Web3 Meta Limited — Capital/Financing Update 2017

Mar 17, 2017

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

This joint announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase, or subscribe for securities of the Company.

POWER VIEW GROUP LIMITED ODELLA LEATHER HOLDINGS LIMITED

威 景 集 團 有 限 公 司 愛 特 麗 皮 革 控 股 有 限 公 司

(Incorporated in the British Virgin Islands with limited liability)

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8093)

JOINT ANNOUNCEMENT

(1) CLOSE OF THE MANDATORY UNCONDITIONAL CASH OFFER BY

==> picture [30 x 34] intentionally omitted <==

CHINA GOLDJOY SECURITIES LIMITED

ON BEHALF OF THE OFFEROR

TO ACQUIRE ALL THE ISSUED SHARES OF

ODELLA LEATHER HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED AND/OR AGREED TO BE ACQUIRED BY THE OFFEROR);

(2) RESULTS OF THE OFFER;

AND

(3) WAIVER OF RESTORATION OF PUBLIC FLOAT

Joint Financial Advisers to the Offeror

==> picture [31 x 31] intentionally omitted <==

==> picture [7 x 31] intentionally omitted <==

==> picture [7 x 29] intentionally omitted <==

Titan Financial Services Limited

==> picture [24 x 24] intentionally omitted <==

Dongxing Securities (Hong Kong) Company Limited

CLOSE OF THE OFFER

The Offeror and the Company jointly announce that the Offer made by Goldjoy Securities on behalf of the Offeror was closed at 4:00 p.m. on Friday, 17 March 2017 and was not revised or extended.

RESULTS OF THE OFFER

As at 4:00 p.m. on Friday, 17 March 2017, being the latest time and date for acceptance of the Offer as set out in the Composite Document, the Offeror received valid acceptances in respect of a total of 6,705,955 Offer Shares under the Offer, representing approximately 1.68% of the issued Shares of the Company as at the date of this joint announcement, under the Offer.

– 1 –

As such, immediately after the close of the Offer, the Offeror and parties acting in concert with it were interested in an aggregate of 306,705,955 Shares, representing approximately 76.68% of the issued Shares of the Company.

SHAREHOLDING STRUCTURE OF THE COMPANY

Immediately after the close of the Offer, taking into account the valid acceptances in respect of 6,705,955 Offer Shares under the Offer, the Offeror and parties acting in concert with it were interested in an aggregate of 306,705,955 Shares, representing approximately 76.68% of the issued Shares of the Company as at the date of this joint announcement.

PUBLIC FLOAT

Immediately after the close of the Offer and as at the date of this joint announcement, subject to the due registration by the Registrar of the transfer of those Offer Shares acquired under the Offer, 93,294,045 Shares, representing approximately 23.32% of the issued Shares of the Company, were held by the public (within the meaning under the GEM Listing Rules). Accordingly, the Company cannot fulfil the minimum public float requirement as set out under Rule 11.23(7) of the GEM Listing Rules.

The Company has made an application to the Stock Exchange for a temporary waiver from strict compliance with Rule 11.23(7) of the GEM Listing Rules. The Offeror and the Company will take appropriate steps (including engaging a placing agent to place such number of Shares to other independent third parties not connected with the Company or any of its connected persons and not parties acting in concert with the Offeror) to restore the minimum public float as early as practicable.

Further announcement(s) will be made by the Company regarding the restoration of public float as and when appropriate.

INTRODUCTION

References are made to (i) the joint announcements dated 18 January 2017, 23 January 2017 and 8 February 2017; and (ii) the Composite Document dated 24 February 2017 (the ‘‘Composite Document’’) jointly issued by the Offeror and the Company in relation to, among other things, the mandatory unconditional cash offer by Goldjoy Securities on behalf of the Offeror to acquire all the issued Shares of the Company. Capitalised terms used herein have the same meaning as those defined in the Composite Document unless the context otherwise requires.

CLOSE OF THE OFFER

The Offeror and the Company jointly announce that the Offer made by Goldjoy Securities on behalf of the Offeror was closed at 4:00 p.m. on Friday, 17 March 2017 and was not revised or extended.

– 2 –

RESULTS OF THE OFFER

As at 4:00 p.m. on Friday, 17 March 2017, being the latest time and date for acceptance of the Offer as set out in the Composite Document, the Offeror received valid acceptances in respect of a total of 6,705,955 Offer Shares under the Offer, representing approximately 1.68% of the issued Shares of the Company as at the date of this joint announcement.

As such, immediately after the close of the Offer, the Offeror and parties acting in concert with it were interested in an aggregate of 306,705,955 Shares, representing approximately 76.68% of the issued Shares of the Company, under the Offer.

