NOIZ Group Ltd. — Capital/Financing Update 2020

Jun 30, 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)

VOLUNTARY ANNOUNCEMENT

TRANSFER OF 2008 CONVERTIBLE BONDS IN PRINCIPAL AMOUNT OF HK$55,000,000

References are made to the circular of the Company dated 27 March 2020 (the ‘‘Circular’’) in relation to, amongst other things, the 2008 CB Transfer and the announcement of the Company dated 29 June 2020 in relation to the partial redemption of the 2008 Convertible Bonds (the ‘‘Redemption Announcement’’). Capitalised terms used herein shall have the same meanings as those defined in the Circular and the Redemption Announcement, unless the context otherwise requires.

The Board announced that as notified by Ivana, all the conditions precedent set out in the 2008 CB Sale and Purchase Agreement have been fulfilled, the 2008 CB Transfer Completion took effect on 30 June 2020. On 30 June 2020, the Company has received a transfer notice from Ivana in relation to the transfer of the 2008 Sale Convertible Bonds in the principal amount of HK$55,000,000, which are convertible into 500,000,000 2008 Conversion Shares at an adjusted conversion price of HK$0.110 per 2008 Conversion Share with effect from 13 August 2020, to Team Sunny.

Immediately after the 2008 CB Transfer Completion, (i) Team Sunny is the registered holder of the 2008 Sale Convertible Bonds in the outstanding principal amount of HK$55,000,000; and (ii) the aggregate outstanding principal amount of the entire 2008 Convertible Bonds amounts to HK$69,068,000.

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Please refer to the Circular for information on the principal terms of the 2008 Convertible Bonds.

By order of the Board MERDEKA FINANCIAL GROUP LIMITED Cheung Wai Yin, Wilson Chairman and Chief Executive Officer

Hong Kong, 30 June 2020

As at the date of this announcement, the executive Directors are Mr. Cheung Wai Yin, Wilson (Chairman and Chief Executive Officer) 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 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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