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Lens Technology Co., Ltd. — Share Issue/Capital Change 2025
Jun 30, 2025
51009_rns_2025-06-29_ffe2e899-1b34-4b0c-8fe1-ff6c21167713.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 any securities 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 (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 available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. There will be no public offer of the Offer Shares in the United States. The Offer Shares are being offered and sold solely (1) to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act pursuant to Rule 144A or another available exemption from registration under the U.S. Securities Act and (2) 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 June 30, 2025 (the “Prospectus”) issued by Lens Technology Co., Ltd. (藍思科技股份有限公司) (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.
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, CLSA 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 Stabilizing 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, August 3, 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, August 3, 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 Overall Coordinators (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 — Hong Kong Underwriting Arrangements — 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 Wednesday, July 9, 2025).
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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)
GLOBAL OFFERING
Number of Offer Shares under the Global Offering: 262,256,800 H Shares (subject to the Offer Size Adjustment Option and the Over-allotment Option)
Number of Hong Kong Offer Shares: 28,848,400 H Shares (subject to reallocation)
Number of International Offer Shares: 233,408,400 H Shares (subject to reallocation, the Offer Size Adjustment Option and the Over-allotment Option)
Maximum Offer Price: HK$18.18 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: 6613
Sole Sponsor, Sponsor-Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
CITIC SECURITIES
Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
BofA SECURITIES
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
農銀國際
LIFE INTERNATIONAL
中郵國際 BOCI
Joint Bookrunners and Joint Lead Managers
富源譜秀
香港環球·中航資本國際
AVIC INTERNATIONAL
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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 Hong Kong Stock Exchange at www.hkexnews.hk under the “HKEXnews > New Listings > New Listing Information” section, and our website at www.hnlens.com. 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.
Your application through the White Form eIPO service or the HKSCC EIPO channel must be made for a minimum of 200 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.
Lens Technology Co., Ltd.
(HK$18.18 per Hong Kong Offer Share)
NUMBER OF HONG KONG OFFER SHARES THAT MAY BE APPLIED
FOR AND PAYMENTS
| No. of Hong Kong Offer Shares applied for | Amount payable(2) on application | No. of Hong Kong Offer Shares applied for | Amount payable(2) on application | No. of Hong Kong Offer Shares applied for | Amount payable(2) on application | No. of Hong Kong Offer Shares applied for | Amount payable(2) on application |
|---|---|---|---|---|---|---|---|
| HK$ | HK$ | HK$ | HK$ | ||||
| 200 | 3,672.68 | 3,000 | 55,090.03 | 40,000 | 734,533.81 | 2,000,000 | 36,726,690.60 |
| 400 | 7,345.34 | 4,000 | 73,453.38 | 50,000 | 918,167.26 | 2,500,000 | 45,908,363.26 |
| 600 | 11,018.01 | 5,000 | 91,816.73 | 100,000 | 1,836,334.54 | 3,000,000 | 55,090,035.90 |
| 800 | 14,690.67 | 6,000 | 110,180.07 | 150,000 | 2,754,501.80 | 4,000,000 | 73,453,381.20 |
| 1,000 | 18,363.35 | 7,000 | 128,543.42 | 200,000 | 3,672,669.05 | 5,000,000 | 91,816,726.50 |
| 1,200 | 22,036.01 | 8,000 | 146,906.77 | 250,000 | 4,590,836.33 | 6,000,000 | 110,180,071.80 |
| 1,400 | 25,708.69 | 9,000 | 165,270.11 | 500,000 | 9,181,672.66 | 8,000,000 | 146,906,762.40 |
| 1,600 | 29,381.35 | 10,000 | 183,633.45 | 750,000 | 13,772,508.98 | 10,000,000 | 183,633,453.00 |
| 1,800 | 33,054.02 | 20,000 | 367,266.91 | 1,000,000 | 18,363,345.30 | 12,000,000 | 220,360,143.60 |
| 2,000 | 36,726.68 | 30,000 | 550,900.37 | 1,500,000 | 27,545,017.96 | 14,424,200(1) | 264,876,565.28 |
(1) Maximum number of Hong Kong Offer Share 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).
