Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

J&T Global Express Limited Proxy Solicitation & Information Statement 2025

May 26, 2025

49971_rns_2025-05-26_9d0d107e-c899-449a-ae7c-7bed5868fe17.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in J&T Global Express Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

img-0.jpeg

J&T GLOBAL Express Limited
極免速遞環球有限公司
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 1519)

(1) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES;
(2) PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS; AND
(3) NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting of J&T Global Express Limited to be held by way of a virtual meeting through the e-Meeting System on Wednesday, June 18, 2025 at 3:00 p.m. is set out in this circular.

A letter from the Board is set out on pages 8 to 14 of this circular.

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 3:00 p.m. on Monday, June 16, 2025) or the adjourned meeting (as the case may be). For the avoidance of doubt and for the purposes of the Listing Rules, holders of Treasury Shares (if any) shall abstain from voting at the Company's general meetings. Completion and return of the form of proxy will not preclude shareholders from attending and voting through the e-Meeting System at the Annual General Meeting if they so wish. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked.

References to time and dates in this circular are to Hong Kong time and dates.

May 27, 2025


CONTENTS

Page

Guidance for the Annual General Meeting 1
Definitions 3

Letter from the Board
1. Introduction 8
2. Proposed Granting of General Mandate to Repurchase Shares 9
3. Proposed Granting of General Mandate to Issue Shares 9
4. Proposed Re-election of the Retiring Directors 10
5. Annual General Meeting and Proxy Arrangement 12
6. Voting by Poll 12
7. Responsibility Statement 13
8. Recommendation 13
9. Closure of Register of Members 13
10. General 14

Arrangements for the Annual General Meeting 15

Appendix I - Explanatory Statement on the Repurchase Mandate 18

Appendix II - Details of the Directors Proposed to be Re-elected at the Annual General Meeting 24

Notice of Annual General Meeting 28


GUIDANCE FOR THE ANNUAL GENERAL MEETING

VIRTUAL ANNUAL GENERAL MEETING

A virtual Annual General Meeting enables the Shareholders to attend the meeting via the e-Meeting System and allows them to attend, participate, submit questions and vote and to view live streaming of the Annual General Meeting.

Shareholders participating in the Annual General Meeting via the e-Meeting System will also be counted towards the quorum. The inability of any Shareholder or his proxy or (in the case of a Shareholder being a corporation) its duly authorised representative to access, or continue to access, such online platform despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the Annual General Meeting or the resolutions passed, or any business conducted at the meeting or any action taken pursuant to such business provided that a quorum is present throughout the meeting.

HOW TO ATTEND AND VOTE

Shareholders who wish to attend the AGM and exercise their voting rights can be achieved in one of the following ways:

(1) attend the Annual General Meeting via the e-Meeting System, which enables live streaming and interactive platform for questions and answers and submission of their votes online; and

(2) appoint the chairman of the Annual General Meeting or other persons as their proxies to vote on their behalf via the e-Meeting System.

Registered Shareholders can refer to the notice of the AGM and the online meeting user guide (by scanning the QR code provided on the notification letter, which is expected to be despatched to the registered Shareholders on Tuesday, May 27, 2025 by post) in relation to attending the AGM by electronic means.

Non-registered Shareholders whose Shares are held in the CCASS through bank, stockbroker, custodians or HKSCC (collectively the "Intermediary") should:

(i) contact and instruct their Intermediary that they want to attend the AGM, vote and submit questions online; and

(ii) provide their email address to their Intermediary before the time limit required by the relevant Intermediary.

Shareholders should note that only one device is allowed per login. Please keep the login details in safe custody for the AGM and do not disclose them to anyone else. Neither the Company nor its share registrar assumes any obligation or liability whatsoever in connection with the transmission of the login details or any use of the login details for attendance, voting or otherwise. The submission of votes through the e-Meeting System using your login details will be conclusive evidence for the votes cast by you as a Shareholder. The Company, its agents and its share registrar take no responsibility for all or any losses or other consequences caused by or resulting from any unauthorized use of the login details.

  • 1 -

GUIDANCE FOR THE ANNUAL GENERAL MEETING

If your proxy (except when the chairman of the Annual General Meeting is appointed as proxy) wishes to attend the Annual General Meeting and vote online, you must provide a valid email address of your proxy to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited. If no email address is provided, your proxy cannot attend the Annual General Meeting and vote online. The email address so provided will be used by the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, for providing the login details for attending and voting at the Annual General Meeting via the e-Meeting System. If your proxy has not received the login details by email by 5:00 p.m. (Hong Kong time) on Monday, June 16, 2025, you should contact the Company's branch share registrar as follows:

Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong
Telephone: (852) 2980 1333
Facsimile: (852) 2810 8185
Email: [email protected]

For the beneficial owners whose Shares are held through banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited would like to attend the Annual General Meeting, they should consult directly with their banks or brokers or custodians (as the case may be) for the necessary arrangements. You will be asked to provide your email address which will be used by the Company's branch share registrar, Tricor Investor Services Limited, for providing the login details for attending the Annual General Meeting electronically in the e-Meeting System.

  • 2 -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"Annual General Meeting" or "AGM"
the annual general meeting of the Company to be held by way of a virtual meeting through the e-Meeting System on Wednesday, June 18, 2025 at 3:00 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 28 to 33 of this circular, or any adjournment thereof

"Annual Report"
the annual report of the Company, which comprises, inter alia, the Directors' report, the auditors' report and the financial statements of the Company for the year ended December 31, 2024

"Articles of Association"
the seventh amended and restated articles of association of the Company adopted on October 11, 2023, which became effective on the Listing Date, as amended from time to time

"Auditors"
the auditors for the time being of the Company

"Board"
the board of Directors

"Business Day"
any day (excluding Saturday, Sunday or public holiday) on which banks in Hong Kong are generally open for business and the Stock Exchange is open for business of dealing securities

"CCASS"
the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited

"Class A Shares"
class A shares of the Company with a par value of US$0.000002 each, conferring weighted voting rights in the Company such that a holder of a Class A Share is entitled to 10 votes per share on any resolution subject to a vote at the Company's general meeting on a poll, save for resolutions with respect to any reserved matters specified in the Articles of Association, in which case each Class A Share and each Class B Share shall entitle its holder to one vote on a poll at a general meeting

