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Virtual Mind Holding Company Limited Proxy Solicitation & Information Statement 2025
49972_rns_2025-04-30_4481f074-814f-49e8-b988-a8b241c65af2.pdf
Proxy Solicitation & Information Statement
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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 Virtual Mind Holding 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.
Virtual Mind Holding Company Limited
天機控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1520)
PROPOSALS FOR
(I) GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES;
(II) RE-ELECTION OF RETIRING DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING
Capitalised terms used on this cover page shall have the same meanings as defined in this circular.
A notice convening the AGM to be held at Room 2511-15, 25/F, Peninsula Tower, 538 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong at 11:00 a.m. on Tuesday, 10 June 2025 is set out on pages 18 to 23 of this circular. Whether or not you are able to attend the AGM, 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 AGM or any adjournment thereof to 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. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.
30 April 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I — EXPLANATORY STATEMENT ... 9
APPENDIX II — DETAILS OF DIRECTORS PROPOSED
TO BE RE-ELECTED AT THE AGM ... 13
NOTICE OF ANNUAL GENERAL MEETING ... 18
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the expressions below shall have the following meanings:
"AGM"
the annual general meeting of the Company to be held at Room 2511-15, 25/F, Peninsula Tower, 538 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong at 11:00 a.m. on Tuesday, 10 June 2025, 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 or 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 after Tuesday, 10 June 2025 or any adjournment thereof, a notice of which is set out on pages 18 to 23 of this circular
"Articles"
the articles of association of the Company as amended from time to time
"Board"
the board of Directors
"Business Day(s)"
any day (excluding Saturday and Sunday) on which no black rainstorm warning is issued, no tropical cyclone warning 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
"CCASS"
the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited
"close associate(s)"
has the meaning ascribed to it under the Listing Rules
"Companies Act"
the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands
"Company"
Virtual Mind Holding Company Limited, a company incorporated in the Cayman Islands, the Shares of which are listed on the Stock Exchange
"controlling Shareholder(s)"
has the meaning ascribed to it under the Listing Rules
"core connected person(s)"
has the meaning ascribed to it under the Listing Rules
"Director(s)"
the director(s) of the Company
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DEFINITIONS
"Extension Mandate"
a general and unconditional mandate to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued (or sold or transferred out of treasury) under the Issue Mandate
"extreme conditions"
the extreme conditions as announced by any Hong Kong Government department or body or otherwise, whether or not under or pursuant to the revised “Code of Practice in Times of Typhoons and Rainstorms” issued by the Labour Department of the Hong Kong Government in June 2019 in the event of serious disruption of public transport services or government services, extensive flooding, major landslides or large-scale power outrage after typhoons or incidents similar in seriousness or nature
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"HKSAR" or "Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"HKSAR Government"
the government of the HKSAR
"Issue Mandate"
a general and unconditional mandate to the Directors to exercise the power of the Company to allot, issue or otherwise deal with additional Shares (including any sale or transfer of treasury Shares out of treasury) up to 20% of the total number of the issued Shares (excluding treasury Shares) as at the date of passing of the relevant resolution at the AGM
"Latest Practicable Date"
23 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"Nomination Committee"
the nomination committee of the Company
"PRC"
the People’s Republic of China
"Remuneration Committee"
the remuneration committee of the Company
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DEFINITIONS
"Repurchase Mandate"
a general and unconditional mandate to the Directors to exercise the power of the Company to repurchase the Shares not exceeding 10% of the total number of the issued Shares (excluding treasury Shares) as at the date of passing of the relevant resolution at the AGM, and to determine such Shares repurchased shall be held as treasury Shares by the Company or otherwise be cancelled
"SFO"
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
ordinary share(s) of HK$0.04 each in the capital of the Company
"Share Award Scheme"
the share award scheme of the Company adopted on 26 June 2024
"Share Option Scheme"
the share option scheme of the Company adopted on 9 June 2023
"Shareholder(s)"
the holder(s) of the Shares
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"substantial Shareholder(s)"
has the meaning ascribed to it under the Listing Rules
"treasury Shares"
has the meaning ascribed to it under the Listing Rules
"%"
per cent.
