Virtual Mind Holding Company Limited — Proxy Solicitation & Information Statement 2025

Dec 19, 2025

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.

Virtual Mind Holding Company Limited

天機控股有限公司

(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 "EGM") of the shareholders (the "Shareholders") of Virtual Mind Holding Company Limited (the "Company") will be held at Suite 1702, 17/F., World-Wide House, No. 19 Des Voeux Road Central, Hong Kong at 11:00 a.m. on Thursday, 8 January 2026, or in the event that a black rainstorm warning is issued, or tropical cyclone warning No. 8 signal or above is hoisted, or "extreme conditions" are announced by the HKSAR Government at any time between 9:00 a.m. and 11:00 a.m. or remain in force in Hong Kong, at the same time and place on the second Business Day (as defined in Note 1 below) after Thursday, 8 January 2026 or any adjournment, to consider and, if thought fit, transact the following business:

ORDINARY BUSINESS

1. "THAT:

(a) the Sale and Purchase Agreement (as defined in the circular of the Company dated 19 December 2025, a copy of which marked “A” is produced to the meeting and signed by the chairman of the meeting for the purpose of identification) contemplated thereunder be and is hereby approved, confirmed and ratified; and

(b) any one of the directors of the Company ("Directors") be and is hereby authorised to do all such acts and things, to sign and execute such documents or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as he/she considers necessary, appropriate, desirable and expedient for the purposes of giving effect to or in connection with the Sale and Purchase Agreement and all transactions contemplated thereunder, and to agree to such variation, amendments or waiver or matters relating thereto

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(including any variation, amendments or waiver of such documents or any terms thereof, which are not fundamentally different from those as provided for in the Sale and Purchase Agreement) as are, in the opinion of such Director, in the interest of the Company and its shareholders as a whole.”

By order of the Board

Virtual Mind Holding Company Limited

Mei Weiyi

Chairman & Executive Director

Hong Kong, 19 December 2025

As at the date hereof, the Board comprised the following Directors:

Executive Directors
Mr. MEI Weiyi (Chairman)
Mr. LI Yang
Ms. TIN Yat Yu Carol
Mr. WONG Wai Kai Richard

Non-executive Directors
Mr. ZHENG Kaixin
Ms. KOT Mui

Independent non-executive Directors
Mr. TANG Shu Pui Simon
Mr. HON Ming Sang
Mr. CHEUNG Pak To, BBS

Head office and principal place of business in Hong Kong:
Suite 1702, 17/F., World-Wide House
No. 19 Des Voeux Road Central
Hong Kong

Notes:

1. Business Day means any day (excluding Saturday and Sunday) on which no black rainstorm warning is issued, no typhoon No. 8 signal or above is hoisted, and no “extreme conditions” are announced by the HKSAR Government at any time between 9:00 a.m. and 11:00 a.m. or remain in force in Hong Kong; and on which banks in Hong Kong are generally open for business. In the event that a black rainstorm warning is issued, or typhoon No. 8 signal or above is hoisted, or “extreme conditions” are announced by the HKSAR Government at any time between 9:00 a.m. and 11:00 a.m. on Thursday, 8 January 2026 or remain in force in Hong Kong, the EGM will not be held on that day but will be held at the same time and place on the second Business Day after Thursday, 8 January 2026 or any adjournment thereof.

2. For ascertaining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 5 January 2026 to Thursday, 8 January 2026 (both days inclusive), during which period no transfer of shares will be registered. The record date for entitlement to attend and vote at EGM is Thursday, 8 January 2026. In order to be entitled to attend and vote at the EGM, all duly completed transfer documents 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Friday, 2 January 2026.

3. 2 -

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1. Any Shareholder 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 needs 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 Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong in any event not later than 11:00 a.m. on Tuesday, 6 January 2026.

3. Completion and return of a form of proxy will not preclude a Shareholder from attending and voting in person at the EGM or any adjournment thereof and in such case, the form of proxy previously submitted 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 EGM, 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 names stand first in the register of members in respect of the joint holding.

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