Web3 Meta Limited — AGM Information 2024

Oct 28, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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 Million Stars Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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.

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MILLION STARS HOLDINGS LIMITED 萬星控股有限公司

(To be renamed as Web3 Meta Limited 瓦普思瑞元宇宙有限公司)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8093)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE NEW SHARES

AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS, AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Million Stars Holdings Limited to be held at Room 720, 7/F, Tower A, New Mandarin Plaza, 14 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Wednesday, 27 November 2024 at 10:00 a.m. is set out on pages 16 to 20 in this circular. A form of proxy for the Annual General Meeting is enclosed with this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (or any adjournment or postponement thereof) to the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting (or any adjournment or postponement thereof) should you so wish.

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

This circular will remain on the ‘‘Latest Listed Company Information’’ page of the Stock Exchange’s website at www.hkexnews.hk for at least 7 days from the date of its posting and on the Company’s website at www.millionstars.hk.

29 October 2024

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

– i –

CONTENTS

	Page
CHARACTERISTICS OF GEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Voting by Way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II — DETAILS OF RETIRING DIRECTORS PROPOSED
FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

– ii –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• ‘‘Annual General Meeting’’

• the annual general meeting of the Company to be held at Room 720, 7/F, Tower A, New Mandarin Plaza, 14 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Wednesday, 27 November 2024 at 10:00 a.m.

• ‘‘Articles’’

• the articles of association of the Company, as amended, modified or otherwise supplemented from time to time

• ‘‘Board’’

• the board of Directors

• ‘‘close associate(s)’’

• has the meaning ascribed to it under the GEM Listing Rules

• ‘‘Code on Share Buy-backs’’

• the Code on Share Buy-backs approved by the SFC as amended from time to time

• ‘‘Company’’ Million Stars Holdings Limited 萬星控股有限公司 (To be renamed as Web3 Meta Limited 瓦普思瑞元宇宙有限公司), an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM

• ‘‘Companies Act’’ the Companies Act of the Cayman Islands, as amended from time to time

• ‘‘core connected person’’ has the meaning ascribed to it under the GEM Listing Rules

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘Extension Mandate’’

• the extension of the Issue Mandate to include Shares bought back pursuant to the Repurchase Mandate

• ‘‘GEM Listing Rules’’

• the Rules Governing the Listing of Securities on GEM of the Stock Exchange

• ‘‘Group’’

• the Company and its subsidiaries

• ‘‘HK$’’

• Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’

• the Hong Kong Special Administrative Region of the People’s Republic of China

– 1 –

DEFINITIONS

• ‘‘Issue Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the number of issued Shares as at the date of passing the relevant resolution at the Annual General Meeting

• ‘‘Latest Practicable Date’’

• 21 October 2024, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• ‘‘Repurchase Mandate’’ a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase Shares up to a maximum of 10% of the number of issued Shares as at the date of passing the relevant resolution at the Annual General Meeting

• ‘‘SFC’’

• the Securities and Futures Commission of Hong Kong

• ‘‘SFO’’

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time

• ‘‘Share(s)’’

• ordinary share(s) of HK$0.01 each in the share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of Shares

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’ the Code on Takeovers and Mergers approved by the SFC as amended from time to time

• ‘‘%’’ per cent.

– 2 –

LETTER FROM THE BOARD

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MILLION STARS HOLDINGS LIMITED 萬星控股有限公司

(To be renamed as Web3 Meta Limited 瓦普思瑞元宇宙有限公司) (Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8093)

Executive Directors: Mr. Zeng Jin (Chairman) Mr. Gan Xiaohua Ms. Tian Yuan Ms. Liu Qin

Registered Office: Cricket Square Hutchins Drive, PO Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Independent Non-executive Directors: Mr. Chen Ce Ms. Jiang Ying Mr. Lam, Anthony Tze Cheung

Head office and principal place of business in Hong Kong: Room 702, 7th Floor Harbour Crystal Centre 100 Granville Road Tsim Sha Tsui, Kowloon Hong Kong

29 October 2024

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. Resolutions to be proposed at the Annual General Meeting include, inter alia, grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate, and the re-election of retiring Directors.

