Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this announcement 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 announcement.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)
ANNUAL RESULTS ANNOUNCEMENT
FOR THE YEAR ENDED DECEMBER 31 2025
The board of directors (the “Board”) of S.F. Holding Co. Ltd. (the “Company” together
with its subsidiaries the “Group”) is pleased to announce the audited results of the Group for
the year ended December 31 2025. This announcement containing the full text of the 2025
Annual Report of the Company is prepared with reference to the relevant requirements of the
Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in
relation to preliminary announcement of annual results. The Company’s 2025 Annual Report
will be published on the HKEXnews’ website (www.hkexnews.hk) and the Company’s
website (www.sf-express.com) in due course and will be sent to the Company’s shareholders
(if requested).By Order of the Board
S.F. Holding Co. Ltd.GAN Ling
Joint Company Secretary
Shenzhen the PRC March 30 2026
As a t the date of th is announcement the Board comprises Mr. Wang Wei as chai rman and
executive director Mr. Ho Chit and Mr. Xu Bensong as executive directors; and Mr. Chan Charles Sheung Wai
Mr. Lee Carmelo Ka Sze and Dr. Ding Yi as independent non-executive directors.COMPANY Company Vision
VISION
To be the well-respected and the world's leading
digital intelligence logistics solution providerImportant Notice
The Company’s Board of Directors Directors and senior management hereby guarantee that the contents of this annual
report (the “Report”) are true accurate and complete and that there are no misrepresentations misleading statements or
material omissions and shall assume individual and joint legal liabilities.The Financial Report is prepared in accordance with the International Financial Reporting Standards and audited by
PricewaterhouseCoopers which has expressed a standard unqualified opinion thereon.The Report has been considered and approved at the 4th meeting of the seventh session of the Board of Directors of the
Company (the “Board Meeting”) with all Directors present and voting in favor.Forward-looking statements such as future development plans contained herein do not constitute any undertaking made
by the Company to investors. Investors are advised to invest rationally and to take into account possible investment risks.Investors are advised to pay attention to the major risks currently faced by the Group and the countermeasures the details
of which are set out in the “Risk Management and Internal Controls” of the “Corporate Governance Report.”
The profit distribution plan considered and approved at the Board Meeting is as follows: based on the total number of Shares
at the record date in respect of the implementation of 2025 final dividend distribution plan less the Shares in repurchase
securities account of the Company a final cash dividend of RMB4.3 (tax inclusive) per 10 Shares will be distributed to all
Shareholders. The Company will not carry out bonus issue or conversion of capital reserve into share capital for the year of
2025. Upon preliminary calculation using the Company’s total number of Shares as of the date of this Report and excluding the
Shares in the repurchase securities account on the even date the amount of the final cash dividend distribution is expected to
be RMB2.14 billion. Coupled with the 2025 interim cash dividend of approximately RMB2.32 billion disbursed the estimated
aggregate amount of cash dividends for 2025 is RMB4.46 billion accounting for approximately 40% of the profit attributable
to owners of the Company in 2025. The 2025 final dividend distribution plan is subject to consideration and approval at the
2025 annual general meeting of the Company.
The Report is prepared in both Chinese and English versions. If there is any ambiguity in understanding the Financial Report
the English version shall prevail. If there is any ambiguity in understanding of other contents other than the Financial Report
the Chinese version shall prevail.Contents
4 Corporate Information
8 Key Accounting Data and Financial Indicators
13 Letter to Shareholders
17 Management Discussion and Analysis
84 Directors and Senior Management
87 Corporate Governance Report
104 Report of Directors
126 Independent Auditor’s Report
131 Consolidated Statement of Profit or Loss
132 Consolidated Statement of Comprehensive Income
133 Consolidated Statement of Financial Position
136 Consolidated Statement of Changes in Equity
138 Consolidated Statement of Cash Flows
140 Notes to the Consolidated Financial Statements
236 DefinitionsCorporate Information
Board of Directors H Share Registrar
Executive Directors Tricor Investor Services Limited
Mr. Wang Wei (Chairman) 17/F Far East Finance Centre
Mr. Ho Chit 16 Harcourt Road
Ms. Wang Xin (Retired on December 30 2025) Hong Kong
Mr. Xu Bensong
Legal Advisers
Independent Non-executive Directors
As to Hong Kong laws:
Mr. Chan Charles Sheung Wai
Herbert Smith Freehills Kramer
Mr. Lee Carmelo Ka Sze
23rd Floor Gloucester Tower
Dr. Ding Yi
15 Queen’s Road Central
Audit Committee Hong Kong
Mr. Chan Charles Sheung Wai (Chairman)
Mr. Lee Carmelo Ka Sze Auditor
Dr. Ding Yi
PricewaterhouseCoopers
Remuneration and Appraisal Committee Certified Public Accountants and
Dr. Ding Yi (Chairlady) Registered Public Interest Entity Auditor
Mr. Chan Charles Sheung Wai 22/F Prince’s Building
Mr. Lee Carmelo Ka Sze Central Hong Kong
Nomination Committee
Compliance Adviser
Mr. Lee Carmelo Ka Sze (Chairman)
Dr. Ding Yi Caitong International Capital Co. Limited
Mr. Wang Wei Unit 2401-05 24th Floor
Strategy Committee Grand Millennium Plaza
Mr. Chan Charles Sheung Wai (Chairman) 181 Queen’s Road Central
Dr. Ding Yi Hong Kong
Mr. Wang Wei
Registered Address in the PRC
Risk Management Committee 3/F Complex Building
Mr. Ho Chit (Chairman) SF South China Transit Center No. 1111
Mr. Chan Charles Sheung Wai Hangzhan 4th Road
Mr. Lee Carmelo Ka Sze Shenzhen Airport Caowei Community
Hangcheng Sub-district Bao’an District Shenzhen
Guangdong Province the PRC
004 S.F. Holding Co. Ltd. Annual Report 2025Corporate Information
Principal Place of Business in the PRC Joint Company Secretaries
TK Chuangzhi Tiandi Building Ms. Gan Ling
Keji South 1st Road Ms. So Ka Man (FCG HKFCG (PE))
Nanshan District Shenzhen
Guangdong Province the PRC Authorized Representatives
Mr. Ho Chit
Principal Place of Business in Hong Ms. Gan Ling
Kong
9/F Asia Logistics Hub – SF Centre Company’s Website
36 Hong Wan Road Tsing Yi www.sf-express.com
New Territories Hong KongAnnual Report 2025 S.F. Holding Co. Ltd. 005“SF Holding is the largest integrated logistics serviceprovider in China and Asia and the fourth largest inthe world1”
Founded in 1993 SF has evolved into Asia’s largest and the world’s fourth-largest integrated logistics service provider through
its 33-year development ranking 393rd on the Fortune Global 500 list. SF serves over 2.35 million corporate clients and more
than 800 million individual consumers offers logistics services spanning time-definite express services economy express services
freight services cold chain and pharmaceutical logistics services intra-city on-demand delivery services as well as supply chain
and international services (including international express services international cargo and freight forwarding services and supply
chain services). Leveraging its industry-leading technology SF empowers customers in building global end-to-end one-stop secure
and efficient smart supply chain systems with the vision of becoming the well-respected and the world’s leading digital intelligence
logistics solution provider.SF boasts an extensive global logistics service network with domestic operations covering all cities in China. SF’s international
express services international cargo and freight forwarding services and supply chain services extend to 95 countries and regions
globally while its international small parcel delivery services establish the footprint in 200 countries and regions. SF is the premiumbrand in the logistics industry both in China and globally having been listed for nine consecutive years among “China’s MostAdmired Companies” by Fortune China and ranks first in Express Delivery Service Public Satisfaction in China for 16 consecutive
years. The Company’s time-definite express services maintain a commanding market share in China. In China SF ranks first in five
segments1: express delivery freight cold chain intra-city on-demand delivery2 and supply chain services3. In Asia SF ranks first
in four segments1: express delivery freight intra-city on-demand delivery2 and international services4.Looking ahead as a global logistics leader connecting Asia with the rest of the world SF will continue to leverage its well-recognized
premium brand extensive global network coverage and comprehensive logistics service capabilities to accelerate global expansion
drive sustainable and healthy business growth and position itself as the go-to logistics partner for business customers and retail
customers – fostering growth together with customers and creating shared value.Largest in Asia No. 1 in Asia
No. 1
Integrated logistics service provider1 Express Freight Intra-city On-demand Delivery2
International Business4 Public satisfaction for express
services in China
4th Largest Globally No. 1 in China 16 years in a row
Integrated logistics service provider1 Express Freight Cold Chain Intra-city
On-demand Delivery 2 Supply Chain3
1 According to Frost & Sullivan Report in terms of revenue in 2024 3 Among non-state-owned independent third-party supply chain solution providers
2 Among third-party intra-city on-demand delivery service providers 4 Among the integrated logistics service providers in Asia
006 S.F. Holding Co. Ltd. Annual Report 2025Business Segments
Express Logistics
Time-definite Express Economy Express
● Provide time-definite and high-quality door-to-door domestic express service ● Provide cost-effective timely and stable domestic parcels delivery services
● Options of half-day delivery same-day delivery next morning/next day delivery ● Leverage nationwide warehouse network to provide smart sub-warehouses and
integrated warehousing and distribution service
Cold Chain and Pharmaceutical
Freight
Logistics
● Provide seasonal and fresh food logistics services to deliver seasonal
● Provide domestic large parcels delivery less-than-truck-load freight transport agricultural products directly from place of origin to consumers
and full-truck-load transport services ● Provide cold chain food logistics services and B2B2C end-to-end temperature-
● Dual-brand operation comprising the SF Freight directly-operated network and controlled transportation and delivery services
SX Freight franchising network ● Provide GSP certified pharmaceutical cold storage and pharmaceutical
temperature-controlled transportation and delivery services (from -80°C to 25°C)
Intra-city On-demand Delivery
● Provide point-to-point instant delivery service mainly for merchants and customers within the city
● City-wide delivery services within average 1 hour delivery services for regions in 3km within average 22 minutes
Supply Chain and International
International Express International Cargo and Freight
Forwarding
● Provide international time-definite express cross-border e-commerce parcels ● Provide international air sea railway ground and multi-modal freight
delivery overseas local express and integrated warehousing and distribution transport solutions
services
Supply Chain
● Provide one-stop domestic and international digital supply chain solutions
● Covering high-tech industrial equipment automotive consumer goods retail food retail and catering life sciences and other industries
Annual Report 2025 S.F. Holding Co. Ltd. 007Key Accounting Data and Financial Indicators
Financial Summary
Results Overview for 2025
(Amounts in RMB)
Revenue Total assets
RMB 308.2 billion RMB 216.5 billion
8.4%1.2%
Equity attributable to owners