  • 3 -

DEFINITIONS

"Class B Shares" class B shares of the Company with a par value of US$0.000002 each, conferring a holder of a Class B Share one vote per share on any resolution subject to a vote at the Company's general meeting on a poll
"close associate(s)" has the same meaning ascribed to it under the Listing Rules
"Companies Act" the Companies Act (as revised) of the Cayman Islands
"Company" J&T Global Express Limited (極兔連遞環球有限公司), an exempted company incorporated in the Cayman Islands with limited liability on October 24, 2019, the Shares of which are listed on the Main Board of the Stock Exchange
"Consolidated Affiliated Entities" the entities the financials of which are consolidated into the Company by virtue of contractual arrangements
"Controlling Shareholder(s)" has the same meaning ascribed to it under the Listing Rules and unless the context otherwise requires, refers to Mr. Jet Jie Li, Jumping Summit Limited, Topping Summit Limited and Exceeding Summit Holding Limited, which are a group of controlling shareholders of the Company
"core connected person(s)" has the same meaning ascribed to it under the Listing Rules
"Director(s)" the director(s) of the Company
"e-Meeting System" Vistra eVoting Portal at https://evoting.vistra.com/#/519, which is an electronic platform for the Shareholders, proxies and corporate representatives attending the Annual General Meeting via internet
  • 4 -

DEFINITIONS

"General Mandate"
a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Class B Shares (including any sale and transfer of Treasury Shares) of not exceeding 20% of the total number of issued shares of the Company (excluding Treasury Shares, if any) as at the date of passing of the relevant Shareholders' resolution granting the General Mandate, and adding thereto any shares representing the aggregate number of shares repurchased by the Company pursuant to the authority granted under the Repurchase Mandate contained in item 8 of the notice of the Annual General Meeting as set out on pages 28 to 33 of this circular

"Group"
the Company and its subsidiaries

"HKSCC"
Hong Kong Securities Clearing Company Limited

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China

"Intermediary"
the bank, stockbroker, custodian, or HKSCC that holds shares in the CCASS on behalf of non-registered Shareholders

"Latest Practicable Date"
May 15, 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

"Listing Date"
October 27, 2023, on which the issued Shares were listed on the Stock Exchange and from which dealings in the Shares were permitted to commence on the Stock Exchange

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited as amended from time to time

"Memorandum of Association"
the seventh amended and restated memorandum of association of the Company adopted on October 11, 2023, which became effective on the Listing Date, as amended from time to time

  • 5 -

DEFINITIONS

"Remuneration Committee" the remuneration committee of the Company

"Repurchase Mandate" a general mandate proposed to be granted to the Directors to repurchase Class B Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares (excluding Treasury Shares, if any) of the Company as at the date of passing of the proposed ordinary resolution contained in item 7 of the notice of the Annual General Meeting as set out on pages 28 to 33 of this circular

"Reserved Matters" those matters with respect to which each Class A Share and each Class B Share shall entitle its holder to one vote on a poll at general meetings of the Company pursuant to the Articles of Association, being: (i) any amendment to the Memorandum of Association or the Articles of Association, however framed, including the variation of the rights attached to any class of shares, (ii) the appointment, election or removal of any independent non-executive Director, (iii) the appointment or removal of the Company's auditors, or (iv) the voluntary liquidation or winding-up of the Company

"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time

"Share(s)" the Class A Shares and/or Class B Shares in the share capital of our Company, as the context so requires

"Shareholder(s)" holder(s) of Share(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Subsidiary" a company which is for the time being and from time to time a subsidiary (within the meaning of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)) of the Company, whether incorporated in Hong Kong or elsewhere

"Takeovers Code" the Code on Takeovers and Mergers and Share Buy-backs approved by the Securities and Futures Commission of the Hong Kong as amended from time to time

  • 6 -

  • 7 -
DEFINITIONS
"Treasury Shares" has the meaning ascribed to it under the Listing Rules
"US$" United States Dollars, the lawful currency of the United States
"WVR" or "weighted voting rights" has the meaning ascribed to it under the Listing Rules
"%" per cent

LETTER FROM THE BOARD

J&T EXPRESS

J&T Global Express Limited

極免速遞環球有限公司

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock Code: 1519)

Executive Director:
Mr. Jet Jie Li (Chairman and Chief Executive Officer)

Non-executive Directors:
Ms. Alice Yu-fen Cheng
Ms. Qinghua Liao
Mr. Yuan Zhang

Independent Non-executive Directors:
Mr. Erh Fei Liu
Mr. Peng Shen
Mr. Peter Lai Hock Meng

Registered Office:
4th floor, Harbour Place
103 South Church Street
P.O. Box 10240
Grand Cayman, KY1-1002
Cayman Islands

Principal Place of Business in PRC:
Room 1001, Block A, Tower 5
1777 Hualong Road, Huaxinzhen
Qingpu District, Shanghai
PRC

Principal Place of Business in Hong Kong:
40th Floor, Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai, Hong Kong

May 27, 2025

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED GRANTING OF GENERAL MANDATES
TO REPURCHASE SHARES AND TO ISSUE NEW SHARES;
(2) PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING

  1. INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting relating to (i) the granting of the Repurchase Mandate to the Directors; (ii) the granting of the General Mandate to the Directors; (iii) the extension of the General Mandate to include Shares repurchased pursuant to the Repurchase Mandate; and (iv) the re-election of retiring Directors.

  • 8 -

LETTER FROM THE BOARD

2. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on June 18, 2024, the Directors were granted general mandate to repurchase its own Shares. Such mandate, to the extent not renewed, revoked or varied by the date of the Annual General Meeting, will lapse at the conclusion of the Annual General Meeting.

In order to give the Company the flexibility to repurchase Class B Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of a new general mandate to the Directors to exercise the powers of the Company to repurchase Class B Shares representing up to 10% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of the relevant resolution in relation to the proposed Repurchase Mandate.

As at the Latest Practicable Date, the issued share capital of the Company (excluding 63,433,600 Class B Treasury Shares) comprised 972,376,996 Class A Shares and 7,933,174,869 Class B Shares. Subject to the passing of the ordinary resolution item 7 and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to repurchase a maximum of 890,555,186 Shares.

An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in the Appendix I to this circular. The explanatory statement is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate at the Annual General Meeting.

3. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on June 18, 2024, the Directors were granted general mandates to allot, issue and deal with Class B Shares. Such mandate, to the extent not renewed, revoked or varied by the date of the Annual General Meeting, will lapse at the conclusion of the Annual General Meeting.

In order to give the Company the flexibility to issue new Class B Shares if and when appropriate (including but not limited to any issue of Shares for the purposes of share schemes of the Company adopted from time to time subject to compliance with the applicable Listing Rules requirements), an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of a new general mandate to the Directors, to allot, issue or deal with additional Class B Shares (including any sale or transfer of Treasury Shares) not exceeding 20% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of the relevant resolution in relation to the Proposed General Mandate.


LETTER FROM THE BOARD

As at the Latest Practicable Date, the issued share capital of the Company (excluding 63,433,600 Class B Treasury Shares) comprised 972,376,996 Class A Shares and 7,933,174,869 Class B Shares. Subject to the passing of the ordinary resolution item 8 and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue a maximum of 1,781,110,373 Class B Shares. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the General Mandate as at the Latest Practicable Date.

In addition, subject to a separate approval of the ordinary resolution item 9, the number of Shares purchased by the Company under ordinary resolution item 7 will also be added to extend the General Mandate as mentioned in ordinary resolution item 8 provided that such additional amount shall represent up to 10% of the number of issued Shares (excluding Treasury Shares, if any) as at the date of passing the resolutions in relation to the General Mandate and Repurchase Mandate.

The General Mandate (including the extended General Mandate) and the Repurchase Mandate, if granted, shall continue to be in force during the period from the date of passing of the resolutions for the approval of the General Mandate (including the extended General Mandate) and the Repurchase Mandate up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or any applicable laws; or (iii) the date on which the authority set out in the General Mandate (including the extended General Mandate) or the Repurchase Mandate (as the case may be) is revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever occurs first.

According to the Listing Rules, the Company may not make a new issue of Class B Shares or announce a proposed new issue of Class B Shares (including any sale or transfer of Treasury Shares) for a period of 30 days after any repurchase of Shares, whether on the Stock Exchange or otherwise (other than an issue of securities pursuant to the exercise of warrants, share options or similar financial instruments requiring the Company to issue securities, which were outstanding prior to that repurchase of its Shares), without the prior approval of the Stock Exchange.

The Company may use the General Mandate for the sale or transfer of Treasury Shares in accordance with the Listing Rules.

4. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

In accordance with Article 119(a) and 119(b) to the Articles of Association, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director (including those appointed for a specific term and the independent non-executive Directors) shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. Any Director who has not been subject to retirement by rotation in the three years preceding the annual general meeting shall retire by rotation at such

  • 10 -

LETTER FROM THE BOARD

annual general meeting. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Accordingly, Ms. Qinghua Liao, Mr. Erh Fei Liu and Mr. Peng Shen shall retire by rotation at the Annual General Meeting and, being eligible, offer themselves for re-election.

Being the independent non-executive Director (the "INED") eligible for re-election at the Annual General Meeting, each of Mr. Erh Fei Liu and Mr. Peng Shen has given a confirmation as to his independence according to the factors on independence set out in Rule 3.13 of the Listing Rules. Specifically, each of Mr. Erh Fei Liu and Mr. Peng Shen has confirmed:

(1) his independence as regards each of the factors referred to in Rule 3.13(1) to (8) of the Listing Rules;

(2) that he has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person (as defined in the Listing Rules) of the Company; and

(3) that there are no other factors that may affect his independence at the time of his appointment.

Nothing has come to the attention of the Board which may adversely affect the independence of Mr. Erh Fei Liu and Mr. Peng Shen. On the above basis, the Board believes that Mr. Erh Fei Liu and Mr. Peng Shen shall continue to be independent to the Company in accordance with Rule 3.13 of the Listing Rules.

The nomination committee of the Company (the "Nomination Committee") has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy, director nomination policy and the Company's corporate strategy, and the independence of the INED. The Nomination Committee has recommended to the Board on re-election of all the retiring Directors including the aforesaid INEDs who are due to retire at the Annual General Meeting. The Company considers that the retiring INEDs are independent in accordance with the independence guidelines set out in the Listing Rules and will continue to bring valuable business experience, knowledge, and professionalism to the Board for its efficient and effective functioning and diversity.

Details of the above Directors proposed for re-election at the Annual General Meeting are set out in Appendix II to this circular. The biographies of the re-elected independent non-executive Directors set out in Appendix II to this circular indicate how they contribute to the diversity of the Board and the perspectives, skills and experience they can bring to the Board.

  • 11 -

LETTER FROM THE BOARD

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The Company will convene the Annual General Meeting by way of a virtual meeting through the e-Meeting System on Wednesday, June 18, 2025 at 3:00 p.m. at which resolutions will be proposed for the purpose of considering and if thought fit, approving the resolutions proposed in the notice of the Annual General Meeting as set out on pages 28 to 33 of this circular.

A form of proxy for use at the Annual General Meeting is enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.jtexpress.com). Whether or not you intend to attend and vote at the Annual General Meeting through the e-Meeting System, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 3:00 p.m. on Monday, June 16, 2025). Completion and return of the form of proxy will not preclude you from attending and voting through the e-Meeting System at the Annual General Meeting or any adjournment thereof. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked.

The Board confirm that to the best of their knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, there was no voting trust or other agreement or arrangement or understanding (other than an outright sale) entered into by or binding upon any Shareholder and there was no obligation or entitlement of any Shareholder whereby he or she has or may have temporarily or permanently passed control over the exercise of the voting right in respect of his Shares to a third party, either generally or on a case-by-case basis.

The Board confirm that to the best of their knowledge, information and belief of the Directors, as at the Latest Practicable Date, there was no discrepancy between any beneficial shareholding interest in the Company as disclosed in this circular and the number of Shares in the Company in respect of which each of them will control or will be entitled to exercise control over the voting right at the Annual General Meeting.

6. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules and Article 82 of the Articles of Association, all the resolutions set out in the notice of Annual General Meeting will be voted by poll except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions put to vote at the Annual General Meeting will be taken by way of poll. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

  • 12 -

LETTER FROM THE BOARD

The Company is controlled through weighted voting rights. On each resolution subject to a vote at general meetings on a poll, holders of Class B Shares present in person through the e-Meeting System (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote per Share, and holders of Class A Shares present in person through the e-Meeting System (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have ten votes per Share (i.e. resolutions 1, 2, 5, 7, 8 and 9 in the notice of the AGM), save for resolutions with respect to any Reserved Matters, in which case each Class A Share and each Class B Share shall entitle its holder to one vote on a poll at a general meeting (i.e. resolutions 3, 4 and 6, regarding the proposed re-election of independent non-executive Directors and re-appointment of auditor which are the Reserved Matters, in the notice of the AGM). Holders of Class B Shares and Class A Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Shareholders. For the avoidance of doubt and for the purposes of the Listing Rules, holders of Treasury Shares (if any) shall abstain from voting on matters that require Shareholders' approval at the Company's general meetings.