- 3 -
LETTER FROM THE BOARD
Virtual Mind Holding Company Limited
天機控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1520)
Executive Directors:
Mr. Mei Weiyi (Chairman)
Mr. LI Yang
Ms. TIN Yat Yu Carol
Mr. CHAN Ming Leung Terence
Mr. GONG Xiaohan
Mr. WONG Wai Kai Richard
Independent non-executive Directors:
Mr. TANG Shu Pui Simon
Mr. HON Ming Sang
Ms. LO Wing Sze BBS, JP
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Head office and principal place of business in Hong Kong:
Room 2511-15, 25/F,
Peninsula Tower,
538 Castle Peak Road,
Cheung Sha Wan,
Kowloon, Hong Kong
30 April 2025
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
(I) GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES; AND
(II) RE-ELECTION OF RETIRING DIRECTORS
1. INTRODUCTION
The primary purposes of this circular are to provide you with information regarding the resolutions to be proposed at the AGM which include, among other matters, the approval of the (i) grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; and (ii) re-election of the retiring Directors, and to give you notice of the AGM.
LETTER FROM THE BOARD
2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
At the annual general meeting of the Company held on 26 June 2024, the Directors were granted a general mandate to allot, issue and deal with additional Shares and a general mandate to repurchase Shares. These mandates will expire at the conclusion of the AGM. At the AGM, among other businesses, resolutions will be proposed to grant the Issue Mandate, the Repurchase Mandate and the Extension Mandate to the Directors.
The Directors believe that the renewal of these mandates is in the interests of the Company and the Shareholders as a whole.
Accordingly, the following ordinary resolutions will be proposed at the AGM for the Shareholders to consider and approve:
(a) the granting of the Issue Mandate (resolution numbered 5) so that the Directors will be able to allot, issue and deal with additional Shares (including any sale or transfer of treasury Shares out of treasury) up to 20% of the total number of the issued Shares (excluding treasury Shares) as at the date of the AGM;
(b) the granting of the Repurchase Mandate (resolution numbered 6) so that the Directors are authorised to purchase Shares on the Stock Exchange up to 10% of the total number of the issued Shares (excluding treasury Shares) as at the date of the AGM; and
(c) the granting of the Extension Mandate (resolution numbered 7) so that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares, which may be allotted and issued (or sold or transferred out of treasury) under the Issue Mandate.
Each of the Issue Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the end of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the Cayman Islands to be held; and (c) when revoked or varied by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.
Subject to the passing of the proposed resolution for the grant of the Issue Mandate and on the basis that no Shares are issued or repurchased by the Company during the period between the Latest Practicable Date and the date of AGM, the Directors will be authorised to issue up to a maximum of 134,108,985 Shares pursuant to the Issue Mandate based on 670,544,928 Shares in issue as at the Latest Practicable Date.
An explanatory statement, giving certain information regarding the Repurchase Mandate, is set out in Appendix I to this circular.
LETTER FROM THE BOARD
3. RE-ELECTION OF RETIRING DIRECTORS
In accordance with article 83(3) of the Articles, Mr. MEI Weiyi shall hold the office of Director until the AGM and, being eligible, offers himself for re-election as Director at the AGM.
In accordance with article 84(1) of the Articles, Ms. TIN Yat Yu Carol, Mr. HON Ming Sang and Ms. LO Wing Sze BBS, JP shall retire by rotation at the AGM and, being eligible, offer themselves for re-election as Directors at the AGM.
Recommendation of the Nomination Committee
According to code provision B.2.3 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules, if an independent non-executive director serves more than nine years, any further appointment of such independent non-executive director should be subject to a separate resolution to be approved by the shareholders.
