普通決議案 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或 任何部份內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 NOIZ GROUP LIMITED 聲 揚 集 團 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：8163） 股東特別大會通告 茲通告聲揚集團有限公司（「本公司」）謹訂於2024年11月25日（星期一）上午十一 時正假座香港中環干諾道中111號永安中心11樓1108室舉行股東特別大會（「大 會」），以考慮及酌情以本公司普通決議案的方式通過（無論有否作出修訂）下列決 議案： 香港，2024年11月8日 「動議： – 1 – (a) 謹此批准、確認及追認本公司（作為發行人）與滙朗國際控股有限公司（作為 認購方，「認購方」）就認購方認購本金額為101,000,000港元之永久可換股證 券（「可換股證券」）訂立日期為2024年10月10日的有條件認購協議（「認購協 議」）（註有「 A 」字樣之認購協議文本已經大會主席簡簽以資識別並提呈大 會）及其項下擬進行之交易（包括但不限於發行可換 ...

此乃要件 請即處理 閣下如對本通函任何方面或對應採取之行動有任何疑問，應諮詢持牌證券交易商或其他註冊證券機構、銀行經理、 律師、專業會計師或其他專業顧問。 閣下如已售出或轉讓名下所有聲揚集團有限公司之股份，應立即將本通函連同隨附之代表委任表格送交買主或承讓 人，或經手買賣或轉讓的銀行、持牌證券交易商或其他代理商，以便轉交買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函的內容概不負責，對其準確性或完整性亦不發表任 何聲明，並明確表示概不就因本通函全部或任何部份內容而產生或因依賴該等內容而引致的任何損失承擔任何責 任。 本通函僅供參考，並不構成股東或任何其他人士收購、購買或認購本公司證券的邀請或要約。 NOIZ GROUP LIMITED 聲 揚 集 團 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：8163） 關連交易－ 建議根據特別授權發行永久可換股證券 及 股東特別大會通告 本公司之財務顧問 獨立董事委員會及獨立股東之 獨立財務顧問 除文義另有所指外，本封面所用詞彙具有本通函界定之相同涵義。 董事會函件載於本通函第5至28頁，獨立董事委員會致獨立股東之函件載於本通函第 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或 任何部份內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 NOIZ GROUP LIMITED 聲 揚 集 團 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：8163） 就股東特別大會暫停辦理股份過戶登記手續 茲提述聲揚集團有限公司（「本公司」）日期為2024年10月10日內容有關（其中包括） 認購事項之關連交易之公告（「該公告」）。除本公告另有界定者外，本公告所用詞 彙與該公告所界定者具有相同涵義。 董事會謹此宣佈，該公告所述之股東特別大會將於2024年11月25日（星期一）上午 十一時正假座香港中環干諾道中111號永安中心11樓1108室舉行。 為釐定股東出席股東特別大會並於會上投票的權利，本公司將由2024年11月20日 （星期三）至2024年11月25日（星期一）（包括首尾兩日）暫停辦理股份過戶登記手 續，期間將不會進行任何股份過戶登記。為符合資格出席股東特別大會並於會上 投票，所有股份過戶登記（連同有關股票及過戶登記文件）必須在2024 ...

[Company Information](index=2&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) The report lists fundamental company information including board members, committee compositions, registered office, principal bankers, and auditors Company Information | Role | Personnel/Institution | | :--- | :--- | | **Executive Director** | Mr. Wang Xianshuo (Chairman and Chief Executive Officer) | | **Independent Non-Executive Directors** | Ms. Ng Ka Sin, Mr. Wong Wing Kit, Ms. Yeung Mo Sheung | | **Company Secretary** | Mr. Au Kai Yin | | **Auditor** | Kaiyuan Xinde Certified Public Accountants Limited | | **Principal Bankers** | Hang Seng Bank Limited, Bank of Communications (Hong Kong) Limited | [Financial Statements](index=3&type=section&id=%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) For the six months ended June 30, 2024, the Group's revenue grew **61.1%** to **HKD 8.105 million**, but net loss expanded to **HKD 15.324 million** due to higher costs and finance charges Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Item | For the Six Months Ended June 30, 2024 (HKD Thousands) | For the Six Months Ended June 30, 2023 (HKD Thousands) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 8,105 | 5,031 | +61.1% | | Gross Profit | 3,650 | 5,031 | -27.5% | | Operating and Administrative Expenses | (12,531) | (13,743) | -8.8% | | Finance Costs | (6,843) | (6,409) | +6.8% | | **Loss for the Period** | **(15,324)** | **(13,730)** | **+11.6%** | | **Basic Loss Per Share (HK Cents)** | **(2.54)** | **(2.42)** | **+5.0%** | [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E5%A0%B1%E8%A1%A8) As of June 30, 2024, total assets were **HKD 54.697 million**, while total liabilities increased to **HKD 104.825 million** primarily due to convertible bonds, leading to an expanded net deficit of **HKD 50.128 million** Condensed Consolidated Statement of Financial Position | Item | As of June 30, 2024 (HKD Thousands) | As of December 31, 2023 (HKD Thousands) | | :--- | :--- | :--- | | **Non-Current Assets** | 24,712 | 27,961 | | **Current Assets** | 29,985 | 28,752 | | **Total Assets** | **54,697** | **56,713** | | **Current Liabilities** | 20,208 | 13,196 | | **Non-Current Liabilities** | 84,617 | 78,321 | | *Of which: Convertible Bonds* | *84,235* | *77,931* | | **Total Liabilities** | **104,825** | **91,517** | | **Net Liabilities** | **(50,128)** | **(34,804)** | - The Group's bank balances and cash (general accounts) significantly decreased from **HKD 14.127 million** at the beginning of the period to **HKD 6.387 million** at the end[6](index=6&type=chunk)[10](index=10&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=6&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%82%A1%E6%9D%B1%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) As of June 30, 2024, the Group's total deficit (total equity) worsened from **HKD -34.804 million** to **HKD -50.128 million** due to a **HKD 15.324 million** loss incurred during the period - The **HKD 15,324 thousand** loss for the period was the sole reason for the decrease in total shareholders' equity[9](index=9&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=7&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) Net cash outflow from operating activities expanded to **HKD 16.747 million**, leading to a net decrease of **HKD 7.740 million** in cash and cash equivalents, with an ending balance of **HKD 6.387 million** Condensed Consolidated Statement of Cash Flows | Item | For the Six Months Ended June 30, 2024 (HKD Thousands) | For the Six Months Ended June 30, 2023 (HKD Thousands) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (16,747) | (9,335) | | Net Cash Generated from Investing Activities | 149 | 160 | | Net Cash Generated From/(Used In) Financing Activities | 8,858 | (2,366) | | **Net Decrease in Cash and Cash Equivalents** | **(7,740)** | **(11,541)** | | Bank Balances and Cash at Beginning of Period | 14,127 | 23,031 | | **Bank Balances and Cash at End of Period** | **6,387** | **11,490** | [Notes to the Financial Statements](index=8&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) [Revenue and Segment Reporting](index=9&type=section&id=2.