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Web3 Meta Limited — Share Issue/Capital Change 2025
Sep 15, 2025
51265_rns_2025-09-15_a47e85c5-ac0c-4b41-af8e-11209f10d77f.pdf
Share Issue/Capital Change
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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.

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)
(I) PROPOSED SHARE CONSOLIDATION
AND
(II) PROPOSED CHANGE IN BOARD LOT SIZE
PROPOSED SHARE CONSOLIDATION
The Board proposes to implement the Share Consolidation on the basis that every twenty (20) issued and unissued Existing Shares of par value of HK$0.01 each will be consolidated into one (1) Consolidated Share of par value of HK$0.2 each.
As at the date of this announcement, the authorised share capital of the Company is HK$40,000,000 divided into 4,000,000,000 Shares of par value of HK$0.01 each, and there are 824,640,000 Existing Shares in issue which are fully paid or credited as fully paid.
Upon the Share Consolidation becoming effective and assuming that no Existing Shares are issued or bought back from the date of this announcement until the effective date of the Share Consolidation, the authorised share capital of the Company will become HK$40,000,000 divided into 200,000,000 Consolidated Shares with par value of HK$0.2 each, of which 41,232,000 Consolidated Shares will be in issue.
PROPOSED CHANGE IN BOARD LOT SIZE
The Existing Shares are currently traded on the Stock Exchange in board lot size of 5,000 Existing Shares. The Board proposes to change the board lot size for trading from 5,000 Existing Shares to 2,000 Consolidated Shares per board lot subject to and conditional upon the Share Consolidation becoming effective.
GENERAL
The EGM will be convened and held for the Shareholders to consider and, if thought fit, approve, among other things, the Share Consolidation. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, as none of the Shareholders or their associates would have a material interest in the Share Consolidation, no Shareholder is required to abstain from voting on the ordinary resolution relating to the proposed Share Consolidation.
A circular containing, among other things, further details of the Share Consolidation and the Change in Board Lot Size, together with the notice convening the EGM and related form of proxy is expected to be despatched to the Shareholders on or before Friday, 19 September 2025.
Shareholders and potential investors should take note that the Share Consolidation and Change in Board Lot Size are conditional upon the Share Consolidation becoming effective. Therefore, the Share Consolidation are the Change in Board Lot Size may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.
PROPOSED SHARE CONSOLIDATION
The Board proposes to implement the Share Consolidation on the basis that every twenty (20) issued and unissued Existing Shares of par value of HK$0.01 each will be consolidated into one (1) Consolidated Share of par value of HK$0.2 each.
Effects of the Share Consolidation
As at the date of this announcement, the authorised share capital of the Company is HK$40,000,000 divided into 4,000,000,000 Shares of par value of HK$0.01 each, and there are 824,640,000 Existing Shares in issue which are fully paid or credited as fully paid.
Upon the Share Consolidation becoming effective and assuming that no Existing Shares are issued or bought back from the date of this announcement until the effective date of the Share Consolidation, the authorised share capital of the Company will become HK$40,000,000 divided into 200,000,000 Consolidated Shares with par value of HK$0.2 each, of which 41,232,000 Consolidated Shares will be in issue.
Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other, and the Share Consolidation will not result in any change in the relative rights of the Shareholders.
Furthermore, as at the date of this announcement, there is no outstanding share option entitling the holders thereof to subscribe for any Shares, and no share option scheme is implemented by the Company.
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Conditions of the Share Consolidation
The implementation of Share Consolidation is conditional upon:
(i) the passing of an ordinary resolution to approve the Share Consolidation by the Shareholders at the EGM;
(ii) the Stock Exchange granting approval for the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective; and
(iii) the compliance with the relevant procedures and requirement under the laws of the Cayman Islands (where applicable) and the obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required in respect of the Share Consolidation, if any.
As at the date of this announcement, none of the above conditions had been fulfilled.
Subject to the satisfaction of all the above conditions, it is expected that the Share Consolidation will become effective on Monday, 13 October 2025.
Listing Application
An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.
Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of HKSCC, upon the Share Consolidation becoming effective, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.
None of the Existing Shares are listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time when the Share Consolidation becoming effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal in is being or is proposed to be sought.
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PROPOSED CHANGE IN BOARD LOT SIZE
The Existing Shares are currently traded on the Stock Exchange in board lot size of 5,000 Existing Shares. The Board proposes to change the board lot size for trading from 5,000 Existing Shares to 2,000 Consolidated Shares per board lot upon the Share Consolidation becoming effective.
Based on the closing price of HK$0.099 per Existing Share (equivalent to the theoretical closing price of HK$1.98 per Consolidated Share) as at the date of this announcement, (i) the value per board lot of 5,000 Existing Shares is HK$495; (ii) the value per board lot of 5,000 Consolidated Shares would be HK$9,900 assuming that the Share Consolidation had already been effective; and (iii) the estimated value per board lot of 2,000 Consolidated Shares would be HK$3,960 assuming that the Change in Board Lot Size had also been effective. The change in Board Lot Size will not result in change of the relative rights of the Shareholders.
