(1) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; (2 .
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTIONIf 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 orother 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 thiscircular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or licensedsecurities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) ortransferee(s).Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for thecontents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liabilitywhatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.(Stock Code: 1909)(1) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL;(2) PROPOSED AMENDMENTS TO THE MEMORANDUM ANDARTICLES OF ASSOCIATION; AND(3) NOTICE OF EXTRAORDINARY GENERAL MEETINGA notice convening the EGM to be held at 4th Floor, Dongjiang Environmental Building, No. 9 Langshan Road, North Zone,Hi-Tech Industries Park, Nanshan District, Shenzhen, Guangdong, the PRC, on Thursday, 8 August 2019 at 3 : 00 p.m. is setout on pages 9 to 11 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 tocomplete, sign and return the accompanying form of proxy in accordance with the instructions printed thereon to theCompany’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’sRoad East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding ofthe 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 anyadjournment thereof) should you so wish.Hong Kong, 17 July 2019
CONTENTSPagesDEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3APPENDIX I— MEMORANDUM AMENDMENTS ANDARTICLES AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . .9–i–
DEFINITIONSIn this circular, unless otherwise defined or the context otherwise requires, the followingexpressions have the following meanings:‘‘Articles’’the articles of association of the Company, as amended fromtime to time‘‘Articles Amendments’’the proposed amendments to the Articles subject to the approvalof the Shareholders by way of a special resolution at the EGM‘‘Board’’the board of Directors‘‘Company’’Fire Rock Holdings Limited 火岩控股有限公司, an exemptedcompany incorporated in the Cayman Islands with limitedliability, the Shares of which are listed on the Main Board(Stock code: 1909)‘‘Director(s)’’the director(s) of the Company‘‘EGM’’the extraordinary general meeting of the Company to beconvened and held at 4th Floor, Dongjiang EnvironmentalBuilding, No. 9 Langshan Road, North Zone, Hi-Tech IndustriesPark, Nanshan District, Shenzhen, Guangdong, the PRC, onThursday, 8 August 2019 at 3 : 00 p.m. to approve (i) the Increasein Authorised Share Capital; and (ii) the MemorandumAmendments and the Articles Amendments, and the adoptionof the Second Amended M&A, notice of which is set out on pages9 to 11 of this circular, and any adjournment thereof‘‘GEM’’GEM of the Stock Exchange‘‘GEM Listing Rules’’the Rules Governing the Listing of Securities on GEM, asamended from time to time‘‘Increase in AuthorisedShare Capital’’the proposed increase in the authorised share capital of theCompany from HK 5,000,000 divided into 500,000,000 Shares toHK 20,000,000 divided into 2,000,000,000 Shares, by thecreation of an additional 1,500,000,000 Shares, each rankingpari passu in all respects with the Shares in issue at the date ofpassing of resolution in respect of the Increase in AuthorisedShare Capital, subject to the approval of the Shareholders byway of an ordinary resolution at the EGM‘‘Latest PracticableDate’’12 July 2019‘‘Main Board’’the Main Board of the Stock Exchange–1–
DEFINITIONS‘‘Main Board ListingRules’’the Rules Governing the Listing of Securities on the StockExchange, as amended from time to time‘‘Memorandum’’the memorandum of association of the Company, as amendedfrom time to time‘‘MemorandumAmendments’’the proposed amendments to the Memorandum subject to theapproval of the Shareholders by way of a special resolution at theEGM‘‘Second AmendedM&A’’the second amended and restated Memorandum and Articles,incorporating the Memorandum Amendments and the ArticlesAmendments, to be adopted by the Company subject to theapproval of the Shareholders by way of a special resolution at theEGM‘‘Share(s)’’ordinary share(s) with a nominal or par value of HK 0.01 each inthe share capital of the Company‘‘Shareholder(s)’’holder(s) of the Share(s)‘‘Stock Exchange’’The Stock Exchange of Hong Kong Limited‘‘Transfer of Listing’’the transfer of listing of the Company from the GEM to theMain Board on 27 June 2019–2–
