Web3 Meta Limited — AGM Information 2024

Aug 20, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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MILLION STARS HOLDINGS LIMITED 萬星控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8093)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (‘‘EGM’’) of Million Stars Holdings Limited (the ‘‘Company’’) will be convened and held at Room 720, 7/F., Tower A, New Mandarin Plaza, 14 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Tuesday, 10 September 2024 at 10:30 a.m. for the purpose of considering and, if thought fit, passing with or without amendment(s) the following resolutions of the Company:

SPECIAL RESOLUTIONS

1. (i) ‘‘THAT subject to the certificate of incorporation on change of name being issued by the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from ‘‘Million Stars Holdings Limited’’ to ‘‘Web3 Meta Limited’’ and the dual foreign name in Chinese of the Company from ‘‘萬 星 控股 有 限公 司 ’’ to ‘‘ 瓦普思瑞 元宇宙 有 限公 司 ’’, and

   • (ii) ‘‘THAT any one director or the company secretary of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements as he/she considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the proposed change of English and dual foreign name of the Company and to attend to any necessary registration and/or filing for and on behalf of the Company.’’

2. ‘‘THAT:

   • (a) subject to the change of English name and dual foreign name of the Company referred to in special resolution 1 becoming effective, the proposed amendments to the existing second amended and restated memorandum and articles of association of the Company (the ‘‘Proposed Amendments’’), the details of which are set out in the Appendix to the circular of the Company dated 20 August 2024, be and are hereby approved;

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• (b) the new third amended and restated memorandum and articles of association of the Company (incorporating the Proposed Amendments) (the ‘‘New Memorandum and Articles of Association’’), a copy of which has been produced to this meeting and marked ‘‘A’’ and initialled by the chairman of the meeting for the purpose of identification, be and is hereby approved and adopted as the memorandum and articles of association of the Company in substitution for, and to the exclusion of, the existing second amended and restated memorandum and articles of association of the Company with effect from the change of the English name and dual foreign name of the Company referred to in special resolution 1 becoming effective; and

• (c) any Director or company secretary of the Company be and is hereby authorised to do all such acts and things and execute all such documents, deeds and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the adoption of the New Memorandum and Articles of Association, including without limitation, attending to the necessary filings with the Registrar of Companies in the Cayman Islands and Hong Kong for and on behalf of the Company.’’

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

Hong Kong, 21 August 2024

Notes:

1. Any member of the Company (the ‘‘Member’’) entitled to attend and vote at the EGM or its adjourned or postponed meeting (as the case may be) is entitled to appoint one or more proxies (if such Member is the holder of two or more shares in the Company) to attend and, on a poll, vote on his/her/its behalf subject to the provisions of the articles of association of the Company. A proxy need not be a Member but must be present in person at the EGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.

2. Where there are joint registered holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

3. A form of proxy for use at the EGM or its adjourned or postponed meeting is enclosed.

4. In order to be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at 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 holding the EGM or its adjourned or postponed meeting. Completion and return of the form of proxy will not preclude a Member from attending and voting in person at the EGM or its adjourned or postponed meeting if they so wish, and in such event, the form of proxy shall be deemed to be revoked.

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1. For determining Members’ entitlement to attend and vote at the EGM, the register of members will be closed from 5 September 2024 to 10 September 2024 (both dates inclusive), during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration not later than 4:00 p.m. on 4 September 2024.

2. According to Rule 17.47(4) of the GEM Listing Rules, the voting at the EGM or its adjourned or postponed meeting will be taken by poll.

3. If tropical cyclone warning signal No. 8 or above, or an announcement of ‘‘extreme conditions’’ by the Government of Hong Kong in accordance with the revised ‘‘Code of Practice in Times of Typhoon and Rainstorms’’ issued by the Hong Kong Labour Department in June 2019 or a ‘‘black’’ rainstorm warning is in effect in Hong Kong any time after 7:30 a.m. on the date of the EGM, the EGM will be postponed. The Company will post an announcement on the website of Company at https://www.millionstars.hk and on the HKEXnews website of the Stock Exchange at www.hkexnews.hk to notify shareholders of the date, time and place of the re-scheduled meeting.

   • The EGM will be held as scheduled when a tropical cyclone warning signal No. 3 or below or an ‘‘amber’’ or ‘‘red’’ rainstorm warning signal is in force.

After considering their own situations, Members should decide on their own whether or not they would attend the EGM under any bad weather condition and if they do so, they are advised to exercise care and caution.

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.

This announcement, 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 notice 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 notice misleading.

This announcement will remain on the ‘‘Latest Listed Company Announcement’’ page of the Stock Exchange website at (www.hkexnews.hk) for at least seven days from the date of its posting and on the Company’s website (http://www.millionstars.hk).

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