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Web3 Meta Limited Share Issue/Capital Change 2025
51265_rns_2025-02-20_5d54c046-6e9c-4112-89ee-865a40ae6fce.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.
This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Shares or other securities of the Company.
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)
SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE
THE SUBSCRIPTION
On 20 February 2025 (after trading hours), the Company entered into Subscription Agreements with the Subscribers pursuant to which the Subscribers have conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue 137,440,000 Subscription Shares at the Subscription Price of HK$0.07 per Subscription Share in accordance with the terms and conditions as set out in the Subscription Agreements.
The number of Subscription Shares represents (i) 20% of the total number of the issued Shares as at the date of this announcement; and (ii) approximately 16.67% of the total number of the issued Shares as enlarged by the allotment and issue of the Subscription Shares immediately following the completion of Subscription (assuming that there will be no other changes in the issued share capital of the Company between the date of this announcement and the Completion Date).
Completion of the Subscription is subject to fulfilment of the conditions under the Subscription Agreements. As the Subscription may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.
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THE SUBSCRIPTION AGREEMENTS
On 20 February 2025 (after trading hours), the Company and the Subscribers entered into the Subscription Agreements, pursuant to which the Company has conditionally agreed to allot and issue, and the Subscribers have conditionally agreed to subscribe for 137,440,000 Subscription Shares at the Subscription Price of HK$0.07 per Subscription Share in accordance with the terms and conditions as set out in the Subscription Agreements.
Save for the parties to the Subscription Agreements and the number of the Subscription Shares being subscribed for, the principal terms of the Subscription Agreements are substantially the same and are summarised below:
The Subscription Agreements
Date: 20 February 2025
Parties
Parties to the Subscription Agreement A
Issuer: The Company
Subscriber: Mr. Fang, Yifang (方一方先生) (as Subscriber A)
Number of Subscription Shares to be subscribed for: 34,360,000 Shares
Parties to the Subscription Agreement B
Issuer: The Company
Subscriber: Mr. Zhou Zhongyong* (周忠勇先生) (as Subscriber B)
Number of Subscription Shares to be subscribed for: 103,080,000 Shares
To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, each of the Subscribers is the Independent Third Party of the Company.
Pursuant to the Subscription Agreements, the Subscribers have conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue 137,440,000 Subscription Shares, representing:
(i) 20% of the total number of the issued Shares as at the date of this announcement; and
(ii) approximately 16.67% of the total number of the issued Shares as enlarged by the allotment and issue of the Subscription Shares immediately following the completion of Subscription (assuming that there will be no other changes in the issued share capital of the Company between the date of this announcement and the Completion Date).
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Subscription Price
The Subscription Price of HK$0.07 per Subscription Share represents:
(i) a premium of approximately 1.45% to the closing price of HK$0.069 per Share as quoted on the Stock Exchange on the date of the Subscription Agreements; and
(ii) a discount of approximately 6.67% to the average closing price of approximately HK$0.075 per Share as quoted on the Stock Exchange for the last five (5) trading days immediately prior to the date of the Subscription Agreements.
The Subscription Price was determined after arm's length negotiation between the Company and the Subscribers with reference to the prevailing market conditions and the recent share price performance and liquidity of the Shares. The Board considers that the terms of the Subscription Agreements (including the Subscription Price) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
The total Subscription Price of HK$9,620,800 will be payable by the Subscribers in cash at the completion of the Subscription.
Ranking of the Subscription Shares
The Subscription Shares will rank, upon issue, pari passu in all respects with the Shares in issue on the date of allotment and issue of the Subscription Shares.
Conditions precedent
Completion of the Subscription is subject to the fulfilment or waiver (as the case may be) of the following conditions:
(i) the Stock Exchange having approved the issue of the Subscription Shares and the GEM Listing Committee of the Stock Exchange having granted the listing of, and the permission to deal in, the Subscription Shares and such listing and permission having not been revoked;
(ii) all the required approvals, authorisations, consents having been obtained from, and all the required registrations and filings having been completed with (if applicable), the government authorities or regulatory bodies or any relevant third party in connection with the transactions contemplated under the Subscription Agreements;
(iii) the warranties and representations of the Company contained in the Subscription Agreements remaining true, accurate and not misleading in each case in all material respects at any time between the date of the Subscription Agreements and the Completion Date (both dates inclusive) and as if made at such time; and
(iv) the warranties and representations of the Subscribers contained in the Subscription Agreements remaining true, accurate and not misleading in each case in all material respects at any time between the date of the Subscription Agreements and the Completion Date (both dates inclusive) and as if made at such time.
