Web3 Meta Limited — Proxy Solicitation & Information Statement 2024

Aug 20, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Million Stars Holdings Limited, you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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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 CHANGE OF COMPANY NAME, PROPOSED ADOPTION OF THE THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION, AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at 10:30 a.m. on Tuesday, 10 September 2024 at Room 720, 7/F., Tower A, New Mandarin Plaza, 14 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong is set out on pages EGM-1 to EGM-3 of this circular.

A form of proxy for use at the EGM is also enclosed. Whether or not you are able to attend the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong Share Registrar, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment or postponement thereof. The completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment or postponement thereof if you so wish, and in such event, the form of proxy shall be deemed to be revoked.

This circular together with a form of proxy will remain on the Stock Exchange website at www.hkexnews.hk on the ‘‘Latest Listed Company Announcement’’ page for at least 7 days from the date of its posting and on the website of the Company at https://www.millionstars.hk.

21 August 2024

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

– i –

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
I.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
II.	Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
III.	Proposed Adoption of the Third Amended and Restated Memorandum
	and Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
IV.	Extraordinary General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . .	5
V.	Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
VI.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
VII.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
VIII.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix	— Proposed Adoption of the Third Amended and
	Restated Memorandum and Articles of Association . . . . . . .	7
Notice of	Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– ii –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• ‘‘Announcement’’ the announcement of the Company dated 5 July 2024 in relation to the Proposed Change of Company Name

• ‘‘Articles’’ the amended and restated articles of association of the Company which was adopted on 10 October 2022 as amended or supplemented from time to time

• ‘‘Board’’ the board of Directors

• ‘‘Company’’ Million Stars Holdings Limited (萬星控股有限公司) (Stock Code: 8093), an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the GEM of the Stock Exchange

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

• ‘‘EGM’’ the extraordinary general meeting of the Company to be held at Room 720, 7/F., Tower A, New Mandarin Plaza, 14 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong, on Tuesday, 10 September 2024 at 10:30 a.m., a notice of which is set out on pages EGM-1 to EGM-3 of this circular, or any adjourned or postponed meeting thereof

• ‘‘GEM’’ GEM operated by the Stock Exchange

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

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC

• ‘‘Hong Kong Share Registrar’’ Union Registrars Limited, the Hong Kong branch share registrar and transfer office of the Company, with its address at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong

• ‘‘New M&A’’ the third amended and restated memorandum and articles of association of the Company incorporating the amendments set out in the Appendix to this circular proposed to be approved and adopted by way of a special resolution at the EGM

• ‘‘PRC’’ the People’s Republic of China (for the purpose of this circular, excluding Hong Kong, Macau Special Administrative Region of the PRC and Taiwan)

– 1 –

DEFINITIONS

‘‘Proposed Change of Company the proposed change of the English name of the Company Name’’ from ‘‘Million Stars Holdings Limited’’ to ‘‘Web3 Meta Limited’’ and the dual foreign name in Chinese of the Company from ‘‘萬星控股有限公司’’ to ‘‘瓦普思瑞元宇宙 有限公司’’ ‘‘Share(s)’’ ordinary share(s) of HK$0.01 each in the issued capital of the Company ‘‘Shareholder(s)’’ holder(s) of Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘%’’ per cent

– 2 –

LETTER FROM THE BOARD

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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)

Executive Directors: Mr. Zeng Jin (Chairman) Mr. Gan Xiaohua Ms. Tian Yuan Ms. Liu Qin

Independent non-executive Directors: Mr. Chen Ce Ms. Jiang Ying Mr. Lam, Anthony Tze Cheung

Registered address and Address of the Head Office in the Cayman Islands: Cricket Square Hutchins Drive, PO Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Place of business in Hong Kong: Room 702A&B, 7/F. Harbour Crystal Centre 100 Granville Road Tsimshatsui, Kowloon Hong Kong

21 August 2024

To the Shareholders,

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME, PROPOSED ADOPTION OF THE THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION, AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

Reference is made to the Announcement. The purpose of this circular is to provide the Shareholders with information in respect of the special resolutions to be proposed at the EGM to be held on 10 September 2024.