  1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no omission of other matters the omission of which would make any statement herein or this document misleading.

  1. RECOMMENDATION

The Directors consider that the resolutions for (i) the granting of the Repurchase Mandate to the Directors; (ii) the granting of the General Mandate to the Directors; (iii) the extension of the General Mandate to include Shares repurchased pursuant to the Repurchase Mandate; and (iv) the re-election of retiring Directors to be proposed at the Annual General Meeting are in the best interests of the Company as well as its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting as set out in the notice of the Annual General Meeting as set out on pages 28 to 33 of this circular.

  1. CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Thursday, June 12, 2025 to Wednesday, June 18, 2025, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Wednesday, June 11, 2025.

  • 13 -

LETTER FROM THE BOARD

Shareholders of the Company whose names appear on the register of members on Wednesday, June 18, 2025 are entitled to attend and vote at the Annual General Meeting or any adjourned meetings.

10. GENERAL

Your attention is also drawn to the additional information set out in the appendices to this circular. The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

By order of the Board

J&T Global Express Limited

Mr. Jet Jie Li

Executive Director, Chairman of the Board and

Chief Executive Officer

  • 14 -

ARRANGEMENTS FOR THE ANNUAL GENERAL MEETING

I. INTRODUCTION

The AGM will be held by way of a virtual meeting, whereby shareholders of the Company can attend the AGM through online access by visiting the e-Meeting System.

II. ATTENDING THE AGM BY MEANS OF ELECTRONIC FACILITIES

The Company will conduct a virtual Annual General Meeting using the e-Meeting System which allows the shareholders of the Company to participate the Annual General Meeting online in a convenient and efficient way from anywhere with an internet connection. Shareholders will be able to view the live video broadcast of the Annual General Meeting and participate in voting and submit questions online via their mobile phones, tablets or computers.

Registered Shareholders can refer to the notice of the Annual General Meeting and the online meeting user guide (by scanning the QR code provided on the notification letter, which is expected to be despatched to the registered Shareholders on Tuesday, May 27, 2025 by post) in relation to attending the Annual General Meeting by electronic means.

Non-registered Shareholders whose Shares are held in the CCASS through the Intermediary should:

(i) contact and instruct their Intermediary that they want to attend the AGM, vote and submit questions online; and
(ii) provide their email address to their Intermediary before the time limit required by the relevant Intermediary.

The e-Meeting System permits a "split vote" on a resolution, in other words, a Shareholder casting his/her/its votes through the e-Meeting System does not have to vote all of his/her/its Shares in the same way (i.e. "For" or "Against"). In the case of a proxy/corporate representative, he/she can vote such number of Shares in respect of which he/she has been appointed as a proxy/corporate representative. Votes cast through the e-Meeting System are irrevocable once the votes have been casted. The e-Meeting System will be opened for registered Shareholders and non-registered Shareholders (see below for login details and arrangements) to log in approximately 30 minutes prior to the commencement of the AGM and can be accessed from any location with internet connection by a mobile phone, tablet or computer device. Shareholders should allow ample time to check into the e-Meeting System to complete the related procedures.

  1. Login Details for Registered Shareholders

Registered Shareholders will be able to attend the AGM, vote and submit questions online through the e-Meeting System. Each registered Shareholder's personalised username and password will be sent to him/her/it under separate notification letter sent together with this circular.

  • 15 -

ARRANGEMENTS FOR THE ANNUAL GENERAL MEETING

2. Login Details for Non-registered Shareholders

Non-registered Shareholders whose Shares are held in the CCASS through the Intermediary will also be able to attend the AGM, vote and submit questions online through the e-Meeting System. In this regard, they should:

(i) contact and instruct their Intermediary that they want to attend the AGM, vote and submit questions online; and

(ii) provide their email address to their Intermediary before the time limit required by the relevant Intermediary.

Details regarding the AGM arrangements including login details to access the e-Meeting System will be sent by the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, to the email address of the non-registered Shareholders provided by the Intermediary. Without the login details, non-registered Shareholders will not be able to attend the AGM, vote and submit questions online using the e-Meeting System. Non-registered Shareholders should therefore give clear and specific instructions to their Intermediary in respect of both (i) and (ii) above.

3. Login Details for Proxies or Corporate Representatives

Details regarding the AGM arrangements including login details to access the e-Meeting System will be sent by the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, to the email address of the proxies provided to it in the relevant proxy forms.

Registered and non-registered Shareholders should note that only one device is allowed in respect of each set of login details. Please also keep the login details in safe custody for use at the AGM and do not disclose them to anyone else. Neither the Company nor its agents assume any obligation or liability whatsoever in connection with the transmission of the login details or any use of the login details.

III. QUESTIONS AT AND PRIOR TO THE AGM

Shareholders attending the AGM using the e-Meeting System will be able to submit questions relevant to the proposed resolution(s) online during the AGM. Shareholders can also send their questions by email from Tuesday, May 27, 2025 (9:00 a.m.) to Tuesday, June 17, 2025 (6:00 p.m.) to [email protected]. The Board and/or the management will endeavour to address substantial and relevant questions in relation to the resolution to be tabled for approval at the AGM and may decide, at their discretion, which questions to respond to.


ARRANGEMENTS FOR THE ANNUAL GENERAL MEETING

IV. APPOINTMENT OF PROXY

Return of a completed proxy form will not preclude Shareholders subsequently from attending and voting through the e-Meeting System at the AGM or any adjournment thereof should they so wish. Shareholders are requested to complete the proxy form and returning it to the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting (i.e. by no later than 3:00 p.m. on Monday, June 16, 2025) or any adjournment thereof. Registered Shareholders submitting the proxy form are requested to provide a valid email address of his or her proxy (except appointment of the Chairman of the AGM) for the proxy to receive the username and password to participate in the online virtual meeting via the e-Meeting System.

V. SUBMISSION OF PROXY FORMS FOR REGISTERED SHAREHOLDERS

A proxy form for use at the AGM is enclosed with this circular. A copy of the proxy form can also be downloaded from the websites of the Company (www.jtexpress.com) and Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk). The deadline to submit completed proxy forms to the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong is not less than 48 hours before the time appointed for holding the AGM (i.e. at or before 3:00 p.m. on Monday, June 16, 2025 (Hong Kong Time)), or any adjournment thereof (as the case may be).