LETTER FROM THE BOARD(Stock Code: 1909)Executive Directors:Mr. Huang Yong (Chief Executive Officer)Mr. Wu ZheMr. Rao ZhenwuNon-executive Directors:Mr. Zhang Yan (Chairman)Ms. Yang KanRegistered Office:Clifton House75 Fort StreetP.O. Box 1350Grand Cayman KY1-1108Cayman IslandsPrincipal place of businessin Hong Kong:Rooms 2201–2203, 22/FWorld-Wide House19 Des Voeux Road CentralHong KongIndependent non-executive Directors:Mr. Chan King FaiMr. He YunpengMr. Chen Di17 July 2019To the ShareholdersDear Sir or Madam,(1) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL;(2) PROPOSED AMENDMENTS TO THE MEMORANDUM ANDARTICLES OF ASSOCIATION; AND(3) NOTICE OF EXTRAORDINARY GENERAL MEETINGINTRODUCTIONReference is made to the announcement of the Company dated 9 July 2019 regardingthe Increase in Authorised Share Capital, the Memorandum Amendments and the ArticlesAmendment.–3–
LETTER FROM THE BOARDThe purpose of this circular is to provide Shareholders with the notice of EGM and theinformation on the resolutions to be proposed at the EGM for (i) the Increase in AuthorisedShare Capital; and (ii) the Memorandum Amendments and the Articles Amendments, andthe Company’s proposed adoption of the Second Amended M&A.INCREASE IN AUTHORISED SHARE CAPITALThe existing authorised share capital of the Company is HK 5,000,000 divided into500,000,000 Shares of par value HK 0.01 each, of which 320,000,000 Shares were in issue asat the Latest Practicable Date.In order to accommodate future expansion and growth of the Company and to providethe Company with greater flexibility to raise funds by allotting and issuing Shares in thefuture as and when necessary, the Directors propose the Increase in Authorised ShareCapital. The new Shares shall rank pari passu with each other and with the existing Sharesin all respects upon issue. The Increase in Authorised Share Capital is conditional upon thepassing of an ordinary resolution by the Shareholders at the EGM.PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OFASSOCIATION OF THE COMPANYThe Directors propose to seek approval from the Shareholders at the EGM for theMemorandum Amendments and the Articles Amendments, the provisions of which willhave the effect of complying with the requirements of the Main Board Listing Rules and therelevant laws of the Cayman Islands, and the adoption of the Second Amended M&A.The major proposed amendments include the followings:(i)reference to any provisions of the GEM Listing Rules in the Articles will bereplaced by the corresponding provisions of the Main Board Listing Rules as faras applicable;(ii) reference to the authorised share capital of the Company in the Memorandum andthe Articles will be revised to reflect the authorised share capital of the Companyafter the Increase of Authorised Share Capital is in effect; and(iii) reference to the registered office of the Company in the Memorandum will berevised to reflect the current name of the registered office provider of theCompany.Details of the Memorandum Amendments and the Articles Amendments are as set outin Appendix I to this circular.The Hong Kong and Cayman Islands legal advisors of the Company have confirmedthat the Memorandum Amendments and the Articles Amendments comply with theprovisions of the Listing Rules and are not inconsistent with the laws of the CaymanIslands, respectively. The Directors also confirmed that there is nothing unusual about theMemorandum Amendments and the Articles Amendments for a company listed in HongKong.–4–
LETTER FROM THE BOARDCLOSURE OF THE BRANCH SHARE REGISTERThe branch share register of the Company will be closed from Monday, 5 August 2019to Thursday, 8 August 2019, both days inclusive, during which period no transfer of Sharescan be registered. In order to qualify for attending and voting at the EGM, all transfers ofShares accompanied by the relevant share certificates must be lodged with the Company’sbranch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54,Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4 : 30p.m. on Friday, 2 August 2019.EGMA notice of the EGM is set out on pages 9 to 11 of this circular.At the EGM, an ordinary resolution will be proposed to the Shareholders to considerand approve the Increase in Authorised Share Capital; and a special resolution will beproposed to the Shareholders to consider and approve the Memorandum Amendments andthe Articles Amendments and the Company’s adoption of the Second Amended M&A(incorporating the Memorandum Amendments and the Articles Amendments) insubstitution for and to the exclusion of the existing Memorandum and Articles.A form of proxy for use at the EGM is enclosed. Whether or not you are able to attendthe EGM, you are requested to complete, sign and return the accompanying form of proxyin accordance with the instructions printed thereon to the Company’s branch share registrarin Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’sRoad East, Hong Kong, as soon as possible and in any event not less than 48 hours beforethe 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 andvoting in person at