NOIZ Group Ltd. - Capital/Financing Update 2023

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 any securities of the Company.

==> picture [47 x 55] intentionally omitted <==

NOIZ GROUP LIMITED 聲揚集團有限公司

(formerly known as “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)

CONNECTED TRANSACTIONS IN RELATION TO

(1) PROPOSED SHARE SUBSCRIPTION UNDER SPECIFIC MANDATE A;

(2) PROPOSED ISSUE OF 2023 CONVERTIBLE BONDS UNDER SPECIFIC MANDATE B; AND

(3) PROPOSED EXTENSION OF THE MATURITY DATE OF 2022 CONVERTIBLE BONDS

Financial Adviser to the Company

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

==> picture [111 x 32] intentionally omitted <==

– 1 –

I. THE SHARE SUBSCRIPTION

On 14 July 2023 (after the trading hours of the Stock Exchange), the Company and the Subscriber entered into the Share Subscription Agreement, pursuant to which the Company has conditionally agreed to allot and issue and the Subscriber has conditional agreed to subscribe for 37,666,666 Subscription Shares at the Share Subscription Price of HK$0.108 per Subscription Share. The Share Subscription amount payable by the Subscriber of HK$4,068,000 under the Share Subscription Agreement shall be satisfied by way of setting off against the Share Offset Amount (i.e. HK$4,068,000) under the 2008 Convertible Bonds held by the Subscriber.

As at the date of this announcement, the Company has 566,728,946 Shares in issue. Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the Share Subscription Completion, the 37,666,666 Subscription Shares, represent: (i) approximately 6.65% of the issued share capital of the Company as at the date of this announcement; (ii) approximately 6.23% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares; (iii) approximately 5.40% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares and the 2023 CB Conversion Shares upon the exercise of the conversion rights attaching to the 2023 Convertible Bonds in full; and (iv) approximately 3.18% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares, the 2023 CB Conversion Shares and the 2022 CB Conversion Shares upon the exercise of the conversion rights attaching to the 2023 Convertible Bonds and the 2022 Convertible Bonds in full.

The Subscription Shares will be allotted and issued pursuant to Specific Mandate A to be sought for approval from the Independent Shareholders at the EGM.

II. PROPOSED ISSUE OF 2023 CONVERTIBLE BONDS UNDER SPECIFIC MANDATE B

The Board is pleased to announce that on 14 July 2023 (after trading hours of the Stock Exchange), the Company entered into the 2023 CB Subscription Agreement with the Subscriber, pursuant to which the Company conditionally agrees to issue and the Subscriber conditionally agrees to subscribe for the 2023 Convertible Bonds in the principal amount of HK$10,000,000 and the Subscriber will pay the 2023 CB Subscription Price by setting off against the CB Offset Amount (i.e. HK$10,000,000) under the 2008 Convertible Bonds held by the Subscriber.

The 2008 Convertible Bonds will be fully set off upon the Share Subscription Completion and the 2023 CB Subscription Completion.

– 2 –

Based on the 2023 CB Conversion Price of HK$0.108 per 2023 CB Conversion Share, a maximum number of 92,592,592 2023 CB Conversion Shares will be allotted and issued upon exercise of the conversion rights attaching to the 2023 Convertible Bonds in full, which represent: (i) approximately 16.34% of the issued share capital of the Company as at the date of this announcement; (ii) approximately 15.32% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares; (iii) approximately 13.28% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares and the 2023 CB Conversion Shares upon the exercise of the conversion rights attaching to the 2023 Convertible Bonds in full; and (iv) approximately 7.81% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares, the 2023 CB Conversion Shares and the 2022 CB Conversion Shares upon the exercise of the conversion rights attaching to the 2023 Convertible Bonds and the 2022 Convertible Bonds in full.

The 2023 CB Conversion Shares will be allotted and issued pursuant to Specific Mandate B to be sought from the Independent Shareholders at the EGM.

III. EXTENSION OF THE MATURITY DATE OF THE 2022 CONVERTIBLE BONDS

Background

References are made to the announcement of the Company dated 14 November 2022 and the circular of the Company dated 8 December 2022 in relation of the issue of the 2022 Convertible Bonds in the aggregate principal amount of HK$91,000,000 to Team Sunny.

As at the date of this announcement, the principal amount of the 2022 Convertible Bonds remains outstanding in full and will mature on 12 August 2024 pursuant to the existing terms and conditions of the 2022 Convertible Bonds.

Amendment Deed

On 14 July 2023 (after trading hours of the Stock Exchange), the Company and Team Sunny entered into the Amendment Deed to extend the maturity date of the 2022 Convertible Bonds from 12 August 2024 to the 2022 CB Extended Maturity Date (i.e. the date falling on the second (2nd) anniversary of the 2023 CB Issue Date) with all the terms and conditions of the 2022 Convertible Bonds unchanged.

As at the date of this announcement, Team Sunny is the 2022 CB Holder and is a connected person of the Company for being a wholly and ultimately owned subsidiary of Mr. Wong, who is the Chairman, the executive Director and the chief executive officer of the Company. Please refer to ‘‘INFORMATION ON TEAM SUNNY’’ in this announcement for further information.

– 3 –

GEM LISTING RULES IMPLICATIONS

The Subscriber, which is wholly and ultimately owned by Mr. Wong, being the Chairman, an executive Director and the chief executive officer of the Company, and holds 136,755,500 Shares, representing approximately 24.13% of the issued share capital of the Company as at the date of this announcement, is a connected person of the Company under Chapter 20 of the GEM Listing Rules. Accordingly, each of the Share Subscription, the 2023 CB Subscription and the 2022 CB Extension constitutes a connected transaction on the part of the Company and is subject to the reporting, announcement, circular and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. In addition, the Subscription Shares, the 2023 CB Conversion Shares and the 2022 CB Conversion Shares will be issued under the Specific Mandates which are subject to Independent Shareholders’ approval at the EGM.

Pursuant to Rule 22.03 of the GEM Listing Rules, any alteration in the terms of convertible debt securities after issue must be approved by the Stock Exchange, except where the alteration takes effect automatically under the existing terms of such convertible debt securities. In accordance with Rule 22.03 of the GEM Listing Rules, an application will be made by the Company to the Stock Exchange for (i) the approval to the 2022 CB Extension; and (ii) granting of the listing of, and permission to deal in, the 2022 CB Conversion Shares fall to be issued upon exercise of the conversion rights attached to the 2022 Convertible Bonds as amended and supplemented by the Amendment Deed.

Mr. Wong has abstained from voting on the resolutions in relation to the Share Subscription Agreement, the 2023 CB Subscription Agreement and the Amendment Deed proposed to the Board. Save as disclosed above, none of the Directors attended the Board meeting has a material interest in the Share Subscription, the 2023 CB Subscription and the 2022 CB Extension.

