NOIZ Group Ltd. — Capital/Financing Update 2020

Nov 25, 2020

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.

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MERDEKA FINANCIAL GROUP LIMITED 領智金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8163)

DISCLOSEABLE TRANSACTION APPLICATION FOR SHARES IN THE IPO OF EVERGRANDE PROPERTY SERVICES GROUP LIMITED

On 25 November 2020, the Company placed the Order through Merdeka Securities for the application to subscribe for 500,000 Evergrande Property Services Shares with a total application money of approximately HK$4.92 million (including brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%).

As one or more of the applicable percentage ratios for the Application exceeds 5% but is less than 25%, the Application constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 19 of the GEM Listing Rules.

Shareholders and potential investors should note that completion of the Order is subject to the various conditions set out in the Prospectus, including those set out under the paragraph headed ‘‘Conditions of the Global Offering’’ in the section headed ‘‘Structure and Conditions of the Global Offering’’ in the Prospectus and allocation and reallocation under the IPO. As the Order may or may not materialise, and the Company may or may not be allocated with any Evergrande Property Services Shares under the IPO, Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

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THE APPLICATION

The Board hereby announces that on 25 November 2020, the Company placed the Order through Merdeka Securities for the application to subscribe for 500,000 Evergrande Property Services Shares with a total application money of approximately HK$4.92 million (including brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%).

Offer price

The offer price of each Evergrande Property Services Share shall be in the range of HK$8.50 to HK$9.75.

The application money of the Order is financed by the internal resources of the Group.

Allotment results of the Application

The completion of the Order is subject to the successful listing of Evergrande Property Services Shares on the Stock Exchange and final allocation of the Evergrande Property Services Shares. The Company may or may not be allocated with any Evergrande Property Services Shares in the IPO. According to the IPO timetable as disclosed in the Prospectus, Evergrande Property Services will announce the allotment results on Tuesday, 1 December 2020 and the expected listing date of Evergrande Property Services is Wednesday, 2 December 2020. The Company will issue a further announcement in respect of the allotment results of the Application when the Order is materialized and completed.

INFORMATION OF THE GROUP

The Group is principally engaged in (i) financial services business including the securities brokerage services, provision of corporate finance advisory services, asset management business, money lending services and financial leasing business; (ii) corporate consulting business including company secretarial services, accounting and financial reporting services and management consulting services; (iii) trading business; and (iv) information technology business.

INFORMATION OF EVERGRANDE PROPERTY SERVICES GROUP

According to the Prospectus, Evergrande Property Services Group is an all-round property manager. Evergrande Property Services Group manages a diverse portfolio of properties, including mid- to high-end residential properties, office buildings and commercial properties, and have been contracted to manage other types of properties such as theme parks, industrial parks, healthcare complexes, themed towns and schools, among others.

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For further details of the business of Evergrande Property Services Group, please refer to the Prospectus, which has been published on the website of the Stock Exchange on 23 November 2020.

Set out below are certain audited consolidated financial information of Evergrande Property Services Group for the financial years ended 31 December 2017, 31 December 2018 and 31 December 2019 and the six months ended 30 June 2020 as disclosed in the Prospectus:

Revenue Profit before tax Profit for the year Total assets Total equity	Year 2017 (RMB’000) 4,399,356 136,942 106,564 3,702,369 556,638	ended December 31 2018 2019 (RMB’000) (RMB’000) 5,903,226 7,332,722 310,292 1,229,185 239,008 930,524 5,841,818 7,456,655 796,773 1,774,457	For the six months ended 2020 (RMB’000) 4,563,855 1,500,241 1,147,693 8,559,800 2,882,237

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, Evergrande Property Services and its controlling shareholders are third parties independent of the Company and its connected persons.

REASONS FOR AND BENEFITS OF THE APPLICATION

According to the Prospectus, Evergrande Property Services Group is one of the largest and fastest-growing comprehensive property management service providers in China.

Having considered the business prospects, financial performance and potential growth of Evergrande Property Services Group as disclosed in the Prospectus, the Directors consider that the investment in Evergrande Property Services Shares would enable the Group to capture a potential investment return for the Group.

