Lens Technology Co., Ltd. (Lens Technology) has signed a share purchase agreement (SPA) to acquire 333.71 million shares—representing 27.81% of Ju Teng International Holdings Ltd.—for HK$734.17 million in cash, or HK$2.20 per share. Completion is targeted within five days after all conditions precedent are met, with a long-stop date of 18 September 2026 (extendable by four months).

Upon SPA completion, CLSA will, on behalf of Lens Technology, make a voluntary conditional general cash offer for all remaining Ju Teng shares at the same HK$2.20 price. The maximum cash outlay for full acceptance is capped at HK$1.91 billion. Lens Technology plans to fund the transaction through an external facility of up to HK$3.00 billion from Bank of Communications (Hong Kong) and internal resources; CITIC Securities (Hong Kong) has confirmed sufficiency of funds.

The offer is subject to a non-waivable condition that Lens Technology and parties acting in concert secure more than 50% of Ju Teng’s voting rights by the close of the offer. If not met, the offer will lapse. The companies aim to combine their offer and response documents into a composite circular, but have applied to the Securities and Futures Commission for an extension beyond the 8 June 2026 deadline due to outstanding pre-conditions.

Key pricing metrics show the HK$2.20 offer represents: • a 45.68% discount to the HK$4.05 closing price on 22 April 2026, the last trading day before suspension; • a 41.02% discount to Ju Teng’s audited net asset value of HK$3.73 per share as of 31 December 2025.

Ju Teng’s audited 2025 results recorded revenue of HK$5.73 billion and a net loss attributable to shareholders of HK$493.43 million, with net assets of HK$5.40 billion.

Lens Technology intends to keep Ju Teng’s Hong Kong listing and Taiwan Depositary Receipts in place and will ensure that the public float remains compliant post-offer. No major changes to Ju Teng’s operations, assets or workforce are planned immediately, although strategic reviews and potential synergies across Lens Technology’s AI-driven precision manufacturing platform are expected.

Trading in Ju Teng shares resumed on 19 May 2026 after being halted since 23 April 2026. Shareholders are advised that the offer may or may not become unconditional and should exercise caution when dealing in the shares.