%20%E6%94%B6%E5%85%A5%E5%8F%8A%E5%88%86%E9%83%A8%E5%A0%B1%E5%91%8A) The Group's total revenue increased by **61.1%** to **HKD 8.105 million**, primarily driven by financial services and corporate advisory, though digital business segment loss expanded, with all revenue from Hong Kong Revenue and Segment Profit/(Loss) by Business Segment | Business Segment | 2024 H1 Revenue (HKD Thousands) | 2023 H1 Revenue (HKD Thousands) | 2024 H1 Segment Profit/(Loss) (HKD Thousands) | 2023 H1 Segment Profit/(Loss) (HKD Thousands) | | :--- | :--- | :--- | :--- | :--- | | Financial Services Business | 3,787 | 2,343 | 1,375 | 414 | | Corporate Advisory Business | 3,436 | 2,279 | 2,874 | 1,511 | | Digital Business | 882 | 409 | (6,220) | (2,333) | | **Total** | **8,105** | **5,031** | **(1,971)** | **(408)** | - The Group's operations are categorized into three main segments: financial services, corporate advisory, and digital business, with financial services encompassing corporate finance, asset management, and money lending, while digital business leverages blockchain and AI technologies and invests in entertainment activities[14](index=14&type=chunk) - During the period, two major clients (Client A and Client B) each contributed over **10%** of total revenue, both from the financial services and corporate advisory segments[18](index=18&type=chunk) [Loans Receivable](index=23&type=section&id=16.%20%E6%87%89%E6%94%B6%E8%B2%B8%E6%AC%BE) As of June 30, 2024, total loans and interest receivable were **HKD 4.859 million**, with a net carrying value of **HKD 3.839 million** after provisions, and an impairment loss reversal of approximately **HKD 91 thousand** was recognized Loans Receivable | Item | As of June 30, 2024 (HKD Thousands) | As of December 31, 2023 (HKD Thousands) | | :--- | :--- | :--- | | Total Loans and Interest Receivable | 4,859 | 5,272 | | Less: Provision for Impairment Loss | (1,020) | (1,111) | | **Net Carrying Value** | **3,839** | **4,161** | - Loans receivable are from three independent third parties and are unsecured, with an impairment loss reversal of **HKD 91 thousand** recognized during the period[37](index=37&type=chunk) [Convertible Bonds](index=27&type=section&id=20.%20%E5%8F%AF%E6%8F%9B%E8%82%A1%E5%82%B5%E5%88%B8) As of June 30, 2024, the Group's two outstanding convertible bonds had a total liability carrying value of **HKD 84.235 million**, an increase from year-start, potentially leading to significant new share issuance upon full conversion Convertible Bonds | Item | As of June 30, 2024 (HKD Thousands) | As of December 31, 2023 (HKD Thousands) | | :--- | :--- | :--- | | 2022 Convertible Bonds | 75,895 | 70,214 | | 2023 Convertible Bonds | 8,340 | 7,717 | | **Total** | **84,235** | **77,931** | - The 2022 convertible bond has a principal amount of **HKD 91 million**, and the 2023 convertible bond has a principal amount of **HKD 10 million**, both held by the major shareholder, Huilang International Holdings Limited[45](index=45&type=chunk)[46](index=46&type=chunk) [Events After Reporting Period](index=29&type=section&id=23.%20%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%BE%8C%E4%BA%8B%E9%A0%85) On July 22, 2024, the Group's subsidiary secured a put option to require NOIZChain's vendor to repurchase its entire share capital at the original acquisition price, valid until end of 2024 or extendable to June 30, 2025 - The Group obtained a put option, granting it the right to require NOIZChain's original shareholders to repurchase the company in the future, providing a potential exit or risk control mechanism for this digital business investment[50](index=50&type=chunk)[74](index=74&type=chunk) [Management Discussion and Analysis](index=30&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) [Financial and Business Review](index=30&type=section&id=%E8%B2%A1%E5%8B%99%E5%8F%8A%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%87) In H1 2024, total revenue grew due to strong financial services and corporate advisory, but expanded digital business losses and high finance costs led to an overall increase in the Group's net loss - Financial services business revenue grew by **62.1%** to **HKD 3.8 million**, with segment profit increasing by **232%** to **HKD 1.4 million**[52](index=52&type=chunk) - Corporate advisory business revenue increased by **49.2%** to **HKD 3.4 million**, and segment profit grew by **92%** to **HKD 2.9 million**[55](index=55&type=chunk) - Digital business revenue increased by **117%** to **HKD 0.9 million**, but segment loss expanded from **HKD 2.3 million** to **HKD 6.2 million**, primarily due to delayed projects caused by subdued market sentiment[56](index=56&type=chunk) [Prospects](index=35&type=section&id=%E5%89%8D%E6%99%AF) The Group seeks new investments, with digital business focusing on blockchain IP and entertainment, financial services exploring US expansion and virtual asset investments, and corporate advisory anticipating stable demand - Digital business focuses on intellectual property management using NOIZ Green Chain, investing in live concerts, and collaborating with Proto Inc. for holographic product distribution in Vietnam[60](index=60&type=chunk) - Financial services are considering expansion into regions like the US and