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SICC Co., Ltd. — Share Issue/Capital Change 2025
Aug 11, 2025
50726_rns_2025-08-10_e7077ee7-3fef-40c2-b30b-62ed4c1328f1.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 Saturday, September 13, 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 Saturday, September 13, 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 Tuesday, August 19, 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: 2,387,300 H Shares (subject to reallocation)
Number of International Offer Shares: 45,358,400 H Shares (subject to reallocation and the Over-allotment Option)
Maximum 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% (payable in full on application in Hong Kong dollars and subject to refund)
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(西貝)
太陽證券有限公司 SUN SECURITIES LIMITED
CMBI 中福基国际
中國銀河國際
中國泛洲證券
SWHYHK
ABCI 禽銀國際
富豪證券
華福國際
FOSUN INTL SECURITIES
老虎證券
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IMPORTANT NOTICE TO INVESTORS: FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of the Prospectus in relation to the Hong Kong Public Offering.
The Prospectus is available at the website of the Stock Exchange at www.hkexnews.hk under the “HKEXnews > New Listings > New Listing Information” section, and our website at www.sicc.cc. You may download and print from these website addresses if you want a printed copy of the Prospectus.
To apply for the Hong Kong Offer Shares, you may:
(1) apply online via the White Form eIPO service at www.eipo.com.hk; or
(2) apply electronically through the HKSCC EIPO channel and cause HKSCC Nominees to apply on your behalf by instructing your broker or custodian who is a HKSCC Participant to give electronic application instructions via HKSCC’s FINI system to apply for the Hong Kong Offer Shares on your behalf.
We will not provide any physical channels to accept any application for the Hong Kong Offer Shares by the public. The contents of the electronic version of the Prospectus are identical to the printed prospectus as registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
If you are an intermediary, broker or agent, please remind your customers, clients or principals, as applicable, that the Prospectus is available online at the website addresses stated above.
Please refer to the section headed “How to Apply for the Hong Kong Offer Shares” in the Prospectus for further details on the procedures through which you can apply for the Hong Kong Offer Shares electronically.
Your application through the White Form eIPO service or the HKSCC EIPO channel must be made for a minimum of 100 Hong Kong Offer Shares and in multiples of that number of Hong Kong Offer Shares as set out in the table below. No application for any other number of Hong Kong Offer Shares will be considered and such an application is liable to be rejected.
If you are applying through the White Form eIPO service, you may refer to the table below for the amount payable for the number of Shares you have selected. You must pay the respective amount payable on application in full upon application for Hong Kong Offer Shares.
If you are applying through the HKSCC EIPO channel, your broker or custodian may require you to pre-fund your application in such amount as determined by the broker or custodian, based on the applicable laws and regulations in Hong Kong. You are responsible for complying with any such pre-funding requirement imposed by your broker or custodian with respect to the Hong Kong Offer Shares you applied for.
| No. of Hong Kong Offer Shares applied for | Amount payable^{(2)} on application | No. of Hong Kong Offer Shares applied for | Amount payable^{(2)} on application | No. of Hong Kong Offer Shares applied for | Amount payable^{(2)} on application | No. of Hong Kong Offer Shares applied for | Amount payable^{(2)} on application |
|---|---|---|---|---|---|---|---|
| HK$ | HK$ | HK$ | HK$ | ||||
| 100 | 4,323.17 | 1,500 | 64,847.46 | 8,000 | 345,853.10 | 90,000 | 3,890,847.42 |
| 200 | 8,646.32 | 2,000 | 86,463.28 | 9,000 | 389,084.74 | 100,000 | 4,323,163.80 |
| 300 | 12,969.50 | 2,500 | 108,079.10 | 10,000 | 432,316.38 | 200,000 | 8,646,327.60 |
| 400 | 17,292.66 | 3,000 | 129,694.91 | 20,000 | 864,632.75 | 300,000 | 12,969,491.40 |
| 500 | 21,615.82 | 3,500 | 151,310.72 | 30,000 | 1,296,949.15 | 400,000 | 17,292,655.20 |
| 600 | 25,938.98 | 4,000 | 172,926.55 | 40,000 | 1,729,265.52 | 500,000 | 21,615,819.00 |
| 700 | 30,262.14 | 4,500 | 194,542.37 | 50,000 | 2,161,581.90 | 600,000 | 25,938,982.80 |
| 800 | 34,585.30 | 5,000 | 216,158.19 | 60,000 | 2,593,898.28 | 800,000 | 34,585,310.40 |
| 900 | 38,908.48 | 6,000 | 259,389.83 | 70,000 | 3,026,214.65 | 1,000,000 | 43,231,638.00 |
| 1,000 | 43,231.64 | 7,000 | 302,621.47 | 80,000 | 3,458,531.05 | 1,193,600^{(1)} | 51,601,283.11 |
(1) Maximum number of Hong Kong Offer Shares you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) and the SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy are paid to the Stock Exchange (in the case of the SFC transaction levy, collected by the Stock Exchange on behalf of the SFC; and in the case of the AFRC transaction levy, collected by the Stock Exchange on behalf of the AFRC).
