CTG DUTY-FREE (01880) announced that on January 19, 2026, CTG International Limited (the buyer), an indirect wholly-owned subsidiary of China Tourism Group Duty Free Corporation Limited (the Company), entered into an agreement (Framework Agreement) with DFS Venture Singapore (Pte) Limited (DFS Singapore) and DFS Group Limited (DFS Hong Kong, collectively with DFS Singapore referred to as the sellers, both ultimately owned by LVMH and the Ma family). Pursuant to the agreement, (i) the sellers agreed to sell, and the buyer agreed to purchase, all of the issued share capital of the target company DFS Cotai Limitada (Share Acquisition), and (ii) DFS Hong Kong agreed to sell, and the buyer agreed to purchase via an asset transfer, the business (comprising the travel retail business operated by DFS Hong Kong in Hong Kong, including intangible assets in the Greater China region) (Asset Acquisition, collectively with the Share Acquisition referred to as the Acquisitions). Through these Acquisitions, the Company will gain ownership of DFS's travel retail stores located in Hong Kong and Macau, along with the exclusive rights to use intangible assets, including the DFS brand, within the Greater China region. This strategic move will significantly expand the Company's service network in the Greater Bay Area, solidify its industrial leadership, and continuously integrate a premium travel retail network, thereby establishing the Group's leading position in the regional travel retail market. Concurrently, leveraging the gateway advantages of Hong Kong and Macau, the Company aims to promote the global expansion of high-quality domestic Chinese brands, create a platform for "Guochao" brands to go global, and establish an international business mid-office. As a listed company controlled by a central state-owned enterprise, the Company remains committed to providing high-quality travel retail experiences for domestic and international tourists, actively fulfilling its responsibilities as a central SOE, and contributing to the high-quality development of the retail economy in Hong Kong and Macau. The Acquisitions represent a crucial step in accelerating the Company's international business layout and actively implementing its Greater Bay Area strategy and "Guochao Brand Globalization" strategy. The following DFS stores in Hong Kong are operated by DFS Hong Kong as of the date of this announcement: 1. DFS Hong Kong, Canton Road (New Sun Arcade); 2. DFS Hong Kong, Causeway Bay (Hysan Place). The target company operates the following DFS stores in Macau as of the date of this announcement: 1. DFS Macau, The Londoner Macao Shopping Center; 2. DFS Macau, Galaxy Macau™; 3. DFS Macau, MGM COTAI; 4. DFS Macau, MGM MACAU; 5. DFS Macau, Wynn Palace; 6. DFS Macau, The Grand Canal Shoppes at Four Seasons; 7. DFS Macau, Studio City. On January 19, 2026, the Company entered into two separate share subscription agreements (Share Subscription Agreements) with Delphine SAS (an indirect wholly-owned subsidiary of LVMH) and Shoppers Holdings HK Limited (an indirect wholly-owned subsidiary of The Mountain Trust Company, acting as the licensed trustee of a private family trust for the benefit of Mr. Ma Li Xian and his family (the Ma family)). Pursuant to these agreements, following the completion of the Acquisitions, Delphine SAS and Shoppers Holdings HK Limited (collectively, the Subscribers) will each subscribe for new H-shares to be issued by the Company, with the quantity of shares to be notified by each Subscriber to the Company prior to completion (for Delphine SAS, no more than 7,330,100 new H-shares, and for Shoppers Holdings HK Limited, no more than 4,637,400 new H-shares) (Subscription Shares) (the Subscription). On January 19, 2026, the Company and LVMH entered into a memorandum of understanding (to become effective after the completion of the Acquisitions) proposing to establish a cooperative partnership in retail sectors of strategic alignment for both parties, a collaboration that will also align with the current business models of LVMH's portfolio of brands. This cooperation will enable the Company and LVMH to leverage their respective strengths to further deepen collaboration in the Greater China region and achieve mutual benefits. The two parties will engage in cooperation across areas including product sales, store openings, brand promotion, cultural exchanges, travel services, and customer experience. The Subscription represents a complementary investment by LVMH and the Ma family, who will participate in the Company's capital increase by subscribing for newly issued H-shares. The subscription amount is only equivalent to a small portion of the proceeds they received from the Acquisitions. Upon completion of the Subscription, LVMH and the Ma family will collectively hold approximately 0.57% of the Company's total share capital. The Directors believe that the terms of the Share Subscription Agreements were negotiated fairly on normal commercial terms, are fair and reasonable, and are in the overall interests of the Company and its shareholders.
Comments