Web3 Meta Limited — Board/Management Information 2025

Feb 17, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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)

REQUISITION FROM A SHAREHOLDER TO CONVENE AN EXTRAORDINARY GENERAL MEETING

This announcement is made by Web3 Meta Limited (the "Company") pursuant to Rule 17.10(2) of the Rules (the "GEM Listing Rules") Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

On or about 14 February 2025, the Company received a notice and a supplemental notice dated 14 February 2025 from Web3 Group Limited ("Web3 Group") requesting the board of directors of the Company (the "Board") to call for an extraordinary general meeting of the Company (the "EGM") in accordance with Article 64 of the articles of association of the Company (the "Articles") for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company (the "Requisition"):

1. "THAT Mr. Zeng Jin be and is hereby removed as an executive director of the Company (the "Director") with effect upon passing of this resolution."
2. "THAT Ms. Tian Yuan be and is hereby removed as an executive Director with effect upon passing of this resolution."
3. "THAT Mr. Chen Ce be and is hereby removed as an independent non-executive Director with effect upon passing of this resolution."
4. "THAT Ms. Zhu Minli be and is hereby removed as an independent non-executive Director with effect upon passing of this resolution."
5. "THAT Ms. Zhu Xiaolin be and is hereby removed as an independent non-executive Director with effect upon passing of this resolution."
6. "THAT Mr. Yuan Guochang be and is hereby appointed as an executive Director effect upon passing of this resolution."
7. "THAT Ms. Sun Yuan be and is hereby appointed as an executive Director with effect upon passing of this resolution."

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1. “THAT Ms. Zhang Ang be and is hereby appointed as an executive Director with effect upon passing of this resolution.”

2. “THAT Mr. Liu Cong be and is hereby appointed as an independent non-executive Director with effect upon passing of this resolution.”

3. “THAT Mr. Xu Xi be and is hereby appointed as an independent non-executive Director with effect upon passing of this resolution.”

4. “THAT Ms. Qin Ling be and is hereby appointed as an independent non-executive Director with effect upon passing of this resolution.”

5. “THAT the Board be and is hereby authorised to fix the remuneration of the Directors.”

6. “THAT each of the directors of the Company appointed to the board of directors of the Company between the date of the requisition notice dated 14 February 2025 for the convening of the extraordinary general meeting of the Company (the “EGM”) and the date of the EGM, other than those persons who are to be appointed directors of the Company at the EGM, be and is hereby removed as a director of the Company with effect upon passing of this resolution.”

Pursuant to Article 64 of the Articles, extraordinary general meetings shall be convened and resolutions to a meeting agenda shall be added on the requisition of one or more shareholders holding, at the date of deposit of the requisition, one tenth or more of the paid up capital of the Company having the right of voting at general meetings (on a one vote per share basis) in the share capital of the Company. Such requisition (and resolutions to a meeting agenda, as applicable) shall be made in writing to the Directors or the company secretary of the Company for the purpose of requiring an extraordinary general meeting to be called by the Directors for the transaction of any business specified in such requisition; and such meeting shall be held within two months after the deposit of such requisition.

As at the date of deposit of the Requisition, Web3 Group held 76,068,092 Shares, representing approximately 11.1% of the issued share capital of the Company. Hence, the Company is required to proceed to convene an extraordinary general meeting for the purpose of considering and, if thought fit, approving the resolutions set out in the Requisition, and such meeting shall be held within two (2) months after the deposit of such Requisition.

REASON FOR THE PROPOSED RESOLUTIONS

The Requisition does not set out any reasons and/or grounds in respect of the proposed resolutions. Accordingly, the Board is not able to provide Shareholders with the above information for consideration.

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THE CONVENING OF EGM

The Board is now in course of obtaining legal advice in respect of the legality and procedural regularity of the Requisition. Upon obtaining relevant legal advice, the Company will make further announcement(s) in respect of the Requisition as and when appropriate, and the Board will, if appropriate, convene the EGM for the purpose of considering, and if thought fit, passing the relevant proposed resolutions and dispatch a circular containing details of such resolutions together with a notice of the EGM to the Shareholders in accordance with the applicable requirements under Cayman law, the GEM Listing Rules and the Articles.

By Order of the Board
Web3 Meta Limited
Zeng Jin
Chairman and Executive Director

Hong Kong, 14 February 2025

As at the date hereof, the Board comprises Mr. Zeng Jin, Mr. Gan Xiaohua, Ms. Tian Yuan and Ms. Liu Qin as executive Directors; and Mr. Chen Ce, Ms. Zhu Minli and Ms. Zhu Xiaolin as independent non-executive Directors.

This announcement, for which the Directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited 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 announcement 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 announcement misleading.

This announcement will remain on the "Latest Company Announcements" page of the Stock Exchange at www.hkexnews.hk for at least 7 days from the day of its publication and on the website of the Company at http://www.web3meta.hk.

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