– 4 –

GENERAL

The Independent Board Committee comprising all the independent non-executive Directors has been established to consider, and to advise the Independent Shareholders regarding the Share Subscription Agreement, the 2023 CB Subscription Agreement, the Amendment Deed and the transactions contemplated respectively thereunder, including but not limited to, the grant of the Specific Mandates for the allotment and issue of the Subscription Shares, the 2023 CB Conversion Shares and the 2022 CB Conversion Shares, and as to whether the Share Subscription, the 2023 CB Subscription and the 2022 CB Extension are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole. Alpha Financial has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

The EGM will be convened and held for the purposes of considering of, and if thought fit, approving, among other things, the Share Subscription Agreement, the 2023 CB Subscription Agreement and the Amendment Deed and the transaction contemplated respectively thereunder, including but not limited to, the allotment and issue of the Subscription Shares, the 2023 CB Conversion Shares and the 2022 CB Conversion Shares under the Specific Mandates. Team Sunny, Mr. Wong and their respective associates shall abstain from voting on the ordinary resolutions in relation to the Share Subscription Agreement, the 2023 CB Subscription Agreement and the Amendment Deed and the transactions contemplated respectively thereunder to be proposed at the EGM. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, no other Shareholders are required to abstain from voting at the EGM.

A circular containing, among others, (i) further details of the Share Subscription Agreement, the 2023 CB Subscription Agreement, the Amendment Deed and the transactions contemplated respectively thereunder; (ii) a recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Share Subscription Agreement, the 2023 CB Subscription Agreement and the Amendment Deed and the transactions contemplated respectively thereunder; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Share Subscription Agreement, the 2023 CB Subscription Agreement and the Amendment Deed and the transactions contemplated respectively thereunder; and (iv) a notice convening the EGM will be despatched by the Company to the Shareholders on or before 4 August 2023 so as to allow sufficient time for preparation of the relevant information for inclusion in the circular.

Shareholders and investors are advised to exercise caution when dealing in the securities of the Company and if they are in any doubt about their position, they should consult their professional advisers.

– 5 –

BACKGROUND

Reference is made to the announcement dated 7 July 2023 in relation to the transfer of the 2008 Convertible Bonds in an aggregate principal amount of HK$14,068,000 by each of Mr. Jin Xiaobin and Mr. Shang Xiaodong to Team Sunny (the ‘‘2008 CB Transfer’’). Following the completion of the 2008 CB Transfer on 7 July 2023, the 2008 Convertible Bonds in the principal amount of HK$14,068,000 are held by Team Sunny as at the date of this announcement.

I. THE SHARE SUBSCRIPTION

Upon the Share Subscription Completion, the remaining outstanding principal amount of the 2008 Convertible Bonds is HK$10,000,000, and such amount will be set off against of the 2023 CB Subscription Price as described under the section ‘‘II. PROPOSED ISSUE OF 2023 CONVERTIBLE BONDS UNDER SPECIFIC MANDATE B’’.

The Share Subscription Agreement

The key terms of the Share Subscription Agreement are summarised as follows:

Date : 14 July 2023 (after the trading hours of the Stock Exchange) Parties : (i) the Company, as the issuer; and (ii) Team Sunny, as the Subscriber

As at the date of this announcement, Team Sunny is a connected person of the Company for being a wholly owned company of Mr. Wong, who is the Chairman, the executive Director and the chief executive officer of the Company. Please refer to ‘‘INFORMATION ON TEAM SUNNY’’ below in this announcement for further information.

– 6 –

Subscription Shares

Pursuant to the Share Subscription Agreement, the Company has conditionally agreed to allot and issue to the Subscriber and the Subscriber has conditionally agreed to subscribe for 37,666,666 Subscription Shares at the Share Subscription Price of HK$0.108 per Subscription Share. The Share Subscription amount payable by the Subscriber of HK$4,068,000 under the Share Subscription Agreement shall be satisfied by way of setting off against the Share Offset Amount (i.e. HK$4,068,000) under the 2008 Convertible Bonds.

The aggregate nominal value of the Subscription Shares is HK$3,766,666.60.

Share Subscription Price

The Share Subscription Price of HK$0.108 represents:

(i) a premium of 21.35% over the closing price of HK$0.089 per Share as quoted on the Stock Exchange on the date of the Share Subscription Agreement; and
(ii) a premium of 20.00% over the average closing price of HK$0.090 per Share as quoted on the Stock Exchange for the five (5) consecutive trading days of the Shares immediately prior to the date of the Share Subscription Agreement.

The Share Subscription Price was determined with reference to the prevailing market prices of the Shares and was negotiated on an arm’s length basis between the Company and the Subscriber. The Directors (excluding the members of the Independent Board Committee whose views are to be included in the circular to be despatched by the Company, after being advised by the Independent Financial Adviser) consider that the Share Subscription Price is fair and reasonable and is in the interests of the Company and the Shareholders as a whole.

– 7 –

The net Share Subscription Price, after deduction of relevant expenses, is estimated to be approximately HK$0.104 per Subscription Share.

Specific Mandate A

The Subscription Shares will be allotted and issued pursuant to Specific Mandate A to be sought for approval from the Independent Shareholders at the EGM.

Ranking of the Subscription Shares

The Subscription Shares shall rank pari passu in all respects among themselves and with the existing Shares in issue on the date of allotment and issue of the Subscription Shares.

Conditions precedent of the Share Subscription Agreement

The Share Subscription Completion is conditional upon:

(i) the passing by the Independent Shareholders of relevant resolution(s) at the EGM of the Company in compliance with the requirements of the GEM Listing Rules approving:
(a) the Share Subscription Agreement and the transactions contemplated hereunder;
(b) the allotment and issue of the Subscription Shares; and
(c) the Specific Mandate A;
(ii) the Amendment Deed having become unconditional (save for the condition of the Share Subscription Agreement becoming unconditional);
(iii) the 2023 CB Subscription Agreement having become unconditional (save for the condition of the Share Subscription Agreement becoming unconditional);
(iv) all necessary consents and approvals required to be obtained on the part of the Company in respect of the Share Subscription Agreement and the transactions contemplated hereunder having been obtained;
(v) all necessary consents and approvals required to be obtained on the part of the Subscriber in respect of the Share Subscription Agreement and the transactions contemplated hereunder having been obtained;
(vi) the GEM Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Subscription Shares;

– 8 –

(vii) none of the warranties given by the Company hereunder having been breached in any material respect (or, if capable of being remedied, has not been remedied), or is misleading or untrue in any material respect; and
(viii) none of the warranties given by the Subscriber hereunder having been breached in any material respect (or, if capable of being remedied, has not been remedied), or is misleading or untrue in any material respect.

The Share Subscription Agreement, the 2023 CB Subscription Agreement and the Amendment Deed are inter-conditional. In the event the above conditions are not fulfilled by 31 August 2023 or such other date as may be agreed between the parties to the Share Subscription Agreement, the Share Subscription Agreement shall cease and terminate and neither the Company nor the Subscriber shall have any obligations and liabilities under the Share Subscription Agreement.

Completion

The Share Subscription Completion shall take place within three Business Days after the day on which the conditions set out above are fulfilled or, as the case may be, waived (or such later date as may be agreed between the Company and the Subscriber in writing). Upon the Share Subscription Completion, the Share Offset Amount will be set-off against the Share Subscription Price in full, and the obligation and liability of the Company to the Subscriber for the Share Offset Amount under the 2008 Convertible Bonds will be extinguished.

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.

