泛远国际(02516)拟收购COPE Holding的全部股份、认购COPE的690股新普通股，并收购Hyperlining Holding的全部股份

Group 1 - The company has conditionally agreed to acquire all shares of COPE Holding and 690 new ordinary shares, as well as all shares of Hyperlining Holding for a total consideration of $15.777 million, with the transaction expected to close on January 20, 2026 [1] - Following the completion of the transaction, the company will become the sole shareholder of COPE Holding and Hyperlining Holding, holding a 44.55% stake in COPE through these entities, with a direct 6.45% stake held by its wholly-owned subsidiary FAR Luxembourg Holdings Sarl [1] - The target companies will become subsidiaries of the company, and their financial performance will be consolidated into the company's financial statements [1] Group 2 - If the target companies achieve desired performance for the fiscal years ending December 31, 2026, and/or December 31, 2027, the company will acquire an additional 14% and 15% of the issued shares of each target company, respectively, at a valuation equal to five times the pre-tax net profit for the corresponding performance year [2] - After the fiscal year ending December 31, 2029, the company will acquire all remaining equity in the target companies, with the valuation based on the higher of the average pre-tax net profit for fiscal years 2028 and 2029 or the net asset value as of December 31, 2029 [2] - The total consideration for the share increase plan and final equity acquisition from 2026 to 2029 shall not exceed $64.1338 million, regardless of whether settled in cash or a combination of cash and shares [2] Group 3 - The transactions aim to actively respond to changes in U.S. trade and tariff policies, particularly the adjustments to the small parcel tariff exemption system, which have significantly impacted the cross-border e-commerce logistics industry [3] - The company's business focuses on the U.S. market and small parcel logistics, facing challenges in the current environment; this investment will enhance its warehousing and last-mile delivery capabilities, building a complete "end-to-end" local fulfillment capability [3] - The seller has a mature warehousing network in the U.S., with a stable operating team and strong profitability, which is highly complementary to the company's existing logistics chain [3]