seeking new opportunities in CIES asset management and virtual asset investments[61](index=61&type=chunk) [Financial Resources, Liquidity and Gearing Ratio](index=37&type=section&id=%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90%E3%80%81%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B3%87%E6%9C%AC%E8%B2%A0%E5%80%B5%E6%AF%94%E7%8E%87) As of June 30, 2024, the Group's financial position faced pressure, with cash and bank balances decreasing to **HKD 6.4 million**, net current assets reducing, and the gearing ratio increasing from **1.37** to **1.54**, indicating higher leverage Financial Resources, Liquidity and Gearing Ratio | Metric | As of June 30, 2024 | As of December 31, 2023 | | :--- | :--- | :--- | | Cash and Bank Balances | Approx. HKD 6.4 Million | Approx. HKD 14.2 Million | | Net Current Assets | Approx. HKD 9.8 Million | Approx. HKD 15.6 Million | | Gearing Ratio | Approx. 1.54 | Approx. 1.37 | [Corporate Governance and Other Information](index=39&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%8F%8A%E5%85%B6%E4%BB%96%E8%B3%87%E6%96%99) [Share Option Scheme](index=39&type=section&id=%E8%B3%BC%E8%82%A1%E6%AC%8A%E8%A8%88%E5%88%83) As of June 30, 2024, **1,816,214** share options remained unexercised under the share option scheme, with **4,349,836** options lapsing and no new grants or exercises during the period - **4,349,836** share options granted to consultants lapsed during the period[75](index=75&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk) [Directors' and Chief Executive's Interests in the Company's Securities](index=41&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E6%9C%80%E9%AB%98%E8%A1%8C%E6%94%BF%E4%BA%BA%E5%93%A1%E6%96%BC%E6%9C%AC%E5%85%AC%E5%8F%B8%E8%AD%89%E5%88%B8%E7%9A%84%E6%AC%8A%E7%9B%8A) Chairman and CEO Mr. Wang Xianshuo, through his wholly-owned company Huilang, holds **125.13%** of the issued share capital via shares and convertible bonds, making him the controlling shareholder - Mr. Wang Xianshuo holds **174,421,666** shares and **581,839,903** underlying shares (from convertible bonds) through his controlled corporation Huilang, totaling approximately **125.13%** of the total share capital[81](index=81&type=chunk)[82](index=82&type=chunk) [Compliance with Corporate Governance Code](index=43&type=section&id=%E9%81%B5%E5%AE%88%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%AE%88%E5%89%87) The Group complied with most Corporate Governance Code provisions, with one deviation: Chairman and CEO roles are combined in Mr. Wang Xianshuo, though the Board believes existing safeguards ensure power balance - The Company deviates from Corporate Governance Code provision C.2.1, where the Chairman and Chief Executive roles are held by the same individual, Mr. Wang Xianshuo; however, the Board believes that power is not overly concentrated as major decisions are deliberated by the Board and three independent non-executive directors provide independent opinions[90](index=90&type=chunk)

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 8,105,000, representing a 61.5% increase compared to HKD 5,031,000 for the same period in 2023[5] - Gross profit for the period was HKD 3,650,000, compared to HKD 5,031,000 in the previous year, indicating a decrease of 27.4%[5] - Loss before tax for the period was HKD 15,547,000, compared to a loss of HKD 13,417,000 in the same period last year, reflecting an increase in loss of 15.9%[5] - The company reported a total comprehensive loss of HKD 15,324,000 for the period, compared to HKD 13,730,000 in the previous year, an increase of 11.6%[5] - Basic and diluted loss per share was HKD 2.54, compared to HKD 2.42 for the same period in 2023[5] - Other income and gains for the period were HKD 86,000, a significant decrease from HKD 1,573,000 in the previous year[5] - The company reported a net cash outflow from operating activities of HKD 16,747 million for the six months ended June 30, 2024, compared to HKD 9,335 million for the same period in 2023[10] - The company reported a loss attributable to equity holders of approximately HKD 15,300,000 for the six months ended June 30, 2024, compared to a loss of approximately HKD 13,700,000 for the same period in 2023[51] Expenses and Liabilities - Operating and administrative expenses decreased to HKD 12,531,000 from HKD 13,743,000, a reduction of 8.8%[5] - Financing costs increased to HKD 6,843,000 from HKD 6,409,000, an increase of 6.8%[5] - The company’s total liabilities increased to HKD 104,825 million as of June 30, 2024, compared to HKD 91,252 million as of December 31, 2023, marking an increase of approximately 15.0%[8] - The company’s equity as of June 30, 2024, showed a deficit of HKD 50,128 million, worsening from a deficit of HKD 34,804 million as of December 31, 2023[8] - Total current liabilities rose significantly to HKD 20,208 million from HKD 13,196 million, an increase of approximately 53.0%[7] Assets and Cash Flow - As of June 30, 2024, total non-current assets decreased to HKD 24,712 million from HKD 27,961 million as of December 31, 2023, representing a decline of approximately 8.1%[6] - Current assets increased to HKD 29,985 million from HKD 28,752 million, showing a growth of about 4.3%[7] - Cash and cash equivalents decreased to HKD 6,387 million from HKD 11,490 million, a decline of approximately 44.4%[10] - The group recorded cash and bank balances of approximately HKD 6.4 million as of June 30, 2024, down from HKD 14.2 million as of December 31, 2023[67] Revenue Segments - Revenue from financial