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S.F. Holding Co., Ltd. Proxy Solicitation & Information Statement 2025
51092_rns_2025-05-22_f39a6635-3489-4db7-a8ad-b41c5ef0264e.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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.
This circular, for which the directors ("Directors") of S.F. Holding Co., Ltd. (the "Company") collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited 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 other matters the omission of which would make any statement in this circular misleading. All opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, other licensed corporation, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or otherwise transferred all your shares in the Company, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, licensed corporation, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
S.F. Holding Co., Ltd.
顺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)
(1) 2024 ANNUAL REPORT
(2) 2024 WORK REPORT OF THE BOARD OF DIRECTORS
(3) 2024 WORK REPORT OF THE BOARD OF SUPERVISORS
(4) 2024 FINAL FINANCIAL REPORT
(5) 2024 FINAL PROFIT DISTRIBUTION PLAN
(6) AUTHORIZATION TO THE BOARD OF DIRECTORS
TO DETERMINE 2025 INTERIM PROFIT DISTRIBUTION PLAN
(7) GENERAL MANDATE TO THE BOARD OF DIRECTORS FOR ISSUING SHARES
(8) GENERAL MANDATE TO THE BOARD OF DIRECTORS FOR REPURCHASE OF SHARES
(9) CHANGE OF USE AND CANCELLATION OF REPURCHASED A SHARES
(10) ESTIMATED CAP FOR PROVISION OF GUARANTEE IN 2025
(11) RE-APPOINTMENT OF AUDITOR FOR 2025 AND NOTICE OF ANNUAL GENERAL MEETING
A notice convening 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, is set out in pages AGM-1 to AGM-4 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions thereon and return it as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the meeting (i.e. not later than 3:00 p.m. on June 12, 2025, Hong Kong time) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.
References to time and dates in this circular are to Hong Kong time and dates.
May 22, 2025
CONTENTS
Page
Definitions 1
Letter from the Board 4
Appendix I - 2024 Work Report of the Board of Directors I-1
Appendix II - 2024 Work Report of the Board of Supervisors II-1
Appendix III - 2024 Final Financial Report III-1
Appendix IV - Explanatory Statement on the Proposed General Mandate Granted to the Board of Directors for Repurchase of H Shares IV-1
Notice of Annual General Meeting AGM-1
- i -
DEFINITIONS
In this circular, the following words and expressions shall, unless the context otherwise requires, have the following respective meanings:
"2024 Annual Report"
the annual report for the year ended December 31, 2024 published by the Company on April 7, 2025
"A Share(s)"
ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Company which are listed on the Shenzhen Stock Exchange and traded in RMB
"AGM Notice"
notice convening the Annual General Meeting as set out on pages AGM-1 to AGM-4 of this circular
"Annual General Meeting" or "AGM"
the annual general meeting of the Company which is scheduled to be held at Block B Meeting Room, TK Chuangzhi Tiandi Building, Keji South 1st Road, Nanshan District, Shenzhen, Guangdong Province, the PRC on Friday, June 13, 2025 at 3:00 p.m., or any adjournment thereof
"Articles of Association"
the articles of association of the Company, as amended from time to time
"Audit Committee"
the audit committee of the Board
"Board"
the board of Directors
"Board of Supervisors"
the board of Supervisors
"China" or "PRC"
the People's Republic of China, except where the content or context requires otherwise
"Company"
S.F. Holding Co., Ltd., a joint stock company incorporated in the PRC with limited liability, the A Shares and H Shares of which are listed on the Shenzhen Stock Exchange (stock code: 002352) and the Hong Kong Stock Exchange (stock code: 06936), respectively
"Director(s)"
the director(s) of the Company
"Group"
the Company and its subsidiaries from time to time
- 1 -
DEFINITIONS
| “H Share(s)” | ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Company which are listed on the Hong Kong Stock Exchange and traded in HKD |
|---|---|
| “HKD” | Hong Kong dollars, the lawful currency of Hong Kong |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “Hong Kong Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Issuance Mandate” | a general and unconditional mandate proposed to be granted to the Directors to allot, issue or deal with additional H Shares of not exceeding 10% of the number of issued Shares of the Company (excluding any treasury shares) as at the date of passing of proposed special resolution contained in paragraph 7 of the AGM Notice as set out on pages AGM-1 of this circular |
| “Latest Practicable Date” | May 19, 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange |
| “Nomination Committee” | the nomination committee of the Board |
| “Remuneration and Appraisal Committee” | the remuneration and appraisal committee of the Board |
| “Repurchase Mandate” | a general mandate proposed to be granted to the Directors to repurchase H Shares on the Hong Kong Stock Exchange of not exceeding 10% of the number of issued H Shares of the Company (excluding any Treasury H Shares) as at the date of passing of the proposed special resolution contained in paragraph 8 of the AGM Notice as set out on page AGM-2 of this circular |
| “Risk Management Committee” | the risk management committee of the Board |
| “RMB” | Renminbi, the lawful currency of the PRC |
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- 3 -
| DEFINITIONS | |
|---|---|
| “Share(s)” | ordinary share(s) in the capital of our Company with a nominal value of RMB1.00 each, including both A Shares and H Shares |
| “Shareholder(s)” | holder(s) of the Shares |
| “Strategy Committee” | the strategy committee of the Board |
| “Supervisor(s)” | the supervisor(s) of the Company |
| “Takeovers Code” | the Codes on Takeovers and Mergers and Share Buy-backs of Hong Kong as amended from time to time |
| “Treasury H Share(s)” | H Share(s) held as treasury shares |
| “treasury share(s)” | has the same meaning as set out in the Listing Rules |
| “%” | per cent |
LETTER FROM THE BOARD
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)
Executive Directors:
Mr. Wang Wei (Chairman)
Mr. Ho Chit
Ms. Wang Xin
Mr. Xu Bensong
Registered Office:
3/F, Complex Building
SF South China Transit Center
No. 1111, Hangzhan 4th Road
Shenzhen Airport, Caowei Community
Hangcheng Sub-district, Bao'an District
Shenzhen, Guangdong Province
the PRC
Independent Non-executive Directors:
Mr. Chan Charles Sheung Wai
Mr. Lee Carmelo Ka Sze
Dr. Ding Yi
Principal Place of Business
In Hong Kong:
9/F, Asia Logistics Hub – SF Centre
36 Hong Wan Road
Tsing Yi
New Territories
Hong Kong
May 22, 2025
To the Shareholders
Dear Sir or Madam,
(1) 2024 ANNUAL REPORT
(2) 2024 WORK REPORT OF THE BOARD OF DIRECTORS
(3) 2024 WORK REPORT OF THE BOARD OF SUPERVISORS
(4) 2024 FINAL FINANCIAL REPORT
(5) 2024 FINAL PROFIT DISTRIBUTION PLAN
(6) AUTHORIZATION TO THE BOARD OF DIRECTORS
TO DETERMINE 2025 INTERIM PROFIT DISTRIBUTION PLAN
(7) GENERAL MANDATE TO THE BOARD OF DIRECTORS
FOR ISSUING SHARES
(8) GENERAL MANDATE TO THE BOARD OF DIRECTORS
FOR REPURCHASE OF SHARES
(9) CHANGE OF USE AND CANCELLATION OF REPURCHASED
A SHARES
(10) ESTIMATED CAP FOR PROVISION OF GUARANTEE IN 2025
(11) RE-APPOINTMENT OF AUDITOR FOR 2025
AND
NOTICE OF ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
The purpose of this circular is to provide you with information reasonably necessary to enable you to make a decision on whether to vote for or against certain ordinary resolutions and special resolutions to be proposed at the AGM to be held on Friday, June 13, 2025 at 3:00 p.m.