Mr. Hon Ming Sang (“Mr. Hon”) was appointed as an independent non-executive Director on 2 November 2016, he has served the Board for almost nine years. Mr. Hon has extensive experience in corporate finance, merger and acquisition, investment and financial management and compliance services. The working profile, other experience and factors are as set out in Appendix II to this circular. Mr. Hon’s depth of knowledge and experience supports his roles, and he has actively participated in the Company’s Board meetings and Board committee meetings, making valuable contributions to the Group. Besides, having considered that Mr. Hon is not involved in the daily management of the Company nor in any relationships which would interface with the exercise of his independent judgment, the Nomination Committee is of the view that there is nothing that would affect the exercise of independent judgment by Mr. Hon and his long service on the Board would not affect his exercise of independent judgment.
Based on the above, the Nomination Committee is satisfied that Mr. Hon has the required character, integrity, and experience to effectively continue fulfilling his role as an independent non-executive Director. In view of the above, the Board considered that the re-election of Mr. Hon as an independent non-executive Director would be in the best interests of the Company and Shareholders as a whole.
Separate resolution will be proposed for the re-election of Mr. Hon at the AGM.
The Nomination Committee has also assessed the independence of each of Mr. Hon Ming Sang and Ms. Lo Wing Sze, BBS, JP based on reviewing the confirmation of independence provided by them to the Company pursuant to Rule 3.13 of the Listing Rules and confirmed that they remain independent.
The Nomination Committee in considering the re-election of the retiring Directors, having considered diversity aspects (including, among others, gender, age, cultural and educational background, ethnicity, professional experience, skills and knowledge) as set out under the Board diversity policy of the Company, and recommended to the Board the re-election of the above retiring Directors at the AGM.
LETTER FROM THE BOARD
Details of the above-mentioned Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.
4. AGM
The notice of AGM is set out on pages 18 to 23 of this circular. A form of proxy for use at the AGM is enclosed with this circular.
At the AGM, resolutions will be proposed to approve, among other matters, (i) the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate to the Directors; and (ii) the re-election of the retiring Directors by way of poll. An announcement on the poll results will be published by the Company after the AGM.
None of the Shareholders is required to abstain from voting to approve any of the resolutions to be proposed at the AGM.
A form of proxy for the AGM is despatched to the Shareholders with this circular. Whether or not you intend to attend the AGM, you are requested to complete and return the 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 AGM or any adjournment thereof to 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. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof, and in such case, the form of proxy previously submitted shall be deemed to be revoked.
5. CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Wednesday, 4 June 2025 to Tuesday, 10 June 2025 (both days inclusive), during which period no transfer of Shares will be registered. In order to be entitled to attend and vote at the AGM, 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 Tuesday, 3 June 2025.
6. 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.
LETTER FROM THE BOARD
7. RECOMMENDATION
The Directors (including independent non-executive Directors) are of the opinion that all the proposed resolutions are in the best interests of the Company and the Shareholders as a whole and so recommend you to vote in favour of all the resolutions to be proposed at the AGM.
Your faithfully,
By order of the Board
Virtual Mind Holding Company Limited
Mei Weiyi
Chairman and Executive Director
- 8 -
APPENDIX I
EXPLANATORY STATEMENT
This Appendix serves as an explanatory statement, as required by rule 10.06(1)(b) of the Listing Rules, to provide requisite information as to the proposed Repurchase Mandate.
- LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.
- SHARE CAPITAL
As at the Latest Practicable Date, there were a total of 670,544,928 Shares in issue. Subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that no outstanding options of the Company are exercised and no further Shares are issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 67,054,492 Shares.
- REASONS FOR THE REPURCHASE
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares are listed. Share repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. On the other hand, Shares repurchased and held by the Company as treasury Shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the memorandum of association of the Company as amended from time to time, the Articles and the applicable laws of the Cayman Islands. Shares repurchase will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole.
