Web3 Meta Limited — Capital/Financing Update 2024

Mar 11, 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)

SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

THE SUBSCRIPTION

On 11 March 2024 (after trading hours), the Company entered into the Subscription Agreement with the Subscriber pursuant to which the Subscriber has conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue 101,600,000 Subscription Shares at the Subscription Price of HK$0.125 per Subscription Share in accordance with the terms and conditions as set out in the Subscription Agreement.

The number of Subscription Shares represents (i) 17.35% of the total number of the issued Shares as at the date of this announcement; and (ii) approximately 14.78% of the total number of the issued Shares as enlarged by the allotment and issue of the Subscription Shares immediately following the completion of Subscription (assuming that there will be no other changes in the issued share capital of the Company between the date of this announcement and the Completion Date).

Completion of the Subscription is subject to fulfilment of the conditions under the Subscription Agreement. As the Subscription may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

THE SUBSCRIPTION AGREEMENT

On 11 March 2024 (after trading hours), the Company and the Subscriber entered into the Subscription Agreement, pursuant to which the Company has conditionally agreed to allot and issue, and the Subscriber has conditionally agreed to subscribe for 101,600,000 Subscription Shares at the Subscription Price of HK$0.125 per Subscription Share in accordance with the terms and conditions as set out in the Subscription Agreement.

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The principal terms of the Subscription Agreement are summarised below:

Date : 11 March 2024 Issuer : The Company Subscriber : Web3 Group Limited (瓦普思瑞集 團股份有 限公司) Number of Subscription : 101,600,000 shares Shares to be subscribed for

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, the Subscriber is the Independent Third Party of the Company.

Pursuant to the Subscription Agreement, the Subscriber had conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue 101,600,000 Subscription Shares, representing:

• (i) 17.35% of the total number of the issued Shares as at the date of this announcement; and

• (ii) approximately 14.78% of the total number of the issued Shares as enlarged by the allotment and issue of the Subscription Shares immediately following the completion of Subscription (assuming that there will be no other changes in the issued share capital of the Company between the date of this announcement and the Completion Date).

Subscription Price

The Subscription Price of HK$0.125 per Subscription Share represents:

• (i) a discount of approximately 10.71% to the closing price of HK$0.140 per Share as quoted on the Stock Exchange on the date of the Subscription Agreement; and

• (ii) a premium of approximately 2.12% to the average closing price of approximately HK$0.1224 per Share as quoted on the Stock Exchange for the last five (5) trading days immediately prior to the date of the Subscription Agreement.

The Subscription Price was determined after arm ’ s length negotiation between the Company and the Subscriber with reference to the prevailing market conditions and the recent share price performance and liquidity of the Shares. The Board considers that the terms of the Subscription Agreement (including the Subscription Price) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The total Subscription Price of HK$12,700,000 will be payable by the Subscriber in cash at the completion of the Subscription.

Ranking of the Subscription Shares

The Subscription Shares will rank, upon issue, pari passu in all respects with the Shares in issue on the date of allotment and issue of the Subscription Shares.

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Conditions precedent

Completion of the Subscription is subject to the fulfilment or waiver (as the case may be) of the following conditions:

• (i) the Stock Exchange having approved the issue of the Subscription Shares and the GEM Listing Committee of the Stock Exchange having granted the listing of, and the permission to deal in, the Subscription Shares and such listing and permission having not been revoked;

• (ii) all the required approvals, authorisations, consents having been obtained from, and all the required registrations and filings having been completed with (if applicable), the government authorities or regulatory bodies or any relevant third party in connection with the transactions contemplated under the Subscription Agreement;

• (iii) the warranties and representations of the Company contained in the Subscription Agreement remaining true, accurate and not misleading in each case in all material respects at any time between the date of the Subscription Agreement and the Completion Date (both dates inclusive) and as if made at such time; and

• (iv) the warranties and representations of the Subscriber contained in the Subscription Agreement remaining true, accurate and not misleading in each case in all material respects at any time between the date of the Subscription Agreement and the Completion Date (both dates inclusive) and as if made at such time.

The Company is entitled to waive condition (iv) above at its absolute discretion by way of written notice to the Subscriber, and the Subscriber is entitled to waive condition (iii) above at its absolute discretion by way of written notice to the Company.

In the event that any of the above conditions is not fulfilled or waived in accordance with the above clause on or before 29 March 2024 (or such other date as may be agreed by the Company and the Subscriber), the Subscription Agreement may be terminated by either party by notice in writing to the other party and all rights and obligations thereunder shall cease and terminate and none of the parties thereto shall have any claim against the other, save for any antecedent breach thereof.

Completion

Completion of the Subscription shall take place on the fifteenth Business Day after the date that the conditions precedent of the Subscription Agreement have been fulfilled or waived (as the case may be) or such other date as may be agreed by the Company and the Subscriber.

NOMINAL VALUE OF THE SUBSCRIPTION SHARES

The aggregate nominal value of the Subscription Shares is HK$1,016,000.

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GENERAL MANDATE

The Subscription Shares will be allotted and issued by the Company pursuant to the General Mandate and is therefore not subject to Shareholders ’ approval. The Company is authorised to allot, issue or otherwise deal with up to 101,600,000 new Shares under the General Mandate. As at the date of this announcement, the Company has not allotted or issued any Share under the General Mandate. After completion of issue and allotment of the Subscription Shares, there will be no Shares remaining which can be allotted by the Company under the General Mandate.

APPLICATION FOR LISTING

Application will be made by the Company to the GEM Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

INFORMATION OF THE GROUP

The Group is an integrated group, which was principally engaged in internet advertising agency services, the build-up and operation of a digitalization empowerment platform, and digital assets business.

