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SICC Co., Ltd. — Share Issue/Capital Change 2025
Aug 19, 2025
50726_rns_2025-08-19_418c93e4-20ea-454c-8e16-5fb06db32ae4.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.
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.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential investors should read the prospectus dated August 11, 2025 (the “Prospectus”) issued by SICC Co., Ltd. (山東天岳先進科技股份有限公司) (the “Company”) for detailed information about the Global Offering described below before deciding whether or not to invest in the H Shares thereby being offered. Any investment decision in relation to the Offer Shares should be taken solely in reliance on the information in the Prospectus. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended.
Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those defined in the Prospectus.
In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited, as stabilizing manager (the “Stabilizing Manager”) (or its affiliates or any person acting for it), on behalf of the Underwriters, the extent permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere, may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the H Shares at such price, in such amounts and in such manners as the Stabilizing Manager, its affiliates or any person acting for it may determine and at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager (or its affiliates or any person acting for it) to conduct any such stabilizing action. Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the Stabilization Manager (or its affiliates or any person acting for it) and in what the Stabilizing Manager reasonably regards as the best interest of our Company, (b) may be discontinued at any time and (c) is required to be brought to an end within 30 days of the last day for lodging applications under the Hong Kong Public Offering (which is Sunday, September 14, 2025). Such stabilizing action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Potential investors should be aware that no stabilizing action can be taken to support the price of the H Shares for longer than the stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th day after the last day for lodging applications under the Hong Kong Public Offering (which is Sunday, September 14, 2025). After this date, when no further stabilizing action may be taken, demand for the H Shares, and therefore the price of the H Shares, could fall.
Potential investors of the Offer Shares should note that the Sponsor-OC (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on Wednesday, August 20, 2025).
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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)
Global Offering
Number of Offer Shares under the Global Offering : 47,745,700 H Shares (subject to the Over-allotment Option)
Number of Hong Kong Offer Shares : 16,711,000 H Shares (as adjusted after reallocation)
Number of International Offer Shares : 31,034,700 H Shares (as adjusted after reallocation and subject to the Over-allotment Option)
Final Offer Price : HK$42.80 per H Share, plus 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%
Nominal value : RMB1.00 per H Share
Stock code : 2631
Joint Sponsors, Sponsor-OC, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
CICC 中金公司
CITIC SECURITIES
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
海通國際 HAITONG
中華國際 BOCI
UOB KayHian
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
滙豐 HSBC
ZTSC 中泰國際
Joint Bookrunners and Joint Lead Managers
ICBC 工银国际
國際証券(西部)
大韓語含有限公司 SUN SECURITIES LIMITED
CMBI 中福基国际
中國銀河國際
中國銀河國際
國際証券
ABCI 禽銀國際
富豪證券
華福國際
FASTS INTERNATIONAL
FOSUN INTL SECURITIES
老虎證券
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SICC CO., LTD. / 山東天岳先進科技股份有限公司
ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
| Warning: In view of high concentration of shareholding in a small number of Shareholders, Shareholders and prospective investors should be aware that the price of the H Shares could move substantially even with a small number of H Shares traded and should exercise extreme caution when dealing in the H Shares. | |
|---|---|
| SUMMARY | |
| Company information | |
| Stock code | 2631 |
| Stock short name | SICC |
| Dealings commencement date | August 20, 2025* |
*see note at the end of the announcement
| Price Information | |
|---|---|
| Final Offer Price | HK$42.80 |
| Maximum Offer Price | HK$42.80 |
| Offer Shares and Share Capital | |
| --- | --- |
| Number of Offer Shares | 47,745,700 |
| Final Number of Offer Shares in Public Offer (after reallocation) | 16,711,000 |
| Final Number of Offer Shares in International Offer (after reallocation) | 31,034,700 |
| Number of issued Shares upon Listing (before exercise of the Over-allotment Option) | 477,456,744 |
| Over-allocation | |
| --- | --- |
| No. of Offer Shares over-allocated | 7,161,800 |
| - International Offer | 7,161,800 |
| Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases in the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a combination of these means. In the event the Over-allotment Option is exercised, an announcement will be made on the Stock Exchange’s website. | |
| Proceeds | |
| --- | --- |
| Gross proceeds (Note) | HK$2,043.5 million |
| Less: Estimated listing expenses payable based on Final Offer Price | HK$(105.4) million |
| Net proceeds | HK$1,938.1 million |
Note: Gross proceeds refers to the amount which the Company is entitled to receive. For details of the use of proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus. The Company will adjust the allocation of the net proceeds from the exercise of the Over-allotment Option (if any) for the purposes as set out in the section headed “Future Plans and Use of Proceeds” of the Prospectus on a pro rata basis.
1
ALLOTMENT RESULTS DETAILS
PUBLIC OFFER
| Issue | Price |
|---|---|
| No. of valid applications | 215,519 |
| No. of successful applications | 90,802 |
| Subscription level | 2809.19 times |
| Claw-back triggered | Yes |
| No. of Offer Shares initially available under the Public Offer | 2,387,300 |
| No. of Offer Shares reallocated from the International Offer (claw-back) | 14,323,700 |
| Final no. of Offer Shares under the Public Offer (after reallocation) | 16,711,000 |
| % of Offer Shares under the Public Offer to the Global Offering | 35.00% |
Note: For details of the final allocation of H Shares to the Public Offer, investors can refer to www.eipo.com.hk/eIPOAllotment to perform a search by identification number or www.eipo.com.hk/eIPOAllotment for the full list of allottees.
