Virtual Mind Holding Company Limited — Proxy Solicitation & Information Statement 2017

Sep 8, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Runway Global Holdings Company Limited (the “ Company ”), you should at once hand this circular together with the accompanying form of proxy, to the purchaser (s) or transferee (s) or to the bank, licensed securities dealer or other agents through whom the sale or transfer was effected for transmission to the purchaser (s) or transferee (s).

Hong Kong Exchanges 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.

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)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company (the “ EGM ”) to be held at Room 2302-2304, 23/F, Convention Plaza Office Tower, 1 Harbour Road, Wanchai, Hong Kong on Monday, 9 October 2017 at 11:00 a.m. is set out on page 6 of this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same as soon as possible and in any event not later than 48 hours before the time appointed for holding of the EGM or any adjournment thereof to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

8 September 2017

CONTENTS

	Page
DEFINITIONS.................................................................................................................	1
LETTER FROM THE BOARD.....................................................................................	2
NOTICE OF EGM...........................................................................................................	6

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DEFINITIONS

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

“Articles” the articles of association of the Company as amended from time to time

“Board” the board of Directors “Company” Runway Global Holdings Company Limited, a company incorporated in the Cayman Islands, the Shares of which are listed on the Stock Exchange “Director (s)” the director (s) of the Company “EGM” the extraordinary general meeting of the Company to be held for the Shareholders to consider and approve the Proposed Change of Company Name “Hong Kong” The Hong Kong Special Administrative Region of the PRC “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“PRC” the People’s Republic of China “Proposed Change the proposed change of English name of the Company from of Company Name” “Runway Global Holdings Company Limited” to “CEFC Hong Kong Financial Investment Company Limited”, and the proposed change of the dual foreign name in Chinese of the Company from “時尚環球控股有限公司” to “香港華信金融 投資有限公司”; “Share (s) ordinary share (s) of HK$0.01 each in the share capital of the Company “Shareholder (s) “ the holder (s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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)

Executive Directors: Mr. Guo Lin (Chairman) Mr. Jiang Mingsheng Mr. Wang Zhou Mr. Jiang Tianqing Mr. Hubert Tien Mr. Liu Chun Fai

Independent non- executive Directors: Mr. Lu Hongbing Mr. Tang Shu Pui Simon Mr. Hon Ming Sang

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: 14th Floor, PeakCastle 476 Castle Peak Road Cheung Sha Wan Kowloon Hong Kong 8 September 2017

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information on the Proposed Change of Company Name and the notice of EGM.

2. PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “Runway Global Holdings Company Limited” to “CEFC Hong Kong Financial Investment Company Limited” and to change the dual foreign name in Chinese of the Company from “時尚環球控股有限 公司 ” to “香港華信金融投資有限公司”.

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LETTER FROM THE BOARD

3. REASONS FOR THE PROPOSED CHANGE OF COMPANY NAME

The Group principally engages in (i) design, manufacture and trading of apparels; and (ii) provision of money lending business.

References are made to announcements of the Company dated 15 February 2017, 8 March 2017, 2 May 2017 and 1 June 2017, the circular of the Company dated 10 April 2017 and the composite offer and response document dated 9 May 2017. CEFC Shanghai Financial Services Co., Ltd, through New Seres CEFC Investment Fund LP, acquired an aggregate of 860,120,000 shares of the Company (representing approximately 50.89% of the issued share capital of the Company as at the date of completion of the subscription) and became the largest shareholder of the Company.

In view of the change in the largest shareholder of the Company and the possible business development of the Company as previously disclosed, the Board considers that the Proposed Change of Company Name may better reflect the Company’s corporate image and identity. Thus, the Board believes that the Proposed Change of Company Name is in the interests of the Company and the Shareholders as a whole.

4. CONDITIONS OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name is subject to the following conditions:

• (a) the Shareholders approving the Proposed Change of Company Name by way of a special resolution at the EGM; and

• (b) the Registrar of Companies in the Cayman Islands approving the Proposed Change of Company Name by issuing a certificate of incorporation on change of name.

Subject to the satisfaction of the above conditions, the Proposed Change of Company Name will take effect from the date of issue of the certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands.

The Company will then carry out the necessary filing procedures with the Companies Registry in Hong Kong.

In addition, subject to the confirmation of the Stock Exchange, the stock short name for trading in the Shares will also be changed after the Proposed Change of Company Name has become effective.

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LETTER FROM THE BOARD

5. EFFECT OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name will not affect any of the rights of the Shareholders. All existing share certificates in issue bearing the Company’s existing name shall, after the Proposed Change of Company Name having become effective, continue to be evidence of the title of the securities of the Company and will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangements for free exchange of existing share certificates for new share certificates bearing the new name of the Company. Share certificates of the Company which are issued after the Proposed Change of Company Name having become effective will be in the new name of the Company.

Further announcement(s) will be made by the Company on the effective date of the Proposed Change of Company Name and the new stock short name of the Company for trading of the Shares on the Stock Exchange.

6. EXTRAORDINARY GENERAL MEETING

A notice of the EGM is set out on page 6 of this circular.

Pursuant to the requirements of the Listing Rules, all votes to be taken at the EGM will be by poll.

A form of proxy for the EGM is despatched to the Shareholders with this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same as soon as possible and in any event not later than 48 hours before the time appointed for holding of the EGM or any adjournment thereof to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

7. CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from 4 October 2017 to 9 October 2017, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on 3 October 2017.

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LETTER FROM THE BOARD

8. RECOMMENDATION

The Board considers that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole and, accordingly, the Board recommends all Shareholders to vote in favour of the relevant resolution to be proposed at the EGM to approve the Proposed Change of Company Name.

9. 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.

Your faithfully, By order of the Board Runway Global Holdings Company Limited Guo Lin Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Runway Global Holdings Company Limited (the “ Company ”) will be held at 11:00 a.m. on 9 October 2017 at Room 2302-2304, 23/F, Convention Plaza Office Tower, 1 Harbour Road, Wanchai, Hong Kong to consider and, if thought fit, passing the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

“THAT subject to and conditional upon the approval of the Registrar of Companies of the Cayman Islands by way of issuing a certificate of incorporation on change of name, the existing English name of the Company be changed from “Runway Global Holdings Company Limited” to “CEFC Hong Kong Financial Investment Company Limited” and the dual foreign name in Chinese of the Company be changed from “時尚環球控股有限公司” to “香港華信金融投資有限公司”with effect from the date of the certificate of incorporation on change of name issued by the Registrar of Companies of the Cayman Islands; and any one Director be and is hereby authorised to do such acts and things and execute all documents or make such arrangements as he may in his absolute discretion consider necessary, desirable or expedient for the purpose of implementing and/or giving effect to the aforesaid change of name of the Company.”

By order of the Board Runway Global Holdings Company Limited Guo Lin Chairman

Hong Kong, 8 September 2017

Notes:

(a) For ascertaining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from 4 October 2017 to 9 October 2017, both days inclusive, during which period no transfer of shares will be registered. In order to be entitled to attend and vote at the EGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Service Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on 3 October 2017.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (b) Any Shareholders entitled to attend and vote at the EGM is entitled to appoint one or, if he/she is the holder of two or more Shares, more than one proxy to attend and vote on his/her behalf in accordance with the Articles. A proxy need not be a Shareholder.

• (c) To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Service Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 48 hours before the time appointed for holding of the EGM or any adjournment thereof.

• (d) Delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person at the EGM or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (e) 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 be present at the EGM, the vote of the senior holder 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 first in the register of members of the Company in respect of the joint holding.

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