INFORMATION OF THE SUBSCRIBER

Web3 Group Limited (the ‘‘ Web3 ’’ ), a limited company incorporated in Hong Kong, is an investment institution in Hong Kong focusing on the Web3 industry. Currently, it has an investment layout in various sectors within the Web3 field, including Web3 wallets, decentralized exchanges, distributed storage, public blockchains, cloud computing platforms, Web3 community AI media, metaverse games, and advertising, among others. To the best of the knowledge of the Directors and based on publicly available information and information provided by Web3, Mr. Zhou Ming ( 周 明先生) and Mr. Shen Guotao (沈 國 濤先生) are the ultimate beneficial owners of Web3 Group Limited, and with all reasonable enquiries made, they are independent of the Company and its connected persons.

To the best of the Directors ’ knowledge, information and belief after having made all reasonable enquiries, the Subscriber is independent third parties of the Company and its connected persons (as defined in the GEM Listing Rules).

REASONS FOR AND BENEFITS OF THE SUBSCRIPTION

The Directors consider that the Subscription represent an opportunity to raise additional funding for the Group ’ s business operation. The Subscription to be used for repayment of the Group ’ s certain outstanding loans while the remaining balance for general working capital and business development 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.

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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 HK12,600,000 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 proceeds Repayment of certain borrowings General working capital Management Fees Total	Percentage 24% 50% 26% 100%	Allocation of net proceeds Expected timeline for use (HK$) 3,024,000 31 March 2024 6,300,000 31 December 2024 3,276,000 31 December 2024 12,600,000

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

EQUITY FUND RAISING ACTIVITIES OF THE COMPANY DURING THE PAST 12 MONTHS

		Net proceeds		Actual use of
Date of	Fund raising	raised	Proposed use of the net	the net
Announcement	activity	(approximately)	proceeds	proceeds
17 March 2023	Subscription of	HK$2,950,000	Please refer to the	Fully Utilized
	20,000,000 shares		announcement dated
			17 March 2023
			for details
15 November 2023	Subscription of	HK$9,112,000	Please refer to the	HK$3,149,000
	77,600,000 shares		announcement dated
			15 November 2023
			for details

The Company has not conducted any equity fund raising activities in the past 12 months immediately preceding the date of this announcement.

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EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

The following table illustrates the shareholding structure of the Company, in each case assuming that no new Shares are issued or repurchased between the date of this announcement and the Completion Date save for the Subscription: (i) as at the date of this announcement; and (ii) immediately after completion of the Subscription:

Director Gan Xiaohua Substantial Shareholders Shanghai Hutong Investments Centre Limited Partnership Xie Ming Jia Heng Tai Feng Co. Limited 7 Road Holdings Limited Zhu Yongjun Subscriber Other Public Shareholders Total	As at the date of this announcement Number of Shares Approximately % 8,005,000 1.37% 72,497,169 12.38% 56,750,000 9.69% 52,000,000 8.88% 54,000,000 9.22% 38,398,786 6.56% — — 303,949,045 51.90% 585,600,000 100.00%	Immediately after completion of subscription Number of Shares Approximately % 8,005,000 1.16% 72,497,169 10.55% 56,750,000 8.26% 52,000,000 7.57% 54,000,000 7.86% 38,398,786 5.59% 101,600,000 14.78% 303,949,045 44.23% 687,200,000 100%	Immediately after completion of subscription Number of Shares Approximately % 8,005,000 1.16% 72,497,169 10.55% 56,750,000 8.26% 52,000,000 7.57% 54,000,000 7.86% 38,398,786 5.59% 101,600,000 14.78% 303,949,045 44.23% 687,200,000 100%
			100%

GENERAL

Completion of the Subscription is subject to fulfilment of the conditions under the Subscription Agreement. As the Subscription may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:

‘‘ Board ’’ the board of Directors ‘‘ Business Day ’’ any day (excluding a Saturday, Sunday and public holiday) on which licensed banks in Hong Kong are generally open for business

‘‘ Company ’’ Million Stars Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability, and the Shares of which are listed on GEM of the Stock Exchange

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‘‘ Completion Date ’’

the date of completion of the Subscription pursuant to the Subscription Agreement

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

• ‘‘ GEM Listing Committee ’’ the GEM listing committee of the Stock Exchange

• ‘‘ General Mandate ’’

the general mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on 16 November, 2023 to allot, issue and deal with up to 101,600,000 Shares, being 20% of the then number of issued shares of the Company as at 16 November 2023

• ‘‘ Group ’’ the Company and its subsidiaries

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

• ‘‘ HK$ ’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘ Independent Third any person(s) or company(ies) and their respective ultimate Party(ies) ’’ beneficial owner(s) whom, to the best of the Directors ’ knowledge, information and belief having made all reasonable enquiries, are third parties independent of the Company and the connected persons of the Company

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

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

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

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

• ‘‘ Subscriber ’’ Web3 Group Limited (瓦普思瑞集 團股份有 限公司), is a limited company incorporated in Hong Kong

• ‘‘ Subscription ’’ subscription by the Subscriber for the Subscription Shares pursuant to and in accordance with the terms and conditions of the Subscription Agreement

• ‘‘ Subscription Agreement ’’ the subscription agreement dated 11 March 2024 entered into between the Company and Subscriber in respect of the subscription of 101,600,000 new Shares at the Subscription Price

• ‘‘ Subscription Price ’’ HK$0.125 per Subscription Share

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‘‘ Subscription Share(s) ’’

the 101,600,000 new Shares to be subscribed for by the Subscribers and to be issued and allotted by the Company pursuant to and in accordance with the terms and conditions of the Subscription Agreement

‘‘ % ’’

per cent.

By Order of the Board Million Stars Holdings Limited Gan Xiaohua Tian Yuan Co-Chairman

Hong Kong, 11 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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