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Fire Rock Holdings Limited M&A Activity 2021

Jan 8, 2021

50258_rns_2021-01-08_70344791-5df5-4676-a7aa-020000a042eb.pdf

M&A Activity

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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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(Stock Code: 1909)

EXTENSION OF LONG STOP DATE AND SUPPLEMENTAL AGREEMENT IN RELATION TO THE PROPOSED ACQUISITION OF 100% EQUITY INTEREST IN TAK SHING INTERNATIONAL HOLDINGS LIMITED

Reference is made to the announcements of Fire Rock Holdings Limited (the ‘‘Company’’) dated 18 November 2020, 8 December 2020 and 23 December 2020 in relation to, among other things, the very substantial acquisition in relation to the proposed Acquisition of 100% equity interest in Tak Shing International Holdings Limited and the continuing connected transaction in relation to the entering into of the Contractual Arrangements and the delays in dispatch of circular (the ‘‘Announcements’’). Unless otherwise stated, capitalised terms and expressions used herein shall have the same meanings as those defined in the Announcements.

Pursuant to the Sale and Purchase Agreement, it was agreed by the parties that in the event that the conditions precedent to the Sale and Purchase Agreement are not fulfilled or waived by the Long Stop Date or such later date as agreed in writing between the parties to the Sale and Purchase Agreement, the Sale and Purchase Agreement shall be terminated and the parties shall cease to have any obligations thereunder save for any antecedent breach.

The Board announces that on 8 January 2021 (after trading hours), the Company entered into a supplemental agreement to the Sale and Purchase Agreement with the Vendors and the Guarantors, whereby the parties have agreed to amend the Sale and Purchase Agreement to the effect that the Long Stop Date be extended from 18 January 2021 to 31 March 2021 (or such later date as may be agreed among the Company, the Vendors and the Guarantors).

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Save as disclosed above, all other terms and conditions of the Sale and Purchase Agreement (as amended and supplemented by the Supplemental Agreement) shall remain unchanged and continue in full force and effect.

By Order of the Board Fire Rock Holdings Limited Huang Yong Executive Director and CEO

Hong Kong, 8 January 2021

As at the date of this announcement, the executive Directors are Mr. Huang Yong, Mr. Zhou Kun and Mr. Su Yi; the non-executive directors are Mr. Zhang Yan and Ms. Yang Kan and the independent non-executive Directors are Mr. Chan King Fai, Mr. Chen Di and Mr. Yang Zhen.

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