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.

This announcement appears for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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)

COMPLETION OF PLACING

The Board is pleased to announce that the conditions set out in the Placing Agreement have been fulfilled and completion of the Placing took place on 20 July 2017 in accordance with the terms and conditions of the Placing Agreement.

An aggregate of 320,000,000 Placing Shares, representing approximately 19.75% of the issued share capital of the Company as at the date of this announcement, have been successfully placed to not less than six Placees who and whose ultimate beneficial owners are Independent Third Parties. The Company received net proceeds of approximately HK$24.90 million from the Placing.

Reference is made to the announcement of Merdeka Financial Services Group Limited (the "Company") dated 19 June 2017 and 7 July 2017 (the "Announcements") in relation to, inter alia, the proposed Placing of new Shares under General Mandate. Terms used herein shall have the same meanings as defined in the Announcements unless defined otherwise.

The Board is pleased to announce that the conditions set out in the Placing Agreement, as supplemented by the Supplement Agreement (the "Placing Agreement") have been fulfilled and completion of the Placing took place on 20 July 2017 in accordance with the terms and conditions of the Placing Agreement. An aggregate of 320,000,000 Placing Shares, representing approximately 19.75% of the issued share capital of the Company as at the date of this announcement, have been successfully placed to not less than six Placees at the Placing Price of HK$0.081 per Placing Share.

To the best of the Director's knowledge, information and belief having made all reasonable enquiries, (i) each of the Placees and where appropriate, their respective ultimate beneficial owners, is an Independent Third Party; and (ii) none of the Placees becomes a substantial shareholder of the Company upon completion of the Placing. The net proceeds from the Placing are approximately HK$ 24.90 million.

* for identification purposes only

EFFECTS ON SHAREHOLDING STRUCTURE

The table below set out the changes to the shareholding structure of the Company as a result of completion of the Placing:

Shareholders Immediately before the Placing Immediately After the Placing

Number of

Shares

Approximate

%

Number of

Shares

Approximate

%

Cheung Wai Yin, Wilson

98,995,314

6.11

98,995,314

5.10

(note 1)

Lau Chi Yan, Pierre (note 2)

3,984,375

0.25

3,984,375

0.21

The Placees

-

-

320,000,000

16.49

Other public Shareholders

1,517,114,463

93.64

1,517,114,463

78.20

Total

1,620,094,152

100.00

1,940,094,152

100.00

Notes:

  1. The interests disclosed include 98,437,500 Shares held by Ivana Investments Limited, 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). The remaining 557,814 Shares are held by Mr. Cheung Wai Yin, Wilson personally.

  2. Mr. Lau Chi Yan, Pierre is the Managing Director of the Company.

By Order of the Board of

MERDEKA FINANCIAL SERVICES GROUP LIMITED Cheung Wai Yin, Wilson

Chairman and Chief Executive Officer

Hong Kong, 20 July 2017

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.

Merdeka Financial Services Group Limited published this content on 20 July 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 20 July 2017 11:23:06 UTC.

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