– 3 –

LETTER FROM THE BOARD

1. PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the Annual General Meeting, ordinary resolutions will be proposed to grant to the Directors new general mandates:

• (i) to allot, issue and deal with new Shares up to a maximum of 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of such resolutions;

• (ii) to repurchase Shares up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of such resolutions; and

• (iii) subject to the passing of the aforesaid ordinary resolutions approving the Issue Mandate and the Repurchase Mandate, the general mandate to extend the Issue Mandate by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted and issued Shares in an amount not exceeding the aggregate nominal amount of the Shares repurchased pursuant to the Repurchase Mandate.

An explanatory statement containing information relating to the Repurchase Mandate and as required pursuant to the GEM Listing Rules is set out in Appendix I to this circular. This explanatory statement contains information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution relating to the Repurchase Mandate at the Annual General Meeting.

As at the Latest Practicable Date, the issued share capital of the Company comprised 687,200,000 Shares. Assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the date of passing the resolution approving the Repurchase Mandate and the Issue Mandate, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate on the date of passing the resolution approving the Repurchase Mandate will be 68,720,000 Shares and the maximum number of Shares which may be issued pursuant to the Issue Mandate on the date of passing the resolution approving the Issue Mandate will be 137,440,000 Shares.

2. RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of seven Directors, namely, Mr. Zeng Jin, Mr. Gan Xiaohua, Ms. Tian Yuan, Ms. Liu Qin, Mr. Chen Ce, Ms. Jiang Ying and Mr. Lam, Anthony Tze Cheung.

– 4 –

LETTER FROM THE BOARD

According to Article 105(A) of the Articles, at each annual general meeting, one-third of the Directors for the time being, or if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation. A retiring Director shall be eligible for re-election. Any Director appointed by the Board pursuant to Article 109 of the Articles shall hold office only until the first annual general meeting of the Company after his appointment and shall then be eligible for re-election at the meeting but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting. Accordingly, Mr. Zeng Jin, Mr. Gan Xiaohua, Ms. Tian Yuan, Ms. Liu Qin, Ms. Jiang Ying and Mr. Lam, Anthony Tze Cheung will retire and, being eligible, will offer themselves for re-election as Directors at the Annual General Meeting.

The biographical details of the retiring Directors eligible for re-election at the Annual General Meeting are set out in Appendix II to this circular.

3. ANNUAL GENERAL MEETING

At the Annual General Meeting, ordinary resolutions will be proposed to approve, inter alia, the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and the re-election of retiring Directors.

Notice of the Annual General Meeting is set out on pages 16 to 20 of this circular. A form of proxy for use at the Annual General Meeting is despatched together with this circular. They are also published on the website of the Stock Exchange and the website of the Company. Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar, Union Registrars Limited, Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment or postponement thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or at any adjournment or postponement thereof if you so wish and in such event, the form of proxy shall be deemed to be revoked.

4. VOTING BY WAY OF POLL

All the resolutions set out in the notice of Annual General Meeting would be decided by poll in accordance with the GEM Listing Rules and the Articles. The Chairman will explain the detailed procedures for conducting a poll at the commencement of the Annual General Meeting.

On a poll, every Shareholder presents in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy shall have one vote for every fully paid Share held. A Shareholder presents in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy who is entitled to more than one vote need not use all his/its votes or cast all his/its votes in the same way.

– 5 –

LETTER FROM THE BOARD

After the conclusion of the Annual General Meeting, an announcement on the poll results will be published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.millionstars.hk.

5. RECOMMENDATION

The Board considers that the ordinary resolutions to be proposed at the Annual General Meeting to approve, inter alia, the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate, and the re-election of retiring Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the proposed resolutions as set out in the notice of the Annual General Meeting.

6. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and is not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

7. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully, For and on behalf of the Board Million Stars Holdings Limited Zeng Jin Chairman and executive Director

– 6 –

EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by the GEM Listing Rules, to provide requisite information to enable you to make an informed decision on whether to vote for or against the ordinary resolution to approve the grant of the Repurchase Mandate to the Directors.