INTERNATIONAL OFFER
| Issue | Price |
|---|---|
| No. of places | 146 |
| Subscription Level | 9.04 times |
| No. of Offer Shares initially available under the International Offer | 45,358,400 |
| No. of Offer Shares reallocated to the Public Offer (claw-back) | 14,323,700 |
| Final no. of Offer Shares under the International Offer (after reallocation) | 31,034,700 |
| % of Offer Shares under the International Offer to the Global Offering | 65.00% |
The Directors confirm that, to the best of their knowledge, information and belief, save for (a) a waiver from strict compliance with Rule 10.04 of the Listing Rules and a consent under paragraph 1C(2) of Appendix F1 to the Listing Rules (the "Placing Guidelines") granted by the Stock Exchange to permit the Company to allocate certain Offer Shares in the International Offering to certain Existing Minority Shareholders and/or their close associates, and (b) a consent under Chapter 4.15 of the Guide for New Listing Applicants to permit the Company to, among other things, allocate further H Shares in the International Offering to an existing Shareholder and/or its close associates and a Cornerstone Investor and/or its close associates, (i) none of the Offer Shares subscribed by the places and the public have been financed directly or indirectly by the Company, any of the Directors, Supervisors, chief executive of the Company, Controlling Shareholders, substantial Shareholders, existing Shareholders of the Company or any of its subsidiaries or their respective close associates; and (ii) none of the places and the public who have purchased the Offer Shares are accustomed to taking instructions from the Company, any of the Directors, Supervisors, chief executive of the Company, Controlling Shareholders, substantial Shareholders, existing Shareholders of the Company or any of its subsidiaries or their respective close associates in relation to the acquisition, disposal, voting or other disposition of H Shares registered in his/her/its name or otherwise held by him/her/it.
The places in the International Offer include the following:
Cornerstone Investors
| Investor | No. of Offer Shares allocated | % of Offer Shares (assuming the Over-allotment Option is not exercised) | % of total issued H Shares after the Global Offering (assuming the Over-allotment Option is not exercised) | % of total issued share capital after the Global Offering (assuming the Over-allotment Option is not exercised) | Existing shareholders or their close associates |
|---|---|---|---|---|---|
| Guoneng Environmental Protection Investment Group Co., Limited | 9,170,400 | 19.21% | 19.21% | 1.92% | No |
| Mirae Asset Securities (HK) Limited | 2,751,100 | 5.76% | 5.76% | 0.58% | No |
| SDG Asset Management (HK) Limited | 2,336,400 | 4.89% | 4.89% | 0.49% | No |
| H&T Intelligent Control International Co., Limited | 1,869,100 | 3.91% | 3.91% | 0.39% | No |
| Mr. Lan Kun | 1,168,200 | 2.45% | 2.45% | 0.24% | No |
| Total | 17,295,200 | 36.22% | 36.22% | 3.62% | |
| Notes: | |||||
| (1) The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to be issued under the Global Offering. | |||||
| (2) In addition to the Offer Shares subscribed for as Cornerstone Investors, Mirae Asset Securities (HK) Limited, or its close associate, was allocated further Offer Shares as places in the International Offering. Please refer to the section headed “Allotment Results Details – International Offer – Allotees with Waivers/Consents Obtained” in this announcement for details. Only the Offer Shares subscribed for as Cornerstone Investors are subject to lock-up as indicated below. For details, please refer to the section headed “Lock-up Undertakings – Cornerstone Investors” in this announcement. |
Allotees with Waivers/Consents Obtained
| Investor | No. of Offer Shares allocated | % of Offer Shares (assuming the Over-allotment Option is not exercised) | % of total issued H Shares after the Global Offering (assuming the Over-allotment Option is not exercised)^{Note 4} | % of total issued share capital after the Global Offering (assuming the Over-allotment Option is not exercised)^{Note 5} | Relationship |
|---|---|---|---|---|---|
| Allotees with waiver from strict compliance with the requirements under Rule 10.04 of the Listing Rules and consent under paragraph 1C(2) of the Placing Guidelines in relation to subscription for H Shares by Existing Minority Shareholders holding more than 1% of the issued share capital of the Company immediately prior to the completion of the Global Offering and/or their close associates^{Note 1} | |||||
| E Fund Management Co., Ltd. | 158,000 | 0.33% | 0.33% | 0.03% | A close associate of an Existing Minority Shareholder. |
| E Fund Management (Hong Kong) Co., Limited | 25,000 | 0.05% | 0.05% | 0.01% | A close associate of an Existing Minority Shareholder. |
| JANE STREET FINANCIAL LIMITED | 128,000 | 0.27% | 0.27% | 0.03% | An Existing Minority Shareholder. |
| Allotees with consent under Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations of further H Shares to a close associate of an existing Shareholder and a close associate of a Cornerstone Investor^{Note 2} | |||||
| Mirae Asset Securities Co., Ltd. | 46,000 | 0.10% | 0.10% | 0.01% | Mirae Asset Securities Co., Ltd. is a close associate of Mirae Asset Securities (HK) Limited, one of the Cornerstone Investors. |
| Guotai Junan Investments (Hong Kong) Limited | 20,000 | 0.04% | 0.04% | 0.00% | Guotai Junan Investments (Hong Kong) Limited is a close associate of an existing Shareholder. |
| Allotees with consent under paragraph 1C(1) of Appendix F1 to the Listing Rules (the “Placing Guidelines”) and Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations to connected clients^{Note 3} | |||||
