SF Holding Board Approves Q3 Report, HKD 2.61 Billion Buy-out of SF REIT Subsidiary, and Multiple Capital Measures

Bulletin Express10-29

SF Holding announced that its Board of Directors convened on 29 October 2026 and passed eight resolutions centering on financial reporting, a major related-party acquisition, capital structure adjustments, and equity-incentive revisions. All motions were approved with no opposing votes.

The Board unanimously endorsed the Group’s 3Q 2026 report, confirming that the disclosure “accurately and completely reflects the Company’s operating position.” Detailed financial figures will be available in the quarterly filing (Announcement No. 2026-078) on CNINFO.

Key transaction • A wholly-owned overseas subsidiary will acquire 100% of SF Logistics Holdings Limited, currently held by SF Real Estate Investment Trust (listed in Hong Kong, code 2191). • Total consideration is approximately HKD 2.61 billion. • Upon completion, SF REIT will be terminated and delisted from the Hong Kong Stock Exchange in accordance with REIT regulations. • Director Ho Chit, designated a related party, abstained from voting.

Capital and governance adjustments • The Board approved amendments to the registered capital and Articles of Association to reflect execution of the 2022 A-share stock-option plan, H-share issuance, and cancellation of repurchased A-shares. Shareholder approval is still required. • The Company will open an HKEX LCT (Link-n-Learn) account; Ms. Zeng Jing is appointed account administrator. • Company Secretary Ms. Su Jiamin is appointed as an authorised representative under HKEX Listing Rule 3.05, joining Executive Director Ho Chit.

Equity-incentive plan updates • Due to the completed 2026 interim profit distribution, the exercise price for options under the 2022 A-share stock-option plan is adjusted from RMB 38.882 to RMB 38.408 per share. • A total of 240,374 unexercised options are cancelled, reducing the reserved grant pool to 487,382 options. • 24 eligible participants may now exercise 155,564 options for the fourth vesting period at the revised exercise price.

All equity-related agenda items received pre-approval from the Board’s Audit, Remuneration & Appraisal, or Independent Director Committees as required.

The Board stated that all meeting procedures complied with PRC laws and the Company’s Articles of Association.

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