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Fire Rock Holdings Limited Proxy Solicitation & Information Statement 2025
50258_rns_2025-04-24_f6b861e3-2d48-4662-807c-9836461f0765.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Fire Rock Holdings Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
火岩控股
FIRE ROCK HOLDINGS
火岩控股有限公司
FIRE ROCK HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1909)
PROPOSED GRANT OF GENERAL MANDATES
TO ISSUE AND REPURCHASE SHARES;
PROPOSED RE-ELECTION OF DIRECTORS;
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company (the "AGM") to be held at 20 Science Park Road, #02-25 Teletech Park, Singapore 117674 on 30 May 2025 at 3:00 p.m. is set out on pages 15 to 19 of this circular.
A form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the AGM, you are requested to complete, sign and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM (or any adjournment thereof).
Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM (or any adjournment thereof) should you so wish.
Hong Kong, 25 April 2025
CONTENTS
Pages
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I — EXPLANATORY STATEMENT ... 8
APPENDIX II — PARTICULARS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM 12
NOTICE OF ANNUAL GENERAL MEETING ... 15
- i -
DEFINITIONS
In this circular, unless otherwise defined or the context otherwise requires, the following expressions have the following meanings:
"AGM"
the annual general meeting of the Company to be convened and held at 20 Science Park Road, #02-25 Teletech Park, Singapore 117674 on Friday, 30 May 2025 at 3:00 p.m., notice of which is set out on pages 15 to 19 of this circular, and any adjournment thereof
"Article(s)" or "Articles of Association"
the articles of association of the Company as amended and restated, supplemented or modified from time to time
"associate(s)" and "close associate(s)"
has the meaning ascribed to it under the Listing Rules
"Board"
the board of Directors
"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC
"Companies Act"
the Companies Act (as revised) of the Cayman Islands
"Company"
Fire Rock Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange
"connected person(s)" and "core connected person(s)"
has the meaning ascribed to it under the Listing Rules
"controlling shareholder"
has the meaning ascribed to it under the Listing Rules
"Director(s)"
the director(s) of the Company
"Extension Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the AGM to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"HKSCC"
Hong Kong Securities Clearing Company Limited
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
- 1 -
DEFINITIONS
"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to allot, issue or otherwise deal with new Shares (including any sale and transfer of Treasury Shares) up to a maximum of 20% of the aggregate number of Shares in issue (excluding Treasury Shares) as at the date of passing the relevant resolution
"Latest Practicable Date"
17 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time
"Remuneration Committee"
the remuneration committee of the Board
"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the AGM to enable them during the relevant period to repurchase Shares not exceeding 10% of the aggregate number of Shares in issue (excluding Treasury Shares) as at the date of passing the relevant resolution
"Retiring Directors"
the Directors retiring at the AGM and, being eligible, offering themselves for re-election at the AGM in accordance with the Articles of Association
"S$"
Singapore dollars, the lawful currency of the Republic of Singapore
"SFO"
the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
"Share Registrar"
Tricor Investor Services Limited, being the branch share registrar and transfer office of the Company in Hong Kong, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong
"Shareholder(s)"
holder(s) of the Share(s)
"Shares"
ordinary shares of nominal value of 1.67 Hong Kong cents (rounded to two decimals) each in the share capital of the Company which include Treasury Share(s), if any, and the holders of Treasury Shares have no voting rights at the general meeting(s) of the Company
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
- 2 -
- 3 -
DEFINITIONS
"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission in Hong Kong, as amended, supplemented or modified from time to time
"Treasury Shares"
treasury shares of the Company and shall have the meaning ascribed to this term under the Listing Rules
"%"
per cent
LETTER FROM THE BOARD
火岩控股
FIRE ROCK HOLDINGS
火岩控股有限公司
FIRE ROCK HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1909)
Executive Directors:
Mr. Zhou Zhiwei (Chief Executive Officer)
Mr. Gao Bo
Ms. Wong Yan
Mr. Victor Koa Jun Wei
Registered Office:
Windward 3, Regatta Office Park
PO Box 1350
Grand Cayman KY1-1108
Cayman Islands
Independent Non-executive Directors:
Mr. Tam Chik Ngai Ambrose
Ms. Chow Woon San Shirley
Mr. Lok Tze Bong
Principal place of business in Hong Kong:
2201-2203, 22/F
World-Wide House Central
Hong Kong
25 April 2025
To the Shareholders
Dear Sir or Madam,
PROPOSED GRANT OF GENERAL MANDATES
TO ISSUE AND REPURCHASE SHARES;
PROPOSED RE-ELECTION OF DIRECTORS;
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information in respect of certain resolutions to be proposed at the AGM including (i) the re-election of Directors; and (ii) the granting of the Issue Mandate and the Repurchase Mandate to the Directors.