the EGM (or any adjournment thereof) should you so wish.VOTING BY WAY OF POLLPursuant to Rule 13.39(4) of the Main Board Listing Rules and Article 72 of theArticles, all resolutions put to vote at the EGM will be decided by poll and the Companywill announce the results of the poll in the manner prescribed under Rule 13.39(5) of theMain Board Listing Rules.RESPONSIBILITY STATEMENTThis circular, for which the Directors collectively and individually accept fullresponsibility, includes particulars given in compliance with the Main Board ListingRules 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 beliefthe information contained in this circular is accurate and complete in all material respectsand not misleading or deceptive, and there are no other matters the omission of whichwould make any statement herein misleading.–5–
LETTER FROM THE BOARDRECOMMENDATIONThe Directors consider that the proposed resolutions set out in the notice of the EGMon the Increase in Authorised Share Capital, the Memorandum Amendments and theArticles Amendments, and the Company’s adoption of the Second Amended M&A are inthe interests of the Company and the Shareholders as a whole. Accordingly, the Directorsrecommend Shareholders to vote in favour of the relevant resolutions to be proposed at theEGM.By order of the Board ofFire Rock Holdings LimitedHuang YongExecutive Director and CEO–6–
APPENDIX IMEMORANDUM AMENDMENTS AND ARTICLES AMENDMENTSMEMORANDUM AMENDMENTSThe following is the proposed amendments to the existing Memorandum proposed tobe approved at the EGM:1.Existing Clause 2 :The registered office will be situate at the offices of Appleby Trust (Cayman) Ltd.,Clifton House, 75 Fort Street, PO Box 1350, Grand Cayman KY1-1108, CaymanIslands or at such other place in the Cayman Islands as the Directors may fromtime to time decide.By deleting existing Clause 2 in its entirety, and inserting in place thereof the newClause 2 as set out below:The registered office is situated at the offices of Estera Trust (Cayman) Limited,Clifton House, 75 Fort Street, PO Box 1350, Grand Cayman KY1-1108, CaymanIslands or at such other place in the Cayman Islands as the Directors may fromtime to time decide.2.Existing Clause 7 :The authorised share capital of the Company is HK 5,000,000 consisting of500,000,000 shares of HK 0.01 each with the power for the Company to increaseor reduce the said capital and to issue any part of its capital, original or increased,with or without any preference, priority or special privilege or subject to anypostponement of rights or to any conditions or restrictions; and so that, unless thecondition of issue shall otherwise expressly declare, every issue of shares, whetherdeclared to be preference or otherwise, shall be subject to the power hereinbeforecontained.By deleting existing Clause 7 in its entirety, and inserting in place thereof the newClause 7 as set out below:The authorised share capital of the Company is HK 20,000,000 consisting of2,000,000,000 shares of HK 0.01 each with the power for the Company toincrease or reduce the said capital and to issue any part of its capital, original orincreased, with or without any preference, priority or special privilege or subjectto any postponement of rights or to any conditions or restrictions; and so that,unless the condition of issue shall otherwise expressly declare, every issue ofshares, whether declared to be preference or otherwise, shall be subject to thepower hereinbefore contained.–7–
APPENDIX IMEMORANDUM AMENDMENTS AND ARTICLES AMENDMENTSARTICLES AMENDMENTSThe following is the proposed amendments to the existing Articles proposed to beapproved at the EGM:1.Existing Article 1(b) — Definition of ‘‘Listing Rules’’:Listing Rules: shall mean the Rules Governing the Listing of Securities on theGrowth Enterprise Market of The Stock Exchange of Hong Kong Limited (asamended from time to time).By deleting existing Article 1(b) — definition of ‘‘Listing Rules’’ in its entirety,and inserting in place thereof the new definition of ‘‘Listing Rules’’ as set outbelow:Listing Rules: shall mean the Rules Governing the Listing of Securities on TheStock Exchange of Hong Kong Limited (as amended from time to time).2.Existing Article 6 :The authorised share capital of the Company on the date of the adoption of theseArticles is HK 5,000,000 divided into 500,000,000 Shares of HK 0.01 each.By deleting existing Article 6 in its entirety, and inserting in place thereof the newArticle 6 as set out below:The authorised share capital of the Company is HK 20,000,000 divided into2,000,000,000 Shares of HK 0.01 each.–8–