- SOURCE OF FUNDS
Repurchase made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Articles, the Companies Act and other applicable laws of the Cayman Islands. A listed company shall not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Under the Companies Act, repurchases by the Company may only be made out of profits of the company or out of the proceeds of a fresh issue of shares of the Company made for the purpose, or out of capital if immediately following the date on which the payment out of capital is proposed to be made, the Company shall be able to pay its debts as they fall due in the
APPENDIX I
EXPLANATORY STATEMENT
ordinary course of business. Any premium payable on a purchase over the par value of the shares of the Company to be purchased must be provided for out of profits of the Company or out of the Company's share premium account.
5. IMPACT OF THE REPURCHASE
Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 31 December 2024, being the date of its latest published audited consolidated financial statements. However, the Directors do not intend to make any repurchase to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.
6. STATUS OF REPURCHASED SHARES
Shares repurchased by the Company may be held by the Company as treasury Shares or cancelled as determined by the Directors, depending on the market conditions and the Group's capital management needs at the relevant time of the repurchase.
For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to the Hong Kong Securities Clearing Company Limited to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.
7. THE DIRECTORS, THEIR CLOSE ASSOCIATES AND THE CORE CONNECTED PERSON OF THE COMPANY
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders at the AGM and exercised.
No core connected person of the Company has notified the Company that he/she has present intention to sell any Shares to the Company or its subsidiaries nor has any such core connected person undertaken not to do so in the event that the Repurchase Mandate is granted.
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APPENDIX I
EXPLANATORY STATEMENT
8. THE TAKEOVERS CODE
If a shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purpose of Rule 32 of Hong Kong Code on Takeovers and Mergers (the “Takeovers Code”). As a result, a shareholder or a group of shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and becomes obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
The Directors are not aware of any consequences which would give rise to an obligation for it to make a mandatory offer under Rule 26 of the Takeovers Code. As at the Latest Practicable Date, none of the Shareholders or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public Shareholders (excluding treasury Shares) falling below the prescribed minimum percentage required under the Listing Rules.
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APPENDIX I
EXPLANATORY STATEMENT
9. SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months up to the Latest Practicable Date were as follows:
| Price per Share | ||
|---|---|---|
| Highest | ||
| HK$ | Lowest | |
| HK$ | ||
| 2024 | ||
| April | 0.134 | 0.096 |
| May | 0.100 | 0.081 |
| June | 0.095 | 0.076 |
| July | 0.088 | 0.048 |
| August | 0.091 | 0.037 |
| September | 0.077 | 0.045 |
| October | 0.177 | 0.053 |
| November | 0.796# | 0.520# |
| December | 0.750 | 0.475 |
| 2025 | ||
| January | 0.740 | 0.570 |
| February | 0.680 | 0.435 |
| March | 0.490 | 0.330 |
| April (up to the Latest Practicable Date) | 0.650 | 0.450 |
The trading price of the Shares had been adjusted in respect of the share consolidation became effective on 20 November 2024.
10. SHARE REPURCHASE MADE BY THE COMPANY
The Company had not purchased any of the Shares (whether on the Stock Exchange or otherwise) in the previous six months immediately preceding the Latest Practicable Date.
11. UNDERTAKING AND CONFIRMATION
The Directors will only exercise the power of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Articles and the applicable laws of the Cayman Islands.
The Company confirms that neither the explanatory statement nor the proposed share repurchase has any unusual features.
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Brief biographical details of the Directors eligible for re-election at the AGM are set out below.
EXECUTIVE DIRECTORS
Mr. Mei Weiyi (梅唯一) (“Mr. Mei”), aged 52, was appointed as an executive Director and the chairman of the Board on 2 August 2024.