II. PROPOSED ISSUE OF 2023 CONVERTIBLE BONDS UNDER SPECIFIC MANDATE B

The 2023 CB Subscription Agreement

– 9 –

Set out below are the principal terms of the 2023 CB Subscription Agreement:

Date : 14 July 2023 (after trading hours of the Stock Exchange) Parties : (i) the Company, as the issuer; and (ii) Team Sunny, as the Subscriber

As at the date of this announcement, Team Sunny is a connected person of the Company for being a wholly and ultimately owned subsidiary of Mr. Wong, who is the Chairman, the executive Director and the chief executive officer of the Company. Please refer to ‘‘INFORMATION ON TEAM SUNNY’’ below in this announcement for further information.

Subscription price : HK$10,000,000

The 2023 CB Subscription Price shall be set off against the CB Offset Amount (i.e. HK$10,000,000) under the 2008 Convertible Bonds held by the Subscriber.

Conditions precedent of the 2023 CB Subscription Agreement

The 2023 CB Subscription Completion is conditional upon:

(i) the passing by the Independent Shareholders of relevant resolution(s) at the EGM in compliance with the requirements of the GEM Listing Rules approving:
(a) the 2023 CB Subscription Agreement and the transactions contemplated thereunder; and
(b) the issue of the 2023 Convertible Bonds and Specific Mandate B for the allotment and issue of the 2023 CB Conversion Shares to holder(s) of the 2023 Convertible Bonds in accordance with the terms and conditions of the 2023 Convertible Bonds;
(ii) all necessary consents and approvals required to be obtained on the part of the Company in respect of the 2023 CB Subscription Agreement and the transactions contemplated hereunder having been obtained;
(iii) all necessary consents and approvals required to be obtained on the part of the Subscriber in respect of the 2023 CB Subscription Agreement and the transactions contemplated hereunder having been obtained;

– 10 –

(iv) the GEM Listing Committee of the Stock Exchange granting the listing of and permission to deal in the 2023 CB Conversion Shares to be allotted and issued upon exercise of the conversion rights attached to the 2023 Convertible Bonds;
(v) none of the warranties given by the Company under the 2023 CB Subscription Agreement having been breached in any material respect (or, if capable of being remedied, has not been remedied), or is misleading or untrue in any material respect;
(vi) none of the warranties given by the Subscriber under the 2023 CB Subscription Agreement having been breached in any material respect (or, if capable of being remedied, has not been remedied), or is misleading or untrue in any material respect;
(vii) the Amendment Deed having become unconditional (save for the conditions of the 2023 CB Subscription Agreement becoming unconditional); and
(viii) the Share Subscription Agreement having become unconditional (save for the conditions of the 2023 CB Subscription Agreement becoming unconditional).

The Share Subscription Agreement, the 2023 CB Subscription Agreement and the Amendment Deed are inter-conditional. In the event that the conditions of the 2023 CB Subscription are not fulfilled on or before 31 August 2023 or such other date as may be agreed between the parties to the 2023 CB Subscription Agreement, the 2023 CB Subscription Agreement shall cease and terminate and neither the Company nor the Subscriber shall have any obligations and liabilities under the 2023 CB Subscription Agreement.

Completion

The 2023 CB Subscription Completion shall take place within three (3) Business Days after the day on which the conditions set out above are fulfilled or, as the case may be, waived (or such later date as may be agreed between the Company and the Subscriber in writing). Upon 2023 CB Subscription Completion, the outstanding principal amount of the 2008 Convertible Bonds held by the Subscriber will be set-off against the 2023 CB Subscription Price in full, and the obligation and liability of the Company to the Subscriber for the CB Offset Amount under the 2008 Convertible Bonds will be extinguished.

The 2008 Convertible Bonds will be fully set off upon the Share Subscription Completion and the 2023 CB Subscription Completion.

Principal terms of the 2023 Convertible Bonds

Issuer : The Company CB Subscriber : Team Sunny

– 11 –

Issue price : 100% of the principal amount Principal amount : HK$10,000,000 Conversion price : The 2023 CB Conversion Price shall be HK$0.108 per 2023 CB Conversion Share (subject to adjustments) Adjustment : The 2023 CB Conversion Price shall from time to time be events subject to adjustment upon occurrence of certain events:

(a) Consolidation or sub-division of the Shares

If and whenever the Shares by reason of any consolidation or sub-division become of a different nominal amount, the 2023 CB Conversion Price in force immediately prior thereto shall be adjusted by multiplying it by the revised nominal amount and dividing the result by the former nominal amount. Each such adjustment shall be effective from the close of business in Hong Kong on the day immediately preceding the date on which the consolidation or sub-division becomes effective.

(b) Capitalisation of profits or reserves

If and whenever the Company shall issue (other than in lieu of the whole or part of a cash dividend and other than issue that would amount to a capital distribution) any Shares credited as fully paid to the Shareholders by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve fund), the 2023 CB Conversion Price in force immediately prior to such issue shall be adjusted by multiplying it by the following fraction:

==> picture [61 x 25] intentionally omitted <==

where:

A = the aggregate nominal amount of the issued Shares immediately before such issue; and
B = the aggregate nominal amount of the Shares issued in such capitalisation.

– 12 –

Each such adjustment shall be effective (if appropriate retroactively) from the commencement of the day following the record date for such issue.

(c) Capital distribution

If and whenever the Company shall make any capital distribution to the Shareholders (in their capacity as such) (whether on a reduction of capital or otherwise) or shall grant to such holders right(s) to acquire for cash assets of the Company or any of its subsidiaries, the 2023 CB Conversion Price in force immediately prior to such distribution or grant shall be adjusted by multiplying it by the following fraction:

A-B A

where:

A = the market price on the date on which the capital distribution or, as the case may be, the grant is publicly announced or (failing any such announcement) the next preceding day of the capital distribution or, as the case may be, of the grant; and
B = the fair market value on the day of such announcement or (as the case may require) the next preceding day, as determined in good faith by the independent auditors, of the portion of the capital distribution or of such rights which is attributable to one Share. For avoidance of doubt, if the capital distribution is distributions in cash the fair market value shall be the cash value and determination by the independent auditors is not required.

– 13 –

Provided that (aa) if in the opinion of an independent auditors, the use of the fair market value as aforesaid produces a result which is significantly inequitable, such independent auditors may instead determine (and in such event the above formula shall be construed as if B meant) the amount of the said market price which should properly be attributed to the value of the capital distribution or rights; and (bb) the provisions of this paragraph (c) shall not apply in relation to the issue of Shares paid out of profits or reserves and issued in lieu of a cash dividend.

Each such adjustment shall be effective (if appropriate retroactively) from the commencement of the day following the record date for the capital distribution or grant.

(d) Issue of Shares for subscription by way of rights

If and whenever the Company shall offer to Shareholders new Shares for subscription by way of rights, or shall grant to Shareholders any options or warrants to subscribe for new Shares, at a price which is less than 80% of the market price on the date of the announcement of the terms of the offer or grant, the 2023 CB Conversion Price shall be adjusted by multiplying the 2023 CB Conversion Price in force immediately before the date of the announcement of such offer or grant by the following fraction:

==> picture [61 x 24] intentionally omitted <==

where:

A = the number of Shares in issue immediately before the date of such announcement;

– 14 –

B = the number of Shares which the aggregate of the amount (if any) payable for the rights, options or warrants and of the amount payable for the total number of new Shares comprised therein would purchase at such market price per Share; and
C = the aggregate number of Shares offered for subscription or comprised in the options or warrants.