1. GEM LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The GEM Listing Rules permit companies listing on GEM to repurchase their shares on GEM or on another stock exchange recognised for this purpose by the SFC and the Stock Exchange, subject to the provisions of the Code on Share Buy-backs and certain restrictions, amongst which the GEM Listing Rules provide that the shares proposed to be repurchased by the issuer must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate to its directors to make the purchase(s) or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, the number of Shares in issue is 687,200,000. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the date of the Annual General Meeting, the Directors will be authorised to repurchase a maximum of 68,720,000 Shares, being 10% of the number of issued Shares as at the date of passing of the relevant resolution for granting the Repurchase Mandate during the period up to (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the Company is required by its Articles or the applicable laws of the Cayman Islands to hold its next annual general meeting; or (c) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company, whichever occurs first.

3. REASONS FOR THE REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to seek general authority from the Shareholders to enable the Directors to exercise power of the Company to repurchase its Shares on GEM pursuant to the Repurchase Mandate. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders.

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EXPLANATORY STATEMENT

APPENDIX I

4. FUNDING OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for such purpose in accordance with the Articles, the GEM Listing Rules and the applicable laws of the Cayman Islands. Under the Companies Act, any repurchases by the Company may only be made out of profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase or, if so authorised by its Articles and subject to the provisions of the Companies Act, out of capital and, in the case of any premium payable on a repurchase, such premium must be provided for out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorised by its Articles and subject to the provisions of the Companies Act, out of capital. The Company may not repurchase securities on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

5. WORKING CAPITAL

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report for the year ended 30 June 2024) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital requirements of the Company or its gearing levels which, in the opinion of the Board, are from time to time appropriate for the Company.

6. SHARE PRICES

The highest and lowest prices at which the Shares were traded on GEM in each of the twelve months preceding the Latest Practicable Date and up to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2023
October	0.146	0.112
November	0.156	0.114
December	0.121	0.103
2024
January	0.103	0.075
February	0.148	0.084
March	0.160	0.118
April	0.152	0.072
May	0.100	0.072
June	0.111	0.096
July	0.110	0.085
August	0.097	0.084
September	0.084	0.069
October (up to Latest Practicable Date)	0.088	0.075

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EXPLANATORY STATEMENT

APPENDIX I

7. THE TAKEOVERS CODE CONSEQUENCE

If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of the exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such an increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. The Directors are not aware of any Shareholders, or a group of Shareholders acting in concert, who may become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code in the event that the Directors exercise the power to repurchase Shares pursuant to the Repurchase Mandate.

To the best of the knowledge and belief of the Company and as recorded in the register of interests in shares and short positions required to be kept by the Company under section 336 of the SFO, as at the Latest Practicable Date, the following Shareholders had interests representing 10% or more of the issued share capital of the Company.

			Approximate percentage of	Approximate percentage of
			total issued Shares
				If the Shares
		Total	As at the	Buy-back
		number of	Latest	Mandate is
		shares held/	Practicable	exercised in
Name of shareholder	Capacity/Nature	Interested in	Date	full
Shanghai Hutong Investments	Beneficial owner	50,000,000	10.55%	11.72%
Centre (Limited Partnership)*	Interest of controlled	22,497,169
(‘‘SHIC’’)	corporation
Shanghai Angell Asset	Interested of controlled	72,497,169	10.55%	11.72%
Management Company	corporation
Limited (‘‘Shanghai Angell’’)
Jilin Province Investment Group	Interested of controlled	72,497,169	10.55%	11.72%
Company Limited* (‘‘Jilin	corporation
Province Investment Group’’)
Yao Ligang	Interested of controlled	72,497,169	10.55%	11.72%
	corporation
Web3 Group Limited	Beneficial owner	101,600,000	14.78%	16.43%
Shen Guotao	Interest of controlled	101,600,000	14.78%	16.43%
	corporation
Zhou Ming	Interest of controlled	101,600,000	14.78%	16.43%
	corporation

In the event that the Directors shall exercise in full the Repurchase Mandate, the total interests of the above Shareholders would be increased to approximate the respective percentages shown in the last column of the table above.