(1) 2024 ANNUAL REPORT
An ordinary resolution will be proposed at the AGM to approve the 2024 Annual Report. The 2024 Annual Report has been published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company’s website (www.sf-express.com) on April 7, 2025.
(2) 2024 WORK REPORT OF THE BOARD OF DIRECTORS
An ordinary resolution will be proposed at the AGM to approve the 2024 work report of the Board of Directors. Please refer to Appendix I for the full text of the 2024 work report of the Board of Directors.
(3) 2024 WORK REPORT OF THE BOARD OF SUPERVISORS
An ordinary resolution will be proposed at the AGM to approve the 2024 work report of the Board of Supervisors. Please refer to Appendix II for the full text of the 2024 work report of the Board of Supervisors.
(4) 2024 FINAL FINANCIAL REPORT
An ordinary resolution will be proposed at the AGM to approve the 2024 final financial report. Please refer to Appendix III for the full text of the 2024 final financial report.
(5) 2024 FINAL PROFIT DISTRIBUTION PLAN
In respect of the 2024 final profit distribution plan of the Company, it is proposed by the Board to the Shareholders at the AGM to consider, and if thought fit, approve the distribution of a cash dividend of RMB4.4 per 10 Shares (including tax). No bonus Shares will be issued and no reserves will be converted into share capital.
The final dividend will be denominated and declared in RMB. The holders of A Shares will be paid in RMB and the holders of H Shares will be paid in HKD. The exchange rate for the dividend to be paid in HKD will be average central parity rate of HKD against RMB as announced by the People’s Bank of China during the five business days prior to the date of declaration of the dividend at the AGM (exclusive). Please refer to the further announcement to be made by the Company for the exact amount of final dividend paid to the holders of H Shares.
The final dividend for H Shares will be paid to holders of H Shares whose names appeared on the registers of members of the Company on June 24, 2025 (the “Record Date”) and the registers of members of the Company will be closed from June 23, 2025 to June 24, 2025, both
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LETTER FROM THE BOARD
days inclusive, during which no transfer of H Shares will be effected. In order for the holders of H Shares to be entitled to the final dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's H Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on June 20, 2025 for registration.
For information on the share registration date for holders of A Shares, please refer to relevant announcement to be issued by the Company on Shenzhen Stock Exchange.
The 2024 Final Profit Distribution Plan was considered and approved at the board meeting held on March 28, 2025, and is hereby submitted to the AGM for consideration and approval by way of an ordinary resolution.
(6) AUTHORIZATION TO THE BOARD OF DIRECTORS TO DETERMINE 2025 INTERIM PROFIT DISTRIBUTION PLAN
In compliance with relevant laws and regulations and on the condition that the Company continues to make profits and meets its actual funding needs, the Company plans to make interim profit distribution for 2025.
An ordinary resolution will be proposed at the AGM to authorize the Board to determine and implement the 2025 interim profit distribution plan, subject to the total cash dividend for the 2025 interim profit distribution not exceeding the net profit attributable to the owners of the Company in its consolidated financial statement for the six months ending June 30, 2025.
(7) GENERAL MANDATE TO THE BOARD OF DIRECTORS FOR ISSUING SHARES
A special resolution will be proposed to the AGM to approve the granting of a general mandate (the "Issuance Mandate") to the Board and to authorize the Board to (i) 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), separately or concurrently, 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, and (ii) authorize the Board 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 the Issuance Mandate mentioned above.
As at the Latest Practicable Date, the Company had 4,991,637,109 Shares in issue (including 23,270,358 A Shares held as treasury shares by the Company). Subject to the passing of the proposed special resolution approving the grant of the Issuance Mandate and assuming that no Shares will be issued by the Company prior to the AGM, a maximum of 496,836,675 H Shares, can be allotted, issued and/or dealt with by the Board pursuant to the Issuance Mandate to be granted by the Shareholders.
LETTER FROM THE BOARD
The Issuance Mandate will be valid from the date of approval of this resolution by the AGM to 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 under this Issuance Mandate by passing of a special resolution of the Company at any general meeting.
(8) GENERAL MANDATE TO THE BOARD OF DIRECTORS FOR REPURCHASE OF SHARES
A special resolution will be proposed to the AGM to approve the granting of a general mandate (the “Repurchase Mandate”) to the Board and to authorize the Board to (i) decide to, subject to market conditions and the needs of the Company and in compliance with relevant laws and regulations, repurchase H Shares up to a maximum of 10% of the total number of the H Shares (excluding Treasury H Shares) in issue of the Company as at the date of this resolution being considered and approved at the AGM, and to formulate repurchase plan, and (ii) authorize the Board 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 the Repurchase Mandate mentioned above.
The Repurchase Mandate will be valid from the date of approval of this resolution by the AGM to the earlier 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 under this Repurchase Mandate by passing of a special resolution of the Company at any general meeting.
An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix IV to this circular.
(9) CHANGE OF USE AND CANCELLATION OF REPURCHASED A SHARES
A special resolution will be proposed at the AGM to approve the proposal to change the use of and cancel the Repurchased A Shares.
To demonstrate confidence in the future prospects and intrinsic value of the Company, effectively safeguard the interests of investors, strengthen investors’ confidence and enhance long-term value creation, the Board has approved the proposal to change the use of an aggregate number of 23,270,358 A Shares repurchased under the second A Shares repurchase plan of the Company in 2024 (“Repurchased A Shares”) from “for the purpose of employee stock ownership plans or equity incentives” to “to be cancelled and to reduce the registered capital” and cancel the Repurchased A Shares.