| CITIC Securities International Capital | 1,332,600 | 2.79% | 2.79% | 0.28% | Connected client |
| Investor | No. of Offer Shares allocated | % of Offer Shares (assuming the Over-allotment Option is not exercised) | % of total issued H Shares after the Global Offering (assuming the Over-allotment Option is not exercised)Note 4 | % of total issued share capital after the Global Offering (assuming the Over-allotment Option is not exercised)Note 5 | Relationship |
|---|---|---|---|---|---|
| Management Limited | |||||
| Guotai Junan Investments (Hong Kong) Limited | 20,000 | 0.04% | 0.04% | 0.00% | Connected client |
| GF Global Capital Limited | 183,000 | 0.38% | 0.38% | 0.04% | Connected client |
| E Fund Management Co., Ltd. | 158,000 | 0.33% | 0.33% | 0.03% | Connected client |
| E Fund Management (Hong Kong) Co., Limited | 25,000 | 0.05% | 0.05% | 0.01% | Connected client |
| Notes: | |||||
| 1. The Stock Exchange has granted a waiver from strict compliance with the requirements under Rule 10.04 of the Listing Rules and consent under Paragraph 1C(2) of the Placing Guidelines to permit H Shares in the International Offering to be placed to certain Existing Minority Shareholders. Please refer to the section headed “Waivers from Strict Compliance with the Listing Rules – Allocation of H Shares to Existing Minority Shareholders and their Close Associates” of the Prospectus for more details. To the best knowledge, information and belief of the Company after due enquiry, details of the allocations to the Existing Minority Shareholders holding more than 1% of the issued share capital of the Company immediately prior to the completion of the Global Offering have been disclosed in this announcement. | |||||
| 2. The number of Offer Shares allocated to the relevant investors listed in this subsection only represents the number of Offer Shares allocated to the investors as places in the International Offering. For allocations of Offer Shares to the relevant investors as Cornerstone Investors, please refer to the section headed “Allotment Results Details – International Offer – Cornerstone Investors” in this announcement. For details of the consent under Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations of further H Shares to the existing Shareholders and/or their close associates and Cornerstone investors, please refer to the section headed “Others/Additional Information – Allocations of Offer Shares a close associate of an existing Shareholders and a close associate of a Cornerstone Investor with consent under Chapter 4.15 of the Guide for New Listing Applicants” in this announcement. |
6
| Investor | No. of Offer Shares allocated | % of Offer Shares (assuming the Over-allotment Option is not exercised) | % of total issued H Shares after the Global Offering (assuming the Over-allotment Option is not exercised) ^{Note 4} | % of total issued share capital after the Global Offering (assuming the Over-allotment Option is not exercised) ^{Note 5} | Relationship |
|---|---|---|---|---|---|
| 3. The H Shares placed to such allottees are held on behalf of independent third parties (as defined in Chapter 4.15 of the Guide for New Listing Applicants and are in compliance with all the conditions under the consent granted by the Stock Exchange. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations to connected clients, please refer to the section headed “Others / Additional Information – Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing Guidelines” in this announcement. | |||||
| 4. The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to be issued under the Global Offering. | |||||
| 5. Only taking into account the H Shares allocated to the relevant investors under the Global Offering. |
LOCK-UP UNDERTAKINGS
Controlling Shareholders
| Name | Number of Shares held in the Company subject to lock-up undertakings upon Listing | Number of H Shares held in the Company subject to lock-up undertakings upon listing | % of total issued H Shares after the Global Offering subject to lock-up undertakings upon Listing (assuming the Over-allotment Option is not exercised) ^{Note 4} | % of shareholding in the Company subject to lock-up undertakings upon Listing (assuming the Over-allotment Option is not exercised) | Last day subject to the lock-up undertakings ^{Note1} |
|---|---|---|---|---|---|
| Mr. Zong | 129,302,726 | - | - | 27.08% | February 19, 2026 (First Six-month Period) ^{Note 2} |
| August 19, 2026 (Second Six-month Period) ^{Note 3} |
Cornerstone Investors
| Name | Number of Shares held in the Company subject to lock-up undertakings upon Listing | Number of H Shares held in the Company subject to lock-up undertakings upon listing | % of total issued H Shares after the Global Offering subject to lock-up undertakings upon Listing (assuming the Over-allotment Option is not exercised)^{Note 4} | % of shareholding in the Company subject to lock-up undertakings upon Listing (assuming the Over-allotment Option is not exercised) | Last day subject to the lock-up undertakings^{Note1} |
|---|---|---|---|---|---|
| Shanghai Maiming | 23,133,000 | - | - | 4.85% | February 19, 2026 (First Six-month Period)^{Note 2} |
| August 19, 2026 (Second Six-month Period)^{Note 3} | |||||
| Shanghai Zhuao | 12,900,000 | - | - | 2.70% | February 19, 2026 (First Six-month Period)^{Note 2} |
| August 19, 2026 (Second Six-month Period)^{Note 3} | |||||
| Subtotal | 165,335,726 | - | - | 34.63% | |
| Notes: | |||||
| 1. In accordance with the relevant Listing Rule/guidance materials, the required lock-up for the first six-month period ends on February 19, 2026 and for the second six-month period ends on August 19, 2026. | |||||
| 2. The Controlling Shareholders may dispose of or transfer Shares after the indicated date subject to that the Controlling Shareholders will not cease to be a Controlling Shareholder. | |||||
