Offshore Trust Insight | TUHU-W (09690.HK) Up 2.57% Intraday; Founder Chen Min's 67.49 Million B Shares Held via a TMF Cayman Trust

On October 23, 2026, the auto service and platform economy theme traded divergently, and TUHU-W (09690.HK) rose. As of 14:14, the company was quoted at HKD 11.580, up 2.57%, with a turnover of about HKD 5.5273 million and a market capitalisation of about HKD 9.543 billion based on the latest price. The stock touched a low of HKD 11.110 and a high of HKD 11.580 during the day, with an amplitude of 4.16%.

On the news front, on September 24, 2026, TUHU-W announced a proposed acquisition of the entire equity interest in Conti Trade Australia Pty Ltd, a company under Continental, whose wholly-owned subsidiary operates the Australian tyre and auto service chain brand "mycar Tyre & Auto". According to the target's financial data cited in a CICC research report, mycar had 279 directly operated stores as at the first half of 2026 and recorded revenue of AUD 524.66 million, profit after tax of AUD 10.83 million, adjusted profit after tax of AUD 21.17 million and EBITDA of AUD 37.91 million in 2025, up about 33% year on year. The announcement stated that the transaction remains subject to relevant regulatory approvals.

CICC noted in a subsequent research report that the acquisition would help TUHU rapidly obtain a scaled overseas offline network, local operating teams and automotive aftermarket operating capabilities, shorten the cultivation period for overseas markets, and further diversify its revenue sources and geographic mix; both parties focus on tyres, vehicle maintenance and repair services, giving them a solid basis for synergy in product procurement, supply chain management and store operations, and TUHU can introduce the digital supply chain capabilities it has built in China into the target to optimise its local procurement system and improve store operating efficiency.

It is understood that TUHU-W (TUHU Car Inc.) listed on the Main Board of HKEX on September 26, 2023 at an offer price of HKD 28.00, offering 42.4448 million shares globally (after partial exercise of the offer size adjustment option, of which 10% was offered in Hong Kong and 90% internationally), raising net proceeds of about HKD 1.081 billion; five cornerstone investors — Tencent's Image Frame Investment, Castrol, Leapmotor, Gotion High-tech and Shanghai Zizhu High-tech Zone — subscribed for a total of USD 100 million. The company adopts a weighted voting rights structure, under which each Class A share carries one vote and each Class B share carries 10 votes. The stock closed at HKD 29.40 on its debut, up 5%, with a market capitalisation of HKD 23.96 billion; as at the intraday quote on October 23, it was quoted at HKD 11.580, down 58.6% from the offer price, with a market capitalisation of HKD 9.543 billion; the 52-week low of HKD 10.000 was recorded on October 5.

In terms of shareholding structure, according to the company's 2026 interim report, the weighted voting rights beneficiary is founder, chairman of the board and chief executive officer Chen Min, who has an interest in and controls 14,793,402 Class A shares and 67,493,742 Class B shares, representing about 48.21% of the voting rights of the company's issued shares. According to the HKEx disclosure of interests platform, Tencent Holdings declared holdings of 158,895,235 shares on August 20, 2026, representing 21.02% of the issued voting shares; THE CORE TRUST COMPANY LIMITED held 76,163,663 shares, or 10.02%, after an increase on June 18, 2026; co-founder and president Hu Xiaodong held 25,692,699 shares, or 3.38%, and declared a short position of 2,996,703 shares.

It is understood that TUHU-W's shareholding structure involves offshore trusts. According to the HKEx disclosure of interests platform, the 67,493,742 Class B shares controlled by Chen Min are held by TMF (Cayman) Ltd. as trustee: on August 20, 2026, TMF (Cayman) Ltd. filed in the same batch as Chen Min, Ilnewgnay Investment Limited and Nholresi Investment Limited in respect of the same 67,493,742 shares, and holds 100% interests in each of the two holding corporations, with the holding chain running from the trust to Ilnewgnay Investment Limited and Nholresi Investment Limited and then to the company's Class B shares; the name, establishment date, protector and scope of beneficiaries of the trust have not been disclosed. The other trust chain involves THE CORE TRUST COMPANY LIMITED as trustee, holding the company's shares through its wholly-owned TCT (BVI) Limited and, in turn, through Eminent Investment Limited (the nominee of the trust) and Sprue Limited, both wholly-owned by TCT (BVI) Limited; according to the disclosure of interests, the trustee's holdings rose from 38,027,147 shares (5.02%) on December 15, 2025 to 76,163,663 shares (10.02%) on June 18, 2026, with several on-market increases in between at declared average prices ranging from HKD 12.1239 to HKD 13.4934 per share; the name of this trust and the scope of its beneficiaries have also not been disclosed.

Regarding offshore trusts, on July 24, 2026, the Ministry of Finance and the State Taxation Administration jointly issued the Announcement on Matters Concerning Individual Income Tax on Offshore Trusts (Announcement No. 21 of 2026), bringing the entire life cycle of an offshore trust — establishment, existence and termination — into the individual income tax administration system, establishing three look-through points of establishment, existence and termination with a uniform 20% tax rate. The announcement specifies that during the existence of an offshore trust, income generated by an individual resident's offshore trust and by overseas entities held or controlled by that trust, whether actually distributed or not, is taxable to that individual resident, who must file and pay individual income tax on an annual basis. Article 6 of the announcement specifies that where, during the existence of an offshore trust of an individual resident, the individual resident becomes a non-resident individual, the taxable income is the balance after deducting the original value from the market value of the offshore trust's property on the day the individual becomes a non-resident, and individual income tax must be filed and paid. The 90-day supplementary filing window set by the announcement runs from July 24, 2026.

On the operating side, the company's revenue in the first half of 2026 was RMB 8.778 billion, up 11.4% year on year; gross profit was RMB 2.048 billion, with a gross margin of 23.3%, down 1.9 percentage points year on year; net profit attributable to shareholders was RMB 184 million and adjusted net profit was RMB 240 million. By business, revenue from tyres and chassis parts, vehicle maintenance, and franchise, advertising and other platform activities grew 19.0%, 6.4% and 11.0% year on year respectively. As at June 30, the number of TUHU factory stores reached 8,825, a net increase of 817 in the first half and up about 22.5% year on year, with about 65% of new stores located in lower-tier cities; registered users reached 175 million, up 24.70 million year on year, trading users over the past twelve months were 31 million, up 17.2%, the annual repurchase rate was 65.2%, up 0.7 percentage points, and new energy vehicle trading users reached 5.30 million, up 56.7%, accounting for 17.2% of total trading users.

In terms of products and business developments, the company repurchased about 43.50 million shares in the first half of 2026, representing about 5.3% of total issued shares; at the end of June it announced a share repurchase programme of up to HKD 1.5 billion, undertaking to repurchase and cancel no fewer than 50 million shares, about 6% of total shares, by the end of July 2028. On overseas business, the company operates seven stores in Hong Kong, China and 14 factory stores in Malaysia, totalling 21; the Australian mycar brand proposed for acquisition on September 24 will significantly expand its overseas store network upon completion. On the technology front, the company continues to promote the application of AI in customer service, store operations, supply chain and other scenarios, driving a year-on-year optimisation of its operating expense ratio.