Gross profit of the Company
RMB 40.3 billion RMB 99.3 billion
3.6%8.0%
EBITDA Basic earnings per share
RMB 32.8 billion RMB 2.23 per Share
0.3%5.7%
Profit attributable to owners Weighted average return
of the Company on net assets
RMB 11.1 billion 11.5%
9.3%0.35%
008 S.F. Holding Co. Ltd. Annual Report 2025Key Accounting Data and Financial Indicators
Total Volume Unit: 1 billion parcels Total Revenue Unit: RMB Billion
16.72308.2+25.4%284.4+8.4%
258.4
13.33
11.97
202320242025202320242025
The total volume includes the volume of express logistics business and international
express business (exclude oversea local express business).Revenue Breakdown by Segment
2.92%.92%.9%2.22%.22%.2%
TimTei-mdTei-fimdneit-fiedn Eeitfixenp Eirtxesp Esrexspsress24.284%.284%.8% 23.273%.273%.7%
EcoEncoomEncyoo mEnxyop mErexysp Esrexspsress
FreiFgrhetiFgrhetight
42.5%42.5%
43.403%.403%.0%
42.5%
202240224024 ColCd oClCdh aoCilndh aCinhd a iPndh a aPnrdmh aaPrcmheaaurcmtiecauactl iecLuaotlg icLisaotlg icLisotgicistics 202250225025
3.1%3.1%3.1% 4.1%4.1%4.1%IntraIn-tcriaItny-tc rOiaty-nc -Oidtyne -mOdanen-mdae Dnmdea liDnvder liDyverliyvery
3.43%.43%.4% 3.43%.43%.4%SupSpulypS pCulyhp apCilnyh aCinhd a iInd tae Inrnndtae Itrninotaentrainol anBtaiuol snBianule sBsinsuessinsess
13.213%.213%.2% OthOert hNOeort hnNe-olro nNg-iolsontgic-ilsot giBcisut siBcinsue sBsinsuessinsess 13.713%.713%.7%
9.69%.69%.6%10.410%.410%.4%
Unit: RMB Billion
7.2%17.6%11.9%8.1%43.4%3.5%17.4%
131.05
122.21
70.4972.94
37.6442.13
27.2532.05
9.8110.618.8712.728.146.73
Time-definite Economy Express Freight Cold Chain and Intra-city Supply Chain and Other Non-logistics
Express Pharmaceutical Logistics On-demand Delivery International Business Business
●2024●2025
Annual Report 2025 S.F. Holding Co. Ltd. 009Key Accounting Data and Financial Indicators
Gross profit Unit: RMB Billion EBITDA Unit: RMB Billion
● Gross profit Gross profit margin ● EBITDA EBITDA margin
12.6%13.7%13.1%11.4%11.5%10.6%
38.940.3
32.629.432.732.8
202320242025202320242025
Profit attributable to owners Quarterly profit attributable to
of the Company Unit: RMB Billion owners of the Company Unit: RMB Billion
● Profit attributable to owners of the Company ● Profit attributable to owners of the Company of 2024
Profit margin attributable to owners of the Company ● Profit attributable to owners of the Company of 2025
Profit margin attributable to owners of the Company of 2025
3.6%3.6%4.5%
3.2%3.23.3%3.4%%
3.50
10.1711.122.902.812.81
2.57
8.232.552.23
1.91
2023 2024 2025 Q1 Q2 Q3 Q4
Debt-to-asset ratio Unit: RMB Billion Net cash flow Unit: RMB Billion
● Total assets ● 2024 ● 2025
● Equity attributable to owners of the Company
Debt-to-asset ratio
53.4%52.1%49.0%
32.2
221.527.6
213.8216.5
-12.1
-17.3
99.3-22.9
92.892.0-28.0
2023 2024 2025 Net cash flow from Net cash flow from Net cash flow from
operating activities investing activities financing activities
010 S.F. Holding Co. Ltd. Annual Report 2025Key Accounting Data and Financial Indicators
Year ended December 31 Changes in this Year ended December 31
year over the
Income Statement Items 2025 2024 previous year 2023 2022 2021
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Revenue 308226647 284420059 8.37% 258409403 267490414 207186647
Gross profit 40283594 38895947 3.57% 32633725 33012406 25777544
EBITDA(1) (Non-IFRS measure) 32779905 32695124 0.26% 29441939 28987966 21780927
Profit for the year 11684811 10218845 14.35% 7911609 7056914 4382094
Profit attributable to owners
of the Company 11117216 10170427 9.31% 8234493 6227058 4731979
Note:
(1) EBITDA = profit for the year + depreciation and amortization + finance costs net + income tax expense. For further details please refer to page
67 of the “Non-IFRS measures” section.
Year ended December 31 Changes in this Year ended December 31
year over the
Balance Sheet Items 2025 2024 previous year 2023 2022 2021
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Current assets 91327047 88686806 2.98% 90990680 90673493 94112124
Non-current assets 125141990 125137407 0.00% 130499975 126169214 115734564
Total assets 216469037 213824213 1.24% 221490655 216842707 209846688
Current liabilities 72894721 72193368 0.97% 73989641 77676909 76021629
Non-current liabilities 33249565 39295624 -15.39% 44217354 40879749 35963106
Total liabilities 106144286 111488992 -4.79% 118206995 118556658 111984735
Total equity 110324751 102335221 7.81% 103283660 98286049 97861953
Equity attributable to owners
of the Company 99309488 91993286 7.95% 92790344 86263741 82889932
Year ended December 31 Changes in this Year ended December 31
year over the
Cash Flows Statement Items 2025 2024 previous year 2023 2022 2021
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Net cash generated from
operating activities 27555275 32186373 -14.39% 26569819 32702947 16078955
Net cash used in investing activities -17327253 -12054744 -43.74% -13505617 -12091458 -17131227
Net cash (used in)/generated
from financing activities -22935460 -27979113 18.03% -12994685 -16016950 20498576
Annual Report 2025 S.F. Holding Co. Ltd. 011Key Accounting Data and Financial Indicators
Year ended December 31 Year ended December 31
Changes in this year
Key Financial Indicators 2025 2024 over the previous year 2023 2022 2021
Gross profit margin Down by 0.61
13.07% 13.68% percentage point 12.63% 12.34% 12.44%
EBITDA margin Down by 0.86
10.64% 11.50% percentage point 11.39% 10.84% 10.51%
Profit margin attributable to Up by 0.03
owners of the Company 3.61% 3.58% percentage point 3.19% 2.33% 2.28%
Basic earnings per share (RMB) 2.23 2.11 5.69% 1.70 1.28 1.03
Diluted earnings per share (RMB) 2.22 2.11 5.21% 1.70 1.28 1.03
Weighted average return on Up by 0.35
net assets 11.51% 11.16% percentage point 9.19% 7.41% 7.58%
Asset-liability ratio Down by 3.11
49.03% 52.14% percentage points 53.37% 54.67% 53.37%
Differences in net profit and net assets in the financial reports disclosed in accordance with the International Accounting
Standards and the Chinese Accounting Standards are as follows:
Profit attributable to owners Equity attributable to owners
of the Company of the Company
Year ended December 31 As of December 31
2025202420252024
RMB’000 RMB’000 RMB’000 RMB’000
In accordance with the International Accounting
Standards 11117216 10170427 99309488 91993286
In accordance with the Chinese Accounting Standards 11117216 10170427 99309488 91993286
Items and amounts adjusted in accordance with
the International Accounting Standards:
In accordance with the International Accounting
Standards – – – –
Difference description No difference
012 S.F. Holding Co. Ltd. Annual Report 2025Letter to Shareholders
Building Intelligent Supply Chains Leading Global Expansion
In 2025 the global economic and trade environment entered a period of volatility uncertainty complexity and ambiguity.Amid rising geopolitical tensions increasing trade barriers and complex multilateral relations global supply chains underwent
a profound restructuring. As a result security resilience and efficiency became the core considerations in the reconfiguration
of global industrial and supply chains.Against this backdrop China’s economy maintained overall stability supported by industrial upgrading resilient exports and
synergistic policy measures. The accelerated development of new quality productive forces created structural opportunities
across multiple sectors and drove rising demand for specialized and intelligent logistics services. At the same time as Chinese
enterprises evolved from simply exporting products to building production capacity and supply chains overseas integrated
logistics providers with end-to-end globalized capabilities entered a historic window of opportunity.Confronting a complex and volatile external environment and intensifying market competition SF continuously adhered to
its vision of becoming the well-respected and the world’s leading digital intelligence logistics solution provider. With digital
intelligence enablement deeper supply chain integration and global expansion as key strategic priorities the Company
remained focused on its mission and continued to move forward with determination delivering another year of record
performance. In 2025 SF recorded revenue of RMB308.23 billion representing a year-on-year increase of 8.4% and surpassing
the RMB300 billion revenue milestone for the first time. Profit attributable to owners of the Company reached RMB11.12
billion representing a year-on-year increase of 9.3% once again demonstrating its resilience.In 2025 SF was included in the Fortune Global 500 for the fourth consecutive year ranking 393rd. In Brand Finance’s “2025Most Valuable Logistics Brands” SF ranked sixth globally and remained the No. 1 logistics brand in China. Its MSCI ESG rating
was upgraded to AA ranking first among the world’s four largest integrated logistics service providers. These recognitions
are not only milestones for the Company but also strong affirmation of its long-term commitment to service excellence
technological innovation and sustainable development.Advancing High-Quality Development and Focusing on Value Creation.In 2025 SF continued to deepen the implementation of the “Stimulate Operation Vitality” mechanism further unlocking
organizational vitality and strengthening the entrepreneurial drive of its people thereby promoting scaled business growth.Total parcel volume for 2025 exceeded 16.7 billion representing year-on-year growth of 25.4% and outpacing the overall
express delivery industry. At the same time in the second half of 2025 the Company progressively and dynamically optimized
its market strategy with a greater focus on high-value business and lean operations shifting from scale-driven to value-driven
growth and laying a stronger foundation for high-quality development. In the fourth quarter of 2025 profit attributable to
owners of the Company increased by 9.3% quarter-on-quarter outperforming the expectations the Company had previously
communicated to the market in its third-quarter results announcement.Supported by its comprehensive product matrix and consistently high service standards the Company responded precisely
to the logistics needs created by emerging industries new consumer scenarios and evolving market trends. Through
premium services SF empowered both industrial upgrading and consumption transformation. The Company’s mid- to
high-end time-definite express delivery businesses achieved steady growth at a rate exceeding China’s GDP growth while
the performance foundation of the Company’s core business remained solid. In 2025 domestic express and logistics revenue
reached RMB228.56 billion representing a year-on-year increase of 11.1%.Annual Report 2025 S.F. Holding Co. Ltd. 013Letter to Shareholders
Deepening Organizational Integration and Accelerating Supply Chain Expansion.Since the establishment of the “accelerating industry-specific transformation” strategy the Company has achieved rapid growth
in logistics revenue across major industries and continued to increase its market share. In the fourth quarter of 2025 the
Company further deepened organizational integration and formally established the supply chain BG. Focusing on seven key
sectors — high technology industrial equipment automotive consumer goods retail food retail catering and life sciences —
the Company introduced a “sales-solutions-operations” triangular operating model spanning headquarters to regional teams
thereby accelerating the execution of its supply chain strategy. In 2025 integrated logistics revenue in industries such as
high technology industrial equipment automotive and retail food each recorded growth of over 20% outpacing growth of
the total revenue in the corresponding logistics markets.Establishing Global Logistics Corridors and Leading a New Wave of Globalized Expansion.Although volatility in international trade and the restructuring of global supply chains have made globalization more challenging
they have also opened up rare strategic opportunities. In 2025 the Company actively captured the shift among Chinese
