NOIZ GROUP LIMITED announced that it has entered into share subscription agreement to issue 37,666,666 Subscription Shares at the Share Subscription Price of HKD 0.108 per Subscription Share for the gross proceeds of HKD 406,799.9928 and 2023 convertible bond agreement for the gross proceeds of HKD 10,000,000; aggregate gross proceeds of HKD 10,406,799.9928 on July 14, 2023. Based on the 2023 CB Conversion Price of HK$0.108 per 2023 CB Conversion Share, a maximum number of 92,592,592 2023 CB Conversion Shares will be allotted and issued upon exercise of the conversion rights attaching to the 2023 Convertible Bonds in full, which represent: (i) approximately 16.34% of the issued share capital of the Company as at the date of this announcement; (ii) approximately 15.32% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares; (iii) approximately 13.28% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares and the 2023 CB Conversion Shares upon the exercise of the conversion rights attaching to the 2023 Convertible Bonds in full; and (iv) approximately 7.81% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares, the 2023 CB Conversion Shares and the 2022 CB Conversion Shares upon the exercise of the conversion rights attaching to the 2023 Convertible Bonds and the 2022 Convertible Bonds in full. The transaction has been approved by the shareholders and also subject to all necessary consents and approvals required to be obtained on the part of the Company in respect of the Share Subscription Agreement and convertible bonds and the transactions contemplated hereunder having been obtained, The Share Subscription Completion and CB completion shall take place within three Business Days after the day on which the conditions set out above are fulfilled.

The transaction will include participation from company and Team Sunny.