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THE LISTING APPLICATION
We have applied to the Stock Exchange for the granting of listing of, and permission to deal in, our H Shares to be issued pursuant to the Global Offering (including any H Shares which may be issued pursuant to the exercise of the Over-allotment Option).
STRUCTURE OF THE GLOBAL OFFERING
The Global Offering comprises:
- the Hong Kong Public Offering of initially 2,387,300 H Shares (subject to reallocation) representing approximately 5% of the total number of Offer Shares initially available under the Global Offering, and
- the International Offering of initially 45,358,400 H Shares (subject to reallocation and the Over-allotment Option) representing approximately 95% of the total number of Offer Shares initially available under the Global Offering.
The allocation of the Offer Shares between the Hong Kong Public Offering and the International Offering will be subject to reallocation as described in the section headed "Structure of the Global Offering" in the Prospectus.
In accordance with Chapter 4.14 of the Guide, if (i) the International Offering is not fully subscribed and the Hong Kong Public Offering is fully subscribed or oversubscribed irrespective of the number of times; or (ii) the International Offering is fully subscribed or oversubscribed and the Hong Kong Public Offering is fully subscribed or oversubscribed with the number of Offer Shares validly applied for in the Hong Kong Public Offering representing less than 15 times of the number of Offer Shares initially available for subscription under the Hong Kong Public Offering, the Sponsor-OC have the authority to reallocate International Offer Shares originally included in the International Offering to the Hong Kong Public Offering in such number as they deem appropriate, provided that the total number of Offer Shares available under the Hong Kong Public Offering following such reallocation shall be not more than 4,774,600 Offer Shares (representing twice of the number of the Offer Shares initially available under the Hong Kong Public Offering).
In addition, in connection with the Global Offering, the Company is expected to grant to the International Underwriters the Over-allotment Option, exercisable by the Sponsor-OC on behalf of the International Underwriters at any time from the Listing Date until 30 days after the last day for lodging applications under the Hong Kong Public Offering, pursuant to which the Company may be required to issue up to an aggregate of 7,161,800 additional H Shares, representing approximately 15% of the number of Offer Shares available under the Global Offering, at the Offer Price, to cover over-allocations in the International Offering, if any.
If the Over-allotment Option is exercised in full, the additional Offer Shares to be issued pursuant thereto will represent approximately 1.5% of the enlarged issued share capital of the Company immediately following the completion of the Global Offering. If the Over-allotment Option is exercised, an announcement will be made by the Company on the website of the Stock Exchange at www.hkexnews.hk and on the Company's website at https://www.sicc.cc, respectively.
PRICING
We will determine the Offer Price by reference to, among other factors, the closing price of the A Shares on the Shanghai Stock Exchange on the last trading day on or before the Price Determination Date, and the Offer Price will not be more than HK$42.80, unless to be otherwise announced as further explained in the section headed "Structure of the Global Offering" in the Prospectus. Applicants for the Hong Kong Offer Shares are required to pay, on application (subject to application channel), the maximum Offer Price of HK$42.80 per Offer Share plus brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%, subject to refund if the Offer Price as finally determined is less than HK$42.80 per Offer Share.
EXPECTED TIMETABLE
Date(1)
Hong Kong Public Offering commences 9:00 a.m. on Monday, August 11, 2025
Latest time for completing electronic applications under the White Form eIPO service through the designated website www.eipo.com.hk 11:30 a.m. on Thursday, August 14, 2025
Application lists open 11:45 a.m. on Thursday, August 14, 2025
Latest time for (a) completing payment of White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) and (b) giving electronic application instructions to HKSCC 12:00 noon on Thursday, August 14, 2025
If you are instructing your broker or custodian who is an HKSCC Participant to give electronic application instructions via FINI to apply for the Hong Kong Offer Shares on your behalf, you are advised to contact your broker or custodian for the latest time for giving such instructions which may be different from the latest time as stated above.