| 3. The Controlling Shareholders will cease to be prohibited from disposing of or transferring Shares after the indicated date. | |||||
| 4. The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to be issued under the Global Offering. |
| Name | Number of Shares held in the Company subject to lock-up undertakings upon Listing | Number of H Shares held in the Company subject to lock-up undertakings upon listing | % of total issued H Shares after the Global Offering subject to lock-up undertakings upon Listing (assuming the Over-allotment Option is not exercised)Note 1 | % of shareholding in the Company subject to lock-up undertakings upon Listing (assuming the Over-allotment Option is not exercised) | Last day subject to the lock-up undertakings Note 2 |
|---|---|---|---|---|---|
| Guoneng Environmental Protection Investment Group Co., Limited | 9,170,400 | 9,170,400 | 19.21% | 1.92% | February 19, 2026 |
| Mirae Asset Securities (HK) Limited | 2,751,100 | 2,751,100 | 5.76% | 0.58% | February 19, 2026 |
| SDG Asset Management (HK) Limited | 2,336,400 | 2,336,400 | 4.89% | 0.49% | February 19, 2026 |
| H&T Intelligent Control International Co., Limited | 1,869,100 | 1,869,100 | 3.91% | 0.39% | February 19, 2026 |
| Mr. Lan Kun | 1,168,200 | 1,168,200 | 2.45% | 0.24% | February 19, 2026 |
| Subtotal | 17,295,200 | 17,295,200 | 36.22% | 3.62% | |
| Notes:1. The number of H Shares immediately after the Global Offering is the same as the number of Offer Shares to be issued under the Global Offering.2. In accordance with the relevant cornerstone investment agreements, the required lock-up ends on February 19, 2026. The Cornerstone Investors will cease to be prohibited from disposing of or transferring H Shares subscribed for pursuant to the relevant cornerstone investment agreements after the indicated date. |
9
PLACEE CONCENTRATION ANALYSIS
| Placees* | Number of H Shares allotted | Allotment as % of International Offering (assuming no exercise of the Over-allotment Option) | Allotment as % of International Offering (assuming the Over-allotment Option is fully exercised and new H Shares are issued) | Allotment as % of total Offer Shares (assuming no exercise of the Over- allotment Option) | Allotment as % of total Offer Shares (assuming the Over-allotment Option is fully exercised and new H Shares are issued) | Number of H Shares held upon Listing | % of total issued share capital upon Listing (assuming no exercise of the Over-allotment Option) | % of total issued share capital upon Listing (assuming the Over-allotment Option is fully exercised and new H Shares are issued) |
|---|---|---|---|---|---|---|---|---|
| Top 1 | 11,506,800 | 37.08% | 30.13% | 24.10% | 20.96% | 11,506,800 | 2.41% | 2.37% |
| Top 5 | 20,207,000 | 65.11% | 52.90% | 42.32% | 36.80% | 20,207,000 | 4.23% | 4.17% |
| Top 10 | 26,788,500 | 86.32% | 70.13% | 56.11% | 48.79% | 26,788,500 | 5.61% | 5.53% |
| Top 25 | 32,565,000 | 104.93% | 85.26% | 68.21% | 59.31% | 32,565,000 | 6.82% | 6.72% |
Notes
* Ranking of places is based on the number of H Shares allotted to the places.
H SHAREHOLDER CONCENTRATION ANALYSIS
| H Shareholders * | Number of H Shares allotted | Allotment as % of International Offering (assuming no exercise of the Over-allotment Option) | Allotment as % of International Offering (assuming the Over-allotment Option is fully exercised and new H Shares are issued) | Allotment as % of total Offer Shares (assuming no exercise of the Over- allotment Option) | Allotment as % of total Offer Shares (assuming the Over-allotment Option is fully exercised and new H Shares are issued) | Number of H Shares held upon Listing | % of total issued H share capital upon Listing (assuming no exercise of the Over-allotment Option) | % of total issued H share capital upon Listing (assuming the Over-allotment Option is fully exercised and new H Shares are issued) | Number of Shares held upon Listing |
|---|---|---|---|---|---|---|---|---|---|
| Top 1 | 11,506,800 | 37.08% | 30.13% | 24.10% | 20.96% | 11,506,800 | 2.41% | 2.37% | 11,506,800 |
| Top 5 | 20,207,000 | 65.11% | 52.90% | 42.32% | 36.80% | 20,207,000 | 4.23% | 4.17% | 20,207,000 |
| Top 10 | 26,788,500 | 86.32% | 70.13% | 56.11% | 48.79% | 26,788,500 | 5.61% | 5.53% | 26,788,500 |
| Top 25 | 32,565,000 | 104.93% | 85.26% | 68.21% | 59.31% | 32,565,000 | 6.82% | 6.72% | 32,565,000 |
Notes
- Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
SHAREHOLDER CONCENTRATION ANALYSIS
| Shareholder s* | Number of H Shares allotted | Allotment as % of International Offering (assuming no exercise of the Over-allotment Option) | Allotment as % of International Offering (assuming the Over-allotment Option is fully exercised and new H Shares are issued) | Allotment as % of total Offer Shares (assuming no exercise of the Over-allotment Option) | Allotment as % of total Offer Shares (assuming the Over-allotment Option is fully exercised and new H Shares are issued) | Number of H Shares held upon Listing | Number of Shares held upon Listing | % of total issued share capital upon Listing (assuming no exercise of the Over-allotment Option) | % of total issued share capital upon Listing (assuming the Over-allotment Option is fully exercised and new H Shares are issued) |
|---|---|---|---|---|---|---|---|---|---|
| Top 1 | - | - | - | - | - | - | 167,341,610 | 35.05% | 34.53% |
| Top 5 | 11,526,800 | 37.14% | 30.18% | 24.14% | 20.99% | 11,526,800 | 280,295,118 | 58.71% | 57.84% |
| Top 10 | 11,709,800 | 37.73% | 30.66% | 24.53% | 21.33% | 11,709,800 | 312,954,433 | 65.55% | 64.58% |
| Top 25 | 24,642,600 | 79.40% | 64.52% | 51.61% | 44.88% | 24,642,600 | 342,022,768 | 71.63% | 70.58% |
Note
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing.
