NOIZ Group Ltd. — Capital/Financing Update 2021

Jul 2, 2021

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 appears for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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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 IN RELATION TO

THE EXTENSION OF THE LOAN AGREEMENT

FURTHER EXTENSION OF THE LOAN AGREEMENT

References are made to the Announcements in respect of the grant of the Loan in the principal amount of HK$5,000,000 to the Borrower and the entering into of the Extension Letters.

The Board is pleased to announce that on 2 July 2021, the Lender entered into the Third Extension Letter with the Borrower to extend the date of repayment of the Remaining Loan Amount of HK$3,000,000 from 2 July 2021 to 1 October 2021.

As of 2 July 2021, a principal amount of HK$2,000,000 and the interest accrued from 5 February 2021 to 2 July 2021 in relation the Loan Agreement have been repaid to the Lender by the Borrower.

Save for the principal amount and the extension of the date of repayment of the Loan, all other terms and provisions of the Loan Agreement remain unchanged and in full force and effect.

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GEM LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the extension of the repayment date of the Loan under Rule 19.07 of the GEM Listing Rules exceed 5% but are less than 25%, the extension of the repayment date of the Loan constitutes a discloseable transaction for the Company under Chapter 19 of the GEM Listing Rules.

References are made to the Company’s announcements dated 5 February 2021, 4 March 2021 and 1 April 2021 (the ‘‘Announcements’’) in relation to the provision of the Loan and the entering into extension letters to extend of the repayment date of the Loan (the ‘‘Extension Letters’’). Terms used herein shall have the same meanings as defined in the Announcements unless otherwise stated.

FURTHER EXTENSION OF THE LOAN AGREEMENT

The Board is pleased to announce that on 2 July 2021, the Lender, an indirect wholly-owned subsidiary of the Company, entered into an extension letter (the ‘‘Third Extension Letter’’) with Yu, Winfred Ka Wing (the ‘‘Borrower’’), an Independent Third Party to further extend the date of repayment of the Loan in the amount of HK$3,000,000 (the ‘‘Remaining Loan Amount’’) from 2 July 2021 to 1 October 2021.

As of 2 July 2021, a principal amount of HK$2,000,000 and the interest accrued from 5 February 2021 to 2 July 2021 in relation the Loan Agreement have been repaid to the Lender by the Borrower.

Save for the principal amount and the extension of the date of repayment of the Loan, all other terms and provisions of the Loan Agreement remain unchanged and in full force and effect.

The principal terms of the Loan Agreement as amended and supplemented by the Third Extension Letter are summarized below:

THE LOAN AGREEMENT (AS EXTENDED BY THE EXTENSION LETTERS AND THIRD EXTENSION LETTER)

Date : 2 July 2021 Lender : Merdeka Credit Limited, a company incorporated in Hong Kong with limited liability, (i) principally engages in money lending business in Hong Kong and is a licensed money lender in Hong Kong under the Money Lenders Ordinance; and (ii) is an indirectly wholly-owned subsidiary of the Company

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Borrower : The Borrower To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Borrower is an individual and an Independent Third Party Principal amount : HK$3,000,000 Maturity date : from 5 February 2021 to 1 October 2021 Interest rate per : 12.0%, calculated on a monthly basis annum

The Loan was funded by internal resources of the Group.

INFORMATION ON 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 ON THE BORROWER

The Borrower is a merchant. To the best knowledge, information and belief of the Directors after having made all reasonable enquiries, the Borrower is an Independent Third Party.

REASONS AND BENEFITS FOR ENTERING INTO THE THIRD EXTENSION LETTER

The Third Extension Letter is made in the ordinary and usual course of the Group’s money lending business. The terms of the Third Extension Letter have been negotiated on an arm’s length basis between the Lender and the Borrower.

Given that (i) the Borrower has repaid a principal amount of the Loan of HK$2,000,000 and the accrued interest from 5 February 2021 to 2 July 2021; (ii) the short duration of the extension period; and (iii) the interest income expected to be generated from the Loan, the Directors consider that the terms of the Third Extension Letter are fair and reasonable and the entering into of the Third Extension Letter is in the interests of the Company and its Shareholders as a whole.

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GEM LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the extension of the repayment date of the Loan under Rule 19.07 of the GEM Listing Rules exceed 5% but are less than 25%, the extension of the repayment date of the Loan constitutes a discloseable transaction for the Company under Chapter 19 of the GEM Listing Rules.

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

Chairman and Chief Executive Officer

Hong Kong, 2 July 2021

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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