– 9 –

EXPLANATORY STATEMENT

APPENDIX I

Notes:

1. As at 30 June 2024, the Company had 687,200,000 Shares in issue.

2. SHIC’s deemed shareholdings stated above were held by virtue of its 100% shareholding interests in United Conquer Limited.

3. Shanghai Angell’s deemed shareholdings stated above were held by virtue of its 1.25% capital commitment in SHIC’s contribution through general partnership.

4. Jilin Province Investment Group’s deemed shareholdings stated above were held by virtue of its 37.03% capital commitment in SHIC’s contribution through limited partnership.

5. Yao Ligang’s deemed shareholdings stated above were held by virtue of its 43.20% capital commitment in SHIC’s contribution through limited partnership.

6. Shen Guotao’s deemed shareholdings stated above were held by virtue of its 28.57% shareholding interests in Web3 Group Limited. Zhou Ming’s deemed shareholdings stated above were held by virtue of its 71.43% shareholding interests on Web3 Group Limited.

7. For identification purpose only

The Directors confirmed that they have no present intention to exercise the Repurchase Mandate to such extent as to result in takeover obligation or the public holding of Shares would be reduced below 25% of the issued share capital of the Company.

Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

8. DISCLOSURE OF INTERESTS AND UNDERTAKING

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, has any present intention to sell any Shares to the Company if the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons of the Company that they have a present intention to sell any Shares to the Company, or have undertaken not to sell any Shares held by them to the Company, if the Repurchase Mandate is approved by the Shareholders.

9. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that they will only exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the GEM Listing Rules, the Memorandum and Articles of Association of the Company and the applicable laws of the Cayman Islands.

10. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares (whether on GEM or otherwise) has been made by the Company during the previous six months prior to the Latest Practicable Date.

– 10 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The particulars of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out below:

EXECUTIVE DIRECTORS

Mr. Zeng Jin

Mr. Zeng Jin (‘‘Mr. Zeng’’), aged 50, obtained his double bachelor’s degrees in polymer science and computer software from East China University of Science and Technology (華東理 工大學) in Shanghai, China in July 1997 and master’s degree in business administration from Donghua University (東華大學) in Shanghai, China in June 2008. He served as a department manager, assistant to the general manager, deputy general manager, senior vice president, and secretary to the board in Krone Communications (Shanghai) Co., Ltd. (科龍通訊系統(上海)有 限公司), Shanghai Trayton Furniture Co., Ltd. (上海特雷通傢俱有限公司), Morris Group Co., Ltd. (慕容集團有限公司), and China Floors Lumber (China) Co., Ltd. (財納福諾木業(中國)有 限公司). He has extensive experience in corporate operation and management. From March 2016 to June 2021, he served as an executive director of Morris Holdings Limited and was appointed as a senior vice president and the head of production and quality management. He currently serves as the deputy general manager of Shanghai Xinzhen International Trade Co., Ltd.* (上海鑫珍國際貿易有限公司).

Mr. Zeng has entered into a service contract with the Company for a term of three years commencing from 4 June 2024, subject to retirement by rotation and eligibility for re-election in accordance with the articles of association of the Company. The appointment of Mr. Zeng as an executive director may be terminated by three months’ notice in writing served by either party on the other. Mr. Zeng will receive a remuneration of HKD1.00 per annum and such other fringe benefit as the Board shall in its discretion deem appropriate. The remuneration of Mr. Zeng has been reviewed by the Remuneration Committee of the Company and was determined by the Board with reference to the prevailing market conditions, and the qualifications, experience, duties and responsibilities of Mr. Zeng with the Company. The remuneration of Mr. Zeng is subject to review by the Board and the remuneration committee from time to time.