11
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by the public will be conditionally allocated on the basis set out below:
| NO. OF SHARES APPLIED FOR | NO. OF VALID APPLICATIONS | BASIS OF ALLOTMENT / BALLOT POOL A | APPROXIMATE PERCENTAGE ALLOTTED OF THE TOTAL NO. OF SHARES APPLIED FOR |
|---|---|---|---|
| 100 | 45,109 | 13,533 out of 45,109 to receive 100 Shares | 30.00% |
| 200 | 22,599 | 6,780 out of 22,599 to receive 100 Shares | 15.00% |
| 300 | 8,802 | 2,642 out of 8,802 to receive 100 Shares | 10.01% |
| 400 | 5,778 | 1,735 out of 5,778 to receive 100 Shares | 7.51% |
| 500 | 6,829 | 2,051 out of 6,829 to receive 100 Shares | 6.01% |
| 600 | 3,021 | 908 out of 3,021 to receive 100 Shares | 5.01% |
| 700 | 2,464 | 741 out of 2,464 to receive 100 Shares | 4.30% |
| 800 | 2,135 | 643 out of 2,135 to receive 100 Shares | 3.76% |
| 900 | 1,758 | 530 out of 1,758 to receive 100 Shares | 3.35% |
| 1,000 | 13,833 | 4,171 out of 13,833 to receive 100 Shares | 3.02% |
| 1,500 | 5,027 | 1,516 out of 5,027 to receive 100 Shares | 2.01% |
| 2,000 | 7,697 | 2,322 out of 7,697 to receive 100 Shares | 1.51% |
| 2,500 | 4,830 | 1,458 out of 4,830 to receive 100 Shares | 1.21% |
| 3,000 | 5,080 | 1,534 out of 5,080 to receive 100 Shares | 1.01% |
| 3,500 | 2,431 | 735 out of 2,431 to receive 100 Shares | 0.86% |
| 4,000 | 2,556 | 773 out of 2,556 to receive 100 Shares | 0.76% |
| 4,500 | 2,257 | 683 out of 2,257 to receive 100 Shares | 0.67% |
| 5,000 | 4,230 | 1,281 out of 4,230 to receive 100 Shares | 0.61% |
| 6,000 | 2,928 | 887 out of 2,928 to receive 100 Shares | 0.50% |
| 7,000 | 2,481 | 752 out of 2,481 to receive 100 Shares | 0.43% |
| 8,000 | 2,470 | 749 out of 2,470 to receive 100 Shares | 0.38% |
| 9,000 | 2,001 | 607 out of 2,001 to receive 100 Shares | 0.34% |
| 10,000 | 13,160 | 3,993 out of 13,160 to receive 100 Shares | 0.30% |
| 20,000 | 7,629 | 3,510 out of 7,629 to receive 100 Shares | 0.23% |
| 30,000 | 4,632 | 3,058 out of 4,632 to receive 100 Shares | 0.22% |
| 40,000 | 3,577 | 3,005 out of 3,577 to receive 100 Shares | 0.21% |
| 50,000 | 2,683 | 100 Shares | 0.20% |
| 100 Shares plus 135 out of 1,697 to receive additional 100 Shares | 0.18% | ||
| 60,000 | 1,697 | 100 Shares plus 177 out of 1,483 to receive additional 100 Shares | 0.16% |
| 70,000 | 1,483 | 100 Shares plus 354 out of 1,772 to receive additional 100 Shares | 0.15% |
| 80,000 | 1,772 | 100 Shares plus 386 out of 1,485 to receive additional 100 Shares | 0.14% |
| 90,000 | 1,485 |
| 100,000 | 9,836 | 100 Shares plus 2,950 out of 9,836 to receive additional 100 Shares | 0.13% |
|---|---|---|---|
| 204,270 | Total number of Pool A successful applicants: 79,553 | ||
| POOL B | |||
| 400 Shares plus 4,982 out of 5,644 to receive additional 100 Shares | 0.24% | ||
| 200,000 | 5,644 | ||
| 300,000 | 1,895 | 700 Shares | 0.23% |
| 400,000 | 979 | 800 Shares | 0.20% |
| 500,000 | 586 | 900 Shares | 0.18% |
| 600,000 | 635 | 1,000 Shares | 0.17% |
| 800,000 | 497 | 1,300 Shares | 0.16% |
| 1,000,000 | 203 | 1,500 Shares | 0.15% |
| 1,193,600 | 810 | 1,700 Shares | 0.14% |
| 11,249 | Total number of Pool B successful applicants: 11,249 |
As of the date of this announcement, the relevant subscription monies previously deposited in the designated nominee accounts have been remitted back to the accounts of all HKSCC participants. Investors should contact their relevant brokers for any inquiries.
