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JD Logistics, Inc. — Proxy Solicitation & Information Statement 2026
Jun 5, 2026
50717_rns_2026-06-05_b29eb1cc-d9e3-4d47-8919-88d25f2a8560.pdf
Proxy Solicitation & Information Statement
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JDL 京东物流
JD Logistics, Inc.
京东物流股份有限公司
(A company incorporated in the Cayman Islands with limited liability)
(Stock Code: 2618)
Proxy Form for use at the Annual General Meeting to be held on June 29, 2026
I/We (Note 1)
of
being the registered holder(s) of ___ ordinary share(s) (Note 2) of US$0.000025 each in the share capital of JD Logistics, Inc. (the “Company”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (Note 3)
of
as my/our proxy to attend and act for me/us at the annual general meeting of the Company (the “Meeting”) (and at any adjournment thereof) to be held at 11:00 a.m. on Monday, June 29, 2026 at Building A, No. 18 Kechuang 11 Street, Yizhuang Economic and Technological Development Zone, Daxing District, Beijing, the People’s Republic of China and to vote for me/ us and in my/our name(s) in respect of the resolutions as indicated below (Note 4).
| Ordinary resolutions (Note 6) | For (Note 4) | Against (Note 4) | |
|---|---|---|---|
| 1. | To receive and adopt the audited consolidated financial statements of the Group and the reports of the directors and the independent auditor of the Company for the year ended December 31, 2025. | ||
| 2. | (i) To re-elect Mr. Zhenhui Wang (王振輝) as an executive director of the Company (the “Director”). | ||
| (ii) To re-elect Ms. Nora Gu Yi Wu (羅宜) as an independent non-executive Director. | |||
| (iii) To re-elect Ms. Laura J. Peterson as an independent non-executive Director. | |||
| (iv) To re-elect Dr. Lin Ye (葉林) as an independent non-executive Director. | |||
| (v) To re-elect Mr. Yi Hoi Tang (鄧以海) as an independent non-executive Director. | |||
| 3. | To authorise the board of Directors (the “Board”) of the Company to fix the remuneration of the Directors. | ||
| 4. | To re-appoint Deloitte Touche Tohmatsu as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration for the year ending December 31, 2026. | ||
| 5(a). | To grant a general mandate to the Directors to allot, issue and deal with ordinary shares of the Company (including any sale or transfer of shares out of treasury that are held as treasury shares) (Ordinary Resolution No. 5(a) of the notice of the Meeting). | ||
| 5(b). | To grant a general mandate to the Directors to repurchase ordinary shares of the Company (Ordinary Resolution No. 5(b) of the notice of the Meeting). | ||
| 5(c). | To extend the general mandate granted to the Directors to issue new ordinary shares of the Company (Ordinary Resolution No. 5(c) of the notice of the Meeting). |
Dated: ___ 2026
Shareholder's Signature (Note 5): ___
Notes:
- Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
- Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this proxy form will be deemed to relate to all the shares in the Company registered in your name(s).
- If any proxy other than the Chairman is preferred, strike out "THE CHAIRMAN OF THE MEETING or" and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
- IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED "FOR" BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED "AGAINST" BESIDE THE APPROPRIATE RESOLUTION. Failure to complete any or all boxes will entitle your proxy to cast his votes on the relevant resolutions at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.
- This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation must be either under its common seal or under the hand of an officer or attorney duly authorised.
- The description of the ordinary resolutions is by way of summary only. The full text appears in the notice of the Meeting.
- Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Share as if he was solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.
- To be valid, the proxy form together with any power of attorney or other authority (if any) under which it is signed or notarially certified copy thereof, must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not less than 48 hours before the time appointed for holding of the Meeting (i.e. at or before 11:00 a.m. on Saturday, June 27, 2026 (Hong Kong Time)), or any adjournment thereof.
- Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.
- On a poll, every shareholder present in person or by proxy shall be entitled to one vote for each share registered in his/her name. The result of such poll shall be deemed to be the resolution of the Meeting at which the poll was so taken.
- Completion and deposit of the proxy form will not preclude you from attending and voting at the Meeting should you so wish.
PERSONAL INFORMATION COLLECTION STATEMENT
(i) "Personal Data" in this statement has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO").
(ii) Your supply of Personal Data to the Company is on a voluntary basis. If you fail to provide sufficient information, the Company may not be able to process your appointment of proxy and other instructions.
(iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.
(iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong.