NOIZ Group Ltd. — Declaration of Voting Results & Voting Rights Announcements 2016

Sep 19, 2016

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.

==> picture [151 x 96] intentionally omitted <==

MERDEKA FINANCIAL SERVICES GROUP LIMITED ( 萬德金融服務集團有限公司[*] )

( Incorporated in the Cayman Islands with limited liability) (Stock Code: 8163)

POLL RESULTS AT THE EXTRAORDINARY GENERAL MEETING HELD ON 19 SEPTEMBER 2016 AT 11:00 A.M.

The Board announces that the ordinary resolutions set out in the EGM Notice were duly passed by the Shareholders by way of poll at the EGM held on 19 September 2016 at 11:00 a.m..

POLL RESULTS AT THE EXTRAORDINARY GENERAL MEETING

Reference is made to the circular (the “Circular”) of Merdeka Financial Services Group Limited (the “Company”, together with its subsidiaries, the “Group”) containing, among others, a notice of extraordinary general meeting of the Company held on 19 September 2016 at 11:00 a.m. (the “EGM”) dated 26 August 2016. Unless the context otherwise requires, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular and the notice of the EGM (the “EGM Notice”).

The Board is pleased to announce that all the resolutions proposed were voted by the Shareholders by way of poll at the EGM held on 19 September 2016 at 11:00 a.m..

The Branch Share Registrar of the Company, Tricor Tengis Limited, was appointed as the scrutineer at the EGM for the purpose of vote-taking.

* For identification purpose only

• 1 -

The poll results are set out as follows:

	Ordinary Resolutions	Number of Votes(%)	Number of Votes(%)
		For	Against
1.	To approve, ratify and confirm the Finance LeaseAgreementandthetransactionscontemplatedthereunder.	123,918,981(75.354%)	40,529,784(24.646%)
2.	To approve, ratify and confirm the FactoringAgreementandthetransactionscontemplatedthereunder.	123,918,981(75.354%)	40,529,784(24.646%)

Please refer to the EGM Notice for the full version of the above resolutions.

As at the date of the EGM, the number of issued shares of the Company was 1,620,094,152 shares, which was the total number of shares entitling the holders to attend and vote for or against all resolution at the EGM. There were no restrictions on any Shareholders to cast votes on any of the proposed resolution at the EGM.

No Shareholder was required to abstain from voting on the proposed resolution at the EGM.

As more than 50% of the votes were cast in favour of the ordinary resolutions proposed at the EGM, they were duly passed.

By Order of the Board of MERDEKA FINANCIAL SERVICES GROUP LIMITED Cheung Wai Yin, Wilson Chairman and Chief Executive Officer

Hong Kong, 19 September 2016

As at the date of this announcement, the Directors are:

Executive Directors:

Mr. Cheung Wai Yin, Wilson (Chairman and Chief Executive Officer) Mr. Lau Chi Yan, Pierre (Managing Director)

• 2 -

Independent Non-executive Directors:

Ms. Yeung Mo Sheung, Ann Mr. Ng Kay Kwok

Mr. Yip Kat Kong, Kenneth

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.

• 3 -