Mr. Mei holds a bachelor degree of engineering in computer sciences from Zhejiang University and a master degree of business administration from the University of Alberta, Canada. He has over 20 years of experience in global investment and served as the deputy chief executive officer of China Life Franklin Asset Management Co., Limited, the chief executive officer of Shandong High-Speed Holdings Group Limited (formerly known as China Shandong Hi-Speed Financial Group Limited, a company whose shares are listed on the Stock Exchange, stock code: 412) and the deputy general manager of China Re Asset Management (Hong Kong) Company Limited, etc. Mr. Mei also served as a non-executive director of Huadian Fuxin Energy Corporation Limited (a company whose shares were listed on the Stock Exchange, stock code: 816) and an independent non-executive director of IPE Group Limited (a company whose shares are listed on the Stock Exchange, stock code: 929).
As at the Latest Practicable Date, Mr. Mei is interested in (i) 3,750,000 Shares and (ii) 21,250,000 award Shares granted under the Share Award Scheme.
Mr. Mei has entered into a service agreement with the Company on 2 August 2024 for a term of three years commencing from 2 August 2024 and continues thereafter until terminated by not less than three months’ notice in writing served by either party on the other. He is subject to re-election at the next annual general meeting of the Company after his appointment and thereafter subject to retirement by rotation and re-election at least once every three years in accordance with the Articles. Mr. Mei is entitled to a director’s fee of HK$250,000 per month, which is determined by the Remuneration Committee based on his skill, knowledge and involvement in the Company, profitability of the Company, remuneration benchmarks in the industry, and prevailing market conditions, and a year-end discretionary bonus to be determined by the Board.
Save as disclosed above, Mr. Mei does not hold any directorship in any other listed companies during the past three years; does not have any relationship with any Directors, substantial or controlling shareholders (as respectively defined under the Listing Rules) of the Company; and does not have any other interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, neither is there any further information required to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules nor is there any other matter relating to the re-election of Mr. Mei needs to be brought to the attention of the Shareholders.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Ms. Tin Yat Yu Carol (田一妤) (formerly known as Tin Yuen Sin Carol (田瑰善)) (“Ms. Tin”), aged 59, was appointed as an executive Director on 11 October 2019. She is also a director of certain subsidiaries of the Company including Delta Wealth Finance Limited. She joined the Group in November 2016.
Ms. Tin is an entrepreneur operating business including money lending business and fine dining business. Ms. Tin also has extensive experience in trading business in Hong Kong and PRC. Ms. Tin served as a director of Yan Oi Tong from 2017 to 2018.
Ms. Tin was an executive director of Carnival Group International Holdings Limited (formerly known as Oriental Ginza Holding Limited and CASH Retail Management Group Limited, a company whose shares were listed on the Stock Exchange, stock code: 996) from September 2005 to August 2011. She also served as the chairman of such company from November 2006 to August 2011. On 5 May 2020, Ms. Tin was appointed as an executive director of Finsoft Financial Investment Holdings Limited (a company whose shares are listed on GEM of the Stock Exchange, stock code: 8018). She has been the chairman of such company since 19 May 2020. On 11 April 2022, Ms. Tin was appointed as an executive director of InvesTech Holdings Limited (a company whose shares are listed on the Stock Exchange, stock code: 1087). She was appointed as the vice-chairman of such company since 15 June 2023.
As at the Latest Practicable Date, Ms. Tin is interested in (i) 9,175,000 options granted under the Share Option Scheme; and (ii) 1,000,000 award Shares granted under the Share Award Scheme.
Ms. Tin has entered into a service agreement with the Company for a term of three years commencing from 11 October 2019 and continues thereafter until terminated by not less than three months’ notice in writing served by either party on the other. She is subject to retirement by rotation and re-election at least once every three years in accordance with the Articles. Ms. Tin is entitled to a monthly salary of HK$100,000, which is determined by the Remuneration Committee based on her skill, knowledge and involvement in the Company, profitability of the Company, remuneration benchmarks in the industry, and prevailing market conditions, and a year-end discretionary bonus to be determined by the Board.
