Bitfire Group Holdings Ltd. (Bitfire) disclosed that its wholly-owned subsidiary, Bitfire Asset Management (Hong Kong) Ltd., signed five separate Asset Management Services Framework Agreements on 28 September 2026 with five connected persons of the company. The mandates cover asset-management services for existing and future funds in which the counterparties and/or their associates invest and will run from 1 October 2026 to 30 September 2029.
Key terms • Counterparties: – Mr Li Lin (Non-executive Director; 29.79% shareholder) – Agreement I – Mr Weng Xiaoqi (Executive Director & CEO) – Agreement II – Mr Xing Yue (COO; director of Bitfire AM) – Agreement III – Ms Zhang Li (Executive Director & CFO) – Agreement IV – Mr Guo Wenbin (CTO) – Agreement V
• Services: Investment management, including management fees, performance fees and carried-interest distributions. Fee rates are to be no less favourable than those offered to independent third-party investors and are capped at an annual management-fee rate of 2 % of committed capital or net asset value.
• Term: Three years (1 Oct 2026 – 30 Sep 2029).
Proposed annual caps (HK$ million) Agreement I (Mr Li): FY27 – 12.00; FY28 – 16.00; FY29 – 20.00 Agreements II–V (each): FY27 – 8.00; FY28 – 12.00; FY29 – 16.00
Combined, the maximum potential exposure across all five agreements is HK$44.00 million for FY2027, HK$64.00 million for FY2028 and HK$84.00 million for FY2029.
Historical fee reference • Existing Funds I (Mr Li): HK$32.94 million (FY2024), HK$23.42 million (FY2025), HK$4.85 million (11 months to Aug 2026). • Existing Funds III (Mr Xing): HK$0.17 million (11 months to Aug 2026); no revenue recorded in FY2024–FY2025.
Listing Rules treatment The transactions are classified as continuing connected transactions under Chapter 14A. Each agreement’s highest applicable percentage ratio exceeds 0.1 % but is below 5 %, triggering reporting, annual-review and announcement requirements while exempting the company from circular and independent-shareholder approval. Directors with interests in the respective agreements abstained from voting.
Governance and controls Bitfire outlined multi-layered internal controls, including: 1. Benchmarking fee terms against market data and third-party arrangements. 2. Monthly monitoring of aggregate fees against annual caps, with escalation at 85 % utilisation. 3. Annual reviews by the internal audit department, independent non-executive directors and external auditors.
Strategic rationale Management expects the mandates to enlarge Bitfire’s asset-management platform, diversify fund products and capitalise on robust demand for professional asset-management services, thereby supporting the group’s long-term growth objectives.
Comments