UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of October 2025
Commission File Number: 001-36363
VISIONSYS AI INC
2 Hammarskjold Plaza, Room 10B
2nd Avenue, New York, NY 10017
Tel: +1 (929) 687-0368
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
VisionSys AI Inc furnishes under the cover of Form 6-K the following:
Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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VisionSys AI Inc |
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| By: | /s/ Heng Wang | |
| Name: | Heng Wang | |
| Title: | Chief Executive Officer | |
Date: October 24, 2025
2
Exhibit 99.1
VISIONSYS AI INC
(incorporated in the Cayman Islands with limited liability)
(NASDAQ: VSA)
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of shareholders (the “Meeting”) of VisionSys AI Inc (the “Company”) will be held on November 13, 2025, at 12:00 p.m. ET, at 2 Hammarskjold Plaza, Room 10B, 2nd Avenue, New York, NY 10017, for the following purposes:
| (i) |
As an ordinary resolution, to approve that every 50 issued and unissued Class A ordinary shares of a par value of US$0.00002 each, every 50 issued and unissued Class B ordinary shares of a par value of US$0.00002 each, and every 50 shares of a par value of US$0.00002 each of such class or classes (however designated) as the board of directors (the “Board” or “Board of Directors”) may determine in accordance with Article 8 of the currently effective amended and restated articles of association of the Company (the “Articles of Association”) in the share capital of the Company be consolidated into 1 Class A ordinary share of a par value of US$0.001, 1 Class B ordinary share of a par value of US$0.001, and 1 ordinary share a par value of US$0.001 as the Board may determine in accordance with Article 8 of the Articles of Association, respectively (the “Share Consolidation”) so that immediately following the Share Consolidation, the authorized share capital will become:
US$1,000,000 divided into 1,000,000,000 shares comprising of (i) 860,000,000 Class A ordinary shares of a par value of US$0.001 each, (ii) 40,000,000 Class B ordinary shares of a par value of US$0.001 each and (iii) 100,000,000 shares of a par value of US$0.001 each of such class or classes (however designated) as the Board may determine in accordance with Article 8 of the Articles of Association; |
| (ii) |
Subject to the approval of Proposal 1, as an ordinary resolution, to approve that the authorized share capital of the Company be increased to US$10,000,000 by the creation of an additional 9,000,000,000 Class A ordinary shares of a par value of US$0.001 each to rank pari passu in all respects with the existing Class A ordinary shares (the “Increase of Authorized Share Capital”) so that immediately following the Increase of Authorized Share Capital, the authorized share capital will become:
US$10,000,000 divided into 10,000,000,000 shares comprising of (i) 9,860,000,000 Class A ordinary shares of a par value of US$0.001 each, (ii) 40,000,000 Class B ordinary shares of a par value of US$0.001 each and (iii) 100,000,000 shares of a par value of US$0.001 each of such class or classes (however designated) as the Board may determine in accordance with Article 8 of the Articles of Association; |
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(iii)
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Subject to the approval of Proposal 1 and 2, as a special resolution, to authorize Class A ordinary shares and Class B ordinary shares, as adjusted following the approval of Proposal 1 and 2, each with a par value of US$0.001 of the Company to have the following rights and privileges (the “Allocation of Voting Rights and Conversion Rights”), in addition to those set forth in the Articles of Association, and to authorize the amendment of the Articles of Association: |
| (a) | in respect of all matters subject to vote at general meetings of the Company, each holder of Class B ordinary shares shall be entitled to one hundred (100) votes per one Class B ordinary share; |
| (b) | each Class A ordinary share shall be convertible into one Class B ordinary share at any time after issuance, at the option of the holder and subject to Board approval; and |
| (c) | the Articles of Association be amended to reflect the foregoing allocation of voting rights and conversion rights and Conyers Trust Company (Cayman) Limited be and is hereby instructed to make all such filings with the Registrar of Companies in the Cayman Islands to implement and give effect to the amendments to the Articles of Association and the matters approved herein; |
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(iv)
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As an ordinary resolution, to ratify the determinations of the Board of Directors, as set forth in the board resolutions passed on September 24, 2025 (the “Board Resolutions”), which is attached as Annex A, to dispense with the issuance of share certificates and to issue scripless shares, together with other determinations and resolutions implementing the transition to scripless shares approved by the Board of Directors and recorded in the Board Resolutions (the “Transition to Scripless Shares”). To the extent that this proposal is inconsistent with the provisions contained in the Articles of Association, the contents herein shall prevail and be deemed to amend and supersede the corresponding provisions of the Articles of Association by being attached thereto.
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| (v) | to transact any other business as may properly come before the meeting. |
The Board of Directors has fixed the close of business on October 14, 2025 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof.
The notice of the Extraordinary General Meeting, this proxy statement, and the proxy card will be first sent or made available to shareholders on or about October 24, 2025.
| By Order of the Board of Directors, | |
| /s/ Heng Wang | |
| Heng Wang | |
| Chief Executive Officer, Director |
October 22, 2025
VISIONSYS AI INC
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
November 13, 2025
12:00 p.m. ET
NOTICE TO SHAREHOLDERS
The board of directors (the “Board”) of VisionSys AI Inc (the “Company”) is soliciting proxies for the extraordinary general meeting of shareholders (the “Meeting”) of the Company to be held on November 13, 2025, at 12:00 p.m., ET, at 2 Hammarskjold Plaza, Room 10B, 2nd Avenue, New York, NY 10017 or any adjournment thereof.
Only holders of the Class A ordinary shares and Class B ordinary shares, each with a par value of US$0.00002 (the “Class A Ordinary Shares” and “Class B Ordinary Shares”, together, the “Ordinary Shares”) of the Company on record at the close of business on October 14, 2025 (the “Record Date”) are entitled to attend and vote at the Meeting or at any adjournment thereof. As of October 14, 2025, 11,226,750,300 of our Class A Ordinary Shares and 360,302,950 of our Class B Ordinary Shares were issued and outstanding. As of October 14, 2025, approximately 1,983,880,750 of our Class A Ordinary Shares were represented by American Depositary Shares (“ADSs”). The shareholders entitled to vote and present throughout the meeting in person or by proxy or (in the case of a shareholder being a corporate entity) by its duly authorized representative representing not less than an aggregate of fifty percent (50%) of all votes attaching to all shares of the Company in issue and entitled to vote shall form a quorum.
Any shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy need not be a shareholder of the Company. Each holder of the Company’s Class A Ordinary Shares shall be entitled to one vote in respect of each Class A Ordinary Share held by such holder on the Record Date. Each holder of the Company’s Class B Ordinary Shares shall be entitled to ten (10) votes in respect of each Class B Ordinary Share held by such holder on the Record Date.
PROPOSALS TO BE VOTED ON
At the Meeting, the following resolutions will be proposed:
| (i) |
an ordinary resolution to approve the Share Consolidation; |
| (ii) |
an ordinary resolution to approve the Increase of Authorized Share Capital; |
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(iii)
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an ordinary resolution to approve Allocation of Voting Rights and Conversion Rights; and
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| (iv) | an ordinary resolution to ratify the Transition to Scripless Shares. |
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS.
VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES
Shareholders entitled to vote at the Meeting may do so either in person or by proxy. Those shareholders who are unable to attend the Meeting are requested to read, complete, sign, date, and return the attached proxy card in accordance with the instructions set out therein.
VOTING AND SOLICITATION
Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at the Extraordinary General Meeting, and each Class B Ordinary Share shall be entitled to ten (10) votes on all matters subject to the vote at the Extraordinary General Meeting. At the Extraordinary General Meeting, every holder of Ordinary Shares present in person or by proxy may vote the fully paid Ordinary Shares held by such holder of Ordinary Shares. A resolution put to the vote of a meeting shall be decided on a poll. Except as required by applicable law and subject to the terms and conditions of the currently effective amended and restated memorandum and articles of association of the Company (the “Articles of Association”), the holders of Class A Ordinary Shares and Class B Ordinary Shares shall vote together as one class on all matters submitted to a vote at the Extraordinary General Meeting.
The costs of soliciting proxies will be borne by us. Proxies may be solicited by certain of our directors, officers and regular employees, without additional compensation, in person or by telephone or electronic mail. Copies of solicitation materials will be furnished to banks, brokers, fiduciaries and custodians holding in their names our Ordinary Shares or ADSs beneficially owned by others to forward to those beneficial owners.
VOTING BY HOLDERS OF ORDINARY SHARES
Holders of Ordinary Shares whose shares are registered in their own names may vote by attending the Extraordinary General Meeting in person, or by completing, dating, signing and returning the enclosed form of proxy to the attention of Sherry Feng, 2 Hammarskjold Plaza, Room 10B, 2nd Avenue, New York, NY 10017, the Secretary of the Company, and must arrive no later than the time for holding the Extraordinary General Meeting or any adjournment thereof.
When proxies are properly completed, dated, signed and returned by holders of Ordinary Shares, the Ordinary Shares they represent, unless the proxies are revoked, will be voted at the Extraordinary General Meeting in accordance with the instructions of the shareholder. If no specific instructions are given by such holders, the Ordinary Shares will be voted “FOR” each proposal and in the proxy holder’s discretion as to other matters that may properly come before the Extraordinary General Meeting. Abstentions and broker non-votes will be counted as present for purposes of determining whether a quorum is present. Abstentions and broker non-votes will have no effect on the proposals.
Please refer to this proxy statement for information related to the proposals.
VOTING BY HOLDERS OF AMERICAN DEPOSITARY SHARES
Holders of the ADSs who are ADS holders as of 5:00 p.m. (New York City time) on October 14, 2025 (the record date for ADS holders) are entitled to exercise their voting rights for the underlying Class A Ordinary Shares represented by their ADSs through Citibank, N.A., the depositary of the Company’s ADSs, and should give voting instructions to Citibank, N.A. accordingly.
Citibank, N.A., has advised us that it intends to distribute to ADS holders of record this proxy statement, the accompanying notice of Extraordinary General Meeting and an ADS voting instruction card. If you are a beneficial owner of ADSs registered in the name of a brokerage firm, bank or other financial institution, that organization will provide you with the voting instructions rather than Citibank. Upon timely receipt of a duly completed ADS voting instruction card from an ADS holder prior to 10:00 a.m. (New York City time) on November 10, 2025, Citibank, N.A. will endeavor, in so far as practicable, to vote or cause to be voted the amount of Class A Ordinary Shares represented by such ADSs in accordance with the instructions set forth in the ADS voting instruction card.
If Citibank, N.A. does not receive the ADS voting instructions from an ADS holder on or before the date set forth in the ADS voting instruction card, such ADS holders, under the terms of the deposit agreement, dated as of April 2, 2014 (as amended), by and among the Company, Citibank, N.A. and all holders and beneficial owners from time to time of the ADSs issued thereunder, will be deemed to have instructed Citibank, N.A. to give a discretionary proxy to a person designated by the Company to vote the amount of Class A Ordinary Shares represented by such ADSs unless the Company informs Citibank, N.A. that (A) the Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of Deposited Securities may be materially adversely affected.
If the enclosed voting instruction card is signed but the voting instructions fail to specify the manner in which to vote, Citibank, N.A. will vote in favor of the items set forth in the voting instructions.
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
Certain of our Shareholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
Shareholder of Record/Registered Shareholders
If, on the Record Date, your shares were registered directly in your name with our Cayman Islands registered office, Conyers Dill & Pearman, you are a “Shareholder of record” who may vote at the Meeting, and we are sending these proxy materials directly to you. As the Shareholder of record, you have the right to direct the voting of your shares by returning the enclosed proxy card to us or to vote in person at the Meeting. Whether or not you plan to attend the Meeting, please complete, date and sign the enclosed proxy card to ensure that your vote is counted.
Beneficial Owner
If, on the Record Date, your shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered the beneficial owner of shares held “in street name,” and these proxy materials are being forwarded to you by your broker or nominee who is considered the Shareholder of record for purposes of voting at the Meeting. As the beneficial owner, you have the right to direct your broker on how to vote your shares and to attend the Meeting. However, since you are not the Shareholder of record, you may not vote these shares in person at the Meeting unless you receive a valid proxy from your brokerage firm, bank or other nominee holder. To obtain a valid proxy, you must make a special request of your brokerage firm, bank or other nominee holder. If you do not make this request, you can still vote by using the voting instruction card enclosed with this proxy statement; however, you will not be able to vote in person at the Meeting.
How do I vote?
If you were a Shareholder of record of the Company’s Ordinary Shares on the Record Date, you may vote in person at the Meeting or by submitting a proxy. Each Class A Ordinary Share that you own in your name entitles you to one vote, and each Class B Ordinary Share that you own in your name entitles you to ten (10) votes in each case, on the applicable proposals.
(1) You may submit your proxy by mail. You may submit your proxy by mail by completing, signing and dating your proxy card and returning it in the enclosed, postage-paid and addressed envelope. If we receive your proxy card prior to this Meeting and if you mark your voting instructions on the proxy card, your shares will be voted:
| ● | as you instruct, and | |
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according to the best judgment of the proxies if a proposal comes up for a vote at this Meeting that is not on the proxy card.
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We encourage you to examine your proxy card closely to make sure you are voting all of your shares in the Company.
If you return a signed card, but do not provide voting instructions, your shares will be voted:
| ● | FOR the approval of the Share Consolidation; | |
| ● | FOR the approval of the Increase of Authorized Share Capital; | |
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FOR the approval of the Allocation of Voting Rights and Conversion Rights;
FOR the ratification of the Transition to Scripless Shares; |
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According to the best judgment of your proxy if a proposal comes up for a vote at the Meeting that is not on the proxy card.
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(2) You may vote in person at the Meeting. We will pass out written ballots to any Shareholder of record who wants to vote at the Meeting.
If I plan on attending the Meeting, should I return my proxy card?
Yes. Whether or not you plan to attend the Meeting, after carefully reading and considering the information contained in this proxy statement, please complete and sign your proxy card, then return the proxy card in the pre-addressed, postage-paid envelope provided herewith as soon as possible so your shares may be represented at the Meeting.
May I change my mind after I return my proxy?
Yes. You may revoke your proxy and change your vote at any time before the polls close at this Meeting. You may do this by:
| ● | sending a written notice to the Secretary of the Company at the Company’s executive offices, if you hold our Ordinary Shares, or to Citibank, N.A. if you hold ADSs representing our Class A Ordinary Shares, stating that you would like to revoke your proxy of a particular date; | |
| ● | signing another proxy card with a later date and returning it to the Secretary, if you hold our Ordinary Shares, or to Citibank, N.A. if you hold ADSs representing our Class A Ordinary, before the polls close at this Meeting; or | |
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attending this Meeting and voting in person, if you hold our Ordinary Shares.