Mr. Gan Xiaohua

Mr. Gan Xiaohua (‘‘Mr. Gan’’), aged 51, has been appointed as an executive Director of the Company on 25 July 2022. He currently serves as the chairman of Zhejiang Surong Technology Co., Ltd. (浙江速融科技有限公司). He graduated from the Zhejiang University in July 1994 with a bachelor degree in computer application. From September 1994 to October 1999, Mr. Gan worked at Zhongcheng Xingda Electronics Co., Ltd. (中程興達電子有限公司) of the logistics center of Zhejiang University; from July 2000 to November 2008, he served as the general manager of Shanghai Zeou Information Technology Co., Ltd. (上海澤歐信息科技 有限公司); from December 2008 to June 2014, he served as the chairman and general manager of Hangzhou Rongbang Investment Management Company Limited (杭州融邦投資管理有限公 司); from July 2014 to June 2016, he served as the general manager of Hangzhou Guangda

– 11 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Equity Investment Fund Management Company Limited (杭州光大股權投資基金管理有限公 司); and from July 2016 to present, he served as the chairman of Zhejiang Surong Technology Co., Ltd. (浙江速融科技有限公司).

Mr. Gan obtained the Securities Practice Qualification Certificate granted by Asset Management Association of China (中國證券投資基金業協會), and won the first ‘‘County Squire’’ title of Changshan County (常山縣).

Mr. Gan has entered into a service contract with the Company for a term of three (3) years commencing on 25 July 2022 unless and until terminated by either party by serving not less than three months’ written notice. Mr. Gan’s appointment is subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company. Pursuant to the service contract, Mr. Gan will receive a remuneration of HKD1.00 per annum and such other fringe benefit as the Board shall in its discretion deem appropriate. The remuneration of Mr. Gan has been reviewed by the Remuneration Committee of the Company and was determined by the Board with reference to the prevailing market conditions, and the qualifications, experience, duties and responsibilities of Mr. Gan with the Company. The remuneration of Mr. Gan is subject to review by the Board from time to time pursuant to the power conferred on it in the annual general meeting of the Company.

Mr. Gan had interests in 8,000,000 Shares (within the meaning of Part XV of the SFO) as at the Latest Practicable Date.

Ms. Tian Yuan

Ms. Tian Yuan (‘‘Ms. Tian’’), aged 50, has been appointed as an executive Director of the Company on 28 July 2017. Ms. Tian also serves as a director of certain subsidiaries of the Company.

Ms. Tian obtained her bachelor’s degree in economics from the University of California, Los Angeles and her master of science in financial engineering degree from the University of Michigan Ann Arbor.

Ms. Tian previously worked for US I.B. Fund Management Limited, Societe Generale Securities Hong Kong, Ltd, the Investment Management Department of Legend Holdings Ltd and other financial enterprises. She is experienced in technical analysis of foreign exchange, foreign exchange trading, derivatives development, trading and sales, financial product investment, the establishment and operation of investment funds, private equity, capital market investment, financing etc.

Ms. Tian is now the general manager of Shanghai Angell Asset Management Company Limited, the deputy general manager of Jilin Province Investment Group Company Limited (吉林省投資集團有限公司) and the director and deputy general manager of Haitong Jihe Equity Investment Fund Management Co., Ltd. (海通吉禾股權投資基金管理有限公司). She is also the member of the Investment Committee of Jilin Province Modern Agriculture and New Industrial Investment Fund Limited Company* (吉林省現代農業和新興產業投資基金有 限公司) and Jilin Province National New Energy Venture Investment Fund (Limited

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Partnership) (吉林省國家新能源創業投資基金合夥企業（有限合夥）投委會), and the director of the Investment Committee of Jilin Province Ageing Service Industry Fund (Limited Partnership) (吉林省養老服務產業基金合夥企業(有限合夥)).

Ms. Tian is a director of Shanghai Hutong Investments Centre (Limited Partnership)* (上 海胡桐投資中心(有限合夥)) which is a substantial shareholder of the Company.

Ms. Tian entered into a service contract with the Company for a term of three years unless and until terminated by either party by serving not less than three-months’ written notice. Ms. Tian’s appointment is subject to retirement by rotation at least once every three years and re-election at the annual general meeting of the Company in accordance with the Articles.