Application lists close 12:00 noon on Thursday, August 14, 2025
Expected Price Determination Date. by 12:00 noon Friday, August 15, 2025
Announcement of the Offer Price on the Company’s website at www.sicc.cc and the website of the Stock Exchange at www.hkexnews.hk no later than 11:00 p.m. on Monday, August 18, 2025
Announcement of the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Offer Shares on the Company’s website at www.sicc.cc and the website of the Stock Exchange at www.hkexnews.hk no later than 11:00 p.m. on Monday, August 18, 2025
The results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels, including:
- in the announcement to be posted on the Company’s website and the website of the Stock Exchange at www.sicc.cc and www.hkexnews.hk, respectively, no later than 11:00 p.m. on Monday, August 18, 2025
- from the designated results of allocations website at www.iporesults.com.hk (alternatively: www.eipo.com.hk/eIPOAllotment) with a “search by ID” function from 11:00 p.m. on Monday, August 18, 2025 to 12:00 midnight on Sunday, August 24, 2025
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- from the allocation results telephone inquiry by calling +852 2862 8555 between 9:00 a.m. and 6:00 p.m. . . . . on Tuesday, August 19, 2025, Wednesday, August 20, 2025, Thursday, August 21, 2025 and Friday, August 22, 2025
H Share certificates in respect of wholly or partially successful applications to be dispatched or deposited into CCASS on or before . . . . . . . . . . . . . . . . . Monday, August 18, 2025
White Form e-Refund payment instructions/refund checks in respect of wholly or partially successful applications if the final Offer Price is less than the maximum Offer Price per Offer Share initially paid on application (if applicable) or wholly or partially unsuccessful applications to be dispatched/collected on or before. . . . . . . . . . . . . . . . . Tuesday, August 19, 2025
Dealings in the H Shares on the Stock Exchange expected to commence at 9:00 a.m. on . . . . . . . . . . . . . . . . . Tuesday, August 19, 2025
Note:
(1) All times refer to Hong Kong local time, except as otherwise stated.
SETTLEMENT
Subject to the granting of listing of, and permission to deal in, the H Shares on the Hong Kong Stock Exchange and our compliance with the stock admission requirements of HKSCC, the H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the H Shares on the Hong Kong Stock Exchange or any other date as determined by HKSCC. Settlement of transactions between participants of the Hong Kong Stock Exchange is required to take place in CCASS on the second settlement day after any trading day. All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC Operational Procedures in effect from time to time. All necessary arrangements have been made for the H Shares to be admitted into CCASS. Investors should seek the advice of their stockbroker or other professional advisers for the details of the settlement arrangements as such arrangements may affect their rights and interests.
ELECTRONIC APPLICATION CHANNELS
To apply for Hong Kong Offer Shares, you may use one of the following application channels:
| Application Channel | Platform | Target Investors | Application Time |
|---|---|---|---|
| White Form eIPO service | www.eipo.com.hk | Applicants who would like to receive a physical H Share certificate. Hong Kong Offer Shares successfully applied for will be allotted and issued in your own name. | From 9:00 a.m. on Monday, August 11, 2025 until 11:30 a.m. on Thursday, August 14, 2025 and the latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Thursday, August 14, 2025 |
| HKSCC EIPO channel | Your broker or custodian who is a HKSCC Participant will submit electronic application instruction on your behalf through HKSCC’s FINI system in accordance with your instruction | Applicants who would not like to receive a physical H Share certificate. Hong Kong Offer Shares successfully applied for will be allotted and issued in the name of HKSCC Nominees, deposited directly into CCASS and credited to your designated HKSCC Participant’s stock account. | Contact your broker or custodian for the earliest and latest time for giving such instructions, as this may vary by broker or custodian. |
For those applying through the White Form eIPO service, the application monies (including brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee) will be held by the receiving banks on behalf of the Company and the refund monies, if any, will be returned to you without interest on Tuesday, August 19, 2025. Investors should be aware that the dealings in the H Shares on the Stock Exchange are expected to commence on Tuesday, August 19, 2025.
Please refer to the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in the Prospectus for details of the conditions and procedures of the Hong Kong Public Offering.
Application for the Hong Kong Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus, and on the designated website at www.eipo.com.hk for the White Form eIPO service.
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PUBLICATION OF RESULTS
The Company expects to announce the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at https://www.sicc.cc by no later than 11:00 p.m. on Monday, August 18, 2025 (Hong Kong time).
The results of allocations and the Hong Kong identity card/passport/Hong Kong business registration/certificate of incorporation numbers of successful applicants under the Hong Kong Public Offering will be available through a variety of channels at the times and dates and in the manner specified in the section headed “How to Apply for Hong Kong Offer Shares — B. Publication of Results” in the Prospectus.
If an application is rejected, not accepted or accepted in part only, or if the conditions of the Global Offering as set out in the section headed “Structure of the Global Offering — Conditions of the Global Offering” in the Prospectus are not satisfied or if any application is revoked, the application monies, or the appropriate portion thereof, together with the related brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee, will be refunded, without interest.
No temporary document of title will be issued in respect of the H Shares. No receipt will be issued for sums paid on application. H Share certificates will only become valid evidence of title at 8:00 a.m. on Tuesday, August 19, 2025 (Hong Kong time), provided that the Global Offering has become unconditional and the right of termination described in the section headed “Underwriting” in the Prospectus has not been exercised. Investors who trade H Shares prior to the receipt of H Share certificates or the H Share certificates becoming valid do so entirely at their own risk. Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on Tuesday, August 19, 2025, it is expected that dealings in the H Shares on the Stock Exchange will commence at 9:00 a.m. on Tuesday, August 19, 2025. 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.
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This announcement is available for viewing on the website of the Company at https://www.sicc.cc and the website of the Stock Exchange at www.hkexnews.hk.
By order of the Board
SICC CO., LTD.
Mr. Zong Yanmin
Chairman of the Board, Executive Director
and General Manager
Hong Kong, August 11, 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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