Such adjustment shall be effective (if appropriate retroactively) from the commencement of the day next following the record date for the offer or grant.

Provided however that no such adjustment shall be made if the Company shall make a like offer or grant (as the case may be) at the same time to the holder of the 2023 Convertible Bonds (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of a recognised regulatory body or any stock exchange in any territory outside Hong Kong) as if they had exercised the conversion rights under the 2023 Convertible Bonds registered in their holders of the 2023 Convertible Bonds out of the total principal amount of the 2023 Convertible Bonds outstanding at the time of the proposed redemption.

– 15 –

(e) (aa) Issue of convertible or exchangeable securities

If and whenever the Company shall issue wholly for cash any securities convertible into or exchangeable for or carry rights of subscription for new Shares, and the total Effective Consideration per Share (as defined in this paragraph (e) below) initially receivable for such securities is less than 80% of the market price on the date of the announcement of the terms of issue of such securities, the 2023 CB Conversion Price shall be adjusted by multiplying the 2023 CB Conversion Price in force immediately prior to the issue by the following fraction:

==> picture [61 x 24] intentionally omitted <==

where:

A = the number of Shares in issue immediately before the date of the issue;
B = the number of Shares which the total Effective Consideration receivable for the securities issued would purchase at such market price per Share; and
C = the number of Shares to be issued upon conversion or exchange of, or the exercise of the subscription rights conferred by, such securities at the initial conversion or exchange rate or subscription price.

Such adjustment shall become effective (if appropriate retroactively) from the close of business in Hong Kong on the Business Day next preceding whichever is the earlier of the date on which the issue is announced and the date on which the Company determines the conversion or exchange rate or subscription price.

– 16 –

(bb) Modification of rights of convertible or exchangeable securities

If and whenever the rights of conversion or exchange or subscription attached to any such securities as are mentioned in section (aa) of paragraph (e) are modified so that the total Effective Consideration per Share (as defined below) initially receivable for such securities shall be less than 80% of the market price on the date of announcement of the proposal to modify such rights of conversion or exchange or subscription, the 2023 CB Conversion Price shall be adjusted by multiplying the 2023 CB Conversion Price in force immediately prior to such modification by the following fraction:

==> picture [61 x 24] intentionally omitted <==

where:

A = the number of Shares in issue immediately before the date of such modification;
B = the number of Shares which the total Effective Consideration receivable for the securities issued at the modified conversion or exchange price would purchase at such market price; and
C = the number of Shares to be issued upon conversion or exchange of or the exercise of the subscription rights conferred by such securities at the modified conversion or exchange rate or subscription price.

– 17 –

Such adjustment shall become effective as at the date upon which such modification shall take effect. A right of conversion or exchange or subscription shall not be treated as modified for the foregoing purposes where it is adjusted to take account of rights or capitalisation issues and other events normally giving rise to adjustment of the 2023 CB Conversion Price provided that corresponding adjustment has already been made to the 2023 CB Conversion Price in respect of such an event.

For the purposes of this paragraph (e), the ‘‘total Effective Consideration’’ receivable for the securities issued shall be deemed to be the consideration receivable by the Company for any such securities plus the additional minimum consideration (if any) to be received by the Company upon (and assuming) the conversion or exchange thereof or the exercise of such subscription rights, and the total Effective Consideration per Share initially receivable for such securities shall be such aggregate consideration divided by the number of Shares to be issued upon (and assuming) such conversion or exchange at the initial conversion or exchange rate or the exercise of such subscription rights at the initial subscription price, in each case without any deduction for any commissions, discounts or expenses paid, allowed or incurred in connection with the issue.

– 18 –

(f) Issue of Shares being made wholly for cash at a price less than 80% of the market price per Share

If and whenever the Company shall issue wholly for cash any Shares at a price per Share which is less than 80% of the market price on the date of the announcement of the terms of such issue, the 2023 CB Conversion Price shall be adjusted by multiplying the 2023 CB Conversion Price in force immediately before the date of such announcement by the following fraction:

==> picture [61 x 25] intentionally omitted <==

where:

A = the number of Shares in issue immediately before the date of such announcement;
B = the number of Shares which the aggregate amount payable for the issue would purchase at such market price; and
C = the number of Shares so issued.

Such adjustment shall become effective on the date of the issue.

(g) If and whenever the Company shall issue Shares for the acquisition of asset at a total Effective Consideration per Share (as defined in this paragraph (g) below) which is less than 80% of the market price at the date of the announcement of the terms of such issue, the 2023 CB Conversion Price shall be adjusted by multiplying the 2023 CB Conversion Price in force immediately before the date of such announcement by the following fraction:

==> picture [61 x 25] intentionally omitted <==

– 19 –

where:

A = the number of Shares in issue immediately before the date of such announcement;
B = the number of Shares which the total Effective Consideration receivable for the securities issued would purchase at such market price per Share; and
C = the number of Shares so issued.

Such adjustment shall become effective on the date of the issue.

For the purpose of this paragraph (g) ‘‘total Effective Consideration’’ shall be the aggregate consideration credited as being paid for such Shares by the Company on acquisition of the relevant asset without any deduction of any commissions, discounts or expenses paid, allowed or incurred in connection with the issue thereof, and the ‘‘total Effective Consideration per Share’’ shall be the total Effective Consideration divided by the number of Shares issued as aforesaid.

Interest rate: : Zero coupon
Conversion shares : Based on the principal amount of the 2023 Convertible Bonds of HK$10,000,000, the 2023 Convertible Bonds is convertible into 92,592,592 2023 CB Conversion Shares at the initial 2023 CB Conversion Price of HK$0.108 (subject to adjustments)
Conversion : The period commencing from the issue date of the 2023 period Convertible Bonds up to 4: 00 p.m. (Hong Kong time) on the day immediately prior to and exclusive of the 2023 CB Maturity Date (as defined below)

– 20 –

Conversion rights : The holder(s) of the 2023 Convertible Bonds shall, and restrictions subject to compliance with the procedures set out in the terms and conditions thereunder, have the right at any time during the conversion period to convert the whole or part of the outstanding principal amount of the 2023 Convertible Bonds registered in its name into the 2023 CB Conversion Shares provided further that (i) any conversion shall be made in amounts of not less than a whole multiple of HK$500,000 on each conversion save that if at any time the aggregate outstanding principal amount of the 2023 Convertible Bonds is less than HK$500,000, the whole (but not part only) of the outstanding principal amount of the 2023 Convertible Bonds may be converted; and (ii) the exercise of the conversion right attached to the 2023 Convertible Bonds will not cause the Company to be unable to meet the public float requirement under the GEM Listing Rules.

