FAR INTL (02516) intends to acquire all shares of COPE Holding, subscribe to 690 new ordinary shares of COPE, and acquire all shares of Hyperlining Holding.

FAR INTL (02516) announces that on January 20, 2026, the company entered into an agreement with the seller to conditionally acquire all shares of COPE Holding, subscribe to 690 new ordinary shares of COPE, and acquire all shares of Hyperlining Holding from Ms. An. The total consideration for the transfer of shares and new shares is 15.77 million US dollars. Upon completion of the transaction, the company will become the sole shareholder of COPE Holding and Hyperlining Holding, holding 44.55% of COPE through COPE Holding and Hyperlining Holding, and its wholly-owned subsidiary FAR Luxembourg Holdings Sarl will directly hold 6.45% of COPE. Overall, the company will hold 51% and 51% of COPE and Hyperlining through Hyperlining Holding. The target companies will become subsidiaries of the company, and the financial performance of the target companies will be consolidated into the company's financial statements. If the target companies achieve the desired performance for the fiscal years ending December 31, 2026 and/or December 31, 2027, the company will purchase an additional 14% and 15% of the total issued shares of the target companies from the founders, at a valuation equal to 5 times the pre-tax net profit of the corresponding performance year. After the fiscal year ending December 31, 2029, the company shall purchase all remaining shares of the target companies from the founders at a valuation equal to the higher of 5 times the average pre-tax net profit for the fiscal years ending 2028 and 2029, or the net asset value of the target companies as of December 31, 2029. The share acquisition should be completed within 180 days after the final confirmation of the audited financial statements for the fiscal year 2029. For the fiscal years 2026 to 2029, the total consideration for the share acquisition plan and final equity purchase shall not exceed 64.1338 million US dollars, whether paid in cash or in a combination of cash and shares. These transactions are aimed at proactively responding to changes in US trade and tariff policies (especially adjustments to the small parcel tariff exemption system), which have had a significant impact on the cross-border e-commerce logistics industry. The company's business focuses on the US market and small parcel logistics, facing challenges in the current environment. Through this investment, the company will enhance its warehousing and last mile delivery capabilities in the US, building a complete end-to-end domestic fulfillment capability. The seller's mature warehousing network in the US, stable operations team, and strong profitability complement the existing logistics chain of the group. This transaction aligns with the company's globalization strategy, deepening its presence in the US market, improving service capabilities and customer loyalty, reducing policy risks, and seizing market opportunities. The board believes that this transaction will promote sustainable business growth and create greater value for shareholders.