Tourover-W (09690): Plans to acquire all shares of Conti Trade Australia Pty Ltd for $278 million

According to Zhitong Financial App, Tourover-W (09690) announced that on September 24, 2026, the buyer (TUHU Car (Hong Kong) Limited, an indirect wholly-owned subsidiary of the company) and the seller (Continental Global Holding Netherlands B.V., a wholly-owned subsidiary of Continental AG) entered into a share sale agreement. According to this, the buyer has already conditionally agreed to acquire the target company (Conti Trade) Australia Pty Ltd)'s total issued share capital. Continental AG is a company listed on the Frankfurt Stock Exchange (stock code: CON) and is a leading tire manufacturer and industry expert. The target company owns and operates the “mycar Tyre & Auto” network, which is one of the largest tire, car service and maintenance chains in Australia, providing comprehensive one-stop car services through 279 stores across the country. The acquisition was based on the target group's agreed enterprise value of 403 million Australian dollars (equivalent to about HK$2.25 billion). After adjustments were made to the target group's net debt and working capital amounts, it was determined that the delivery payment is currently estimated at about 278 million Australian dollars (equivalent to about HK$1.55 billion). This amount must be paid in cash at the time of delivery and can be adjusted after delivery.

The Group is mainly engaged in the provision of automobile services in China through online and offline integrated platforms. The acquisition provided the Group with a strategic opportunity to establish a large-scale direct business base in the Australian automotive service market, diversify geographical distribution, and expand its international business footprint.

The target group operates a well-developed nationwide network of 279 self-operated stores across Australia under the “mycar Tyre & Auto” brand to provide tire, car maintenance and general maintenance services to a diverse customer base. The target group's complete network, customer proposition and experienced staff team complement the Group's capabilities in digital customer acquisition, procurement, supply chain management, technology and large-scale automobile service operations.

The directors believe that the acquisition will enable the Group to: (a) advance its international expansion strategy by establishing a meaningful operating base outside of China through the target group's established nationwide retail and service platform in Australia, thereby consolidating the Group's position as a leading automotive service platform and laying the foundation for further development of its international business map; (b) enhance the Group's digital and operational capabilities by deploying and further developing its expertise in digital store management, workflow optimization, inventory management and other technology enabling initiatives across the target group to Improve the Australian car owner experience and store-level productivity; (c) expand and enhance the Group's capabilities in standardized factory operations, technical training and electric vehicle maintenance services, while positioning the Group in an advantageous position to seize the opportunities brought by the wave of electrification of Australian automobiles; (d) using its procurement scale, global procurement relationships and supply chain capabilities on a larger business platform to broaden product supply and enhance the Group's automotive service supply in Australia.