NOIZ Group Ltd. — Declaration of Voting Results & Voting Rights Announcements 2018

Jun 20, 2018

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.

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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 2018 ANNUAL GENERAL MEETING

The Board announces that all the ordinary resolutions set out in the AGM Notice were duly passed by the Shareholders by way of poll at the AGM held on 20 June 2018 at 11:00 a.m..

POLL RESULTS AT THE 2018 ANNUAL GENERAL MEETING

Reference is made to the circular (the “Circular”) of Merdeka Financial Services Group Limited (the “Company”) containing, among others, a notice of annual general meeting of the Company held on 20 June 2018 (the “AGM”) (the “AGM Notice”) both dated 18 May 2018. Unless the context otherwise requires, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular and the AGM Notice.

The Board is pleased to announce that all the resolutions proposed were voted by the Shareholders by way of poll at the AGM held on 20 June 2018.

As at the date of the AGM, the number of issued shares of the Company was 2,040,094,152 shares, which was the total number of shares entitling the holders to attend and vote for or against all resolutions at the AGM. There were no restrictions on any shareholders to cast votes on any of the proposed resolutions at the AGM.

* for identification purposes only

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

The poll results are set out as follows:

	Ordinary Resolutions	Number of Votes(%)	Number of Votes(%)
		For	Against
1.	To receive and adopt the audited consolidatedfinancial statements of the Company and thereports of the directors and auditors for theyear ended 31 December 2017	640,013,259(100%)	0(0%)
2.	To re-elect Mr. Ng Kay Kwok as Director ofthe Company	640,013,259(100%)	0(0%)
3.	To authorize the board of directors to fixdirectors’ remuneration for the year ending 31December 2018	640,013,259(100%)	0(0%)
4.	To re-appoint Messrs. Elite Partners CPALimited as auditors and authorise the board ofdirectors to fix their remuneration	640,013,259(100%)	0(0%)
5(A).	To grant a general mandate to the directors toallot, issue and deal with additional shares notexceeding 20% of the issued share capital ofthe Company	639,953,259(99.99%)	60,000(0.01%)
5(B).	To grant a general mandate to the directors torepurchase shares not exceeding 10% of theissued share capital of the Company	640,013,259(100%)	0(0%)
5(C).	To extend the authority granted to thedirectors pursuant to Ordinary Resolution No.5(A) to issue shares by adding to the issuedshare capital of the Company the number ofshares repurchased under Ordinary ResolutionNo. 5(B)	639,953,259(99.99%)	60,000(0.01%)

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

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As more than 50% of the votes were cast in favour of the ordinary resolutions proposed at the AGM, 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, 20 June 2018

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)

Independent Non-executive Directors:

Ms. Yeung Mo Sheung, Ann Mr. Ng Kay Kwok Mr. Au-yeung Sei Kwok

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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