- 4 -
LETTER FROM THE BOARD
PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES
Pursuant to the resolutions passed by all Shareholders at the annual general meeting of the Company on 24 May 2024, the Directors were granted (a) a general unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the aggregate number of Shares in issue; (b) a general unconditional mandate to repurchase Shares not exceeding 10% of the aggregate number of Shares in issue; and (c) the power to extend the general mandate mentioned in (a) above by an amount representing the aggregate number of Shares repurchased by the Company pursuant to the mandate to repurchase Shares referred to in (b) above.
The above general mandates have already expired. At the AGM, the following resolutions, among other matters, will be proposed:
(a) to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with the Shares (including any sale and transfer of Treasury Shares) up to a maximum of 20% of the aggregate number of Shares in issue (excluding Treasury Shares) on the date of passing of such resolution;
(b) to grant the Repurchase Mandate to the Directors to enable them to repurchase the Shares up to a maximum of 10% of the aggregate number of Shares in issue (excluding Treasury Shares) on the date of passing of such resolution; and
(c) to grant the Extension Mandate to the Directors to increase the total number of Shares which may be allotted and issued under the Issue Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.
Each of the Issue Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (i) the conclusion of the next annual general meeting of the Company following the AGM; (ii) the expiration of the period within which the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to hold its next annual general meeting; or (iii) the passing of an ordinary resolution by the Shareholders in general meeting varying or revoking the authority given to the Directors.
Under the Listing Rules, the Company is required to give the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the AGM. An explanatory statement for such purpose is set out in Appendix I to this circular.
LETTER FROM THE BOARD
RE-ELECTION OF THE RETIRING DIRECTORS
The Board currently consists of seven Directors. The executive Directors are Mr. Zhou Zhiwei, Mr. Gao Bo, Ms. Wong Yan and Mr. Victor Koa Jun Wei; and the independent non-executive Directors are Mr. Tam Chik Ngai Ambrose, Ms. Chow Woon San Shirley and Mr. Lok Tze Bong.
In accordance with Article 108 of the Articles of Association, Mr. Gao Bo and Ms. Chow Woon San Shirley will retire from office by rotation at the AGM and, being eligible, will offer themselves for re-election at the AGM.
Mr. Victor Koa Jun Wei was appointed as an executive Director with effect from 1 March 2025. Pursuant to Article 112 of the Articles of Association, Mr. Victor Koa Jun Wei will hold office only until the AGM and will then be eligible for re-election as an executive Director at the AGM.
Particulars of each of the Retiring Directors proposed to be re-elected at the AGM which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Tuesday, 27 May 2025 to Friday, 30 May 2025, both days inclusive, during which period no transfer of Shares can be registered. In order to qualify for attending and voting at the AGM, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Share Registrar for registration not later than 4:30p.m. on Monday, 26 May 2025.
AGM
A notice of the AGM is set out on pages 15 to 19 of this circular.
At the AGM, resolutions will be proposed to the Shareholders to consider and approve, inter alia, (i) the re-election of the Retiring Directors; and (ii) the grant to the Directors the Issue Mandate, the Repurchase Mandate and the Extension Mandate.
A form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the AGM, you are requested to complete, sign and return the accompanying form of proxy in accordance with the instructions printed thereon to the Share Registrar as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM (or any adjournment thereof).
Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM (or any adjournment thereof) should you so wish.
LETTER FROM THE BOARD
VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions put to vote at the AGM will be decided by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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 circular 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 misleading.
RECOMMENDATION
The Directors consider that the proposed resolutions set out in the notice of the AGM including (i) the grant to the Directors the Issue Mandate, the Repurchase Mandate and the Extension Mandate; and (ii) the re-election of the Retiring Directors, are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
GENERAL
Your attention is also drawn to the additional information set out in the appendices to this circular.
MISCELLANEOUS
This circular is prepared in both English and Chinese. In case of any inconsistency, the English version of this circular shall prevail.
By order of the Board of
Fire Rock Holdings Limited
Wong Yan
Executive Director
- 7 -
APPENDIX I
EXPLANATORY STATEMENT
The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.
