15 December 2015, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the SGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on 10 December 2015.

• (5) Shareholders are recommended to read the circular of the same date of the above notice despatched to shareholders which contains important information concerning the resolutions set out in this notice.

As at the date of this notice, the Board comprises seven Directors. The executive Directors are Mr. Cheng Chow-Chun, Mr. Lee Chao-Chun, Mr. Sun Tao-Heng and Mr. Yuan ChunTang, and the independent non-executive Directors are Mr. Suen Sai Wah Simon, Mr. Li Kwan In, and Mr. Wang Chiang-Ming.

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