NOIZ Group Ltd. — Proxy Solicitation & Information Statement 2021

May 20, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Merdeka Financial Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for onward transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

This circular, for which the directors of the Company 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 circular 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 circular misleading.

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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)

PROPOSALS FOR

(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of Merdeka Financial Group Limited to be held at Room 1108, 11/F, Wing On Centre, 111 Connaught Road Central, Central, Hong Kong on Monday, 28 June 2021 at 11: 00 a.m. is set out on pages 16 to 20 of this circular.

A form of proxy for the AGM is enclosed with this circular. Whether or not you intend to attend and vote at the AGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as practicable and in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Such form of proxy for the AGM is also published on the websites of the GEM (http://www.hkgem.com) and the Company (http://www.merdeka.com.hk). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish.

This circular 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 will be published and remains on the website of the Company at http://www.merdeka.com.hk.

PRECAUTIONARY MEASURES FOR THE AGM

To safeguard the health and safety of the attendees who will attend the AGM and to prevent the spreading of the coronavirus (COVID-19) pandemic, the Company will implement precautionary measures at the AGM, including, among others:

• . compulsory body temperature checks and health declarations;

• . compulsory wearing of surgical face masks during the attendance at the AGM; and

• . no provision of refreshments and corporate gifts.

The Company reserves the right to deny entry into or require any person to leave the AGM venue if such person: (i) refuses to comply with any of the above precautionary measures; (ii) is having a body temperature of over 37.3 degree Celsius; and/or (iii) has any flu-like symptoms. For the health and safety of Shareholders, the Company would like to encourage Shareholders to appoint the chairman of the AGM as their proxy to vote on the proposed resolutions at the AGM, instead of attending the AGM in person.

21 May 2021

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

– i –

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II — DETAILS OF DIRECTORS TO BE RE-ELECTED . . . . . . . . . . .	12
NOTICE OF THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

– ii –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• ‘‘2008 Convertible the zero coupon convertible bonds due 2023 issued by the Bonds’’ Company on 12 August 2008 and as amended from time to time. These bonds are interest-free and convertible into Shares at the conversion price of HK$0.110 per Share (subject to adjustment in accordance with the terms and conditions of the 2008 convertible bonds);

• ‘‘AGM’’ the annual general meeting of the Company to be convened and held at Room 1108, 11/F, Wing On Centre, 111 Connaught Road Central, Central, Hong Kong on Monday, 28 June 2021 at 11: 00 a.m. or any adjournment thereof (as the case may be);

• ‘‘Articles’’ the articles of association of the Company as amended, supplemented or modified from time to time;

• ‘‘associate(s)’’ has the same meaning as ascribed to it under the GEM Listing Rules;

• ‘‘Board’’ the board of the Directors; ‘‘Company’’ Merdeka Financial Group Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the GEM of the Stock Exchange (stock code: 8163);

• ‘‘Consolidated ordinary share(s) of HK$0.100 each in the issued and unissued Share(s)’’ share capital of the Company immediately after the Share Consolidation becoming effective;

• ‘‘Director(s)’’ the director(s) of the Company;

• ‘‘EGM’’ the extraordinary general meeting of the Company which is proposed to be convened to consider and approve, among other things, the Share Consolidation and the Rights Issue and the transactions contemplated thereunder as disclosed in the announcement of the Company dated 12 April 2021;

• ‘‘GEM’’ GEM operated by the Stock Exchange;

• ‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on GEM of the Stock Exchange;

• ‘‘Group’’ the Company and its subsidiaries;

– 1 –

DEFINITIONS

‘‘Hong Kong’’

the Hong Kong Special Administrative Region of the People’s Republic of China;

• ‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong;

• ‘‘Latest Practicable 14 May 2021, being the latest practicable date prior to the Date’’ printing of this circular for the purpose of ascertaining certain information contained in this circular;

• ‘‘Repurchase Mandate’’ a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all powers of the Company to repurchase Shares up to a maximum of 10% of the number of issued shares of the Company on the date of passing of the relevant resolution pursuant to and in accordance with the relevant resolution;

• ‘‘Repurchase the proposed ordinary resolution No. 5(B) set out in the notice of Resolution’’ the AGM contained in this circular in respect of the proposal to grant the Repurchase Mandate;

