S.F. Holding Co.,Ltd. (002352.SZ) announced that its board of directors has approved a proposal concerning the subscription of newly issued shares in J&T Express and the issuance of new H-shares to J&T Express under a general mandate. The company agreed to subscribe for newly issued B-class shares of J&T Express through its wholly-owned overseas subsidiary, while simultaneously issuing new H-shares to J&T Express or its designated entity based on a general authorization. The company intends to subscribe for 822 million newly issued B-class shares of J&T Express via its overseas subsidiary. Following the completion of the J&T share issuance, the group will hold a total of 972 million B-class shares of J&T Express, representing 10.00% of the enlarged total issued share capital of J&T Express post-issuance. The issuance price for the J&T shares is set at HKD 10.10 per share, resulting in a total consideration of approximately HKD 8.299 billion payable by the group. Concurrently, the company plans to issue 226 million new H-shares to J&T Express or its designated entity on the Hong Kong Stock Exchange under the general mandate. As of the date of this announcement, the J&T group does not hold any shares in the company. Upon completion of the H-share issuance, the J&T group will hold 226 million shares of the company, accounting for approximately 4.29% of the company's enlarged total issued share capital (including treasury shares) post-H-share issuance. The issuance price for the H-shares is HKD 36.74 per share. After the H-share issuance, the net proceeds (after deducting commissions and estimated expenses) are expected to be approximately HKD 8.289 billion. The company plans to use the net proceeds from this H-share issuance to pay the consideration due from the group under the J&T share issuance. The announcement stated that this transaction holds significant strategic importance for the group. For international business, the group will leverage its core resource advantages and mature operational systems in cross-border first-mile and trunk line segments to synergize with J&T group's last-mile delivery network layout and local operational experience in Southeast Asia and emerging markets, thereby expanding the network coverage and product competitiveness of end-to-end cross-border services. Domestically, both parties possess substantial complementary synergies in network resources, customer base, product structure, and differentiation, which will help jointly expand their service boundaries.
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