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Virtual Mind Holding Company Limited Proxy Solicitation & Information Statement 2025
49972_rns_2025-02-28_70501a04-c0e3-414c-8950-4de2b889f404.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, 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 enclosed form of proxy, to the purchasers or transferees or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchasers or transferees.
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)
PROPOSED CONDITIONAL GRANTS OF AWARD SHARES PURSUANT TO THE SHARE AWARD SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING
Capitalised terms used in this cover page shall have the same meanings as defined in this circular.
A notice convening the EGM 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 Thursday, 20 March 2025, or 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 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 Thursday, 20 March 2025 or any adjournment thereof, is set out on pages EGM-1 to EGM-3 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 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 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.
28 February 2025
CONTENTS
Page
Responsibility Statement ... ii
Definitions ... 1
Letter from the Board ... 4
Notice of EGM ... EGM-1
- i -
RESPONSIBILITY STATEMENT
This circular, for which the Directors (as defined herein) collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules (as defined herein) for the purpose of giving information with regard to the Company. The Directors (as defined herein), 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.
- ii -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"Announcements"
the announcements of the Company dated 16 January 2025 and 24 January 2025 relating to the Conditional Grants
"associate(s)"
has the meaning ascribed to it under the Listing Rules
"Award Share(s)"
the new Shares granted to the Grantees pursuant to the Conditional Grants
"Board"
the board of Directors
"Business Day(s)"
any day (other than a Saturday, Sunday or public holiday or a day on which a typhoon signal no. 8 or above is hoisted or black rainstorm warning signal is issued or the Extreme Conditions are announced in Hong Kong between 9:00 a.m. to 5:00 p.m.) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours
"Company"
Virtual Mind Holding Company Limited, a company incorporated in the Cayman Islands, the Shares of which are listed on the Stock Exchange
"Conditional Grant(s)"
the grant(s) of an aggregate of 44,000,000 Award Shares to the executive Directors subject to the approval by the Shareholders at the EGM
"Conditional Grant Shares"
an aggregate of 44,000,000 Award Shares to be granted to the executive Directors under the Conditional Grants
"connected person(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
"EGM"
an extraordinary general meeting of the Company to be convened and 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 Thursday, 20 March 2025 to consider and, if thought fit, approve the Conditional Grants and the transactions contemplated thereunder, the notice of which is set out on pages EGM-1 to EGM-3 of this circular
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DEFINITIONS
"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
"Grantee(s)"
the grantee(s) under the Conditional Grants
"Grants"
the Conditional Grants, the grant of an aggregate of 150,000 Award Shares to three independent non-executive Directors and the grant of an aggregate of 6,469,358 Award Shares to 13 eligible employees of the Company on 16 January 2025
"Group"
the Company and its subsidiaries
"Hong Kong"
Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date"
27 March 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"PRC"
The People’s Republic of China
"RWA"
Real World Asset
"Scheme Rules"
the rules of the Share Award Scheme
"Share(s)"
ordinary share(s) of HK$0.04 each in the capital of the Company
"Share Award Scheme"
the share award scheme adopted by the Company at the annual general meeting of the Company held on 26 June 2024
"Share Option Scheme"
the share option scheme adopted by the Company at the annual general meeting of the Company held on 9 June 2023
- 2 -
DEFINITIONS
"Shareholder(s)"
holder(s) of Shares
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"%"
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
28 February 2025
To the Shareholders
Dear Sir/Madam
PROPOSED CONDITIONAL GRANTS OF AWARD SHARES PURSUANT TO THE SHARE AWARD SCHEME
1. INTRODUCTION
Reference is made to the Announcements.
The purpose of this circular is to provide you with, among other things, (i) further details of the Conditional Grants and the transactions contemplated thereunder; and (ii) a notice convening the EGM.
