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SICC Co., Ltd. Proxy Solicitation & Information Statement 2025

Oct 23, 2025

50726_rns_2025-10-23_060f2305-ee96-407b-8380-da1379a7508a.pdf

Proxy Solicitation & Information Statement

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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.

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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 NOTICE OF EXTRAORDINARY GENERAL MEETING

REVISED NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of SICC CO., LTD. (the "Company") will be convened and held at 14:30 on 30 October 2025 at the Conference Room of SICC Company, No. 99, South Tianyue Road, Huaiyin District, Jinan City, Shandong Province for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions of the Company.

SPECIAL RESOLUTION

  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.

ORDINARY RESOLUTION

  1. 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.

By order of the Board
SICC CO., LTD.
Mr. Zong Yanmin
Chairman of the Board,
Executive Director and General Manager

Hong Kong, 23 October 2025

Notes:

  1. Pursuant to the Articles of Association of the Company, any shareholder (the “Shareholder”) of the Company who is entitled to attend and vote at an extraordinary general meeting may appoint one or more proxies to attend and vote on his/her behalf at the extraordinary general meeting. A proxy need not be a Shareholder of the Company.

  2. 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 this revised notice, a revised proxy form (the “Revised Proxy Form”) will be despatched to the Shareholders. 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 the Revised Proxy Form in accordance with the instructions printed thereon. 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 the Revised Proxy Form in accordance with the instructions printed thereon. For the holders of H Shares, the Revised Proxy Form 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. The Revised Proxy Form 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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  1. 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 this revised notice.

(ii) if the Revised Proxy Form is lodged with the Company before the Closing Time, the Revised Proxy Form will be treated as a valid proxy form lodged by the Shareholder if correctly completed.

(iii) if the Revised Proxy Form is lodged after the Closing Time, the Revised Proxy Form 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 the Revised Proxy Form) will not be counted in any poll which will be taken on a proposed resolution. Accordingly, Shareholders are advised not to lodge the Revised Proxy Form 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.

  1. Shareholders or their proxies shall produce their identity documents when attending the EGM.

  2. In order to determine the identity of the Shareholders entitled to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 29 October 2025 to Thursday, 30 October 2025 (both days inclusive), during which period no share transfer will be registered.

  3. Shareholders whose names appear on the register of members of the Company on Thursday, 30 October 2025 are entitled to attend and vote at the EGM.

  4. In order to attend and vote at the EGM, holders of H shares of the Company whose transfers have not been registered shall deposit the transfer forms together with the relevant share certificates, at the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 16:30 on Tuesday, 28 October 2025.

  5. The EGM is not expected to take more than half a day. Shareholders or their proxies attending the EGM shall be responsible for their own travel and accommodation expenses.

  6. Unless the context otherwise requires, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 15 October 2025.

As at the date of this notice, the Board comprises: (i) Mr. Zong Yanmin, Mr. Gao Chao and Mr. Wang Junguo as executive Directors; (ii) Mr. Qiu Yufeng, Ms. Li Wanyue and Mr. Fang Wei as non-executive Directors; and (iii) Mr. Li Honghui, Ms. Liu Hua and Mr. Lai Kwok Hung Alex as independent non-executive Directors.

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