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

Apr 7, 2017

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.

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 OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Runway Global Holdings Company Limited (the “ Company ”) will be held at 11:00 a.m. on 27 April 2017 at 14th Floor, PeakCastle, 476 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong for the purpose of considering and, if thought fit, passing with or without modification the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

1. (a) the subscription agreement dated 26 January 2017 entered into between the Company and New Seres CEFC Investment Fund LP (the “ Subscriber ”) in relation to the subscription of 860,000,000 ordinary shares of the Company (the “ Subscription Share(s) ”) (the “ Subscription ”) at a subscription price of HK$0.238 per Subscription Share (the “ Subscription Agreement ”) (a copy of the Subscription Agreement has been tabled at the meeting marked “A” and signed by the chairman of the Meeting for identification purpose) and the transactions contemplated thereunder be and is hereby approved, ratified and confirmed;

   • (b) subject to the fulfilment or waiver of the conditions precedent set out in the Subscription Agreement, the grant of the specific mandate (the “ Specific Mandate ”) to the directors of the Company (the “ Director(s) ”) to exercise the powers of the Company to allot and issue the Subscription Shares at HK$0.238 per Subscription Share to the Subscriber pursuant to and in accordance with the terms and conditions of the Subscription Agreement be and is hereby approved, and such Subscription Shares (upon issue) shall rank pari passu in all respects with the then existing issued shares of the Company (the “ Share(s) ”);

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• (c) 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 ancillary to the Subscription, 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 Subscription Agreement and the transactions contemplated thereunder, including the allotment and issuance of the Subscription Shares, and to agree to such variations of the terms of the Subscription Agreement and the transactions contemplated thereunder as he or she may in his or her absolute discretion consider necessary or desirable.”

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

Hong Kong, 10 April 2017

As at the date hereof, the board of the Company comprises the following Directors:

Executive Directors Mr. Hubert Tien (Chairman) Mr. Chen Gang Mr. Qu Chengbiao Mr. Yeung Kwok Leung Mr. Cheng Tze Kit Larry Mr. Liu Chun Fai

Independent Non-executive Directors Mr. Tang Shu Pui Simon Mr. Tse Yuen Ming Mr. Hon Ming Sang

Head office and principal place of 14th Floor, PeakCastle business in Hong Kong 476 Castle Peak Road Cheung Sha Wan Kowloon Hong Kong

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Notes:

1. Any shareholder of the Company (the “ Shareholder(s) ”) entitled to attend and vote at the Meeting 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 of association of the Company. A proxy need not be a Shareholder.

2. 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 less than 48 hours before the time appointed for holding of the Meeting or any adjournment thereof.

3. Completion and return of the form of proxy shall not preclude a Shareholder from attending and voting in person at the Meeting or any adjournment thereof and in such event, the form of proxy shall be deemed to be revoked.

4. 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 was solely entitled thereto; but if more than one of such joint holders are present at the 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 name stands first in the register of shareholders of the Company in respect of the joint holding.

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