TE HEALTHCARE (06877) intends to acquire 100% of the shares of Top Eminent II Limited for 1.003 billion Hong Kong dollars.

TE HEALTHCARE (06877) announced that on February 26, 2026, the company (as the buyer) entered into an acquisition agreement with the seller Top Eminent I Limited. The seller has conditionally agreed to sell, and the company has conditionally agreed to purchase all the shares (equivalent to 100% of the issued shares of the target company Top Eminent II Limited) for a price of 100.3 million Hong Kong dollars. The target group is mainly engaged in cross-border e-commerce wholesale distribution and sales of health and wellness products, and operates an internet healthcare service platform in China. In addition to dietary supplements and other health and wellness products that overlap with the existing categories of the group, the target group also distributes health foods and fruit wine products that are not currently offered by the group, thereby expanding the range of products available to the group's customers. The target group has accumulated operational experience, systems, and a professional team in cross-border logistics and order fulfillment, online traffic generation and user acquisition and conversion, as well as internet hospital services (including online hospitals, remote consultations and health management functions). The board of directors believes that the acquisition will combine the platform of cross-border medical and health e-commerce with licensed internet hospital operations, allowing the expanded group to leverage existing online consultation, product recommendations and cross-border order execution infrastructure, and integrate upstream product development and distribution capabilities with downstream medical consultation services to provide immediate foundations for the development of comprehensive healthcare solutions. In May 2022, the group entered into an e-commerce cooperation agreement with a Hong Kong company (a member company of the target group) related to the online promotion and sale of specific health and wellness products on a designated e-commerce platform, with a term until May 2026 (the contracting parties may negotiate further extensions). Through this collaboration, the group and the target group have accumulated experience in product positioning, brand promotion, and operational cooperation, and have established a certain degree of mutual understanding and trust. In particular, the target group has been using its own online "private domain" promotion and sales channels to promote designated products and guide users to the flagship stores of the group on major e-commerce platforms. The board believes that this existing cooperation framework provides a beneficial business and operational foundation for the acquisition, and supports the commercial rationale for selecting the target group as a strategic partner for the group in the digital healthcare field.