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Fire Rock Holdings Limited Proxy Solicitation & Information Statement 2025
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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 stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.
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(s) or transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
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.
This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities mentioned herein.
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 SHARE CONSOLIDATION
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
A notice convening the extraordinary general meeting of the Company (the "EGM") to be held at 20 Science Park Road, #02-25 Teletech Park, Singapore 117674, on Thursday, 27 March 2025 at 3:00 p.m. is set out on pages 12 to 14 of this circular.
A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM, 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 EGM (or any adjournment thereof).
Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM (or any adjournment thereof) should you so wish.
Hong Kong, 12 March 2025
CONTENTS
Pages
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I — EXPECTED TIMETABLE OF
THE SHARE CONSOLIDATION ... 10
NOTICE OF EXTRAORDINARY GENERAL MEETING ... 12
- i -
DEFINITIONS
In this circular, unless otherwise defined or the context otherwise requires, the following expressions have the following meanings:
“Board” the board of Directors
“Business Day(s)” a day (excluding Saturday, Sunday, public holiday or any day on which a tropical cyclone warning no. 8 or above or a “black” rainstorm warning is hoisted between 9:00 a.m. and 5:00 p.m. in Hong Kong) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours
“CCASS” the Central Clearing and Settlement System established and operated by HKSCC
“CCASS Operational Procedures” the Operational Procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS, as amended from time to time
“Company” Fire Rock Holdings Limited (火岩控股有限公司), a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (Stock code: 1909)
“Consolidated Share(s)” ordinary share(s) of par value 1.67 Hong Kong cents (rounded to two decimals) each in the share capital of the Company after the Share Consolidation becoming effective
“Director(s)” director(s) of the Company
“EGM” the extraordinary general meeting of the Company to be convened and held at 20 Science Park Road, #02-25 Teletech Park, Singapore 117674 on Thursday, 27 March 2025 at 3:00 p.m. for the Shareholders to consider, and if thought fit, to approve the Share Consolidation, notice of which is set out on pages 12 to 14 of this circular, and any adjournment thereof
“Existing Share(s)” ordinary share(s) of one-twelfth Hong Kong cent each in the existing share capital of the Company before the Share Consolidation becoming effective
“General Rules of CCASS” the terms and conditions regulating the use of CCASS as amended from time to time, and where the context so permits, shall include the CCASS Operational Procedures
“Group” the Company and its subsidiaries
– 1 –
- 2 -
DEFINITIONS
"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
"Latest Practicable Date"
3 March 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
"Main Board"
the Main Board of the Stock Exchange
"Share(s)"
the Existing Share(s) and/or the Consolidated Share(s) (as the case may be)
"Share Consolidation"
the proposed consolidation of every twenty (20) issued and unissued Existing Shares in the share capital of the Company into one (1) Consolidated Share in the share capital of the Company
"Share Registrar"
the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong
"Shareholder(s)"
holder(s) of the issued Shares
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
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
Mr. Victor Koa Jun Wei
Ms. Wong Yan
Registered Office:
Windward 3, Regatta Office Park
PO Box 1350
Grand Cayman KY1-1108
Cayman Islands
Independent non-executive Directors:
Ms. Chow Woon San Shirley
Mr. Tam Chik Ngai Ambrose
Mr. Lok Tze Bong
Principal place of business in Hong Kong:
2201–2203, 22/F
World-Wide House
Central
Hong Kong
12 March 2025
To the Shareholders
Dear Sir or Madam,
PROPOSED SHARE CONSOLIDATION
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
INTRODUCTION
References is made to the announcement of the Company dated 3 March 2025 in relation to, inter alia, the Share Consolidation.
The purpose of this circular is to provide the Shareholders with, among others (a) further details of the Share Consolidation; and (b) a notice of the EGM to be convened to consider and, if thought fit, approve, among other things, the Share Consolidation.
LETTER FROM THE BOARD
PROPOSED SHARE CONSOLIDATION
The Board proposes to implement the Share Consolidation on the basis that every twenty (20) issued and unissued Existing Shares of par value of one-twelfth Hong Kong cent each be consolidated into one (1) Consolidated Share of par value of 1.67 Hong Kong cents (rounded to two decimals). The Share Consolidation is conditional upon, among other things, the approval of the Shareholders at the EGM.
Effects of the Share Consolidation
As at the Latest Practicable Date, the authorised share capital of the Company is HK$20,000,000 divided into 24,000,000,000 Existing Shares of one-twelfth Hong Kong cent each and there are 3,840,000,000 Existing Shares in issue which are fully paid or credited as fully paid. Assuming no further Shares will be issued, allotted or repurchased from the Latest Practicable Date up to the date of the EGM, upon the Share Consolidation becoming effective, there will be 192,000,000 Consolidated Shares in issue which are fully paid or credited as fully paid. The authorised share capital of the Company will remain unchanged at HK$20,000,000 but will be divided into 1,200,000,000 Consolidated Shares with par value of 1.67 Hong Kong cents (rounded to two decimals) each.
Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other. Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders. The Board believes that the Share Consolidation will not have any material adverse effect on the financial position of the Company.
As at the Latest Practicable Date, the Company does not have any outstanding derivatives, options, warrants, conversion rights, convertible securities or other similar rights which are convertible or exchangeable into any Existing Shares or Consolidated Shares.
Conditions of the Share Consolidation
The implementation of the Share Consolidation is conditional upon:
(i) the passing of an ordinary resolution by the Shareholders at the EGM to approve the Share Consolidation;
(ii) the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective;
(iii) the compliance with all relevant procedures and requirements under the applicable laws of the Cayman Islands and the Listing Rules to effect the Share Consolidation; and
LETTER FROM THE BOARD
(iv) the obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required in respect of the Share Consolidation.
Subject to the fulfilment of the above conditions, the Share Consolidation is expected to become effective on Monday, 31 March 2025, being one clear Business Day after the date of the EGM.
As at the Latest Practicable Date, none of the above conditions has been fulfilled.
Listing Application
An application has been made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.
The Consolidated Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.
None of the Existing Shares are listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becomes effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.
NO CHANGE IN BOARD LOT SIZE
As at the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in the board lot size of 2,000 Existing Shares. Upon the Share Consolidation becoming effective, the board lot size for trading in the Consolidated Shares will remain unchanged at 2,000 Consolidated Shares.
Based on the closing price of HK$0.107 per Existing Share (equivalent to the theoretical closing price of HK$2.14 per Consolidated Share) as quoted on the Stock Exchange as at the Latest Practicable Date, the market value of each board lot of (i) 2,000 Existing Shares is HK$214; and (ii) 2,000 Consolidated Shares, assuming the Share Consolidation had become effective, is estimated to be HK$4,280.
LETTER FROM THE BOARD
REASONS FOR THE SHARE CONSOLIDATION
Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. Further, the "Guide on Trading Arrangements for Selected Types of Corporate Actions" issued by Hong Kong Exchanges and Clearing Limited on 28 November 2008 and last updated in September 2024 stated that (i) market price of the shares at a level less than HK$0.10 each will be considered as trading at extremity as referred to under Rule 13.64 of the Listing Rules; and (ii) taking into account the minimum transaction costs for a securities trade, the expected value per board lot should be greater than HK$2,000.
As at the Latest Practicable Date, the closing price of an Existing Share of the Company was HK$0.107, with a board lot size of 2,000 Existing Shares, the existing board lot value was HK$214, which was less than HK$2,000. The closing prices of the Existing Shares were below HK$0.20 per Existing Share since 8 October 2024 and up to the Latest Practicable Date with the highest closing price of HK$0.163 per Existing Share on 9 October 2024 and the lowest closing price of HK$0.105 per Existing Share on 9 January 2025. In view of the prolonged period of share prices almost reaching extremity, it is intended that the Share Consolidation will bring about a corresponding increase in the trading price per board lot of the Shares (i.e. a theoretical closing price of HK$2.14 per Consolidated Share and an estimated value of HK$4,280 per board lot of 2,000 Consolidated Shares), which is also expected to reduce the overall transaction and handling costs of dealing in the Shares.
Further, the Company has been actively reviewing from different levels and ways to enrich the development strategy of corporate sustainability and optimisation to create Shareholder value. The Board believes that the Share Consolidation will bring about a corresponding upward adjustment in the trading price of the Shares and increase in the transaction value of each board lot of Shares. As such, the Board is of the view that the investment in the Consolidated Shares shall be more attractive to a broader range of institutional and professional investors, and expects the Share Consolidation to optimize the Shareholder base and improve the value of the Shares in the long run.
The Share Consolidation will neither have any material adverse effect on the financial position of the Group nor alter the proportionate interests or rights of the Shareholders.
As at the Latest Practicable Date, the Company has no intention to carry out other corporate actions or arrangements which may have an effect of undermining or negating the intended purpose of the Share Consolidation in the next 12 months. Although the Company currently does not have concrete plans or arrangements to conduct any fund-raising activities in the next 12 months, the Board cannot rule out the possibility of the Company conducting debt and/or equity fund-raising activities when suitable fund-raising and/or investment opportunities arise in order to meet the Group's operational needs or support the future development of the Group. In considering any potential corporate action and/or
- 6 -
LETTER FROM THE BOARD
fund-raising activity, the Board will endeavour to minimise the impact it may have on the intended purpose of the Share Consolidation. The Company will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.