LETTER FROM THE BOARD
2. CONDITIONAL GRANTS OF AWARD SHARES
On 16 January 2025, the Board, pursuant to Rule 17.06A of the Listing Rules, resolved, among other things, the following Conditional Grants of an aggregate of 44,000,000 Award Shares under the Share Award Scheme (subject to acceptance by the Grantees):
(i) Mr. Mei Weiyi, the Chairman and an executive Director, of 17,500,000 Award Shares, representing approximately 2.61% of the total number of issued Shares as at the Latest Practicable Date;
(ii) Mr. Li Yang, an executive Director, of 4,000,000 Award Shares, representing approximately 0.60% of the total number of issued Shares as at the Latest Practicable Date;
(iii) Ms. Tin Yat Yu Carol, an executive Director, of 1,000,000 Award Shares, representing approximately 0.15% of the total number of issued Shares as at the Latest Practicable Date;
(iv) Mr. Chan Ming Leung Terence, an executive Director, of 4,000,000 Award Shares, representing approximately 0.60% of the total number of issued Shares as at the Latest Practicable Date;
(v) Mr. Gong Xiaohan, an executive Director, of 2,500,000 Award Shares, representing approximately 0.37% of the total number of issued Shares as at the Latest Practicable Date; and
(vi) Mr. Wong Wai Kai Richard, an executive Director, of 15,000,000 Award Shares, representing approximately 2.24% of the total number of issued Shares as at the Latest Practicable Date,
which are subject to the approval being sought from the Shareholders at the EGM.
Details of the Conditional Grants are as follows:
Date of Conditional Grants: 16 January 2025
Consideration for the grant of Award Shares: Nil
Closing price of the Shares on the date of Conditional Grants: HK$0.69 per Share
Vesting period: All the Award Shares are subject to a vesting period of 12 months
Performance target: Vesting of the Award Shares is conditional upon such Grantees having met certain performance targets. The relevant Award Shares shall lapse if such Grantee is unable to achieve the performance targets.
LETTER FROM THE BOARD
The performance targets of each of the executive Directors under the Conditional Grants are as follows:
Mr. Mei Weiyi was appointed as an executive Director and Chairman on 2 August 2024. The key performance targets of Mr. Mei Weiyi include, among others, the following:
(i) to formulate the Group’s strategies and business plan as well as its implementation including to cooperate with technology providers and business partners, to strive for the growth of Web3 and RWA related business and any other new business with an aim to achieve business growth and diversify the business portfolio of the Group in order to bring in new revenue stream of the Group;
(ii) to bring an increase in the revenue in the range of 50% to 80% as compared with the unaudited revenue of the Group for the year ended 31 December 2024 for the new business coupled with the existing principal activities of the Group;
(iii) to formulate policy to reduce the Group’s overall operating expenses and enhance operation efficiency; and
(iv) to contemplate fund raising and financing to meet the Group’s operation and development needs.
Mr. Li Yang, was appointed as an executive Director on 19 January 2022. The key performance targets of Mr. Li Yang include, among others, the following:
(i) to assist the Chairman to achieve the Group’s key performance targets;
(ii) to cooperate with technology providers and business partners, to strive for the growth of Web3 and RWA related business and any other new business with an aim to achieve business growth and diversify the business portfolio of the Group in order to bring in new revenue stream of the Group; and
(iii) to formulate policy to reduce the operating expenses of the Group’s apparels and IP related business.
LETTER FROM THE BOARD
Ms. Tin Yat Yu Carol, was appointed as an executive Director on 11 October 2019. The key performance targets of Ms. Tin Yat Yu Carol include, among others, the following:
(i) to assist the Chairman to achieve the Group's key performance targets; and
(ii) to increase the loan recovery rate to not less than 20% of the total outstanding principal amount of loan and accrued interest under the money lending business.
Mr. Chan Ming Leung Terence was appointed as an executive Director on 2 August 2021. The key performance targets of Mr. Chan Ming Leung Terence include, among others, the following:
(i) to assist the Chairman to achieve the Group's key performance targets; and
(ii) to establish new operating entity or joint venture for new business, i.e. Web3 and RWA related business, and also to formulate policy to reduce the operating expenses of the Group's apparel business, so as to increase the revenue of the Group and improve the operating efficiency.