COMPLIANCE WITH LISTING RULES AND GUIDANCE
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of which consent has been obtained, the Company has complied with the Listing Rules and guidance materials in relation to the placing, allotment and listing of the Company's H Shares.
The Directors confirm that, to the best of their knowledge, no rebate has been, directly or indirectly, provided by the issuer, its controlling shareholder(s), directors or syndicate members to any placees or the public (as the case may be) and the consideration payable by them for each share (or, where applicable, each unit of other equity securities or interests (which include equity securities, interests in a REIT, stapled securities and securities of an investment company (as defined in rule 21.01)) of the issuer subscribed for or purchased by them is the same as the final offer price determined by the issuer, in addition to any brokerage, AFRC transaction levy, SFC transaction levy and trading fee payable.
OTHERS / ADDITIONAL INFORMATION
Reallocation
As the Hong Kong Public Offering has been over-subscribed by more than 100 times of the total number of Offer Shares initially available under the Hong Kong Public Offering, the reallocation procedure as disclosed in the section headed "Structure of the Global Offering – The Hong Kong Public Offering – Reallocation" in the Prospectus has been applied.
The number of Offer Shares initially available under the Hong Kong Public Offering is 2,387,300 H Shares, representing approximately 5% of the total number of Offer Shares initially available under the Global Offering (assuming the Over-allotment Option is not exercised). As a result of such reallocation, the final number of Offer Shares under the Hong Kong Public Offering is adjusted to
16,711,000 H Shares, representing 35% of the total number of Offer Shares initially available under the Global Offering (assuming the Over-allotment Option is not exercised).
Allocations of Offer Shares a close associate of an existing Shareholders and a close associate of a Cornerstone Investor with consent under Chapter 4.15 of the Guide for New Listing Applicants
The Company has applied to, and the Stock Exchange has granted, a consent under Chapter 4.15 of the Guide for New Listing Applicants to permit the Company to allocate further Offer Shares in the International Offering to a close associate of an existing Shareholder and a close associate of a Cornerstone Investor as places (the "Size-based Exemption Participants"), subject to the following conditions (the "Size-based Exemption"):
(a) the final offering size of the Global Offering, excluding any over-allocation, will be of a total value of at least HK$1 billion;
(b) the Offer Shares allocated to the Size-based Exemption Participants (whether as Cornerstone Investors and/or as places) as permitted under this exemption do not exceed 30% of the total number of Shares offered under the Global Offering;
(c) each Director, chief executive and Supervisor and member of the group of Controlling Shareholders of the Company confirms that no securities have been allocated to them or their respective close associates under the Size-based Exemption;
(d) the allocation to Size-based Exemption Participants will not affect the Company's ability to satisfy its public float requirement under Rule 8.08 (as amended and replaced by Rule 19A.13A(2)) of the Listing Rules; and
(e) details of the allocation to Size-based Exemption Participants under the Size-based Exemption will be disclosed in this announcement.
Such allocations of Offer Shares are in compliance with all the conditions under the consent granted by the Stock Exchange.
For details of the allocations of Offer Shares to existing Shareholders and/or their close associates and Cornerstone Investors, please refer to the section headed "Allotment Results Details – International Offering – Allotees with Waivers/Consents Obtained" in this announcement.
Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing Guidelines
Under the International Offering, certain Offer Shares were placed to connected clients of their connected distributors pursuant to the Placing Guidelines.
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a consent under paragraph 1C(1) of the Placing Guidelines to permit the Company to allocate such Offer Shares in the International Offering to the connected clients. The allocation of Offer Shares to such connected clients is in compliance with all the conditions under the consent granted by the Stock Exchange. Details of the placement to connected clients are set out below:
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| No. | Connected Distributor | Connected Client | Relationship | Identities of the ultimate beneficial owners of the Offer Shares or, where applicable, details of the structured products under which the subscription by the Connected Client was made (e.g. OTC total return swaps) | Whether the Connected Client is a collective investment scheme which is not authorised by the SFC or is expected to hold the Offer Shares on behalf of such scheme | Maximum amount of Offer Shares to be allocated to the Connected Client | Approximate percentage of total number of Offer Shares under the Global Offering (assuming no exercise of the Over-allotment Option) | Approximate percentage of total issued share capital after the Global Offering (assuming the Over-allotment Option is not exercised) |
|---|---|---|---|---|---|---|---|---|
| Part A - Connected Clients holding the beneficial interest of the Offer Shares on a non-discretionary basis on behalf of independent third parties | ||||||||
| 1. | CLSA Limited (CLSA) | CITIC Securities International Capital Management Limited (CSI)(1) | CSI is a member of the same group of CLSA. | Please refer to Note (1). | N | 1,332,600 | 2.79% | 0.28% |
| 2. | Haitong International Securities Company Limited (HTI) | Guotai Junan Investments (Hong Kong) Limited (GTJA Investments)(2) | GTJA investments is a member of the same group of HTI | Please refer to Note (2) | N | 20,000 | 0.04% | 0.00% |