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What does it mean if I receive more than one proxy card?
You may have multiple accounts at the transfer agent and/or with brokerage firms. Please sign and return all proxy cards to ensure that all of your shares are voted.
What happens if I do not indicate how to vote my proxy?
Signed and dated proxies received by the Company without an indication of how the Shareholder desires to vote on a proposal will be voted in favor of each director and proposal presented to the Shareholders.
Will my shares be voted if I do not sign and return my proxy card?
If you do not sign and return your proxy card, your shares will not be voted unless you vote in person at this Meeting.
How many votes are required to approve the Share Consolidation?
The ordinary resolution to approve the Share Consolidation requires the affirmative vote of a simple majority of the votes cast at the Meeting by the holders of Shares entitled to vote.
How many votes are required to approve the Increase of Authorized Share Capital?
The ordinary resolution to approve the Increase of Authorized Share Capital requires the affirmative vote of a simple majority of the votes cast at the Meeting by the holders of Shares entitled to vote.
How many votes are required to approve the Allocation of Voting Rights and Conversion Rights?
The ordinary resolution to approve the Allocation of Voting Rights and Conversion Rights requires the affirmative vote of a simple majority of the votes cast at the Meeting by the holders of Shares entitled to vote.
How many votes are required to ratify the Company’s Transition to Scripless Shares?
The ordinary resolution to ratify the Transition to Scripless Shares requires the affirmative vote of a simple majority of the votes cast at the Meeting by the holders of Shares entitled to vote.
Is my vote kept confidential?
Proxies, ballots and voting tabulations identifying Shareholders are kept confidential and will not be disclosed, except as may be necessary to meet legal requirements.
Where do I find the voting results of this Meeting?
We will announce voting results at this Meeting and also file a Current Report on Form 6-K with the Securities and Exchange Commission (the “SEC”) reporting the voting results.
Who can help answer my questions?
You can contact the Company via email info@visionsysai.com, or by sending a letter to the offices of the Company at 2 Hammarskjold Plaza, Room 10B, 2nd Avenue, New York, NY 10017 with any questions about proposals described in this proxy statement or how to execute your vote.
PROPOSAL NO. 1
APPROVAL OF THE SHARE CONSOLIDATION
General
The Board has proposed to the shareholders to approve by an ordinary resolution that every 50 issued and unissued Class A ordinary shares of a par value of US$0.00002 each, every 50 issued and unissued Class B ordinary shares of a par value of US$0.00002 each, and every 50 shares of a par value of US$0.00002 each of such class or classes (however designated) as the Board may determine in accordance with Article 8 of the Articles of Association in the share capital of the Company be consolidated into 1 Class A ordinary share of a par value of US$0.001, 1 Class B ordinary share of a par value of US$0.001, and 1 ordinary share a par value of US$0.001 as the Board may determine in accordance with Article 8 of the Articles of Association, respectively (the “Share Consolidation”) so that immediately following the Share Consolidation, the authorized share capital will become:
US$1,000,000 divided into 1,000,000,000 shares comprising of (i) 860,000,000 Class A ordinary shares of a par value of US$0.001 each, (ii) 40,000,000 Class B ordinary shares of a par value of US$0.001 each and (iii) 100,000,000 shares of a par value of US$0.001 each of such class or classes (however designated) as the Board may determine in accordance with Article 8 of the Articles of Association.
Vote Required
Proposal 1 will be approved if a simple majority of the total votes cast by shareholders as, being entitled to do so, vote in person or, by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
Recommendation of the Board
The Board of Directors unanimously recommends a vote to approve and adopt the Proposal 1 unless revoked as provided above, proxies received by management will be voted in favor of such approval unless a contrary vote is specified.
PROPOSAL NO. 2
APPROVAL OF THE INCREASE OF AUTHORIZED SHARE CAPITAL
General
The Board has proposed to the shareholders to approve by an ordinary resolution, subject to the approval of Proposal 1, that the authorized share capital of the Company be increased to US$10,000,000 by the creation of an additional 9,000,000,000 Class A ordinary shares of a par value of US$0.001 each to rank pari passu in all respects with the Class A ordinary shares as adjusted following the approval of the Proposal 1 (the “Increase of Authorized Share Capital”) so that immediately following the Increase of Authorized Share Capital, the authorized share capital of the Company will become:
US$10,000,000 divided into 10,000,000,000 shares comprising of (i) 9,860,000,000 Class A ordinary shares of a par value of US$0.001 each, (ii) 40,000,000 Class B ordinary shares of a par value of US$0.001 each and (iii) 100,000,000 shares of a par value of US$0.001 each of such class or classes (however designated) as the Board may determine in accordance with Article 8 of the Articles of Association;
Vote Required
Proposal 2 will be approved if a simple majority of the total votes cast by shareholders as, being entitled to do so, vote in person or, by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
Recommendation of the Board
The Board of Directors unanimously recommends a vote to approve the Proposal 2 unless revoked as provided above, proxies received by management will be voted in favor of such approval unless a contrary vote is specified.
PROPOSAL NO. 3
APPROVAL OF ALLOCATION OF VOTING RIGHTS AND CONVERSION RIGHTS
General
The Board has proposed to the shareholders to approve by a special resolution, subject to the approval of Proposal 1 and 2, to authorize Class A ordinary shares and Class B ordinary shares, as adjusted following the approval of Proposal 1 and 2, each with a par value of US$0.001 of the Company to have the following rights and privileges (the “Allocation of Voting Rights and Conversion Rights”), in addition to those set forth in the Articles of Association, and to authorize the amendment of the Articles of Association:
(i) in respect of all matters subject to vote at general meetings of the Company, each holder of Class B ordinary shares shall be entitled to one hundred (100) votes per one Class B ordinary share; and
(ii) each Class A ordinary share shall be convertible into one Class B ordinary share at any time after issuance, at the option of the holder and subject to Board approval; and
(iii) the Articles of Association be amended to reflect the foregoing allocation of voting rights and conversion rights and Conyers Trust Company (Cayman) Limited be and is hereby instructed to make all such filings with the Registrar of Companies in the Cayman Islands to implement and give effect to the amendments to the Articles of Association and the matters approved herein;
Vote Required
Proposal 3 will be approved if a majority of not less than two-thirds of the total votes cast by shareholders as, being entitled to do so, vote in person or, by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
Recommendation of the Board
The Board of Directors unanimously recommends a vote to approve the Proposal 3 unless revoked as provided above, proxies received by management will be voted in favor of such approval unless a contrary vote is specified.
PROPOSAL NO. 4
RATIFICATION OF TRANSITION TO SCRIPLESS SHARES
General
The Board had considered the proposal to dispense with the issuance of share certificates and to implement the issuance of scripless shares, and each Director had noted the various commercial benefits that the Company would obtain in connection therewith.
The Board passed resolutions on September 24, 2025 (the “Board Resolutions”), attached hereto as Annex A, to dispense with the issuance of share certificates and to issue scripless shares, together with other determinations and resolutions recorded in the Board Resolutions.
The Board has proposed that the shareholders ratify and confirm, by ordinary resolution, the determinations of the Board of Directors as set forth in the Board Resolutions to dispense with the issuance of share certificates and to issue scripless shares, together with other determinations and resolutions implementing the transition to scripless shares approved by the Board of Directors and recorded in the Board Resolutions (the “Transition to Scripless Shares”). To the extent that this proposal is inconsistent with the provisions contained in the Articles of Association, the contents herein shall prevail and be deemed to amend and supersede the corresponding provisions of the Articles of Association by being attached thereto.
