Virtual Mind Holding Company Limited — M&A Activity 2016

Dec 28, 2016

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

RUNWAY GLOBAL HOLDINGS COMPANY LIMITED 時尚環球控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1520)

CLARIFICATION ANNOUNCEMENT

PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE, RULE 13.09 OF THE LISTING RULES AND INSIDE INFORMATION PROVISIONS UNDER THE SECURITIES AND FUTURES ORDINANCE

Reference is made to the announcement of the Company dated 23 December 2016 (the “ Announcement ”) in relation to, among other things, the Possible Transaction. Unless the context requires otherwise, the use of capitalised terms herein shall have the same meanings as those defined in the Announcement.

The Company would like to clarify that the Possible Transaction may involve subscription of new Shares by the potential investor. Nevertheless, as at the date of this announcement, no agreement has been reached on the structure of the Possible Transaction by the parties. If the Possible Transaction materialises, upon completion, the potential investor and parties acting in concert with it will incur an obligation to make a mandatory unconditional general offer for all the Shares (other than those already owned or agreed to be acquired by the potential investor and parties acting in concert with it) under Rule 26.1 of the Takeovers Code, and the potential investor has indicated that it will make a mandatory unconditional general offer.

The Company would also like to clarify that pursuant to the MOU, the MOU shall be valid for 12 months from the date of the execution of the MOU, i.e. 23 December 2016.

In compliance with Rule 3.7 of the Takeovers Code, monthly announcement(s) setting out the progress of the Possible Transaction will be made as and when necessary in accordance with the requirements of the Listing Rules and/or Takeovers Code.

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There is no assurance that the Possible Transaction will materialise or eventually be consummated and the relevant negotiations and discussions may or may not lead to a mandatory general offer under Rule 26.1 of Takeovers Code. Shareholders and potential investors of the Company should be aware that the completion of the Possible Transaction is subject to the formal agreement being entered into and the satisfaction (or, as the case may be, waiver) of such conditions precedent to completion as may be specified therein. The negotiation and the discussion in relation to the Possible Transaction and the possible general offer arising from the Possible Transaction may or may not proceed, and the terms of the Possible Transaction are subject to further negotiations among the parties thereof. Shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, their professional adviser(s) should be consulted.

By order of the Board Runway Global Holdings Company Limited Yeung Kwok Leung Executive Director

Hong Kong, 28 December 2016

As at the date of this announcement, the executive Directors are Mr. Hubert Tien, Mr. Chen Gang, Mr. Qu Chengbiao, Mr. Yeung Kwok Leung, Mr. Cheng Tze Kit Larry and Mr. Liu Chun Fai and the independent non-executive Directors are Mr. Tang Shu Pui Simon, Mr. Tse Yuen Ming and Mr. Hon Ming Sang.

The Directors jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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