Minerva Group Holding Limited — Capital/Financing Update 2026

May 7, 2026

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.

Minerva Group Holding Limited

贏集團控股有限公司*

(Incorporated in Bermuda with limited liability)
(Stock code: 397)

DELAY IN DESPATCH OF PROSPECTUS DOCUMENTS AND REVISED TIMETABLE IN RELATION TO PROPOSED RIGHTS ISSUE OF RIGHTS SHARES ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY TWO (2) EXISTING SHARES AT HK$0.038 PER RIGHTS SHARE ON A NON-UNDERWRITTEN BASIS

Reference is made to the announcements of Minerva Group Holding Limited (the "Company") dated 29 April 2026, 4 May 2026 and 5 May 2026 in relation to, among others, the proposed Rights Issue on the basis of one (1) Rights Share for every two (2) Shares on the Record Date on a non-underwritten basis (the "Announcements"). Unless the context requires otherwise, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements.

DELAY IN DESPATCH OF PROSPECTUS DOCUMENTS

As disclosed in the Announcements, the Prospectus Documents containing, among other things, details of the Rights Issue will be made available and/or despatched (as the case may be) to the Qualifying Shareholders on Friday, 15 May 2026.

As additional time is required for the Company to prepare and finalise the information to be contained in the Prospectus Documents, the despatch date of the Prospectus Documents is expected to be postponed to Friday, 5 June 2026.

• For identification purpose only

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REVISED EXPECTED TIMETABLE FOR THE RIGHTS ISSUE

In view of the delay in despatch of the Prospectus Documents, the expected timetable of the Rights Issue, the Placing and the associated trading arrangement is revised as below. The revised expected timetable is for indicative purposes only and it has been prepared on the assumption that all the conditions of the Rights Issue and the Placing will be fulfilled.

Last day of dealings in the Shares on a cum-rights basis . . . . . . . . . Tuesday, 26 May 2026

First day of dealings in the Shares on an ex-rights basis . . . . . . . Wednesday, 27 May 2026

Latest time for lodging transfer documents of the Shares in order to qualify for the Rights Issue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Thursday, 28 May 2026

Register of members of the Company closes for determining entitlements under the Rights Issue (both days inclusive). Friday, 29 May 2026 to Thursday, 4 June 2026

Record date for determining entitlements under the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 4 June 2026

Register of members of the Company reopens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 5 June 2026

Despatch of Prospectus Documents (in the case of Non-Qualifying Shareholders, the Prospectus only). Friday, 5 June 2026

First day of dealing in Nil Paid Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 9 June 2026

Latest time for splitting Provisional Allotment Letters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Thursday, 11 June 2026

Last day of dealing in Nil Paid Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 16 June 2026

Latest time for acceptance and payment for the Rights shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 22 June 2026

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• 3 -

Latest time for lodging transfer documents
of nil-paid Rights Shares in order to
qualify for the payment of Net Gain ... 4:00 p.m. on
Monday, 22 June 2026

Announcement of the number of the
Unsubscribed Rights Shares and the
NQS Unsold Rights Shares subject to the
Compensatory Arrangements to be posted on the
Stock Exchange’s website and the Company’s
website on or before ... Tuesday, 30 June 2026

Commencement of placing of the Unsubscribed
Rights Shares and the NQS Unsold
Rights Shares by the Placing Agent ... Thursday, 2 July 2026

Latest time of placing of the
Unsubscribed Rights Shares and the NQS
Unsold Rights Shares by the Placing Agent ... 4:00 p.m. on
Tuesday, 7 July 2026

Latest Time for termination of the
Placing Agreement and for the
Rights Issue to become unconditional ... 4:00 p.m. on
Tuesday, 7 July 2026

Announcement of the results of the
Rights Issue (including results of the placing
of Unsubscribed Rights Shares and the NQS
Unsold Rights Shares and the amount of the
Net Gain per Unsubscribed Rights Share
and the NQS Unsold Rights Shares under the
Compensatory Arrangements) to be posted on the
Stock Exchange’s website and the Company’s
website on or before ... Friday, 17 July 2026

Despatch of Refund cheques (if any) ... Monday, 20 July 2026

Despatch of certificates for fully-paid Rights Shares ... Monday, 20 July 2026

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• 4 -

Commencement of dealings in fully-paid
Rights Shares ... 9:00 a.m. on
Tuesday, 21 July 2026

Designated broker commences to provide
matching services for odd lots of Shares ... Tuesday, 21 July 2026

Payment of the Net Gain (if any) to relevant
No Action Shareholders and
Non-Qualifying Shareholders (if any) ... Thursday, 30 July 2026

Designated broker ceases to provide matching
services for odd lots of Shares ... Thursday, 6 August 2026

Note: All times and dates in this announcement refer to Hong Kong local times and dates. Shareholders should note that the dates or deadlines specified in the expected timetable for the Rights Issue as set out above, and in other parts of this announcement, are indicative only, the Board may extend, or make adjustment to, the timetable if it considers appropriate. Any such extension or adjustment to the expected timetable will be published or notified to the Shareholders and the Stock Exchange as and when appropriate.

By order of the Board
Minerva Group Holding Limited
Li Wing Cheong
Chairman

Hong Kong, 7 May 2026

As at the date of this announcement, the executive Directors are Mr. Li Wing Cheong and Mr. Tong Hin Jo; and the independent non-executive Directors are Ms. Chan Lai Ping, Ms. Tam Mei Chu and Mr. Ho Yuen Tung.