| 3. | GF Securities (Hong Kong) Brokerage Limited (GF) | GF Global Capital Limited (GFGC)(3) | GFGC is a member of the same group of GF | Please refer to Note (3) | N | 183,000 | 0.38% | 0.04% |
| No. | Connected Distributor | Connected Client | Relationship | Whether the Connected Client is a collective investment scheme which is not authorised by the SFC or is expected to hold the Offer Shares on behalf of such scheme | Maximum amount of Offer Shares to be allocated to the Connected Client | Approximate percentage of total number of Offer Shares under the Global Offering (assuming no exercise of the Over-allotment Option) | Approximate percentage of total issued share capital after the Global Offering (assuming the Over-allotment Option is not exercised) |
|---|---|---|---|---|---|---|---|
| Part B - Connected Clients holding the beneficial interest of the Offer Shares on a discretionary basis on behalf of independent third parties | |||||||
| 1. | GF | E Fund Management Co., Ltd. (E Fund) (4) E Fund Management (Hong Kong) Co., Limited (E Fund HK) (4) | E Fund and E Fund HK are members of the same group of GF. | N | 183,000 | 0.38% | 0.04% |
Notes:
1) CSI will act as the single counterparty of a back-to-back total return swap transaction (the CSI Back-to-back TRS) to be entered into by CSI in connection with a total return swap order (the CSI Client TRS) placed by its ultimate clients (the CSI Ultimate Client(s)), by which CSI will pass the full economic exposure of the Offer Shares placed to CSI to the CSI Ultimate Clients. CSI will hold the beneficial interest of the Offer Shares on behalf of the CSI Ultimate Clients on a non-discretionary basis. The CSI Ultimate Clients may exercise an early termination right to early terminate the CSI Client TRS at any time from the trade date of the CSI Client TRS which should be on or after the date on which the Offer Shares are listed on the Stock Exchange. Upon the final maturity or termination of the CSI Client TRS by the CSI Ultimate Clients, CSI will dispose of the Offer Shares on the secondary market and the CSI Ultimate Clients will receive a final termination amount of the CSI Back-to-back TRS which should have taken into account all the economic returns or economic loss in relation to the Offer Shares and the fixed amount of transaction fees of the CSI Back-to-back TRS and the CSI Client TRS. CSI will not exercise the voting right of the Offer Shares during the terms of the CSI Back-to-back TRS.
To the best knowledge of CSI after making all reasonable enquiries, each of the CSI Ultimate Clients is an independent third party of CSI and CLSA, the companies which are members of the same group of companies as CLSA and the Company.
2) GTJA Investments shall hold the Offer Shares for hedging purpose as the single underlying asset of a back-to-back total return swap transaction (the GTJA Back-to-back TRS) to be entered into between GTJA Investments and Guotai Junan Securities Co., Ltd. (the GTJA Onshore Parent) in connection with a total return swap order (the GTJA Client TRS) to be entered into by GTJA Onshore Parent and its ultimate clients (the GTJA Onshore Ultimate Clients). Such GTJA Client TRS is to be fully funded by the GTJA Onshore Ultimate Clients. GTJA Investments will hold the H Shares on a non-discretionary basis for the purpose of hedging the economic exposure under the GTJA Back-to-back TRS and GTJA Client TRS only, and the economic exposure of the underlying Offer Shares will be passed to the GTJA Onshore Ultimate Clients, subject to the terms and conditions of the GTJA Back-to-back TRS and GTJA Client TRS documents. During the tenor of the GTJA Client TRS, all economic returns of the H Shares will be passed to the GTJA Onshore Ultimate Clients and all economic losses shall be borne by the GTJA Onshore Ultimate Clients in accordance with the terms and conditions of the GTJA Back-to-back TRS and GTJA Client TRS documents, and GTJA Investments will not take part in any economic return or bear any economic loss in relation to the price of the Offer Shares. The GTJA Onshore Ultimate Clients may request to redeem the H Shares at their own discretion, upon which GTJA Investments shall dispose of the H Shares and settle the GTJA Back-to-back TRS and GTJA Client TRS in cash in accordance with the terms and conditions of the GTJA Back-to-back TRS and GTJA Client TRS documents. Due to its internal policy, GTJA Investments will not exercise the voting right attaching to the H Shares during the tenor of the GTJA Back-to-back TRS and GTJA Client TRS documents.
To the best knowledge of GTJA Investments after making all reasonable enquiries, the GTJA Onshore Ultimate Client is an independent third party of GTJA Investments, HTI, the companies which are members of the same group of companies as HTI and the Company.
3) GFGC is to invest on non-discretionary basis on behalf of 3 ultimate clients (the GFGC Ultimate Clients) of the Offer Shares, namely (i) Tongyi Anxin No. 2 Private Equity Investment Fund (通怡安鑫 2 号私募证券投资基金), a registered private offering fund in mainland China (No. SB3504) whose investment manager is Shanghai Tongyi Investment Management Co., Ltd. (上海通怡投资管理有限公司), (ii) Tongyi Yuxin No. 2 Private Equity Investment Fund (通怡裕鑫 2 号私募证券投资基金), a registered private offering fund in mainland China (No. SB3400) whose investment manager is Shanghai Tongyi Investment Management Co., Ltd. (上海通怡投资管理有限公司), and (iii) Tongyi Gupiao Dibo No. 2 Private Equity Investment Fund (通怡股票低波 2 号私募证券投资基金), a registered private offering fund in mainland China (No. SEX169) whose investment manager is Shanghai Tongyi Investment Management Co., Ltd. (上海通怡投资管理有限公司). GFGC entered into a series of cross border delta-one OTC swap transactions (the OTC Swaps) with each of the GFGC Ultimate Clients, pursuant to which GFGC will hold the Offer Shares on a non-discretionary basis to hedge the OTC Swaps while the economic risks and returns of the underlying Offer Shares are passed to the GFGC Ultimate Clients, and the OTC Swaps are fully funded by the GFGC Ultimate Clients who are registered private offering funds.