PROVISIONS OF THE LISTING RULES
The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarised below.
SHARE CAPITAL
As at the Latest Practicable Date, there were a total of 192,000,000 Shares in issue. The Repurchase Mandate will enable the Directors to repurchase the Shares up to a maximum of 10% of the aggregate number of Shares in issue (excluding Treasury Shares) on the date of passing the relevant ordinary resolution at the AGM. Subject to the passing of the proposed resolution granting the Repurchase Mandate and assuming that no further Shares will be issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 19,200,000 Shares.
The Board notes that with effect from 11 June 2024, the Listing Rules were amended to remove the requirement to cancel repurchased shares, allow repurchased shares to be held in treasury, and to adopt a framework to govern the resale of treasury shares. In view of the changes to the Listing Rules, if the Company purchases any Shares pursuant to the Repurchase Mandate, the Company may cancel such repurchased Shares or hold them as Treasury Shares for subsequent sale or transfer subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
To the extent that any Treasury Shares are deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company's own name as Treasury Shares. These measures may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to HKSCC to vote at general meetings for Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions.
APPENDIX I
EXPLANATORY STATEMENT
FUNDING OF REPURCHASE
Repurchases must be funded out of funds legally available for the purpose in accordance with the Articles of Association, the Listing Rules and the laws of the Cayman Islands. A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, any repurchases by the Company may be made out of profits of the Company, out of the Company's share premium account, out of proceeds of a new issue of Shares made for the purpose of the repurchase or, if authorised by the Articles of Association and subject to the Companies Act, out of capital. Any amount of premium payable on the purchase over the par value of the Shares to be repurchased must be paid out of profits of the Company or from sums standing to the credit of the Company's share premium account or, if authorised by the Articles of Association and subject to the Companies Act, out of capital.
REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders for the Directors to have a general authority from the Shareholders to enable the Company to repurchase Shares in the market. When exercising the Repurchase Mandate, the Directors may, subject to market conditions and the Group's capital management needs at the relevant time of the repurchase, resolve to cancel the Shares repurchased following settlement of any such repurchase or hold them as Treasury Shares. Shares repurchased for cancellation may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and its subsidiaries and/or the earnings per Share. On the other hand, Shares repurchased and held by the Company as Treasury Shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Articles, and the laws of the Cayman Islands. Repurchases under the Repurchase Mandate will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.
EFFECT OF EXERCISING THE REPURCHASE MANDATE
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the most recent published audited accounts) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company and its subsidiaries or the gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company and its subsidiaries.
APPENDIX I
EXPLANATORY STATEMENT
CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) currently intends to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.
No core connected person (as defined in the Listing Rules) has notified the Company that he/she/it has a present intention to sell Shares to the Company, or has undertaken not to do so if the Repurchase Mandate is approved by the Shareholders.
IMPLICATION UNDER THE TAKEOVERS CODE AND MINIMUM PUBLIC FLOAT
If, as a result of a shares repurchase, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), may obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code as a result of any such increase.
As at the Latest Practicable Date and insofar the Directors are aware of, the controlling shareholders owned 78,340,000 Shares, representing approximately 40.80% of the issued share capital of the Company. In the event that the Repurchase Mandate was exercised in full, the interest of controlling shareholders in the Company will be increased to approximately 45.34% which will give rise to obligation on the controlling shareholders to make a mandatory offer under Rule 26 and Rule 32 of the Takeovers Code as a result of the exercise of the Repurchase Mandate. Save as aforesaid, the Directors are not presently aware of any consequences which would arise under the Takeovers Code as a consequence of the exercise of the Repurchase Mandate in full.
The Directors have no intention to exercise the Repurchase Mandate to such extent that will result in the number of Shares in hands of public falling below the prescribed minimum percentage of 25%.