REASONS FOR THE PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE
Rule 17.76 of the GEM Listing Rules states that, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the Stock Exchange reserves the right to require the issuer either to change the trading method or proceed with a consolidation or splitting of its securities. Furthermore, the “Guide on Trading Arrangements for Selected Types of Corporate Actions” issued by Hong Kong Exchanges and Clearing Limited on 28 November 2008 and last updated in September 2024 (the “Guide”) states that (i) any trading price less than HK$0.10 will be considered as approaching the extremities as referred to under Rule 17.76 of the GEM Listing Rules; and (ii) taking into account the minimum transaction costs for a securities trade, the expected board lot value should be greater than HK$2,000.
The Existing Shares are currently traded on the Stock Exchange in board lot size of 5,000 Existing Shares. Based on the closing price of HK$0.099 per Existing Share as quoted on the Stock Exchange as at the date of this announcement, the value of each board lot of 5,000 Existing Shares is HK$495. In view of the recent trading price of the Existing Shares, the Board proposes to implement the Share Consolidation and the Change in Board Lot Size. It is expected that the proposed Share Consolidation, together with the Change in Board Lot Size, will bring about a corresponding upward adjustment in the trading price of the Consolidated Shares on the Stock Exchange, and to increase the value of each board lot of the Consolidated Shares, thereby enabling the Company to comply with the trading requirements under the GEM Listing Rules. Based on the closing price of HK$0.099 per Existing Share (equivalent to HK$1.98 per Consolidated Share) as quoted on the Stock Exchange as at the date of this announcement, the expected market value of each board lot of 2,000 Consolidated Shares, assuming that the Share Consolidation and the Change in Board Lot Size had already been effective, would be HK$3,960, which is greater than HK$2,000 and therefore complies with the requirements as set out in the Guide.
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As at the date of this announcement, save for the proposed allotment and issuance of new shares under a specific mandate as detailed in the announcement of the Company dated 15 September 2025 in relation thereto, the Company has no concrete plans to carry out other corporate actions or conduct any equity fund-raising which may have an effect of undermining or negating the intended purpose of the Share Consolidation and the Change in Board Lot Size in the next 12 months. However, the Board cannot rule out the possibility that the Company will conduct other debt and/or equity fund raising exercises when suitable fund-raising opportunities arise in order to support future development of the Group. The Company will make further announcement in this regard in accordance with the GEM Listing Rules as and when appropriate.
Other than the expenses to be incurred in relation to the Share Consolidation and the Change in Board Lot Size, the implementation thereof will not alter the underlying assets, business operation, management or financial position of the Company or the relative rights of the Shareholders, save for any fractional Consolidated Shares which will not be allocated to the Shareholders who may otherwise be entitled to. The Directors are of the view that the Share Consolidation and the Change in Board Lot Size will not have any material adverse effect on the financial position of the Group.
In view of the above, the Board considers that the Share Consolidation and the Change in Board Lot Size are fair and reasonable, and are in the best interest of the Company and the Shareholders as a whole.
OTHER ARRANGEMENT
Fractional entitlement to Consolidated Shares
Fractional Consolidated Shares (if any) arising from the Share Consolidation will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold and retained for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of share certificates held by such holder.
Arrangement on odd lot trading
In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, the Company will appoint a securities firm as an agent to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares. Details of the odd lot arrangement will be set out in the circular to be despatched to the Shareholders.
Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommend to consult their own professional advisers.
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Exchange of certificates for Consolidated Shares
Subject to the Share Consolidation becoming effective, which is currently expected to be on Monday, 13 October 2025, Shareholders may during the period from Monday, 13 October 2025 to Wednesday, 19 November 2025 (both days inclusive) submit their existing share certificates for the Existing Shares (in the colour of Green) to 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, during business hours, in exchange for new certificates for the Consolidated Shares (in the colour of Red) at the expense of the Company.
Shareholders should note that after the prescribed time for free exchange of new share certificates, a fee of HK$2.5 per share certificate (or such higher amount as may from time to time be allowed by the Stock Exchange) will be payable by the Shareholders to the share registrar for exchange of new share certificates.
After 4:10 p.m. on Monday, 17 November 2025, trading will only be in Consolidated Shares, the share certificates for which will be issued in the colour of Red. The share certificates for the Existing Shares in the colour of Green will continue to remain valid and effective as documents of title and may be exchanged for share certificates for the Consolidated Shares at any time, but will not be accepted for delivery, trading and settlement purposes.
EXPECTED TIMETABLE
The expected timetable for the Share Consolidation and the Change in Board Lot Size is set out below. The expected timetable is subject to the results of the EGM and satisfaction of the conditions of the Share Consolidation, and is therefore for indicative purpose only. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this announcement refer to Hong Kong local times and dates.