services increased to HKD 3,528 million from HKD 2,097 million, a rise of about 68.3%[13] - The financial services segment generated revenue of HKD 3,787 million, up from HKD 2,343 million, reflecting a growth of 61.6% year-over-year[15] - The corporate consulting business generated revenue of approximately HKD 3,400,000 for the six months ended June 30, 2024, an increase from HKD 2,300,000 in the same period of 2023[55] - The digital business segment reported a loss of HKD 6,220 million, compared to a loss of HKD 2,333 million in the previous year, indicating a significant increase in losses[15] - The digital business recorded revenue of approximately HKD 900,000 for the six months ended June 30, 2024, compared to HKD 400,000 in 2023, but incurred a segment loss of approximately HKD 6,200,000, worsening from a loss of HKD 2,300,000 in 2023[56] Strategic Initiatives - The company continues to explore new strategies for market expansion and product development to improve future performance[1] - The company’s digital business leverages blockchain, AI, and immersive technologies to create value for users and brands, indicating a strategic focus on innovation[51] - The company has entered into a put option agreement for the acquisition of NOIZChain, allowing for a potential buyback of shares, reflecting ongoing strategic expansion efforts[50] - The group is exploring significant opportunities in the entertainment and education sectors by investing in live concerts and events in Hong Kong, Macau, and Taiwan[60] - The group is strategically considering diversification into the US and other regions to expand its customer base and potentially increase revenue sources[61] Governance and Compliance - The audit committee consists of three independent non-executive directors, ensuring compliance with GEM listing rules[91] - The company has adhered to the corporate governance code, with a noted deviation regarding the roles of the chairman and CEO being held by the same individual[90] - The audit committee has reviewed the unaudited condensed consolidated financial statements for the six months ending June 30, 2024, confirming compliance with applicable accounting standards[91] - The company has confirmed that all directors have complied with the trading standards throughout the reporting period[87] Shareholder Information - The total number of shares held by major shareholder Huilang is 756,261,569, which accounts for approximately 125.13% of the total issued share capital as of June 30, 2024[84] - The total number of shares held by independent directors and other qualified participants under the stock option plan is 1,816,215, with 340,540 options having expired[76] - The total number of issued shares is 604,395,612[85] - The company has not purchased, sold, or redeemed any of its listed securities during the six months ending June 30, 2024[88]

Financial Performance - The Group reported a net loss of approximately HK$25.7 million for the year ended 31 December 2023, a decrease from HK$27.8 million in 2022[13]. - Basic and diluted loss per share for continuing operations was approximately HK$0.044, down from HK$0.057 in 2022[13]. - Overall operating costs decreased by approximately HK$2.2 million, contributing to the reduction in net loss[13]. - The Group's continuing operations recorded revenue of approximately HK$18.9 million in 2023, an increase from approximately HK$18.2 million in 2022, while the loss attributable to owners decreased to approximately HK$25.7 million from HK$27.8 million[41]. - The net loss attributable to equity holders for the year was approximately HK$25,700,000, a decrease from HK$27,800,000 in 2022, primarily due to a reduction in overall operating costs of approximately HK$2,200,000[45]. Revenue Breakdown - The financial services business generated revenue of approximately HK$11.4 million, with a segment profit of approximately HK$3.3 million, compared to revenue of HK$11.9 million and segment profit of HK$2.3 million in 2022[14]. - Corporate financial advisory services revenue increased to approximately HK$8.4 million, representing about 44.4% of the Group's total revenue, up from HK$5.2 million in 2022[15]. - The corporate consulting business recorded revenue of approximately HK$4.0 million in 2023, down from HK$4.7 million in 2022, but segment profit increased to approximately HK$2.3 million from HK$1.9 million[21][25]. - The digital business generated revenue of approximately HK$3.5 million in 2023, significantly up from HK$1.6 million in 2022, although it incurred a segment loss of approximately HK$3.5 million compared to a loss of HK$2.5 million in the previous year[23][26]. Loans and Interest Income - Loans receivable amounted to approximately HK$5.2 million as of 31 December 2023, an increase from HK$4.7 million in 2022[20]. - Interest income from loans receivable was approximately HK$0.5 million for the year ended 31 December 2023, down from HK$0.6 million in 2022[20]. - Individual loans receivable accounted for approximately 61.7% of total gross loans receivable, down from 78.5% in 2022, while corporate loans accounted for approximately 38.3%, up from 21.5%[51]. - The interest rates for individual loans ranged from 8% to 15%, compared to 8% to 12% in 2022, while corporate loans maintained a rate of 12%[51]. - The expected credit loss (ECL) rates for loans receivable ranged from 12.15% to 35.89%, depending on the nature and risk characteristics of the loans[56]. Digital Business and Technology - The Group is engaged in financial