Save as disclosed above, Ms. Tin does not hold any directorship in any other listed companies during the past three years; does not have any relationship with any Directors, substantial or controlling shareholders (as respectively defined under the Listing Rules) of the Company; and does not have any other interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, neither is there any further information required to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules nor is there any other matter relating to the re-election of Ms. Tin needs to be brought to the attention of the Shareholders.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. Hon Ming Sang (韓銘生) (“Mr. Hon”), aged 46, was appointed as an independent non-executive Director on 2 November 2016. He is also the chairman of the audit committee of the Company (the “Audit Committee”) and a member of each of the Remuneration Committee, the Nomination Committee and the corporate governance committee of the Company.
Mr. Hon is the Committee Member of the 11th Luoding Committee of the Chinese People’s Political Consultative Conference.
Mr. Hon obtained an honor degree of Professional Accountancy in the School of Accountancy from The Chinese University of Hong Kong. He is a CFA charterholder, a member of The Hong Kong Society of Financial Analysts, a member of the Hong Kong Institute of Certified Public Accountants, a fellow member of the Association of Chartered Certified Accountants, an associate member of The Hong Kong Chartered Governance Institute and an associate member of The Chartered Governance Institute.
Mr. Hon has previously worked in an international audit firm and has over 15 years of working experience in listed companies and financial institutions. He has extensive experience in corporate finance, merger and acquisition, investment and financial management and compliance services. Mr. Hon is currently the chief financial officer and company secretary of China Gas Industry Investment Holdings Co. Ltd. (a company whose shares are listed on the Stock Exchange, stock code: 1940). Mr. Hon is an independent non-executive director of Finsoft Financial Investment Holdings Limited (a company whose shares are listed on GEM of the Stock Exchange, stock code: 8018), Asia Energy Logistics Group Limited (a company whose shares are listed on the Stock Exchange, stock code: 351) and InvesTech Holdings Limited (a company whose shares are listed on the Stock Exchange, stock code: 1087) since 24 June 2020, 6 November 2020 and 31 January 2023 respectively. He was an executive director and company secretary of SFund International Holdings Limited (a company whose shares were listed on the Stock Exchange, stock code: 1367) between 7 February 2017 and 15 August 2022.
As at the Latest Practicable Date, Mr. Hon is interested in (i) 500,000 options granted under the Share Option Scheme; and (ii) 50,000 award Shares granted under the Share Award Scheme.
Mr. Hon has entered into a letter of appointment with the Company for a term of three years commencing from 2 November 2016 and continues thereafter until terminated by not less than one month’s notice in writing served by either party on the other. He is subject to retirement by rotation and re-election at least once every three years in accordance with the Articles. Mr. Hon is entitled to a director’s fee of HK$20,000 per month, which is determined by the Board with reference to the recommendation of the Remuneration Committee based on his duties and responsibilities with the Company.
Save as disclosed above, Mr. Hon does not hold any directorship in any other listed companies during the past three years; does not have any relationship with any Directors, substantial or controlling shareholders (as respectively defined under the Listing Rules) of the Company; and does not have any other interests in the Shares within the meaning of Part XV of the SFO.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Save as disclosed above, neither is there any further information required to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules nor is there any other matter relating to the re-election of Mr. Hon needs to be brought to the attention of the Shareholders.
Ms. Lo Wing Sze BBS, JP (羅詠詩女士銅紫荊星章，太平紳士) (“Ms. Lo”), aged 53, as appointed as an independent non-executive Director on 22 January 2021. She is also a member of the Audit Committee.
Ms. Lo holds a degree of Bachelor of Economics from the University of Sydney in Australia and a degree of Master of Commerce in Finance from the University of New South Wales in Australia. Ms. Lo is a member of the Hong Kong Institute of Certified Public Accountants and a fellow member of CPA Australia. She is the financial director of Million Tour Limited and the founder and financial director of M1 Hotel Group.