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LETTER FROM THE BOARD
(10) ESTIMATED CAP FOR PROVISION OF GUARANTEE IN 2025
A special resolution will be proposed to the AGM to approve (i) the aggregate estimated cap at RMB50 billion for the provision of guarantee by the Company (including its subsidiaries) for the benefit of its respective subsidiaries or associated companies when they apply for credit facility from banks and as needed for general working capital purpose, and (ii) authorization to the Company’s head of finance to be responsible for the overall supervision, execution of relevant guarantee contracts and sub-authorization documents, and adjusting the estimated caps allocated to each subsidiary or associated company within the aggregate estimated cap pursuant to actual business needs and as permitted by relevant laws and regulations. For the avoidance of doubt, none of the Company’s subsidiaries or associated companies having the benefit of the guarantee in connection with such resolution is a connected person of the Company. The amount of guarantee to be provided by the Company and/or its subsidiaries to the associated companies which are not consolidated into the financial statements of the Company under this resolution accounts for less than 0.01% of such total estimated cap.
If approved by Shareholders, such approval will remain valid from the date of approval of this resolution by the AGM until the date of the conclusion of the 2025 annual general meeting of the Shareholders to be held in 2026.
The Board believes that the approval of the Shareholders to the Company and its subsidiaries to provide such guarantees is consistent with relevant laws and regulations as well as the Articles of Association. It is also in line with the Company’s daily operations and long-term business development. The guarantees will be provided to the Company’s subsidiaries and associated companies, which have stable operations, good credit status and strong repayment ability, and therefore the overall risk relevant to provision of guarantee is controllable.
For further details of the guarantee in connection with this resolution, please refer to the overseas regulatory announcement on estimated cap for provision of guarantee in 2025 of the Company dated March 28, 2025.
(11) RE-APPOINTMENT OF AUDITOR FOR 2025
The Board, on the recommendation of the Audit Committee, resolved to propose the re-appointment of PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers respectively as the domestic and overseas auditor of the Company for the 2025 financial year, subject to the approval by the Shareholders at the AGM by an ordinary resolution.
Subject to the authorization by the Shareholders, the management team of the Company will be authorized to execute the engagement terms for, and to determine the remuneration of, PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers.
LETTER FROM THE BOARD
(12) CLOSURE OF REGISTER OF MEMBERS FOR VOTING AT THE AGM
In order to determine the list of Shareholders who will be entitled to attend and vote at the AGM, the registers of members of the Company will be closed from June 10, 2025 to June 13, 2025, both days inclusive, during which no transfer of H Shares will be registered. Holders of H Shares whose names appear on the registers of members of the Company on June 13, 2025 shall be entitled to attend and vote at the AGM. In order for the holders of H Shares to qualify to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's H Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on June 9, 2025 for registration.
(13) THE AGM
The AGM Notice is set out on pages AGM-1 to AGM-4 of this circular. Shareholders are advised to read the AGM Notice and to complete and return the form of proxy (which is enclosed in this circular) in accordance with the instructions thereon. The appointment of a proxy will not prevent a Shareholder from subsequently attending and voting in person at the AGM if he so wishes. If a Shareholder who has lodged a form of proxy attends the meeting, his form of proxy will be deemed to have been revoked.
Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions will be put to vote by way of poll at the AGM. An announcement on the poll vote results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
(14) RECOMMENDATIONS
The Directors believe that all the resolutions proposed for consideration and approval by Shareholders at the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of all the resolutions to be proposed at the AGM as set out in the AGM Notice.
Yours faithfully,
For and on behalf of
S.F. Holding Co., Ltd.
Wang Wei
Chairman
APPENDIX I
2024 WORK REPORT OF THE BOARD OF DIRECTORS
2024 WORK REPORT OF THE BOARD OF DIRECTORS
In 2024, the Board of S.F. Holding Co., Ltd. (hereinafter referred to as the "Company" or "S.F. Holding"), adhering to a responsible attitude to all Shareholders, earnestly fulfilled its duties, proactively and effectively performed its functions and powers, conscientiously implemented all the resolutions of general meetings, and diligently carried out the work of the Board in strict accordance with the Company Law, the Securities Law, the Code of Corporate Governance for Listed Companies, the Rules Governing the Listing of Stocks on Shenzhen Stock Exchange, the Self-Regulatory Guidelines No. 1 for Companies Listed on the Shenzhen Stock Exchange – Standardized Operation for Companies Listed on the Main Board, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and other national laws and regulations, as well as the Articles of Association and the Rules of Procedure for the Board of Directors and other regulations, thus promoting the improvement of corporate governance level and the development of various businesses of the Company. The 2024 work report of the Board of Directors is as follows:
I. BUSINESS OPERATIONS OF THE COMPANY IN 2024
In 2024, China's economy made steady progress in a complex and ever-changing global environment, demonstrating resilience. The Chinese express logistics industry, supported by government policies, technological innovations and market demands, continued to grow rapidly at a stable pace, with volume and revenue reaching new historical highs.
In 2024, the Company embraced the theme "United for Shared Goals, Pioneer with Steadfast Drive" by fully invigorating operational dynamism and keenly capturing new opportunities in both domestic and international markets and achieved healthy growth in overall businesses. In 2024, the Group achieved revenue of RMB284.4 billion, representing a year-on-year increase of 10.1%, among which, the express logistics business achieved revenue of RMB205.8 billion, representing a year-on-year increase of 7.7%; the supply chain and international business achieved revenue of RMB70.5 billion, representing a year-on-year increase of 17.5%, effectively securing the Company's second growing curve. Alongside business expansion, continuous improvements in backbone logistics network efficiency and operational model reforms have driven cost reductions and efficiency enhancements, leading to sustained profitability growth. The net profit attributable to shareholders of the listed company in 2024 was RMB10.2 billion, representing a year-on-year increase of 23.5%, and the net profit margin was 3.6%, representing a year-on-year increase of 40 basis points, delivering solid results and demonstrating notable developmental resilience.
II. OPERATION OF THE BOARD IN 2024
(i) Convening of Board meetings
In 2024, the Company held a total of 8 Board meetings, at which major issues such as Share repurchases, special dividends, equity incentives, external guarantees and the issuance and listing of the Company's H Shares were considered, giving full play to the decision-making guidance role of the Board. The Board strictly followed the relevant procedures of Board
APPENDIX I
2024 WORK REPORT OF THE BOARD OF DIRECTORS
meetings, and made timely disclosure of information in accordance with the requirements of the Company Law, the Articles of Association and all relevant regulations of the Shenzhen Stock Exchange and The Stock Exchange of Hong Kong Limited.