services, corporate consulting, and digital business leveraging blockchain and AI technologies[12]. - The Group aims to leverage blockchain technology to develop a comprehensive ecosystem for creators, enhancing their ability to store, manage, and access content on the blockchain[32][34]. - The Group's digital business projects faced delays due to market sentiment issues stemming from the collapse of major cryptocurrency platforms and banks in early 2023[68][72]. - The Group aims to leverage blockchain technology for IP asset management, having acquired NOIZChain in July 2022 to create a digital wallet and metaverse[86]. Corporate Governance and Strategy - The Group expects a significant increase in demand for governance-related services in the corporate consulting sector in the near future[21][25]. - The Group anticipates ongoing demand for corporate governance services from Hong Kong listed issuers due to increased global awareness[93]. - The Group is negotiating for asset management opportunities under the Capital Investment Entrant Scheme (CIES) to enhance financial services performance[88]. - The Group plans to transition to the main organizer of live events in Hong Kong, Macau, and Taiwan, enhancing control over associated IP assets[87]. Financial Position and Capital Structure - As of December 31, 2023, the company recorded cash and bank balances of approximately HK$14.2 million, down from approximately HK$34.8 million in 2022[112]. - The net current assets value as of December 31, 2023, was approximately HK$15.6 million, an increase from approximately HK$10.3 million in 2022[112]. - The company's gearing ratio as of December 31, 2023, was approximately 1.37, compared to approximately 1.08 in 2022, indicating an increase in leverage[113]. - Total interest-bearing debts, including convertible bonds, amounted to approximately HK$77.9 million as of December 31, 2023, down from approximately HK$85.1 million in 2022[113]. Shareholder and Board Information - The board did not recommend the payment of any dividend for the year ended December 31, 2023, consistent with 2022[111]. - Ms. Ng Ka Sim, Casina and Ms. Yeung Mo Sheung, Ann are recommended for re-election as independent non-executive Directors at the AGM[189]. - Mr. Cheung Wai Yin, Wilson resigned as an executive Director effective March 31, 2023[196]. - The Nomination Committee believes that the independent non-executive Directors will continue to contribute positively to the Board[189]. Market and Operational Insights - Several digital business projects have been delayed due to a decline in market sentiment, influenced by the collapse of financial institutions and cryptocurrency exchanges[23][26]. - The Group's largest customer accounted for 21.44% of total sales in 2023, down from 29.55% in 2022[177]. - The total sales from the five largest customers represented 55.55% of the Group's sales in 2023, compared to 53.88% in 2022[177]. - The Group made charitable contributions of approximately HK$39,800 in 2023, a decrease from approximately HK$120,000 in 2022[180].

Financial Performance - The total revenue for the year ended December 31, 2023, was HKD 18,938,000, representing an increase of 4.3% compared to HKD 18,151,000 in 2022[6]. - The loss before tax from continuing operations was HKD 25,732,000, improved from a loss of HKD 30,175,000 in the previous year, indicating a reduction of about 14.4%[6]. - The total comprehensive loss for the year was HKD 25,358,000, compared to HKD 29,682,000 in 2022, reflecting a decrease of approximately 14.5%[8]. - The basic and diluted loss per share from continuing operations was HKD 0.044, compared to HKD 0.057 in 2022, showing an improvement of about 22.8%[8]. - The group reported a net loss of approximately HKD 25,673,000 for the year ending December 31, 2023[16]. - The net loss attributable to equity holders for the year was approximately HKD 25,700,000, a decrease from HKD 27,800,000 in 2022[130]. - The basic and diluted loss per share for continuing operations was approximately HKD 0.044, down from HKD 0.057 in 2022[130]. Revenue Breakdown - Financial services revenue for 2023 was HKD 10,912,000, a decrease of 3.34% from HKD 11,288,000 in 2022[28]. - Corporate consulting revenue decreased by 13.93% to HKD 4,025,000 in 2023 from HKD 4,678,000 in 2022[28]. - Digital business revenue increased significantly by 80.43% to HKD 2,822,000 in 2023 from HKD 1,566,000 in 2022[28]. - The company reported a total segment profit of HKD 2,088,000 for 2023, compared to HKD 1,714,000 in 2022, indicating an increase of 21.83%[31]. - Digital business segment incurred a loss of HKD 3,484,000 in 2023, compared to a loss of HKD 2,516,000 in 2022[31]. - Corporate finance advisory services generated revenue of approximately HKD 8,400,000, representing 44.4% of the group's total revenue, up from HKD 5,200,000 in 2022[131]. - Digital business revenue was approximately HKD 3,500,000 for the year ended December 31, 2023, compared to HKD 1,600,000 in 2022, but incurred a segment loss of HKD 3,500,000, worsening from a loss of HKD 2,500,000 in 2022[143]. Asset and Liability Management - Non-current assets decreased to HKD 27,961,000 from HKD 36,343,000, a decline of approximately 23.0%[10]. - Current assets decreased to HKD 28,752,000 from HKD 42,754,000, representing a decrease of about 32.8%[10]. - The total liabilities decreased to HKD 78,321,000 from HKD 75,601,000, an increase of approximately 3.0%[11]. - The company's equity showed a net loss of HKD 34,804,000, worsening from a loss of