Web3 Meta Limited — Proxy Solicitation & Information Statement 2025

Mar 6, 2025

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

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “Extraordinary General Meeting”) of Web3 Meta Limited (the “Company”) will be held at 2/F., Bonham Circus, 40-44 Bonham Strand East, Sheung Wan, Hong Kong at 11:00 a.m. on 10 April 2025 for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “THAT Mr. Zeng Jin be and is hereby removed as an executive director of the Company (the “Director”) with effect upon passing of this resolution.”
2. “THAT Ms. Tian Yuan be and is hereby removed as an executive Director with effect upon passing of this resolution.”
3. “THAT Mr. Chen Ce be and is hereby removed as an independent non-executive Director with effect upon passing of this resolution.”
4. “THAT Ms. Zhu Minli be and is hereby removed as an independent non-executive Director with effect upon passing of this resolution.”
5. “THAT Ms. Zhu Xiaolin be and is hereby removed as an independent non-executive Director with effect upon passing of this resolution.”
6. “THAT Mr. Yuan Guochang (袁國昌) be and is hereby appointed as an executive Director with effect upon passing of this resolution.”
7. “THAT Ms. Sun Yuan (孫媛) be and is hereby appointed as an executive Director with effect upon passing of this resolution.”

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1. “THAT Ms. Zhang Ang (张昂) be and is hereby appointed as an executive Director with effect upon passing of this resolution.”
2. “THAT Mr. Liu Cong (劉聰) be and is hereby appointed as an independent non-executive Director with effect upon passing of this resolution.”
3. “THAT Mr. Xu Xi (徐浠) be and is hereby appointed as an independent non-executive Director with effect upon passing of this resolution.”
4. “THAT Ms. Qin Ling (秦岭) be and is hereby appointed as an independent non-executive Director with effect upon passing of this resolution.”
5. “THAT the Board be and is hereby authorised to fix the remuneration of the Directors.”
6. “THAT each of the directors of the Company appointed to the board of directors of the Company between the date of the requisition notice dated 14 February 2025 for the convening of the extraordinary general meeting of the Company (the “EGM”) and the date of the EGM, other than those persons who are to be appointed directors of the Company at the EGM, be and is hereby removed as a director of the Company with effect upon passing of this resolution.”

By order of the Board

Web3 Meta Limited

Zeng Jin

Chairman and Executive Director

Hong Kong, 7 March 2025

Notes:

1. The register of members of the Company will be closed from Monday, 7 April 2025 to Thursday, 10 April 2025 (both dates inclusive) for determining eligibility to attend and vote at the Extraordinary General Meeting. All transfer of share(s), accompanied by the relevant share certificate(s) with the properly completed transfer form(s) either overleaf or separately, must be lodged with the branch share registrar and transfer office of the Company 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 Thursday, 3 April 2025.
2. A member entitled to attend and vote at the meeting convened by the above notice shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the meeting. A proxy need not be a member of the Company.
3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised to sign the same. The instrument appointing a proxy and (if requested by the Board) a 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 offices of the Company's Hong Kong branch share registrar, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not later than 48 hours before the time of the above meeting or any adjournment thereof.

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1. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

2. Where there are joint registered holders of any share any one of such joint holders may vote, 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 any meeting personally or by proxy, that one of the said joint holders so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

3. If Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal or extreme conditions caused by super typhoons is in force in Hong Kong at any time after 7:00 a.m. on the date of the meeting, the meeting will be postponed. The Company will post an announcement on the website of the Company (www.web3meta.hk) and HKExnews website (www.hkexnews.hk) to notify shareholders of the date, time and place of the rescheduled meeting.

The meeting will be held as scheduled if an Amber or a Red Rainstorm Warning Signal is in force. Members of the Company should decide on their own whether they would attend the meeting under bad weather condition bearing in mind their own situations.

As of the date of this notice, the Board comprises Mr. Zeng Jin, Mr. Gan Xiaohua, Ms. Tian Yuan and Ms. Liu Qin as executive Directors; and Mr. Chen Ce, Ms. Zhu Minli and Ms. Zhu Xiaolin as independent non-executive Directors.

This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited 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 notice 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 notice misleading.

This notice will remain on the "Latest Listed Company Information" page of the Stock Exchange website at www.hkexnews.hk for at least 7 days from the day of its publication and on the website of the Company at http://www.web3meta.hk.

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