Ms. Lo was appointed as a Justice of the Peace in 2017 and awarded the Bronze Bauhinia Star in 2020 by the Government of the Hong Kong Special Administrative Region. She is a member of the Election Committee 2021 (The Fourth Sector) of the Hong Kong Special Administrative Region and was a member of the Election Committee for the Fifth Government of the Hong Kong Special Administrative Region (Tourism subsector). Ms. Lo is also a member of All-China Women’s Federation Hong Kong SAR delegate; the Chief Executive’s Policy Unit Social Development Expert Group; the Social Workers Registration Board; the Advisory Committee on Post-office Employment for Former Chief Executives and Politically Appointed Officials; the Advisory Committee on Admission of Quality Migrants and Professionals, the Immigration Department Users’ Committee; the Correctional Services Children’s Education Trust Investment Advisory Board and the District Fire Safety Committee (Wan Chai District). In addition, she is an Honorary Court Member of the Lingnan University and the Chairlady of Tai Hang Five Dragon Heritage Centre (Revitalising Historic Buildings Through Partnership Scheme Batch IV).
Currently, Ms. Lo is an independent non-executive director of New World Development Company Limited (a company whose shares are listed on the Stock Exchange, stock code: 17), Goldlion Holdings Limited (a company whose shares are listed on the Stock Exchange, stock code: 533), China Resources Mixc Lifestyle Services Limited (a company whose shares are listed on the Stock Exchange, stock code: 1209) and Lee & Man Paper Manufacturing Limited (a company whose shares are listed on the Stock Exchange, stock code: 2314) respectively. She was an independent non-executive director of Finsoft Financial Investment Holdings Limited (a company whose shares are listed on GEM of the Stock Exchange, stock code: 8018) between 21 August 2020 and 7 July 2023.
As at the Latest Practicable Date, Ms. Lo is interested in (i) 500,000 options granted under the Share Option Scheme; and (ii) 50,000 award Shares granted under the Share Award Scheme.
Ms. Lo has entered into a letter of appointment with the Company for a term of three years commencing from 22 January 2021 and continues thereafter until terminated by not less than one month’s notice in writing served by either party on the other. She is subject to retirement by rotation and re-election at least once every three years in accordance with the Articles. Ms. Lo is entitled to a director’s fee of HK$20,000 per month, which is determined by the Board with reference to the recommendation of the Remuneration Committee based on her duties and responsibilities with the Company.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Save as disclosed above, Ms. Lo does not hold any directorship in any other listed companies during the past three years; does not have any relationship with any Directors, substantial or controlling shareholders (as respectively defined under the Listing Rules) of the Company; and does not have any other interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, neither is there any further information required to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules nor is there any other matter relating to the re-election of Ms. Lo needs to be brought to the attention of the Shareholders.
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NOTICE OF ANNUAL GENERAL MEETING
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 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "AGM") of Virtual Mind Holding Company Limited (the "Company") will be held at Room 2511-15, 25/F, Peninsula Tower, 538 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong at 11:00 a.m. on Tuesday, 10 June 2025, 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 Tuesday, 10 June 2025 or any adjournment, to consider and, if thought fit, transact the following businesses:
ORDINARY BUSINESS
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To receive the audited consolidated financial statements of the Company and its subsidiaries (the "Group") and the reports of the directors (the "Directors") of the Company and the auditor of the Company (the "Auditor") for the year ended 31 December 2024.
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Each as a separate resolution, to re-elect the following Directors:
2.1 Mr. MEI Weiyi as an executive Director.
2.2 Ms. TIN Yat Yu Carol as an executive Director.
2.3 Mr. HON Ming Sang as an independent non-executive Director.
2.4 Ms. LO Wing Sze BBS, JP as an independent non-executive Director.
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To authorise the board of Directors (the "Board") to fix the Directors' remunerations.
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NOTICE OF ANNUAL GENERAL MEETING
- To re-appoint Beijing Xinghua Caplegend CPA Limited as the Auditor and to authorise the Board to fix its remuneration.