-
On January 30, 2024, the Company held the 11th meeting of the sixth session of the Board, at which the Resolution on the Share Repurchase Plan through Centralized Bidding by the Company was considered and approved;
-
On March 26, 2024, the Company held the 12th meeting of the sixth session of the Board, at which the 2023 Annual Report of the Company and its Summary, the 2023 Work Report of the Board of Directors of the Company, the 2023 Work Report of the General Manager of the Company, the 2023 Final Financial Report of the Company, the Proposal on Profit Distribution of the Company for 2023, the Shareholder Return Plan for the Following Five Years (2024-2028), the Resolution on the Change of Use and Cancellation of Repurchased Shares, the Resolution on Re-appointment of PricewaterhouseCoopers Zhong Tian LLP as the Auditor of the Company for 2024, the Resolution on Estimated Cap for Provision of Guarantees in 2024, the Resolution on the Issuance of Domestic and Overseas Debt Financing Products by Wholly-Owned Subsidiaries, the Resolution on Conducting Foreign Exchange Hedging Transactions with Self-Owned Funds in 2024, the 2023 Sustainability Report of the Company and other resolutions were considered and approved;
-
On April 29, 2024, the Company held the 13th meeting of the sixth session of the Board, at which the 2024 First Quarter Report of the Company and the Resolution on the Second Share Repurchase Plan in 2024 were considered and approved;
-
On August 28, 2024, the Company held the 14th meeting of the sixth session of the Board, at which the 2024 Interim Report of the Company and its Summary and the Resolution on Increasing the Cap for Foreign Exchange Hedging Transactions in 2024 were considered and approved;
-
On October 10, 2024, the Company held the 15th meeting of the sixth session of the Board, at which the Resolution on Special Shareholder Return Dividend Plan, the Resolution on the 2024 Interim Dividend Plan, the Resolution on the Change of Registered Address and Registered Capital and Amendments to the "Articles of Association" and the "Articles of Association (Applicable upon Listing of H Shares)", the Resolution on Revision and Formulation of Part of the Company's Governance Systems, the Resolution on Addition of Candidates for Non-Independent Directors, the Resolution on Adjustment of the Company Secretary, the Resolution on the Fulfillment of Exercise Conditions for the Second Exercise Period of the First Grant of Share Options and the First Exercise Period of the Reserved Grant of Share Options under the 2022 Stock Option Incentive Plan and other resolutions were considered and approved;
APPENDIX I
2024 WORK REPORT OF THE BOARD OF DIRECTORS
-
On October 29, 2024, the Company held the 16th meeting of the sixth session of the Board, at which the 2024 Third Quarter Report of the Company and the Resolution on Cancellation of Part of Share Options under the 2022 Stock Option Incentive Plan were considered and approved;
-
On November 14, 2024, the Company held the 17th meeting of the sixth session of the Board, at which the Resolution on Confirming to Conduct the Company's H-share Global Offering (including the Hong Kong Public Offering and the International Offering) and Listing on the Hong Kong Stock Exchange, the Resolution on Cancellation of Part of Share Options under the 2022 Stock Option Incentive Plan, the Resolution on Adjustment of the Exercise Price under the 2022 Stock Option Incentive Plan of the Company and the Resolution on the Fulfillment of Exercise Conditions for the Second Exercise Period of the Reserved Grant of Share Options under the 2022 Stock Option Incentive Plan were considered and approved;
-
On December 10, 2024, the Company held the 18th meeting of the sixth session of the Board, at which the Resolution on Repurchase of Perpetual Convertible Bonds by the Controlled Subsidiary Kerry Logistics was considered and approved.
(ii) Convening of general meetings
In 2024, the Board of the Company strictly followed the relevant laws, regulations, the Articles of Association, the Rules of Procedure for the General Meeting and other regulations to convene and hold two general meetings, with the Directors, Supervisors and senior management of the Company attending the general meetings. Details are set out below:
-
On April 30, 2024, the Company held 2023 Annual General Meeting, at which the 2023 Annual Report of the Company and its Summary, the 2023 Work Report of the Board of Directors of the Company, the 2023 Work Report of the Board of Supervisors of the Company, the 2023 Final Financial Report of the Company, the Proposal on Profit Distribution of the Company for 2023, the Shareholder Return Plan for the Following Five Years (2024-2028), the Resolution on the Change of Use and Cancellation of Repurchased Shares, the Resolution on Re-appointment of PricewaterhouseCoopers Zhong Tian LLP as the Auditor of the Company for 2024, the Resolution on Estimated Cap for Provision of Guarantees in 2024, the Resolution on the Issuance of Domestic and Overseas Debt Financing Products by Wholly-Owned Subsidiaries and other resolutions were considered and approved;
-
On October 29, 2024, the Company held the First Extraordinary General Meeting of 2024, at which the Resolution on Special Shareholder Return Dividend Plan, the Resolution on the 2024 Interim Dividend Plan, the Articles of Association, the Articles of Association (Applicable upon Listing of H Shares), the Resolution on Revision and Formulation of Part of the Company's Governance Systems and the Resolution on Addition of Candidates for Non-Independent Directors were considered and approved.
APPENDIX I
2024 WORK REPORT OF THE BOARD OF DIRECTORS
(iii) Duty performance by special committees under the Board
In 2024, special committees under the Board of the Company performed their respective duties in a serious and responsible manner, which has played a positive role in promoting the continuous enhancement of the corporate governance structure, improvement of the Company’s operation and management level and promotion of the sustainable and healthy development of the Company.
-
The Audit Committee gave full play to its role of audit supervision, auditing the Company’s financial information and its disclosure, supervising and evaluating internal and external audit work and internal control system, standardizing the Company’s operating behavior, improving operation management and avoiding operational risks;
-
The Remuneration and Appraisal Committee recommended the remuneration of Directors and senior management to the Board, which ensured that the remuneration system served the Company’s business strategy and continuously adjusted it to support the Company’s long-term development;
-
The Nomination Committee reviewed the diversity policy for the members of the Board, examined the structure and composition of the Board, assessed the independence of independent non-executive Directors, and provided professional recommendations;
-
The Risk Management Committee guided the Company’s overall risk management work, evaluated the integrity of the risk management system (including ESG risks) and issued opinions, and assisted the Board in performing its risk management functions;
-
The Strategy Committee reviewed the overall development strategy and sustainable development strategy of the Company, supervised and guided the implementation of ESG work, and made recommendations to the Board.