Mr. Wong Wai Kai Richard was appointed as an executive Director on 6 October 2023. The key performance targets of Mr. Wong Wai Kai Richard include, among others, the following:
(i) to assist the Chairman to achieve the Group's key performance targets;
(ii) to establish new operating entity or joint venture for new business, i.e. Web3 and RWA related business, and also to promote and complete the development and restructuring of those businesses with an aim to achieve business growth and diversify the business portfolio of the Group in order to bring in new revenue stream of the Group;
- 7 -
LETTER FROM THE BOARD
(iii) to bring an increase in the revenue in the range of 50% to 80% as compared with the unaudited revenue of the Group for the year ended 31 December 2024 for the new business coupled with the existing principal activities of the Group; and
(iv) to contemplate fund raising activities to meet the Group’s financial needs.
Mr. Gong Xiaohan was appointed as an executive Director on 8 December 2021. The key performance targets of Mr. Gong Xiaohan include, among others, the following:
(i) to assist the Chairman to achieve the Group’s key performance targets; and
(ii) to establish new operating entity or joint venture for new business, i.e. Web3 and RWA related business, and also to formulate policy to reduce the operating cost and/or increase revenue of the IP related business of the Group.
Clawback mechanism:
In certain circumstances, it may be regarded as inequitable for any Award Shares to be vested or retained, as applicable. Such Award Shares are therefore subject to clawback, including but not limited to circumstances where there has been a material misstatement or omission in the financial statements of the Group made by an Grantee or if the relevant Grantee has engaged in serious negligence, fraud or misconduct, breached the Company’s policies, rules or regulations or other circumstances. Notwithstanding anything else in the Scheme Rules, any Award Shares may be subject to clawback.
Value of Award Shares
Based on the closing price of HK$0.69 per Share as at the date of the Conditional Grants, the market value of the Conditional Grant Shares is HK$30,360,000.
Based on the closing price of HK$0.45 per Share as at the Latest Practicable Date, the market value of the Conditional Grant Shares is HK$19,800,000. The aggregate nominal value of the Conditional Grant Shares is HK$1,760,000.
LETTER FROM THE BOARD
Conditions precedent
The Award Shares under the Conditional Grants will be settled by the issue and allotment of new Shares. The allotment and issue of new Shares for the Conditional Grants shall be conditional upon the following: (i) the Shareholders having passed the relevant resolutions at the EGM approving the Conditional Grants and the transactions contemplated thereunder; and (ii) the fulfilment of the conditions set out in the Scheme Rules, including the vesting periods and vesting criteria.
Ranking of Award Shares
The Award Shares shall rank, upon issue, pari passu in all respects among themselves and with the Shares in issue as at the date of allotment and issue of the Award Shares.
Lock-up period
The Award Shares shall not be subject to any lock-up period.
Basis for the Determination of the Number of Award Shares
The number of Conditional Grant Shares granted to the executive Directors and the vesting period of the Conditional Grant were determined primarily with reference to the intended effect of the Conditional Grants in terms of length of services, responsibilities, duties, contribution, talent retention and incentivization of the respective executive Directors.
The Conditional Grant of 17,000,000 Award Shares to Mr. Mei was determined based on (i) his responsibilities which include, among others, his performance targets as set out above; and (ii) his knowledge, expertise and business connection in Web3 and RWA related business.
The Conditional Grant of 4,000,000 Award Shares to Mr. Li Yang was determined based on (i) his responsibilities which include, among others, his performance targets as set out above; and (ii) his knowledge and experience in investment activities and business management and his extensive industry experience in fashion apparel, trendy brand promotion and information technology.
The Conditional Grant of 1,000,000 Award Shares to Ms. Tin Yat Yu Carol was determined based on (i) her responsibilities which include, among others, her performance targets as set out above; and (ii) her knowledge and extensive experience in money lending business and trading business in Hong Kong and the PRC.