Vote Required
Proposal 4 will be approved if a simple majority of the total votes cast by shareholders as, being entitled to do so, vote in person or, by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
Recommendation of the Board
The Board of Directors unanimously recommends a vote to approve and adopt the Proposal 4 unless revoked as provided above, proxies received by management will be voted in favor of such approval unless a contrary vote is specified.
OTHER MATTERS
The Board of Directors is not aware of any other matters to be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.
| By order of the Board of Directors | |
| October 22, 2025 |
/s/ Heng Wang |
| Heng Wang | |
| Chief Executive Officer, Director |
Annex A
VisionSys AI Inc
(the “Company”)
UNANIMOUS WRITTEN RESOLUTIONS OF THE DIRECTORS
The undersigned, being all of the directors of the Company (the “Directors” or the “Board”), an exempted company incorporated under the laws of the Cayman Islands, pursuant to the Company's currently effective amended and restated articles of association (the “Articles”), HEREBY CONSENT to the following actions and adopt the resolutions set out below:
| 1. | DISCLOSURE OF INTEREST |
IT IS NOTED THAT by signing these resolutions, each of the Directors makes a general disclosure of any personal interest, direct or indirect, in the matters contemplated by these resolutions which he/she is required to disclose in accordance with the Articles or in accordance with applicable law or otherwise or which might disqualify him/her from approving these resolutions and, accordingly, each such Director may vote and act on the matters referred to herein.
| 2. | PROPOSAL TO DISPENSE WITH SHARE CERTIFICATES |
| 2.1. | IT IS NOTED THAT: |
| (a) | under the Articles, the Directors may from time to time issue shares of the Company in certificated form or non-certificated form; |
| (b) | due to certain operational and administrative issues, the management of the Company proposes to dispense with issuing share certificates for operational and administrative efficiency and to issue uncertificated shares following the passing of these resolutions (such uncertificated shares, “Scripless Shares”); |
| (c) | notwithstanding the proposal to dispense with the issuance of share certificates following the passing of these resolutions, the Company’s Register of Members shall be prima facie evidence of title to the Company’s shares in respect of each registered holder thereof; and |
| (d) | notwithstanding that share certificates will not be issued from the date of passing of these resolutions, any existing shareholder of the Company that currently holds a share certificate and is entitled to a share certificate under the Articles may request the same from the Company and the Company shall arrange for the revised certificate to be issued to such shareholder subject to and in accordance with the provisions of the Articles. |
A-
| 2.2. | IT IS NOTED THAT, the Directors have considered the determination to dispense with the issuance of share certificates and the issuance of Scripless Shares, and each Director notes the various commercial benefits which would be obtained by the Company in connection therewith. |
| 2.3. | IT IS RESOLVED THAT: |
| (a) | the determination to dispense with the issuance of share certificates and the issuance of Scripless Shares is in the best interests of the Company and its shareholders; |
| (b) | no existing shareholder’s shareholding in the Company nor its rights as a shareholder under the Articles shall be adversely affected or altered in any way by the determination to dispense with the issuance of share certificates and the Company shall cause the name of each shareholder and relevant particulars to be entered onto the Register of Members in accordance with the Companies Act (Revised) and applicable securities laws; |
| (c) | the determination to dispense with the issuance of share certificates and the issuance of Scripless Shares be and is hereby approved in all respects with immediate effect; |
| (d) | [any existing shareholder of the Company that currently holds a share certificate and is entitled to a share certificate under the Articles may request the same from the Company and the Company shall arrange for the revised certificate to be issued to such shareholder subject to and in accordance with the provisions of the Articles;] |
| (e) | the determination to dispense with the issuance of share certificates and the issuance of Scripless Shares be submitted to the Company’s shareholders for ratification and confirmation at the next available interval; |
| (f) | Conyers Trust Company (Cayman) Limited be, and hereby is, authorised to make all such updates to the books and records of the Company as may be required or appropriate to reflect the determination to dispense with the issuance of share certificates and the issuance of Scripless Shares; and |
| (g) | any Director or officer of the Company, acting singly, be and is hereby authorised for and on behalf of the Company to take such actions and execute such documentation as may be necessary in order to effect the determination to dispense with the issuance of share certificates and the issuance of Scripless Shares with any service provider to the Company. |
| 3. | GENERAL AUTHORISATION |
IT IS RESOLVED THAT, in connection with the actions contemplated by the foregoing resolutions, any Director or officer of the Company be, in the name and on behalf of the Company, and is hereby authorised to do such further acts and things as such person shall deem necessary or appropriate in connection with, or to carry out the actions contemplated by, the foregoing resolutions, including to do and perform (or cause to be done and performed), in the name and on behalf of the Company, all such acts and to make, execute, deliver, issue or file (or cause to be made, executed, delivered, issued or filed) with any person including any governmental authority or agency, all such agreements, documents, instruments, certificates, consents and waivers, and all amendments to any such agreements, documents, instruments, certificates, consents and waivers, and to pay, or cause to be paid, all such payments, as any of them may deem necessary or advisable to carry out the intent of the foregoing resolutions, the authority for the taking of any such action and the execution and delivery of such of the foregoing to be conclusively evidenced thereby.
A-
| 4. | RATIFICATION OF PRIOR ACTIONS |
IT IS RESOLVED THAT any and all actions of the Company, or of any Director or officer of the Company, taken in connection with the actions contemplated by the foregoing resolutions prior to the execution hereof be ratified, confirmed, approved and adopted in all respects as fully as if such action(s) had been presented for approval to, and approved by, all the Directors prior to such action(s) being taken.
| 5. | COUNTERPARTS |
IT IS RESOLVED THAT these resolutions may be executed in counterpart and each counterpart shall be deemed to be an original and which counterparts when taken together shall constitute one and the same instrument. Delivery of a counterpart of these resolutions by e-mail attachment (PDF file or similar format) or telecopy shall be an effective mode of delivery. These resolutions are effective from the date of the last signature below.
[Signature page follows]
A-
IN WITNESS WHEREOF, each of the undersigned has executed these resolutions, which may be executed by facsimile and in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, on the date indicated alongside the name below.
| /s/ Shaoyun Han | September 24, 2025 | |
| Shaoyun Han | Dated | |
| /s/ Heng Wang | September 24, 2025 | |
| Heng Wang | Dated | |
| /s/ Linjing Xu | September 24, 2025 | |
| Linjing Xu | Dated | |
| /s/ Zhe Sun | September 24, 2025 | |
| Zhe Sun | Dated | |
| /s/ He Huang | September 24, 2025 | |
| He Huang | Dated | |
A-
Exhibit 99.2
VISIONSYS AI INC
(incorporated in the Cayman Islands with limited liability)
FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING
to be held on November 13, 2025
(or any adjourned or postponed meeting thereof)
I/we, the undersigned acknowledges receipt of the Notice of Extraordinary General Meeting of Shareholders and Proxy Statement and, being the registered holder of ________________ Class A Ordinary Shares1, par value US$0.00002 per share, and ________________ Class B Ordinary Shares,2 par value US$0.00002 per share (together with Class A Ordinary Shares, “Ordinary Shares”), of VisionSys AI Inc (the “Company”), hereby appoint Sherry Feng, the Acting Secretary of the Company or (Name) of (Address) as my/our proxy to attend and act for me/us at the Extraordinary General Meeting3 (or at any adjournment or postponement thereof) of the Company to be held at 12:00 p.m., Eastern Time, on November 13, 2025 at 2 Hammarskjold Plaza, Room 10B, 2nd Avenue, New York, NY 10017 (the “Meeting”).