HKD 28,935,000 in the previous year[11]. - Total assets decreased to HKD 56,713,000 in 2023 from HKD 79,097,000 in 2022, a decline of 28.29%[32]. - Total liabilities decreased to HKD 91,517,000 in 2023 from HKD 108,032,000 in 2022, a reduction of 15.27%[32]. - The company has unutilized tax losses of approximately HKD 60,710,000 as of December 31, 2023, compared to 49,680,000 HKD in 2022[51]. Strategic Direction - The company plans to continue focusing on financial services, corporate consulting, and digital business as part of its strategic direction moving forward[13]. - The company aims to explore investment opportunities in the U.S. to expand its client base in the financial services sector[156]. - The company plans to become a major organizer of live concerts and events, enhancing its control over related intellectual property assets[154]. - The company recognizes ongoing demand for corporate governance services among Hong Kong listed issuers[157]. Accounting and Compliance - The financial statements were prepared on a going concern basis, supported by a commitment from a convertible bondholder to not demand repayment until the group has sufficient financial resources[16]. - The adoption of new or revised Hong Kong Financial Reporting Standards did not have a significant impact on the group's financial position and performance for the current and prior periods[18]. - The group has implemented changes in accounting policies due to the abolition of the offset mechanism for mandatory provident fund and long service payments, effective from May 1, 2025[21]. - The group continues to assess its liquidity and operational funding needs in light of its financial performance and obligations[16]. - The audit committee has been established, consisting of three independent non-executive directors, ensuring compliance with GEM listing rules[187]. - The audit committee reviewed the group's annual performance for the year ending December 31, 2023, confirming adherence to applicable accounting standards and regulations[187]. Convertible Bonds and Financing - The total value of convertible bonds decreased from HKD 85,110,000 in 2022 to HKD 77,931,000 in 2023, with the 2023 convertible bond valued at HKD 7,717,000[88]. - The company issued convertible bonds amounting to HKD 91,000,000 to Hui Long on November 14, 2022, to settle outstanding debts[102]. - The conversion price for HKD 55,000,000 of the 2022 convertible bonds is HKD 0.90 per share until August 12, 2023, and HKD 0.186 thereafter[102]. - The company issued an additional convertible bond of HKD 10,000,000 on July 14, 2023, with a conversion price of HKD 0.108 per share[106]. - The total interest expense for the convertible bonds was HKD 1,133,000 for the year 2023, down from HKD 8,211,000 in 2022[101]. Human Resources - The company employed 18 staff members as of December 31, 2023, down from 29 in 2022, with a competitive compensation policy in place[178]. Legal and Regulatory Compliance - The company has not faced any significant legal or regulatory violations that impacted its business operations during the year[185]. - The annual report for the year ending December 31, 2023, will be published by April 30, 2024, covering all information required by GEM listing rules[190].

Financial Performance - For the three months ended September 30, 2023, the revenue was HKD 2,274,000, a decrease of 65.3% compared to HKD 6,568,000 in the same period of 2022[9] - For the nine months ended September 30, 2023, the revenue was HKD 7,305,000, down 53.0% from HKD 15,540,000 in the same period of 2022[9] - For the nine months ended September 30, 2023, total revenue from financial services was HKD 2,558,000, a decrease of 75.5% compared to HKD 10,383,000 for the same period in 2022[21] - The corporate consulting business generated revenue of HKD 3,142,000 for the nine months ended September 30, 2023, down from HKD 3,835,000 in the previous year, reflecting a decline of 18.1%[21] - Digital business revenue for the nine months ended September 30, 2023, increased to HKD 1,219,000 from HKD 825,000 in 2022, marking a growth of 47.7%[21] - The group recorded a revenue of approximately HKD 7,300,000 for the nine months ended September 30, 2023, down from HKD 15,500,000 for the same period in 2022[89] - The financial services segment generated revenue of approximately HKD 2,900,000, a significant decrease from HKD 10,900,000 in the prior year, resulting in a segment loss of HKD 1,000,000[90] Loss and Expenses - The loss before tax for the nine months ended September 30, 2023, was HKD 20,835,000, compared to a loss of HKD 17,727,000 in the same period of 2022, representing an increase in loss of 17.8%[9] - The total comprehensive loss attributable to equity holders for the nine months ended September 30, 2023, was HKD 21,153,000, compared to HKD 16,736,000 in the same period of 2022, reflecting a 26.5% increase in loss[9] - The basic and diluted loss per share for the nine months ended September 30, 2023, was HKD 3.71, compared to HKD 3.27 in the same period of 2022, indicating a 13.5% increase in loss per share[10] - The total comprehensive loss for the nine months ended September 30, 2023, was HKD 21,153,000, compared to a loss of HKD 16,736,000 for the same period in 2022[15] - For the three months ended September 30, 2023, the company reported a loss attributable to owners of the company from continuing operations of HKD 7,423,000, compared to a loss of HKD 6,281,000 for the same period in 2022, representing an increase of 18.2%[43] - For