VI. APPOINTMENT OF PROXY FOR NON-REGISTERED SHAREHOLDERS

Non-registered Shareholders should contact their Intermediary as soon as possible for assistance in the appointment of proxy.

If Shareholders have any questions relating to the AGM, please contact Tricor Investor Services Limited, the Company's Hong Kong branch share registrar, as follows:

Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong
Telephone: (852) 2980 1333
Facsimile: (852) 2810 8185

  • 17 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the Annual General Meeting for approving the Repurchase Mandate. This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules which is set out as follows:

  1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange and any other stock exchange on which the securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up; the company has previously sent to its shareholders an explanatory statement complying with the Listing Rules; and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.

  1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 8,905,551,865 Shares, out of which 972,376,996 were Class A Shares, 7,933,174,869 were Class B Shares (excluding 63,433,600 Class B Treasury Shares).

Subject to the passing of the ordinary resolution set out in item 7 of the notice of the Annual General Meeting in respect of the granting of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total of 890,555,186 Shares, representing 10% of the total number of Shares (excluding Treasury Shares, if any) in issue as at the date of the Annual General Meeting.

If the Company repurchases Shares pursuant to the Repurchase Mandate, the Company intends to (i) cancel the repurchased Shares and/or (ii) hold such Shares as Treasury Shares following settlement of such repurchase, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made.

For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as Treasury Shares.

  • 18 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

3. REASONS FOR SHARE REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Shares repurchased for cancellation may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share. On the other hand, Shares repurchased and held by the Company as treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Articles of Association, and the laws of the Cayman Islands. Share repurchase will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

4. FUNDING OF SHARE REPURCHASE

Repurchases of Shares will be funded from the Company's internal resources, which shall be funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules, the applicable laws of the Cayman Islands and/or any other applicable laws, as the case may be.

5. IMPACT OF REPURCHASE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the Annual Report of the Company for the year ended December 31, 2024) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

6. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorized to make purchases to the Shares.

The Company has confirmed that neither the explanatory statement nor the proposed share repurchase has any unusual features.

  • 19 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

7. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.

8. EFFECT OF TAKEOVERS CODE AND PUBLIC FLOAT

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights by the relevant Shareholder for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (as defined under the Takeovers Code) may obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the WVR Beneficiary is Mr. Jet Jie Li (“Mr. Li”). As at the Latest Practicable Date, Mr. Li is deemed to be interested in 972,376,996 Class A Shares and 6,956,414 Class B Shares, representing approximately 55.11% of the total voting rights in our Company with respect to matters other than the Reserved Matters, and representing approximately 10.99% of the total voting rights in our Company with respect to matters relating to the Reserved Matters. Pursuant to Rule 8A.15 of the Listing Rules, in the event that the Directors exercise the Repurchase Mandate, the WVR Beneficiary must reduce their weighted voting rights in the Company proportionately through conversion of a proportion of their shareholding with those rights into Class B Shares, if the reduction in the number of Shares in issue would otherwise result in an increase in the proportion of Class A Shares. As such, to the best knowledge and belief of the Directors, the exercise of the Repurchase Mandate is not expected to give rise to an obligation of Mr. Li to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code to make a mandatory offer. The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any purchase by the Company of its Shares.

On the basis that no further Shares are issued or purchased after the Latest Practicable Date, the Shares counted towards to the public float represent approximately 84.23% of the issued Shares as at the Latest Practicable Date, or approximately 74.30% of the issued Shares assuming the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate. The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the relevant prescribed minimum percentage of Shares in public hands as required by the Stock Exchange.

  • 20 -

APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

9. SHARE REPURCHASES BY THE COMPANY

The Company repurchased a total of 52,160,800 Shares on the Stock Exchange during the six months immediately preceding the Latest Practicable Date, details of which are as follows:

Date of repurchase No. of Shares repurchased Price paid per Share
Highest HK$ Lowest HK$
November 18, 2024 910,000 5.91 5.87
November 19, 2024 1,040,000 5.92 5.89
November 22, 2024 1,080,000 5.73 5.67
November 26, 2024 684,000 5.70 5.63
November 28, 2024 817,200 5.67 5.63
December 2, 2024 660,000 5.85 5.80
December 3, 2024 1,070,000 5.79 5.69
December 4, 2024 650,000 5.94 5.78
December 5, 2024 660,000 5.92 5.80
December 6, 2024 390,000 6.05 5.94
December 9, 2024 648,000 6.06 5.96
December 10, 2024 431,400 6.11 6.01
December 11, 2024 378,000 6.27 6.14
December 12, 2024 697,000 6.28 6.11
December 13, 2024 1,022,000 6.08 6.03
December 16, 2024 381,200 6.04 5.95
December 17, 2024 388,000 5.99 5.94
December 18, 2024 630,000 6.10 5.96
December 19, 2024 361,000 6.07 5.99
December 27, 2024 1,020,000 6.09 5.99
December 30, 2024 630,000 6.13 6.03
December 31, 2024 1,250,000 6.20 6.11
January 2, 2025 1,030,000 6.01 5.91
January 3, 2025 661,000 5.83 5.65
March 7, 2025 1,300,000 5.96 5.90
March 12, 2025 650,000 5.96 5.90
March 13, 2025 2,000,000 5.85 5.73
March 14, 2025 1,300,000 5.93 5.81
March 17, 2025 650,000 5.98 5.93
March 18, 2025 630,000 6.15 6.06
March 19, 2025 640,000 6.14 6.02
March 20, 2025 390,000 5.94 5.91
March 21, 2025 1,330,000 5.82 5.76
March 24, 2025 1,360,000 5.72 5.63
March 25, 2025 2,100,000 5.58 5.53

