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Lens Technology Co., Ltd. — Share Issue/Capital Change 2025
Aug 3, 2025
51009_rns_2025-08-03_ae78266e-5dff-4ac7-b8d7-7e9cdda46a61.pdf
Share Issue/Capital Change
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) 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.
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the prospectus dated June 30, 2025 (the “Prospectus”) of Lens Technology Co., Ltd. (藍思科技股份有限公司) (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 the Offer Shares in the United States or in any other jurisdictions. The Offer Shares 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 Offer Shares 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 Offer Shares are being offered and sold (1) solely to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act in accordance with Rule 144A under the U.S. Securities Act, or pursuant to another available exemption from registration under the U.S. Securities Act and any applicable state securities law, and (2) outside the United States in reliance on Regulation S under the U.S. Securities Act. There will be no public offer of the Offer Shares in the United States.
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Lens Technology Co., Ltd.
藍思科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 6613)
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 Overall Coordinators (for themselves and on behalf of the International Underwriters) on Sunday, August 3, 2025 in respect of an aggregate of 39,338,400 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$18.18 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 will end on Sunday, August 3, 2025, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering.
The stabilizing actions undertaken by CLSA 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 Overall Coordinators (for themselves and on behalf of the International Underwriters), on Sunday, August 3, 2025, in respect of an aggregate of 39,338,400 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$18.18 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 places 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, August 6, 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 | |||
|---|---|---|---|---|
| Approximate % of the Company's total issued share capital | Approximate % of the Company's total issued share capital | |||
| Description of Shares | Number of Shares | Number of Shares | ||
| A Shares in issue(1) | 4,982,772,171(2) | 95.00% | 4,982,772,171(3) | 94.29% |
| H Shares issued pursuant to the Global Offering | 262,256,800 | 5.00% | 301,595,200 | 5.71% |
| Total | 5,245,028,971 | 100.0% | 5,284,367,371 | 100.0% |
Note:
(1) including 24,139,767 A Shares being held as treasury Shares.
(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$710.8 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, August 3, 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 CLSA 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 39,338,400 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 Overall Coordinators (for themselves and on behalf of the International Underwriters), on Sunday, August 3, 2025, in respect of an aggregate of 39,338,400 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$18.18 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.
PUBLIC FLOAT
The Company has applied to the Hong Kong Stock Exchange, and the Hong Kong Stock Exchange has granted the Company a waiver from strict compliance with the requirements of Rules 8.08(1)(b) and 19A.13A of the Hong Kong Listing Rules. Therefore, the minimum percentage of H Shares of the Company to be held by the public upon Listing and from time to time following Listing shall be no less than 5.00%, or such higher percentage upon the completion of any exercise of the Offer Size Adjustment Option and/or the Over-allotment Option, of the Company’s total issued share capital (excluding treasury Shares).
Immediately after the completion of the Global Offering (before any exercise of the Over-allotment Option), the number of H Shares held in public hands represents approximately 5.02% of the total issued share capital of the Company (excluding treasury Shares).
Immediately after the completion of the full exercise of the Over-allotment Option, the number of H Shares held in public hands represents approximately 5.73% of the total issued share capital of the Company (excluding treasury Shares), which satisfies the minimum percentage prescribed in the conditions imposed in the waiver granted by the Stock Exchange from strict compliance with Rules 8.08(1)(b) and 19A.13A of the Listing Rules.
Immediately after the end of the stabilization period, the Company will continue to comply with the minimum public float requirement as prescribed in the waiver granted by the Hong Kong Stock Exchange from strict compliance with the requirements of Rule 8.08(1)(b) and 19A.13A of the Hong Kong Listing Rules.
By order of the Board
Lens Technology Co., Ltd.
Chau Kwan Fei
Chairman of the Board
Hong Kong, August 3, 2025
As at the date of this announcement, the Board comprises: (i) Ms. Chau Kwan Fei, Mr. Cheng Chun Lung and Mr. Rao Qiaobing as executive Directors; and (ii) Ms. Wan Wei, Mr. Liu Yue, Mr. Tian Hong and Mr. Xie Zhiming as independent non-executive Directors.
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