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S.F. Holding Co., Ltd. Proxy Solicitation & Information Statement 2025

May 22, 2025

51092_rns_2025-05-22_cc3f0026-1e98-4900-9ee3-241e4e6232e9.pdf

Proxy Solicitation & Information Statement

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SF

HOLDING

順豐控股

S.F. Holding Co., Ltd.

順豐控股股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 6936)

Form of Proxy for 2024 Annual General Meeting

I/We $^{(Note1)}$

of

being the registered holder(s) of ___ (Note 2) H Shares of RMB1.00 each in the share capital of S.F. Holding Co., Ltd.

(the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or $^{(Note3)}$

of

as my/our proxy to attend and act for me/us at the annual general meeting of the Company to be held on Friday, June 13, 2025 at 3:00 p.m. at Block B Meeting Room, TK Chuangzhi Tiandi Building, Keji South 1st Road, Nanshan District, Shenzhen, Guangdong Province, the PRC, and any adjournment thereof, for the purpose of considering and if thought fit, passing the resolutions set out in the notice convening the said meeting, and to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below. Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular of the Company dated May 22, 2025 (the "Circular").

ORDINARY RESOLUTIONS# FOR^{(Note 4)} AGAINST^{(Note 4)} ABSTAIN^{(Note 4)}
1. To consider and approve the 2024 annual report.
2. To consider and approve the 2024 work report of the Board of Directors.
3. To consider and approve the 2024 work report of the Board of Supervisors.
4. To consider and approve the 2024 final financial report.
5. To consider and approve the 2024 final profit distribution plan.
6. To consider and approve the authorization to the Board of Directors to determine the 2025 interim profit distribution plan.
SPECIAL RESOLUTIONS#
7. To consider and approve the general mandate to the Board of Directors for issuing H Shares.
8. To consider and approve the general mandate to the Board of Directors for repurchase of H Shares.
9. To consider and approve the change of use and cancellation of repurchased A Shares.
10. To consider and approve the estimated cap for provision of guarantee in 2025.
ORDINARY RESOLUTION#
11. To consider and approve the re-appointment of auditor for 2025.

Dated this __ day of __ 2025

Signature $^{(Note5)}$

The full text of the resolutions is set out in the Circular.

Notes:

Important: You should first read the Circular before appointing a proxy.

  1. Please insert the full name(s) and address(es) as registered in the register of members of the Company in BLOCK CAPITALS.
  2. Please insert the number of Shares registered in your name(s) to which this proxy relates. If no member is inserted, this form of proxy will be deemed to relate to all the Shares in the Company registered in your name(s).
  3. If a proxy other than the Chairman is preferred, please cross out the words "THE CHAIRMAN OF THE MEETING or" and insert the full name and address of the proxy (or proxies) desired in the space provided. If you are a Shareholder of the Company who is entitled to attend and vote at the meeting convened by the aforementioned notice, you are entitled to appoint one or more proxies to attend, speak and vote on your behalf. A proxy need not be a Shareholder of the Company but must attend the meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, PLEASE TICK THE BOXES MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTIONS, PLEASE TICK THE BOXES MARKED "ABSTAIN". If no direction is given, the proxy will be entitled to vote or abstain from voting as he thinks fit. Your proxy will also be entitled to vote at his discretion on any resolutions properly put to the meeting other than those referred to in the notice convening the meeting.
  5. This form of proxy must be signed by you, or your attorney duly authorized in writing or, if you are a corporation, must either be executed under the common seal or under the hand of a director or duly authorized attorney(s). If form of proxy is signed by an attorney of a Shareholder, the power of attorney or other authorization document (if any) under which it is signed must be notarized.
  6. In the case of joint holders of any Share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders are present at the meeting whether attending in person or by proxy, the vote of the person, whose name stands first on the register of members of the Company in respect of such Share (no matter present in person or by proxy) shall be accepted to the exclusion of the vote(s) of the other joint holder(s).
  7. To be valid, this form of proxy together with the power of attorney or other authorization document (if any) must be deposited at the H Share registrar of the Company for holder of H Shares by hand or by post not less than 24 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be). Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting in person at the meeting if he/she so wishes. In such event, the instrument appointing a proxy shall be deemed to be revoked. The H Share registrar of the Company is Tricor Investor Services Limited, whose address is at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.
  8. On a poll, every Shareholder present in person or by proxy shall be entitled to one vote for each Share of the Company.
  9. References to time and dates in this form 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 Annual General Meeting of the Company (the "Purpose"). 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 authorized 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 fulfill 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 Tricor Investor Services Limited at the above address.