In light of the above, the Board considers that the Share Consolidation is beneficial to and in the interests of the Company and the Shareholders as a whole.
OTHER ARRANGEMENTS
Fractional entitlement to Consolidated Shares
Fractional Consolidated Shares (if any) will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of share certificates held by such holder.
Arrangement on odd lot trading
In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company has appointed securities firms as agents to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares, starting from 9:00 a.m. on Tuesday, 15 April 2025 and ending 4:00 p.m. on Friday, 9 May 2025 (both days inclusive). Shareholders who wish to take advantage of this facility should contact Mr. Wen (Settlement Department, Innovax Securities Limited) at telephone number (852) 2311-0287 at Unit A-C, 20/F, Neich Tower, 128 Gloucester Road, Wanchai, Hong Kong or Mr. Hui (Settlement Department, Wilson Securities Limited) at telephone number (852) 3549-8112 at Unit 19, 11/F Peninsula Centre, 67 Mody Road, TST East, Kowloon, Hong Kong during office hours of such period.
Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.
Free Exchange of certificates for Consolidated Shares
Subject to the Share Consolidation becoming effective, which is currently expected to be on Monday, 31 March 2025, Shareholders may on or after 9:00 a.m. on Monday, 31 March 2025 and until 4:00 p.m. on Tuesday, 13 May 2025 (both days inclusive), submit their existing share certificates for the Existing Shares (in red colour) to the Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for exchange for new share certificates for the Consolidated Shares (in light blue colour) at the expense of the Company.
LETTER FROM THE BOARD
Shareholders should note that after the prescribed time for free exchange of new share certificates, a fee of HK$2.5 per share certificate (or such other amount as may from time to time be allowed by the Stock Exchange) will be payable by the Shareholders to the Share Registrar for exchange of new share certificates.
After 4:10 p.m. on Friday, 9 May 2025, trading will only be in Consolidated Shares which share certificates will be issued in light blue colour. Existing share certificates in red colour for the Existing Shares will cease to be valid for trading and settlement purpose, but will remain valid and effective as documents of title, and may be exchanged for share certificates for the Consolidated Shares at any time at the expenses of the Shareholders (if such share certificates were exchanged after the abovementioned prescribed time for free exchange).
EGM
The EGM will be convened and held at 3:00 p.m. on Thursday, 27 March 2025 at 20 Science Park Road, #02-25 Teletech Park, Singapore 117674 for the Shareholders to consider and, if thought fit, pass the ordinary resolution in approving the Share Consolidation.
To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution in respect of the Share Consolidation.
The notice of the EGM is set out on pages 12 to 14 of this circular. A form of proxy for use at the EGM is enclosed with this circular and published on the websites of the Stock Exchange and the Company. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the 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 EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.
VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules, the resolution put to vote at the EGM 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.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Friday, 21 March 2025 to Thursday, 27 March 2025 (both days inclusive), during which period no transfer of Shares can be registered. In order to qualify for attending and voting at the EGM, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Share Registrar for registration not later than 4:30 p.m. on Thursday, 20 March 2025.
- 8 -
LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider that the proposed resolution set out in the notice of the EGM in relation to the Share Consolidation is beneficial to and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.
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.
GENERAL
Your attention is drawn to the additional information set out in the appendix to this circular.
MISCELLANEOUS
This circular is prepared in both English and Chinese. In the event of any inconsistency, the English version of this circular shall prevail.
Shareholders and potential investors of the Company should take note that the Share Consolidation is conditional upon the fulfilment of the conditions as set out in this circular. Therefore, the Share Consolidation may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company, and if they are in any doubt, they should consult their professional advisers.
By order of the Board of
Fire Rock Holdings Limited
Wong Yan
Executive Director
- 9 -
APPENDIX I EXPECTED TIMETABLE OF THE SHARE CONSOLIDATION
The expected timetable for the implementation of the Share Consolidation is set out below. The expected timetable is subject to the results of the EGM and the fulfilment of the conditions to the Share Consolidation, and is therefore for indicative purpose only. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this circular refer to Hong Kong local times and dates.
| Event | Date and Time |
|---|---|
| Despatch date of circular with notice and form of proxy of the EGM. | On or before Wednesday, 12 March 2025 |
| Latest date and time for lodging transfers of shares in order to qualify for attendance and voting at the EGM | 4:30 p.m. on Thursday, 20 March 2025 |
| Closure of register of members for determining the entitlement to attend and vote at the EGM (both days inclusive) | Friday, 21 March 2025 to Thursday, 27 March 2025 |
| Latest date and time for lodging forms of proxy for the EGM | 3:00 p.m. on Tuesday, 25 March 2025 |
| Date and time of the EGM | 3:00 p.m. on Thursday, 27 March 2025 |
| Publication of the poll results announcement of the EGM | Thursday, 27 March 2025 |
The following events are conditional on the fulfilment of the conditions for the implementation of the Share Consolidation as set out in this circular.