SPECIAL BUSINESS
To consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modification):
5. "THAT:
(a) subject to paragraph (c) below, pursuant to Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of Company to allot, issue and deal with the unissued shares of HK$0.04 each (each, the "Share") in the capital of the Company (including any sale or transfer of treasury Shares (which shall have the meaning ascribed to it under the Listing Rules) out of treasury if permitted under the Listing Rules) and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined in paragraph (d) below) to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period (as defined in paragraph (d) below);
(c) the total number of the Shares allotted and issued (or transferred out of treasury) or agreed conditionally to be allotted and issued (whether pursuant to share options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); or (ii) the exercise of any share options granted under all share option schemes of the Company adopted from time to time in accordance with the Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the "Articles") in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares shall not exceed 20% of the total number of the issued Shares (excluding treasury Shares) as at the date of the passing of this resolution; and
(d) for the purposes of this resolution:
"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company (the "Next AGM");
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NOTICE OF ANNUAL GENERAL MEETING
(ii) the expiration of the period within which the Next AGM is required by the Articles or the applicable laws of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company (the "Shareholders") in general meeting revoking or varying the authority given to the Directors by this resolution.
"Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to Shareholders on the register of members on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligation under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).
- "THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all powers of the Company to repurchase Shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong, the Stock Exchange, the Companies Act of the Cayman Islands and all other applicable laws in this regard and, if permitted under the Listing Rules, to determine whether such shares repurchased shall be held as treasury Shares by the Company or otherwise be cancelled, subject to and in accordance with all applicable laws and requirements of the Listing Rules or of any other stock exchange on which the securities of the Company may be listed as amended from time to time, be and the same is hereby generally and unconditionally approved;
(b) the total number of the issued Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval on paragraph (a) during the Relevant Period (as defined in paragraph (c) below) shall not exceed 10% of the total number of the issued Shares (excluding treasury Shares) as at the date of passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purposes of this resolution:
"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the Next AGM;
NOTICE OF ANNUAL GENERAL MEETING
(ii) the expiration of the period within which the Next AGM is required by the Articles or the applicable laws of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors by this resolution.”
- “THAT conditional on the passing of resolutions numbered 5 and 6 above, the general mandate granted to the Directors pursuant to paragraph (a) of resolution numbered 5 above be and is hereby extended by the addition to the total number of the Shares which may be allotted and issued (or sold or transferred out of treasury) or agreed conditionally or unconditionally to be allotted and issued by the Directors (or sold or transferred out of treasury) pursuant to or in accordance with such general mandate of an amount representing the total number of the issued Shares (excluding treasury Shares) purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 6 above.”
By order of the Board
Virtual Mind Holding Company Limited
Mei Weiyi
Chairman and Executive Director
Hong Kong, 30 April 2025
NOTICE OF ANNUAL GENERAL MEETING
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. CHAN Ming Leung Terence
Mr. GONG Xiaohan
Mr. WONG Wai Kai Richard
Independent non-executive Directors
Mr. TANG Shu Pui Simon
Mr. HON Ming Sang
Ms. LO Wing Sze BBS, JP
Head office and principal place of business in Hong Kong:
Room 2511-15, 25/F, Peninsula Tower,
538 Castle Peak Road, Cheung Sha Wan,
Kowloon, Hong Kong
Notes:
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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 Tuesday, 10 June 2025 or remain in force in Hong Kong, the AGM will not be held on that day but will be held at the same time and place on the second Business Day after Tuesday, 10 June 2025 or any adjournment thereof.
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For ascertaining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, 4 June 2024 to Tuesday, 10 June 2025 (both days inclusive), during which period no transfer of shares will be registered. In order to be entitled to attend and vote at the AGM, 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 Tuesday, 3 June 2025.
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Any Shareholder entitled to attend and vote at the AGM 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.
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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 Sunday, 8 June 2025.
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NOTICE OF ANNUAL GENERAL MEETING
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Completion and return of a form of proxy will not preclude a Shareholder from attending and voting in person at the AGM or any adjournment thereof and in such case, the form of proxy previously submitted shall be deemed to be revoked.
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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 AGM, 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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