SHARE REPURCHASE MADE BY THE COMPANY
The Company had not purchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
- 10 -
APPENDIX I
EXPLANATORY STATEMENT
SHARE PRICES
The monthly highest and lowest closing prices at which the Shares traded on the Stock Exchange during each of the previous twelve months and up to the Latest Practicable Date, were as follows:
| Month | Price per Share | |
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| 2024 | ||
| April | 0.156 | 0.128 |
| May | 0.178 | 0.133 |
| June | 0.139 | 0.130 |
| July | 0.135 | 0.128 |
| August | 0.137 | 0.125 |
| September | 0.137 | 0.125 |
| October | 0.212 | 0.136 |
| November | 0.149 | 0.132 |
| December | 0.135 | 0.128 |
| 2025 | ||
| January | 0.140 | 0.105 |
| February | 0.136 | 0.105 |
| March^{(Note)} | 2.44 | 1.88 |
| April (up to the Latest Practicable Date) | 1.95 | 1.57 |
Note: The price per Share had been adjusted as a result of the share consolidation of every twenty (20) issued and unissued existing shares of par value of one-twelfth Hong Kong cent each in the share capital of the Company into one (1) consolidated share of par value of 1.67 Hong Kong cents (rounded to two decimals), which became effective on 31 March 2025.
UNDERTAKING
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
The Company confirms that the explanatory statement set out in this Appendix contains the information required under Rule 10.06(1)(b) of the Listing Rules and that neither the explanatory statement nor the Repurchase Mandate has unusual features.
APPENDIX II
PARTICULARS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM
The particulars of Directors who are subject to re-election at the AGM and which are required to be disclosed under the Listing Rules are set out below:
EXECUTIVE DIRECTORS
Mr. Victor Koa Jun Wei
Mr. Victor Koa Jun Wei, aged 30, is the chief technology officer of the Company and an executive Director.
Mr. Koa obtained a diploma in financial informatics from Ngee Ann Polytechnic and a bachelor of science degree in computer science in real-time interactive simulation from Digipen Institute of Technology. He has extensive experience in software engineering and design, game development, system architecture and real-time programming.
Since April 2022, Mr. Koa has served as the tech lead of Firerock Capital Pte Ltd., being a subsidiary of the Company, and is mainly responsible for overseeing game development, designing and implementing core systems and fixing critical errors and bugs. From July 2020 to June 2022, Mr. Koa served as the tech lead/design lead of IronHeart Studios, where he was mainly responsible for the development of a farming simulation game and the designing and coding of core systems. From January 2021 to July 2021, Mr. Koa served as a machine learning engineer/unity programmer of One Unify. From September 2018 to December 2019, Mr. Koa served as a teaching assistant at Digipen Institute of Technology.
Mr. Koa has entered into a letter of appointment with the Company for a term of 3 years commencing from 1 March 2025 until terminated by either party by giving at least 3 months' notice. Mr. Koa is subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Koa is not entitled to any remuneration in his capacity as an executive Director but is entitled to a salary of S$12,000 per month as the chief technology officer of the Company, which was determined by the Board after considering the recommendation of the Remuneration Committee with reference to Mr. Koa's relevant experience and qualifications, his duties and responsibilities with the Company and the prevailing market conditions.
Save as disclosed above, Mr. Koa has not held any directorships in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the three years preceding the Latest Practicable Date, has not held any other position in any members of the Group, does not have any other major appointments and professional qualifications, and has no other relationship with any Director, senior management, substantial Shareholders of the Company. As at the Latest Practicable Date, Mr. Koa has no interest in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there are no matters concerning Mr. Koa that need to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor any other matters that are required to be brought to the attention of the Shareholders.
APPENDIX II
PARTICULARS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM
Mr. Gao Bo
Mr. Gao Bo, aged 38, is an executive Director.
Mr. Gao graduated from Nanyang Technological University in Singapore in June 2010 with a bachelor's degree in electrical and electronic engineering. He obtained a master's degree in business administration from Singapore Management University in January 2016.
Mr. Gao has more than 15 years of experience in investment management and telecommunications. Since October 2022, he acted as an investment director of Firerock Capital Pte. Ltd., which is a subsidiary of the Company, and is mainly responsible for group investment decision and management. From January 2017 to September 2022, Mr. Gao worked at Nanshan Group Singapore Co., Pte. Ltd. with his last position as investment manager, where he was mainly engaged in investment business segment development. From June 2015 to January 2017, Mr. Gao worked at Kimberly-Clark Asia-Pacific with his last position as financial planning analyst. From 2011 to 2014, Mr. Gao worked at Huawei International Pte. Ltd. with his last position as core network engineer.
Mr. Gao has entered into a letter of appointment with the Company for a term of 3 years commencing from 31 March 2023 until terminated by either party by giving at least 3 months' notice. Mr. Gao is subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Gao is entitled to a director's fee of $12,000 per month, which was determined by the Board after considering the recommendation of the Remuneration Committee with reference to Mr. Gao's relevant experience and qualifications, his duties and responsibilities with the Company and the prevailing market conditions.
