Merdeka Financial Services : COMPANY INFORMATION SHEET

THE STOCK EXCHANGE OF HONG KONG LIMITED

(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

FF003G

APPENDIX 5 FORMS RELATING TO LISTING FORM F THE GROWTH ENTERPRISE MARKET (GEM) COMPANY INFORMATION SHEET Case Number: 20170621-F08163-0004

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

Company name: Merdeka Financial Services Group Limited Stock code (ordinary shares): 8163

This information sheet contains certain particulars concerning the above company (the "Company") which is listed on the Growth Enterprise Market ("GEM") of the Stock Exchange of Hong Kong Limited (the "Exchange"). These particulars are provided for the purpose of giving information to the public with regard to the Company in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules"). They will be displayed at the GEM website on the Internet. This information sheet does not purport to be a complete summary of information relevant to the Company and/or its securities.

The information in this sheet was updated as of 20 July 2017

1. General

   Place of incorporation: The Cayman Islands

   Date of initial listing on GEM: 7th March, 2002

   Name of Sponsor(s): N/A

   Names of directors:

   Executive Directors: -

   (please distinguish the status of the directors Mr. Cheung Wai Yin, Wilson (Chairman & CEO)

   - Executive, Non-Executive or Independent

   Non-Executive)

   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

   Name(s) of substantial shareholder(s)(as such term is defined in rule 1.01 of the GEM Listing Rules) and their respective interests in the ordinary shares and other securities of the Company:

   Name of substantial shareholders Nature of interest/capacity Number of

   Shares

   Number of underlying

   Shares

   Approximate percentage of total issued share capital of the Company

   Ivana Investments Limited Beneficial owner 98,437,500 1,157,894,736 64.76%

   CW Limited (Note 1) Controlled corporation

   98,437,500 1,157,894,736 64.76%

   Asiatrust Limited (Note 1)	Trustee	98,437,500	1,157,894,736	64.76%
   Yihua Enterprise Limited	Beneficial owner	-	173,913,043	8.96%
   Cheng Jun (Note 2)	Controlled	-	173,913,043	8.96%

   corporation

   Gao Yun Feng (Note 2) Controlled corporation

   - 173,913,043 8.96%

   Notes:

2. The interest is held by Ivana, a company incorporated in the British Virgin Islands owned as to 100% by CW Limited, which in turn is wholly-owned by Asiatrust Limited, a trust company in its capacity as the trustee of a discretionary trust, the founder (as defined in the SFO) of which is Mr. Cheung Wai Yin, Wilson and the discretionary objects of which are family members of Mr. Cheung Wai Yin, Wilson (including Mr. Cheung Wai Yin, Wilson himself).

3. The interest is held by Yihua Enterprises Limited, a company incorporated in the British Virgin Islands owned as to 50% by Mr. Cheng Jun and 50% by Mr. Gao Yun Feng.

   Name(s) of company(ies) listed on GEM or the Main Board of the Stock Exchange within the same group as the Company:

   N/A

   Financial year end date: 31st December

   Registered address: Cricket Square Hutchins Drive

   P.O. Box 2681

   Grand Cayman KY1-1111 Cayman Islands

   British West Indies

   Head office and principal place of business: Room1502

   Chinachem Century Tower 178 Gloucester Road Wanchai

   Hong Kong

   Web-site address (if applicable): www.merdeka.com.hk

   Share registrar: Principal share registrar and transfer office:

   SMP Partners (Cayman) Limited 3rd Floor, Royal Bank House

   24 Shedden Road

   PO Box 1586

   Grand Cayman KY1-1110 Cayman Islands

   Hong Kong branch share registrar and transfer office:

   Tricor Tengis Limited Level 22 Hopewell Centre 183 Queen's Road East Hong Kong

   Auditors: Elite Partners CPA Limited

4. Business activities

   (Please insert here a brief description of the business activities undertaken by the Company and its subsidiaries.)

   The Company (together with its subsidiaries) is principally engaged in financial services business, trading business, including the trading of various brands of milk powder products to customers based in Hong Kong, and information technology business.

5. Ordinary shares

   Number of ordinary shares in issue: 1,940,094,152 shares Par value of ordinary shares in issue: HK$0.001 each Board lot size (in number of shares): 20,000 shares

   Name of other stock exchange(s) on which ordinary shares are also listed:

6. Warrants

   N/A

   Stock code: N/A

   Board lot size: N/A

   Expiry date: N/A

   Exercise price: N/A

   Conversion ratio:

   (Not applicable if the warrant is denominated in dollar value of conversion right)

   N/A

   No. of warrants outstanding: N/A

   No. of shares falling to be issued upon the exercise of outstanding warrants:

   N/A

7. Other securities

8. Details of any other securities in issue.

   (i.e. other than the ordinary shares described in C above and warrants described in D above but including options granted to executives and/or employees).

   (Please include details of stock code if listed on GEM or the Main Board or the name of any other stock exchange(s) on which such securities are listed).

   Share Option Scheme

   The Company operates a share option scheme adopted on 3 May 2012 and shall be valid and effective for a period of ten years from that date, subject to earlier termination by the Company in a general meeting or by the board of directors.

   As at the date hereof, details of the outstanding share options granted to the directors of the Company and other eligible participants under the share option scheme of the Company are as follows:

9. 360,244 share options with the exercise price of HK$3.60 per share granted to the directors of the Company and other eligible participants.

10. 30,611 share options with the exercise price of HK$2.13 per share granted to the directors of the Company and other eligible participants.

11. 233,000,000 share options with the exercise price of HK$0.147 per share granted to the directors of the Company and other eligible participants.

2020 Convertible Bonds

As at the date hereof, there is outstanding principal amount of HK$124,068,000 of the zero coupon convertible bonds originally due 2011 and extended to 2020 with conversion price of HK$0.095 per share which are convertible into a maximum of 1,305,978,947 shares of the Company upon full conversion of the convertible bonds.

2018 Convertible Bonds

As at the date hereof, there is outstanding principal amount of HK$40,000,000 of the zero coupon convertible bonds due 2018 with conversion price of HK$0.23 per share which are convertible into a maximum of 173,913,043 shares of the Company upon full conversion of the convertible bonds.

If there are any debt securities in issue that are guaranteed, please indicate name of guarantor. N/A

Responsibility statement

The directors of the Company (the "Directors") as at the date hereof hereby collectively and individually accept full responsibility for the accuracy of the information contained in this information sheet ("the Information") and confirm, having made all reasonable inquiries, that to the best of their knowledge and belief the Information is accurate and complete in all material respects and not misleading or deceptive and that there are no other matters the omission of which would make any Information inaccurate or misleading.

The Directors also collectively and individually accept full responsibility for submitting a revised information sheet, as soon as reasonably practicable after any particulars on the form previously published cease to be accurate.