In the event the holder(s) of the 2023 Convertible Bonds convert the 2023 Convertible Bonds to the extent that immediately after such conversion the holder(s) of the 2023 Convertible Bonds together with parties acting in concert with it will, in aggregate, control or be interested in 30% or such percentage of the voting rights of the Company which the holder(s) of the 2023 Convertible Bonds would be obliged to make a general offer under the Takeovers Code, the holder(s) of the 2023 Convertible Bonds together with parties acting in concert with it shall comply with the requirement of the Takeovers Code in accordance to the Takeovers Code.

Early redemption : The Company shall be entitled at its sole discretion, by at the option of giving not less than seven (7) days’ notice to the holder(s) the Company of the 2023 Convertible Bonds, propose to the holder(s) to redeem the outstanding 2023 Convertible Bonds (in multiples of HK$500,000 or such lesser amount as may represent the entire principal amount thereof) an amount equivalent to 100% of the principal amount of such outstanding 2023 Convertible Bonds at any time after the date of issue of the 2023 Convertible Bonds up to and including the date falling seven (7) days immediately before the 2023 CB Maturity Date (as defined below).

– 21 –

Ranking : The 2023 CB Conversion Shares, when allotted and issued, shall rank pari passu in all respects with the Shares in issue on the relevant conversion date including the right to all dividends or other distributions, paid or made on or after the relevant conversion date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date thereof shall be on or before the relevant conversion date.
Maturity date : The date falling on the second (2nd) anniversary of the 2023 CB Issue Date (being the ‘‘2023 CB Maturity Date’’)
Voting rights : The holder(s) of the 2023 Convertible Bonds shall not have any right to attend or vote in any general meeting of the Company
Transferability : Subject to compliance with the GEM Listing Rules, the 2023 Convertible Bonds may be transferred or assigned in whole or in part in integral multiples of HK$500,000 by the holder(s) of the 2023 Convertible Bonds to any party, save and except that the 2023 Convertible Bonds shall not be transferred to a connected person of the Company unless with the prior written consent of the Company
Listing : No application will be made by the Company for the listing of the 2023 Convertible Bonds on the Stock Exchange. Application will be made by the Company to the GEM Listing Committee for the listing of, and permission to deal in, the 2023 CB Conversion Shares
Security : The obligations of the Company under the 2023 Convertible Bonds are unsecured

– 22 –

Shares, the 2023 CB Conversion Shares and the 2022 CB Conversion Shares upon the exercise of the conversion rights attaching to the 2023 Convertible Bonds and the 2022 Convertible Bonds in full.

The maximum aggregate nominal value of the 2023 CB Conversion Shares is HK$9,259,259.20.

2023 CB Conversion Price

The 2023 CB Conversion Price of HK$0.108 per 2023 CB Conversion Share represents:

(i) a premium of approximately 21.35% over the closing price of HK$0.089 per Share as quoted on the Stock Exchange on the date of the 2023 CB Subscription Agreement; and
(ii) a premium of approximately 20.00% over the average closing prices of HK$0.090 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the date of the 2023 CB Subscription Agreement.

The net 2023 CB Conversion Price, after deduction of relevant expenses, is approximately HK$0.104 per 2023 CB Conversion Shares. The 2023 CB Conversion Price was arrived at after arm’s length negotiations between the Company and the Subscriber, taking into account of, among others, the recent trading performance of the Shares and the financial position of the Group. The Directors (excluding the members of the Independent Board Committee whose views are to be included in the circular to be despatched by the Company, after being advised by Independent Financial Adviser) consider that the 2023 CB Conversion Price, the terms and conditions of the 2023 CB Subscription Agreement and the 2023 Convertible Bonds are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Specific Mandate B

The 2023 CB Conversion Shares will be allotted and issued pursuant to Specific Mandate B to be sought from the Independent Shareholders at the EGM.

– 23 –

III. EXTENSION OF THE MATURITY DATE OF THE 2022 CONVERTIBLE BONDS

Background

Amendment Deed

Conditions precedent of the Amendment Deed

The Amendment Deed will only become effective upon all the following conditions having been fulfilled:

(i) the Stock Exchange having approved the 2022 CB Extension as contemplated by this Deed;
(ii) the GEM Listing Committee of the Stock Exchange granting the listing of and permission to deal in the 2022 CB Conversion Shares to be allotted and issued upon exercise of the conversion rights attached to the 2022 Convertible Bonds as amended and supplemented by the Amendment Deed;
(iii) the passing by the Independent Shareholders of relevant resolution(s) at the EGM in compliance with the requirements of the GEM Listing Rules approving the Amendment Deed and the transactions contemplated hereunder and the Specific Mandate C;

– 24 –

(iv) all necessary consents and approvals required to be obtained on the part of the Company in respect of the Amendment Deed and the transactions contemplated hereunder having been obtained;
(v) all necessary consents and approvals required to be obtained on the part of the 2022 CB Holder in respect of the Amendment Deed and the transactions contemplated hereunder having been obtained;
(vi) the 2023 CB Subscription Agreement having become unconditional (save for the condition of the Amendment Deed becoming unconditional); and
(vii) the Share Subscription Agreement having become unconditional (save for the condition of the Amendment Deed becoming unconditional).

The Share Subscription Agreement, the 2023 CB Subscription Agreement and the Amendment Deed are inter-conditional. In the event that the conditions of the 2022 CB Extension are not fulfilled on or before 31 August 2023 or such other date as may be agreed between the parties to the Amendment Deed, the Amendment Deed shall cease and terminate and neither the Company nor the 2022 CB Holder shall have any obligations and liabilities under the Amendment Deed.

Principal terms of the 2022 Convertible Bonds immediately after the 2022 CB Extension

All the terms of the 2022 Convertible Bonds shall remain unchanged and same as those of the 2022 Convertible Bonds and in full force save as revised by the 2022 CB Extension. The principal terms of the 2022 Convertible Bonds as disclosed in the announcements of the Company dated 14 November 2022 and the circular of the Company dated 8 December 2022 are summarised below (with only the initial maturity date of 2022 Convertible Bonds (i.e. 12 August 2024) revised to the 2022 CB Extended Maturity Date).

Issuer : The Company 2022 CB Holder : Team Sunny Principal amount : HK$91,000,000 Conversion price : The initial 2022 CB Conversion Price is HK$0.186 per 2022 CB Conversion Share (subject to adjustments)

– 25 –

The initial 2022 CB Conversion Price is subject to customary anti-dilution adjustment(s) contained in the terms of the 2022 Convertible Bonds upon the occurrence of, among other things, (a) consolidation or sub-division of Shares; (b) capitalization of profits or reserves; (c) capital distribution; (d) issue of Shares for subscription by way of rights; (e) (aa) issue of convertible or exchangeable securities; (bb) modification of rights of convertible or exchangeable securities; (f) issue of Shares being made wholly for cash at a price less than 80% of the market price per Share; and (g) issue Shares for acquisition of asset at a price less than 80% of the market price per Shares
Interest rate : Zero coupon
Conversion shares : Based on the principal amount of the 2022 Convertible Bonds of HK$91,000,000, the 2022 Convertible Bonds is convertible into 489,247,311 2022 CB Conversion Shares at the initial 2022 CB Conversion Price of HK$0.186 (subject to adjustments)
Conversion : The period commencing from the issue date of the 2022 period Convertible Bonds up to 4: 00 p.m. (Hong Kong time) on the day immediately prior to and exclusive of the 2022 CB Extended Maturity Date (as defined below)
Early redemption : The Company shall be entitled at its sole discretion, by at the option of giving not less than seven (7) days’ notice to the holder of the Company the 2022 Convertible Bonds, propose to the holder to redeem the outstanding 2022 Convertible Bonds (in multiples of HK$500,000 or such lesser amount as may represent the entire principal amount thereof) an amount equivalent to 100% of the principal amount of such outstanding 2022 Convertible Bonds at any time after the date of issue of the 2022 Convertible Bonds up to and including the date falling seven (7) days immediately before the maturity date of the 2022 Convertible Bonds.
Maturity date : The date falling on the second (2nd) anniversary of the 2023 CB Issue Date (being the ‘‘2022 CB Extended Maturity Date’’)