The Conditional Grant of 4,000,000 Award Shares to Mr. Chan Ming Leung Terence was determined based on (i) his responsibilities which include, among others, his performance targets as set out above; and (ii) his knowledge and experience in international trading, sales, marketing, strategic planning and business development.
The Conditional Grant of 2,500,000 Award Shares to Mr. Gong Xiaohan was determined based on (i) his responsibilities which include, among others, his performance targets as set out above; and (ii) his knowledge and experience in internet technology.
- 9 -
LETTER FROM THE BOARD
The Conditional Grant of 15,000,000 Award Shares to Mr. Wong Wai Kai Richard was determined based on (i) his responsibilities which include, among others, his performance targets as set out above; and (ii) his business connection in Web3, RWA and other related sectors.
The Directors (including the independent non-executive Directors) considered that with reference to the knowledge, experience and business connection of the respective executive Directors in different sectors can enable the Group's to diversify its business portfolio to including, but not limited to, Web3 and RWA related sectors as well as to strengthen the existing principal activities of the Group with an aim to bring returns to the Shareholders.
The Conditional Grant Shares shall only be issued and allotted to the executive Directors upon fulfilment of the performance targets and completion of the vesting periods. The Conditional Grant Shares, once issued, will entitle to voting power or right, or any distribution of bonus shares or dividends or any rights arising from liquidation.
Vesting Period of the Conditional Grants
All the Award Shares under the Conditional Grants are subject to a vesting period of 12 months.
The vesting period of the Award Shares shall be extended if the performance targets cannot be fulfilled subject to the score of the fulfilment of the performance targets.
The vesting period shall be extended in the following manner:
- The vesting period shall be extended for 2 months if the overall score of fulfilment of the performance targets is at 70 to 84 points; and
- The vesting period shall be extended for 6 months if the overall score of fulfilment of the performance targets is at 60 to 69 points.
The performance targets shall be scored based on (i) the rate of completion or fulfilment; and (ii) the performance of the respective Directors and their ability to achieve specific tasks as well as to meet the timelines.
While assessing the completion or fulfilment of the respective tasks under the performance targets, the assessment should focus on:
- the results reached from agreed targets; and
- follow up review and discussion on achievement of performance targets.
If the overall score is below 60 points, no Award Shares shall be vested to the Grantee.
Based on the above, the Board (including the independent non-executive Directors) considers that the terms and conditions of the Conditional Grants are fair and reasonable and are in the interests of the Company and its Shareholders as a whole.
- 10 -
LETTER FROM THE BOARD
Each of the executive Directors, being the grantee under the Conditional Grants, has a material interest in the Conditional Grants and therefore each of them has abstained from voting on the relevant Board resolution approving the grant to him/her.
3. REASONS FOR AND BENEFITS FROM THE CONDITIONAL GRANTS
The Board considers that the Conditional Grants to the Grantees provide incentives to the Grantees and will allow the Group to attract, retain and motivate talents for the continual operation and development of the Group. The Conditional Grants to the Grantees recognize their continual support and contributions to the Group and their effort will be conducive to the Group's future development. In addition, there will not be any actual cash outflow by the Group in respect of the Conditional Grants for the purpose of providing incentives to the Grantees.
In determining the number of Award Shares granted to each of the Grantees, the Board considered factors such as time commitment and ability of the Grantees' future potential contributions to the growth of the Group, in which they have all performed important duties and responsibilities in the Group. Taking into account that (i) the contributions of the Grantees to the Company are significant; (ii) they are crucial to the further development of the Group; and (iii) the dilution effect of the number of Award Shares under the Conditional Grants to the total number of issued Shares is insignificant (as illustrated in the "Effect on Shareholding Structure of the Company", the shareholding of the public Shareholders would only be diluted from 69.80% to 65.52%), the remuneration committee of the Company and the Board (including the independent non-executive Directors) are of the view that the Conditional Grants are appropriate rewards and incentives for the Grantees' future contributions to the Group. The Board considers that the grant of Award Shares as compared with the grant of one-off cash bonus will align the interests of the Grantees with the interest of the Group through ownership of the Award Shares, dividends and other distributions paid on the Award Shares (if any) and/or potential increase in the value of the Award Shares, encouraging the Grantees to make contributions to the long-term development and the growth in profit of the Group which is in line with the purpose of the Share Award Scheme.
