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SICC Co., Ltd. — Share Issue/Capital Change 2025
Sep 14, 2025
50726_rns_2025-09-14_59889366-0656-49e8-9420-580f9e319a41.pdf
Share Issue/Capital Change
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for the contents of this announcement, 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 announcement.
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the prospectus dated August 11, 2025 (the “Prospectus”) of SICC Co., Ltd. (山東天岳先進科技股份有限公司) (the “Company”).
This announcement is made pursuant to Section 9(2) of the Securities and Futures (Pricing Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong). This announcement is for information purposes only and does not constitute an invitation or offer by any person to acquire, purchase or subscribe for any securities. This announcement is not a prospectus. Potential investors should read the Prospectus for detailed information about the Global Offering described below before deciding whether or not to invest in the Offer Shares.
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 as amended from time to time (the "U.S. Securities Act") or securities law of any state or other jurisdiction of the United States. The securities may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. The securities are being offered and sold outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities Act. There will be no public offer of securities in the United States.
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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)
FULL EXERCISE OF THE OVER-ALLOTMENT OPTION, STABILIZING ACTIONS AND END OF STABILIZATION PERIOD
FULL EXERCISE OF THE OVER-ALLOTMENT OPTIONS
The Company announces that the Over-allotment Option described in the Prospectus has been fully exercised by the Sponsor-OC (for themselves and on behalf of the International Underwriters) on Sunday, September 14, 2025 in respect of an aggregate of 7,161,800 H Shares, representing approximately 15.0% of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option).
The Over-allotment Shares will be allotted and issued by the Company at HK$42.80 per H Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, Hong Kong Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015%), being the Offer Price per H Share under the Global Offering. The Over-allotment Shares will be used to facilitate the delivery of part of H Shares to the placees who have agreed to delayed delivery of the relevant H Shares subscribed by them under the Global Offering.
STABILIZING ACTIONS AND END OF STABILIZATION PERIOD
Pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), the Company further announces that the stabilization period in connection with the Global Offering ended on Sunday, September 14, 2025, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering.
The stabilizing actions undertaken by China International Capital Corporation Hong Kong Securities Limited, the Stabilizing Manager, or its affiliates or any person acting for it, during the stabilization period are set out in this announcement.
FULL EXERCISE OF THE OVER-ALLOTMENT OPTION
The Company announces that the Over-Allotment Option described in the Prospectus has been fully exercised by the Sponsor-OC (for themselves and on behalf of the International Underwriters), on Sunday, September 14, 2025, in respect of an aggregate of 7,161,800 H Shares (the "Over-allotment Shares"), representing approximately 15.0% of the total number of the Offer Shares initially available under the Global Offering (before any exercise of the Over-Allotment Option).
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The Over-Allotment Shares will be allotted and issued by the Company at HK$42.80 per H Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, Hong Kong Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015%), being the Offer Price per H Share under the Global Offering. The Over-allotment Shares will be used to facilitate the delivery of part of H Shares to the placees who have agreed to delayed delivery of the relevant Offer Shares subscribed by them under the Global Offering.
APPROVAL FOR LISTING
Approval for the listing of and permission to deal in the Over-allotment Shares has already been granted by the Hong Kong Stock Exchange. Listing of and dealings in the Over-allotment Shares are expected to commence on the Main Board of the Hong Kong Stock Exchange at 9:00 a.m. on Wednesday, September 17, 2025.
SHAREHOLDING STRUCTURE OF THE COMPANY UPON THE COMPLETION OF THE EXERCISE OF THE OVER-ALLOTMENT OPTION
The shareholding structure of the Company immediately before and immediately after the completion of the issue and allotment of the Over-allotment Shares pursuant to the full exercise of the Over-Allotment Option is as follows:
| Immediately before completion of the allotment and issue of the Over-allotment Shares | Immediately after completion of the allotment and issue of the Over-allotment Shares | |||
|---|---|---|---|---|
| Description of Shares | Number of Shares | Approximate % of the Company’s total issued share capital | Number of Shares | Approximate % of the Company’s total issued share capital |
| A Shares in issue(1) | 429,711,044(2) | 90.00% | 429,711,044(3) | 88.67% |
| H Shares issued pursuant to the Global Offering | 47,745,700 | 10.00% | 54,907,500 | 11.33% |
| Total | 477,456,744 | 100.0% | 484,618,544 | 100.0% |
Note:
(1) including 2,005,884 A Shares repurchased by our Company pursuant to the repurchase mandates approved by the Board.
(2) representing the number of A Shares in issue as at the trading day immediately before the date of this announcement.
(3) assuming that the number of A Shares in issue immediately after the completion of the Over-allotment Option remains unchanged.
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USE OF PROCEEDS
The additional net proceeds of approximately HK$299.6 million to be received by the Company from the issue of the Over-allotment Shares after deduction of the underwriting fees and commissions and other estimated expenses payable by the Company in connection with the full exercise of the Over-allotment Option, will be used by the Company on a pro rata basis for the purposes as set out in the section headed “Future Plans and Use of Proceeds — Use of Proceeds” in the Prospectus.
STABILIZING ACTIONS AND END OF STABILIZATION PERIOD
Pursuant to Section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), the Company announces that the stabilization period in connection with the Global Offering ended on Sunday, September 14, 2025, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering.
The stabilizing actions undertaken by China International Capital Corporation Hong Kong Securities Limited, the Stabilizing Manager, its affiliates or any person acting for it, during the stabilization period are set out below:
(1) over-allocations of an aggregate of 7,161,800 H Shares in the International Offering, representing approximately 15.0% of the total number of the Offer Shares initially offered under the Global Offering (before any exercise of the Over-allotment Option); and
(2) the full exercise of the Over-Allotment Option by the Sponsor-OC (for themselves and on behalf of the International Underwriters), on Sunday, September 14, 2025, in respect of an aggregate of 7,161,800 H Shares, representing approximately 15.0% of the total number of the Offer Shares initially available under the Global Offering (before any exercise of the Over-Allotment Option), at the price of HK$42.80 per H Share (exclusive of brokerage, SFC transaction levy, Hong Kong Stock Exchange trading fee and AFRC transaction levy), being the Offer Price per H Share under the Global Offering, to facilitate the delivery of part of H Shares to the placees who have agreed to delayed delivery of the relevant Offer Shares subscribed by them under the Global Offering.
There had been no purchase or sale of any H Shares on the market for the purpose of price stabilization by the Stabilizing Manager during the stabilization period.
PUBLIC FLOAT
Immediately following the completion of the Global Offering (before any exercise of the Over-allotment Option), the total number of the H Shares held by the public represents approximately 10.04% of the total issued share capital of the Company (excluding 2,005,884 A Shares repurchased by the Company as treasury shares), which is higher than the prescribed percentage of H Shares required to be held in public hands of 10% under Rule 19A.13A(2)(a) of the Listing Rules calculated based on the final Offer Price of HK$42.80 per H Share, thereby satisfying Rule 8.08(1) (as amended and replaced by Rule 19A.13A) of the Listing Rules.
Immediately after the full exercise of the Over-allotment Option, the total number of the H Shares held by the public represents approximately 11.38% of the total issued share capital of the Company (excluding 2,005,884 A Shares repurchased by the Company as treasury shares), also satisfying Rule 8.08(1) (as amended and replaced by Rule 19A.13A) of the Listing Rules.
By order of the Board
SICC CO., LTD.
Mr. Zong Yanmin
Chairman of the Board, Executive Director
and General Manager
Hong Kong, September 14, 2025
As at the date of this announcement, 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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