enterprises from “product exports” to “production capacity globalization” deepened its “the One in Asia with global reach”
strategy and accelerated investment in international end-to-end logistics infrastructure. At the same time through full-chain
technology enablement the Company built international express and supply chain service capabilities across the Asia-Pacific
region and key Europe/U.S. trade lanes benchmarked against the top three global players. While international trade volatility
and the sharp decline in ocean freight rates affected revenue growth in the Company’s international freight forwarding business
the Company leveraged its global network and diversified product portfolio to seize the opportunities arising from Chinese
enterprises expanding overseas. In 2025 combined revenue from SF’s (excluding KLN) international express cross-border
e-commerce logistics overseas warehousing and international supply chain services increased by 55.4% further strengthening
SF’s second growth curve.Digital Intelligence Empowering Supply Chains and Shaping the Future of Logistics.As artificial intelligence continues to advance rapidly the logistics industry is moving from localized digitalization to holistic
intelligence and technology is evolving from a digital foundation into an enterprise’s intelligent brain and innovation engine.In 2025 SF accelerated the deployment of frontier technologies such as artificial intelligence big data operations research
and digital twins across its logistics scenarios. SF’s logistics domain-specific large model processed over 10 billion tokens
per day while the number of active internal AI agents expanded rapidly. These digital employees have been broadly deployed
across forecasting planning marketing fulfillment customer service customs clearance and data analytics. At the same time
by integrating AI enablement with end-to-end digitalization the Company continued to provide one-stop digital and intelligent
supply chain services — from top-level design to implementation — supporting digital transformation of its customers’ supply
chain and becoming a close partner in strategic synergy and value co-creation. In 2025 SF Technology was named one of
the Fortune China Top 50 Technology Companies the only logistics technology company on the list.Future Strategic Outlook
Building on the solid achievements of 2025 and capitalizing on the transformative trends in global logistics and the globalizationopportunities for Chinese enterprises SF remains anchored in its long-term vision of becoming “the well-respected and theworld’s leading digital intelligence logistics solution provider.” With “the One in Asia” as its strategic core SF aims to deepen
the synergy between its products and solutions promote the balanced development of domestic and international businesses
and establish itself as the preferred partner for corporate and individual customers in Asia thereby achieving sustainable and
healthy growth in both business scale and profitability.
014 S.F. Holding Co. Ltd. Annual Report 2025Letter to Shareholders
In its standardized product services the Company remains committed to balancing scale and
profitability advancing both small-parcel and freight operations in tandem to reinforce market
leadership and achieve simultaneous improvements in quality and efficiency.For small-parcel services the Company will focus on maintaining healthy profit growth and sustained leadership in scale.Through continuous optimization of its standardized express product portfolio the Company will preserve its undisputed service
leadership. By deepening network stratification and resource alignment it will enhance end-to-end cost competitiveness. At the
same time by building differentiated channel barriers across diversified scenarios it will create synergies with its international
and supply chain businesses. For freight services the Company aims to secure absolute scale leadership while improving
profitability. It will accelerate the development of high-quality cost-effective LTL network capabilities and coordinate the
development of economy dedicated route networks. These efforts will continue to reinforce resource synergies and capability
spillovers to the international and supply chain businesses.In the supply chain segment the Company is committed to deepening penetration into priority
industries significantly increasing the contribution of supply chain solution revenue and
establishing scale leadership in key industry verticals to achieve sustainable and profitable
growth.Strategically the Company will focus on addressing end-to-end supply chain needs of leading enterprises across industries
building specialized service capabilities spanning domestic and international markets. By establishing a lean and efficient
middle-platform operating system strengthening resource integration and service process standardization and solidifying a
scalable service foundation the Company will enable large-scale replication. Furthermore it will promote the deep integration
of logistics services with financial and technological capabilities forming differentiated competitive advantages and delivering
higher-value integrated supply chain solutions.In its international business the Company targets the Asia-Pacific region with the objective
of achieving scale comparable to global industry leaders while maintaining sustainable
profitability accelerating the development of comprehensive cross-border service capabilities.The Company will continue to strengthen its international network foundation prioritizing the deployment of key air freight
routes while strategically positioning maritime road rail and customs clearance resources to form a comprehensive logistics
capabilities network. Leveraging its resources the Company will upgrade its service model from single-resource output to
fully integrated end-to-end solutions comprehensively addressing customers’ cross-border supply chain needs. Meanwhile it
will deepen the application of digital technologies in international operations leveraging data-driven management to enhance
operational efficiency and service transparency thereby building a smart reliable and efficient global supply chain service
system that supports high-quality scalable growth across Asia-Pacific markets.The Company is committed to breaking through traditional business boundaries and unlocking the strategic benefits of deep
collaboration across its three major business pillars thereby realizing the full potential of a “1+1+1 > 3” synergy effect. The
standardized products by leveraging the resource support from its small-parcel and freight resources provide the supply
chain and international businesses with highly competitive fulfillment resilience and cost advantages. The supply chain
business in turn transforms product capabilities into digital and intelligent service capabilities driving the business toward
end-to-end higher value-added solutions. The international business leverages the Company’s mature domestic operating
system to accelerate its global expansion serving the end-to-end global supply chain needs of leading customers across
multiple industries. The deep integration of these three pillars will not only strengthen economies of scale but also build a
solid competitive moat for SF in the global marketplace.Annual Report 2025 S.F. Holding Co. Ltd. 015Letter to Shareholders
For thirty-three years SF has forged ahead through wind and rain crossing one summit after another. Every transformative
leap has been born of its steadfast commitment to long-termism its forward-looking strategic vision and its unceasing
determination to innovate and evolve. The uncertainty of our times is not only a test imposed by the era but also a crucible in
which corporate resilience is forged. Only by holding fast to what must not change can we navigate volatility with confidence
endure through cycles and go the distance.What remains unchanged is SF’s unwavering commitment to putting customers first. We keep our customers’ trust and
needs at the very center of all we do and honor every commitment through precise execution repaying every trust placed
in us with dependable action.What remains unchanged is SF’s spirit of self-renewal. We break through via iteration grow through transformation harness
digital intelligence to achieve step-change progress and seize the opportunities of our time through continuous innovation.What remains unchanged is SF’s conviction in its long-term strategy. We are not distracted by temporary gains or losses nor
unsettled by short-term fluctuations. With the discipline and resolve of long-termism we continue to build the solid foundations
for SF’s enduring and sustainable success.Finally we would like to extend the Company’s heartfelt thanks to every shareholder who has walked this path with us. Your
trust and support have been a constant source of strength giving us the conviction to navigate uncertainty endure through
cycles and keep moving forward. Looking ahead SF will remain committed to deepening its core businesses and operating
with discipline and prudence. We will strive to deliver higher-quality long-term value to our shareholders through more solid
progress and stronger performance. We look forward to moving ahead together with our shareholders around the world-
crossing mountains and oceans and authoring a new chapter side by side.S.F. Holding Co. Ltd.Board of Directors
March 30 2026
016 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Industry Review in 2025
Domestic Market
Industrial Manufacturing Accelerates Structural Optimization with New Quality Productive Forces Driving High-Quality
Development.According to data released by the National Bureau of Statistics China’s GDP exceeded RMB140 trillion for the first time in
2025 representing a year-on-year increase of 5% underscoring a stable economy with progress in both growth and quality
enhancement. Industrial value-added reached RMB41.7 trillion in 2025 representing a year-on-year increase of 5.8%. Industrial
production demonstrated faster growth continued structural optimization and the strengthening of new growth drivers with
the high-end intelligent and green transformation of the manufacturing sector becoming increasingly pronounced.Technology-driven new quality productive forces are propelling Chinese manufacturing toward higher value-added segments
of the global value chain. In 2025 value-added output of equipment manufacturing and high-tech manufacturing enterprises
above the designated size increased by 9.2% and 9.4% as compared to that in 2024 respectively. Output of emerging
products such as 3D printing equipment and industrial robots maintained robust growth. China’s production and sales of
new energy vehicles maintaining global leadership for eleven consecutive years. Output of lithium-ion power batteries grew
by 41.7% year-on-year and green products such as wind turbine generators sustained rapid expansion.Evolution of Consumption Trends with Service-Oriented Consumption Emerging as a New Growth Engine.In 2025 total retail sales of consumer goods in China exceeded RMB50 trillion representing year-on-year growth of 3.7%.Household consumption continued to shift from being primarily goods-oriented toward a balanced model combining goods
and services with service retail sales grew by 5.5% year-on-year in 2025. Across China innovative consumption scenarios
have continued to emerge in cultural tourism entertainment and sporting sectors reflecting a gradual shift in consumer
priorities from physical ownership toward emotional fulfillment and experiential engagement.Meanwhile online consumption penetration continued to deepen. Instant retail experienced explosive growth accelerating the
evolution of fulfillment systems toward an “online ordering offline minute-level delivery” model. Supermarkets strengthened
omni-channel integration and proximity-based service capabilities collectively fostering a more diversified consumption