the nine months ended September 30, 2023, the total loss attributable to owners of the company was HKD 21,153,000, compared to HKD 16,736,000 for the same period in 2022, indicating a 26.5% increase[43] Assets and Liabilities - Non-current assets as of September 30, 2023, totaled HKD 30,474,000, a decrease of 16.1% from HKD 36,343,000 as of December 31, 2022[12] - Current assets as of September 30, 2023, were HKD 23,124,000, down 46.1% from HKD 42,754,000 as of December 31, 2022[12] - Current liabilities as of September 30, 2023, totaled HKD 8,836,000, a significant decrease of 72.7% from HKD 32,431,000 as of December 31, 2022[12] - The total liabilities and equity as of September 30, 2023, were HKD 29,762,000, reflecting a net liability position[13] - The total assets decreased to HKD 53,598,000 as of September 30, 2023, down from HKD 79,097,000 at the end of 2022[26] - The total liabilities also decreased to HKD 84,195,000 from HKD 108,032,000 in the previous year[26] Share Capital and Equity - The company issued new shares resulting in an increase in share capital to HKD 60,440,000 as of September 30, 2023, from HKD 56,673,000 at the beginning of the year[15] - The company's equity as of September 30, 2023, was reported at HKD 60,440,000, up from HKD 56,673,000 at the beginning of the year[15] - The total issued and paid-up share capital increased to 604,396,000 shares as of September 30, 2023, up from 566,729,000 shares at the end of 2022[78] - The weighted average number of ordinary shares for the nine months ended September 30, 2023, was 570,883,000 shares, an increase from 511,521,000 shares for the same period in 2022[44] Business Segments - The company has three reportable segments: financial services, corporate consulting, and digital business, with distinct strategies for each[24] - The financial services segment includes securities brokerage, corporate finance advisory, asset management, and lending services[24] - The digital business segment incurred a loss of HKD 2,530,000, compared to a loss of HKD 1,133,000 in the same period last year[25] - The corporate consulting business recorded revenue of approximately HKD 3,100,000 for the nine months ended September 30, 2023, down from HKD 3,800,000 for the same period in 2022, while segment profit increased to HKD 2,100,000 from HKD 1,600,000[95] - Digital business revenue reached approximately HKD 1,200,000 for the nine months ended September 30, 2023, compared to HKD 800,000 for the same period in 2022, but incurred a segment loss of HKD 2,500,000, up from a loss of HKD 1,100,000 in 2022[96] Cash Flow and Financing - Cash and cash equivalents in general accounts decreased to HKD 8,958,000 as of September 30, 2023, from HKD 23,031,000 as of December 31, 2022[65] - The company reported trade receivables of HKD 3,311,000 as of September 30, 2023, down from HKD 6,280,000 as of December 31, 2022, with a provision for impairment losses of HKD 900,000[56] - The total amount of loans receivable and interest as of September 30, 2023, is HKD 5,246,000, an increase from HKD 4,789,000 as of December 31, 2022[59] - The company recorded a reversal of impairment losses of HKD 734,000 for the nine months ended September 30, 2023, compared to HKD 814,000 for the year ended December 31, 2022[60] - The company has no collateral held against loans receivable as of September 30, 2023[60] Corporate Governance and Compliance - The company has adhered to the principles of the GEM Listing Rules Corporate Governance Code, with the exception of the deviation regarding the roles of the Chairman and CEO being held by the same individual[145][146] - The Audit Committee, consisting of three independent non-executive directors, has reviewed the unaudited consolidated results for the nine months ended September 30, 2023, ensuring compliance with applicable accounting standards and GEM Listing Rules[149] Future Plans and Strategies - The company plans to expand its business into blockchain, artificial intelligence, and immersive interactive technologies, targeting individual users, creators, artists, and brand owners[80] - The group plans to explore business diversification into other regions, such as the United States, to expand its client base amid a deteriorating financial market in Hong Kong[103] - The group aims to leverage blockchain technology to develop a comprehensive ecosystem for creators, enhancing security, efficiency, and cost reduction[101] - The group anticipates hosting various concerts and events in 2024, utilizing new technologies to enhance audience experiences[100] Miscellaneous - The company did not declare or pay any dividends for the nine months ended September 30, 2023, consistent with the same period in 2022[42] - The company has not established any arrangements for directors and senior management to benefit from acquiring shares or debt securities during the nine months ended September 30, 2023[138] - There were no significant acquisitions or disposals during the nine months ending September 30, 2023[126]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部 份內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 NOIZ GROUP LIMITED 聲 揚 集 團 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：8163） 截至2023年9月30日止九個月 未經審核第三季度業績公告 聲揚集團有限公司（「本公司」）董事（「董事」）會謹此宣佈，本公司及其附屬公司截至 2023年9月30日止九個月的未經審核簡明綜合季度業績（「第三季度業績」）。本公告 列載本公司2023年的第三季度業績全文，乃符合香港聯合交易所有限公司（「聯交 所」）GEM證券上市規則（「GEM上市規則」）中有關第三季業績初步公告附載的資料 之相關要求。 承董事會命 聲揚集團有限公司 主席兼行政總裁 王顯碩 香港，2023年11月14日 於本公告發表日期，執行董事為王顯碩先生（主席兼行政總裁）及曾桂萍女士；而獨 立非執行董事為吳嘉善女士及黃永傑先生及楊慕嫦女士。 ...

