NOIZ Group Ltd. — M&A Activity 2020

Sep 21, 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.

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)

EXTENSION OF THE LONG STOP DATE IN RESPECT OF THE MEMORANDUM OF UNDERSTANDING IN RELATION TO THE POSSIBLE ACQUISITION IN THE DIGITAL INSURANCE AND RELATED BUSINESS

This announcement is made by Merdeka Financial Group Limited (the ‘‘Company’’) on a voluntary basis.

Reference is made to the announcement of the Company dated 20 March 2020 in relation to the proposed acquisition of certain shares of YAS Digital Limited (the ‘‘Announcement’’). Terms defined in the Announcement shall have the same meaning when used herein unless otherwise specified.

As disclosed in the Announcement, the Vendors and the Purchaser shall negotiate in good faith towards one another in ensuring that the Sale and Purchase Agreement be entered into as soon as possible and in any event within six (6) months from the date of the MOU (or such later date as by the parties thereto may agree in writing) (the ‘‘Negotiation Period’’).

Given that additional time is required for further negotiation of the Sale and Purchase Agreement, the Vendors and the Purchaser entered into an extension letter to extend the Negotiation Period from six (6) months to nine (9) months from the date of the MOU (or such later date as the Vendors and the Purchaser may agree). Save as disclosed above, all material terms and conditions of the MOU remain unchanged and continue in full force and effect in all respects.

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The Board wishes to emphasise that the Possible Acquisition may or may not proceed and that the Purchaser has not entered into any binding agreement in relation to the Possible Acquisition as at the date of this announcement.

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

Chairman and Chief Executive Officer

Hong Kong, 21 September 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 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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