landscape. Looking ahead personalized consumption and “self-reward” consumption trends are expected to reinforce the
momentum of consumption becoming a key engine of future consumption growth.China’s Logistics Industry Transitions from Scale Expansion to High-Quality Development Accelerating Intelligent
and Green Upgrading.According to the China Federation of Logistics & Purchasing total social logistics expenditure in 2025 amounted to
approximately RMB19.5 trillion accounting for a further reduced percentage of GDP at 13.9% marking five consecutive
years of structural optimization. This trend reflects the industry’s transition from scale-driven expansion toward efficiency-
driven and high-quality development. In the express delivery sector according to the State Post Bureau total parcel volume
reached 198.95 billion in 2025 representing year-on-year growth of 13.6% while industry revenue reached RMB1.5 trillion
representing an increase of 6.5% year-on-year. In the second half of 2025 supported by an industry-wide consensus to
discourage excessive competition average revenue per parcel continued to recover. Industry competition has gradually shifted
from low-price rivalry to differentiated competition centered on service quality and service value.Annual Report 2025 S.F. Holding Co. Ltd. 017Management Discussion and Analysis
The logistics industry’s full-chain professional shift fuels high-quality growth across all sectors. Industrial upgrading and the
cultivation of new quality productive forces have imposed higher requirements on logistics standardization and coordination
efficiency. Logistics services must embed deeply into the entire industrial value chain addressing the long-standing challenges
of fragmentation and inefficiencies associated with traditional point-to-point transportation. This entails building comprehensive
supply chain solutions that span raw material procurement production distribution warehousing management finished goods
distribution and after-sales returns. Such solutions must precisely match just-in-time (JIT) production models characterized by
small batches frequent replenishment and low inventory with the demand of new sales scenarios thereby providing robust
support for high-quality industrial development.As the consumer market enters an era of in-depth stock competition logistics services are becoming scenario-based and
experience-oriented. As incremental growth dividends in e-commerce gradually diminish the industry is entering a phase
characterized by stock optimization and value deepening. Coupled with regulatory guidance to discourage excessive
competition logistics competition is increasingly focused on service segmentation stable transit times and lean cost
management. Meanwhile explosive growth in instant retail is driving convergence across “far-field mid-field and near-field”
fulfillment models compelling logistics enterprises to construct elastic and intelligent multi-tier fulfillment networks capable of
rapid response and scenario adaptability.Technological progress and green transformation are driving logistics enterprises to strategically shift from corporate cost
centers to value-creating partners. Next-generation technologies — including big data the Internet of Things artificial
intelligence and blockchain — are now widely applied across all logistics operations enabling the evolution from single-point
automation to end-to-end intelligent decision-making. AI enhances demand forecasting intelligent dispatch and holistic
decision-making precision. Automated and intelligent sorting systems significantly improve efficiency and reduce labor costs.Unmanned warehouses and autonomous vehicles are progressively deployed reducing reliance on manual labor and spatial
constraints in traditional logistics scenarios. The application of these technologies effectively enhances the accuracy efficiency
and stability of logistics services. Simultaneously green and low-carbon transformation has evolved from a corporate social
responsibility initiative into a core supply chain competitiveness factor. The systematic adoption of new energy equipment
recyclable packaging and carbon footprint management is contributing to the establishment of an environmentally sustainable
supply chain ecosystem.International Market
Global Trade Advanced Amid Pressure with Supply Chain Resilience Becoming a Strategic Priority.In 2025 frequent trade policy shifts among major economies and rising tariff barriers introduced heightened uncertainty into
global economic growth accelerating the evolution of global supply chains toward “decentralization” and “regionalization” as
a strategic response to disruption risks arising from external conflicts. Adjustments in tariff policies triggered temporary front-
loading in international shipping during the first half of 2025 followed by softened demand on major routes in the second
half with container freight indices retreating from elevated levels and trending downward. Meanwhile the cancellation of
de minimis tariff exemptions for cross-border parcels is accelerating the transition of e-commerce fulfillment models from
“domestic consolidation + international line-haul + last-mile delivery” toward “overseas warehousing + localized fulfillment +reverse logistics”—a strategic shift designed to ensure compliance and enhance customer experience.
018 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Despite Global Volatility Asia Continues to Anchor Global Economic Expansion.The International Monetary Fund projects Asia-Pacific growth of 4.5% for 2025 contributing approximately 60% of global
growth. As global supply chains pivot from “efficiency-first” to “security and resilience-first” Asia’s manufacturing capabilities
industrial ecosystems and market scale position it as a central hub for production processing and transshipment.Southeast Asia supported by manufacturing relocation regional demand expansion and industrial integration has maintained
mid-to-high growth rates. Under the continued deepening of industrial transfer and the RCEP agreement intra-ASEAN trade
has expanded significantly cross-border logistics efficiency has improved and supply chain coordination has strengthened.Asia is evolving from a “global factory” toward a “diversified global manufacturing center” with increasingly interconnected
and multi-layered supply chain networks.China’s Exports Demonstrate Resilience Achieving Growth Amid a Complex and Challenging External Environment.According to data from the General Administration of Customs of China China’s exports increased by 6.1% year-on-year in
2025 with export scale remaining at a relatively high level. In terms of export markets China maintained solid export growth
to ASEAN Latin America and Africa while exports to countries participating in the Belt and Road Initiative increased by
11.2%. ASEAN has remained China’s largest export market for three consecutive years. In terms of product mix mid-to-
high-end manufacturing has emerged as the core driver of China’s exports. Equipment manufacturing rose to 59.4% of total
export value while high-tech product exports increased by 13.2% year-on-year. In the green energy sector exports of lithium
batteries and wind turbines increased by 26.2% and 48.7% respectively.The Accelerated Globalization of Chinese Manufacturing and Brands Presents Significant International Development
Opportunities for Chinese Logistics Enterprises.In 2025 the overseas expansion of Chinese enterprises is characterized by two distinct trends: deepening production capacity
relocation and a heightened emphasis on localized operations for product exports. On one hand moving beyond simple
product exports to capacity relocation enterprises are building factories establishing overseas warehouses and developing
local channels in Southeast Asia and Latin America to enhance supply chain security and delivery certainty. On the other
hand shifting from trade-oriented expansion to localized branding and capital deployment companies in sectors such as
new energy vehicles consumer electronics and photovoltaics are deeply engaging in global markets through overseas
manufacturing and brand acquisitions.As Chinese enterprises expand overseas and cross-border e-commerce continues to upgrade demand for international
logistics is driving a shift from standalone transportation toward end-to-end supply chain solutions. International air and sea
freight are poised to benefit from structural growth opportunities: exports of high-value goods coupled with intra-Asia semi-
finished goods logistics driven by supply chain regionalization will continue to drive demand for premium air and sea freight
routes. Cross-border e-commerce logistics models are also evolving with simple direct mailing inadequate to address market
dynamics. Customers increasingly seek logistics providers with overseas warehouse networks capable of delivering localized
operations and end-to-end compliance services. Demand for cross-border supply chain solutions is surging as enterprisesrelocating production capacity urgently need logistics partners offering one-stop and visualizable solutions spanning “domesticline-haul — international shipping — overseas customs clearance — local warehousing and distribution.”
Looking ahead Chinese logistics providers equipped with integrated “cross-border + localization” capabilities are well
positioned to stand out in global markets empowering Chinese enterprises’ overseas expansion and serving as critical
connectors between global manufacturing and consumption.Annual Report 2025 S.F. Holding Co. Ltd. 019Management Discussion and Analysis
Industry Position and Competitive Strengths
SF Holding is the largest integrated logistics service provider in China and Asia and the fourth largest globally. In 2025 the
Company’s operating revenue reached RMB308.2 billion. According to the 2025 Fortune Global 500 ranking SF Holding
ranked 393rd marking its fourth consecutive year on the list and remaining the only Chinese non-state-owned express
enterprise included.According to Brand Finance’s “World’s Top 500 Most Valuable Brands 2025” and “World’s Most Valuable Logistics Brands
2025” rankings SF Holding ranked 377th and 6th respectively and was the No. 1 logistics brand in China. Furthermore SF
has ranked first for 16 consecutive years (2009-2024) and the first three quarters in 2025 (no ranking has been released for
2025) in public satisfaction with express delivery services published by the State Post Bureau.
The Company Continues to Lead Across Multiple Logistics Sub-segments in China and Asia
Through its “1-to-N” expansion strategy SF Holding has evolved from a dominant domestic time-definite express operator
into a globally leading integrated logistics services provider. The Company provides fast reliable and customer-centric express
services to over 800 million retail customers and delivers comprehensive B2B2C end-to-end digital supply chain solutions to
over 2.35 million enterprise customers across domestic and international markets.The Company’s flagship time-definite express product has consistently ranked first in domestic market share. Driven by
both organic growth and strategic acquisitions the Company has established leadership positions in multiple sub-segments
in China including LTL freight cold chain logistics third-party intra-city on-demand delivery and end-to-end supply chain
solutions. SF Freight has ranked first in terms of revenue from LTL transportation for six consecutive years (2020-2025) in
the List of LTL Transport Enterprises in China* (中國零擔企業排行榜) issued by Wetuc Think Tank* (運聯智庫). SF Cold Chain
has ranked first for six consecutive years (2019-2024) in the “China Top 100 Cold Chain Logistics List” (中國冷鏈物流百強企
業榜) issued by the Cold Chain Logistics Committee of China Federation of Logistics & Purchasing (no ranking released for
2025). SF Intra-city is the largest independent third-party on-demand delivery platform in China.