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

Date of repurchase No. of Shares repurchased Price paid per Share
Highest HK$ Lowest HK$
March 28, 2025 670,000 5.84 5.68
March 31, 2025 690,000 5.67 5.59
April 1, 2025 1,110,000 5.57 5.52
April 2, 2025 420,000 5.55 5.49
April 7, 2025 1,630,000 4.82 4.69
April 8, 2025 800,000 4.85 4.77
April 9, 2025 2,390,000 5.02 4.77
April 15, 2025 696,000 5.59 5.56
April 16, 2025 1,400,000 5.56 5.49
April 17, 2025 700,000 5.51 5.48
April 24, 2025 1,355,000 5.74 5.64
April 25, 2025 1,060,000 5.88 5.81
April 29, 2025 1,540,000 6.03 5.98
April 30, 2025 1,300,000 6.03 5.99
May 6, 2025 1,630,000 6.17 6.12
May 7, 2025 610,000 6.37 6.27
May 8, 2025 1,250,000 6.21 6.14
May 9, 2025 620,000 6.24 6.22
May 12, 2025 610,000 6.44 6.26
May 13, 2025 610,000 6.38 6.35
May 14, 2025 610,000 6.37 6.30
May 15, 2025 621,000 6.28 6.25
  • 22 -

APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

10. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months preceding the Latest Practicable Date were as follows:

Month Price per Share
Highest HK$ Lowest HK$
2024
May 9.20 5.96
June 8.93 6.94
July 7.61 5.71
August 7.45 5.85
September 7.35 5.17
October 7.34 5.82
November 6.36 5.57
December 6.50 5.62
2025
January 6.66 5.58
February 6.96 6.01
March 6.76 5.47
April 6.06 4.53
May (up to the Latest Practicable Date) 6.45 5.97

APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

The biographical details of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out as follows:

Ms. Qinghua Liao, Non-executive Director

Ms. Qinghua Liao (廖清華) ("Ms. Liao"), aged 54, joined the Group in March 2022, is our non-executive Director. She is primarily responsible for providing strategic advice to the Board.

Prior to joining our Group, Ms. Liao held various positions in Zhongshan Xiaobawang Electronic Industry Co., Ltd. (中山小霸王電子工業有限公司), including development officer and assistant general manager, from April 1994 to July 1995. Ms. Liao then joined Guangdong BBK Electronics Industry Co., Ltd. (廣東步步高電子工業有限公司), where she spent more than 10 years of her career from August 1995 to October 2005, in different roles including the head of the human resources department, head of the adjustment and planning department, general manager, assistant factory director for the electronic gaming branch and head of the total quality management department for the electronic gaming branch, where she oversaw the operations and quality control processes within the company. She then joined BBK Education Electronics Co., Ltd. (步步高教育電子有限公司), where she served as head of the systems management department from November 2005 to July 2015 and chief information officer from July 2015 to March 2020. Ms. Liao has served as the operations manager of Guangdong Xiaotiancai Technology Co., Ltd. (廣東小天才科技有限公司) since March 2020.

Ms. Liao obtained her bachelor's degree in Information Management from Central China Normal University, the PRC in July 1992.

Ms. Liao has entered into an appointment letter with the Company for an initial term of three years from the Listing Date or until the third annual general meeting of the Company after the Listing Date, whichever is sooner, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Pursuant to the appointment letter, Ms. Liao is entitled to an annual director's fee of HK$500,000 which was determined by the Board with the recommendation of the Remuneration Committee of the Company with reference to prevailing market condition and her experience, duties and responsibility with the Company.

As at the Latest Practicable Date, Ms. Liao does not have any other interests in the Shares, underlying Shares and debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

  • 24 -

APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Save as disclosed above, Ms. Liao has not held any directorship in the last three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas; does not have any other major appointments and professional qualifications; does not have any other relationships with any Directors, senior management, substantial or controlling Shareholders; and does not hold any other position with the Company or other members of the Group.

Save as disclosed above, there is no other information relating to Ms. Liao's appointment that is required to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

Mr. Erh Fei Liu, Independent Non-executive Director

Mr. Erh Fei Liu (劉二飛) ("Mr. Liu"), aged 66, joined the Group on 27 October 2023, is an independent non-executive Director of our Company. He is primarily responsible for supervising and providing independent judgement to the Board and serving as chairman and members of certain committees of the Board.

Mr. Liu is currently chief executive officer and founding partner at Asia Investment Capital, which is the manager of Asia Investment Fund. He was previously a co-founder of Cindat Capital Management Limited ("Cindat"), a global real estate investment platform. Prior to founding Cindat, Mr. Liu had a successful career as an investment banker. Mr. Liu worked as senior management in various financial institutions such as the head of investment banking for China at Goldman Sachs Group, Inc., the Managing Director of Merrill Lynch (Asia Pacific) Limited and the chairman of China region of Merrill Lynch Group. He was awarded the Asian Banker Skills-based Achievements Award in investment banking in 2006 by The Asian Banker.

Mr. Liu has been an independent non-executive Director of Frontage Holdings Corporation (HKEX: 1521) since April 2018. Mr. Erh Fei Liu was an independent non-executive director of Fortunet e-Commerce Group Limited (now known as Changyou Alliance Group Limited, HKEX: 1039), from March 2015 to April 2017; an independent non-executive director of Qingling Motors Co. Ltd (HKEX: 1122) from May 2015 to June 2024; an independent non-executive director of VNET Group, Inc. (formerly known as 21Vianet Group, Inc., NASDAQ: VNET) from May 2015 to July 2024; and an independent non-executive director of Jiangxi Copper Company Limited (HKEX: 0358 and SSE: 600362) from July 2016 to October 2022.

Mr. Liu graduated from Harvard Business School, the United States, in June 1987 with a master's degree in business administration.

Mr. Liu has entered into an appointment letter with the Company for an initial term of three years from the Listing Date or until the third annual general meeting of the Company after the Listing Date, whichever is sooner, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Pursuant to the appointment letter, Mr. Liu is entitled to an annual

  • 25 -

APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

director’s fee of HK$500,000 which was determined by the Board with the recommendation of the Remuneration Committee of the Company with reference to prevailing market condition and her experience, duties and responsibility with the Company.

As at the Latest Practicable Date, Mr. Liu does not have any other interests in the Shares, underlying Shares and debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Liu has not held any directorship in the last three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas; does not have any other major appointments and professional qualifications; does not have any other relationships with any Directors, senior management, substantial or controlling Shareholders; and does not hold any other position with the Company or other members of the Group.

Save as disclosed above, there is no other information relating to Mr. Liu’s appointment that is required to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

Mr. Peng Shen, Independent Non-executive Director

Mr. Peng Shen (沈鹏) (“Mr. Shen”), aged 37, joined the Group on 27 October 2023, is an independent non-executive Director of our Company. He is primarily responsible for supervising and providing independent judgement to the Board and serving as chairman and members of certain committees of the Board.