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The Company is entitled to waive condition (iv) above at its absolute discretion by way of written notice to the Subscribers, and the Subscribers is entitled to waive condition (iii) above at its absolute discretion by way of written notice to the Company.
In the event that any of the above conditions is not fulfilled or waived in accordance with the above clause on or before 15 March 2025 (or such other date as may be agreed by the Company and the Subscribers), the Subscription Agreements may be terminated by either party by notice in writing to the other party and all rights and obligations thereunder shall cease and terminate and none of the parties thereto shall have any claim against the other, save for any antecedent breach thereof.
Completion
Completion of the Subscription shall take place on the fifteenth Business Day after the date that the conditions precedent of the Subscription Agreements have been fulfilled or waived (as the case may be) or such other date as may be agreed by the Company and the Subscribers.
NOMINAL VALUE OF THE SUBSCRIPTION SHARES
The aggregate nominal value of the Subscription Shares is HK$1,374,400.
GENERAL MANDATE
The Subscription Shares will be allotted and issued by the Company pursuant to the General Mandate and is therefore not subject to Shareholders' approval. The Company is authorised to allot, issue or otherwise deal with up to 137,440,000 new Shares under the General Mandate. As at the date of this announcement, the Company has not allotted or issued any Share under the General Mandate. After completion of issue and allotment of the Subscription Shares, there will be no Share remaining which can be allotted by the Company under the General Mandate.
APPLICATION FOR LISTING
Application will be made by the Company to the GEM Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.
INFORMATION OF THE SUBSCRIBER
According to the information provided by the Subscriber:
Subscriber A is the general manager of Xinyu Fundlever Dehe Investment Management Co., Ltd* (新餘方略德合投資管理有限公司). He has extensive investment experience in emerging sectors such as biopharmaceuticals and the internet.
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Subscriber B was the chief market representative and the operation director of Censoft Co., Ltd* (中關村科技軟件有限公司) and has been involved in big data construction for various major government affairs. He also has investment experience in the fields of sports and chemical materials, as well as in the real estate industry.
To the best of the Directors' knowledge, information and belief after having made all reasonable enquiry, the Subscriber is independent and third party of the Company and its connected persons as defined in the GEM Listing Rules.
REASONS FOR AND BENEFITS OF THE SUBSCRIPTION
The Directors consider that the Subscription represent an opportunity to raise additional funding for the Group's business operation. The proceeds from the Subscription will be used for repayment of the Group's certain outstanding loans while the remaining balance will be used for general working capital and business expansion of the Group.
The Directors consider that the Subscription represents an opportunity for the Group to reduce its liabilities and broaden the capital base and Shareholder base of the Company. Accordingly, the Directors consider that the Subscription is in the interest of the Company and the Shareholders as a whole.
USE OF PROCEEDS
Each of the gross proceeds and net proceeds from the issue of the Subscription Shares is estimated to be approximately HK$9,620,800 and HK$9,520,800 respectively. The Company intends to use the net proceeds (i) for repayment of borrowings and (ii) for general working capital of the Group and business expansion.
The table below is a summary of the use of net proceeds:
| Intended use of proceeds | Percentage | Allocation of net proceeds (HK$) | Expected timeline for use |
|---|---|---|---|
| Repayment of certain borrowings | 20% | 1,904,160 | 30 June 2025 |
| General working capital | 50% | 4,760,400 | 30 June 2025 |
| Business expansion | 30% | 2,856,240 | 30 June 2025 |
| Total | 100% | 9,520,800 |
The net price of each Subscription Share will be approximately HK$0.069.
EQUITY FUND RAISING ACTIVITIES OF THE COMPANY DURING THE PAST 12 MONTHS
| Date of Announcement | Fund raising activity | Net proceeds raised (approximately) | Proposed use of the net proceeds | Actual use of the net proceeds |
|---|---|---|---|---|
| 11 March 2024 | Subscription of 101,600,000 shares | HK$12,600,000 | Please refer to the announcement dated 11 March 2024 for details | Fully Utilized |
The Company has not conducted any equity fund raising activities in the past 12 months immediately preceding the date of this announcement.
EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY
The following table illustrates the shareholding structure of the Company, in each case assuming that no new Shares are issued or repurchased between the date of this announcement and the Completion Date save for the Subscription: (i) as at the date of this announcement; and (ii) immediately after completion of the Subscription:
| As at the date of this announcement | Immediately after completion of subscription | |||
|---|---|---|---|---|
| Number of Shares | Approximately % | Number of Shares | Approximately % | |
| Director | ||||
| Gan Xiaohua | 8,005,000 | 1.16% | 8,005,000 | 0.97% |
| Substantial Shareholders | ||||
| Shanghai Hutong Investments Centre (Limited Partnership) | 72,497,169 | 10.55% | 72,497,169 | 8.79% |
| Web 3 Group Limited | 76,068,092 | 11.07% | 76,068,092 | 9.22% |
| Subscriber A | — | — | 34,360,000 | 4.17% |
| Subscriber B | — | — | 103,080,000 | 12.50% |
| Other Public Shareholders | 530,629,739 | 77.22% | 530,629,739 | 64.35% |
| Total | 687,200,000 | 100% | 824,640,000 | 100% |
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GENERAL
Completion of the Subscription is subject to fulfilment of the conditions under the Subscription Agreement. As the Subscription may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:
"Board" the board of Directors
"Business Day" any day (excluding a Saturday, Sunday and public holiday) on which licensed banks in Hong Kong are generally open for business
"Company" Web3 Meta Limited, an exempted company incorporated in the Cayman Islands with limited liability, and the Shares of which are listed on GEM of the Stock Exchange
"Completion Date" the date of completion of the Subscription pursuant to the Subscription Agreement
"Director(s)" director(s) of the Company
"GEM Listing Committee" the GEM listing committee of the Stock Exchange
"General Mandate" the general mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on 27 November 2024 to allot, issue and deal with up to 137,440,000 Shares, being 20% of the then number of issued shares of the Company as at 27 November 2024
"Group" the Company and its subsidiaries
"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Independent Third Party(ies)" any person(s) or company(ies) and their respective ultimate beneficial owner(s) whom, to the best of the Directors' knowledge, information and belief having made all reasonable enquiries, are third parties independent of the Company and the connected persons of the Company
"Listing Rules" the Rules Governing the Listing of Securities on GEM of the Stock Exchange
"Share(s)"
ordinary share(s) of HK$0.01 each in the share capital of the Company
"Shareholder(s)"
the holder(s) of the Shares
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Subscribers"
Subscriber A and Subscriber B collectively
"Subscriber A"
Mr. Fang Yifang (方一方先生), an investor of the Subscription Shares
"Subscriber B"
Mr. Zhou Zhongyong* (周忠勇先生), an investor of the Subscription Shares
"Subscription Agreements"
Subscription Agreement A and Subscription Agreement B collectively
"Subscription Agreement A"
the subscription agreement dated 20 February 2025 entered into between the Company and Subscriber A in respect of the subscription of 34,360,000 new Shares at the Subscription Price
"Subscription Agreement B"
the subscription agreement dated 20 February 2025 entered into between the Company and Subscriber B in respect of the subscription of 103,080,000 new Shares at the Subscription Price
"Subscription"
subscription by the Subscribers for the Subscription Shares pursuant to and in accordance with the terms and conditions of the Subscription Agreements
"Subscription Price"
HK$0.07 per Subscription Share
"Subscription Share(s)"
the 137,440,000 new Shares to be subscribed for by the Subscribers and to be issued and allotted by the Company pursuant to and in accordance with the terms and conditions of the Subscription Agreements
"%"
per cent.
By Order of the Board
Web3 Meta Limited
Zeng Jin
Chairman and Executive Director
Hong Kong, 20 February 2025
As at the date of this announcement, 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 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 Listed Company Information" page of the Stock Exchange website at http://www.hkexnews.hk for at least 7 days from the date of its posting and on the website of the Company at http://www.web3meta.hk.
- For identification only
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