Financial Performance - For the six months ended June 30, 2023, the company reported revenue of HKD 5,031,000, a decrease of 43.5% compared to HKD 8,972,000 for the same period in 2022[10] - The company incurred a loss before tax of HKD 13,417,000 for the six months ended June 30, 2023, compared to a loss of HKD 12,129,000 for the same period in 2022, representing an increase in loss of 10.6%[10] - The total comprehensive loss for the six months ended June 30, 2023, was HKD 13,730,000, slightly higher than the loss of HKD 13,251,000 for the same period in 2022, indicating a 3.6% increase in total loss[10] - The company's basic and diluted loss per share from continuing operations for the six months ended June 30, 2023, was HKD 2.42, compared to HKD 2.63 for the same period in 2022, reflecting a decrease of 7.9%[11] - The net loss attributable to equity holders for the six months ended June 30, 2023, was HKD 13,730,000, compared to a loss of HKD 13,251,000 for the same period in 2022, indicating a slight increase in losses of about 3.6%[16] - Total revenue for the six months ended June 30, 2023, was HKD 5,031,000, a decrease of 44.5% compared to HKD 8,972,000 for the same period in 2022[28] - The financial services segment generated revenue of HKD 2,343,000, down 62.9% from HKD 6,327,000 in the previous year[28] - The digital business reported a loss of HKD 2,333,000, contributing to an overall loss before tax from continuing operations of HKD 13,417,000[28] Assets and Liabilities - As of June 30, 2023, the company's total assets amounted to HKD 58,959,000, down from HKD 79,097,000 as of December 31, 2022, indicating a decrease of 25.5%[13] - The company's current liabilities decreased to HKD 22,664,000 as of June 30, 2023, from HKD 32,431,000 as of December 31, 2022, representing a reduction of 30.1%[13] - Non-current assets decreased to HKD 32,827,000 as of June 30, 2023, from HKD 36,343,000 as of December 31, 2022, indicating a decline of 9.1%[13] - The total equity attributable to equity holders as of June 30, 2023, was HKD (42,665,000), a decrease from HKD (28,935,000) as of December 31, 2022, representing a decline of approximately 47.5%[14] - The company's total liabilities decreased to HKD 101,624,000 from HKD 108,032,000, a reduction of 5.2%[30] - As of June 30, 2023, the total non-current liabilities amounted to HKD 78,960,000, an increase from HKD 75,601,000 as of December 31, 2022, representing a growth of approximately 4.2%[14] Cash Flow and Financing - The total cash and cash equivalents decreased by HKD 11,541,000 during the six months ended June 30, 2023, compared to a decrease of HKD 12,674,000 in the same period of 2022, showing a reduction in cash outflow of approximately 8.9%[18] - Operating cash flow for the six months ended June 30, 2023, was a net outflow of HKD 9,335,000, compared to a net outflow of HKD 7,918,000 in 2022, indicating a worsening cash flow situation[18] - The interest expense for convertible bonds decreased significantly to HKD 6,275,000 in the first half of 2023, down from HKD 13,319,000 in the same period of 2022, indicating a reduction of about 52.8%[20] - The company issued convertible bonds totaling HKD 91,000,000 to settle outstanding debts with Huylong International Holdings Limited, demonstrating a strategic financial maneuver[74] Business Segments and Strategy - The company has three reportable segments: financial services, corporate consulting, and digital business, with distinct strategies for each segment[27] - The company is actively exploring new product development and technological advancements to enhance its service offerings in the fintech and blockchain sectors[10] - The company has expanded its business into digital platforms, including blockchain-as-a-service, allowing enterprises to manage and develop applications without maintaining their own blockchain environment[79] - The company plans to expand its customer base and enhance its corporate financing advisory, asset management, and lending services in the financial services sector[103] - The company has successfully entered the entertainment business through its subsidiary NOIZ Entertainment Limited, hosting several concerts in Hong Kong and Macau[101] Future Outlook - The company has not provided specific guidance for future performance but continues to focus on its core business areas and potential market expansion opportunities[10] - The company provided an optimistic outlook, projecting a revenue growth of 20% for the second half of 2023, driven by new product launches and market expansion[147] - A strategic acquisition of a local fintech startup is expected to be finalized by Q4 2023, which will enhance the company's service offerings[147] - The company is planning to expand its market presence in Southeast Asia, targeting a 10% market share by the end of 2024[147] Corporate Governance - The company has complied with the GEM Listing Rules and has established an audit committee consisting of three independent non-executive directors[143] - The chairman and CEO, Wang Xianshuo, currently holds both positions, which deviates from the corporate governance code requiring separation of these roles[142] - The audit committee has reviewed the unaudited condensed consolidated interim results for the six months ended June 30, 2023, ensuring compliance with applicable accounting standards and GEM Listing Rules[145] - The company has applied the principles of the corporate governance code and has adhered to all applicable code provisions, with some deviations noted[141] Employee and Shareholder Information - The group employed 27 staff members as of June 30, 2023, a decrease from 29 as of December 31, 2022[122] - The largest shareholder, Mr. Wang Xianshuo, holds 391,414,998 shares, representing 69.07% of the total issued share capital as of June 30, 2023[130] - As of June 30, 2023, the major shareholder, Huilang, holds 254,659,498 shares, representing approximately 69.07% of the total issued share capital of 566,728,946 shares[133] Investment and Acquisitions - The company completed the acquisition of NOIZChain Limited for a total consideration of approximately HKD 15,133,000, paid through the issuance of 66,666,663 shares at an issue price of HKD 0.227 per share[79] - The group completed the acquisition of NOIZ on July 4, 2022, to diversify into blockchain, AI, and immersive interactive technologies[94] - The company has established a put option for the acquired shares, allowing the buyer to require the sellers to repurchase the shares under certain conditions, adding a layer of financial security to the acquisition[82]