The scheme mandate limit for the number of Shares available for grant under the Share Option Scheme and the Share Award Scheme before the Grants is 50,619,358 Shares. Upon the completion of the Grants, the scheme mandate limit will be utilized in full and no more Shares are available for future grant under the Share Option Scheme and the Share Award Scheme until the scheme mandate limit is refreshed.
Based on the foregoing, the Directors (including the independent non-executive Directors) consider that the allotment and issue of 44,000,000 new Shares pursuant to the Conditional Grants under the Share Award Scheme is fair and reasonable and is in the interests of the Company and the Shareholders as a whole.
- 11 -
LETTER FROM THE BOARD
4. EQUITY FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST 12 MONTHS
Set out below are the equity fund raising activities conducted by the Company in the past 12 months immediately prior to the Latest Practicable Date:
| Date of announcement | Fund raising activities | Net proceeds raised | Intended use of net proceeds | Actual use of net proceeds |
|---|---|---|---|---|
| 29 November 2023, 18 January 2024 and 4 March 2024 | Issue of new shares under general mandate by way of subscription | approximately HK$3.45 million | approximately HK$3.45 million for provision of general working capital of the Group | Used the net proceeds of approximately HK$3.45 million for provision of general working capital of the Group |
| 2 February 2024, 27 February 2024, 8 April 2024, 16 May 2024 and 30 May 2024 | (I) Issue of new shares under specific mandate by way of subscription; and | Nil | (i) approximately HK$9.79 million for repayment of outstanding liabilities; (ii) approximately HK$11.88 million for provision of general working capital; and (iii) approximately HK$18.05 million for existing projects’ business development | The conditions precedent of the subscription agreement were not fulfilled, satisfied and/or waived, and the subscription was not completed on 30 May 2024 |
LETTER FROM THE BOARD
| Date of announcement | Fund raising activities | Net proceeds raised | Intended use of net proceeds | Actual use of net proceeds |
|---|---|---|---|---|
| (II) Connected transaction in relation to the issue of new shares under specific mandate by way of subscription | approximately HK$32.4 million | (i) approximately HK$9.79 million for repayment of outstanding liabilities; (ii) approximately HK$11.88 million for provision of general working capital; and (iii) approximately HK$18.05 million for existing projects’ business development | Used the net proceeds of (i) approximately HK$5.4 million for repayment of outstanding liabilities; (ii) approximately HK$10.6 million for provision of general working capital; and (iii) approximately HK$16.4 million for existing projects’ business development | |
| 10 October 2024, 23 October 2024, 18 November 2024 and 12 December 2024 | Connected transaction in relation to the issue of new shares under specific mandate by way of subscription | approximately HK$10 million | approximately HK$9.85 million for provision of general working capital of the Group | Used the net proceeds of approximately HK$9.85 million for provision of general working capital of the Group. |
Save as disclosed above, the Company has not conducted any equity fund raising activities in the past 12 months immediately preceding the Latest Practicable Date.
5. EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY
As at the Latest Practicable Date, the Company has 670,544,928 Shares in issue. Set out below is a table showing the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) immediately after the allotment and issue of the Conditional Grant Shares, assuming that there is no change in the issued share capital of the Company from the Latest Practicable Date up to the date for allotment and issue of the Conditional Grant Shares:
LETTER FROM THE BOARD
| As at the Latest Practicable Date | Immediately after the allotment and issue of the Conditional Grant Shares | |||
|---|---|---|---|---|
| Number of Shares | Approx. % | Number of Shares | Approx. % | |
| Directors | ||||
| Mei Weiyi | 3,750,000 | 0.56 | 21,250,000 | 2.97 |
| Li Yang | - | - | 4,000,000 | 0.56 |
| Tin Yat Yu Carol | - | - | 1,000,000 | 0.14 |
| Chan Ming Leung Terence | 3,960,000 | 0.59 | 7,960,000 | 1.11 |
| Gong Xiaohan | - | - | 2,500,000 | 0.35 |
| Wong Wai Kai Richard | - | - | 15,000,000 | 2.10 |
| Tang Shu Pui Simon | 1,250,000 | 0.19 | 1,250,000 | 0.17 |
| Substantial Shareholders | ||||
| King Castle Enterprises Limited (Note 1) | 122,500,000 | 18.27 | 122,500,000 | 17.14 |
| World Field Industries Limited (Note 2) | 70,998,500 | 10.59 | 70,998,500 | 9.94 |
| Others | ||||
| Public Shareholders | 468,086,428 | 69.80 | 468,086,428 | 65.52 |
| Total | 670,544,928 | 100.00 | 714,544,928 | 100.00 |
Notes:
1. King Castle Enterprises Limited is wholly and beneficially owned by Mr. Wong Kin Ting, the father of Mr. Wong Wai Kai Richard, an executive Director.
2. Based on the disclosure of interest forms filed on 19 July 2022, World Field Industries Limited is owned as to 100% by Green Astute Limited, which is in turn owned as to 100% by Hao Tian Media & Culture Holdings Limited, which is in turn owned as to 100% by Aceso Life Science Group Limited, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 474).
6. LISTING RULES IMPLICATIONS
Pursuant to Rule 17.03D(1) of the Listing Rules, where any grant of options or award shares to a participant would result in the shares issued and to be issued in respect of all options and award shares granted to such person (excluding any options and awards lapsed in accordance with the terms of the schemes) in the 12-month period up to and including the date of such grant representing in aggregate over 1% of the total issued share capital of the Company (excluding treasury shares), such grant must be separately approved by Shareholders in general meeting with such participant and his/her close associates (or associates if the participant is a connected person) abstaining from voting.
LETTER FROM THE BOARD
Pursuant to Rule 17.04(1) of the Listing Rules, any grant of award shares to a Director, chief executive or substantial Shareholder of the Company, or any of their respective associates, under a share award scheme must be approved by the independent non-executive Directors (excluding any independent non-executive Director (if any) who is the grantee of the awards).
Pursuant to Rule 17.04(2) of the Listing Rules, where any grant of award shares (excluding grant of options) to a Director (other than an independent non-executive Director) or a chief executive of the Company, or any of their associates would result in the shares issued and to be issued in respect of all award shares granted (excluding any award shares lapsed in accordance with the terms of the share award scheme) to such person in the 12-month period up to and including the date of such grant, representing in aggregate over 0.1% of the total issued share capital of the Company, such further grant of award shares must be approved by Shareholders in general meeting in the manner set out in Rule 17.04(4) of the Listing Rules which requires the grantee, his/her associates and all core connected persons of the Company must abstain from voting in favour at such general meeting. Accordingly, such grantee, his/her associates and all core connected persons of the Company must abstain from voting in favour at such general meeting.
The proposed Conditional Grants to the executive Directors have been approved by the remuneration committee of the Company and the Board (including the independent non-executive Directors). The respective Director has abstained from voting so far as the resolution for the approval of the Conditional Grant to him/her was concerned.
As at the Latest Practicable Date:—
(i) Mr. Mei Weiyi is the Chairman and an executive Director, who was conditionally granted 17,500,000 Award Shares, representing approximately 2.61% of the total number of issued Shares as at the Latest Practicable Date; and
(ii) Mr. Wong Wai Kai Richard is an executive Director, who was conditionally granted 15,000,000 Award Shares, representing approximately 2.24% of the total number of issued Shares as at the Latest Practicable Date.
