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S.F. Holding Co., Ltd. — Proxy Solicitation & Information Statement 2025
May 22, 2025
51092_rns_2025-05-22_ed2b0ab2-13f1-4b84-9b82-670adc104048.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting (the "AGM") of S.F. Holding Co., Ltd. (the "Company") will 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 to consider and, if thought fit, pass the following resolutions:
By way of ordinary resolutions:
- To consider and approve the 2024 annual report;
- To consider and approve the 2024 work report of the Board of Directors;
- To consider and approve the 2024 work report of the Board of Supervisors;
- To consider and approve the 2024 final financial report;
- To consider and approve the 2024 final profit distribution plan;
- To consider and approve the authorization to the Board of Directors to determine the 2025 interim profit distribution plan;
By way of special resolutions:
- To consider and approve:
“THAT:
(a) subject to market conditions and the needs of the Company, and in compliance with relevant laws and regulations and obtaining approvals from all relevant governmental or regulatory authorities (if applicable), a general mandate be and is hereby generally and unconditionally given to the Directors during the Relevant Period (as defined below) of all the powers of the Company to issue, allot and/or deal with new H Shares and/or options (including convertible
bonds and other securities with rights to subscribe for or convert into H Shares), not exceeding 10% of the total number of the Shares in issue of the Company (excluding any treasury shares) as at the date of this resolution being considered and approved at the AGM;
(b) the general mandate in paragraph (a) above shall authorize the Directors during the Relevant Period to approve, sign and execute or cause to be signed and executed all documents, deeds and matters that they deem related to the exercise of such powers; and
(c) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until the earliest of: (i) date of the conclusion of the 2025 annual general meeting of the Shareholders to be held in 2026, (ii) the expiration of the 12-month period following the passing of this special resolution at the AGM, and (iii) the revocation or variation of the authority given to the Directors of the Company under this resolution by passing of a special resolution of the Company at any general meeting;”
- To consider and approve:
“THAT:
(a) subject to market conditions and the needs of the Company and in compliance with relevant laws and regulations, a general mandate be and is hereby generally and unconditionally given to the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase its H Shares up to a maximum of 10% of the total number of the H Shares (excluding any Treasury H Shares) in issue of the Company as at the date of this resolution being considered and approved at the AGM; and
(b) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until the earliest of: (i) the date of the conclusion of the 2025 annual general meeting of the Shareholders to be held in 2026; and (ii) the revocation or variation of the authority given to the Directors of the Company under this resolution by passing of a special resolution of the Company at any general meeting;”
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To consider and approve the change of use and cancellation of repurchased H Shares;
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- To consider and approve the estimated cap for provision of guarantee in 2025;
By way of ordinary resolution:
- To consider and approve the re-appointment of auditor for 2025.
By Order of the Board
S.F. Holding Co., Ltd.
GAN Ling
Joint Company Secretary
Shenzhen, the PRC, May 22, 2025
Notes:
- The Register of Members will be closed during the following periods and during these periods, no transfer of H Shares will be registered.
(a) To attend and vote at the AGM
In order to determine the H Shareholders' entitlement to attend the AGM, the Register of Members of the Company will be closed from June 10, 2025 to June 13, 2025 (both days inclusive), during which period no transfer of H Shares will be registered. The record date for determining the eligibility of H Shareholders to attend and vote at the AGM will be June 13, 2025.
In order to be entitled to attend and vote at the AGM, the H Shareholders whose transfers of Shares have not been registered shall lodge all transfer documents together with the relevant share certificates to Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on June 9, 2025.
(b) To qualify for the proposed final dividend for the year ended December 31, 2024
For the purpose of determining the H Shareholders' entitlement to the proposed final dividend for the year ended December 31, 2024, the Register of Members of the Company will be closed from June 23, 2025 to June 24, 2025 (both days inclusive), during which period no transfer of H Shares will be registered. The record date for determining the H Shareholders' entitlement to receive the proposed final dividend for the year ended December 31, 2024 will be June 24, 2025.
In order to qualify for the proposed final dividend, the H Shareholders whose transfers of Shares have not been registered shall lodge all transfer documents together with the relevant share certificates to Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on June 20, 2025.
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Each H Shareholder who has the right to attend and vote at the AGM is entitled to appoint one or more proxies, whether a Shareholder or not, to attend and vote on his/her behalf at the AGM. If more than one proxy is appointed by a Shareholder, such proxies shall only exercise the voting rights represented by them by way of poll.
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The form of proxy must be signed by the Shareholder or his/her attorney duly authorized in writing or, in the case of a legal person, must either be executed under its common seal or under the hand of a legal representative or other attorney duly authorized to sign the same. If the form of proxy is signed by an attorney of the appointer, the power of attorney authorized that attorney to sign, or other document of authorization, must be notarially certified.
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To be valid, for H Shareholders, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or other authority, must be delivered to Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 24 hours before the time for holding the AGM or any adjournment thereof in order for such documents to be valid.
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If a proxy is appointed to attend the AGM on behalf of a Shareholder, he/she should produce his/her identity card and the form of proxy signed by the Shareholder or his/her legal representative or his/her duly authorized attorney, and specify the date of its issuance. If a legal person Shareholder appoints its corporate representative to attend the AGM, such representative should produce his/her identity card and the notarised copy of the resolution passed by the board of directors or other authorities, or other notarised copy of the licence issued by such legal person Shareholder. The form of proxy duly signed and submitted by HKSCC Nominees Limited are deemed to be valid, and it is not necessary for the proxy(ies) appointed by HKSCC Nominees Limited to produce the signed form of proxy when the proxy(ies) attend(s) the AGM. Completion and return of the form of proxy will not preclude a Shareholder from attending in person and voting at the AGM or any adjournment thereof should he/she so wish.
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Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of Shareholders at a general meeting must be taken by way of poll except where the chairman of the 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. As such, the resolutions set out in the notice of the AGM will be voted on by poll.
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Where there are joint registered holders of any share of the Company, only the person whose name stands first on the Register of Members in respect of such share may vote at the AGM, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto.
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The AGM is estimated to last for half a day. Shareholders who attend the AGM in person or by proxy shall bear their own transportation and accommodation expenses.
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Should you have any queries regarding the AGM, please contact Tricor Investor Services Limited at (852) 2980 1333 during business hours from Monday to Friday (excluding public holidays), 9:00 a.m. to 5:00 p.m.
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References to time and dates in this notice are to Hong Kong time and dates.
As at the date of this notice, the Board of the Company comprises Mr. Wang Wei as chairman and executive director; Mr. Ho Chit, Ms. Wang Xin and Mr. Xu Bensong as executive directors; Mr. Chan Charles Sheung Wai, Mr. Lee Carmelo Ka Sze and Dr. Ding Yi as independent non-executive directors.
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