Lens Technology Co., Ltd. (LENS) has tabled a comprehensive 2026 A-Share Restricted Share Incentive Scheme, alongside amendments to its Articles of Association and Independent Directors Working System, all subject to shareholder approval at an upcoming extraordinary general meeting (EGM).
Key Features of the Incentive Scheme • Total size: up to 85.57 million A-shares—17.11 million via share repurchase (Class I) and 68.46 million via private placement (Class II)—equivalent to 1.62 % of the current 5.28 billion share capital. • Beneficiaries: 2,284 eligible participants, covering executive directors (excluding independents), senior management, middle-to-senior managers and core technical/business staff; includes six foreign nationals. • Individual limits: no single participant will receive more than 1 % of the company’s issued share capital across all active incentive plans. • Grant price: RMB 20.36 per share, representing 50 % of the one-day volume-weighted average price before announcement and above all other regulatory price floors. • Vesting/Sale Restriction Periods: – Class I shares (repurchased) carry 12-, 24- and 36-month sale restrictions; release ratios set at 30 %, 30 % and 40 %. – Class II shares (new issue) have a maximum term of 48 months and no post-vesting lock-up beyond statutory director/senior management limits. • Company-level performance hurdles (both classes): revenue growth must reach at least 15 % (2026), 30 % (2027) and 45 % (2028) versus the audited 2025 base. Failure in any year triggers cancellation or repurchase of that tranche. • Individual performance: vesting linked to annual appraisals; only ratings of “Excellent” or “Good” allow full or 80 % vesting, while “Qualified” or below results in forfeiture. • Clawback provisions cover regulatory breaches, mis-statements, improper conduct, resignation, or loss of control over subsidiaries employing recipients.
Corporate Governance Adjustments • Board size to expand from eight to eleven directors; independent directors will continue to comprise not less than one-third and include at least one accounting professional. • The Independent Directors Working System is updated to reflect the larger board while preserving majority-independent composition on key committees (Audit, Nomination, Remuneration & Appraisal). • The Remuneration & Appraisal Committee will oversee scheme compliance, list confirmation and subsequent adjustments.
Regulatory Compliance • The plan falls under Chapter 17 of the Hong Kong Listing Rules. Aggregate grants to executive director Mr. Rao Qiaobing (1.00 million shares across both classes, 0.02 % of issued A-shares) remain below the 0.1 % threshold, exempting the grant from separate shareholder approval under Rule 17.04(2). All other potential thresholds (individual 1 %, scheme 10 %) are observed.
Next Steps A circular with full details, including the EGM notice, will be dispatched in due course. Subject to shareholder endorsement, the Board is authorised to execute all related procedures, including share allotment, registration, repurchase and cancellation, as well as any price or quantity adjustments triggered by corporate actions such as bonus issues or rights offerings.