Save as disclosed above, Mr. Gao has not held any directorships in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the three years preceding the Latest Practicable Date, has not held any other position in any members of the Group, does not have any other major appointments and professional qualifications, and has no other relationship with any Director, senior management, substantial Shareholders of the Company. As at the Latest Practicable Date, Mr. Gao has no interest in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there are no matters concerning Mr. Gao that need to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor any other matters that are required to be brought to the attention of the Shareholders.
INDEPENDENT NON-EXECUTIVE DIRECTOR
Ms. Chow Woon San Shirley
Ms. Chow Woon San Shirley, aged 65, is an independent non-executive Director.
APPENDIX II
PARTICULARS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM
Ms. Chow graduated from Simon Fraser University in Canada in June 1985 with a bachelor's degree in economics and finance. She obtained a bachelor's degree (honor) in laws from the University of Wolverhampton in the United Kingdom in July 2007.
Ms. Chow has over 39 years of experience in compliance, investment and asset management and acted as a director of AimHigh Global Solutions Limited and AimHigh Compliance Solutions Limited since January 2020, where she is mainly engaged in the provision of compliance advisory services to licensed corporations registered under the SFO. From April 2017 to April 2018, Ms. Chow served as an independent compliance consultant for Ping An of China Securities (Hong Kong) Company Limited, where she was mainly engaged in corporate compliance advisory. From October 2008 to January 2017, Ms. Chow worked at Ping An of China Asset Management (Hong Kong) Company Limited with her last position as the Head of Legal & Compliance, where she was mainly engaged in legal compliance. From January 2007 to August 2007, Ms. Chow worked at the Canadian Imperial Bank of Commerce (Hong Kong Branch) with her last position as an executive director of the global asset management department and an executive officer licensed by the Securities and Futures Commission (the "SFC") to carry out Type 9 (asset management) regulated activity. From December 1999 to December 2006, Ms. Chow worked at CIBC Global Asset Management (Asia) Limited with her last position as a deputy managing director and a responsible officer licensed by the SFC to carry out Type 9 (asset management) regulated activity. From June 1988 to November 1999, Ms. Chow worked at CEF.TAL Investment Management Limited with her last position as deputy managing director. From April 1985 to June 1988, Ms. Chow worked at Gartmore (HK) Limited with her last position as marketing manager.
Ms. Chow has entered into a letter of appointment with the Company for a term of 3 years commencing from 30 March 2023 until terminated by either party by giving at least 3 months' notice. Ms. Chow is subject to retirement by rotation and re-election in accordance with the Articles of Association. Ms. Chow is entitled to a director's fee of HK$15,000 per month, which was determined by the Board after considering the recommendation of the Remuneration Committee with reference to Ms. Chow's relevant experience and qualifications, her duties and responsibilities with the Company and the prevailing market conditions.
Save as disclosed above, Ms. Chow has not held any directorships in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the three years preceding the Latest Practicable Date, has not held any other position in any members of the Group, does not have any other major appointments and professional qualifications, and has no other relationship with any Director, senior management, substantial Shareholders of the Company. As at the Latest Practicable Date, Ms. Chow has no interest in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there are no matters concerning Ms. Chow that need to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor any other matters that are required to be brought to the attention of the Shareholders.
NOTICE OF ANNUAL GENERAL MEETING
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
火岩控股
FIRE ROCK HOLDINGS
火岩控股有限公司
FIRE ROCK HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1909)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting ("AGM") of Fire Rock Holdings Limited (the "Company") will be held at 20 Science Park Road, #02-25 Teletech Park, Singapore 117674, on Friday, 30 May 2025 at 3:00 p.m. for the following purposes:
ORDINARY RESOLUTIONS
-
To receive and approve the audited consolidated financial statements together with the directors' report and the independent auditor's report of the Company for the year ended 31 December 2024.
-
(a) To re-elect Mr. Victor Koa Jun Wei as an executive director of the Company and authorise the board of directors to fix his remuneration.
(b) To re-elect Mr. Gao Bo as an executive director of the Company and authorise the board of directors to fix his remuneration.
(c) To re-elect Ms. Chow Woon San Shirley as an independent non-executive director of the Company and authorise the board of directors to fix her remuneration.