– 26 –

Voting rights : The holder(s) of the 2022 Convertible Bonds shall not have any right to attend or vote in any general meeting of the Company
Transferability : Subject to compliance with the GEM Listing Rules, the 2022 Convertible Bonds may be transferred or assigned in whole or in part in integral multiples of HK$500,000 by the holder(s) of the 2022 Convertible Bonds to any party, save and except that the 2022 Convertible Bonds shall not be transferred to a connected person of the Company unless with the prior written consent of the Company
Listing : No application will be made by the Company for the listing of the 2022 Convertible Bonds on the Stock Exchange. 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 2022 CB Conversion Shares

– 27 –

EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company (i) as at the date of this announcement; (ii) immediately upon allotment and issue of the Subscription Shares; (iii) immediately upon allotment and issue of the Subscription Shares and full conversion of the 2023 Convertible Bonds at the initial 2023 CB Conversion Price (assuming that there are no other changes to the shareholding structure of the Company from the date of this announcement up to the full conversion of the 2023 Convertible Bonds); and (iv) immediately upon allotment and issue of the Subscription Shares and full conversion of both 2023 Convertible Bonds at the initial 2023 CB Conversion Price and 2022 Convertible Bonds at the initial 2022 CB Conversion Price (assuming that there are no other changes to the shareholding structure of the Company from the date of this announcement up to the full conversion of the 2023 Convertible Bonds and the 2022 Convertible Bonds) are as follows:

The Subscriber (Note 1) Ms. Tsang Kwai Ping (Note 2) Mr. Ann, Yu Chiu Andy (Note 3) Other public Shareholders Total	(i) as at the announ No. of Shares 136,755,500 900,000 19,999,999 409,073,447 566,728,946	date of this cement Approx % 24.13 0.16 3.52 72.18 100.00	(ii) immediately upon allotment and issue of the Subscription Shares No. of Shares Approx % 174,422,166 28.86 900,000 0.15 19,999,999 3.31 409,073,447 67.68 604,395,612 100.00	(iii) immediately upon allotment and issue of the Subscription Shares and full conversion of the 2023 Convertible Bonds at the initial 2023 CB Conversion Price No. of Shares Approx % 267,014,758 38.31 900,000 0.13 19,999,999 2.87 409,073,447 58.69 696,988,204 100.00	(iv) immediately upon allotment and issue of the Subscription Shares and full conversion of the 2023 Convertible Bonds at the initial 2023 CB Conversion Price and the 2022 Convertible Bonds at the initial 2022 CB Conversion Price No. of Shares Approx % 756,262,069 63.75 900,000 0.08 19,999,999 1.68 409,073,447 34.49 1,186,235,515 100.00	(iv) immediately upon allotment and issue of the Subscription Shares and full conversion of the 2023 Convertible Bonds at the initial 2023 CB Conversion Price and the 2022 Convertible Bonds at the initial 2022 CB Conversion Price No. of Shares Approx % 756,262,069 63.75 900,000 0.08 19,999,999 1.68 409,073,447 34.49 1,186,235,515 100.00
						100.00

Notes:

As at the date of this announcement, the Subscriber, being Team Sunny is owned as to 100% by Mr. Wong, the Chairman, an executive Director and the chief executive officer of the Company, whose is deemed to be interested in 136,755,500 Shares held by Team Sunny pursuant to the Part XV of the SFO.
Ms. Tsang Kwai Ping is an executive Director and personally interested in 900,000 Shares as at the date of this announcement.
Mr. Ann, Yu Chiu Andy is the director of NOIZChain Limited (a wholly-owned subsidiary of the Company) and personally interested in 19,999,999 Shares as at the date of this announcement.
The shareholding structure is prepared for illustrative purpose only. There is no right for Team Sunny to convert any principal amount of the 2023 Convertible Bonds and/or 2022 Convertible Bonds held by Team Sunny, and the Company shall not issue any 2023 CB Conversion Shares and/or 2022 CB Conversion Shares thereof if, upon such conversion and issue of the 2023 CB Conversion Shares and/or 2022 CB Conversion Shares, the Company will be in breach of the minimum public float requirement as stipulated under the Rule 11.23 of the GEM Listing Rules.

– 28 –

Certain percentage figures included in the above tables have been subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them.

FUND RAISING DURING THE PAST TWELVE MONTHS

				Actual use of the
			Proposed use of the	net proceeds as of
Date of announcement/circular	Fund raising activities	Net proceeds	net proceeds	31 December 2022
14 November 2022 and	Issue of the zero	No net proceeds were	The proceeds were	Fully applied in
8 December 2022	coupon convertible	received by the	used to set off the	accordance with the
	bonds due on 12	Company	outstanding	proposed use of
	August 2024 in the		principal amounts	proceeds
	principal amount of		of the then existing
	HK$91 million		convertible bonds
			of the Company

Save as disclosed above, the Company has not conducted any equity fund raising activity in the past twelve months before the date of this announcement.

INFORMATION ON THE GROUP

The Company is an investment holding company. As at the date of this announcement, the Group is principally engaged in (i) financial services business including securities brokerage services, provision of corporate finance advisory services, asset management business and money lending services; (ii) corporate consulting business including company secretarial services, accounting and financial reporting services and management consulting services; and (iii) digital platform business that leverages blockchain, artificial intelligence, and immersive interaction technologies to create value and protection to individuals, creators, artists, businesses and brand owners.

INFORMATION ON TEAM SUNNY

Team Sunny, being the Subscriber and the 2022 CB Holder, which is wholly and ultimately owned by Mr. Wong, being the Chairman, an executive Director and the chief executive officer of the Company, and holds 136,755,500 Shares, representing approximately 24.13% of the issued share capital of the Company as at the date of this announcement, is a connected person of the Company under Chapter 20 of the GEM Listing Rules.

As at the date of this announcement, Team Sunny is the holder of the 2008 Convertible Bonds and the 2022 Convertible Bonds. Team Sunny is principally engaged in investment holdings.