As the Conditional Grants to each of Mr. Mei Weiyi and Mr. Wong Wai Kai Richard in the 12-month period up to and including the date of the Conditional Grants represent over 1% of the total issued share capital of the Company (excluding treasury shares), the Conditional Grant to each of Mr. Mei Weiyi and Mr. Wong Wai Kai Richard is subject to approval of the Shareholders.
- (a) Mr. Mei Weiyi holding 3,750,000 Shares (representing approximately 0.56% of the total number of issued Shares as at the Latest Practicable Date) and his associates must abstain from voting on the resolution for approving the Conditional Grant to Mr. Mei Weiyi at the EGM; and (b) all core connected persons of the Company (being Mr. Chan Ming Leung Terence, Mr. Tang Shu Pui Simon, King Castle Enterprises Limited and World Field Industries Limited holding an aggregate 198,708,500 Shares, representing approximately 29.64% of the total number of issued Shares as at the Latest Practicable Date) must abstain from voting in favour of the resolution for approving the Conditional Grant to Mr. Mei Weiyi at the EGM; and
LETTER FROM THE BOARD
- (a) Mr. Wong Wai Kai Richard and his associates (being King Castle Enterprises Limited holding 122,500,000 Shares, representing approximately 18.27% of the total number of issued Shares as at the Latest Practicable Date) must abstain from voting on the resolution for approving the Conditional Grant to Mr. Wong Wai Kai Richard at the EGM; and (b) and all core connected persons of the Company (being Mr. Mei Weiyi, Mr. Chan Ming Leung Terence, Mr. Tang Shu Pui Simon and World Field Industries Limited holding an aggregate 79,958,500 Shares, representing approximately 11.93% of the total number of issued Shares as at the Latest Practicable Date) must abstain from voting in favour of the resolution for approving the Conditional Grant to Mr. Wong Wai Kai Richard at the EGM.
As at the Latest Practicable Date,
(i) Mr. Li Yang is an executive Director, who was conditionally granted 4,000,000 Award Shares, representing approximately 0.60% of the total number of issued Shares as at the Latest Practicable Date;
(ii) Ms. Tin Yat Yu Carol, an executive Director, who was conditionally granted 1,000,000 Award Shares, representing approximately 0.15% of the total number of issued Shares as at the Latest Practicable Date;
(iii) Mr. Chan Ming Leung Terence, an executive Director, who was conditionally granted 4,000,000 Award Shares, representing approximately 0.60% of the total number of issued Shares as at the Latest Practicable Date; and
(iv) Mr. Gong Xiaohan, an executive Director, who was conditionally granted 2,500,000 Award Shares, representing approximately 0.37% of the total number of issued Shares as at the Latest Practicable Date.
As the Conditional Grants to each of Mr. Li Yang, Ms. Tin Yat Yu Carol, Mr. Chan Ming Leung Terence and Mr. Gong Xiaohan in the 12-month period up to and including the date of the Conditional Grants represent over 0.1% of the total issued share capital of the Company (excluding treasury shares), the Conditional Grant to each of Mr. Li Yang, Ms. Tin Yat Yu Carol, Mr. Chan Ming Leung Terence and Mr. Gong Xiaohan is subject to approval of the Shareholders.