• ‘‘Rights Issue’’ the proposed issue of the Rights Shares on the basis of five (5) Rights Shares for every two (2) Consolidated Shares (subject to the passing of the resolution(s) by the Shareholders at the EGM). Details of which are set out in the Company’s announcement dated 12 April 2021;

• ‘‘Rights Share(s)’’ the new Share(s) to be allotted and issued pursuant to the Rights Issue;

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• ‘‘Share(s)’’ the existing ordinary share(s) of HK$0.01 each in the share capital of the Company and/or Consolidated Share(s), as the case maybe;

• ‘‘Share Consolidation’’ the consolidation of every ten (10) issued and unissued existing Shares of HK$0.01 each into one (1) Consolidated Share of HK$0.10 each (subject to the passing of the resolution(s) by the Shareholders at the EGM). Details of which are set out in the Company’s announcement dated 12 April 2021;

• ‘‘Share Issue Mandate’’ a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all power of the Company to allot, issue and otherwise deal with additional Shares up to a maximum of 20% of the number of issued Shares on the date of passing of the relevant resolution pursuant to and in accordance with the relevant resolution;

– 2 –

DEFINITIONS

• ‘‘Share Option(s)’’

• share options to subscribe for the Shares granted and to be granted under the Share Option Schemes;

• ‘‘Share Option Schemes’’

• the existing share option scheme adopted by the Company on 30 December 2020 and the old share option scheme adopted by the Company on 3 May 2012;

• ‘‘Shareholder(s)’’

• the holder(s) of the Share(s);

• ‘‘Stock Exchange’’

• The Stock Exchange of Hong Kong Limited;

• ‘‘substantial has the same meaning as ascribed to it under the GEM Listing shareholder(s)’’ Rules;

• ‘‘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 British Virgin Islands, which is the legal and beneficial owner of 390,730,000 Shares up to the Latest Practicable Date, is wholly-owned by Mr. Wong Hin Shek;

• ‘‘Team Sunny the convertible bonds in an aggregate principal amount of Convertible Bonds’’ HK$39,805,651 due 2023 issued by the Company on 21 May 2020 which is held by Team Sunny;

• ‘‘%’’

• per cent.

– 3 –

LETTER FROM THE BOARD

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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)

Executive Directors: Mr. Wong Hin Shek (Chairman and Chief Executive Officer) Mr. Cheung Wai Yin, Wilson Ms. Tsang Kwai Ping

Independent Non-executive Directors: Ms. Ng Ka Sim, Casina Mr. Wong Wing Kit Ms. Yeung Mo Sheung, Ann

Registered Office: Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head Office and Principal Place of Business in Hong Kong: Room 1108, 11/F, Wing On Centre 111 Connaught Road Central Central, Hong Kong

21 May 2021

• To the Shareholders and, for information only, the holders of the 2008 Convertible Bonds and Team Sunny Convertible Bonds,

Dear Sir or Madam,

PROPOSALS FOR

(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; AND

(3) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with, amongst other things, the relevant information regarding and to seek the approval of the Shareholders at the AGM for (i) the granting of the general mandate to issue Shares; (ii) the granting of the general mandate to repurchase Shares; (iii) the re-election of retiring Directors; and to give you the notice of the AGM.

– 4 –

LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES

Ordinary resolutions will be proposed at the AGM granting to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the number of issued Shares as at the date of passing of the resolution and allowing the addition to such general mandate so granted to the Directors any Shares repurchased by the Company pursuant to the Repurchase Mandate following the passing of the Repurchase Resolution.

The Share Issue Mandate

At the annual general meeting of the Company held on 29 June 2020, a general mandate was given by the Company to the Directors to allot, issue and deal with Shares. Such mandate will lapse at the conclusion of the AGM. It is therefore proposed to renew such general mandate at the AGM.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,385,243,595 Shares. Subject to the passing of the resolution to allot, issue and deal with Shares not exceeding 20% of the number of issued shares of the Company in accordance with resolution No. 5(A) set out in the notice of the AGM contained in this circular and on the basis that no further Shares are issued and no Shares are repurchased prior to the AGM, the Company will be allowed to issue a maximum of 277,048,719 Shares representing not more than 20% of the number of issued shares of the Company as at the date of passing of resolution No. 5(A) set out in the notice of the AGM.