According to F&S Report the Company is the leader in Asia across express LTL freight and third-party intra-city on-demand
delivery services and its international business volume also ranks first among Asia-based integrated logistics providers.High-Efficiency and Reliable Logistics Infrastructure Network Rooted in Asia and Connecting the World
The Company’s service network covers all cities in China and extends to 200 countries and regions worldwide.Air Transportation: The Company operates and manages the largest dedicated cargo fleet in China and Asia and hasco-developed and now operates Asia’s largest air cargo hub – the Ezhou cargo hub. This enables “overnight nationwidedelivery and the third day global connectivity.” Scarce dedicated freighter capacity and premium traffic rights constitute a core
competitive barrier supporting high-quality and time-definite logistics services. In 2025 the Company’s air cargo throughput
reached nearly 2.80 million tonnes.Ground Transportation: The Company manages a large-scale vehicle fleet and an extensive line-haul and short-haul network.It also integrates high-speed rail international rail freight services and ocean freight routes to build a multimodal logistics
system that enhances domestic and cross-border LTL bulk cargo transportation and supply chain service capabilities. In
2025 the Company’s rail freight volume exceeded 2.87 million tonnes and sea freight volume reached nearly 1.15 million TEU.
020 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Last-Mile Network: Through self-operated jointly constructed and cooperative models the Company has established over
340000 service outlets and customer touchpoints achieving 100% coverage of cities and a township coverage rate of 99.8%
in China. Leveraging its deeply penetrated last-mile network the Company provides customers with convenient reliable and
efficient logistics services.International Expansion: The Company expanded international routes and frequencies with dedicated freighter routes
covering 63 overseas destinations and approximately 14000 international flights operated. Overseas self-operated customs
clearance capabilities airside facilities and warehousing resources were enhanced with total overseas warehouse area
reaching nearly 2.55 million square meters. The Company continues to develop premium cross-border supply chain corridors
connecting China with Southeast Asia Europe and America supporting Chinese enterprises in their global expansion.Looking ahead the Company will continue strengthening its international supply chain network product capabilities andsolutions expertise anchoring its strategic direction as both a “logistics infrastructure provider supporting global supply chaindevelopment” and a “technology-empowered end-to-end integrated solutions provider”. The Company is transitioning from
selling standardized logistics resources to delivering industry-tailored supply chain solutions and positioning itself as the go-to
logistics partner for Chinese enterprises expanding products and production capacity overseas.Comprehensive Logistics Solutions Empowering Industrial Commercial and Consumer Upgrading
Leveraging a robust product matrix and end-to-end service capabilities the Company captures evolving trends from
manufacturing to commercial circulation and responds efficiently to diversified and customized customer demands.In serving the industrial manufacturing sector the Company empowers industrial manufacturing to enhance quality and
operational efficiency facilitates the industry’s transition toward high-end and intelligent development and positions itself as
a key logistics partner in industrial upgrading and the cultivation of new quality productive forces.For high-end manufacturing customers across telecommunications and high-tech industrial equipment consumer electronics
and new energy vehicles the Company delivers tailored and highly responsive supply chain solutions. Supported by leading
digital and intelligent capabilities the Company also provides integrated solutions encompassing smart supply chain systems
intelligent industrial park operations and automated warehousing. In alignment with the accelerating wave of capacity
globalization the Company has established Asia-Pacific-centric cross-border and end-to-end logistics corridors offering
full-chain services that span domestic origin consolidation multimodal transportation by air sea and land efficient customs
clearance last-mile delivery and integrated overseas warehousing and distribution. The Company delivers diversified and
high-quality logistics solutions that drive coordinated efficiency across the industrial value chain and support the high-quality
transformation and upgrading of advanced manufacturing.In serving the commercial circulation sector leveraging its independent third-party advantage the Company has established
close partnerships with a broad and diversified customer base. Amid the rapid rise of new retail formats and emerging business
models the Company responds with agility to business model evolution accurately captures market opportunities and
supports customers in expanding multi-channel distribution networks and building a D2C (direct-to-consumer) commercial
ecosystem.Annual Report 2025 S.F. Holding Co. Ltd. 021Management Discussion and Analysis
As retail formats continue to evolve toward integrated O2O models the Company provides omni-channel unified inventory
solutions covering both online and offline channels across full product categories connects inventory and sales data streams
delivers best-practice supply chain planning solutions and empowers customers to enhance efficiency while reducing costs.Meanwhile as the instant retail segment gains momentum online fulfillment models are transitioning from far-field models
(single warehouse serving nationwide) to mid-field models (distributed smart warehousing combined with on-demand delivery)
and increasingly toward near-field models (front warehouses or retail stores supported by instant delivery). Drawing on its
extensive nationwide warehousing network integrated warehousing and distribution capabilities and a comprehensive intra-city
on-demand delivery network the Company has established a multi-tier time-definite fulfillment system enabling customers
to strengthen supply chain competitiveness in the evolving retail landscape.In serving the retail consumer sector as diversified demand across cultural and entertainment events sporting events and
integrated travel experiences has risen significantly the Company has extended beyond traditional service boundaries deeply
embedding itself into core consumption scenarios to create tangible value.In the cultural and tourism segment the Company has built a “Seamless Travel Everywhere” service ecosystem that extends
express delivery services to key touchpoints such as transportation hubs tourist attractions and hotels. Through partnerships
with theme parks and major scenic destinations the Company enables visitors to travel with greater convenience and ease. In
the sports event segment as official logistics partner for multiple marathons cycling races and sailing events the Company
has established a comprehensive logistics support system covering pre-event preparation on-site operations and post-event
wrap-up. In the live entertainment segment the Company provides seamless delivery solutions for tickets merchandise and
personal belongings for attendees while offering event organizers full-lifecycle logistics support from setup to dismantling
to ensure smooth event execution. In the public services domain the Company has expanded into university campuses
hospitals supermarkets and other everyday settings comprehensively supporting daily consumption and lifestyle needs and
continuously improving residents’ life quality.Industry-Leading Agent Applications Empowering Intelligent Supply Chains
In 2025 the Company developed a comprehensive matrix of AI cognitive decision agents spanning over 30 core business
scenarios including forecasting planning marketing and fulfillment with over 5000 agents in operation. Beyond these
applications AI agents have also become essential “digital employees” across marketing operations customer service
international customs clearance and data analytics functions accelerating the intelligent upgrading of end-to-end operations.At the same time the Company’s advanced technology solutions have empowered benchmark customers across industries
including consumer electronics telecommunications technology apparel and footwear and retail food to build intelligent supplychain systems enhancing efficiency and reducing costs throughout their value chains. In the 2025 “Outstanding Logisticsand Supply Chain Cases” released by China Logistics & Purchasing magazine SF Technology’s “Fengzhi Cloud Strategy”
and “Fengzhi Cloud Tower” systems supporting digital supply chain upgrades in the fresh food industry (“豐智雲策”及“豐智雲塔”系統助力生鮮食品行業供應鏈數智化升級) were selected as Exemplary Digital Transformation Cases for Logistics andSupply Chain Enterprises (《物流與供應鏈企業數智化應用案例》) while its “Automated Warehousing and Processing CenterInnovation Practice in Optical Eyewear Industry” (光學眼鏡行業倉儲自動化加工中心創新實踐應用案例) was recognized as
a Leading Innovation Case in Logistics and Supply Chain Applications (《物流行業與供應鏈領域企業創新實踐應用案例》).
022 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
In addition SF Technology was successfully included in Fortune’s 2025 “China Tech 50” list and received more than twenty
industry awards including the Science and Technology Award granted by China Federation of Logistics & Purchasing and the
Shenzhen Artificial Intelligence Award. Internationally the SF Technology’s intelligent planning and logistics decision-making
platform distinguished itself among over 60 countries worldwide earning the prestigious German Red Dot Design Award —
widely regarded as the “Oscar of Design.”
