BYTE METAVERSE HOLDINGS LIMITED 8645 為本人╱吾等之受委代表，代表本人╱吾等出席本公司謹訂於2025年11月14日（星期五）上午十時三 十分在中國深圳市鹽田區海山街道東社區深鹽路2028號大百匯生命健康產業園1棟三單元318室舉行 2025年度之2025年股東週年大會（「股東週年大會」）（及其任何續會），並代表本人╱吾等按下列指 示行事及投票。 請在適當欄內填上「✔」號，以表示 閣下之投票意願 （附註4） 。 | | 普通決議案 | 贊成 | 反對 | | --- | --- | --- | --- | | 1. | 省覽截至2025年6月30日止年度之經審核綜合財務報表、董 | | | | | 事會報告及獨立核數師報告。 | | | | 2(a). | 重選胡命岱先生為執行董事。 | | | | 2(b). | 重選沈海鵬先生為獨立非執行董事。 | | | | 2(c). | 重選Zheng Li Ping女士為獨立非執行董事。 | | | | 2(d). | 授權本公司董事會釐定各董事之酬金。 | | | | 3. | 續聘富睿瑪澤會計師事務所有限公司為獨立核數師及授權 ...

此乃要件 請即處理 閣下如對本通函任何內容或應採取之行動有任何疑問，應諮詢 閣下之股票經紀或其他註冊證券商、銀行經 理、律師、專業會計師或其他專業顧問。 閣下如已售出或轉讓名下所有比特元宇宙控股有限公司之股份，應立即將本通函及隨附之代表委任表格送交買 主或承讓人或經手買賣或轉讓之銀行、股票經紀或其他代理商，以便轉交買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）對本通函之內容概不負責，對其準確性或 完整性亦不發表任何聲明，並明確表示概不就因本通函全部或任何部份內容而產生或因倚賴該等內容而引致之 任何損失承擔任何責任。 BYTE METAVERSE HOLDINGS LIMITED 8645 建議 (1) 採納截至2025年6月30日止年度之經審核綜合財務報表、 董事會報告及獨立核數師報告、 (2) 重選退任董事、 (3) 續聘獨立核數師、 (4) 購回股份及發行股份之一般授權、 (5) 擴大發行授權 及 2025年股東週年大會通告 比特元宇宙控股有限公司謹訂於2025年11月14日（星期五）上午十時三十分在中國深圳市鹽田區海山街道東社 區深鹽路2028號大百匯生命健康產業園1棟三 ...

