FAR INTL (02516) announced that on January 20, 2026, the company entered into an agreement with the sellers. The company conditionally agreed to acquire all shares of COPE Holding from the trust, subscribe for 690 new ordinary shares of COPE, and purchase the entire share capital of Hyperlining Holding from Ms. An. The total consideration for the transferred shares and new shares amounts to $15.777 million.

Following the completion of the transaction, the company will become the sole shareholder of both COPE Holding and Hyperlining Holding. Through these holdings, it will possess a 44.55% equity interest in COPE, while its wholly-owned subsidiary, FAR Luxembourg Holdings Sarl, will directly hold a 6.45% stake in COPE. Overall, the company will hold 51% equity in both COPE and Hyperlining through Hyperlining Holding.

The target companies will become subsidiaries of the company, and their financial results will be consolidated into the company's financial statements. Should the target companies achieve satisfactory performance in the fiscal years ending December 31, 2026, and/or December 31, 2027, the company will additionally acquire 14% and 15%, respectively, of the total issued shares of each target company from the founders. The valuation for these additional acquisitions will be based on five times the pre-tax profit of the corresponding performance year.

After the conclusion of the fiscal year ending December 31, 2029, the company shall acquire all remaining equity in the target companies previously not purchased from the founders. The valuation will be the higher of: five times the average pre-tax profit for the 2028 and 2029 fiscal years, or the net asset value of the target companies as of December 31, 2029. The equity swap is to be completed within 180 days following the final confirmation of the audited financial statements for the 2029 fiscal year.

The total consideration payable under the share increase plan and the final equity acquisition, from the 2026 to the 2029 fiscal years, shall not exceed $64.1338 million, whether settled in cash or a combination of cash and shares. These transactions are intended to proactively address changes in US trade and tariff policies, particularly adjustments to the de minimis tariff exemption system, which have significantly impacted the cross-border e-commerce logistics industry.

The company's business is focused on the US market and small parcel logistics, presenting challenges in the current environment. Through this investment, the company will enhance its warehousing and last-mile delivery capabilities in the US, building a comprehensive local "end-to-end" fulfillment capacity. The seller possesses a mature US warehousing network, a stable operational team, and strong profitability, which are highly complementary to the group's existing logistics chain.

This transaction aligns with the company's global strategy, enabling it to deepen its presence in the US market, enhance service capabilities and customer loyalty, mitigate policy risks, and capitalize on market opportunities. The Board of Directors believes the transaction will facilitate sustainable business growth and create greater value for shareholders.