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Mr. Li Yang and his associates and all core connected persons of the Company (being Mr. Mei Weiyi, Mr. Chan Ming Leung Terence, Mr. Tang Shu Pui Simon, King Castle Enterprises Limited and World Field Industries Limited holding an aggregate 202,458,500 Shares, representing approximately 30.20% of the total number of issued Shares as at the Latest Practicable Date) must abstain from voting in favour of the resolution for approving the Conditional Grant to Mr. Li Yang at the EGM;
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Ms. Tin Yat Yu Carol and her associates and all core connected persons of the Company (being Mr. Mei Weiyi, Mr. Chan Ming Leung Terence, Mr. Tang Shu Pui Simon, King Castle Enterprises Limited and World Field Industries Limited holding an aggregate 202,458,500
LETTER FROM THE BOARD
Shares, representing approximately 30.20% of the total number of issued Shares as at the Latest Practicable Date) must abstain from voting in favour of the resolution for approving the Conditional Grant to Ms. Tin Yat Yu Carol at the EGM;
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Mr. Chan Ming Leung Terence holding 3,960,000 Shares (representing approximately 0.59% of the total number of issued Shares as at the Latest Practicable Date) and his associates and all core connected persons of the Company (being Mr. Mei Weiyi, Mr. Tang Shu Pui Simon, King Castle Enterprises Limited and World Field Industries Limited holding an aggregate 198,498,500 Shares, representing approximately 29.61% of the existing total number of issued Shares) must abstain from voting in favour of the resolution for approving the Conditional Grant to Mr. Chan Ming Leung Terence at the EGM; and
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Mr. Gong Xiaohan and his associates and all core connected persons of the Company (being Mr. Mei Weiyi, Mr. Chan Ming Leung Terence, Mr. Tang Shu Pui Simon, King Castle Enterprises Limited and World Field Industries Limited holding an aggregate 202,458,500 Shares, representing approximately 30.20% of the total number of issued Shares as at the Latest Practicable Date) must abstain from voting in favour of the resolution for approving the Conditional Grant to Mr. Gong Xiaohan at the EGM.
As at the Latest Practicable Date, none of the core connected persons who is required to abstain from voting in favour of the relevant resolutions at the EGM has expressed his/her/its intention to vote against the relevant resolutions at the EGM.
- EGM
The EGM is 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 Thursday, 20 March 2025 for the purpose of considering and, if thought fit, approving the Conditional Grants and the transactions contemplated thereunder.
The notice of the EGM is set out on pages EGM-1 to EGM-3 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 Share Registrar, 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 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.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, save for the aforementioned, as at the Latest Practicable Date, no other Shareholder is required to abstain from voting on any resolution(s) at the EGM.
To determine the entitlement of the members of the Company to attend and vote at the EGM to be held on Thursday, 20 March 2025, the register of members of the Company will be closed from Monday, 17 March 2025 to Thursday, 20 March 2025, both days inclusive. In order to qualify for
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LETTER FROM THE BOARD
attending and voting at the EGM, all transfer documents should be lodged for registration with the Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Friday, 14 March 2025.
All the resolutions proposed to be approved at the EGM will be taken by poll and an announcement will be made by the Company after the EGM on the results of the EGM.
8. GENERAL INFORMATION
Save as disclosed above and to the best of the knowledge of the Directors having made all reasonable enquiries, as at the date of the Conditional Grants, (i) none of the Grantees is a Director, chief executive or substantial Shareholder or an associate of any of them; (ii) none of the Grantees is a participant with options and Award Shares granted and to be granted exceeding the 1% individual limit under Rule 17.03D(1) of the Listing Rules; (iii) none of the Grantees is a related entity participant or service provider (as defined under the Listing Rules); and (iv) no financial assistance has been/will be provided by the Group to the Grantees for the purchase of Award Shares under the Share Award Scheme.
None of the Directors is a trustee of the Share Award Scheme and none of them has a direct or indirect interest in the trustee of the Share Award Scheme.
9. RECOMMENDATION
The Directors (including the independent non-executive Directors) consider that the Conditional Grants are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors (including the independent non-executive Directors) recommend the Shareholders to vote in favour of the resolutions to be proposed at the EGM to approve the Conditional Grants and the transactions contemplated thereunder.
10. MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
By Order of the Board
Virtual Mind Holding Company Limited
Mei Weiyi
Chairman and Executive Director
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NOTICE OF EGM
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
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"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."
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"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 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."
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EGM-1 -
NOTICE OF EGM
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"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."
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"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."
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"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."
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"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 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
NOTICE OF EGM
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:
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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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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.
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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.
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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 Tuesday, 18 March 2025.
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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 EGM or any adjournment thereof and in such case, the form of proxy previously submitted shall be deemed to be revoked.
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EGM-3 -
NOTICE OF EGM
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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 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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