Assuming the passing of the relevant resolution(s) at the EGM, the Share Consolidation becoming effective but before the completion of the Rights Issue and no further Shares are issued and no Shares are repurchased prior to the AGM, the issued share capital of the Company will become 138,524,359 Shares as at the date of the AGM. The passing of the resolution No. 5(A) set out in the notice of the AGM contained in this circular will allow the Company to issue a maximum of 27,704,871 Shares, representing not more than 20% of the number of issued shares of the Company as at the date of passing of the resolution No. 5(A) set out in the notice of the AGM.

The Repurchase Mandate

At the annual general meeting of the Company held on 29 June 2020, a general mandate was given by the Company to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the AGM. The Directors propose to seek Shareholders’ approval of the Repurchase Resolution to be proposed at the AGM.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,385,243,595 Shares. Subject to the passing of the Repurchase Mandate in accordance with resolution No. 5(B) set out in the notice of the AGM contained in this circular and on the basis that no further Shares are issued and no Shares are repurchased prior to the AGM, the Company will be allowed under the Repurchase Resolution to repurchase a maximum of 138,524,359 Shares representing not more than 10% of the number of issued shares of the Company as at the date of passing of the Repurchase Resolution.

– 5 –

LETTER FROM THE BOARD

Assuming the passing of the relevant resolution(s) at the EGM, the Share Consolidation becoming effective but before the completion of the Rights Issue and no further Shares are issued and no Shares are repurchased prior to the AGM, the issued share capital of the Company will become 138,524,359 Shares as at the date of the AGM. The passing of the resolution No. 5(B) set out in the notice of the AGM contained in this circular will allow the Company to repurchase a maximum of 13,852,435 Shares under the Repurchase Resolution, representing not more than 10% of the number of issued shares of the Company as at the date of passing of the Repurchase Resolution.

An explanatory statement as required under the GEM Listing Rules to provide the requisite information in respect of the Repurchase Mandate is set out in Appendix I to this circular.

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the executive Directors are Mr. Wong Hin Shek (‘‘Mr. Wong’’), Mr. Cheung Wai Yin, Wilson (‘‘Mr. Cheung’’) and Ms. Tsang Kwai Ping (‘‘Ms. Tsang’’), and the independent non-executive Directors are Ms. Ng Ka Sim, Casina, Mr. Wong Wing Kit and Ms. Yeung Mo Sheung, Ann.

Pursuant to Articles 86(2) and 86(3) of the Articles, Mr. Wong will retire at the AGM and being eligible, for re-election as well. Pursuant to Article 87 of the Articles, Mr. Cheung and Ms. Tsang will retire by rotation at the AGM and both retiring Directors are eligible and will offer themselves for re-election at the AGM. The re-election of each retiring Director will be subject to separate resolutions to be considered and if, thought fit, approved by Shareholders at the AGM.

The details and brief biography of each of Mr. Wong, Mr. Cheung and Ms. Tsang are set out in Appendix II to this circular.

THE AGM AND PROXY ARRANGEMENT

At the AGM, resolutions will be proposed to approve, among others, the grant of the Share Issue Mandate, the Repurchase Mandate and the re-election of the retiring Directors.

A notice convening the AGM is set out on pages 16 to 20 of this circular.

In accordance with the requirement under Rule 17.47(4) of the GEM Listing Rules, the votes for all resolutions by the Shareholders at the AGM must be taken by poll. The chairman of the AGM will therefore demand a poll at the beginning of the AGM on all of the resolutions put forward at the AGM pursuant to Article 66 of the Articles. The poll results of the AGM will be published on the websites of the GEM (http://www.hkgem.com) and the Company (http://www.merdeka.com.hk) after the AGM.

– 6 –

LETTER FROM THE BOARD

A form of proxy for use by the Shareholders at the AGM is enclosed with this circular. Whether or not you are able to attend and vote at the AGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable but in any event, not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Such form of proxy for use at the AGM is also published on the websites of the GEM (http://www.hkgem.com) and the Company (http://www.merdeka.com.hk). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM in person or any adjournment thereof (as the case may be) should you so wish.