Despatch date of circular with notice of the EGM and proxy form for EGM ………………………………………… on or before Friday, 19 September 2025
Latest date and time for lodging transfer document in order to qualify for attending and voting at the EGM …………………… 4:00 p.m. on Thursday, 2 October 2025
Closure of the register of members for determining the entitlement to attend and vote at the EGM (both days inclusive) ………………………………………… Friday, 3 October 2025 to Thursday, 9 October 2025
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Latest time for lodging proxy forms for the EGM... 11:00 a.m. on
Tuesday, 7 October 2025
Date and time of the EGM ... 11:00 a.m. on
Thursday, 9 October 2025
Publication of the announcement of the poll results
of the EGM... Thursday, 9 October 2025
The following events are conditional on the fulfillment of the conditions for the
implementation of the Share Consolidation and the Change in Board Lot Size as set out in
this announcement and therefore the dates are tentative only.
Effective date of the Share Consolidation... Monday, 13 October 2025
Dealing in the Consolidated Shares commences... 9:00 a.m. on
Monday, 13 October 2025
First day of free exchange of existing share certificates
for new share certificates for the Consolidated Shares... Monday, 13 October 2025
Original counter for trading in the Existing Shares
in board lots of 5,000 Existing Shares (in the form of
existing share certificates) temporarily closes... 9:00 a.m. on
Monday, 13 October 2025
Temporary counter for trading in the Consolidated Shares
in board lots of 250 Consolidated Shares
(in the form of existing share certificates) opens... 9:00 a.m. on
Monday, 13 October 2025
Original counter for trading in the Consolidated Shares
in board lots of 2,000 Consolidated Shares
(in the form of new share certificates
for the Consolidated Shares) re-opens... 9:00 a.m. on
Monday, 27 October 2025
Parallel trading in the Consolidated Shares
(in the form of new share certificates for
the Consolidated Shares and existing share
certificates) commences... 9:00 a.m. on
Monday, 27 October 2025
Designated broker starts to stand in the market
to provide matching services for odd lots of
the Consolidated Shares... 9:00 a.m. on
Monday, 27 October 2025
Designated broker ceases to stand in the market to provide matching services for odd lots of the Consolidated Shares 4:00 p.m. on Monday, 17 November 2025
Temporary counter for trading in the Consolidated Shares in board lots of 250 Consolidated Shares (in the form of existing share certificates) closes 4:10 p.m. on Monday, 17 November 2025
Parallel trading in the Consolidated Shares (in the form of new share certificates for the Consolidated Shares and existing share certificates) ends 4:10 p.m. on Monday, 17 November 2025
Last day for free exchange of existing share certificates for new share certificates for the Consolidated Shares ... Wednesday, 19 November 2025
GENERAL
The EGM will be convened and held for the Shareholders to consider and, if thought fit, approve, among other things, the Share Consolidation. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, as none of the Shareholders or their associates would have a material interest in the Share Consolidation, no Shareholder is required to abstain from voting on the ordinary resolution relating to the proposed Share Consolidation.
A circular containing, among other things, further details of the Share Consolidation and the Change in Board Lot Size, together with the notice convening the EGM and related form of proxy is expected to be despatched to the Shareholders on or before Friday, 19 September 2025.
Shareholders and potential investors should take note that the Share Consolidation and Change in Board Lot Size are conditional upon the Share Consolidation becoming effective. Therefore, the Share Consolidation and the Change in Board Lot Size may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.
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DEFINITIONS
In this announcement, unless the context requires otherwise, the following expressions have the following meanings:
"Board"
the board of Directors
"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC
"Change in Board Lot Size"
the change in board lot size of the Shares for trading on the Stock Exchange from 5,000 Existing Shares to 2,000 Consolidated Shares
"Company"
Web3 Meta Limited 瓦普思瑞元宇宙有限公司, an exempted company incorporated in the Cayman Islands with limited liability, and the Shares of which are listed on GEM of the Stock Exchange
"Consolidated Share(s)"
ordinary share(s) of HK$0.2 each in the share capital of the Company immediately after the Share Consolidation becoming effective
"Director(s)"
the director(s) of the Company
"EGM"
the extraordinary general meeting of the Company to be convened and held for the Shareholders to consider and, if thought fit, approve the Share Consolidation and the matters contemplated thereunder
"Existing Share(s)"
ordinary share(s) of HK$0.01 each in the share capital of the Company prior to the Share Consolidation becoming effective
"GEM Listing Rules"
The Rules Governing the Listing of Securities on GEM of the Stock Exchange
"General Rules of HKSCC"
the terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permits, shall include the HKSCC Operational Procedures
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"HKSCC"
Hong Kong Securities Clearing Company Limited
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“HKSCC Operational Procedures” the Operational Procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS, as from time to time in effect
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
“Share(s)” Existing Share(s) and/or Consolidated Share(s), as the case may be
“Share Consolidation” the share consolidation of every twenty (20) issued and unissued Existing Shares of par value of HK$0.01 each into one (1) Consolidated Share of par value of HK$0.2 each
“Shareholder(s)” holder(s) of the issued Shares
“Stock Exchange” The Stock Exchange of Hong Kong Limited
By order of the Board
Web3 Meta Limited
Zeng Jin
Chairman and Executive Director
Hong Kong, 15 September 2025
As at the date of this announcement, the Board comprises Mr. Zeng Jin and Ms. Tian Yuan as executive Directors; and Mr. Chen Ce, Ms. Zhu Minli and Ms. Zhu Xiaolin as independent non-executive Directors.
This announcement, 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 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 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.