NOIZ Group Ltd. — M&A Activity 2025

Jun 25, 2025

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.

NOIZ GROUP LIMITED

聲揚集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8163)

COMPLETION OF

(1) DISCLOSABLE TRANSACTION IN RELATION TO THE ACQUISITION OF THE WEB 3.0 SOCIAL PLATFORM INVOLVING THE ISSUE OF CONSIDERATION SHARES UNDER GENERAL MANDATE; AND

(2) SUBSCRIPTION OF SHARES UNDER GENERAL MANDATE

Financial adviser to the Company

MERDEKA趙幢

References are made to the announcements of NOIZ Group Limited (the "Company") dated (i) 28 April 2025, in relation to, amongst other things, the Asset Purchase Agreement and the Subscription Agreement (the "Announcement"); (ii) 30 May 2025, in relation to the extension of long stop dates of the Asset Purchase Agreement and the Subscription Agreement; and (iii) 17 June 2025, in relation to the supplemental information of the Acquisition. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

The Board is pleased to announce that all conditions precedent for (i) the Acquisition under the Asset Purchase Agreement; and (ii) the Subscription under the Subscription Agreement have been fulfilled and the completion of the Acquisition and Subscription took place on 25 June 2025. The Company allotted and issued 90,000,000 Consideration Shares and 30,860,000 Subscription Shares to the Vendor in accordance with the terms of the Asset Purchase Agreement and Subscription Agreement. Following the Acquisition Completion, the Target Asset, representing all the App and Intellectual Property Rights of LOOP Space is held by the Group and the aggregate net proceeds of the Subscription of approximately HK$2,986,000 will be utilized for working capital for the operation of LOOP Space.

• 1 -

---

EFFECTS ON SHAREHOLDING STRUCTURE

The table below sets out the shareholding structure of the Company immediately before and upon the Acquisition Completion and Subscription Completion:

Shareholder	(i) Immediately before the Acquisition Completion and Subscription Completion		(ii) Immediately after the Acquisition Completion and Subscription Completion
	Number of Shares	Approximate %	Number of Shares	Approximate %
Team Sunny International Holdings Limited (Note)	174,421,666	28.86	174,421,666	24.05
Vendor	-	-	120,860,000	16.67
Public Shareholders	429,973,946	71.14	429,973,946	59.28
Total	604,395,612	100	725,255,612	100

Note: Team Sunny International Holdings Limited is owned as to 100% by Mr. Wong Hin Shek, the Chairman, an executive Director and the Chief Executive Officer of the Company, who is deemed to be interested in 174,421,666 Shares pursuant to Part XV of the SFO.

BUSINESS DEVELOPMENT OF LOOP SPACE

LOOP Space, integrates blockchain industry communities, digital gifting, 3D audio-visual social participation and AI-based systems, and offers a next-generation community experience through features similar to X App, Discord groups and Douyin.

As at the date of this announcement, the registered user base and overall market exposure of LOOP Space have increased significantly following the successful livestream coverage of TOKEN2049 Dubai (a landmark event in the global crypto landscape held from April 30 to May 1, 2025, drawing over 15,000 attendees from more than 160 countries). In addition, LOOP Space conducted a broadcasting session at the Bitcoin Conference 2025 held in Las Vegas in late May 2025, further strengthening its global outreach and brand awareness among the international crypto community. As at the date of this announcement, LOOP Space has over 280,000 registered users, with its user base now extending to include coverage in Vietnam with approximately 15,000 registered users and Indonesia with approximately 8,000 registered users, respectively.

---

With a rapidly growing registered user base across multiple regions, LOOP Space is well-positioned to commence commercialisation and generate revenue from its expanding community ecosystem. Leveraging its increasing market exposure and platform engagement, LOOP Space's revenue model is centered around four primary income streams: – (1) Advertising Fees from Project Owners/Individual Users; (2) Commission on Virtual Gifting; (3) Developer Ecosystem and Events; and (4) Revenue from sales of LOOP Token.

LOOP Space has also outlined a comprehensive functional development roadmap to support international expansion and long-term platform scalability. These initiatives include:

1. AI-Driven Multilingual Access: Implementing real-time AI translation and language processing capabilities to support cross-border user interaction and community inclusivity across major regional markets.
2. Cross-Platform Integration and Media Outreach: Expanding distribution by syndicating LOOP Space content across other major platforms (e.g. YouTube, X/Twitter, and Discord) to increase visibility and attract diversified user segments.
3. Open-Source Accessibility and AI Integration: Opening selected platform features to external developers via application programming interface (APIs) and software development kits (SDKs), while embedding AI tools to optimize content recommendations, moderation, and real-time engagement.
4. Strategic Partnerships with Crypto Exchanges: Collaborating with established digital asset exchanges to host co-branded events, increase token utility, and onboard crypto-native communities into the LOOP Space ecosystem.

These functional enhancements are intended to support LOOP Space's positioning as a next generation Web 3.0 social platform and create sustained value across user, developer, and institutional layers.

By order of the Board

NOIZ GROUP LIMITED

Wong Hin Shek

Chairman and Chief Executive Officer

Hong Kong, 25 June 2025

As at the date of this announcement, the executive Director is Mr. Wong Hin Shek (Chairman and Chief Executive Officer); and the independent non-executive Directors are Ms. Ng Ka Sim, Casina, Mr. Wong Wing Kit and Ms. Yeung Mo Sheung, Ann.

• 3 -

---

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited 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 "Latest Listed Company Information" page of the Stock Exchange's website at www.hkexnews.hk for at least seven days from the date of its publication and on the Company's website at www.noiz-group.com.

– 4 –