(iv) Information disclosure
In 2024, the Board of the Company carried out the information disclosure work for the year in accordance with the regulations and requirements of the Shenzhen Stock Exchange and The Stock Exchange of Hong Kong Limited on information disclosure, as well as the relevant provisions of the Company’s Management System for Information Disclosure, and further strengthened the collection, feedback, collation and review of material information to ensure the truthfulness, accuracy, completeness and timeliness of the information disclosed.
APPENDIX I
2024 WORK REPORT OF THE BOARD OF DIRECTORS
(v) Management of investor relations
The Company attached great importance to the management of investors. In strict accordance with the requirements of laws and regulations such as the Guidelines for the Management of Investor Relations Work of Listed Companies and the Investor Relations Management System of the Company and the requirements of the Company’s policies, the Company fairly treated all types of investors and effectively implemented relevant work in relation to the management of investor relations. The Company earnestly listened to the opinions and suggestions of its investors, achieving two-way communication and positive interaction between the Company and its investors.
(vi) ESG management
The Company placed a high priority on the ESG management and continued to improve its ESG governance level. Through the establishment of a scientific and professional ESG management system and a clear and transparent four-layer sustainability management framework, a solid foundation has been laid for the formulation of sustainability goals and strategies, regular assessment and management of related risks, thus contributing to the sustainable and healthy development of the Company.
The Company’s ESG management and practices have achieved constant external recognition, ranking among the top in the industry in both domestic and international mainstream rating systems. In 2024, the Company’s MSCI ESG rating was BBB, and it was rated as “low risk” by the Sustainalytics ESG rating. The Company has received rating “B” from CDP (Carbon Disclosure Project) for three consecutive years (2022-2024), indicating that it has reached the management level in environmental sustainability governance and is at the international advanced level in building sustainable green logistics supply chain services. With its outstanding efforts in environmental protection, employee well-being and philanthropy, the Company has been honorably selected into the list of ESG influence in China issued by Fortune for three consecutive years (2022-2024), making it the only selected express delivery logistics company in China.
III. FUTURE STRATEGIC VISION OF THE COMPANY
The Company will uphold sustainable and healthy development and will be committed to fulfilling social responsibilities as well as integrating corporate value with social value. In the future, the Company will continue to focus on three strategic directions:
- The Company is accelerating its penetration into the supply chains of customers across major industries, and expanding its market share to drive scaled growth. The Company will continue to expand its presence in various industry verticals, identify new supply chain scenarios, and convert emerging business opportunities. By deepening its penetration from top-tier to all-level industry customers, the Company aims to expand its logistics market share across different industries, driving sustained business growth at scale.
APPENDIX I
2024 WORK REPORT OF THE BOARD OF DIRECTORS
-
Further developing globalization, enhancing the connection between Asia and the world, and offering one-stop solutions. In key Asian markets, the Company will build comprehensive service capabilities, covering international express delivery, freight forwarding, supply chain management and last-mile logistics, to achieve its strategic goal of being "The One In Asia". Concurrently, it will enhance the density of its logistics network within Asia and between Asia and the rest of the world, leveraging the Ezhou cargo hub and domestic and international infrastructure to increase resource allocation flexibility and improve global and cross-border service capabilities. To strengthen its international competitiveness, the Company will pursue a diversified strategy that includes mergers and acquisitions, investments and strategic partnerships to fill key resource gaps flexibly, based on its strategic development needs.
-
Building a digitalized supply chain ecosystem through technological leadership. With its cutting-edge technological capabilities and continuous innovation, the Company is committed to establishing a digital supply chain ecosystems. The Company's efforts will focus on end-to-end digital transformation across logistics networks, improving automation levels and operational efficiency. Leveraging SF Smart Brain, the Company will promote digital transformation among the whole chain of collection, transit and delivery, and comprehensively enhance the intelligence of the Company's logistics network. Furthermore, the Company is intensifying its investment in emerging technologies such as IoT, blockchain, cloud computing, AI-driven models and automation technologies to deliver comprehensive solutions for complex logistics scenarios. By continuously enhancing its technological edge, the Company will not only strengthen its competitive positioning but also advance the digital transformation of the supply chain system in the entire logistics industry.
Looking ahead, the Company will continue to focus on the logistics industry, starting from the original aspiration of serving the real economy, empower the operation upgrade across industries and support the development of new productive boosters by providing digital logistics solutions, to achieve increased revenue and cost control with an improved supply chain efficiency.
S.F. Holding Co., Ltd.
Board of Directors
March 28, 2025
APPENDIX II
2024 WORK REPORT OF THE BOARD OF SUPERVISORS
2024 WORK REPORT OF THE BOARD OF SUPERVISORS
I. WORK OF THE BOARD OF SUPERVISORS DURING THE REPORTING PERIOD
During the Reporting Period, the Board of Supervisors of S.F. Holding Co., Ltd. (hereinafter referred to as the "Company") conscientiously performed its duties in accordance with the relevant provisions, such as the Company Law, Articles of Association and Rules of Procedure for the Board of Supervisors. During the Reporting Period, the Board of Supervisors held six meetings in total. Members of the Board of Supervisors attended the important Board meetings and general meetings during the Reporting Period, and effectively supervised the Company's operation activities, financial position, significant decisions, related transactions, the procedures for convening general meetings and the performance of duties by Directors and senior management, which has effectively protected the rights and interests of the Company's Shareholders, the interests of the Company and the legitimate rights and interests of its employees, and promoted the standardized operation of the Company. Details of meetings for the Board of Supervisors convened during the Reporting Period are as follows:
-
On March 26, 2024, the Company held the 8th meeting of the sixth session of the Board of Supervisors, at which the 2023 Annual Report of the Company and its Summary, the 2023 Work Report of the Board of Supervisors of the Company, the 2023 Final Financial Report of the Company, the Proposal on Profit Distribution of the Company for 2023, the Shareholder Return Plan for the Following Five Years (2024-2028), the Resolution on the Re-appointment of PricewaterhouseCoopers Zhong Tian LLP as the Auditor of the Company for 2024, the Resolution on the Estimated Cap for Provision of Guarantees in 2024, the Resolution on Providing Guarantees for the Issuance of Debt Financing Products by Wholly-Owned Overseas Subsidiaries, the Special Report on the Deposit and Actual Utilization of Proceeds of the Company in 2023, the Resolution on Purchasing Wealth Management Products with Self-Owned Funds in 2024, the Resolution on Conducting Foreign Exchange Hedging Transactions with Self-Owned Funds in 2024, the Internal Control Self-Assessment Report of the Company for 2023 and the Resolution on Increasing the Estimated Amount of Daily Related Transactions for 2024-2026 were considered and approved.