NOTICE OF EXTRAORDINARY GENERAL MEETING(Stock Code: 1909)NOTICE OF EXTRAORDINARY GENERAL MEETINGNOTICE IS HEREBY GIVEN that an extraordinary general meeting (‘‘EGM’’) of FireRock Holdings Limited (the ‘‘Company’’) will be held at 4th Floor, DongjiangEnvironmental Building, No. 9 Langshan Road, North Zone, Hi-Tech Industries Park,Nanshan District, Shenzhen, Guangdong, the PRC, on Thursday, 8 August 2019 at 3 : 00p.m. (or adjournment thereof) for the following purpose:ORDINARY RESOLUTION1.To consider, and if thought fit, pass the following resolution as an ordinaryresolution:‘‘THAT(a) the authorised share capital of the Company be increased fromHK 5,000,000 divided into 500,000,000 Shares to HK 20,000,000 dividedinto 2,000,000,000 Shares, by the creation of an additional 1,500,000,000Shares, each ranking pari passu in all respects with the Shares in issue at thedate of passing of this resolution (the ‘‘Increase in Authorised ShareCapital’’); and(b) any one or more of the directors of the Company be and is/are herebyauthorised to do all such acts and things and execute and deliver all suchdocuments which he/she/they consider(s) necessary, desirable, appropriate orexpedient for the purpose of, or in connection with, the implementation ofand giving effect to the Increase in Authorised Share Capital.’’–9–
NOTICE OF EXTRAORDINARY GENERAL MEETINGSPECIAL RESOLUTION2.To consider, and if thought fit, pass the following resolution as a specialresolution:‘‘THAT, AS A SPECIAL RESOLUTION, subject to the passing of Resolutionno. 1 above:(a) the proposed amendment to the existing memorandum and articles ofassociation of the Company, details of which are set out in Appendix I to theCircular (the ‘‘M&A Amendments’’), be approved;(b) the second amended and restated memorandum and articles of association ofthe Company (incorporating the M&A Amendments, a copy of which hasbeen produced to the EGM and marked ‘‘A’’ and initialled by the chairmanof the EGM for the purpose of identification) (the ‘‘Second Amended M&A’’)be approved and adopted in substitution for and to the exclusion of theexisting memorandum and articles of association of the Company; and(c)any one or more of the directors of the Company be and is/are herebyauthorised to do all such acts and things and execute and deliver all relevantdocuments for and on behalf of the Company as he/she/they consider(s)necessary, desirable, appropriate or expedient for the purpose of, or inconnection with, the implementation of and giving effect to the M&AAmendments and the Company’s adoption of the Second Amended M&A.’’By order of the Board ofFire Rock Holdings LimitedHuang YongExecutive Director and CEOHong Kong, 17 July 2019Notes:1.Capitalised terms defined in the circular of the Company dated 17 July 2019 (the ‘‘Circular’’) shall have thesame meaning when used in this notice, unless otherwise defined herein, or the context otherwise requires.2.A member of the Company (the ‘‘Member’’) entitled to attend and vote at the EGM shall be entitled toappoint another person as his/her proxy to attend and vote instead of him/her. A Member who is theholder of two or more Shares may appoint more than one proxy to represent him/her and vote instead ofhim/her. A proxy need not be a Member of the Company.3.In order to be valid, a duly completed and signed proxy form together with a power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy of that power or authority, must bedeposited at the office of the Company’s branch share registrar in Hong Kong, Tricor Investor ServicesLimited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours beforethe time for holding the EGM (or any adjournment thereof).– 10 –
NOTICE OF EXTRAORDINARY GENERAL MEETING4.Pursuant to Rule 13.39(4) of the Main Board Listing Rules and Article 72 of the Articles, all resolutionsput to vote at the EGM will be decided by poll and the Company will announce the results of the poll inthe manner prescribed under Rule 13.39(5) of the Main Board Listing Rules.5.In the case of joint holders of a Share, any one of such holders may vote at the EGM, either personally orby proxy, in respect of such Share as if he/she/it was solely entitled thereto, but if more than one of suchjoint holders be present at the EGM personally or by proxy, that one of such holders so present whosenam
‘‘Memorandum’’ the memorandum of association of the Company, as amended from time to time ‘‘Memorandum Amendments’’ the proposed amendments to the Memorandum subject to the approval of the Shareholders by way of a special resolution at the EGM ‘‘Second Amended M&A’’ the second amended and restated Memorandum and Articles,
8 Canada Square, London E14 5HQ Legal Advisers: Farrer & Co LLP London WC2A 3LH . CCLA Charity Authorised Investment Fund 5 Summary The Trust is a Charity Authorised Investment Fund structured as an umbrella-type authorised unit trust and is a NURS.
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