Financial Performance - The company reported a revenue increase of approximately HKD 188,801,000 or 175.8%, reaching about HKD 296,204,000 for the fiscal year ending June 30, 2025, compared to HKD 107,403,000 in the previous year[11]. - Gross profit decreased by approximately HKD 8,510,000 or 34.9%, totaling about HKD 15,886,000, primarily due to lower margins on high-revenue projects[11]. - The company’s revenue increased by approximately HKD 188,801,000 or 175.8% to about HKD 296,204,000 for the current year[42]. - Revenue from network support and connection services rose by approximately HKD 171,132,000 or 239.0% to about HKD 242,738,000, attributed to the completion of a major project in China[43]. - The gross profit decreased by approximately HKD 8,510,000 or 34.9% to about HKD 15,886,000, resulting in a gross margin drop from 22.7% to 5.4%[45]. - The company recorded a loss of approximately HKD 11,197,000, a reduction of HKD 17,586,000 or 61.1% compared to the previous year[53]. Blockchain and Technology Investments - The company is actively investing in blockchain technology and has submitted applications for necessary licenses to the Hong Kong Securities and Futures Commission for regulated activities[13]. - The company is committed to developing blockchain technology and seeking license applications to explore global service opportunities, aiming for sustainable business growth[16]. - The company’s blockchain technology business achieved a significant milestone with the approval of a trust or company service provider license for its subsidiary, Bitcoin World Custodian Limited[14]. - Bitcoin World Custodian has been granted a trust or company service provider license, expected to support Bitcoin World Technology's virtual asset platform business[32]. - The company aims to enhance its blockchain capabilities and expand market share by investing in blockchain technology and applying for virtual asset trading licenses[33]. - The company plans to establish a portal blockchain content media platform to explore synergies with the digital marketing industry and enhance its presence in the Web3 space[31]. E-commerce and Revenue Streams - The company’s e-commerce sales contributed approximately HKD 4,524,000 in revenue for the year, a significant increase from HKD 591,000 in 2024[20]. - Revenue from social media traffic sales reached approximately HKD 11,539,000 in the current year, compared to none in 2024[19]. - E-commerce sales growth has been slower than expected due to intense competition and economic downturn in China, but the company is expanding partnerships with well-known brands and e-commerce platforms[23]. - The new online game IP licensing management service generated revenue of approximately HKD 36,608,000, an increase of about HKD 12,002,000 or 48.8%[29]. Corporate Governance and Board Structure - The company’s board of directors is responsible for ensuring the accuracy and completeness of the information presented in the annual report[3]. - The board consists of six members, including two executive directors, one non-executive director, and three independent non-executive directors[171]. - The company has established three committees: Audit Committee, Remuneration Committee, and Nomination Committee, each with clear written terms of reference[185]. - The board is collectively responsible for overseeing the company's affairs and ensuring effective internal controls and risk management systems[178]. - The company has implemented appropriate checks and balances through the board and independent non-executive directors, ensuring effective decision-making[175]. Financial Stability and Capital Management - The company successfully placed 120,000,000 new shares on April 11, 2024, raising approximately HKD 25,624,000 in net proceeds, aimed at strengthening financial stability and expanding the shareholder base[15]. - A second placement of 36,504,000 new shares was conducted on March 26, 2025, generating about HKD 14,578,000 in net proceeds to meet financial requirements for license applications[15]. - The current ratio improved to approximately 2.2 times, up from 1.6 times in the previous year, indicating better liquidity[54]. - The capital-to-debt ratio decreased to approximately 9.3% from 11.3% due to a reduction in total borrowings and an increase in total equity[55]. - The company maintains a prudent treasury policy to ensure a robust liquidity position throughout the reporting period[57]. Employee and Talent Management - The group employed 65 employees, a decrease from 116 employees in 2024, with total employee costs approximately HKD 15,706,000 compared to HKD 29,677,000 in 2024[60]. - The company is committed to addressing the shortage of technical talent through employee benefits and skill development programs[37]. - The company is committed to increasing the number of female employees to achieve gender equality goals[196]. Risk Management - The company faces significant risks related to customer payment delays and defaults, which could impact operational liquidity[39]. - The board regularly reviews major risk areas and appropriate risk mitigation strategies, considering the risk management system effective and adequate[40]. Shareholder Relations and Dividends - The board did not recommend the payment of a final dividend for the year, consistent with 2024[65]. - The company’s available reserves for distribution as of June 30, 2025, were approximately HKD 67,074,000, up from HKD 60,887,000 in 2024[104]. - The board is responsible for maintaining ongoing dialogue with shareholders, particularly during annual general meetings[182]. Corporate Social Responsibility - The company is committed to environmental policies and compliance with laws and regulations, ensuring adherence to applicable environmental policies as of June 30, 2025[93]. - The group made charitable donations of approximately HKD 212,000 for the year ended June 30, 2025, compared to HKD 17,000 in 2024[154]. Share Incentive Plans - The company adopted a share incentive plan on April 14, 2023, which was approved by shareholders and became effective on April 21, 2023[125]. - The maximum number of shares that can be granted to each eligible participant under the share incentive plan is limited to 1% of the company's issued share capital as of the adoption date[129]. - The share incentive plan is designed to recognize contributions from employees and to retain qualified participants for the ongoing operations and development of the company[126].

Core Viewpoint - The company has signed a memorandum of understanding with Lighthouse Immersive Studios and Haotoon Co., Ltd. to operate and promote the "Disney Animation Immersive Experience" project in mainland China, pending final approval from The Walt Disney Company [1] Group 1: Partnership and Collaboration - The memorandum allows Lighthouse Immersive Studios to develop, produce, and showcase the "Disney Animation Immersive Experience" globally, and to authorize third parties to conduct related business [1] - The company, along with Haotoon Co., Ltd., will promote and operate the "Disney Immersive Experience Centers" in up to five cities in mainland China [1] Group 2: Strategic Importance - The board believes that partnering with a globally recognized brand like Disney demonstrates the company's market operational capabilities and brand promotion abilities in the metaverse business [1] - The company aims to expand its immersive experience offerings based on light and shadow technology, enhancing its brand value and influence in the metaverse sector [1]

Core Viewpoint - The company has signed a memorandum of understanding with Lighthouse Immersive Studios and Haotoon Co., Ltd. to operate and promote the "Disney Animation Immersive Experience" project in mainland China, pending final approval from The Walt Disney Company [1] Group 1: Partnership and Collaboration - The memorandum allows Lighthouse Studios to develop, produce, and showcase the "Disney Animation Immersive Experience" globally, with the right to authorize third parties for related business [1] - The project will be promoted and operated in up to five cities in mainland China in collaboration with Haotoon Co., Ltd. [1] - The operational rights for the project will be granted to a Hong Kong company, Lululala, Ltd. [1] Group 2: Strategic Importance - The board believes that partnering with Disney, an internationally recognized brand, demonstrates the company's market operation and brand promotion capabilities in the metaverse business [1] - The company aims to expand its immersive experience offerings based on light and shadow technology, enhancing its brand value and influence in the metaverse sector [1]