-
On April 29, 2024, the Company held the 9th meeting of the sixth session of the Board of Supervisors, at which the 2024 First Quarter Report of the Company was considered and approved.
-
On August 28, 2024, the Company held the 10th meeting of the sixth session of the Board of Supervisors, at which the 2024 Interim Report of the Company and its Summary and the Resolution on Increasing the Cap for Foreign Exchange Hedging Transactions in 2024 were considered and approved.
APPENDIX II
2024 WORK REPORT OF THE BOARD OF SUPERVISORS
-
On October 10, 2024, the Company held the 11th meeting of the sixth session of the Board of Supervisors, at which the Resolution on Special Shareholder Return Dividend Plan, the Resolution on the 2024 Interim Dividend Plan, the Resolution on Cancellation of Part of Share Options under the 2022 Stock Option Incentive Plan, the Resolution on Adjustment of the Exercise Price under the 2022 Stock Option Incentive Plan of the Company, the Resolution on the Fulfillment of Exercise Conditions for the Second Exercise Period of the First Grant of Share Options and the First Exercise Period of the Reserved Grant of Share Options under the 2022 Stock Option Incentive Plan were considered and approved.
-
On October 29, 2024, the Company held the 12th meeting of the sixth session of the Board of Supervisors, at which the 2024 Third Quarter Report of the Company and the Resolution on Cancellation of Part of Share Options under the 2022 Stock Option Incentive Plan were considered and approved.
-
On November 14, 2024, the Company held the 13th meeting of the sixth session of the Board of Supervisors, at which the Resolution on Cancellation of Part of Share Options under the 2022 Stock Option Incentive Plan, the Resolution on Adjustment of the Exercise Price under the 2022 Stock Option Incentive Plan of the Company and the Resolution on the Fulfillment of Exercise Conditions for the Second Exercise Period of the Reserved Grant of Share Options under the 2022 Stock Option Incentive Plan were considered and approved.
II. VERIFICATION OPINION OF THE BOARD OF SUPERVISORS ON THE COMPANY'S RELEVANT MATTERS IN 2024
The Board of Supervisors of the Company conscientiously performs its duties in accordance with the relevant provisions of the Company Law, the Securities Law, the Rules Governing the Listing of Stocks on Shenzhen Stock Exchange, the Self-Regulatory Guidelines No. 1 for Companies Listed on the Shenzhen Stock Exchange – Standardized Operation for Companies Listed on the Main Board and the Articles of Association, and conducts comprehensive supervision over the Company's legal operation, financial conditions, external guarantees, related transactions, internal control and other aspects. After careful deliberation, it was agreed that:
1. Operation of the Company in accordance with laws
The Board of Supervisors attended or participated in important Board meetings and general meetings during the Reporting Period in accordance with the relevant provisions of the Company Law, the Securities Law, the Rules Governing the Listing of Stocks on Shenzhen Stock Exchange, the Self-Regulatory Guidelines No. 1 for Companies Listed on the Shenzhen Stock Exchange – Standardized Operation for Companies Listed on the Main Board and the Articles of Association, and were of the opinion that the procedures for holding and convening general meetings and Board meetings of the Company are in compliance with relevant provisions, the Company has basically established a complete internal control system, and the Directors and senior management did not violate the relevant provisions of laws, regulations and the Articles of Association when performing their duties, and did not harm the interests of the Company and its minority Shareholders.
APPENDIX II
2024 WORK REPORT OF THE BOARD OF SUPERVISORS
2. Financial position of the Company
During the Reporting Period, the Board of Supervisors carefully inspected the financial position of the Company, and considered that the Company had a sound financial system, complete financial internal control mechanism and good financial position, and that the financial report of the Company could truly reflect the financial position and operating performance of the Company, and that the standard unqualified audit report issued by PricewaterhouseCoopers Zhong Tian LLP truly and accurately reflected the financial position of the Company.
3. External guarantees of the Company
In 2024, the Company did not provide any illegal external guarantees, and the necessary decision-making procedures had been completed for all external guarantees. The decision-making procedures were legal and compliant, and there is no prejudice to the interests of the Company and its Shareholders.
4. Related transactions of the Company
The related transactions of the Company in 2024 were necessary, and the pricing was fair and reasonable. The necessary decision-making procedures have been completed for related transactions, and the decision-making procedures are legal and compliant. The price is fair and equitable, and there is no prejudice to the interests of the Company and its Shareholders.
5. Establishment and implementation of the Insider Information Management System of the Company
The Company has formulated the Registration System for Persons Informed of Insider Information in accordance with the requirements of relevant laws and regulations. During the Reporting Period, the system was strictly implemented, there was no case where any person informed of inside information used the inside information to trade in the Company's shares prior to the disclosure of material sensitive information affecting the Company's share price, or was investigated and punished and required to make rectification by regulatory authorities.
APPENDIX II
2024 WORK REPORT OF THE BOARD OF SUPERVISORS
6. Opinion of the Board of Supervisors on the Internal Control Self-Assessment Report of the Board of Directors
Upon verification, the Board of Supervisors was of the opinion that the Company had established a relatively complete corporate governance structure and internal control system according to its actual situation and the requirements of laws and regulations, which could be effectively implemented. During the Reporting Period, the Company’s internal control system was standardized, legal and effective, and there was no violation of the Company’s internal control system. The Internal Control Self-Assessment Report of the Company for 2024 comprehensively, objectively and truly reflected the actual situation of the establishment, improvement and operation of the Company’s internal control system.
S.F. Holding Co., Ltd.