– 29 –

REASONS AND BENEFITS FOR THE SHARE SUBSCRIPTION, THE 2023 CB SUBSCRIPTION AND THE 2022 CB EXTENSION

The 2008 Convertible Bonds with an aggregate amount of HK$14,068,000 will mature in August 2023. Following the Group’s commencement of the digital platform business in second half of 2022 and entertainment business in early 2023, the Group has been rebranding and transforming into the business area harnessing blockchain, artificial intelligence, and immersive interaction technologies to create value and protection to individuals, creators, artists and brand owners. The Directors consider that the Group should maintain sufficient funds for this development in the coming future. Furthermore, it is impracticable to secure third party financing with favorable terms to the Company to settle the 2008 Convertible Bands before maturity. The Company, therefore, has decided to negotiate with the Subscriber on the proposed settlement plan of the 2008 Convertible Bonds.

In light of the current market circumstances, it was understood that the Subscriber has no intention to exercise the conversion rights attached to the 2008 Convertible Bonds the Subscriber held, taking into account of that the prevailing conversion price of the 2008 Convertible Bonds of HK$0.9 per Share is significantly higher than the current market price per Share. As a result of the negotiations, the Company and the Subscriber agreed to settle the Share Offset Amount by Share Subscription and the CB Offset Amount by 2023 CB Subscription. The Company considers that the entering into of the Share Subscription Agreement and the 2023 CB Subscription Agreement would be an effective way to immediately reduce the indebtedness of the Group by HK$4,068,000, settle the outstanding amount of the 2008 Convertible Bonds and lowering of the conversion price would provide incentive for the Subscriber to convert the 2023 Convertible Bonds into Shares.

No net proceeds will be received by the Company from the Share Subscription and 2023 CB Subscription. The outstanding principal amount of the 2008 Convertible Bonds of HK$14,068,000 held by the Subscriber will be fully set off through the issuance of the Subscription Shares and 2023 Convertible Bonds at Completion. Accordingly, no immediate cash outflow will be incurred in the settlement of the principal amount of the 2008 Convertible Bonds held by the Subscriber. As such, it provides more flexibility to the Company in its future cash management in business development.

As to the 2022 CB Extension, the 2022 Convertible Bonds with an outstanding principal amount of HK$91,000,000 are scheduled to mature in August 2024. Having considered the future capital requirements for the business investments and development of the Group, the Company believes the 2022 CB Extension will enable the Group to postpone a substantial cash outflow, which would otherwise strain its financial resources. In addition, the 2022 CB Extension will provide the Group with more time to improve its business and financial performance, allowing the Group to capture the business opportunities.

– 30 –

Hence, the Directors (excluding the members of the Independent Board Committee whose views are to be included in the circular to be despatched by the Company, after being advised by the Independent Financial Adviser) consider that the terms and conditions of the Share Subscription Agreement, the 2023 CB Subscription Agreement and the Amendment Deed are fair and reasonable based on the current market conditions and business development of the Company, and are on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

GEM LISTING RULES IMPLICATIONS

– 31 –

GENERAL

A circular containing, among others, (i) further details of the Share Subscription Agreement, the 2023 CB Subscription Agreement, the Amendment Deed and the transactions contemplated respectively thereunder; (ii) a recommendation from the Independent Board Committee to the Independent Shareholders in relation the Share Subscription Agreement, the 2023 CB Subscription Agreement and the Amendment Deed and the transactions contemplated respectively thereunder; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Share Subscription, the 2023 CB Subscription Agreement and the Amendment Deed and the transactions contemplated respectively thereunder; and (iv) a notice convening the EGM will be despatched by the Company to the Shareholders on or before 4 August 2023 so as to allow sufficient time for preparation of the relevant information for inclusion in the circular.

– 32 –

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning:

‘‘2008 Convertible the zero coupon convertible bonds due on 12 August 2023 issued Bonds’’ by the Company on 12 August 2008 with an outstanding principal amount of HK$14,068,000 as at the date of this announcement
‘‘2022 CB Conversion the conversion price of HK$0.186 per 2022 CB Conversion Share Price’’ (subject to adjustments)
‘‘2022 CB Conversion the Shares to be issued and allotted upon conversion of the 2022 Share(s)’’ Convertible Bonds as set out in the principal terms of the 2022 Convertible Bonds (as amended and supplemented by the Amendment Deed) (subject to adjustments)
‘‘2022 CB Extension’’ the proposed extension of the maturity date of the 2022 Convertible Bonds from 12 August 2024 to the 2022 CB Extended Maturity Date
‘‘2022 CB Holder’’ the holder of the 2022 Convertible Bonds
‘‘2022 Convertible the zero coupon convertible bonds due on 12 August 2024 issued Bonds’’ by the Company to Team Sunny on 28 December 2022 with an outstanding principal amount of HK$91,000,000 as at the date of this announcement
‘‘2023 CB Conversion the conversion price of HK$0.108 per 2023 CB Conversion Share Price’’ (subject to adjustments)
‘‘2023 CB Conversion the Shares to be issued and allotted upon conversion of the 2023 Share(s)’’ Convertible Bonds as set out in the principal terms of the 2023 Convertible Bonds (subject to adjustments)
‘‘2023 CB Issue Date’’ the issue date of the 2023 Convertible Bonds
‘‘2023 CB the subscription of 2023 Convertible Bonds by the Subscriber Subscription’’ contemplated under the 2023 CB Subscription Agreement
‘‘2023 CB the conditional subscription agreement dated 14 July 2023 and Subscription entered into between the Company as issuer and the Subscriber Agreement’’ in relation to the subscription of the 2023 Convertible Bonds

– 33 –

‘‘2023 CB Subscription Completion’’
the completion of the 2023 CB Subscription
‘‘2023 Convertible the zero coupon convertible bonds due on the date falling on the Bonds’’ second (2nd) anniversary of the 2023 CB Issue Date in the principal amount of HK$10,000,000 to be issued by the Company to the Subscriber in accordance with the terms of the 2023 CB Subscription Agreement
‘‘Amendment Deed’’ the conditional deed of amendment entered into by the Company and the 2022 CB Holder on 14 July 2023 in respect of the 2022 CB Extension
‘‘associate(s)’’ has the meaning ascribed thereto under the GEM Listing Rules
‘‘Board’’ board of Directors from time to time
‘‘Business Day(s)’’ a day on which licensed banks in Hong Kong are generally open for business, other than a Saturday or a Sunday or a day on which ‘‘extreme conditions’’ announced by the Government of Hong Kong or a black rainstorm warning or tropical cyclone warning signal number 8 or above is issued in Hong Kong at any time between 9: 00 a.m. and 12: 00 noon and is not cancelled at or before 12: 00 noon
‘‘CB Offset Amount’’ part of the outstanding principal amount of the 2008 Convertible Bonds, being HK$10,000,000
‘‘Company’’ NOIZ Group Limited, formerly known as ‘‘Merdeka Financial Group Limited’’, being a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM (stock code: 8163)
‘‘Completion’’ completion of the Share Subscription, the 2023 CB Subscription and the 2022 CB Extension
‘‘connected has the meaning ascribed to it under the GEM Listing Rules person(s)’’
‘‘Director(s)’’ director(s) of the Company from time to time

– 34 –

‘‘EGM’’

the extraordinary general meeting of the Company to be convened and held to consider and approve, among others, the Share Subscription Agreement, the 2023 CB Subscription Agreement and the Amendment Deed and the transaction contemplated respectively thereunder, including but not limited to, the grant of the Specific Mandates for the allotment and issue of the Subscription Shares, the 2023 CB Conversion Shares and the 2022 CB Conversion Shares