To the best of the Directors’ knowledge, information and belief having all reasonable enquiries, no Shareholder has a material interest that is required to abstain from voting on any of the resolution to be proposed at the AGM.

RESPONSIBILITY STATEMENT

This circular, 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 circular 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 circular misleading.

RECOMMENDATION

The Directors consider that the granting of the Share Issue Mandate and the Repurchase Mandate and the re-election of retiring Directors are in the best interests of the Company and the Shareholders as a whole and therefore recommend all Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM in respect thereof.

Yours faithfully,

For and on behalf of the Board MERDEKA FINANCIAL GROUP LIMITED Wong Hin Shek Chairman and Chief Executive Officer

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APPENDIX I

EXPLANATORY STATEMENT

This Appendix serves as an explanatory statement, as required by the GEM Listing Rules, to provide the Shareholders with the requisite information to make an informed decision whether to vote for or against the Repurchase Resolution to approve the grant of the Repurchase Mandate to the Directors at the AGM.

1. SHARE CAPITAL

As at the Latest Practicable Date, there were 1,385,243,595 Shares in issue representing an issued share capital of approximately HK$13,852,436. As at the Latest Practicable Date, the 2008 Convertible Bonds with the principal amount of HK$69,068,000 were outstanding, which may be convertible into 627,890,909 Shares and the Team Sunny Convertible Bonds with the principal amount of HK$39,805,651 were outstanding, which may be convertible into 361,869,554 Shares (together with the 2008 Convertible Bonds, the ‘‘Convertible Bonds’’).

As at the Latest Practicable Date, the Company has 35,854 and 70,320,000 Share Options with the exercise price of HK$33.333 and HK$0.015 per Share respectively granted to the other eligible participants pursuant to which an aggregate of 70,355,854 Shares would be issued.

If the resolution no. 5(B) authorising the Directors to repurchase Shares is passed at the forthcoming AGM, and assuming that (i)(a) none of the outstanding Convertible Bonds is converted; (b) no Share Options is exercised; and (c) no further Shares is issued, allotted or repurchased by the Company prior to the date of passing the said resolution, based on the 1,385,243,595 Shares in issue as at the Latest Practicable Date, up to 138,524,359 Shares, representing 10% of the existing issued share capital of the Company may be repurchased by the Company; or (ii) relevant resolution(s) at the EGM are duly passed and (a) being effective of the Share Consolidation; (b) before the completion of the Rights Issue; (c) none of the outstanding 2008 Convertible Bonds and Team Sunny Convertible Bonds is converted; (d) no Share Options is exercised; and (e) no further Shares is issued, allotted or repurchased by the Company prior to the date of passing the said resolution at the AGM, based on the 138,524,359 Shares in issue upon the completion of the Share Consolidation, up to 13,852,435 Shares, representing 10% of the issued share capital of the Company may be repurchased by the Company during the period from the date of passing the resolution no. 5(B) and ending on either the date of the next annual general meeting of the Company, the date by which the next annual general meeting of the Company is required to be held by the Articles or applicable laws of the Cayman Islands or the date upon which the resolution no. 5(B) is revoked or varied by the Shareholders at a general meeting of the Company (whichever is the earliest).

2. REASONS FOR REPURCHASE OF SHARES

The Directors believe that it is in the interests of the Company and the Shareholders for the Directors to have a general authority from the Shareholders to enable the Company to repurchase Shares in the market at any appropriate time. Such repurchase may, depending on market conditions and funding arrangements at that time, lead to enhancement of the net assets value of the Company and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

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APPENDIX I

EXPLANATORY STATEMENT

3. FUNDING OF REPURCHASE OF SHARES

Repurchases must be funded out of funds legally available for the purposes in accordance with the Articles, the GEM Listing Rules and any applicable laws of the Cayman Islands and Hong Kong. The Company may not repurchase the Shares on the GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

It is envisaged that the funds required for any repurchase of the Shares would be derived from the capital paid up on the Shares being repurchased and from the distributable profits of the Company.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the financial statements contained in the annual report of the Company for the year ended 31 December 2020) in the event that the proposed repurchase of Shares was to be carried out in full at any time during the proposed repurchase period. However, the Directors expect to exercise such mandate if and to such extent only as they are satisfied that the exercise thereof will not have such a material adverse impact.

4. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months prior to the Latest Practicable Date were as follows:

	Traded Prices Per Share	Traded Prices Per Share
Month	Highest	Lowest
	HK$	HK$
2020
May	0.153	0.096
June	0.231	0.020
July	0.031	0.018
August	0.023	0.020
September	0.023	0.017
October	0.020	0.015
November	0.019	0.014
December	0.017	0.014
2021
January	0.019	0.013
February	0.023	0.015
March	0.025	0.020
April	0.021	0.017
May (up to and including the Latest Practicable Date)	0.020	0.018

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APPENDIX I

EXPLANATORY STATEMENT

5. CODE ON TAKEOVERS AND MERGERS

If a Shareholder’s proportionate interest in the voting rights of the Company increases on exercise of the power of the Company to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. As a result, a shareholder or group of shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Team Sunny, a company which is wholly and ultimately owned by Mr. Wong Hin Shek, is beneficially interested in an aggregate of 390,730,000 Shares, representing approximately 28.21% of the issued share capital of the Company, and is a substantial Shareholder. In the event that the Directors exercise the proposed Repurchase Mandate upon the date of AGM and prior to the completion of the Rights Issue in full and assuming that there is no change in the issued share capital of the Company and the number of Shares held by Team Sunny, the interests of Team Sunny in the issued share capital of the Company would be increased to approximately 31.34%. Such increase would give rise to an obligation of Team Sunny and its associates to make a mandatory offer under Rules 26 and 32 of the Takeovers Code. In the event that the Directors exercise the proposed Repurchase Mandate after the completion of the Rights Issue and 97,682,500 Rights Shares are allotted and issued to Team Sunny pursuant to its undertaking, the interests of Team Sunny in the issued share capital of the Company would be increased from approximately 28.21% to approximately 29.04%. Other than the above, the Directors are not aware of any other consequences that may arise under the Takeovers Code as a result of any repurchases made under the Share Repurchase Mandate.

Nevertheless, the Directors have no present intention to exercise the proposed Repurchase Mandate to such extent as would result in any Shareholders being required to make a mandatory offer under the Takeovers Code.

In addition, the GEM Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

6. UNDERTAKING

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the GEM Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders at the AGM and exercised.

– 10 –

APPENDIX I

EXPLANATORY STATEMENT

No core connected person (as defined in the GEM Listing Rules) of the Company has notified the Company that he has a present intention to sell any Shares to the Company or its subsidiaries nor has any such core connected person undertaken not to do so in the event that the Repurchase Mandate is granted.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will only exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Articles, the GEM Listing Rules, the applicable laws of the Cayman Islands and Hong Kong.

7. SHARES REPURCHASES MADE BY THE COMPANY

The Company has not repurchased any Shares (whether on GEM or otherwise) in the six months preceding the Latest Practicable Date.

– 11 –

APPENDIX II

DETAILS OF DIRECTORS TO BE RE-ELECTED

The following are the particulars (as required by the GEM Listing Rules) of the Directors who will retire and, being eligible, will offer themselves for re-election at the AGM:

1. Mr. Wong Hin Shek (‘‘Mr. Wong’’), aged 51, joined in September 2020, is an executive Director, the Chairman of the Board, the Chief Executive Officer of the Company (the ‘‘CEO’’), an authorised representative under Rule 5.24 of the GEM Listing Rules (‘‘Authorised Representative’’) and an authorised representative for accepting service of any process and notices in Hong Kong under Part 16 of the Companies Ordinance (‘‘Process Agent’’), a substantial Shareholder and a director of various subsidiaries of the Company. Mr. Wong holds a Master of Science (Financial Management) degree from University of London in United Kingdom and a Bachelor of Commerce degree from University of Toronto in Canada. Besides having over 26 years of experience in the investment banking industry, Mr. Wong has been involved in the management, business development and strategic investment of listed companies in Hong Kong, having operations in finance, information technology, hotel, manufacturing and environmental protection industries. Mr. Wong is currently the chairman and an executive director of DeTai New Energy Group Limited (stock code: 559) (‘‘DeTai’’) and a non-executive director of Sino Golf Holdings Limited (stock code: 361), both companies listed on the Main Board of the Stock Exchange. He was an executive director of GET Holdings Limited (stock code: 8100), a company listed on the GEM of the Stock Exchange, from September 2017 to April 2019. Mr. Wong was also an executive director, the chief executive officer and a non-executive director of Bisu Technology Group International Limited (now known as China Carbon Neutral Development Group Limited) (stock code: 1372), a company listed on the Main Board of the Stock Exchange, from July 2015 to November 2018, from March 2017 to November 2018 and from November 2018 to April 2019 respectively.