ESG Leadership and Green Supply Chain Empowering Low-Carbon Industrial Transformation
SF’s ESG performance has received broad recognition from leading domestic and international rating agencies with multiple
authoritative ESG ratings placing the Company among the top performers in the industry. In March 2026 the Company’s
MSCI ESG rating was upgraded to AA ranking first among the world’s four largest integrated logistics service providers. Its
Sustainalytics (Morningstar) rating has been maintained at “Low Risk” for four consecutive years (2022-2025) representing
the highest rating within the global express logistics sector. Its CDP Climate Change rating has been B (Management Level)
for four consecutive years (2022-2025) a leading rating in the global express logistics industry. In addition the Company
has been listed for four consecutive years (2022-2025) on the Fortune China ESG Impact List remaining the only express
logistics enterprise in China to achieve such distinction.In response to global decarbonization initiatives the Company formally signed and submitted its commitment to the Science
Based Targets initiative (SBTi) in November 2023 and received official target validation in April 2025 committing to achieving
net-zero greenhouse gas emissions across its entire value chain by 2050.By extending green value creation across the industrial chain the Company has built a low-carbon and high-efficiency
bridge between production and consumption enabling customers to establish greener supply chains. The Company has
independently developed a digital carbon management system for supply chains including the industry’s first waybill-level
carbon emission calculation model. This system enables customers to quantify track disclose and verify greenhouse gas
emissions across multiple scenarios including transportation facility energy consumption and packaging materials. As of
the end of the Reporting Period the Company had delivered customized green and low-carbon supply chain solutions to
over 300 leading brand customers across multiple industries partnering with them to accelerate decarbonization and jointly
advance toward a net-zero future.The logistics markets in China and Asia remain substantial in scale and continue to outpace global growth. The Company
has established leading positions across key core logistics segments. Looking ahead given the vast and fragmented nature
of the addressable logistics market significant opportunities remain for organic expansion.Guided by its vision of becoming the well-respected and the world’s leading digital intelligence
logistics solution provider the Company continues to respond proactively to the challenges of
a volatile uncertain complex and ambiguous (VUCA) environment. Through ongoing internal
transformation forward-looking strategic planning superior service quality and robust technological
capabilities the Company is deeply embedded within the value chains of diverse industries
partnering with customers to create shared value thus positioning itself as their preferred logistics
partner.Annual Report 2025 S.F. Holding Co. Ltd. 023Management Discussion and Analysis
Business Development of the Company
Time-Definite Express Services
In 2025 the Company’s time-definite express business achieved a revenue of RMB131.05 billion representing a
year-on-year increase of 7.2%.In response to these evolving consumption patterns and upgraded market demands the Company has focused on “enhancingproduct competitiveness” and “deepening channel penetration across diversified scenarios” as its core strategic directions.Through service enhancement channel expansion scenario-based solutions and hub empowerment initiatives the Company
has further consolidated its industry-leading position in time-definite services delivering superior shipping experiences and
supporting high-quality business growth.In December 2025 the Company launched its “Peace-of-Mind Delivery * On-Time Guarantee” service initially covering its
SF speedy express products. Customers placing orders through official channels are eligible for cash or voucher compensation
in the event of delays attributable to the Company. The service was initially launched in cities including Dalian Shenzhen
and Qingdao covering hundreds of reciprocal delivery routes and will be progressively expanded nationwide. This service
commitment is underpinned by the Company’s long-standing investments in infrastructure technology and operational
management setting a new benchmark for premium time-definite service quality.In terms of network development the Company continued to densify its same-day delivery network coverage optimize same-
city order cut-off times and add over 9000 new high-speed rail and air same-day delivery routes. It further supplemented
intra-provincial and economic circle express routes continuously expanding same-day delivery service coverage. Meanwhile
the Company increased resource allocation in third- and fourth-tier cities. Through flexible line-haul connections same-city
delivery integration and coordinated aviation resource deployment the Company significantly improved service timeliness in
lower-tier markets laying a solid foundation for expanding regional markets.Management Discussion and Analysis
Guided by the philosophy of “scenario-based products and personalized services” the Company has designed
tailored solutions for different industries and scenarios focusing on customer value and breaking traditional service
boundaries.In the cultural and tourism sector guided by the principle of “Seamless Travel Everywhere” the Company has extended its
services across more than 300 scenic sites 20000 hotels and 500 transportation hubs and partnered with over 20 leading
cultural tourism brands to expand 27 specialized service offerings. SF has evolved beyond a traditional express service provider
to become an ecosystem builder and scenario solution expert delivering integrated intelligent and premium services. For
example in partnership with a national winter sports operator the Company has achieved full network coverage across ski
resorts nationwide and established the industry’s first intelligent warehouse dedicated to winter sports offering one-stop
services for equipment shipping storage maintenance and repair.In CBD scenarios the Company integrated one-stop services into commercial building ecosystems by co-establishing express
service centers with property management companies. For example within a CBD cluster in Jinan the Company developed
an integrated unmanned logistics system connecting air ground and building levels anchored by a SF shared distribution
center and supported by autonomous vehicles and building robots. In campus scenarios the Company accelerated channel
penetration by establishing over 200 new campus express service centers delivering standardized and digitalized logistics
services for universities while actively exploring industry-academia cooperation and entrepreneurship bases to deepen
integration between education and industry. In residential communities the Company strengthened collaboration with
premium property management companies achieving additional exclusive entry into more than 10000 residential communities
and fostering deeper community engagement in 2025 through online connections with property management platforms or
offline stores.To address the demand for highly efficient supply chains in high-end manufacturing sectors the Company leverages
its professional aviation solutions and precise and efficient transportation services to position logistics as a critical
enabler of supply chain efficiency and certainty.Through flexible deployment of dedicated freighter aircraft and commercial cargo capacity combined with AI-driven demand
forecasting and full-process visibility systems the Company achieved optimal capacity allocation. In 2025 it expanded usage
to over 4000 passenger cargo flights improving load factors on commercial flights. On the transit front the Company has
expanded its dedicated aviation large-parcel intelligent transit hubs to 34 locations while direct pickup and delivery services
between customer premises and airports are now available in 174 cities. These initiatives effectively reduced fulfillment costsfor air large-parcel shipments. In terms of business expansion the Company implemented a “dedicated personnel and priorityrouting” direct delivery model and utilized intelligent algorithms to secure optimal cargo space in advance enabling urgent
shipments to be dispatched and delivered on the same day. Leveraging its proprietary freighter fleet and intelligent scheduling
systems the Company provides customized packaging and end-to-end protection for high-end manufacturing goods medical
equipment seasonal fresh produce and large-scale industrial machinery.In addition the Ezhou cargo hub is building a globally leading integrated system combining a “hub-and-spoke air networkmultimodal transport and smart logistics” providing strong support for industrial upgrading. As of the end of 2025 the
Company had cumulatively launched 59 domestic routes and 22 international routes at the Ezhou cargo hub with international
air cargo throughput increasing by 85% year-on-year.Leveraging the Ezhou cargo hub multiple global leading 3C brands have achieved ultra-efficient warehousing and distribution
fulfillment while premium and intelligent manufacturing enterprises have established processing spare parts maintenance
and return centers. Pharmaceutical e-commerce platforms have implemented dedicated pharmaceutical warehouses within
the hub to enable rapid nationwide fulfillment. The Company was among the first within the customs-controlled area of the
hub to obtain AEO Advanced Certification from customs authorities significantly enhancing import and export clearance
efficiency. Through seamless air-to-air transfers efficient operation of comprehensive international cargo terminals and the
formal activation of the cross-border e-commerce comprehensive pilot zone the Ezhou cargo hub continues to attract trade
flows and industrial clusters with its outstanding logistics efficiency serving as a vital gateway connecting global markets and
generating incremental growth for the Company’s air freight business.Annual Report 2025 S.F. Holding Co. Ltd. 025Management Discussion and Analysis
Economy Express Services
In 2025 the Company’s economy express business achieved a revenue of RMB32.05 billion representing a year-on-
year increase of 17.6%.In the first half of 2025 amid a moderation in overall consumption growth competition intensified in the e-commerce express
delivery market. With the implementation of industry-wide regulatory guidance on discourage excessive competition market
dynamics in the second half of the year gradually returned to rational development with average pricing improving quarter-
on-quarter and competition increasingly centered on service quality and value creation. During the Reporting Period the
Company’s economy express business achieved scaled growth with growth rates outperforming the industry average and
resulting in further gains in market share.Attributable to expanded business scale and enhanced network capacity utilization the Company adhered to the
core principle of balancing scale and profitability.On one hand the Company focused on key premium categories selectively expanding business scale. Leveraging its position
as an independent third-party logistics provider it deepened collaboration with leading e-commerce platforms and proactively
adapted to emerging business scenarios. Through headquarter-to-headquarter partnership models the Company secured
instant retail service scenarios from several leading e-commerce platforms further expanding its high-quality business sources.On the other hand the Company continued to drive operational model transformation effectively reducing costs across various
segments. It advanced the optimization of its economy express operating model through a series of initiatives – including
establishing dedicated sorting outlets and implementing tiered resource allocation – all contributing to cost optimization.In respect of integrated warehousing and distribution services the Company enhanced fulfillment capabilities by
constructing a multi-tier warehouse network upgrading warehouse automation and strengthening synergies between
warehousing and delivery networks. These efforts enabled the Company to provide omni-channel unified inventory
solutions for customers across multiple industries.In 2025 the Company successfully completed the deployment of fully automated benchmark warehouses for leading brands
in the home appliance and beauty sectors achieving integrated To B and To C fulfillment across all product categories and
channels. This comprehensive integration significantly improved inventory efficiency and reduced operating costs for customers.The Company also pioneered the development of shared reverse logistics and refurbishment centers for multiple brands.For example in the footwear and apparel sector warehouse-side services were extended beyond basic quality inspection to
include label verification cleaning and garment finishing thereby accelerating inventory turnover for customers. In addition
the Company provided proximity-based instant fulfillment services for several supermarket platforms and leading retail chains.For a major supermarket client the Company established a 24/7 dedicated forward warehouse model optimizing overall
fulfillment timeliness operational efficiency and food safety standards.In terms of equipment investment and operational efficiency the number of automated devices deployed in warehousing
operations increased by 63% year-on-year in 2025 with nine new categories of automation equipment introduced. These
enhancements covered the full spectrum of warehouse operations including storage picking material handling cleaning and
security resulting in a 38% improvement in labor productivity. Meanwhile the Company comprehensively deployed AI RPA
intelligent algorithms and foundational system platforms across the end-to-end warehousing workflow. As of 2025 more than
60 intelligent operational scenarios had been rolled out effectively improving warehouse operation efficiency.