My/our proxy is instructed to vote on the resolutions in respect of the matters specified in the Notice of the Extraordinary General Meeting as indicated below:
| 1 | Please insert the number of Class A Ordinary Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s). |
| 2 | Please insert the number of Class B Ordinary Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s). |
| 3 | If any proxy other than the Acting Secretary of the Company is preferred, strike out the words “Sherry Feng, the Acting Secretary of the Company or” and insert the name and address of the proxy desired in the space provided. A proxy need not be a shareholder. Holders of Class B Ordinary Shares may not appoint another holder of Class B Ordinary Shares as its proxy. If you are the holder of two or more Ordinary Shares, you may appoint more than one proxy to represent you and vote on your behalf at the Extraordinary General Meeting. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it. |
| For | Against | Abstain | |||
|
Proposal 1: A As an ordinary resolution, to approve that every 50 issued and unissued Class A ordinary shares of a par value of US$0.00002 each, every 50 issued and unissued Class B ordinary shares of a par value of US$0.00002 each, and every 50 shares of a par value of US$0.00002 each of such class or classes (however designated) as the board of directors (the “Board” or “Board of Directors”) may determine in accordance with Article 8 of the currently effective amended and restated articles of association of the Company (the “Articles of Association”) in the share capital of the Company be consolidated into 1 Class A ordinary share of a par value of US$0.001, 1 Class B ordinary share of a par value of US$0.001, and 1 ordinary share a par value of US$0.001 as the Board may determine in accordance with Article 8 of the Articles of Association, respectively (the “Share Consolidation”) so that immediately following the Share Consolidation, the authorized share capital will become:
US$1,000,000 divided into 1,000,000,000 shares comprising of (i) 860,000,000 Class A ordinary shares of a par value of US$0.001 each, (ii) 40,000,000 Class B ordinary shares of a par value of US$0.001 each and (iii) 100,000,000 shares of a par value of US$0.001 each of such class or classes (however designated) as the Board may determine in accordance with Article 8 of the Articles of Association;. |
☐ | ☐ | ☐ | ||
|
Proposal 2: Subject to the approval of Proposal 1, as an ordinary resolution, to approve that the authorized share capital of the Company be increased to US$10,000,000 by the creation of an additional 9,000,000,000 Class A ordinary shares of a par value of US$0.001 each to rank pari passu in all respects with the existing Class A ordinary shares (the "Increase of Authorized Share Capital") so that immediately following the Increase of Authorized Share Capital, the authorized share capital will become:
US$10,000,000 divided into 10,000,000,000 shares comprising of (i) 9,860,000,000 Class A ordinary shares of a par value of US$0.001 each, (ii) 40,000,000 Class B ordinary shares of a par value of US$0.001 each and (iii) 100,000,000 shares of a par value of US$0.001 each of such class or classes (however designated) as the Board may determine in accordance with Article 8 of the Articles of Association; |
☐ | ☐ | ☐ | ||
|
Proposal 3: Subject to the approval of Proposal 1 and 2, as a special resolution, to authorize Class A ordinary shares and Class B ordinary shares, as adjusted following the approval of Proposal 1 and 2, each with a par value of US$0.001 of the Company to have the following rights and privileges (the “Allocation of Voting Rights and Conversion Rights”), in addition to those set forth in the Articles of Association, and to authorize the amendment of the Articles of Association:
(a) in respect of all matters subject to vote at general meetings of the Company, each holder of Class B ordinary shares shall be entitled to one hundred (100) votes per one Class B ordinary share;
(b) each Class A ordinary share shall be convertible into one Class B ordinary share at any time after issuance, at the option of the holder and subject to Board approval; and
(c) the Articles of Association be amended to reflect the foregoing allocation of voting rights and conversion rights and Conyers Trust Company (Cayman) Limited be and is hereby instructed to make all such filings with the Registrar of Companies in the Cayman Islands to implement and give effect to the amendments to the Articles of Association and the matters approved herein; |
☐ | ☐ | ☐ | ||
| Proposal 4: As an ordinary resolution, to ratify the determinations of the Board of Directors, as set forth in the board resolutions passed on September 24, 2025 (the “Board Resolutions”), which is attached as Annex A, to dispense with the issuance of share certificates and to issue scripless shares, together with other determinations and resolutions implementing the transition to scripless shares approved by the Board of Directors and recorded in the Board Resolutions (the “Transition to Scripless Shares”). To the extent that this proposal is inconsistent with the provisions contained in the Articles of Association, the contents herein shall prevail and be deemed to amend and supersede the corresponding provisions of the Articles of Association by being attached thereto. | ☐ | ☐ | ☐ |
Dated_________________, 2025
Signature(s)___________________________________
Name of Signatory ______________________________
Name of Shareholder ____________________________
Notes:
| 1. | Only the holders of record of the Class A Ordinary Shares or Class B Ordinary Shares of the Company at the close of business on October 14, 2025, New York time, should use this form of proxy. |
| 2. | Please indicate your voting preference by ticking, or inserting in the number of shares to be voted for or against or to abstain, the boxes above in respect of each resolution. If NO instruction is given, your proxy will vote or abstain from voting at his/her discretion. If any other matter properly comes before the Extraordinary General Meeting, or any adjournment or postponement thereof, which may properly be acted upon, unless otherwise indicated, your proxy will vote or abstain from voting at his/her discretion. |
| 3. | Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it. |
| 4. | This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under seal or executed under the hand of an officer or attorney duly authorized to sign the same. In the case of joint holders, all holders must sign. |
| 5. | This form of proxy and any authority under which it is executed (or a notarized and/or duly certified copy of such authority) must be returned to the attention of Sherry Feng, 2 Hammarskjold Plaza, Room 10B, 2nd Avenue, New York, NY 10017 no later than the time for holding the Extraordinary General Meeting or any adjournment thereof. |
| 6. | Completion and return of the form of proxy will not prevent you from attending and voting in person at the Extraordinary General Meeting. |
3
Exhibit 99.3
Depositary’s Notice of Extraordinary General Meeting of
VisionSys AI Inc (formerly, TCTM Kids IT Education Inc.)
| ADSs: | American Depositary Shares representing Deposited Securities. |
| ADS CUSIP No.: | 876108200. |
| ADS Record Date: | October 14, 2025 (New York City time). |
| Meeting Specifics: | Extraordinary General Meeting to be held on November 13, 2025 at 12:00 p.m. (New York City time), at 2 Hammarskjold Plaza, Room 10B, 2nd Avenue, New York, New York 10174 (the “Meeting”). |
| Meeting Agenda: | Please refer to the Company’s Notice of Meeting enclosed herewith. You may also view and download the Notice of Meeting and other announcements from the Company’s website: https://visionsysai.com/. |
| ADS Voting Instructions Deadline: | On or before 10:00 a.m. (New York City time) on November 10, 2025. |
| Deposited Securities: | Class A Ordinary Shares, par value US$0.00002 per share, of VisionSys AI Inc, a company organized and existing under the laws of the Cayman Islands (the “Company”). |
| ADS Ratio: | 250 Class A Ordinary Shares to 1 ADS. |
| Depositary: | Citibank, N.A. |
| Custodian(s) of Deposited Securities: |
Citibank, N.A, Hong Kong. |
| Deposit Agreement: | Deposit Agreement, dated as of April 2, 2014, and as amended by Amendment No.1 to the Deposit Agreement, dated as of December 23, 2021, by and among the Company, the Depositary and all Holders and Beneficial Owners of ADSs. |
To be counted, your Voting Instructions need to be received by the Depositary prior to
10:00 a.m. (New York City time) on November 10, 2025.