Pursuant to the service contract, Ms. Tian will be entitled to a nominal remuneration of HK$1.00 and such other fringe benefit as the Board shall in its discretion deem appropriate. As Ms. Tian receives her remuneration from Shanghai Angell Asset Management Co. Ltd (上海 昂巨資產管理有限公司), the management company of Shanghai Hutong Investment Centre (Limited Partnership) (上海胡桐投資中心(有限合夥)), Ms. Tian is willing to receive this nominal remuneration from the Company. The Board considers that her remuneration from the Company will not affect Ms. Tian in performing her responsibilities and duties as an executive Director of the Company. The remuneration of Ms. Tian is subject to review by the Board from time to time pursuant to the power conferred on it in the annual general meeting of the Company.

Ms. Liu Qin

Ms. Liu Qin (‘‘Ms. Liu’’), aged 45, graduated from the School of Law, Tsinghua University in 2009 with a master’s degree and passed the National Judicial Examination with a lawyer’s license. She worked at Jingtian & Gongcheng in Beijing, Ping An Securities and China Merchants Securities, and is currently a partner of Guangdong Jinxian Law Firm* (廣東 進賢律師事務所). She is skilled and experienced with over 20 years of engagement in businesses related to the capital market, including non-performing assets disposal, negotiation, settlement, debt disputes, debt risk isolation, company law, investment and financing services, and provision of long-term legal advice to enterprises.

Ms. Liu has entered into a service contract with the Company for a term of three years commencing from 4 June 2024, subject to retirement by rotation and eligibility for re-election in accordance with the articles of association of the Company. The appointment of Ms. Liu as an executive director may be terminated by three months’ notice in writing served by either party on the other. Ms. Liu will receive a remuneration of HKD1.00 per annum and such other fringe benefit as the Board shall in its discretion deem appropriate. The remuneration of Ms. Liu has been reviewed by the Remuneration Committee of the Company and was determined by the Board with reference to the prevailing market conditions, and the qualifications, experience, duties and responsibilities of Ms. Liu with the Company. The remuneration of Ms. Liu is subject to review by the Board and the remuneration committee from time to time.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

INDEPENDENT NON-EXECUTIVE DIRECTORS

Ms. Jiang Ying

Ms. Jiang Ying (‘‘Ms. Jiang’’), aged 36, has been appointed as an independent non-executive Director of the Company with effect from 11 December 2020. She is now serving as a member of audit committee, remuneration committee, nomination committee and corporate governance committee of the Company.

Ms. Jiang has extensive experience in corporate governance. She currently works at a large group company, responsible for company secretary work of subsidiaries of the group. Ms. Jiang used to work at Long Well International Holdings Limited (Stock Code: 850), a company listed on the Main Board of the Stock Exchange, mainly responsible for corporate internal control and compliance of public company. Ms. Jiang held management positions at several companies in the past, including CEO secretary of CMBC Capital Holdings Limited (Stock Code: 1141) (formerly known as Skyway Securities Group Limited), a company listed on the Main Board of the Stock Exchange; business developer and IT manager of Carlton Mansfield Limited.

Ms. Jiang holds professional qualifications of ‘‘Chartered Secretary’’ and ‘‘Chartered Governance Professional’’, and is a member of The Hong Kong Chartered Governance Institute. Ms. Jiang holds a bachelor’s degree in advertising from Communication University of China, a master’s degree in new media from The Chinese University of Hong Kong and a master’s degree in professional accounting and corporate governance from City University of Hong Kong.

Ms. Jiang entered into a letter of appointment with the Company dated 11 December 2020 under which she is appointed for a period of three years, but is subject to retirement by rotation and re-election at the annual general meeting of the Company at least once every three years in accordance with the Articles.

Ms. Jiang is entitled to a director’s fee of HK$180,000 per annum. The remuneration of Ms. Jiang has been reviewed by the Remuneration Committee of the Company and was determined by reference to her duties and responsibilities with the Company, the Company’s performance and the prevailing market conditions. The remuneration of Ms. Jiang is subject to review by the Board and the Remuneration Committee from time to time.