– 3 –

LETTER FROM THE BOARD

II. PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from ‘‘Million Stars Holdings Limited’’ to ‘‘Web3 Meta Limited’’ and the dual foreign name in Chinese of the Company from ‘‘萬星控股有限公司’’ to ‘‘瓦普思瑞元宇宙有限公司’’.

Conditions for the Proposed Change of Company Name

The Proposed Change of Company Name is subject to the following conditions:

• (i) passing of a special resolution by the Shareholders to approve the Proposed Change of Company Name at the EGM; and

• (ii) the Registrar of Companies in the Cayman Islands approving the Proposed Change of Company Name by issuing a certificate of incorporation on change of name.

Subject to the satisfaction of the above conditions, the Proposed Change of Company Name will take effect from the date on which the certificate of incorporation on change of name is issued by the Registrar of Companies in the Cayman Islands. The Company will comply with the necessary registration and/or filing procedures in Hong Kong and the Cayman Islands.

Reasons for the Proposed Change of Company Name

The Board considers the Proposed Change of Company Name will provide the Company with a more defined corporate image and identity which will benefit the Company’s future business development. The Board believes that the Proposed Change of Company Name is in the interests of the Company and the Shareholders as a whole.

Effect of the Proposed Change of Company Name

The Proposed Change of Company Name will not, of itself, affect the rights of any Shareholders or the Company’s daily business operation and its financial position.

All existing share certificates of the Company bearing the existing names of the Company will, after the Proposed Change of Company Name becomes effective, continue to be valid evidence of title to the Shares and will continue to be valid for trading, settlement, registration and delivery purposes. As such, no arrangement will be made for the exchange of the existing share certificates of the Company for the new share certificates bearing the Company’s new name as a result of the Proposed Change of Company Name. Share certificates of the Company which are issued after the Proposed Change of Company Name becomes effective will be under the Company’s new name.

Subject to the confirmation by the Stock Exchange, the Board intends to change the English and Chinese stock short names of the Company accordingly after the Proposed Change of Company Name becomes effective.

– 4 –

LETTER FROM THE BOARD

III. PROPOSED ADOPTION OF THE THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

The Board proposes to amend the Existing M&A to reflect the Proposed Change of Company Name (the ‘‘Proposed Amendments’’) by adopting the New M&A incorporating and consolidating all the Proposed Amendments, in substitution for, and to the exclusion of, the Existing M&A (the ‘‘Proposed Adoption of New M&A’’).

The Proposed Adoption of New M&A shall be subject to the following conditions:

• (i) the passing of a special resolution by the Shareholders approving the Proposed Adoption of New M&A at the EGM; and

• (ii) the Proposed Change of Company Name becoming effective.

The details of the Proposed Amendments are set out in the Appendix to this circular.

IV. EXTRAORDINARY GENERAL MEETING AND PROXY ARRANGEMENT

A notice convening the EGM is set out on pages EGM-1 to EGM-3 of this circular. Whether or not you are able to attend the meeting or any adjourned or postponed meeting thereof, you are requested to complete the accompanying form of proxy and return it to the Company’s Hong Kong Share Registrar, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjourned or postponed meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you wish to do so and in such event, the form of proxy shall be deemed to be revoked.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, no Shareholder is required to abstain from voting at the EGM in respect of the Proposed Change of Company Name and the Proposed Adoption of New M&A at the EGM.

For determining the eligibility to attend and vote at the EGM, the register of members of the Company will be closed from 5 September 2024 to 10 September 2024, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer of Shares, accompanied by the relevant Share certificates, must be lodged with the Company’s Hong Kong Share Registrar, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, for registration not later than 4:00 p.m. on 4 September 2024.