Board of Supervisors
March 28, 2025
- II-4 -
APPENDIX III
2024 FINAL FINANCIAL REPORT
2024 FINAL FINANCIAL REPORT
I. KEY FINANCIAL DATA AND INDICATORS FOR THE YEAR OF 2024
The 2024 financial statements of S.F. Holding Co., Ltd. (hereinafter referred to as the "Company") was audited by PricewaterhouseCoopers Zhong Tian LLP which issued the standard unqualified audit report. The relevant final financial statements of the Company are reported as follows:
Unit: RMB100 million
| Item | 2024 | 2023 | Percentage of change |
|---|---|---|---|
| Revenue | 2,844.20 | 2,584.09 | 10.07% |
| Net profit attributable to shareholders of the listed company | 101.7 | 82.34 | 23.51% |
| Net profit attributable to shareholders of the listed company, net of non-recurring profit or loss | 91.46 | 71.34 | 28.20% |
| Net cash flow generated from operating activities | 321.86 | 265.70 | 21.14% |
| Basic earnings per share (RMB/share) | 2.11 | 1.70 | 24.12% |
| Diluted earnings per share (RMB/share) | 2.11 | 1.70 | 24.12% |
| Weighted average return on net assets | 11.16% | 9.19% | Up by 1.97 percentage points |
| Item | December 31, 2024 | December 31, 2023 | Percentage of change |
| Total assets | 2,138.24 | 2,214.91 | -3.46% |
| Net assets attributable to shareholders of the listed company | 919.93 | 927.90 | -0.86% |
- III-1 -
APPENDIX III
2024 FINAL FINANCIAL REPORT
II. EXPLANATION OF THE KEY FINANCIAL DATA OF THE 2024 FINAL ACCOUNTS
1. Revenue and cost of revenue
The revenue and cost of revenue in 2024 are as follows:
Unit: RMB100 million
| Item | 2024 | 2023 | Percentage of change |
|---|---|---|---|
| Revenue | 2,844.20 | 2,584.09 | 10.07% |
| Cost of revenue | 2,448.10 | 2,252.74 | 8.67% |
The Company's principal business is logistics and freight forwarding services.
In 2024, the Company's revenue amounted to RMB284.420 billion, representing a year-on-year increase of 10.07% as compared with the previous year, which was mainly attributable to the following: the revenue from the express logistics business amounted to RMB205.78 billion, representing a year-on-year increase of 7.7%. This business benefited from the fact that the Company continued to strengthen the competitiveness of its time-sensitive services, expand the customer base of emerging industries and new business scenarios, and penetrate the broader production and consumer logistics market with more cost-efficient services to meet the diversified business needs of customers, thereby facilitating the expansion of business scale and achieving revenue growth. The revenue from supply chain and international business amounted to RMB70.49 billion, representing a year-on-year increase of 17.5%. This business benefited from stable international air and ocean freight demand, rising freight rates and the Company's strategic focus on capturing growth opportunities in China's production capacity expansion, brand globalization and cross-border e-commerce. By deepening its business integration and expanding in both supply chain and international markets, the Company achieved strong growth.
The cost of revenue of the Company mainly includes labor cost and transportation cost. The cost of revenue of the Company in 2024 amounted to RMB244.810 billion, representing a year-on-year increase of 8.67% as compared with the previous year, which was lower than the year-on-year change in revenue, mainly because alongside business expansion, continuous improvements in backbone logistics network efficiency and operational model reforms have driven cost reductions and efficiency enhancements.
APPENDIX III
2024 FINAL FINANCIAL REPORT
2. Period expenses
In 2024, the Company’s period expenses are as follows:
Unit: RMB100 million
| Item | 2024 | 2023 | Percentage of change |
|---|---|---|---|
| Selling expenses | 30.96 | 29.92 | 3.50% |
| General and administrative expenses | 185.57 | 176.33 | 5.24% |
| Finance costs | 18.49 | 18.66 | -0.93% |
| Research and development expenses | 25.34 | 22.85 | 10.86% |
| Total period expenses | 260.36 | 247.76 | 5.08% |
Period expenses mainly include employee benefit expenses, depreciation and amortization expenses, office and rental expenses, etc. In 2024, total period expenses amounted to RMB26.036 billion, representing a year-on-year increase of 5.08% as compared with the previous year, which was lower than the change in revenue during the Reporting Period. This was mainly due to the Company’s adherence to lean operations, technology empowerment to digitalized and intelligent management, streamlined organizational structure and improved management efficiency.
3. Net profit attributable to shareholders of the listed company
In 2024, the net profit of the Company attributable to shareholders of the listed company is as follows:
Unit: RMB100 million
| Item | 2024 | 2023 | Percentage of change |
|---|---|---|---|
| Net profit attributable to shareholders of the listed company | 101.70 | 82.34 | 23.51% |
| Net profit attributable to shareholders of the listed company, net of non-recurring profit or loss | 91.46 | 71.34 | 28.20% |
- III-3 -
APPENDIX III
2024 FINAL FINANCIAL REPORT
In 2024, the net profit attributable to shareholders of the listed company was RMB10.170 billion, representing a year-on-year increase of 23.51% as compared with the previous year. It was mainly due to the following: the Company adhered to the operation keynote of sustainable and healthy development and achieved high-quality business growth. Alongside business expansion, the Company continued to promote the structural cost reduction of the network, pursue lean management to constantly lower various expense ratios, thereby enhancing the Company's efficiency.
After deducting the impact of non-recurring profit or losses, the net profit attributable to shareholders of the listed company increased by 28.20% year-on-year as compared with the previous year.
4. Cash flow
Unit: RMB100 million
| Item | 2024 | 2023 | Percentage of change |
|---|---|---|---|
| Sub-total of cash inflows of operating activities | 3,937.25 | 3,651.45 | 7.83% |
| Sub-total of cash outflows of operating activities | 3,615.39 | 3,385.75 | 6.78% |
| Net cash flows generated from operating activities | 321.86 | 265.70 | 21.14% |
| Sub-total of cash inflows of investing activities | 885.18 | 955.97 | -7.41% |
| Sub-total of cash outflows of investing activities | 1,005.73 | 1,091.03 | -7.82% |
| Net cash flows used in investing activities | -120.55 | -135.06 | 10.74% |
| Sub-total of cash inflows of financing activities | 415.11 | 346.06 | 19.95% |
| Sub-total of cash outflows of financing activities | 694.90 | 476.01 | 45.99% |
| Net cash flows used in financing activities | -279.79 | -129.95 | -115.31% |
| Effect of foreign exchange rate changes on cash and cash equivalents | 0.45 | 0.99 | -54.24% |
| Net increase in cash and cash equivalents | -78.02 | 1.68 | -4,734.27% |
APPENDIX III
2024 FINAL FINANCIAL REPORT
(a) Net cash inflow generated from operating activities increased by RMB5.616 billion year-on-year as compared with the previous year, mainly due to the combined effect of the Group’s profit growth and optimized operating cash flow management.
(b) Net cash outflows used in investing activities decreased by RMB1.451 billion year-on-year as compared with the previous year, mainly attributable to the combined effect of the decrease in the Group’s net cash outflow from purchasing property, plant and equipment, the decrease in net cash outflow from acquiring subsidiaries and other investments and the increase in net cash outflow from purchasing structured deposits.