‘‘GEM’’

GEM of the Stock Exchange

‘‘GEM Listing has the meaning ascribed to it in the GEM Listing Rules Committee’’
‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on GEM of the Stock Exchange
‘‘Group’’ the Company and its subsidiaries (from time to time)
‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

‘‘Hong Kong’’ Hong Kong Special Administrative Region of the PRC

‘‘Independent Board an independent board committee comprising the independent Committee’’ non-executive Directors to advise the Independent Shareholders as to the fairness and reasonableness of the Share Subscription Agreement, the 2023 CB Subscription Agreement, the Amendment Deed and the transactions contemplated respectively thereunder, including but not limited to, the grant of the Specific Mandates for the allotment and issue of the Subscription Shares, the 2023 CB Conversion Shares and the 2022 CB Conversion Shares

‘‘Independent Alpha Financial Group Limited, a licensed corporation to carry Financial Adviser’’ out type 1 (dealing in securities) and type 6 (advising on or ‘‘Alpha corporate finance) regulated activities under the SFO and the Financial’’ independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders as to the fairness and reasonableness of the Share Subscription Agreement, the 2023 CB Subscription Agreement, the Amendment Deed and the transactions contemplated respectively thereunder

– 35 –

‘‘Independent the Shareholders not required under the GEM Listing Rules to Shareholders’’ abstain from voting on the resolution(s) approving the Share Subscription Agreement, the 2023 CB Subscription Agreement and the Amendment Deed and the transactions contemplated respectively thereunder, including but not limited to, the grant of the Specific Mandates for the allotment and issue of the Subscription Shares, the 2023 CB Conversion Shares and the 2022 CB Conversion Shares
‘‘Independent Third third party(ies) independent of and not connected (as defined Party(ies)’’ under the GEM Listing Rules) with the Company and connected person(s) of the Company
‘‘Mr. Wong’’ Mr. Wong Hin Shek
‘‘PRC’’ the People’s Republic of China which, and for the sole purpose of this announcement, shall exclude Hong Kong, the Macau Special Administrative Region and Taiwan
‘‘SFO’’ The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
‘‘Share Offset part of the outstanding principal amount of the 2008 Convertible Amount’’ Bonds, being HK$4,068,000
‘‘Share Subscription’’ the capitalisation of the Share Offset Amount by issuing and allotting to the Subscriber the Subscription Shares subject to the terms and conditions of the Share Subscription Agreement
‘‘Share Subscription the conditional subscription agreement entered into between the Agreement’’ Company as issuer and the Subscriber in relation to the Share Subscription
‘‘Share Subscription completion of the Share Subscription Completion’’
‘‘Share Subscription HK$0.108 per Subscription Share Price’’
‘‘Share(s)’’ ordinary share(s) of HK$0.10 each in the share capital of the Company
‘‘Shareholder(s)’’ holder(s) of the issued Shares
‘‘Specific Mandate A’’ specific mandate to be granted by the Independent Shareholders at the EGM to allot and issue of the Subscription Shares

– 36 –

‘‘Specific Mandate B’’ specific mandate to be granted by the Independent Shareholders at the EGM to be allot and issue of the 2023 CB Conversion Shares
‘‘Specific Mandate C’’ specific mandate to be granted by the Independent Shareholders at the EGM to be allot and issue of the 2022 CB Conversion Shares
‘‘Specific Mandates’’ collectively, Specific Mandate A, Specific Mandate B and Specific Mandate C
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited
‘‘Subscriber’’ Team Sunny, being (i) the subscriber of the Subscription Shares and the 2023 Convertible Bonds; and (ii) the 2022 CB Holder
‘‘Subscription 37,666,666 new Shares to be subscribed by the Subscriber under Share(s)’’ Specific Mandate A pursuant to the terms and conditions under the Share Subscription Agreement
‘‘Takeovers Code’’ The Hong Kong Code on Takeovers and Mergers (as amended and supplemented from time to time)
‘‘Team Sunny’’ Team Sunny International Holdings Limited, a company incorporated in the British Virgin Islands, which is the legal and beneficial owner of 136,755,500 Shares as at the date of this announcement, and is wholly owned by Mr. Wong
‘‘%’’ per cent

By order of the Board

NOIZ GROUP LIMITED Wong Hin Shek Chairman and Chief Executive Officer

Hong Kong, 14 July 2023

As at the date of this announcement, the executive Directors are Mr. Wong Hin Shek (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

– 37 –

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 Stock Exchange’s website at http://www.hkexnews.hk 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 www.noiz-group.com.

– 38 –

AI assistant

NOIZ Group Ltd. — Capital/Financing Update 2023

51306_rns_2023-07-14_22ecaa44-d50f-45f8-afcf-a3b85a207cce.pdf

NOIZ GROUP LIMITED 聲揚集團有限公司

CONNECTED TRANSACTIONS IN RELATION TO

(1) PROPOSED SHARE SUBSCRIPTION UNDER SPECIFIC MANDATE A;

(2) PROPOSED ISSUE OF 2023 CONVERTIBLE BONDS UNDER SPECIFIC MANDATE B; AND

I. THE SHARE SUBSCRIPTION

II. PROPOSED ISSUE OF 2023 CONVERTIBLE BONDS UNDER SPECIFIC MANDATE B

III. EXTENSION OF THE MATURITY DATE OF THE 2022 CONVERTIBLE BONDS

Background

Amendment Deed

GEM LISTING RULES IMPLICATIONS

GENERAL

BACKGROUND

I. THE SHARE SUBSCRIPTION

The Share Subscription Agreement

Subscription Shares

Share Subscription Price

Specific Mandate A

Ranking of the Subscription Shares

Conditions precedent of the Share Subscription Agreement

Completion

Application for listing

The 2023 CB Subscription Agreement

Conditions precedent of the 2023 CB Subscription Agreement

Completion

Principal terms of the 2023 Convertible Bonds

(a) Consolidation or sub-division of the Shares

(b) Capitalisation of profits or reserves

(c) Capital distribution

(d) Issue of Shares for subscription by way of rights

(e) (aa) Issue of convertible or exchangeable securities

(bb) Modification of rights of convertible or exchangeable securities

2023 CB Conversion Price

Specific Mandate B

III. EXTENSION OF THE MATURITY DATE OF THE 2022 CONVERTIBLE BONDS

Background

Amendment Deed

Conditions precedent of the Amendment Deed

Principal terms of the 2022 Convertible Bonds immediately after the 2022 CB Extension

EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

FUND RAISING DURING THE PAST TWELVE MONTHS

INFORMATION ON THE GROUP

INFORMATION ON TEAM SUNNY

REASONS AND BENEFITS FOR THE SHARE SUBSCRIPTION, THE 2023 CB SUBSCRIPTION AND THE 2022 CB EXTENSION

GEM LISTING RULES IMPLICATIONS

GENERAL

DEFINITIONS

By order of the Board

NOIZ GROUP LIMITED Wong Hin Shek Chairman and Chief Executive Officer

Hong Kong, 14 July 2023

More from NOIZ Group Ltd.

NOIZ Group Ltd. Capital/Financing Update 2023