TRULY INT'L (00732.HK): Buys E-Paper Plant Equipment for JPY 4.8bn; Seeks HK$6bn Acquisition Mandate

NewTimeSpace News: On 20 October 2026, Truly International Holdings Limited (the "Company") announced that Truly Opto-electronics Limited, an indirect wholly-owned subsidiary of the Company, on the same day entered into an equipment purchase agreement with a supplier, SCREEN Finetech Solutions Co., Ltd., to acquire production and ancillary equipment for establishing a new electronic paper display device plant in the Sichuan Renshou Economic Development Zone, Renshou County, Meishan City, Sichuan Province, the PRC, at a total consideration of JPY 4.8 billion (equivalent to approximately HK$237.6 million). The consideration was determined through arm's length negotiations between the parties and will be settled by telegraphic transfer and irrevocable letters of credit, with 40% of the total equipment price payable within one month after the issue of the purchase order, 50% payable upon receipt of the equipment and 10% payable within 120 days after shipment of the main body of the equipment.

The announcement disclosed that the Group will need to acquire additional equipment to complete the construction of the plant, and the board proposes to seek shareholders' approval at an extraordinary general meeting for an acquisition mandate to authorise and empower the board to complete, within a 12-month period, the acquisition of the remaining equipment required for the plant (the "Possible Further Acquisition") for an aggregate amount not exceeding HK$6 billion. The aggregate consideration for the Possible Further Acquisition, when aggregated with the Equipment Acquisition, will not exceed HK$6 billion; the consideration is expected to be settled in cash, of which approximately RMB 2 billion to RMB 3 billion will be funded by a PRC syndicated loan arranged by Truly Opto-electronics Renshou Limited and the balance by the Company's internal resources. The board will be authorised to determine at its absolute discretion all matters including supplier selection, equipment specifications, quantities and prices, the number of batches and the timing of each acquisition. A circular containing, among other things, further details of the Possible Further Acquisition, the notice of the extraordinary general meeting and other information required by the Listing Rules is expected to be despatched to shareholders on or before 10 November 2026.

The Company stated that the highest applicable percentage ratio for the Equipment Acquisition is more than 5% but less than 25%, and the Equipment Acquisition constitutes a discloseable transaction under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements. In addition, as one or more of the applicable percentage ratios for the Possible Further Acquisition, when aggregated with the Equipment Acquisition, are expected to exceed 100%, the Possible Further Acquisition, if implemented, will constitute a very substantial acquisition and will be subject to the reporting, announcement and shareholders' approval requirements under Rule 14.07. The board considers that the Company has been engaged in the flat panel display business since the 1990s and has established a diversified product line covering AMOLED, PMOLED and TFT displays, while the manufacturing process for electronic paper products relies on 16 key display and manufacturing core technologies, most of which are consistent with the technology systems already adopted for its existing products; such processes are transferable and directly applicable to the electronic paper business, thereby shortening the technology preparation cycle and reducing the initial risks and costs of product development. The new plant can also share the Group's existing core technical personnel, experienced core R&D team and database of product design documents and information, and leverage the Group's extensive sales network and long-standing major customer base to support product demand.