– 5 –

LETTER FROM THE BOARD

V. VOTING BY POLL

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of the Shareholders at the EGM must be taken by poll. An announcement on the poll results will be made by the Company after the EGM in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote need not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

VI. RESPONSIBILITY STATEMENT

This circular, 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 Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular 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 circular misleading.

VII. RECOMMENDATION

The Directors consider that the Proposed Change of Company Name and the Proposed Adoption of New M&A are in the interests of the Company and Shareholders. Accordingly, the Directors recommend that the Shareholders vote in favour of the special resolutions as set out in the notice of EGM.

VIII. GENERAL

The English text of this circular shall prevail over the Chinese text in case of inconsistency.

Yours faithfully, For and on behalf of The Board of Directors of Million Stars Holdings Limited Zeng Jin

Chairman and executive Director

– 6 –

PROPOSED ADOPTION OF THE THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX

The following are the Proposed Amendments with the deletions shown in strikethrough and the additions or revisions shown in underline. Unless otherwise specified, clauses and articles referred to herein are clauses and articles of the New M&A.

All capitalised terms in the Proposed Amendments contained in this Appendix are terms defined in the Existing M&A which shall have the corresponding meanings ascribed to them in the Existing M&A.

the Existing M&A.	the Existing M&A.
Clause/Provision		Proposed Amendments in the Memorandum of Association of the Company
	Clause/Provision	Proposed Amendments in the Memorandum of Association of the Company
	Title	THE COMPANIES ACT (AS REVISED) EXEMPTED COMPANY LIMITED BY SHARES ~~SECOND T~~HIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ~~Million Stars Holdings Limited ~~Web3 Meta Limited ~~萬星控股有限公司~~瓦普思瑞元宇宙有限公司 (formerly known as Million Stars Holdings Limited 萬星控股有限公司and Odella Leather Holdings Limited 愛特麗皮革控股有限公司) (Adopted pursuant to a special resolution passed at an extraordinary ~~annual~~ general meeting held on ~~10 October 2022~~10 September 2024 and with effect from the change of name of the Company becoming effective)
	Clause 1	The name of the		Company is Web3 Meta	~~MilliStHldiLiitd萬星控股有限公司~~
					~~on ars ongs me ~~ Limited瓦普思瑞元宇宙有限公司.
	Article/ Provision	Proposed Amendments in the Articles of Association of the Company
	Title	~~SECOND ~~THIRD AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF ~~Million Stars Holdings Limited ~~Web3 Meta Limited ~~萬星控股有限公司~~瓦普思瑞元宇宙有限公司 (formerly known as Million Stars Holdings Limited 萬星控股有限公司and Odella Leather Holdings Limited 愛特麗皮革控股有限公司) (Adopted pursuant to a special resolution passed at an extraordinary ~~annual~~ general meeting held on ~~10 October 20221~~0 September 2024 and with effect from the change of name of the Company becoming effective)
	Article 1(A)	‘‘the Company’’ or ‘‘this Company’’ shall mean ~~Million Stars Holdings Limited~~ ~~萬星控股有限公司W~~eb3 Meta Limited 瓦普思瑞元宇宙有限公司incorporated in the Cayman Islands on 3 September 2014;				~~MilliStHldiLiitd~~

– 7 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (‘‘EGM’’) of Million Stars Holdings Limited (the ‘‘Company’’) will be convened and held at Room 720, 7/F., Tower A, New Mandarin Plaza, 14 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Tuesday, 10 September 2024 at 10:30 a.m. for the purpose of considering and, if thought fit, passing with or without amendment(s) the following resolutions of the Company:

SPECIAL RESOLUTIONS

1. (i) ‘‘THAT subject to the certificate of incorporation on change of name being issued by the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from ‘‘Million Stars Holdings Limited’’ to ‘‘Web3 Meta Limited’’ and the dual foreign name in Chinese of the Company from ‘‘萬 星控股有限公司’’ to ‘‘瓦普思瑞元宇宙有限公司’’, and

2. (ii) ‘‘THAT any one director or the company secretary of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements as he/she considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the proposed change of English and dual foreign name of the Company and to attend to any necessary registration and/or filing for and on behalf of the Company.’’

