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SICC Co., Ltd. — Proxy Solicitation & Information Statement 2025
Oct 23, 2025
50726_rns_2025-10-23_5359c142-5c7d-4baa-bc68-d28423d2479d.pdf
Proxy Solicitation & Information Statement
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SICC
SICC CO., LTD.
山東天岳先進科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2631)
REVISED FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON THURSDAY, 30 OCTOBER 2025 OR AT ANY ADJOURNMENT THEREOF
(for holders of H Shares)
I/We $^{(Note2)}$
of
being the registered holder(s) of $^{(Note 1)}$ H Share(s) of RMB1.00 each in the share capital of the Company, HEREBY APPOINT $^{(Note 3)}$ THE CHAIRPERSON OF THE MEETING or
of
as my/our proxy to attend at the extraordinary general meeting of the Company (the "Meeting") (and at any adjournment thereof) to be held at the Conference Room of SICC Company, No. 99, South Tianyue Road, Huaiyin District, Jinan City, Shandong Province at 14:30 on Thursday, 30 October 2025 for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the Meeting dated 15 October 2025 (as revised on 23 October 2025) and vote for me/us and in my/our names in respect of the resolutions as indicated below, or, if no such indication is given, as my/our proxy thinks fit.
| AS SPECIAL RESOLUTION | FOR^{(Note 3)} | AGAINST^{(Note 3)} | ABSTAIN^{(Note 3)} | |
|---|---|---|---|---|
| 1. | To consider and approve the resolution on the change of registered capital, cancellation of the Supervisory Committee and amendments to the Articles of Association and its appendices. | |||
| AS ORDINARY RESOLUTION | FOR^{(Note 3)} | AGAINST^{(Note 3)} | ABSTAIN^{(Note 3)} | |
| 2. | To consider and approve the resolution on the proposed amendments to the Governance Policies: | |||
| 2.1 | To consider and approve the proposed amendments to the External Guarantee Management System. | |||
| 2.2 | To consider and approve the proposed amendments to the External Investment Management System. | |||
| 2.3 | To consider and approve the proposed amendments to the Connected Transaction Decision-Making System. | |||
| 2.4 | To consider and approve the proposed amendments to the Independent Director System. | |||
| 2.5 | To consider and approve the proposed amendments to the Raised Funds Management System. | |||
| 2.6 | To consider and approve the proposed amendments to the Investor Relations Management System. | |||
| 2.7 | To consider and approve the proposed amendments to the Code of Conduct of Controlling Shareholders and Actual Controllers. | |||
| 2.8 | To consider and approve the proposed amendments to the Information Disclosure Management System. | |||
| 2.9 | To consider and approve the proposed amendments to the Remuneration Management System of Directors and Senior Management. |
Dated this __ day of __ 2025
Signature(s) $^{(Note 5)}$ __
Notes:
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Please insert the number and type of share(s) registered in your name(s) relating to this revised form of proxy. If no number is inserted, this revised form of proxy will be deemed to relate to all of the shares in the capital of the Company registered in your name(s).
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
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If any proxy other than the Chairperson is preferred, please strike out “THE CHAIRPERSON OF THE MEETING” here inserted and insert the name and address of the proxy desired in the space provided. You may appoint one or more proxies to attend the Meeting. A proxy need not be a shareholder of the Company (“Shareholder(s)” or “Member(s)”) but must attend the Meeting in person to represent you. IF NO NAME IS INSERTED, THE CHAIRPERSON OF THE MEETING WILL ACT AS PROXY. ANY ALTERATION MADE TO THIS REVISED FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST”, IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “ABSTAIN”, AND YOUR VOTING WILL BE COUNTED IN THE TOTAL NUMBER OF VOTES CAST IN THAT RESOLUTION FOR THE PURPOSE OF CALCULATING THE RESULT OF THAT RESOLUTION. Failure to complete any or all of the boxes will entitle your proxy to cast his/her/its votes at his/her/its discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.
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Any Member entitled to attend and vote at the Meeting shall be entitled to appoint another person (who must be an individual) as his/her/its proxy to attend and vote instead of him/her/it and a proxy so appointed shall have the same right as the Member to speak at the Meeting. On a poll, votes may be given either personally or by proxy. A proxy need not be a Member. A Member may appoint more than one proxy to attend on the same occasion.
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This revised form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its seal or under the hand of an officer or attorney duly authorised. If this revised form of proxy is signed by an attorney of the Shareholder, the power of attorney authorising that attorney to sign or other document(s) of authorisation must be notarized.
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As the form of proxy sent together with the notice of EGM dated 15 October 2025 (the “Original Proxy Form”) does not contain the ordinary resolutions 2.1 to 2.9 as set out in the revised notice of EGM dated 23 October 2025, any Shareholder who intends to appoint a proxy to attend the EGM but has not yet lodged the Original Proxy Form is required to complete and return this revised form of proxy in accordance with the instructions printed hereon. In such case, the Original Proxy Form should not be lodged with the Company. Any Shareholder who has already lodged the Original Proxy Form with the Company should also complete and return this revised form of proxy in accordance with the instructions printed hereon. For the holders of H Shares, this revised form of proxy shall be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shop 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong. This revised form of proxy must be served not less than 24 hours before the time scheduled for holding the EGM (or any adjournment thereof) (the “Closing Time”).
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Any Shareholder who has already lodged the Original Proxy Form with the Company should note that:
(i) if no Revised Proxy Form is lodged with the Company, the Original Proxy Form will be treated as a valid proxy form lodged by him/her, if correctly completed. The proxy so appointed pursuant to the Original Proxy Form will be entitled to vote in accordance with the instructions given by the Shareholders or at his/her discretion (if no such instructions) on any resolutions properly put to the EGM including the ordinary resolutions 2.1 to 2.9 as set out in the revised notice.
(ii) if this revised form of proxy is lodged with the Company before the Closing Time, this revised form of proxy will be treated as a valid proxy form lodged by the Shareholder if correctly completed.
(iii) if this revised form of proxy is lodged after the Closing Time, this revised form of proxy will be invalid. The Original Proxy Form previously lodged by the Shareholder will also be revoked. The purported proxy so appointed by invalid or revoked proxy form (whether appointed under the Original Proxy Form or this revised form of proxy) will not be counted in any poll which will be taken on a proposed resolution. Accordingly, Shareholders are advised not to lodge this revised form of proxy after the Closing Time. In such case, if such Shareholders wish to vote at the meeting, they will have to attend in person and vote at the meeting by themselves.
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In case of joint Shareholder for any share, only the person whose name is at the first place on the register of members has the rights to receive the certificate of relevant shares and notice from the Company and to attend or exercise all of the votes relating to the shares.
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Shareholders or their proxies shall provide their identity documents when attending the Meeting.