Web3 Meta Limited — Capital/Financing Update 2024

Mar 28, 2024

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.

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

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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)

COMPLETION OF SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

Reference is made to the announcement of Million Stars Holdings Limited (the ‘‘Company’’) dated 11 March 2024 (the ‘‘Announcement’’) in relation to the subscription of new shares under general mandate. Capitalised terms used herein shall have the same meanings as those defined in the Announcement unless otherwise specified.

COMPLETION OF THE SUBSCRIPTION AGREEMENT

The Board is pleased to announce that all the conditions of the Subscription Agreement have been fulfilled and completion of the Subscription by Web3 Group Limited 瓦普思瑞集 團 股 份 有 限公 司 (the ‘‘Subscriber’’) took place on 28 March 2024, whereby 101,600,000 Subscription Shares were allotted and issued to the Subscriber by the Company at the Subscription Price of HK$0.125 per Subscription Share. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Subscriber and its ultimate beneficial owners, ultimately held as to 71.43% by Mr. Zhou Ming* (周明先生) and 28.57% by Mr. Shen Guotao* ( 沈國 濤先生) are independent third parties of the Company and its connected persons (as defined in the GEM Listing Rules).

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REASONS FOR AND BENEFITS OF THE SUBSCRIPTION

The Directors consider that the Subscription represents an opportunity to raise additional funding for the Group’s business operation. The net proceeds from the Subscription will be used for repayment of the Group’s certain outstanding loans while the remaining balance for general working capital and business development on internet advertising agency services and digitalization empowerment platform of the Group.

The Directors consider that the Subscription represents an opportunity for the Group to reduce its liabilities and broaden the capital base and Shareholder base of the Company. Accordingly, the Directors consider that the Subscription is in the interest of the Company and the Shareholders as a whole.

USE OF PROCEEDS

Each of the gross proceeds and net proceeds from the issue of the Subscription Shares is estimated to be approximately HK$12,700,000 and HK$12,600,000 respectively. The Company intends to use the net proceeds (i) for future business development, (ii) for repayment of borrowings and (iii) for general working capital of the Group.

The table below is a summary of the use of net proceeds:

Intended use of proceedsRepayment of certainborrowingsBusiness development oninternet advertisingagency services anddigitalizationempowerment platformGeneral working capitalTotal	Percentage24%50%26%100%	Allocation ofnet proceedsExpected timeline for use(HK$)3,024,00030 June 20246,300,00031 December 20243,276,00031 December 202412,600,000

The net price of each Subscription Share will be approximately HK$0.124.

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EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company (i) immediately before completion of the Subscription by the Subscriber; and (ii) immediately after completion of the Subscription by the Subscriber is as follows:

DirectorGan XiaohuaSubstantial ShareholdersShanghai Hutong InvestmentsCentre Limited PartnershipWeb3 Group LimitedOther Public ShareholdersTotal	Immediately beforecompletion of theSubscriptionImmediately after completionof the SubscriptionNumber ofSharesApproximately%Number ofSharesApproximately%8,005,0001.37%8,005,0001.16%72,497,16912.38%72,497,16910.55%——101,600,00014.78%505,097,83186.25%505,097,83173.51%585,600,000100.00%687,200,000100%By Order of the BoardMillion Stars Holdings LimitedGan XiaohuaTian YuanCo-Chairman

Hong Kong, 28 March 2024

As at the date of this announcement, the Board comprises Mr. Gan Xiaohua and Ms. Tian Yuan 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 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 Listed Company Information’’ page of the Stock Exchange website at http://www.hkexnews.hk for at least 7 days from the date of its posting and on the website of the Company at http://www.millionstars.hk.

• For identification only

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