Core Viewpoint - Bit Metaverse (08645) has signed a memorandum of understanding with Lighthouse Immersive Studios and Haotoon Co., Ltd. to operate and promote the "Disney Animation Immersive Experience" project in mainland China, pending final approval from The Walt Disney Company [1] Group 1 - The memorandum grants Lighthouse Studios the rights to develop, produce, and showcase the "Disney Animation Immersive Experience" globally, and allows for third-party involvement in related business [1] - The project will be promoted and operated in up to five cities in mainland China through a collaboration with Haotoon Co., Ltd. [1] - The operational rights for the project will be granted to a Hong Kong company, Lululala, Ltd. [1] Group 2 - The board believes that partnering with a globally recognized brand like Disney demonstrates the company's market operational capabilities and brand promotion abilities in the metaverse sector [1] - The company aims to expand its immersive experience offerings based on light and shadow technology, enhancing its brand value and influence in the metaverse business [1]

香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）對本公告的內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任 何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 BYTE METAVERSE HOLDINGS LIMITED 8645 自願性公告 本公司簽訂在中國開展迪士尼沉浸式體驗館的授權備忘錄 本公告乃由比特元宇宙控股有限公司（「本公司」，連同其附屬公司統稱「本集團」）根據聯 交所GEM證券上市規則（「GEM上市規則」）第17.10(2)(a)條及香港法例第571章《證券及期 貨條例》第XIVA部的內幕消息條文（定義見GEM上市規則）自願作出，以告知本公司股東 （「股東」）及潛在投資者有關本集團的最新業務發展。 本公司董事會（「董事會」）欣然宣佈，本公司與燈塔沉浸式工作室（Lighthouse Immersive Studios Touring Inc.，「燈塔工作室」）及北京好通文化有限公司（Haotoon Co., Ltd.,「北 京好通公司」）已簽訂一份授權備忘錄，內容涉及「迪士尼動畫沉浸式體驗」項目在中國大 陸地區的運營和推廣的合作事宜 ...