The Directors consider that the terms of the Order and the Application are on normal commercial terms and are fair and reasonable and the Application is in the interests of the Company and its Shareholders as a whole.

GEM LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios for the Application exceeds 5% but is less than 25%, the Application constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 19 of the GEM Listing Rules.

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Shareholders and potential investors should note that completion of the Order is subject to the various conditions set out in the Prospectus, including those set out under the paragraph headed ‘‘Conditions of the Global Offering’’ in the section headed ‘‘Structure and Conditions of the Global Offering’’ in the Prospectus and allocation and reallocation under the IPO. As the Order may or may not materialise, and the Company may or may not be allocated with any Evergrande Property Services Shares under the IPO, Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

DEFINITIONS

Unless otherwise specified, the following terms have the following meanings in this announcement:

• ‘‘Application’’

• the application to subscribe for 500,000 Evergrande Property Services Shares by the Company pursuant to the Order

• ‘‘Company’’ Merdeka Financial Group Limited (領智金融集團有限公司), a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the GEM

• ‘‘connected person(s)’’

• has the meaning ascribed thereto under the GEM Listing Rules

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Evergrande Property Evergrande Property Services Group Limited (恒大物業集團有限 Services’’ 公司) (formerly known as Mangrove 3, Ltd.), an exempted liability company incorporated in the Cayman Islands with limited liability on March 13, 2020

• ‘‘Evergrande Property Evergrande Property Services and its subsidiaries Services Group’’

• ‘‘Evergrande Property ordinary share(s) with par value of US$0.0001 each in the share Services Shares’’ capital of Evergrande Property Services, which are to be traded in Hong Kong dollars and listed on the Main Board

• ‘‘GEM’’

• GEM operated by the Stock Exchange

• ‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on GEM

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong

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‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the People’s
	Republic of China
‘‘IPO’’	initial public offering of Evergrande Property Services Shares
‘‘Main Board’’	the stock exchange (excluding the option market) operated by
	the Stock Exchange, which is independent from and operated in
	parallel with GEM of the Stock Exchange
‘‘Merdeka Securities’’	Merdeka Securities Limited, a licensed corporation to carry out
	Type 1 (dealing in securities) regulated activities under the SFO
	and an indirect wholly-owned subsidiary of the Company
‘‘Order’’	the order placed by the Company through Merdeka Securities on
	25 November 2020 for the application to subscribe for 500,000
	Evergrande Property Services Shares with a total application
	money of approximately HK$4.92 million (including brokerage
	of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange
	trading fee of 0.005%)
‘‘PRC’’	the People’s Republic of China, and for the purpose of this
	announcement, excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
‘‘Prospectus’’	the prospectus of Evergrande Property Services dated 23
	November 2020
‘‘RMB’’	Renminbi, the lawful currency of the PRC
‘‘SFC’’	The Securities and Futures Commission of Hong Kong
‘‘SFO’’	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
‘‘Share(s)’’	existing ordinary share(s) of HK$0.01 each in the share capital
	of the Company
‘‘Shareholders’’	shareholders of the Company
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘United States’’	the United States of America, its territories, its possessions and
	all areas subject to its jurisdiction

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‘‘US$’’

United States dollar(s), the lawful currency of the United States

By order of the Board MERDEKA FINANCIAL GROUP LIMITED Wong Hin Shek

Chairman and Chief Executive Officer

Hong Kong, 25 November 2020

As at the date of this announcement, the executive Directors are Mr. Wong Hin Shek (Chairman and Chief Executive Officer), Mr. Cheung Wai Yin, Wilson and Ms. Tsang Kwai Ping, the independent non-executive Directors are Ms. Ng Ka Sim, Casina, Mr. Wong Wing Kit and Ms. Yeung Mo Sheung, Ann.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules of the Stock Exchange 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 GEM website at http://www.hkgem.com on the ‘‘Latest Listed Company Information’’ page for at least seven days from the day of its publication and posting and will be published and remains on the website of the Company at http://www.merdeka.com.hk.

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