3. ‘‘THAT:

4. (a) subject to the change of English name and dual foreign name of the Company referred to in special resolution 1 becoming effective, the proposed amendments to the existing second amended and restated memorandum and articles of association of the Company (the ‘‘Proposed Amendments’’), the details of which are set out in the Appendix to the circular of the Company dated 20 August 2024, be and are hereby approved;

5. (b) the new third amended and restated memorandum and articles of association of the Company (incorporating the Proposed Amendments) (the ‘‘New Memorandum and Articles of Association’’), a copy of which has been produced to this meeting and marked ‘‘A’’ and initialled by the chairman of the meeting for the purpose of identification, be and is hereby approved and adopted as the memorandum and articles of association of the Company in

– EGM-1 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

substitution for, and to the exclusion of, the existing second amended and restated memorandum and articles of association of the Company with effect from the change of the English name and dual foreign name of the Company referred to in special resolution 1 becoming effective; and

• (c) any Director or company secretary of the Company be and is hereby authorised to do all such acts and things and execute all such documents, deeds and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the adoption of the New Memorandum and Articles of Association, including without limitation, attending to the necessary filings with the Registrar of Companies in the Cayman Islands and Hong Kong for and on behalf of the Company.’’

By Order of the Board Million Stars Holdings Limited Zeng Jin Chairman and executive Director

Hong Kong, 21 August 2024

Notes:

1. Any member of the Company (the ‘‘Member’’) entitled to attend and vote at the EGM or its adjourned or postponed meeting (as the case may be) is entitled to appoint one or more proxies (if such Member is the holder of two or more shares in the Company) to attend and, on a poll, vote on his/her/its behalf subject to the provisions of the articles of association of the Company. A proxy need not be a Member but must be present in person at the EGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.

2. Where there are joint registered holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

3. A form of proxy for use at the EGM or its adjourned or postponed meeting is enclosed.

4. In order to be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road , North Point, Hong Kong not less than 48 hours before the time appointed for holding the EGM or its adjourned or postponed meeting. Completion and return of the form of proxy will not preclude a Member from attending and voting in person at the EGM or its adjourned or postponed meeting if they so wish, and in such event, the form of proxy shall be deemed to be revoked.

5. For determining Members’ entitlement to attend and vote at the EGM, the register of members will be closed from 5 September 2024 to 10 September 2024 (both dates inclusive), during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration not later than 4:00 p.m. on 4 September 2024.

– EGM-2 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. According to Rule 17.47(4) of the GEM Listing Rules, the voting at the EGM or its adjourned or postponed meeting will be taken by poll.

2. If tropical cyclone warning signal No. 8 or above, or an announcement of ‘‘extreme conditions’’ by the Government of Hong Kong in accordance with the revised ‘‘Code of Practice in Times of Typhoon and Rainstorms’’ issued by the Hong Kong Labour Department in June 2019 or a ‘‘black’’ rainstorm warning is in effect in Hong Kong any time after 7:30 a.m. on the date of the EGM, the EGM will be postponed. The Company will post an announcement on the website of Company at https://www.millionstars.hk and on the HKEXnews website of the Stock Exchange at www.hkexnews.hk to notify shareholders of the date, time and place of the re-scheduled meeting.

The EGM will be held as scheduled when a tropical cyclone warning signal No. 3 or below or an ‘‘amber’’ or ‘‘red’’ rainstorm warning signal is in force.

After considering their own situations, Members should decide on their own whether or not they would attend the EGM under any bad weather condition and if they do so, they are advised to exercise care and caution.

– EGM-3 –