No application for any other number of Hong Kong Offer Shares will be considered and any such application is liable to be rejected.
THE LISTING APPLICATION
We have applied to the Stock Exchange for the granting of the listing of, and permission to deal in, our H Shares to be issued pursuant to the Global Offering (including the H Shares which may be issued pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment Option).
STRUCTURE OF THE GLOBAL OFFERING
The Global Offering comprises:
- the Hong Kong Public Offering of initially 28,848,400 H Shares (subject to reallocation) representing approximately 11% of the total number of Offer Shares initially available under the Global Offering, and
- the International Offering of initially 233,408,400 H Shares (subject to reallocation, the Offer Size Adjustment Option and Over-allotment Option) representing approximately 89% 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 and the Offer Size Adjustment Option as described in the section headed "Structure of the Global Offering" in the Prospectus.
In addition, the Overall Coordinators may in their sole discretion reallocate Offer Shares from the International Offering to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong Public Offering under the condition that (1) 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 (2) 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 10 times of the number of Shares initially available for subscription under the Hong Kong Public Offering. In such event, the Overall Coordinators have the authority to re-allocate International Offer Shares originally allocated in the International Offering to the Hong Kong Public Offering in such number as they deem appropriate, provided that in accordance with Chapter 4.14 of the Guide, (1) the number of International Offer Shares re-allocated to the Hong Kong Public Offering should not exceed 28,848,400 Shares, such that the total number of Hong Kong Offer Shares following such reallocation will not exceed 57,696,800 Shares, representing twice of the Offer Shares initially available under the Hong Kong Public Offering; and (2) the final Offer Price should be fixed at the bottom end of the indicative Offer Price range (i.e. HK$17.38 per Offer Share).
In order to provide flexibility for the Overall Coordinators to increase the number of Offer Shares available for purchase under the International Offering to cover additional market demand, the Company is expected to grant to the Overall Coordinators the Offer Size Adjustment Option, exercisable by the Overall Coordinators at their absolute discretion (for themselves and on behalf of the International Underwriters) on or before the second business day prior to the Listing Date and will lapse immediately thereafter, to require the Company to allot and issue up to an aggregate of 39,338,400 additional Offer Shares (representing approximately 15.0% of the Offer Shares initially being offered under the Global Offering) at the Offer Price to cover any excess demand in the International Offering.
In connection with the Global Offering, the Company is expected to grant to the International Underwriters, exercisable in whole or in part by the Overall Coordinators at their sole and absolute discretion (for themselves and on behalf of the International Underwriters), the Over-allotment Option, which will be exercisable from the Listing Date until 30 days after the last day for the lodging of applications under the Hong Kong Public Offering, to require our Company to allot and issue, up to an aggregate of 39,338,400 Offer Shares, representing approximately 15.0% of the Offer Shares initially available under the Global Offering (assuming the Offer Size Adjustment Option is not exercised) or up to an aggregate of 45,239,200 Offer Shares, representing approximately 15.00% of the Offer Shares available under the Global Offering (assuming the Offer Size Adjustment Option is exercised in full), at
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the Offer Price, to cover overallocations in the International Offering, if any. In the event the Over-Allotment Option is exercised, we will make an announcement which will be posted on the website of the Stock Exchange (www.hkexnews.hk) and on our website (www.hnlens.com), respectively.
PRICING
The Offer Price will be no more than HK$18.18 per Offer Share and is currently expected to be no less than HK$17.38 per Offer Share 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 may be required to pay, on application (subject to application channels), the maximum Offer Price of HK$18.18 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$18.18 per Offer Share.
EXPECTED TIMETABLE
Hong Kong Public Offering commences ... 9:00 a.m. on Monday, June 30, 2025
Latest time to complete electronic applications under the White Form eIPO service through the designated website at www.eipo.com.hk ... 11:30 a.m. on Friday, July 4, 2025
Application lists open ... 11:45 a.m. on Friday, July 4, 2025
Latest time to (a) completing payment for White Form eIPO applications by effecting Internet banking transfers(s) or PPS payment transfer(s) and (b) giving electronic application instructions to HKSCC ... 12:00 noon on Friday, July 4, 2025
If you are 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 through the HKSCC EIPO channel, you are advised to contact your broker or custodian for the earliest and latest time for giving such instructions which may be different from the latest time as stated above, as this may vary by broker or custodian.