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To re-appoint Crowe (HK) CPA Limited as auditor of the Company and to authorise the board of Directors to fix its remuneration.
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, to pass (with or without amendments) the following resolutions as ordinary resolutions:
(A) “That:
(a) subject to paragraph (c) below, and pursuant to the Rules (the “Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors during the Relevant Period (as hereinafter defined in this resolution) of all the powers of the Company to allot, issue and deal with any unissued shares in the capital of the Company or to resell treasury shares (which shall have the meaning ascribed to it under the Listing Rules) of the Company (“Treasury Shares”) and to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such power be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the shares of the Company to be issued either during or after the end of the Relevant Period (as hereinafter defined);
(c) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the Directors and Treasury Shares sold and/or transferred or agreed conditionally or unconditionally to be sold and/or transferred by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares of the Company upon the exercise of options which may be granted under any share option scheme or under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries or any other person of shares or rights to acquire shares of the Company; or (iii) any scrip dividend schemes or similar arrangements providing for the allotment and issue of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; or (iv) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed 20% of the total number of shares of the Company in issue (excluding Treasury Shares) as at the date of the passing of this resolution and the said approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
(d) for the purpose of this resolution,
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company following the AGM;
(ii) the expiration of the period within which the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to hold its next annual general meeting; or
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting varying or revoking the authority given to the Directors by this resolution; and
“Rights Issue” means an offer of shares of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares of the Company open for a period fixed by the Directors to holders of shares of the Company on the Company’s register of members on a fixed record date in proportion to their then holdings of shares of the Company (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognised regulatory body or any stock exchange applicable to the Company).
(B) “That:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of the Company on the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong (“SFC”) and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
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NOTICE OF ANNUAL GENERAL MEETING
(b) the aggregate number of shares of the Company which the Company is authorised to repurchase pursuant to the approval in paragraph (a) above during the Relevant Period (as hereinafter defined) shall not exceed 10% of the total number of shares of the Company in issue (excluding Treasury Shares) as at the date of the passing of this resolution, and the authority granted pursuant to paragraph (a) above shall be limited accordingly; and
(c) for the purposes of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company following the AGM;
(ii) the expiration of the period within which the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to hold its next annual general meeting; or
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting varying or revoking the authority given to the Directors by this resolution.”
(C) “That conditional upon the ordinary resolutions set out in paragraphs 4(A) and 4(B) of the notice convening this meeting being passed, the general mandate granted to the Directors to allot, issue and deal in any unissued shares of the Company (including any sale and transfer of Treasury Shares) pursuant to the ordinary resolution set out in paragraph 4(A) of the notice convening this meeting be and is hereby extended by the addition to the aggregate number of shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate number of shares of the Company repurchased by the Company under the authority granted pursuant to the ordinary resolution set out in paragraph 4(B) of the notice convening this meeting, provided that such extended amount shall not exceed 10% of the total number of shares of the Company in issue (excluding Treasury Shares) as at the date of the passing of this resolution.”
By order of the Board of
Fire Rock Holdings Limited
Wong Yan
Executive Director
Hong Kong, 25 April 2025
NOTICE OF ANNUAL GENERAL MEETING
Notes:
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A member entitled to attend and vote at the meeting shall be entitled to appoint another person as his proxy to attend and, on a poll, vote in his stead. A member who is the holder of two or more shares of the Company (“Shares”) may appoint more than one proxy to represent him and, on a poll, vote on his behalf. A proxy need not be a member of the Company.
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In order to be valid, a proxy form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time for holding the meeting (or any adjournment thereof).
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The register of members of the Company will be closed from Tuesday, 27 May 2025 to Friday, 30 May 2025, both days inclusive, during which period no transfer of Shares can be registered. In order to qualify for attending and voting at the AGM, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 26 May 2025.
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Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions put to vote at the AGM will be decided by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
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In the case of joint holders of a share, any one of such holders may vote at the meeting, either personally, by proxy, in respect of such shares as if he were solely entitled thereto but if more than one of such joint holders be present at the meeting personally or by proxy, that one of such holders so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.
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As at the date of this Notice of the AGM, the executive Directors are Mr. Zhou Zhiwei, Mr. Gao Bo, Ms. Wong Yan and Mr. Victor Koa Jun Wei; and the independent non-executive Directors are Ms. Chow Woon San Shirley, Mr. Tam Chik Ngai Ambrose and Mr. Lok Tze Bong.
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