There is a service agreement between the Company and Mr. Wong in respect of his appointment (the ‘‘Mr. Wong Service Agreement’’). He shall hold office for an initial term of two years with the Company from the date of his appointment and thereafter renewable automatically for successive terms of one year each commencing from the day after the expiry of the then current term of his appointment, unless terminated by not less than 3 months’ notice in writing or payment in lieu of notice served by either party and is subject to retirement and reelection at the annual general meeting of the Company in accordance with the Articles. Mr. Wong is entitled to receive a monthly salary of HK$150,000 on a thirteen-month basis, which is HK$1,950,000 per annum. His remuneration is fixed in the Mr. Wong Service Agreement and has been determined by reference to prevailing market conditions, his positions as an executive Director, the Chairman and the CEO and his responsibilities in the Group. Mr. Wong may at the discretion of the Company receive an annual bonus in addition to his normal remuneration. Bonus awards are determined by reference to, among other factors, the operating results and requirements of the Group and Mr. Wong’s contribution to the performance of the Group.

– 12 –

DETAILS OF DIRECTORS TO BE RE-ELECTED

APPENDIX II

As at the Latest Practicable Date, Mr. Wong has an interest in 390,730,000 Shares within the meaning of Part XV of the SFO which represents approximately 28.21% of the total Shares in issue and holds convertible bonds of the Company in the principal amount of HK$94,805,651 which are convertible into 861,869,554 Shares, represents approximately 62.22% of the total Shares in issue. On 12 April 2021, Team Sunny (a company which is wholly and ultimately owned by Mr. Wong) has given an irrevocable undertaking in favour of the Company and the underwriter, that it will subscribe, or procure its nominee(s) to subscribe, for 97,682,500 Rights Shares which comprise the full acceptance of its provisional entitlement in respect of the 390,730,000 existing Shares or 39,073,000 Consolidated Shares beneficially held by it. Assuming the completion of the Rights Issue and 97,682,500 Rights Shares are allotted and issued to Team Sunny pursuant to its undertaking, the interest of Team Sunny and Mr. Wong in the issued share capital of the Company would remain at approximately 28.21%. Save as aforesaid, he did not have any other interests in Shares or other securities of the Company within the meaning of Part XV of the SFO.

1. Mr. Cheung Wai Yin, Wilson (‘‘Mr. Cheung’’), aged 50, joined in 2012, is an executive Director and a director of various subsidiaries of the Company. He was the Chairman, the CEO, the compliance officer of the Company (the ‘‘Compliance Officer’’), an Authorised Representative, an Process Agent and a member of each of the remuneration committee and the nomination committee of the Company from August 2012 to September 2020. He holds a Master of Science Degree in Financial Engineering from City University of Hong Kong and Bachelor Degrees in Arts and Administrative Studies from York University, Canada. Mr. Cheung is a member of the Hong Kong Institute of Certified Public Accountants and Hong Kong Securities and Investment Institute. Mr. Cheung has over 21 years of experience in the field of audit, business development, corporate finance and financial management.

There is a service agreement between the Company and Mr. Cheung in respect of his appointment (the ‘‘Mr. Cheung Service Agreement’’). He shall hold office for an initial term of two years and thereafter renewable automatically for successive terms of one year each commencing from the day after the expiry of the then current term of his appointment and is subject to retirement and re-election at the annual general meeting of the Company in accordance with the Articles. Mr. Cheung is entitled to receive a monthly salary of HK$10,000 on a twelve-month basis, which is HK$120,000 per annum. His remuneration is fixed in the Mr. Cheung Service Agreement and has been determined by reference to prevailing market conditions, his positions as an executive Director and his responsibilities in the Group. Mr. Cheung may at the discretion of the Company receive an annual bonus in addition to his normal remuneration. Bonus awards are determined by reference to, among other factors, the operating results and requirements of the Group and Mr. Cheung’s contribution to the performance of the Group.