Mr. Shen is the founder and currently serves as the chairman of board of directors and chief executive officer of Waterdrop Inc. (NYSE: WDH). Prior to founding Waterdrop in 2016, in January 2010, Mr. Shen joined Meituan (HKSE: 03690), a leading e-commerce platform in China, at its early stage. He was also one of the founding team members of Meituan Waimai, which provides food delivery services. Mr. Shen participated in the operations of Meituan Waimai from September 2013 to April 2016, where he was responsible for different matters including internet R&D, formulating operational rules, and establishing and managing the business systems. In honor of his contributions to China’s Insurtech industry, digital clinical trial solutions business and other fields, as well as the establishment and operation of Waterdrop, Mr. Shen was named to Fortune China’s list of the “2020 40 under 40 in China” and World Economic Forum’s list of “2022 Young Global Leaders”.

Mr. Shen received a master’s degree in retail management from NEOMA Business School, France, in October 2013, an EMBA from Tsinghua University School of Economics and Management, PRC, in July 2019 and the degree of Doctor of Hotel and Tourism Management from the Hong Kong Polytechnic University in September 2022.

  • 26 -

APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Shen has entered into an appointment letter with the Company for an initial term of three years from the Listing Date or until the third annual general meeting of the Company after the Listing Date, whichever is sooner, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Pursuant to the appointment letter, Mr. Shen is entitled to an annual director’s fee of HK$500,000 which was determined by the Board with the recommendation of the Remuneration Committee of the Company with reference to prevailing market condition and her experience, duties and responsibility with the Company.

As at the Latest Practicable Date, Mr. Shen does not have any other interests in the Shares, underlying Shares and debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Shen has not held any directorship in the last three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas; does not have any other major appointments and professional qualifications; does not have any other relationships with any Directors, senior management, substantial or controlling Shareholders; and does not hold any other position with the Company or other members of the Group.

Save as disclosed above, there is no other information relating to Mr. Shen’s appointment that is required to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

  • 27 -

NOTICE OF ANNUAL GENERAL MEETING

J&T EXPRESS

J&T Global Express Limited

極免速遞環球有限公司

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock Code: 1519)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of J&T Global Express Limited (the "Company") will be held by way of a virtual meeting through the e-Meeting System on Wednesday, June 18, 2025 at 3:00 p.m. (the "Annual General Meeting") (or any adjournment thereof) for the following purposes:

ORDINARY RESOLUTIONS

  1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Director(s)") and auditors of the Company for the year ended December 31, 2024;
  2. To re-elect Ms. Qinghua Liao as a non-executive Director of the Company;
  3. To re-elect Mr. Erh Fei Liu as an independent non-executive Director of the Company;
  4. To re-elect Mr. Peng Shen as an independent non-executive Director of the Company;
  5. To authorize the board of Directors of the Company (the "Board") to fix the remuneration of the Directors of the Company;
  6. To re-appoint PricewaterhouseCoopers as the auditor of the Company and to authorize the Board to fix their remuneration;
  7. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

(a) subject to paragraph (b) below, the exercise by the Directors, during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares on The Stock Exchange of Hong Kong Limited or on another stock exchange recognized by the Securities and Futures

  • 28 -

NOTICE OF ANNUAL GENERAL MEETING

Commission of Hong Kong and The Stock Exchange of Hong Kong Limited, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;

(b) the total number of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing this resolution (subject to adjustment in the case of any consolidation or subdivision of the shares of the Company after the passing of this resolution) and the said approval shall be limited accordingly;

(c) the approval in paragraph (a) of this resolution above shall be in addition to any other authorization given to the Directors and shall authorize the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to repurchase its shares at a price determined by the Directors; and

(d) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meetings; and

(iii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held.

  1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

(a) subject to paragraph (c) below, the exercise by the Directors, during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued class B shares of a par value of US$0.000002 each in the share capital of the Company (the "Class B Shares") or securities convertible into Class B Shares, or options, warrants or similar rights to subscribe for Class B Shares or such convertible securities of the Company (including any sale or transfer of treasury shares) and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;


NOTICE OF ANNUAL GENERAL MEETING

(b) the approval in paragraph (a) above shall authorize the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

(c) the total number of Class B Shares allotted or agreed conditionally or unconditionally to be allotted by the Directors (whether pursuant to an option or otherwise, and including any sale or transfer of treasury shares) pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

(i) a Rights Issue (as defined below);

(ii) the grant or exercise of options under a share option scheme or similar arrangement for the time being of the Company;

(iii) the vesting of the awards granted under the share award scheme of the Company; and

(iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,

shall not exceed 20% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing this resolution (subject to adjustment in the case of any consolidation or subdivision of the shares of the Company after the passing of this resolution) and the said approval shall be limited accordingly;

(d) for the purposes of this resolution:

"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meetings; and

(iii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held.

  • 30 -

NOTICE OF ANNUAL GENERAL MEETING

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).

  1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of the resolutions set out in items 7 and 8 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 8 of the Notice be and is hereby extended by the addition to the aggregate number of Class B Shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors (including any sale or transfer of treasury shares) pursuant to such general mandate of the number of Class B Shares repurchased by the Company pursuant to the mandate referred to in the resolution set out in item 7 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing of this resolution."

By order of the Board

J&T Global Express Limited

Mr. Jet Jie Li

Executive Director, Chairman of the Board and

Chief Executive Officer

Hong Kong, May 27, 2025

Notes:

  1. The AGM will be held by way of a virtual meeting. Shareholders can attend the AGM through online access by visiting the e-Meeting System through the Internet by using their computer device, tablet device or smartphone. Each registered shareholder's personalised username and password will be sent to him/her/it under separate letter. Shareholders will be able to attend the AGM, vote and submit questions online via the designated URL (https://evoting.vistra.com/#/519). Non-registered holders whose Shares are held in the CCASS through banks, brokers, custodians or HKSCC may also be able to attend the AGM, vote and submit questions online. In this regard, they should consult directly with their banks, brokers or custodians (as the case may be) for the necessary arrangements and the personalized login and access code will be sent to them by email upon receipt of request through their respective bank, broker, custodian or HKSCC. Shareholders and proxies participating in the Annual General Meeting using the e-Meeting System will also be counted towards the quorum.