Effective date of the Share Consolidation Monday, 31 March 2025
First date and time of free exchange of existing share certificates for new share certificates for Consolidated Shares 9:00 a.m. on Monday, 31 March 2025
Dealing in the Consolidated Shares commences 9:00 a.m. on Monday, 31 March 2025
– 10 –
APPENDIX 1 EXPECTED TIMETABLE OF THE SHARE CONSOLIDATION
Original counter for trading in the Existing Shares in
board lots of 2,000 Existing Shares
(in the form of existing share certificates)
temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9:00 a.m. on Monday,
31 March 2025
Temporary counter for trading in the Consolidated
Shares in board lots of 100 Consolidated Shares
(in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9:00 a.m. on Monday,
31 March 2025
Original counter for trading in the Consolidated
Shares in board lots of 2,000 Consolidated Shares
(in the form of new share certificates for the
Consolidated Shares) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9:00 a.m. on Tuesday,
15 April 2025
Parallel trading in the Consolidated Shares
(in the form of new share certificates for the
Consolidated Shares and existing share certificates)
commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9:00 a.m. on Tuesday,
15 April 2025
Designated broker starts to stand in the market to
provide matching services for the sale and purchase
of odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9:00 a.m. on Tuesday,
15 April 2025
Designated broker ceases to stand in the market to
provide matching services for the sale and purchase
of odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4:00 p.m. on Friday,
9 May 2025
Temporary counter for trading in the Consolidated
Shares in board lots of 100 Consolidated Shares
(in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4:10 p.m. on Friday,
9 May 2025
Parallel trading in the Consolidated Shares
(in the form of new share certificates for the
Consolidated Shares and existing share certificates)
ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4:10 p.m. on Friday,
9 May 2025
Last date and time for free exchange of existing share
certificates for new share certificates for the
Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4:00 pm on Tuesday,
13 May 2025
- 11 -
NOTICE OF EXTRAORDINARY 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 EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting ("EGM") of Fire Rock Holdings Limited (the "Company") will be held at 20 Science Park Road, #02-25 Teletech Park, Singapore 117674, on Thursday, 27 March 2025 at 3:00 p.m. for the following purposes:
ORDINARY RESOLUTION
- "THAT subject to the satisfaction of the conditions set out in the letter from the board under the heading "Conditions of the Share Consolidation" in the circular of the Company dated 12 March 2025 (the "Circular"), with effect from the second business day immediately following the date on which this resolution is passed, being a day on which shares of the Company are traded on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"):
(i) every twenty (20) issued and unissued ordinary shares of par value of one-twelfth Hong Kong cent each in the share capital of the Company be consolidated into one (1) consolidated share (each a "Consolidated Share") of par value of 1.67 Hong Kong cents (rounded to two decimals) (the "Share Consolidation"), such Consolidated Shares shall rank pari passu in all respects with each other and be subject to the restrictions as contained in the memorandum and articles of association of the Company so that following the Share Consolidation, the authorised share capital of the Company will be changed from HK$20,000,000 divided into 24,000,000,000 ordinary shares of par value of one-twelfth Hong Kong cent each to HK$20,000,000 divided into 1,200,000,000 Consolidated Shares with a par value of 1.67 Hong Kong cents (rounded to two decimals) each;
- 12 -
NOTICE OF EXTRAORDINARY GENERAL MEETING
(ii) all fractional Consolidated Shares (if any) resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors (the "Directors") of the Company may think fit; and
(iii) any one or more of the Director(s) be and is/are hereby authorised to do all such acts and things and execute all such documents and deliver all such documents whether under the common seal of the Company or otherwise as may be necessary, desirable or expedient to give effect to the foregoing arrangements for the Share Consolidation."
By order of the Board of
Fire Rock Holdings Limited
Wong Yan
Executive Director
Hong Kong, 12 March 2025
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 Friday, 21 March 2025 to Thursday, 27 March 2025, both days inclusive, during which period no transfer of Shares can be registered. In order to qualify for attending and voting at the EGM, 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 Thursday, 20 March 2025.
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Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions put to vote at the EGM 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.
NOTICE OF EXTRAORDINARY GENERAL MEETING
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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 EGM, the executive Directors are Mr. Zhou Zhiwei, Mr. Gao Bo, Mr. Victor Koa Jun Wei and Ms. Wong Yan; 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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