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DETAILS OF DIRECTORS TO BE RE-ELECTED

APPENDIX II

As at the Latest Practicable Date, Mr. Cheung has an interest in 55,781 Shares within the meaning of Part XV of the SFO which represents 0.004% of the total Shares in issue. Save as aforesaid, he did not have any other interests in Shares or other securities of the Company within the meaning of Part XV of the SFO.

1. Ms. Tsang Kwai Ping (‘‘Ms. Tsang’’), aged 42, joined in April 2019, is an executive Director, the Compliance Officer and a director of various subsidiaries of the Company. Ms. Tsang holds Master Degree in Corporate Governance from The Hong Kong Polytechnic University and a Bachelor Degree in Accountancy from City University of Hong Kong. Ms. Tsang is a member of both of the Hong Kong Institute of Certified Public Accountants and the Institute of Chartered Accountants in England and Wales. She is also an associate member of both of The Hong Kong Institute of Chartered Secretaries and The Chartered Governance Institute in the United Kingdom. She is the company secretary of DeTai, a company listed on the Main Board of the Stock Exchange. Ms. Tsang has extensive experience in accounting, financial management and company secretarial matters.

There is a service agreement between the Company and Ms. Tsang in respect of her appointment (the ‘‘Ms. Tsang Service Agreement’’). She shall hold office for an initial term of two years from the date of her appointment and thereafter renewable automatically for successive terms of one year each commencing from the day after the expiry of the then current term of her appointment and is subject to retirement by rotation and re-election at annual general meetings in accordance with the Articles. Ms. Tsang is entitled to receive a monthly salary of HK$65,000 on a thirteen month basis, which is HK$845,000 per annum. Her remuneration is fixed in the Ms. Tsang Service Agreement and has been determined by reference to prevailing market conditions, her position as an executive Director and her responsibilities in the Group. Ms. Tsang may at the discretion of the Company receive an annual bonus in addition to her normal remuneration. Bonus awards are determined by reference to, among other factors, the operating results and requirements of the Group and Ms. Tsang’s contribution to the performance of the Group.

As at the Latest Practicable Date, Ms. Tsang has a personal interest of 9,000,000 Shares within the meaning of Part XV of the SFO which represents 0.65% of the total Shares in issue. Save as aforesaid, she did not have any other interests in Shares or other securities of the Company within the meaning of Part XV of the SFO.

As at the Latest Practicable Date, save as disclosed above:

• (a) each of Mr. Wong, Mr. Cheung and Ms. Tsang does not hold, and has not held, any other positions within the Group and is not connected with any Directors, substantial or controlling Shareholders, or senior management of the Company;

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APPENDIX II

DETAILS OF DIRECTORS TO BE RE-ELECTED

• (b) each of Mr. Wong, Mr. Cheung and Ms. Tsang has not in the last three years held any directorship in any other public company the securities of which are listed on any securities market in Hong Kong or overseas; and

• (c) there is no information relating to Mr. Wong, Mr. Cheung and Ms. Tsang that is required to be disclosed pursuant to rules 17.50(2) of the GEM Listing Rules nor are there other matters that need to be brought to the attention of Shareholders in connection with their re-election as Directors.

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NOTICE OF THE AGM

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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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Merdeka Financial Group Limited (the ‘‘Company’’) will be held on Monday, 28 June 2021 at 11: 00 a.m. at Room 1108, 11/F, Wing On Centre, 111 Connaught Road Central, Central, Hong Kong for the following purposes:

1. To receive and consider the audited consolidated financial statements, the report of the directors and the independent auditor’s report of the Company for the year ended 31 December 2020.

2. To re-elect the following retiring directors of the Company (the ‘‘Director(s)’’):

3. (a) Mr. Wong Hin Shek as an executive Director;

4. (b) Mr. Cheung Wai Yin, Wilson as an executive Director;

5. (c) Ms. Tsang Kwai Ping as an executive Director;

6. To authorise the board of Directors to fix the remuneration of the Directors.

7. To re-appoint Elite Partners CPA Limited as auditor and authorise the board of Directors to fix the remuneration of the auditor.

