NOIZ Group Ltd. — M&A Activity 2025

May 30, 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.

NOIZ GROUP LIMITED

聲揚集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8163)

EXTENSION OF LONG STOP DATE OF

(1) DISCLOSABLE TRANSACTION IN RELATION TO THE ACQUISITION OF THE WEB 3.0 SOCIAL PLATFORM; AND
(2) THE SUBSCRIPTION AGREEMENT

Financial adviser to the Company

MERDEKA 續寫

Reference is made to the announcement of NOIZ Group Limited (the "Company") dated 28 April 2025, in relation to, amongst other things, the Asset Purchase Agreement and the Subscription Agreement (the "Announcement"). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

As additional time is required for the fulfilment of all the conditions precedent to the Asset Purchase Agreement and the Subscription Agreement, on 30 May 2025, each of (i) the Purchaser and Vendor; and (ii) the Company and the Vendor entered into extension letters, pursuant to which (i) the Purchaser and the Vendor agreed to extend the Acquisition Long Stop Date from 30 May 2025 to 20 June 2025 (or such other time and date as the parties may agree in writing); and (ii) the Company and the Vendor agreed extend the Subscription Long Stop Date from 30 May 2025 to 20 June 2025 (or such other time and date as the parties may agree in writing).

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Save as disclosed above, there is no other change to each of the Asset Purchase Agreement and the Subscription Agreement, and all other terms and conditions of each of the Asset Purchase Agreement and the Subscription Agreement shall remain in full force and effect.

By order of the Board

NOIZ GROUP LIMITED

Wong Hin Shek

Chairman and Chief Executive Officer

Hong Kong, 30 May 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.

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.

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