SHAREHOLDING STRUCTURE OF THE COMPANY

Immediately prior to the Completion on 23 January 2017, the Offeror and parties acting in concert with it did not own, control or direct any Shares and rights over Shares or any convertible securities, warrants or options in the Company. Immediately after the Completion, the Offeror and parties acting in concert with it were interested in a total of 300,000,000 Shares, representing approximately 75% of the then issued Shares of the Company of 400,000,000 Shares as at the Completion Date.

Immediately after the close of the Offer, taking into account the valid acceptances in respect of 6,705,955 Offer Shares under the Offer, the Offeror and parties acting in concert with it are interested in an aggregate of 306,705,955 Shares, representing approximately 76.68% of the issued Shares of the Company as at the date of this joint announcement.

Save as disclosed above, none of the Offeror, its ultimate beneficial owners or parties acting in concert with it (i) held, controlled or directed any Shares and rights over Shares before the Offer Period; or (ii) has acquired or agreed to acquire any Shares or other securities of the Company or rights over the Shares during the Offer Period. The Offeror and parties acting in concert with it have not borrowed or lent any Shares or relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period. As at the date of this joint announcement, there were 400,000,000 Shares in issue.

– 3 –

Set out below is the shareholding structure of the Company (i) immediately before the commencement of the Offer; and (ii) immediately after the close of the Offer (subject to the completion of the transfer of those Offer Shares acquired under the Offer to the Offeror):

The Offeror and parties acting in concert with it Independent Shareholders Total	(i) Immediately before the commencement of the Offer Number of Shares Approximate % 300,000,000 75.00 100,000,000 25.00 400,000,000 100.00	(ii) Immediately after the close of the Offer Number of Shares Approximate % 306,705,955 76.68 93,294,045 23.32 400,000,000 100.00	(ii) Immediately after the close of the Offer Number of Shares Approximate % 306,705,955 76.68 93,294,045 23.32 400,000,000 100.00
			100.00

SETTLEMENT OF THE OFFER

Based on the valid acceptances in respect of 6,705,955 Offer Shares under the Offer and the Offer Price, the total consideration for the Offer is approximately HK$7,840,602.59. Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty in respect of acceptance of the Offer) payable for the Offer Shares tendered under the Offer have been or will be despatched to the Independent Shareholders accepting the Offer by ordinary post at their own risk within seven Business Days after the date of receipt by the Registrar of all relevant documents of title to render such acceptance complete and valid in accordance with the Takeovers Code.

PUBLIC FLOAT AND WAIVER OF RESTORATION OF PUBLIC FLOAT

Immediately after the close of the Offer and as at the date of this joint announcement, subject to the due registration by the Registrar of the transfer of those Offer Shares acquired under the Offer, 93,294,045 Shares, representing approximately 23.32% of the issued Shares of the Company, were held by the public (within the meaning under the GEM Listing Rules). Accordingly, the Company cannot fulfil the minimum public float requirement as set out under Rule 11.23(7) of the GEM Listing Rules.

The Company has made an application to the Stock Exchange for a temporary waiver from strict compliance with Rule 11.23(7) of the GEM Listing Rules. The Offeror and the Company will take appropriate steps (including engaging a placing agent to place such number of Shares to other independent third parties not connected with the Company or any of its connected persons and not parties acting in concert with the Offeror) to restore the minimum public float as early as practicable.

– 4 –

Further announcement(s) will be made by the Company regarding the restoration of public float as and when appropriate.

By Order of the Board By Order of the Board Power View Group Limited Odella Leather Holdings Limited Tian Yuan Cheung Woon Yiu Director Chairman

Hong Kong, 17 March 2017

As at the date of this joint announcement, the board of the directors of the Offeror comprises of Ms. Tian Yuan and Mr. Zhu Yongjun.

As at the date of this joint announcement, the Offeror is ultimately and indirectly controlled by Mr. Shi Weiguo, Mr. Zhang Xian, Mr. Feng Yuming, Mr. Li Hongxin, Mr. Li Jun and Mr. He Zhiliang, being the general partners of Shanghai Tiger.

The directors of the Offeror and, collectively, the general partners of Shanghai Tiger jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Group) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, the Board comprises: Ms. Cheung Woon Yiu, Ms. Lam Wai Si Grace, Mr. Ching Wai Man, Mr. Zhu Yongjun and Mr. Tang Yau Sing as executive Directors, Ms. Ng Lai Hung and Mr. Shao Zuosheng as non-executive Directors; and Dr. Wong Wai Kong, Mr. How Sze Ming, Mr. Philip David Thacker, Mr. Chui Man Lung Everett, Mr. Cheung Kam Tong Antonio and Mr. Han Chu as independent non-executive Directors.

All the Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror and parties acting in concert with it) and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Offeror and parties acting in concert with it) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.

This joint announcement will remain on the GEM website at www.hkgem.com on the ‘‘Latest Company Announcements’’ page for at least seven days from the day of its posting and on the Company’s website at www.odella.com.

– 5 –