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Web3 Meta Limited Proxy Solicitation & Information Statement 2025

Oct 2, 2025

51265_rns_2025-10-02_dc5065e8-e6d1-4613-a86f-f37415e36fc9.pdf

Proxy Solicitation & Information Statement

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Web3

Web3 Meta Limited

瓦普思瑞元宇宙有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8093)

Form of Proxy for the Extraordinary General Meeting to be held on 20 October 2025 at 11:00 a.m. and any adjournment thereof

I/We (note a)

of

being the registered holder(s) of _____ (note b) shares of HK$0.01 each in the capital of Web3 Meta Limited (the “Company”) hereby appoint

of

or failing him/her, the chairman of the extraordinary general meeting (the “Meeting”) of the Company, to act as my/our proxy (note c) to attend the Meeting to be held at 20/F, Office Plus@Sheung Wan, 93-103 Wing Lok Street, Hong Kong on 20 October 2025 at 11:00 a.m. (and at any adjournment or postponement thereof, as the case may be) for the purpose of considering, and if thought fit, passing the resolutions as set out in the notice (the “Notice”) convening the Meeting and at such Meeting (and at any adjournment or postponement thereof, as the case may be) to vote for me/us on my/our behalf in respect of the ordinary resolutions as directed below, or, if no such indication is given, as my/our proxy thinks fit.

Please make a mark (✓) in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (note d).

ORDINARY RESOLUTIONS# FOR AGAINST
1. “THAT subject to the satisfaction of the conditions set out in the Letter from the Board under the heading “Conditions of the proposed Share Consolidation” in the circular of the Company dated 3 October 2025, will effect from the second business day immediately following the date on which the resolution is passed:
(a) every twenty (20) issued and unissued ordinary shares of HK$0.01 each in the share capital of the Company be consolidated into one (1) ordinary share of HK$0.2 each (each a “Consolidated Share”) (the “Share Consolidation”), and such Consolidated Shares shall rank part pass in all respects with each other, and the Share Consolidation will not result in any change in the relative rights of the Shareholders;
(b) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors of the Company (the “Directors”) may think fit; and
(c) the Directors be and are hereby authorised to issue new share certificates in respect of the Consolidated Shares and to do all such acts and things and to sign and execute all such documents, including under seal where applicable, and deliver all such documents, instruments and agreements, on behalf of the Company, as they shall, in their absolute discretion, consider necessary, desirable or expedient to implement and give effect to any or all of the foregoing.”
2. “THAT:
(a) the subscription agreement dated 15 September 2025 (the “Subscription Agreement”) entered into between the Company as the issuer and Invengo Technology Pte. Ltd. (the “Subscriber”) as the subscriber, pursuant to which the Company has conditionally agreed to allot and issue, and the Subscriber has conditionally agreed to subscribe for, 8,246,400 Consolidated Shares of the Company (the “Subscription Shares”) at the subscription price of HK$1.60 per Subscription Share (a copy of which has been produced to the EGM and marked “A” and initialed by the chairman of the meeting for the purpose identification), and the transactions contemplated thereunder (including the allotment and issue of the Subscription Shares) be and are hereby approved, confirmed and ratified;
(b) the board of directors of the Company be and are hereby granted a specific mandate (the “Specific Mandate”) for the allotment and issue of the Subscription Shares in accordance with the terms of the Subscription Agreement and this resolution in respect of Specific Mandate shall be valid until 30 November 2025; and
(c) the Directors be and are hereby authorised to do all such acts and things and to sign and execute all such documents, including under seal where applicable, and deliver all such documents, instruments and agreements, on behalf of the Company, as they shall, in their absolute discretion, consider necessary, desirable or expedient to implement and give effect to any or all of the foregoing.”

Full text of the resolutions are set out in the Notice.

Shareholder's signature: _____ (notes a, f, g and h)

Date: _____ 2025

Notes:

(a) Full name(s) and address(es) are to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
(b) Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
(c) A proxy need not be a member of the Company. If you wish to appoint some person other than the chairman of the Meeting as your proxy, please delete the words “or failing him/her, the chairman of the extraordinary general meeting (the “Meeting”) of the Company” and insert the name and address of the person appointed proxy in the space provided.
(d) If you wish to vote for any of the resolutions set out above, please tick () the boxes marked “For”. If you wish to vote against any of the resolutions, please tick (^✓*) the boxes marked “Against”. If this form of proxy returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the Notice or any adjournment thereof.
(e) In the case of joint holders, this form of proxy may be signed by any joint holder, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the above meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
(f) This form of proxy must be signed by a shareholder, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.
(g) To be valid, this form of proxy together with any 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 Hong Kong branch share registrar and transfer office, Union Registrars Limited, Sutter, 5301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or any adjournment or postponement thereof.
(h) Any alteration made to this form of proxy should be initialed by the person who signs the form of proxy.

PERSONAL INFORMATION COLLECTION STATEMENT

(i) In this statement, “Personal Data” has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”).
(ii) Your supply of Personal Data to the Company is on a voluntary basis. Your Personal Data may be used by the Company or be transferred to the Company's Hong Kong branch share registrar and transfer office for processing your appointment of proxy and instructions, and will be retained for such period as may be necessary for our verification and record purposes.
(iii) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and addressed to Union Registrars Limited at the above address.