With reference to the past contributions made by Ms. Jiang to the Company during her tenure, her qualifications and her work experiences as disclosed above, the Board is of the view that Ms. Jiang can provide valuable corporate governance advice to the Board and make contributions to the Board’s diversity. Given that she has confirmed in writing to the Company of her independence with reference to various factors set out in Rule 5.09 of the GEM Listing Rules, the Board is satisfied with her independence.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. Lam, Anthony Tze Cheung

Mr. Lam, Anthony Tze Cheung (‘‘Mr. Lam’’) aged 36, graduated from King’s College London with a Bachelor of Laws degree. He was admitted to the New York State bar in March 2017. He worked as a registered foreign lawyer at Eversheds Sutherland and a legal associate at Nu Skin Enterprises Hong Kong, LLC. Mr. Lam is currently the legal counsel of CFL Holding Limited.

Mr. Lam has entered into a letter of appointment with the Company for a term of three years commencing from 11 January 2024, subject to retirement by rotation and eligibility for re-election in accordance with the articles of association of the Company. The appointment of Mr. Lam as an independent non-executive director may be terminated by three months’ notice in writing served by either party on the other. Mr. Lam will be entitled to a director’s fee of HK$120,000 per annum, which is determined by the Board with reference to his relevant qualifications, experience, responsibilities and duties in the Company and the prevailing market conditions. The remuneration of Mr. Lam is subject to review by the Board and the remuneration committee from time to time.

With reference to the past contributions made by Mr. Lam to the Company during his tenure, his qualifications and his work experiences as disclosed above, the Board is of the view that Mr. Lam can provide valuable accounting and risk management advice to the Board and make contributions to the Board’s diversity. Given that he has confirmed in writing to the Company of his independence with reference to various factors set out in Rule 5.09 of the GEM Listing Rules, the Board is satisfied with his independence.

GENERAL

Save as disclosed above, none of the above Directors:

• (i) held any other positions in any members of the Group as at the Latest Practicable Date;

• (ii) had any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company as at the Latest Practicable Date;

• (iii) held any other directorships in listed public companies in the three years prior to the Latest Practicable Date; and

• (iv) had any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information in relation to the above Directors that needs to be disclosed pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders pursuant to Rule 17.50(2)(w) of the GEM Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [226 x 39] intentionally omitted <==

MILLION STARS HOLDINGS LIMITED 萬星控股有限公司

(To be renamed as Web3 Meta Limited 瓦普思瑞元宇宙有限公司)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8093)

NOTICE IS HEREBY GIVEN that the annual general meeting of Million Stars Holdings Limited (the ‘‘Company’’) will be held at Room 720, 7/F, Tower A, New Mandarin Plaza, 14 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Wednesday, 27 November 2024 at 10:00 a.m. for the following purposes:

AS ORDINARY BUSINESS

ORDINARY RESOLUTIONS

1. To receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the ‘‘Director(s)’’) and the independent auditors of the Company for the year ended 30 June 2024.

2. To re-elect the following retiring Directors:

3. (a) Mr. Zeng Jin as an executive Director;

4. (b) Mr. Gan Xiaohua as an executive Director;

5. (c) Ms. Tian Yuan as an executive Director;

6. (d) Ms. Liu Qin as an executive Director;

7. (e) Ms. Jiang Ying as an independent non-executive Director; and

8. (f) Mr. Lam, Anthony Tze Cheung as an independent non-executive Director.

9. To authorise the board (the ‘‘Board’’) of Directors to fix the Directors’ remuneration.

10. To re-appoint Prism Hong Kong Limited as the Company’s independent auditors and to authorise the Board to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without modifications, the following resolution (‘‘Resolution’’) as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (c) of this Resolution below, pursuant to the Rules (the ‘‘GEM Listing Rules’’) Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’), the exercise by the directors (‘‘Directors’’) of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with the unissued shares (each a ‘‘Share’’) of HK$0.01 each in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants to subscribe for Shares and debentures convertible into Shares), which would or might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Resolution above shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants to subscribe for Shares and debentures convertible into Shares), which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of issued Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of Shares under the exercise of any options granted under the share option scheme or similar arrangement of the Company for the time being adopted by the Company for the grant or issue to eligible participants thereunder or rights to acquire Shares; or (iii) an issue of Shares as any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (‘‘Articles’’) in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed 20 per cent of the aggregate number of issued Shares as at the date of the passing of this Resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this Resolution, ‘‘Relevant Period’’ means the period from the date of the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting is required by the Articles or any applicable law of the Cayman Islands to be held; or

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this Resolution;

‘‘Rights Issue’’ means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the Company’s register of members on a fixed record date in proportion to their then holdings of Shares as at that date (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).’’

