Web3 Meta Limited — Governance Information 2022

Aug 26, 2022

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.

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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)

PROPOSED ADOPTION OF THE AMENDED MEMORANDUM AND ARTICLES OF ASSOCIATION

This announcement is made by Million Stars Holdings Limited (the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’) pursuant to Rule 17.50 of the Rules Governing the Listing of Securities (the ‘‘GEM Listing Rules’’) on GEM of the Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’).

The board of directors (the ‘‘Director(s)’’) of the Company (the ‘‘Board’’) proposes to amend the existing amended and restated memorandum and articles of association of the Company (the ‘‘Existing M&A’’) and to adopt a second amended and restated memorandum and articles of association (the ‘‘Amended M&A’’) in substitution for and to the exclusion of the Existing M&A in order to, among others, comply with the core shareholder protection standards as set out in Appendix 3 to the GEM Listing Rules.

The key amendments that will be incorporated in the Amended M&A include the following:

• (i) to change the definition of ‘‘Company Law’’ to ‘‘Company Act’’;

• (ii) to clarify that the Company shall hold a general meeting as its annual general meeting in each financial year and such annual general meeting shall be held within six months after the financial year end of the Company;

• (iii) to clarify the appointment, removal and remuneration of auditors shall be deemed as an ordinary business that is transacted at a general meeting;

• (iv) to allow general meetings to be convened on the written requisition of any one or more members and that such requisitionist(s) hold(s) as at the date of deposit of the requisition one-tenth or more of the voting rights, on a one vote per share basis, of the issued shares which as at that date carry the right to vote at general meetings of the Company the right to add resolutions to the relevant meeting agenda;

• (v) to allow that a member, who is a clearing house, to appoint representative(s) to attend general meeting of the Company or meeting of creditors of the Company, and that such representative(s) shall be entitled to exercise the same rights and powers on behalf of the clearing house;

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• (vi) to clarify that in relation to any general meeting, every member present in person (or, in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have the right to speak;

• (vii) to clarify that any Director appointed by the Board to fill a casual vacancy or as an addition to the Board shall hold office only until the first annual general meeting of the Company after his/her appointment and shall then be eligible for re-election at that meeting;

• (viii) to allow (but not require) general meetings to be held as an electronic meeting and/or a hybrid meeting where the shareholders of the Company (the ‘‘Shareholders’’) may attend by electronic means in addition to or in lieu of a physical meeting where Shareholders attend in person; and

• (ix) to make other corresponding and ancillary amendments to the Existing M&A as deemed necessary.

The proposed adoption of the Amended M&A is subject to the approval of the Shareholders by way of a special resolution at the forthcoming annual general meeting of the Company (the ‘‘AGM’’), and will become effective upon the approval by the Shareholders at the AGM.

A circular containing, among other things, the notice of the AGM and a summary of the major amendments to be incorporated in the Amended M&A, will be despatched to the Shareholders in due course.

By Order of the Board Million Stars Holdings Limited Zhu Yongjun Chairman and Chief Executive Officer

Hong Kong, 26 August 2022

As at the date hereof, the Board comprises Mr. Zhu Yongjun, Mr. Gan Xiaohua and Ms. Tian Yuan as executive Directors; and Mr. Chen Ce, Ms. Jiang Ying and Ms. Zhu Minli 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 Company Announcements’’ page of the GEM website at http://www.hkgem.com for at least 7 days from the date of its posting and on the website of the Company at http://www.millionstars.hk.

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