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.
(Formerly known as Dragon King Group Holdings Limited 龍皇集團控股有限公司)
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8493)
NOTICE IS HEREBY GIVEN THAT the annual general meeting of Scorching Dragon Holdings Limited (the “Company”) will be held at Room 1101-04, Harcourt House, 39 Gloucester road, Wan Chai, Hong Kong on Tuesday, 23 June 2026, at 12:00 noon (the “AGM”), to consider and, if thought fit, to pass with or without amendments, the following resolutions:
To receive, consider and adopt the audited financial statements of the Company and its subsidiaries, the Directors’ Report and the Independent Auditor’s Report for the year ended 31 December 2025.
To re-elect, each as a separate resolution, the following directors of the Company (the “Director(s)”):
(a) Mr. Li Tao as an executive Director;
(b) Ms. Tang Po Yee Joey as an executive Director;
(c) Mr. Chow Yik as an independent non-executive Director;
(d) Mr. Yu Kwan Tseung Alvin as an independent non-executive Director; and
(e) Mr. Tam Tsz Hin as an independent non-executive Director;
To authorise the board of Directors (the “Board”) to fix the remuneration of all the Directors.
To re-appoint Prism Hong Kong Limited as the independent auditor of the Company for the year ending 31 December 2026 and to authorise the Board to fix the remuneration of the independent auditor of the Company.
(a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on GEM (the “GEM Listing Rules”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares (including any sale or transfer of treasury shares (which shall have the meaning ascribed to it under the GEM Listing Rules)) of the Company (the “Shares”), to grant rights to subscribe for, or convert any security into, Shares and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution shall authorise the Board during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional Shares) during or after the end of the Relevant Period;
(c) the total number of Shares to be allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Board pursuant to the approval in paragraph (a) and (b) above, otherwise than pursuant to:
(i) a Rights Issue (as hereinafter defined); or
(ii) the grant of options or an issue of Shares upon the exercise of the subscription rights 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 of shares or rights to acquire Shares; or
(iii) the grant of rights of subscription or conversion or the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into Shares; or
(iv) any script dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares pursuant to the articles of association of the Company (the “Articles of Association”) from time to time,
shall not exceed 20% of the total number of the issued Shares (excluding any treasury shares) as at the date of this resolution and the said approval shall be limited accordingly; and
(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;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws and regulations of the Cayman Islands to be held; or
(iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company (the “Shareholders”) in general meeting.
“Rights Issue” means an offer of shares or an offer or issue of options, warrants or other securities giving the right to subscribe for, or of securities convertible into Shares, open for a period fixed by the Company or the Board to Shareholders whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).
(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares on the GEM of the Stock Exchange or on any other stock exchange on which the Shares may be listed and is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers to repurchase such Shares are subject to and in accordance with all applicable laws and requirements of the GEM Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to repurchase its Shares at a price determined by the Directors;
(c) the total number of Shares to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period (as hereinafter defined) shall not exceed 10% of the total number of the issued Shares (excluding any treasury shares) as at the time of the passing of this resolution, and the said approval shall be limited accordingly; and
(d) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws and regulations of the Cayman Islands to be held; or
(iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.”
By Order of the Board
Scorching Dragon Holdings Limited
Chan Yuen Lung Alfred
Chairman and Executive Director
Hong Kong, 28 April 2026
Registered Office:
Windward 3
Regatta Office Park
PO Box 1350
Grand Cayman KY1-1108
Cayman Islands
Head Office and Principal Place of
Business in Hong Kong:
Suite 3902, 39/F, Central Plaza
18 Harbour Road
Wanchai
Hong Kong
Notes:
A Shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a Shareholder but must attend the AGM in person to represent the Shareholder.
The instrument appointing a proxy must be signed by a Shareholder or any attorney duly authorised in writing or, in the case of a corporation, the instrument must either be executed under its common seal or under the hand of an officer or attorney or another person duly authorised.
Where there are joint holders of any Shares, any one of such joint holders may vote at the AGM or any adjournment thereof (as the case may be), either personally or by proxy, in respect of such Shares as if he/her is solely entitled thereof, but if more than one of such joint holders is present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.
In order to be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be deposited at 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, not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be).
Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the AGM or any adjournment thereof (as the case may be), should the Shareholder subsequently so wish, and in such event, the form of proxy shall be deemed to be revoked.
In relation to resolution no. 2, Mr. Li Tao, Ms. Tang Po Yee Joey, Mr. Chow Yik, Mr. Yu Kwan Tseung Alvin, and Mr. Tam Tsz Hin shall be subject to retirement by rotation at AGM in accordance with the Articles of Association and, being eligible, will offer themselves for re-election. Biographical details of the above retiring Directors proposed to be re-elected at the AGM are set out in Appendix I to the circular of the Company dated 28 April 2026 (the "Circular").
An explanatory statement as required by the GEM Listing Rules in connection with the repurchase mandate under resolution no. 6 is set out in Appendix II to the Circular.
The register of members of the Company will be closed from Wednesday, 17 June 2026 to Tuesday, 23 June 2026, inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the AGM, all completed transfer forms accompanied by the relevant Share certificates must be lodged with 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 not later than 4:30 p.m. on Tuesday, 16 June 2026. The record date for the attending and voting at the AGM is on Tuesday, 23 June 2026.
Pursuant to Rule 17.47(4) of the GEM Listing Rules, the resolutions set out in this notice shall be voted by way of poll.
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A form of proxy for the AGM is enclosed.
In the event that a “black” rainstorm warning signal, a tropical cyclone warning signal number 8 or above, or “extreme conditions” caused by a super typhoon announced by Hong Kong Government is/are in force in Hong Kong at any time after 7:00 a.m. on Tuesday, 23 June 2026, it will be postponed that the AGM will not be held on that day. An announcement will be made in such event.
No refreshments or drinks will be served and no corporate gifts will be distributed at the AGM.
As at the date of this notice, the Board comprises Mr. Chan Yuen Lung Alfred, Mr. Li Tao and Ms. Tang Po Yee Joey as executive Directors; and Mr. Chow Yik, Mr. Yu Kwan Tseung Alvin and Mr. Tam Tsz Hin as independent non-executive Directors.
This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange of Hong Kong Limited 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 notice is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this notice misleading.
This notice will remain on the “Latest Listed Company Information” page of the website of the Stock Exchange at www.hkexnews.hk for at least 7 days from the date of its publication and on the website of the Company at www.8493.hk.