Note that if you do not timely return the Voting Instructions to the Depositary, the Deposited Securities represented by your ADSs may
nevertheless be voted upon the terms set forth in the Deposit Agreement.
The Company has announced that an Extraordinary General Meeting will be held at the date, time and location identified above. A copy of the Notice of Meeting from the Company which includes the agenda for such Meeting is enclosed. You may also view and download the Notice of Meeting and other announcements from the Company’s website: https://visionsysai.com/.
Holders (as defined in the Deposit Agreement) of record of ADSs as of the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company, and the provisions of or governing the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holders’ ADSs. Holders of ADSs wishing to give voting instructions to the Depositary must sign, complete and return the enclosed Voting Instructions prior to the ADS Voting Instructions Deadline in the enclosed pre- addressed envelope.
The Depositary has been advised by the Company that under the Cayman Islands law as in effect as of the date of the Deposit Agreement, voting at any meeting of shareholders is by show of hands unless a poll is demanded. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Under the Articles of Association of the Company (as in effect on the date of the Deposit Agreement), a poll may be demanded by the chairman of such meeting or by any one or more share- holders who together hold not less than ten percent (10%) in nominal value of the total issued voting shares in the Company, present in person or by proxy for the time being entitled to vote at the meeting.
Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event vot- ing takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. If the Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose and voting is by poll, such Holder shall be deemed, and the Depositary shall (unless otherwise specified in the notice distributed to Holders) deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (A) the Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of Deposited Securities may be materially adversely affected.
Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement. If the Depositary timely receives voting instruc- tions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instruct- ed the Depositary to vote in favor of the items set forth in such voting instructions. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except (i) in the case voting at the shareholders meeting is by show of hands, in which case the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions and (ii) as con- templated in Section 4.10 of the Deposit Agreement). Notwithstanding anything else contained in the Deposit Agreement, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.
The information contained herein with respect to the Meeting has been provided by the Company. Citibank, N.A. is forward- ing this information to you solely as Depositary and in accordance with the terms of the Deposit Agreement and disclaims any respon- sibility with respect to the accuracy of such information. Citibank, N.A. does not, and should not be deemed to, express any opinion with respect to the proposals to be considered at the Meeting. The rights and obligations of Holders and Beneficial Owners of ADSs, the Company and the Depositary are set forth in their entirety in the Deposit Agreement and summarized in the American Depositary Receipts. If you wish to receive a copy of the Deposit Agreement, please contact the Depositary at the number set forth below.
If you have any questions, please contact Citibank, N.A. - ADR Shareholder Services at 1-877-CITI-ADR (1-877-248-4237).
| Citibank, N.A., as Depositary |
Exhibit 99.4
Depositary’s Notice of Extraordinary General Meeting of
VisionSys AI Inc (formerly, TCTM Kids IT Education Inc.)
| ADSs: | Restricted American Depositary Shares representing Deposited Securities. |
| ADS CUSIP No.: | 876108986. |
| ADS Record Date: | October 14, 2025 (New York City time). |
| Meeting Specifics: | Extraordinary General Meeting to be held on November 13, 2025 at 12:00 p.m. (New York City time), at 2 Hammarskjold Plaza, Room 10B, 2nd Avenue, New York, New York 10174 (the “Meeting”). |
| Meeting Agenda: | Please refer to the Company’s Notice of Meeting enclosed herewith. You may also view and download the Notice of Meeting and other announcements from the Company’s website: https://visionsysai.com/. |
| ADS Voting Instructions Deadline: | On or before 10:00 a.m. (New York City time) on November 10, 2025. |
| Deposited Securities: | Class A Ordinary Shares, par value US$0.00002 per share, of VisionSys AI Inc, a company organized and existing under the laws of the Cayman Islands (the “Company”). |
| ADS Ratio: | 250 Class A Ordinary Shares to 1 ADS. |
| Depositary: | Citibank, N.A. |
| Custodian(s) of Deposited Securities: |
Citibank, N.A, Hong Kong. |
| Deposit Agreement: | Deposit Agreement, dated as of April 2, 2014, and as amended by Amendment No.1 to the Deposit Agreement, dated as of December 23, 2021, by and among the Company, the Depositary and all Holders and Beneficial Owners of ADSs. |
To be counted, your Voting Instructions need to be received by the Depositary prior to
10:00 a.m. (New York City time) on November 10, 2025.
Note that if you do not timely return the Voting Instructions to the Depositary, the Deposited Securities represented by your ADSs may
nevertheless be voted upon the terms set forth in the Deposit Agreement.
The Company has announced that an Extraordinary General Meeting will be held at the date, time and location identified above. A copy of the Notice of Meeting from the Company which includes the agenda for such Meeting is enclosed. You may also view and download the Notice of Meeting and other announcements from the Company’s website: https://visionsysai.com/.
Holders (as defined in the Deposit Agreement) of record of ADSs as of the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company, and the provisions of or governing the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holders’ ADSs. Holders of ADSs wishing to give voting instructions to the Depositary must sign, complete and return the enclosed Voting Instructions prior to the ADS Voting Instructions Deadline in the enclosed pre- addressed envelope.
The Depositary has been advised by the Company that under the Cayman Islands law as in effect as of the date of the Deposit Agreement, voting at any meeting of shareholders is by show of hands unless a poll is demanded. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Under the Articles of Association of the Company (as in effect on the date of the Deposit Agreement), a poll may be demanded by the chairman of such meeting or by any one or more share- holders who together hold not less than ten percent (10%) in nominal value of the total issued voting shares in the Company, present in person or by proxy for the time being entitled to vote at the meeting.
Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event vot- ing takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. If the Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose and voting is by poll, such Holder shall be deemed, and the Depositary shall (unless otherwise specified in the notice distributed to Holders) deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (A) the Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of Deposited Securities may be materially adversely affected.
Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement. If the Depositary timely receives voting instruc- tions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instruct- ed the Depositary to vote in favor of the items set forth in such voting instructions. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except (i) in the case voting at the shareholders meeting is by show of hands, in which case the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions and (ii) as con- templated in Section 4.10 of the Deposit Agreement). Notwithstanding anything else contained in the Deposit Agreement, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.
The information contained herein with respect to the Meeting has been provided by the Company. Citibank, N.A. is forward- ing this information to you solely as Depositary and in accordance with the terms of the Deposit Agreement and disclaims any respon- sibility with respect to the accuracy of such information. Citibank, N.A. does not, and should not be deemed to, express any opinion with respect to the proposals to be considered at the Meeting. The rights and obligations of Holders and Beneficial Owners of ADSs, the Company and the Depositary are set forth in their entirety in the Deposit Agreement and summarized in the American Depositary Receipts. If you wish to receive a copy of the Deposit Agreement, please contact the Depositary at the number set forth below.