8. To consider and, if thought fit, pass with or without amendment, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

(A) ‘‘THAT:

• (i) subject to paragraph (iii) of this resolution and pursuant to the Rules Governing the Listing of Securities on GEM (‘‘GEM’’) of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to allot, issue and deal with additional shares in the share capital of the Company or options, warrants, or similar rights to subscribe for any shares and to make or grant offers, agreements and options

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NOTICE OF THE AGM

(including bonds, warrants and debentures convertible into shares of the Company), which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements, options and rights of exchange or conversion which would or might require the exercise of such powers after the end of the Relevant Period (as hereinafter defined);

• (iii) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (i) of this resolution, otherwise than pursuant to (a) a Rights Issue (as hereinafter defined), or (b) the exercise of rights of conversion under any securities which are convertible into shares of the Company, or (c) any scrip dividend scheme or similar arrangements providing for the allotment of shares in lieu of the whole or a part of a dividend on shares of the Company pursuant to the articles of association of the Company from time to time, or (d) the grant or exercise of any options granted under any option scheme or similar arrangement for the time being adopted by the Company for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries of options to subscribe for, or rights to acquire, shares of the Company, shall not in aggregate exceed 20 per cent. of the aggregate number of shares of the Company in issue at the date of passing of this resolution and the said approval shall be limited accordingly; and

• (iv) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or

• (c) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

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NOTICE OF THE AGM

‘‘Rights Issue’’ means the allotment or issue of shares in the share capital of the Company pursuant to an offer of shares open for a period fixed by the Directors made to holders of shares of the Company or any class thereof whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Directors 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 any recognised regulatory body or any stock exchange in any territory outside Hong Kong).’’

(B) ‘‘THAT:

• (i) subject to paragraph (iii) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own issued shares in the share capital of the Company on GEM of the Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange in accordance with all the applicable laws and the requirements of the Rules Governing the Listing of Securities on GEM of the Stock Exchange (as amended from time to time) or of any other stock exchange, be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to repurchase its shares at a price determined by the Directors;

• (iii) the aggregate number of shares of the Company to be repurchased by the Company pursuant to the approval in paragraph (i) of this resolution shall not exceed 10 per cent. of the aggregate number of issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and

• (iv) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or

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NOTICE OF THE AGM

• (c) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.’’

• (C) ‘‘THAT subject to the passing of resolutions numbered 5(A) and 5(B) set out in the notice convening this meeting, the general mandate granted to the Directors to allot, issue and deal with additional shares pursuant to resolution numbered 5(A) in the notice convening this meeting be and is hereby increased by the addition thereto of the aggregate number of shares of the Company repurchased by the Company under the authority granted pursuant to the resolution numbered 5(B) set out in the notice convening this meeting, provided that such number of shares of the Company so repurchased shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of the said resolution.’’

By order of the Board MERDEKA FINANCIAL GROUP LIMITED Wong Hin Shek Chairman and Chief Executive Officer

Hong Kong, 21 May 2021

Notes:

1. Any shareholder of the Company entitled to attend and vote at the annual general meeting shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf. A proxy need not be a shareholder of the Company.

2. To be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the annual general meeting (or any adjournment thereof).

3. Completion and return of a form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the annual general meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. Where there are joint holders of any shares of the Company, any one of such joint holders may vote, either in person or by proxy in respect of such shares as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the annual general meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company.

5. With respect to the resolutions set out in resolution numbered 2 of this notice, Mr. Wong Hin Shek, Mr. Cheung Wai Yin, Wilson and Ms. Tsang Kwai Ping, being eligible, will offer themselves for reelection at the annual general meeting of the Company. Biographical details of the above Directors are set out in the circular of the Company which will be sent to the shareholders of the Company.

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NOTICE OF THE AGM

1. With respect to the resolutions set out in resolutions numbered 5(A) and 5(C) of this notice, approval is being sought from the shareholders for the general mandates to be given to the Directors to allot, issue and deal with new shares of the Company.

2. With respect to the resolution set out in resolution numbered 5(B) of this notice, approval is being sought from the shareholders for a general mandate to be given to the Directors to repurchase the shares of the Company. An explanatory statement containing further information with respect to such resolution will be sent to the shareholders of the Company.

As at the date of this notice, 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.

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