To the best of knowledge of GF, each of the GFGC Ultimate Clients and its respective investment manager is an independent third party of GFGC, GF, the companies which are members of the same group of companies of GF and the Company and no proprietary money is used for the placing.
4) It is proposed that E Fund and E Fund HK participate as places (through the sub funds managed by the E Fund and E Fund HK as discretionary manager, the Sub Funds) to subscribe for the Offer Shares for and on behalf of the underlying clients of the Sub Funds (the E Fund Ultimate Clients) under the International Offering (the Proposed Subscription). GF has been appointed as a Joint Bookrunner, a Joint Lead Manager and a Capital Market Intermediary of the Global Offering. As of the date of this submission, GF is an indirect wholly-owned subsidiary of GF Securities Co., Ltd. (廣發證券股份有限公司) (Stock Code: 1776) (GF Securities), which in turn holds $22.65\%$ of the issued share capital of E Fund. As of the date of this submission, E Fund HK is a
16
wholly-owned subsidiary of E Fund. Therefore, each of E Fund and E Fund HK constitutes a member of the same group with GF. Accordingly, each of E Fund and E Fund HK is considered as a Connected Client of GF pursuant to paragraph 1B(7) of the Placing Guidelines. Notwithstanding GF Securities' shareholding in E Fund and E Fund HK (through E Fund) and that E Fund, E Fund HK and GF are members of the same group of companies, (i) GF Securities does not have control over E Fund HK by virtue of its shareholding or control over the board of directors of E Fund HK; and (ii) both E Fund and E Fund HK operate and make investment decisions independently from GF Securities and/or GF.
E Fund and E Fund HK are to invest on discretionary basis on behalf of the E Fund Ultimate Clients which are independent third parties and no proprietary money is used for the subscribing.
To the best knowledge of E Fund and E Fund HK and after making all reasonable enquiries, (i) each of the E Fund Ultimate Clients is an independent third party of the GF, E Fund, E Fund HK, the companies which are members of the same group of companies as GF and the Company; and (ii) neither E Fund or E Fund HK is a collective investment scheme which is not authorised by the SFC nor is expected to hold the Offer Shares on behalf of such scheme.
Each of E Fund and E Fund HK also confirms that it will not hold any Offer Shares placed to them on a proprietary basis for themselves or for any group member of GF. The Offer Shares placed to each of E Fund and E Fund HK will be held by them through the Sub Funds on behalf of independent third parties.
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DISCLAIMERS
| Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited 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. |
|---|
| 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. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities may not be offered or sold in 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, or outside the United States unless in compliance with Regulation S under the U.S. Securities Act. There will be no public offer of securities in the United States. |
| The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. |
| This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential investors should read the Prospectus dated August 11, 2025 issued by SICC Co., Ltd. for detailed information about the Global Offering described below before deciding whether or not to invest in the H Shares thereby being offered. |
| *Potential investors of the Offer Shares should note that the Joint Sponsors and the Sponsor-OC (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Hong Kong Underwriting Agreement – Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on August 20, 2025). |
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PUBLIC FLOAT AND FREE 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.
Each of the Cornerstone Investors has agreed to a lock-up period of six months following the Listing Date. As such, H Shares held by the Cornerstone Investors upon the Listing shall not be counted towards the free float of the H Shares of the Company at the time of Listing. Based on the final Offer Price of HK$42.80 per H Share, the Company satisfies the free float requirement under Rule 8.08A (as amended and replaced by Rule 19A.13C) of the Listing Rules.
The Directors confirm that, immediately following the completion of the Global Offering (before any exercise of the Over-allotment Option), (i) no placee will, individually, be placed more than 10% of the enlarged issued share capital of the Company immediately after the Global Offering; (ii) there will not be any new substantial Shareholder immediately after the Global Offering; (iii) the three largest public shareholders of the Company do not hold more than 50% of the H shares in public hands at the time of the Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and (iv) there will be at least 300 Shareholders at the time of the Listing in compliance with Rule 8.08(2) of the Listing Rules.
COMMENCEMENT OF DEALINGS
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Wednesday, August 20, 2025 (Hong Kong time), provided that the Global Offering has become unconditional and the right of termination described in the section headed "Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination" in the Prospectus has not been exercised. Investors who trade the H Shares on the basis of publicly available allocation details prior to the receipt of H Share certificates or prior to the H Share certificates becoming valid evidence of title do so entirely at their own risk.
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Wednesday, August 20, 2025 (Hong Kong time), it is expected that dealings in the H Shares on the Stock Exchange will commence at 9:00 a.m. on Wednesday, August 20, 2025 (Hong Kong time). The H Shares will be traded in board lots of 100 H Shares each, and the stock code of the H Shares will be 2631.
By order of the Board
SICC CO., LTD.
Mr. Zong Yanmin
Chairman of the Board, Executive Director
and General Manager
Hong Kong, August 19, 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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