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

Feb 28, 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 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 on Thursday, 20 March 2025 at 11:00 a.m. to consider and, if thought fit, pass the following resolutions, with or without amendments, as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. "THAT the grant of 17,500,000 Award Shares to Mr. Mei Weiyi, the chairman and an executive director of the Company ("Director") (the principal terms and conditions of such grant is set out in the circular of the Company dated 28 February 2025 (the "Circular")) pursuant to the share award scheme of the Company approved by the shareholders of the Company on 26 June 2024 (the "Share Award Scheme") and on such terms as stipulated in the award letter issued by the Company be and are hereby approved, confirmed and ratified (the "Conditional Grant to Mr. Mei"), THAT the board of Directors (the "Board") be and is hereby authorized to exercise all rights and powers available to it as it may in its sole discretion consider necessary or expedient to give full effect to the Conditional Grant to Mr. Mei and the allotment and issue of the 17,500,000 new shares of the Company (the "Shares") to Mr. Mei, and THAT any and all such acts to effect the aforesaid grant be and are hereby approved, confirmed and ratified."

2. "THAT the grant of 15,000,000 Award Shares to Mr. Wong Wai Kai Richard, an executive Director (the principal terms and conditions of such grant is set out in the Circular) pursuant to the Share Award Scheme and on such terms as stipulated in the award letter issued by the Company be and are hereby approved, confirmed and ratified (the "Conditional Grant to Mr. Wong"), THAT the Board be and is hereby authorized to exercise all rights and powers

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available to it as it may in its sole discretion consider necessary or expedient to give full effect to the Conditional Grant to Mr. Wong and the allotment and issue of 15,000,000 new Shares to Mr. Wong, and THAT any and all such acts to effect the aforesaid grant be and are hereby approved, confirmed and ratified."

1. "THAT the grant of 4,000,000 Award Shares to Mr. Li Yang, an executive Director (the principal terms and conditions of such grant is set out in the Circular) pursuant to the Share Award Scheme and on such terms as stipulated in the award letter issued by the Company be and are hereby approved, confirmed and ratified (the "Conditional Grant to Mr. Li"), THAT the Board be and is hereby authorized to exercise all rights and powers available to it as it may in its sole discretion consider necessary or expedient to give full effect to the Conditional Grant to Mr. Li and the allotment and issue of 4,000,000 new Shares to Mr. Li, and THAT any and all such acts to effect the aforesaid grants be and are hereby approved, confirmed and ratified."

2. "THAT the grant of 1,000,000 Award Shares to Ms. Tin Yat Yu Carol, an executive Director (the principal terms and conditions of such grant is set out in the Circular) pursuant to the Share Award Scheme and on such terms as stipulated in the award letter issued by the Company be and are hereby approved, confirmed and ratified (the "Conditional Grant to Ms. Tin"), THAT the Board be and is hereby authorized to exercise all rights and powers available to it as it may in its sole discretion consider necessary or expedient to give full effect to the Conditional Grant to Ms. Tin and the allotment and issue of 1,000,000 new Shares to Ms. Tin, and THAT any and all such acts to effect the aforesaid grants be and are hereby approved, confirmed and ratified."

3. "THAT the grant of 4,000,000 Award Shares to Mr. Chan Ming Leung Terence, an executive Director (the principal terms and conditions of such grant is set out in the Circular) pursuant to the Share Award Scheme and on such terms as stipulated in the award letter issued by the Company be and are hereby approved, confirmed and ratified (the "Conditional Grant to Mr. Chan"), THAT the Board be and is hereby authorized to exercise all rights and powers available to it as it may in its sole discretion consider necessary or expedient to give full effect to the Conditional Grant to Mr. Chan and the allotment and issue of 4,000,000 new Shares to Mr. Chan, and THAT any and all such acts to effect the aforesaid grants be and are hereby approved, confirmed and ratified."

4. "THAT the grant of 2,500,000 Award Shares to Mr. Gong Xiaohan, an executive Director (the principal terms and conditions of such grant is set out in the Circular) pursuant to the Share Award Scheme and on such terms as stipulated in the award letter issued by the Company be and are hereby approved, confirmed and ratified (the "Conditional Grant to Mr. Gong"), THAT the Board be and is hereby authorized to exercise all rights and powers available to it as it may in its sole discretion consider necessary or expedient to give full effect to the Conditional

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Grant to Mr. Gong and the allotment and issue of 2,500,000 new Shares to Mr. Gong, and THAT any and all such acts to effect the aforesaid grants be and are hereby approved, confirmed and ratified."

By Order of the Board
Virtual Mind Holding Company Limited
Mei Weiyi
Chairman and Executive Director

Hong Kong, 28 February 2025

As at the date of this notice, 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:

1. For purposes of determining the holding of the EGM, Business Day means any day (excluding Saturday and Sunday) on which no black rainstorm warning is issued, no typhoon signal no. 8 or above is hoisted, and no "extreme conditions" are announced by the government of Hong Kong 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 signal no. 8 or above is hoisted, or "extreme conditions" are announced by the government of Hong Kong at any time between 9:00 a.m. and 11:00 a.m. 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, 20 March 2025 or any adjournment thereof.

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1. For ascertaining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 17 March 2025 to Thursday, 20 March 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 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, 14 March 2025.

2. 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 of association of the Company (as amended from time to time). A proxy needs not be a shareholder of the Company.

3. 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, 18 March 2025.

4. 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.

5. 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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