If you have any questions, please contact Citibank, N.A. - ADR Shareholder Services at 1-877-CITI-ADR (1-877-248-4237).
| Citibank, N.A., as Depositary |
Exhibit 99.5
Extraordinary General Meeting
The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 a.m. (New York City time) on November 10, 2025 for action to be taken.
| 2025 VOTING INSTRUCTIONS | AMERICAN DEPOSITARY SHARES (“ADSs”) |
| VisionSys AI Inc (formerly, TCTM Kids IT Education Inc.) (the “Company”) | |
| ADS CUSIP No.: | 876108200. |
| ADS Record Date: | October 14, 2025 (New York City time). |
| Meeting Specifics: | Extraordinary General Meeting to be held on November 13, 2025 at 12:00 p.m. (New York City time), at 2 Hammarskjold Plaza, Room 10B, 2nd Avenue, New York, New York 10174 (the “Meeting”). |
| Meeting Agenda: | Please refer to the Company’s Notice of Meeting enclosed herewith. You may also view and download the Notice of Meeting and other announcements from the Company’s website: https://visionsysai.com/. |
| Depositary: | Citibank, N.A. |
| Deposit Agreement: | Deposit Agreement, dated as of April 2, 2014, and as amended by Amendment No.1 to the Deposit Agreement, dated as of December 23, 2021, by and among the Company, the Depositary and all Holders and Beneficial Owners of ADSs issued thereunder. |
| Deposited Securities: | Class A Ordinary Shares, par value US$0.00002 per Share, of the Company. |
| Custodian: | Citibank, N.A. - Hong Kong. |
The undersigned holder, as of the ADS Record Date, of the American Depositary Share(s) issued under the Deposit Agreement identified hereon (such American Depositary Shares, the “ADSs”) hereby authorizes and directs the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by the ADSs in the manner indicated on the reverse side hereof.
The Depositary has been advised by the Company that under the Cayman Islands law as in effect as of the date of the Deposit Agreement, voting at any meeting of shareholders is by show of hands unless a poll is demanded. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Under the Articles of Association of the Company (as in effect on the date of the Deposit Agreement), a poll may be demanded by the chairman of such meeting or by any one or more shareholders who together hold not less than ten percent (10%) in nominal value of the total issued voting shares in the Company, present in person or by proxy for the time being entitled to vote at the meeting.
Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. If the Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose and voting is by poll, such Holder shall be deemed, and the Depositary shall (unless otherwise specified in the notice distributed to Holders) deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (A) the Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of Deposited Securities may be materially adversely affected.
Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except (i) in the case voting at the shareholders meeting is by show of hands, in which case the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions and (ii) as contemplated in Section 4.10 of the Deposit Agreement). Notwithstanding anything else contained in the Deposit Agreement, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.
Please indicate on the reverse side hereof how the Deposited Securities are to be voted.
The Voting Instructions must be marked, signed and returned on time in order to be counted.
By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the voting instructions contained therein.
AGENDA
| 1. | As an ordinary resolution, to approve that every 50 issued and unissued Class A ordinary shares of a par value of US$0.00002 each, every 50 issued and unissued Class B ordinary shares of a par value of US$0.00002 each, and every 50 shares of a par value of US$0.00002 each of such class or classes (however designated) as the board of directors (the “Board” or “Board of Directors”) may determine in accordance with Article 8 of the currently effective amended and restated articles of association of the Company (the “Articles of Association”) in the share capital of the Company be consolidated into 1 Class A ordinary share of a par value of US$0.001, 1 Class B ordinary share of a par value of US$0.001, and 1 ordinary share a par value of US$0.001 as the Board may determine in accordance with Article 8 of the Articles of Association, respectively (the “Share Consolidation”) so that immediately following the Share Consolidation, the authorized share capital will become: |
US$1,000,000 divided into 1,000,000,000 shares comprising of (i) 860,000,000 Class A ordinary shares of a par value of US$0.001 each, (ii) 40,000,000 Class B ordinary shares of a par value of US$0.001 each and (iii) 100,000,000 shares of a par value of US$0.001 each of such class or classes (however designated) as the Board may determine in accordance with Article 8 of the Articles of Association;
| 2. | Subject to the approval of Proposal 1, as an ordinary resolution, to approve that the authorized share capital of the Company be increased to US$10,000,000 by the creation of an additional 9,000,000,000 Class A ordinary shares of a par value of US$0.001 each to rank pari passu in all respects with the existing Class A ordinary shares (the "Increase of Authorized Share Capital") so that immediately following the Increase of Authorized Share Capital, the authorized share capital will become: |
US$10,000,000 divided into 10,000,000,000 shares comprising of (i) 9,860,000,000 Class A ordinary shares of a par value of US$0.001 each, (ii) 40,000,000 Class B ordinary shares of a par value of US$0.001 each and (iii) 100,000,000 shares of a par value of US$0.001 each of such class or classes (however designated) as the Board may determine in accordance with Article 8 of the Articles of Association;
| 3. | Subject to the approval of Proposal 1 and 2, as a special resolution, to authorize Class A ordinary shares and Class B ordinary shares, as adjusted following the approval of Proposal 1 and 2, each with a par value of US$0.001 of the Company to have the following rights and privileges (the “Allocation of Voting Rights and Conversion Rights”), in addition to those set forth in the Articles of Association, and to authorize the amendment of the Articles of Association: |
| (a) | in respect of all matters subject to vote at general meetings of the Company, each holder of Class B ordinary shares shall be entitled to one hundred (100) votes per one Class B ordinary share; |
| (b) | each Class A ordinary share shall be convertible into one Class B ordinary share at any time after issuance, at the option of the holder and subject to Board approval; and |
| (c) | the Articles of Association be amended to reflect the foregoing allocation of voting rights and conversion rights and Conyers Trust Company (Cayman) Limited be and is hereby instructed to make all such filings with the Registrar of Companies in the Cayman Islands to implement and give effect to the amendments to the Articles of Association and the matters approved herein; |
| 4. | As an ordinary resolution, to ratify the determinations of the Board of Directors, as set forth in the board resolutions passed on September 24, 2025 (the “Board Resolutions”), which is attached as Annex A, to dispense with the issuance of share certificates and to issue scripless shares, together with other determinations and resolutions implementing the transition to scripless shares approved by the Board of Directors and recorded in the Board Resolutions (the “Transition to Scripless Shares”). To the extent that this proposal is inconsistent with the provisions contained in the Articles of Association, the contents herein shall prevail and be deemed to amend and supersede the corresponding provisions of the Articles of Association by being attached thereto. |
The Company has informed the Depositary that the Board of Directors of the Company recommends a vote "FOR" the proposals.
| A Issues | VisionSys AI Inc | |||
| For | Against | Abstain | ||
| Resolution 1 | ☐ | ☐ | ☐ | |
| Resolution 2 | ☐ | ☐ | ☐ | |
| Resolution 3 | ☐ | ☐ | ☐ | |
| Resolution 4 | ☐ | ☐ | ☐ | |
B Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed.
If these Voting Instructions are signed and timely returned to the Depositary but no specific direction as to voting is marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give Voting Instructions “FOR” the unmarked issue.
If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give an “ABSTAIN” Voting Instruction for such issue.
Please be sure to sign and date this Voting Instructions Card.
Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting Instructions executed by a corporation should be signed in full name by a duly authorized officer with full title as such.
| Signature 1 - Please keep signature within the line | Signature 2 - Please keep signature within the line | Date (mm/dd/yyyy) | ||
| / / |
Exhibit 99.6
Extraordinary General Meeting
The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 a.m. (New York City time) on November 10, 2025 for action to be taken.
| 2025 VOTING INSTRUCTIONS | RESTRICTED AMERICAN DEPOSITARY SHARES (“ADSs”) |
| VisionSys AI Inc (formerly, TCTM Kids IT Education Inc.) | |
| ADS CUSIP No.: | 876108986. |
| ADS Record Date: | October 14, 2025 (New York City time). |
| Meeting Specifics: | Extraordinary General Meeting to be held on November 13, 2025 at 12:00 p.m. (New York City time), at 2 Hammarskjold Plaza, Room 10B, 2nd Avenue, New York, New York 10174 (the “Meeting”). |
| Meeting Agenda: | Please refer to the Company’s Notice of Meeting enclosed herewith. You may also view and download the Notice of Meeting and other announcements from the Company’s website: https://visionsysai.com/. |
| Depositary: | Citibank, N.A. |
| Deposit Agreement: | Deposit Agreement, dated as of April 2, 2014, and as amended by Amendment No.1 to the Deposit Agreement, dated as of December 23, 2021, by and among the Company, the Depositary and all Holders and Beneficial Owners of ADSs issued thereunder. |
| Deposited Securities: | Class A Ordinary Shares, par value US$0.00002 per Share, of the Company. |
| Custodian: | Citibank, N.A. - Hong Kong. |
The undersigned holder, as of the ADS Record Date, of the American Depositary Share(s) issued under the Deposit Agreement identified hereon (such American Depositary Shares, the “ADSs”) hereby authorizes and directs the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by the ADSs in the manner indicated on the reverse side hereof.
The Depositary has been advised by the Company that under the Cayman Islands law as in effect as of the date of the Deposit Agreement, voting at any meeting of shareholders is by show of hands unless a poll is demanded. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Under the Articles of Association of the Company (as in effect on the date of the Deposit Agreement), a poll may be demanded by the chairman of such meeting or by any one or more shareholders who together hold not less than ten percent (10%) in nominal value of the total issued voting shares in the Company, present in person or by proxy for the time being entitled to vote at the meeting.
Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. If the Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose and voting is by poll, such Holder shall be deemed, and the Depositary shall (unless otherwise specified in the notice distributed to Holders) deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (A) the Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of Deposited Securities may be materially adversely affected.
Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except (i) in the case voting at the shareholders meeting is by show of hands, in which case the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions and (ii) as contemplated in Section 4.10 of the Deposit Agreement). Notwithstanding anything else contained in the Deposit Agreement, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.
Please indicate on the reverse side hereof how the Deposited Securities are to be voted.
The Voting Instructions must be marked, signed and returned on time in order to be counted.
By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the voting instructions contained therein.
AGENDA
| 1. | As an ordinary resolution, to approve that every 50 issued and unissued Class A ordinary shares of a par value of US$0.00002 each, every 50 issued and unissued Class B ordinary shares of a par value of US$0.00002 each, and every 50 shares of a par value of US$0.00002 each of such class or classes (however designated) as the board of directors (the “Board” or “Board of Directors”) may determine in accordance with Article 8 of the currently effective amended and restated articles of association of the Company (the “Articles of Association”) in the share capital of the Company be consolidated into 1 Class A ordinary share of a par value of US$0.001, 1 Class B ordinary share of a par value of US$0.001, and 1 ordinary share a par value of US$0.001 as the Board may determine in accordance with Article 8 of the Articles of Association, respectively (the “Share Consolidation”) so that immediately following the Share Consolidation, the authorized share capital will become: |
US$1,000,000 divided into 1,000,000,000 shares comprising of (i) 860,000,000 Class A ordinary shares of a par value of US$0.001 each, (ii) 40,000,000 Class B ordinary shares of a par value of US$0.001 each and (iii) 100,000,000 shares of a par value of US$0.001 each of such class or classes (however designated) as the Board may determine in accordance with Article 8 of the Articles of Association;
| 2. | Subject to the approval of Proposal 1, as an ordinary resolution, to approve that the authorized share capital of the Company be increased to US$10,000,000 by the creation of an additional 9,000,000,000 Class A ordinary shares of a par value of US$0.001 each to rank pari passu in all respects with the existing Class A ordinary shares (the “Increase of Authorized Share Capital”) so that immediately following the Increase of Authorized Share Capital, the authorized share capital will become: |
US$10,000,000 divided into 10,000,000,000 shares comprising of (i) 9,860,000,000 Class A ordinary shares of a par value of US$0.001 each, (ii) 40,000,000 Class B ordinary shares of a par value of US$0.001 each and (iii) 100,000,000 shares of a par value of US$0.001 each of such class or classes (however designated) as the Board may determine in accordance with Article 8 of the Articles of Association;
| 3. | Subject to the approval of Proposal 1 and 2, as a special resolution, to authorize Class A ordinary shares and Class B ordinary shares, as adjusted following the approval of Proposal 1 and 2, each with a par value of US$0.001 of the Company to have the following rights and privileges (the “Allocation of Voting Rights and Conversion Rights”), in addition to those set forth in the Articles of Association, and to authorize the amendment of the Articles of Association: |
| (a) | in respect of all matters subject to vote at general meetings of the Company, each holder of Class B ordinary shares shall be entitled to one hundred (100) votes per one Class B ordinary share; |
| (b) | each Class A ordinary share shall be convertible into one Class B ordinary share at any time after issuance, at the option of the holder and subject to Board approval; and |
| (c) | the Articles of Association be amended to reflect the foregoing allocation of voting rights and conversion rights and Conyers Trust Company (Cayman) Limited be and is hereby instructed to make all such filings with the Registrar of Companies in the Cayman Islands to implement and give effect to the amendments to the Articles of Association and the matters approved herein; |
| 4. | As an ordinary resolution, to ratify the determinations of the Board of Directors, as set forth in the board resolutions passed on September 24, 2025 (the “Board Resolutions”), which is attached as Annex A, to dispense with the issuance of share certificates and to issue scripless shares, together with other determinations and resolutions implementing the transition to scripless shares approved by the Board of Directors and recorded in the Board Resolutions (the “Transition to Scripless Shares”). To the extent that this proposal is inconsistent with the provisions contained in the Articles of Association, the contents herein shall prevail and be deemed to amend and supersede the corresponding provisions of the Articles of Association by being attached thereto. |
The Company has informed the Depositary that the Board of Directors of the Company recommends a vote “FOR” the proposals.
| A Issues | VisionSys AI Inc | |||
| For | Against | Abstain | ||
| Resolution 1 | ☐ | ☐ | ☐ | |
| Resolution 2 | ☐ | ☐ | ☐ | |
| Resolution 3 | ☐ | ☐ | ☐ | |
| Resolution 4 | ☐ | ☐ | ☐ | |
B Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed.
If these Voting Instructions are signed and timely returned to the Depositary but no specific direction as to voting is marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give Voting Instructions “FOR” the unmarked issue.
If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give an “ABSTAIN” Voting Instruction for such issue.
Please be sure to sign and date this Voting Instructions Card.
Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting Instructions executed by a corporation should be signed in full name by a duly authorized officer with full title as such.
| Signature 1 - Please keep signature within the line | Signature 2 - Please keep signature within the line | Date (mm/dd/yyyy) | ||
| / / |