1. To consider and, if thought fit, pass with or without modifications, the following resolution (‘‘Resolution’’) as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (b) of this Resolution below, the exercise by the directors (‘‘Directors’’) of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares (‘‘Shares’’) of the Company on GEM of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (‘‘SFC’’) and the Stock Exchange for such purpose, and subject to and in accordance with the Rules Governing of Listing of Securities on GEM, other rules, regulations and requirements of the SFC, the Stock Exchange or other stock exchange, and all applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate number of issued Shares which the Company is authorised to purchase pursuant to the approval in paragraph (a) of this Resolution above during the Relevant Period (as hereinafter defined) shall not exceed 10 per cent of the aggregate number of issued Shares as at the date of the passing of this Resolution and the said approval shall be limited accordingly; and

• (c) for the purposes of this Resolution, ‘‘Relevant Period’’ means the period from the date of the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law of the Cayman Islands to be held; or

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this Resolution.’’

• To consider and, if thought fit, pass with or without modifications, the following resolution as an ordinary resolution:

‘‘THAT conditional on the passing of resolutions numbered 5 and 6 above, the general mandate granted to the directors of the Company to allot, issue and deal with additional shares (‘‘Shares’’) of the Company pursuant to resolution numbered 5 above be and it is hereby extended by the addition thereto of the aggregate number of issued Shares which may be repurchased by the Company pursuant to or in accordance with the authority granted under resolution numbered 6 above, provided that such number of Shares so repurchased shall not exceed 10% of the total number of issued Shares as at the date of passing of the said resolution.’’

By order of the Board Million Stars Holdings Limited Zeng Jin Chairman and executive Director

Hong Kong, 29 October 2024

Registered office: Cricket Square Hutchins Drive, PO Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Room 702, 7th Floor Harbour Crystal Centre 100 Granville Road Tsim Sha Tsui, Kowloon Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the meeting above is entitled to appoint in written form one or, if he is the holder of two or more shares (‘‘Shares’’) of the Company, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the above meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

3. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal, or under the hand of an officer or attorney duly authorised, and must be deposited at the Company’s branch share registrar and transfer office in Hong Kong (‘‘Branch Registrar’’), Union Registrars Limited, Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding the meeting (or any adjournment or postponement thereof).

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NOTICE OF ANNUAL GENERAL MEETING

1. For the purpose of determining members who are qualified for attending the above meeting, the register of members of the Company will be closed from Friday, 22 November 2024 to Wednesday, 27 November 2024 (both days inclusive), during which period no transfer of Shares will be effected. In order to be eligible to attend and vote at the meeting, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Branch Registrar at the above address for registration by no later than 4:00 p.m. on Thursday, 21 November 2024.

2. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting (or any adjournment or postponement thereof) and in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. Save for resolutions approving any procedural and administrative matters, any voting of the meeting should be taken by poll.

4. If Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal or extreme conditions caused by super typhoons is in force in Hong Kong at any time after 7:00 a.m. on the date of the meeting, the meeting will be postponed. The Company will post an announcement on the website of the Company (www.millionstars.hk) and HKExnews website (www.hkexnews.hk) to notify shareholders of the date, time and place of the rescheduled meeting.

The meeting will be held as scheduled if an Amber or a Red Rainstorm Warning Signal is in force. Members of the Company should decide on their own whether they would attend the meeting under bad weather condition bearing in mind their own situations.

As at the date of this notice, the Board comprises Mr. Zeng Jin, Mr. Gan Xiaohua, Ms. Tian Yuan and Ms. Liu Qin as executive directors; and Mr. Chen Ce, Ms. Jiang Ying and Mr. Lam, Anthony Tze Cheung as independent non-executive directors.

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