026 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Freight Delivery Services
In 2025 the Company’s freight delivery business achieved a revenue of RMB42.13 billion representing a year-on-
year increase of 11.9%.SF Freight has consistently focused on enhancing product quality in response to customer needs. Leveraging strong product
competitiveness SF Freight has continued to expand its market share. In 2025 shipment volume grew by over 27% year-
on-year outperforming the industry average. SF Freight continuously refined its operations across multiple dimensions
including product upgrades network planning and technological empowerment. These efforts strengthened service quality
while helping customers optimize costs enabling SF Freight to precisely match its diverse and multi-tiered service offerings
to varied customer requirements.Deepening Leadership in the High-Quality Freight Market to Meet Diverse Emerging Scenario Needs: The Company
continued to strengthen its “fast precise and stable” time-definite service system for large parcels accelerating core routes
deliveries. During the year over 2300 routes were upgraded for faster transit speed. Meanwhile product upgrades included
a multi-tier time-definite portfolio featuring “Same-Day Freight” and “Next-Morning Freight”. By clearly defining time-definite
performance within specific geographic coverage the Company increased transparency and predictability for customer
perceptions.Service stability and overall quality improved significantly with customer complaint rates declining by more than 20% further
reinforcing the Company’s industry-leading service reputation. The Company deeply cultivated 12 major industry scenarios
and 53 sub-scenarios integrating product capabilities with tailored industry solutions. For example in emerging scenarios
such as cultural tourism creative industries concerts skiing events and exhibitions the Company developed differentiated
service capabilities tailored to customer requirements. In traditional segments such as home appliances and furnishings
SF strengthened its integrated services including disassembly inspection installation and recycling enhancing consumer
experience while enabling merchants to improve operational efficiency.Building a High-Performance LTL Network for Industrial Sectors: Focusing on industrial production scenarios the Company
optimized its network structure operational models and resource allocation to establish a high-quality and cost-effective LTL
network tailored to industrial needs. Through cooperation with leading PTL service providers such as Dekun the Company
streamlined routes and reduced transfer nodes thereby enhancing transit time performance and lowering damage rates.Average daily integrated cargo volume exceeded 1600 tonnes with marked improvements in time-definite performance and
service quality following integration.At the same time the Company strengthened end-to-end operational standards by upgrading vehicle types and equipment
to enhance oversized cargo handling capacity in industrial zones. Through vehicle compartment modifications investment in
loss-prevention equipment and operational process adjustments cargo damage rates were reduced by over 20%. In 2025
SF Freight’s directly operated industrial large-parcel shipments (above 100 kg) increased by more than 60% year-on-year.Annual Report 2025 S.F. Holding Co. Ltd. 027Management Discussion and Analysis
Strengthening the Franchise Network to Drive Steady Growth: SX Freight continued to build a high-quality franchise freight
network leveraging core network capabilities and high quality to drive scale expansion and enhance customer experience.In 2025 the total number of outlets exceeded 23000 with 88% township coverage solidifying its top-three market position
in the franchised freight delivery market.SX Freight focused on the e-commerce sector and industrial LTL markets by increasing network density and reducing operating
costs. It continued to increase investment in core resources such as facilities line-haul routes and automation equipment
strengthening product competitiveness. Transit time improved by 3.2 hours and customer complaint rates declined by 36%.Through integrated route planning and external resource collaboration SX Freight built differentiated line-haul capabilities to
sustain growth.Complemented by synergistic operations with SF Freight SX Freight and Dekun the Company’s expanding delivery scale and
rising operational efficiency continue to generate mutual value for customers partners and the enterprise.Cold Chain and Pharmaceutical Logistics
In 2025 the Company’s cold chain and pharmaceutical logistics business achieved a revenue of RMB10.61 billion
representing a year-on-year increase of 8.1%.Fresh and Seasonal Food Logistics Services
The Company has continued to deepen its presence in the e-commerce-driven distribution of agricultural products serving over
5500 fresh produce varieties nationwide. In 2025 cargo volume of specialty agricultural products exceeded 8 million tonnes
effectively supporting the transformation and upgrading of local agriculture and contributing to income growth for farmers.Focusing on nationwide specialty production regions the Company further advanced its differentiated “one region onespecialty” cultivation strategy. In 2025 the Company successfully incubated a range of new product categories including
fresh fruits regional snacks seedlings and nursery plants and cured meat products covering core production regions across
Northwest North East and Southwest China. Parcel volumes for most newly developed categories increased by over 100%
year-on-year and the Company was designated as the preferred logistics service provider for local specialty agricultural
products in certain categories.Leveraging its core strengths in production-to-sales matchmaking the Company collaborated with leading short-video
platforms to launch the themed campaign “Speaking for My Hometown” empowering niche agricultural products to enhance
brand recognition and expand market reach. The Company also established an innovative influencer partnership framework
drawing on its longstanding expertise in premium agricultural logistics to precisely connect livestream hosts with agricultural
suppliers. This initiative opened new sales channels for farmers while generating incremental fresh produce shipment volumes.In cross-border fresh produce logistics the Company pioneered an integrated model comprising “multi-origin consolidation –professional cold storage – pre-clearance customs declaration – direct air transport” thereby establishing dedicated export
corridors for live and fresh agricultural products. Through pre-clearance customs declaration review full-process temperature
control monitoring and prioritized transfer mechanisms the Company achieved delivery timeliness of 33 hours to Singapore
and 7 hours to South Korea. Fruit survival rates and freshness compliance rates ranked among the highest in the industry
enabling domestically harvested seasonal fruits to retain “tree-fresh quality” even after traveling thousands of kilometers and
successfully enter premium overseas fresh produce markets.
028 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Food Cold Chain Logistics Services
In 2025 the Company’s food cold chain logistics focused on integrated warehousing and distribution large-item cold chain
freight and cold chain store delivery while continuously advancing scenario prioritization strategic optimization and service
capability upgrades to support steady business growth.In the integrated warehousing and distribution segment the Company achieved simultaneous expansion in business scale
and service capabilities by enhancing warehouse service competitiveness broadening market coverage strengthening platform
partnerships and deepening engagement with leading customers. Centered on core product categories the Company builtdifferentiated competitiveness through a combination of “multi-warehouse next-day delivery high-quality fulfillment and costreduction via reusable packaging.” The Company further deepened strategic collaboration with a major e-commerce platform
jointly hosting 23 merchant recruitment events across 18 regions to expand commercial traffic and undertake fulfillment
responsibilities. Leveraging a front-warehouse short-haul fulfillment model with a next-day delivery fulfillment rate of 90% the
Company supported platforms and merchants in scaling their instant retail operations.In the cold chain freight segment the Company focused on online supermarket platforms and key offline retail chains
achieving meaningful breakthroughs among major food brand customers. By rolling out direct-dispatch multi-stop delivery
models in East and South China the Company significantly enhanced regional delivery efficiency and customer coverage.Additionally the Company implemented a combined strategy of “operating model innovation targeted promotion and dedicatedcustomer strategies” across 52 key specialized markets nationwide accelerating business expansion. By establishing bi-
directional scheduled trunk routes within the Pearl River Delta economic zone and deploying dedicated lanes for Yunnan
flowers fruits and vegetables as well as other specialty agricultural products the Company delivered rapid growth in its cold
chain freight business.In cold chain store delivery the Company leveraged its industry-leading supply chain management expertise and applied
digital and technology-enabled solutions to deepen penetration across high-potential segments including tea and coffee
chains Western fast food Chinese chain restaurants and upstream producers. The Company provided multi-scenario and
end-to-end digital-intelligent supply chain services while continuing to support customers’ expansion into lower-tier markets.In niche segments such as Congee noodles and rice-noodle Chinese chains the Company actively explored innovative service
models. By leveraging a diversified service portfolio the Company enabled customers to integrate multi-channel systems and
optimize resource allocation thereby flexibly capturing incremental market opportunities.To facilitate global F&B expansion the Company has empowered leading Chinese beverage brands supporting the
successful launch and operation of hundreds of stores across markets including Singapore Malaysia Canada Australia the
UK and Germany. It provided comprehensive support to customers’ domestic suppliers including training on destination-
country product labeling and customs compliance requirements to ensure regulatory adherence. In addition the Company
integrated the export demands of multiple customers to improve container load rates and shorten delivery lead times. The
Company further delivered end-to-end supply chain services covering domestic first-mile collection international trunk
transportation and overseas last-mile delivery while also providing localized warehousing and distribution services at destination
markets. Cooperation between the Company and catering brands continues to deepen with expansion into additional countries
and store networks.Annual Report 2025 S.F. Holding Co. Ltd. 029Management Discussion and Analysis
Pharmaceutical Logistics Services
In 2025 the Company systematically mapped 27 core logistics scenarios across the full pharmaceutical value chain covering
upstream (raw materials and manufacturing) midstream (finished products and distribution) downstream (end customers
and after-sales) as well as in-hospital standardized logistics. The Company continued to deepen its presence across four
key supply chain segments namely precision temperature-controlled logistics ambient logistics international logistics and
hospital logistics.In the precision temperature-controlled segment revenue growth approached 30% in 2025. Leveraging last-mile resources
within the Company’s express delivery network and combining frontline courier empowerment with standardized operating
procedures the Company achieved nationwide coverage for precision temperature-controlled last-mile delivery. This enabled
the Company to provide reliable 2C door-to-door precision temperature-controlled fulfillment services for leading e-commerce
platforms and merchants. During peak demand periods such as the Double-11 shopping festival daily order volumes increased
by two to three times while operational quality remained stable and customer satisfaction remained among the highest in
the industry.In the hospital logistics segment the Company focused on Grade IIIA hospitals and pursued deep scenario-based
penetration. Through on-site deployment models the Company extended the hospital logistics service chain and established
a scalable benchmark operating framework. In 2025 the Company successfully developed a hospital logistics benchmark
case collaborating with a leading hospital to implement 15 logistics service scenarios spanning the full patient journey
including admission inter-hospital transfers in-hospital logistics and discharge. The Company also deployed intelligent
logistics equipment such as autonomous vehicles supporting the development of smart hospitals and contributing to a new
ecosystem for intelligent healthcare logistics.Within the broader pharmaceutical supply chain services segment overall business growth remained stable with
particularly strong performance in traditional Chinese medicine logistics. The Company’s services expanded across multiple
supply chain stages including transportation warehousing and raw material logistics and several industry benchmark
partnerships were successfully implemented. In addition leveraging the Ezhou cargo hub the Company established a
dedicated customized ambient pharmaceutical warehouse for a leading e-commerce platform. By adopting an integrated
“Upper-layer warehouse lower-layer sorting” operating model and combined with the hub’s extensive route network the
Company enabled efficient nationwide fulfillment from a single warehouse.In terms of international expansion the Company achieved multiple breakthroughs in cross-border precision temperature-
controlled logistics in 2025. It established air and sea transportation capabilities for pharmaceutical-grade temperature control
as well as multi-country transit solutions for magnetic battery-powered high-value and fragile medical devices. Customized
logistics solutions were successfully implemented for projects such as active pharmaceutical ingredient exports to Southeast
Asia and medical devices and innovative drug exports to Europe and America effectively supporting customers’ international
market expansion.