NOTICE OF ANNUAL GENERAL MEETING

  1. A Shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a Shareholder of the Company.

  2. In the case of joint holders, the vote of the senior who tenders a vote, whether in person through the e-Meeting System or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

  3. In order to be valid, a form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof shall be deposited at the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the meeting (i.e. not later than 3:00 p.m. on Monday, June 16, 2025). The proxy form will be published on the website of The Stock Exchange of Hong Kong Limited. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting through the e-Meeting System at the above meeting (or any adjourned meeting thereof) if they so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

  4. For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Thursday, June 12, 2025 to Wednesday, June 18, 2025, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Wednesday, June 11, 2025.

  5. The Company will adopt the following arrangements at the Annual General Meeting:

(a) All resolutions at the AGM will be decided on a poll. Shareholders are entitled to attend and vote through online access by visiting the e-Meeting System.

(b) Shareholders can cast their votes and submit questions through online access by visiting the website (https://evoting.vistra.com/#/519). The e-Meeting System will be open for Shareholders to log in approximately 30 minutes prior to the commencement of the AGM and can be accessed from any location with internet connection by a smart phone, tablet device or computer device.

(c) Shareholders attending the AGM using the e-Meeting System will be able to submit questions relevant to the Company's proposed resolutions online during the AGM.

(d) Registered shareholders are requested to provide a valid email address of his or her proxy (except appointing "the chairman of the AGM" as proxy) to receive the username and password to cast their votes and submit online questions on the e-Meeting System. Shareholders are requested to complete the form of proxy in accordance with the instructions printed thereon, return it to the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting (i.e. by no later than 3:00 p.m. on Monday, June 16, 2025) or any adjournment thereof.

  • 32 -

NOTICE OF ANNUAL GENERAL MEETING

  1. Shareholders of the Company whose names appear on the register of members on Wednesday, June 18, 2025 are entitled to attend and vote at the Annual General Meeting or any adjourned meetings.

  2. References to time and dates in this notice are to Hong Kong time and dates.

  3. The meeting is expected to take one hour. Shareholders attending the Annual General Meeting will bear their own transportation and accommodation expenses.

As at the date of this notice, the Board of Directors of the Company comprises Mr. Jet Jie Li as executive Director, Ms. Alice Yu-fen Cheng, Ms. Qinghua Liao and Mr. Yuan Zhang as non-executive Directors, and Mr. Erh Fei Liu, Mr. Peng Shen and Mr. Peter Lai Hock Meng as independent non-executive Directors.

  • 33 -

J&T EXPRESS

J&T Global Express Limited

極免速遞環球有限公司

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock Code: 1519)

Number of shares to which this form of proxy relates¹ Class A Shares
Class B Shares

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON WEDNESDAY, JUNE 18, 2025 OR ANY ADJOURNMENT THEREOF

I/We² ________ (name) of
______________ (address)

being the registered holder(s) of³ ________ shares in the issued share capital of J&T Global Express Limited (the “Company”) hereby appoint⁴ the chairman (the “Chairman”) of the annual general meeting (the “AGM”) of the Company or ________ (name) of
___________ (address)

with email address of ___________ (email address)

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the AGM of the Company to be held by way of a virtual meeting through an e-Meeting System on Wednesday, June 18, 2025 at 3:00 p.m. (and at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice of AGM and at such AGM (or at any adjournment thereof) to vote for me/us on my/our behalf in respect of the resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

Please tick (“✓”) the appropriate boxes to indicate how you wish your vote(s) to be cast⁵.

ORDINARY RESOLUTIONS FOR AGAINST
1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “Director(s)”) and auditors for the year ended December 31, 2024.
2. To re-elect Ms. Qinghua Liao as a non-executive Director of the Company.
3. To re-elect Mr. Erh Fei Liu as an independent non-executive Director of the Company.
4. To re-elect Mr. Peng Shen as an independent non-executive Director of the Company.
5. To authorize the board of Directors (the “Board”) of the Company to fix the remuneration of the Directors of the Company.
6. To re-appoint PricewaterhouseCoopers as the auditor and to authorize the Board to fix their remuneration.
7. To grant a general mandate to the Directors to repurchase class B shares of the Company not exceeding 10% of the total number of issued shares in the capital of the Company (excluding treasury shares) as at the date of passing of this resolution.
8. To grant a general mandate to the Directors to allot, issue and deal with new class B shares of a par value of US$0.000002 each in the share capital of the Company (including any sale or transfer of treasury shares) not exceeding 20% of the total number of issued shares in the capital of the Company (excluding treasury shares) as at the date of passing of this resolution.
9. To extend the general mandate granted to the Directors to issue, allot and deal with additional shares (including any sale or transfer of treasury shares) in the capital of the Company by the aggregate number of the shares repurchased by the Company.

Date: _______ 2025

Signature(s)⁶ ___________


Notes:

  1. Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

  2. Full name(s) and address(es) as shown in the register of the Company to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

  3. Please insert the number of shares under your name(s).

  4. If any proxy other than the Chairman is preferred, please strike out the words “the chairman of the annual general meeting of the Company or” and insert the name and address of the proxy desired. Any shareholder may appoint one or more proxies to attend the AGM and vote for him/her. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. A proxy need not be a shareholder of the Company, but must attend the AGM (or any adjournment thereof) to represent you. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

  5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“✓”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“✓”) THE BOX MARKED “AGAINST”. If this form of proxy is returned duly signed but no direction is given, your proxy may vote for or against the resolution or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the AGM other than those referred to in the Notice convening the AGM.

  6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorised to sign the same. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT.

  7. In the case of joint registered holders of any shares, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person via the e-Meeting System or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person via the e-Meeting System or by proxy, will be accepted to the exclusion of the votes of the other joint holders.

  8. In order to be valid, this completed form of proxy together with the power of attorney (if any) under which it is signed or a notarially certified copy (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong thereof), must be deposited at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the AGM (i.e. not later than 3:00 p.m. on Monday, June 16, 2025). The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting via the e-Meeting System at the above meeting (or any adjourned meeting thereof) if they so wish.

  9. Shareholders are requested to provide a valid email address of his or her proxy (except for the appointment of “The Chairman of the Meeting” as proxy) for the proxy to receive the username and password to cast their votes and submit online questions via the e-Meeting System.

  10. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all resolutions set out in the notice of the AGM will be decided by poll at the AGM.

  11. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM in person via the e-Meeting System if you so wish. If you attend and vote at the AGM, the authority of your proxy will be revoked.

  12. References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the “Purposes”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company at Room 1001, Block A, Tower 5, 1777 Hualong Road, Huaxinzhen, Qingpu District, Shanghai, PRC or Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or by email to [email protected].