(c) Net cash outflows used in financing activities increased by RMB14.984 billion year-on-year as compared with the previous year, mainly attributable to the combined effect of the increase in the Group’s net cash outflow from borrowings, the increase in net cash outflow from dividend distribution and cash inflow from the proceeds from the issuance of H shares.
S.F. Holding Co., Ltd.
Board of Directors
March 28, 2025
- III-5 -
APPENDIX IV
EXPLANATORY STATEMENT ON THE PROPOSED GENERAL MANDATE GRANTED TO THE BOARD OF DIRECTORS FOR REPURCHASE OF H SHARES
In accordance with the Listing Rules, this appendix serves as the explanatory statement to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the special resolution to be proposed at the AGM for the granting of the Repurchase Mandate.
- TOTAL NUMBER OF H SHARES
As at the Latest Practicable Date, the Company had 170,000,000 H Shares in issue.
The full exercise of the Repurchase Mandate (on the basis of 170,000,000 H Shares in issue as at the Latest Practicable Date, and assuming no H Shares will be allotted and issued or repurchased by the Company on or prior to the date of the AGM) would result in the maximum of 17,000,000 H Shares being repurchased by the Company during the proposed repurchase period, being the maximum of 10% of the total H Shares in issue (excluding any Treasury H Shares) as at the date of passing the relevant special resolution.
- REASONS FOR THE PROPOSED REPURCHASE
The repurchase of H Shares may, depending on market conditions and funding arrangement at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share. Such repurchases will only be made when the Board believes that such repurchases will benefit the Company and its Shareholders as a whole.
- FUNDING OF THE PROPOSED REPURCHASE
In repurchasing its H Shares, the Company intends to apply funds from the Company's internal resources legally available for such purpose in accordance with the Articles of Association and the applicable laws, rules and regulations of the PRC.
- IV-1 -
APPENDIX IV
EXPLANATORY STATEMENT ON THE PROPOSED GENERAL MANDATE GRANTED TO THE BOARD OF DIRECTORS FOR REPURCHASE OF H SHARES
4. MARKET PRICES OF H SHARES
The monthly highest and lowest prices per Share at which the H Shares of the Company have traded on the Hong Kong Stock Exchange and the monthly highest and lowest price per Share at which the A Shares of the Company have traded on the Shenzhen Stock Exchange during the 12 months immediately preceding the Latest Practicable Date were as follows:
| Month | H Shares highest (HKD) | H Shares lowest (HKD) | A Shares highest (RMB) | A Shares lowest (RMB) |
|---|---|---|---|---|
| May 2024 | N/A | N/A | 39.23 | 36.35 |
| June 2024 | N/A | N/A | 38.20 | 35.09 |
| July 2024 | N/A | N/A | 36.63 | 33.46 |
| August 2024 | N/A | N/A | 36.94 | 32.96 |
| September 2024 | N/A | N/A | 45.56 | 35.80 |
| October 2024 | N/A | N/A | 49.38 | 41.00 |
| November 2024 | 35.50 | 32.10 | 46.30 | 40.51 |
| December 2024 | 35.50 | 32.20 | 42.68 | 39.51 |
| January 2025 | 34.80 | 33.05 | 40.88 | 38.43 |
| February 2025 | 40.15 | 32.55 | 42.99 | 38.95 |
| March 2025 | 41.20 | 35.15 | 44.45 | 41.60 |
| April 2025 | 39.35 | 32.80 | 44.26 | 39.28 |
| May 2025 (up to the Latest Practicable Date) | 40.65 | 37.80 | 44.25 | 42.78 |
5. TAKEOVERS CODE
If as a result of a repurchase of H 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 for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could 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.
The Directors are not aware of any consequences of such repurchases of H Shares which would result in any Shareholder, or a group of Shareholders acting in concert, becoming obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
APPENDIX IV
EXPLANATORY STATEMENT ON THE PROPOSED GENERAL MANDATE GRANTED TO THE BOARD OF DIRECTORS FOR REPURCHASE OF H SHARES
6. REPURCHASE OF SHARES MADE BY THE COMPANY
Details of the repurchase made by the Company during the previous six months preceding the Latest Practicable Date were as follow:
| Date of Repurchase | Number of Shares Repurchased (A Shares) | Highest Price (RMB) | Lowest Price (RMB) |
|---|---|---|---|
| April 7, 2025 | 2,499,000 | 41.20 | 39.33 |
Save as disclosed above, the Company had not purchased any shares of its own (whether on the Shenzhen Stock Exchange, the Hong Kong Stock Exchange or by other means) during the six months immediately preceding the Latest Practicable Date.
7. GENERAL INFORMATION
The Directors consider that there would not be a material adverse impact on the working capital or on the gearing position of the Company (as compared with those disclosed in the audited consolidated accounts as set out in the annual report of the Company for the year ended December 31, 2024) in the event that the Repurchase Mandate is exercised in full at any time during the proposed repurchase period as permitted by laws and regulations. In addition, the Board will not 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 position of the Company in the opinion of the Board.
The Board and relevant authorized persons will determine the number of H Shares to be repurchased, as well as the price and other terms for the repurchase of H Shares in accordance with relevant laws and regulations and the volatility and changes in the capital market and the stock price of the H Shares, in the best interests of the Company and the Shareholders as a whole.
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) has 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.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company.
APPENDIX IV
EXPLANATORY STATEMENT ON THE PROPOSED GENERAL MANDATE GRANTED TO THE BOARD OF DIRECTORS FOR REPURCHASE OF H SHARES
The Board will exercise the power of the Company to make repurchase of H Shares prudently pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC.
In addition, the Board will not repurchase any H Shares if such repurchase would result in non-compliance with the minimum public float requirement imposed on the Company pursuant to a waiver granted by the Stock Exchange from strict compliance with the requirements of Rules 8.08(1)(b) and 19A.13A.
Neither the explanatory statement nor the proposed repurchase of H Shares has any unusual features.
Subject to the applicable requirements under the Listing Rules, the Company intends to cancel the repurchased H Shares following settlement of any such repurchase and/or hold them as Treasury H Shares, subject to, for example, market conditions and its capital management needs at the relevant time of the repurchases.
- IV-4 -
NOTICE OF ANNUAL GENERAL MEETING
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
- AGM-1 -
NOTICE OF ANNUAL GENERAL MEETING
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;”
- To consider and approve the change of use and cancellation of repurchased H Shares;
NOTICE OF ANNUAL GENERAL MEETING
- 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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AGM-3 -
NOTICE OF ANNUAL GENERAL MEETING
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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.
- AGM-4 -