Application lists close ... 12:00 noon on Friday, July 4, 2025
Expected Price Determination Date ... by 12:00 noon on Monday, July 7, 2025
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Announcement of the final Offer Price, 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 to be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and the Company's website at https://www.hnlens.com/ at or before... 11:00 p.m. on Tuesday, July 8, 2025
Announcement of results of allocations in the Hong Kong Public Offering (including successful applicants' identification document numbers, where appropriate) to be available through a variety of channels (as described in the section headed "How to Apply for Hong Kong Offer Shares — B. Publication of Results" in the Prospectus, including:
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in the announcement to be posted on our website and the website of the Hong Kong Stock Exchange at www.hnlens.com and www.hkexnews.hk, respectively, at or before ... 11:00 p.m. on Tuesday, July 8, 2025
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from "Allotment Results" page at the designated results of allocations website at www.iporesults.com.hk (alternatively: www.eipo.com.hk/eIPOAllotment) with a "search by ID" function on a 24-hour basis from ... 11:00 p.m. on Tuesday, July 8, 2025 to 12:00 midnight on Monday, July 14, 2025
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from the allocation results telephone enquiry line by calling +852 2862 8555 between 9:00 a.m. and 6:00 p.m. on ... Wednesday, July 9, 2025, Thursday, July 10, 2025, Friday, July 11, 2025 and Monday, July 14, 2025
H Share certificates in respect of wholly or partially successful applications to be dispatched or deposited into CCASS on or before... Tuesday, July 8, 2025
White Form e-Refund payment instructions/refund
checks in respect of wholly or partially successful applications if
the final Offer Price per Offer Share 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 ... Wednesday, July 9, 2025
Dealings in H Shares on the Hong Kong Stock Exchange expected to
commenced at ... 9:00 a.m. on
Wednesday, July 9, 2025
Note:
- All dates and times refer to Hong Kong local dates and times, except as otherwise stated.
SETTLEMENT
Subject to the granting of the listing of, and permission to deal in, the H Shares on the Hong Kong Stock Exchange and 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 Listing Date or on 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 to enable the H Shares to be admitted into CCASS. Investors should seek the advice of their stockbroker or other professional advisor for details of those settlement arrangements and how such arrangements will affect their rights and interests.
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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, June 30, 2025, to 11:30 a.m. on Friday, July 4, 2025, Hong Kong time. The latest time for completing full payment of application monies will be 12:00 noon on Friday, July 4, 2025 Hong Kong time. |
| HKSCC EIPO channel | Your broker or custodian who is a HKSCC Participant will submit electronic application instruction(s) 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 White Form eIPO Service Provider on behalf of the Company and the refund monies, if any, will be returned to you without interest on Wednesday, July 9, 2025. Investors should be aware that the dealings in the H Shares on the Stock Exchange are expected to commence on Wednesday, July 9, 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.
PUBLICATION OF RESULTS
The Company expects to announce the final Offer Price, 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 our website at www.hnlens.com by no later than 11:00 p.m. on Tuesday, July 8, 2025 (Hong Kong time).
The results of allocations and the identification document 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 (subject to application channels), 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 Wednesday, July 9, 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 Wednesday, July 9, 2025, it is expected that dealings in the H Shares on the Stock Exchange will commence at 9:00 a.m. on Wednesday, July 9, 2025. The H Shares will be traded in board lots of 200 H Shares each and the stock code of the H Shares will be 6613.
This announcement is available for viewing on the website of the Company at www.hnlens.com and the website of the Stock Exchange at www.hkexnews.hk.
By order of the Board
Lens Technology Co., Ltd.
Chau Kwan Fei
Chairman of the Board
Hong Kong, June 30, 2025
Directors of the Company named in the application to which this announcement relates are: (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.