Financial Performance - For the fiscal year ending June 30, 2025, the company reported a revenue increase of approximately HKD 188.8 million or 175.8%, reaching about HKD 296.2 million, compared to HKD 107.4 million in the previous year[13]. - The gross profit decreased by approximately HKD 8.5 million or 34.9%, totaling about HKD 15.9 million, down from HKD 24.4 million in the previous year, primarily due to lower margins on significant revenue-generating projects[13]. - The company's revenue increased from approximately HKD 107,403,000 to about HKD 296,204,000, representing a growth of 175.8%[44]. - Revenue from network support and connection services rose by approximately HKD 171,132,000 or 239.0% to about HKD 242,738,000, attributed to the completion of a major project in China[45]. - The gross profit decreased by approximately HKD 8,510,000 or 34.9% to about HKD 15,886,000, with the gross margin dropping from 22.7% to 5.4%[47]. - Sales and service costs increased by approximately HKD 197,311,000 or 237.7% to about HKD 280,318,000, primarily due to hardware costs rising significantly[46]. - The company's loss for the year decreased by approximately HKD 17,586,000 or 61.1% to about HKD 11,197,000, compared to a loss of HKD 28,783,000 in 2024[55]. Business Strategy and Development - The company continues to focus on network support services, network connectivity services, e-commerce, and online gaming IP licensing management, primarily targeting the Malaysian and Chinese markets[12]. - The company aims to enhance its capital strength and resources for future development, aligning with its long-term goal of becoming an influential enterprise and a preferred value-added partner in its business[12]. - The company has been exploring potential business developments to achieve growth and maximize shareholder value since its listing on December 9, 2019[12]. - The group aims to explore blockchain technology services for global enterprises, promoting sustainable business growth[18]. - The group has established strategic partnerships with leading e-commerce platforms and AI companies to diversify its e-commerce business[21]. - The company plans to enhance its marketing team and seek collaborations with more well-known game developers to acquire IP licenses for network game operations[31]. Capital and Funding - The group successfully raised approximately HKD 25,624,000 from the placement of 120,000,000 new shares in April 2024, enhancing financial stability and operational funding[17]. - The company raised approximately HKD 14,578,000 through a secondary placement to support its licensing application, which was temporarily rejected in November 2024[34]. - The first placement raised approximately HKD 25,624,000, with a discount of about 19.26% compared to the last closing price before the placement[78]. - The second placement raised approximately HKD 14,578,000, with a discount of about 19.61% compared to the last closing price before the placement[79]. - The total net proceeds from the first and second placements are HKD 40,202,000, with HKD 11,187,000 already utilized[80]. Blockchain and Virtual Assets - The group has submitted a license application to the Securities and Futures Commission for regulated activities under the Securities and Futures Ordinance, aiming to operate a virtual asset trading platform[16]. - The company is committed to investing in blockchain technology and virtual asset trading, recognizing their potential to fundamentally change the financial and technology sectors[20]. - The company aims to enhance its blockchain capabilities and expand market share by actively participating in the development and application of blockchain solutions across various sectors, including financial services[35]. - The company has received a trust or corporate service provider license for Bitcoin World Custodian under the Anti-Money Laundering Ordinance, enabling it to provide custodial services for virtual asset platforms[34]. Corporate Governance - The board is committed to maintaining high corporate governance standards, believing it is essential for protecting shareholder interests and enhancing company value[167]. - The company has adopted the corporate governance code principles as the foundation of its governance practices, complying with all applicable provisions except for C.2.1[168]. - The board consists of six members, including two executive directors, one non-executive director, and three independent non-executive directors[173]. - The company has received annual independence confirmations from all independent non-executive directors, ensuring compliance with governance regulations[178]. - The board meets at least four times a year to discuss business development, operations, and financial performance, with additional meetings as necessary[182]. Employee and Talent Management - The company has implemented employee benefits and training programs to address the shortage of technical talent, which poses a risk to its operations[39]. - The total employee cost for the year was approximately HKD 15,706,000, significantly lower than HKD 29,677,000 in 2024[62]. - The company is committed to increasing the number of female employees to achieve gender equality goals[198]. - The company has adopted a board diversity policy to maintain a balanced and diverse board composition[195]. Environmental and Social Responsibility - The group is committed to environmental policies and compliance with laws and regulations, implementing various green measures to minimize environmental impact[95]. - The group made charitable donations of approximately HKD 212,000 for the year ending June 30, 2025, significantly up from HKD 17,000 in 2024[156]. Risk Management - The company is committed to addressing significant risks associated with its business, including technological changes and economic downturns, by regularly reviewing leading indicators and adjusting business strategies accordingly[38]. - The board regularly reviews major risk areas and appropriate risk mitigation strategies, considering the risk management system effective and adequate[41].

Core Viewpoint - The company expects a significant reduction in losses attributable to equity holders to not exceed HKD 11.5 million for the fiscal year ending June 30, 2025, compared to a net loss of approximately HKD 28.9 million for the fiscal year ending June 30, 2024 [1] Financial Performance - The anticipated reduction in net losses is primarily due to a combination of factors, including a decrease in administrative and operational expenses by approximately HKD 13.1 million, mainly from the sale of MiChong Technology Information (Shenzhen) Co., Ltd. and its subsidiaries [1] - The company expects to recognize a gain of approximately HKD 5.5 million from the sale of the MiChong Group [1] - Sales expenses are projected to decrease by approximately HKD 3.7 million, attributed to a reduction in the average number of sales personnel following the sale of the MiChong Group, although this decrease is partially offset by an increase in commissions for sales representatives [1] - The company anticipates an increase of approximately HKD 3.1 million from its share of the performance of associated companies [1] - However, this positive outlook is partially offset by a decrease in gross profit of approximately HKD 8.5 million, despite an increase in revenue, primarily due to low-margin projects [1]

Core Viewpoint - Bit元宇宙 (08645) expects a significant reduction in losses attributable to equity holders to not exceed HKD 11.5 million for the fiscal year ending June 30, 2025, compared to a net loss of approximately HKD 28.9 million for the fiscal year ending June 30, 2024 [1] Summary by Relevant Categories Financial Performance - The anticipated reduction in net loss is primarily due to a combination of factors, including a decrease in administrative and operational expenses by approximately HKD 13.1 million, mainly from the sale of 米虫科技信息 (Shenzhen) Co., Ltd. and its subsidiaries [1] - The company expects to recognize a gain of approximately HKD 5.5 million from the sale of 米虫集团 [1] - Sales expenses are projected to decrease by approximately HKD 3.7 million, attributed to a reduction in the average number of sales personnel following the sale of 米虫集团, although this decrease is partially offset by an increase in commissions for sales representatives [1] - The company anticipates an increase of approximately HKD 3.1 million from its share of the performance of associated companies [1] - Despite an increase in revenue, gross profit is expected to decrease by approximately HKD 8.5 million, primarily due to low-margin projects [1]