030 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Intra-city On-demand Delivery
In 2025 the intra-city on-demand delivery business of the Company achieved a revenue of RMB12.72 billion
representing a year-on-year increase of 43.4%.The expansion of the on-demand retail industry and rising market demand drove robust revenue growth in the Company’s
intra-city on-demand delivery business while technology and lean management drove operational efficiency and quality
improvements resulting in the net profit of the intra-city on-demand delivery segment doubling year-on-year and reaching a
record high.Seizing opportunities in the on-demand retail industry and deepening collaboration with merchants platforms and
consumers:
In terms of the merchant cooperation SF Intra-city leveraged its flexible and scalable nationwide capacity network to deliver
high-standard service commitments to major key accounts. Market share among multiple major key accounts remained
leading and continued to increase with over 7900 newly added cooperating stores within the year. By broadening customer
acquisition channels and optimizing collaboration processes the Company enlarged the merchant base and enriched the
merchant categories for small and medium-sized merchants. Concurrently the Company actively provided efficient and cost-
effective end-to-end solutions for wider and more diversified traffic platforms covering a variety of to-home delivery scenarios
such as live-streaming e-commerce and supermarket delivery within an hour. In 2025 the number of active merchants of SF
Intra-city reached 1.12 million representing a year-on-year increase of 72%.In terms of individual consumer services SF Intra-city was dedicated to providing industry-leading professional on-demand
fulfilment services reinforcing the brand image as “SF Intra-city the first choice for urgent delivery of valuable items”. By
continuously expanding the scope of the “Exclusive Delivery” service the Company provided customers with enhanced security
timeliness and personalized service experiences. During the Reporting Period revenue from the “Exclusive Delivery” product
doubled year-on-year. Building upon cultural tourism and local lifestyle scenarios innovative local services such as Hanfu
rentals luggage delivery and laundry and shoe-cleaning were introduced. SF Intra-city continually optimized brand promotion
and channel marketing strategies achieving over 26.06 million annual active consumers in 2025.Driving multi-scenario service upgrades in core industries highlighting flexible capacity network efficiency:
SF Intra-city optimized products and services centered on core industries and categories providing chain catering customers
with multi-channel centralized order management and delivery services to support digital operation and providing supermarket
retail customers with customized solutions including city-wide long-distance delivery warehouse-to-store one-hour delivery
and “front-warehouse + intra-city on-demand delivery” solutions. Delivery revenue from the supermarket sector grew by over
80% year-on-year during the Reporting Period. Furthermore SF Intra-city established an integrated supply chain solution
comprising “warehousing + transport + intra-city on-demand delivery” through resource synergies with the Group’s other
business segments cooperating with the Group to collectively expand customer base and enhance customer loyalty.Annual Report 2025 S.F. Holding Co. Ltd. 031Management Discussion and Analysis
Intra-city service coverage was further expanded to nearly 2400 cities and counties nationwide including over 1400 county-
level areas with sustained efforts to diversify products and services in lower-tier markets. Through deepening business district
operation and optimizing network structure network coverage density and quality were improved simultaneously with the
scale of profitable business districts nearly doubling year-on-year. In 2025 the Company’s overall fulfilment in-time rate was
approximately 95% with an average delivery time of 22 minutes for orders within 3 kilometers. Fluctuations in the fulfilment
in-time rate during holidays and adverse weather conditions were no more than 3 percentage points.Deepening technology empowerment across the entire business chain to drive enhanced quality and efficiency in
fundamentals:
SF Intra-city continued to deepen operational digitalization and AI-driven decision intelligence across the entire business
chain strengthening intelligent multi-channel order integration dispatch capabilities and end-to-end operational assurance.Through precise timeliness prediction and dynamic resource allocation it empowered merchants to improve digital operation
efficiency. At the same time it deeply integrated real-time traffic conditions and rider preferences into order allocation and
route planning optimizing the service experience for both riders and customers.SF Intra-city actively promoted the multi-scenario application of artificial intelligence technology in core business scenarios
while also deepening the large-scale application of smart logistics and unmanned delivery technology across diversified
commercial scenarios. The Company’s unmanned vehicle operation has demonstrated successful implementation experience
across diversified scenarios including last-mile delivery food delivery and campus delivery providing one-stop unmanned
vehicle operation solutions for various customers continuously improving the operational efficiency and service quality.Supply Chain and International Business
In 2025 the Company’s supply chain and international business achieved a revenue of RMB72.94 billion representing
a year-on-year increase of 3.5%. Due to global trade volatility and the moderated demand for freight services ocean
freight rates have declined notably compared to the same period last year which impacted the revenue growth of the
international freight forwarding business of the Company’s controlling subsidiary KLN. Nevertheless leveraging its global
network advantages and diversified product portfolio the Company responded to market changes with agility and captured
new opportunities arising from the growing overseas expansion of Chinese enterprises. Consequently the revenue from the
supply chain and international business segments of SF (excluding KLN) increased by 32.3% year-on-year.Supply Chain Business
To accelerate the implementation of digital and intelligent supply chain strategy in the fourth quarter of 2025 the Company
conducted a comprehensive reorganization of its internal supply chain business operations and formally established a
Supply Chain BG at the Group level. The BG is organized into seven industry segments including high technology industrial
equipment automotive consumer goods retail food retail and catering and life sciences complemented by a self-aligned
organizational structure and management mechanisms to support rapid expansion of the Group’s supply chain business.
032 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
High-Tech Industry
In 2025 the Company achieved multiple breakthroughs in its high-tech industry logistics business:
Consumer Electronics
Collaboration in emerging product categories delivered notable results. Leveraging its deep penetration across supply chain
scenarios the Company’s annual logistics revenue from a patio robotics customer exceeded RMB10 million. Logistics revenue
from a 3D printer customer increased six-fold year-on-year with services expanded to integrated warehousing and distribution
operations in South China and M?nchengladbach Germany. In response to capacity relocation trends the Company launched
the “China-Vietnam Smart Express” cross-border solution providing leading ODM customers with fully visualized end-to-end
China-Vietnam supply chain services. This enabled 100% visibility across cross-border processes reduced communication
costs at disruption points by 50% and improved port congestion resolution rates to 92%. Meanwhile the Company developed
a “Vietnam-Ezhou-Europe/United States” end-to-end air freight solution for finished goods for top-tier consumer electronics
brands facilitating the export of high-end Asia-Pacific consumer electronics to Western markets.Smart Living Appliances
The Company empowered the international operations of a leading home appliance brand achieving comprehensive coverage
across supply chain stages in Southeast Asian markets including Thailand Indonesia and Vietnam. Services included VMI
warehouse-to-factory pickup import and export customs clearance and cross-border land transportation in Thailand;
finished-goods warehouse operation local transportation between VMI warehouses factories and finished-goods warehouses
in Indonesia; and finished-goods warehouse operation and export customs clearance services in Vietnam. These initiatives
progressively established a Southeast Asia cross-border transportation and localized warehousing and distribution network
providing robust support for overseas capacity expansion in the home appliance sector.Telecommunications Equipment and Servers
The Company set high-end service benchmarks for the industry by focusing on core computing-power cities and delivering
professional solutions including spare parts warehousing and distribution end-to-end digital support for server room migration
as well as refined last-mile services such as server installation and removal and waste disposal. These solutions have been
successfully implemented in projects for leading domestic telecommunications equipment manufacturers.Annual Report 2025 S.F. Holding Co. Ltd. 033Management Discussion and Analysis
Industrial Equipment Industry
In 2025 the Company’s logistics revenue from the industrial equipment sector achieved rapid growth particularly in engineering
machinery new power equipment MRO embodied intelligence and industrial automation.Benchmark Intelligent Warehouse for Industrial Equipment
The Company undertook the intelligent warehouse construction project for a Japanese pneumatic components manufacturer in
China. Leveraging AI algorithms automated equipment and digital technologies the Company delivered advanced capabilities
including intelligent sorting high-bay storage route optimization and real-time monitoring enabling the digital upgrade of
the customer’s warehousing operations. Following implementation storage density increased by 3.5 times and operational
accuracy reached 99% establishing a globally replicable intelligent warehouse benchmark.Warehousing Network Planning for New Energy Equipment
To address a clean energy technology company’s unmet needs in domestic spare-parts network layout and delivery timeliness
the Company designed a “one central warehouse + 21 regional warehouses” model covering network planning regional
warehouse management forward warehouse operations spare-parts transfers and nationwide distribution through a fully
systematized workflow. As a result on-time delivery rate improved from 63% to 91% inventory holding costs declined by
approximately 8% and inventory and outbound accuracy reached 100%.Inbound Logistics for Industrial Manufacturing
The Company optimized inbound logistics for a leading industrial automation enterprise through the successful implementation
of a “Milk-Run pickup and consolidated transportation” model. Addressing issues such as high direct-shipment costs weak
delivery planning and congestion within and outside factory premises the Company customized an integrated solution which
implemented upstream Milk-Run collections and consolidated supply from 18 core suppliers through centralized distribution
and full-truckload transportation. Simultaneously a delivery appointment and visualized scheduling system was established
to enable precise factory entry and direct workshop delivery. Results included optimized logistics costs and a 30% increase
in unloading efficiency. This model has since been replicated across other leading customers strengthening our deep dive
into the production logistics sector and building our capability to provide consolidated efficient and highly visible inbound
logistics services.Southeast Asia Capacity Relocation
For a raw-materials customer relocating manufacturing capacity to Cambodia the Company delivered a one-stop solution
for their large-scale equipment transport and raw material exports as well as the global distribution of their Cambodian
finished products. Domestically the Company designed factory packing solutions for large equipment and completed port
consolidation customs declaration and export. For cross-border execution the Company facilitated bonded transfer through
Ho Chi Minh port area in Vietnam and provided professional customs clearance and trucking services ensuring the smooth
entry of goods into Cambodia directly supporting the successful relocation of the customer’s factory. The project demonstrated
the Company’s prominent Southeast Asia cross-border integration and end-to-end fulfillment capabilities.
034 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Automotive Industry
In 2025 the Company’s automotive industry logistics revenue achieved rapid growth with meaningful breakthroughs across
multiple scenarios including inbound logistics after-sales logistics finished vehicle logistics and line-side logistics. Logistics
service penetration continued to increase. At the same time the Company successfully delivered multiple overseas benchmark
projects in Southeast Asia and Oceania laying a solid foundation for future growth.End-to-End Collaboration and Global Deployment
The Company provides a leading domestic new energy vehicle manufacturer with full-scenario logistics services spanning pre-
production in-plant operations after-sales support overseas logistics and tailored logistics services. In pre-production inbound
logistics the Company established a component transportation network covering OEM plants nationwide increasing its
logistics service share from 8% to 30%. In finished vehicle logistics the Company built regional logistics networks supporting
the customer’s market expansion. In after-sales and reverse logistics services cover multiple spare-parts warehouses
nationwide. Leveraging end-to-end visibility and compliant operations the Company shortened after-sales response times
while reducing spare-parts inventory levels and logistics costs and ensured the safe and efficient circulation of batteries from
end users to recycling centers. In support of this customer’s overseas expansion the Company implemented integrated after-
sales spare-parts warehousing and distribution projects in Thailand Singapore the Philippines Australia and New Zealand
significantly strengthening the customer’s international market competitiveness.Serving Emerging Automotive Brands
The Company provides integrated inbound and after-sales logistics solutions to multiple emerging automotive manufacturers.For a premium new energy vehicle brand the Company delivers inbound logistics VMI warehousing and coordinated supplier
material preparation enhancing supply chain flexibility and production efficiency. In parallel it offers an integrated CDC
warehousing transportation and distribution solution for after-sales logistics covering the entire process from component
suppliers to 4S dealerships. For another emerging brand the Company provides a customized end-to-end supply chain
solution. Through diversified models including cyclic pickups remote consolidation direct vehicle dispatch and near-site
consolidation the Company precisely aligns logistics flows with production rhythms effectively supporting capacity release
and demonstrating strong service competitiveness in the new-energy OEM segment.End-to-End Services and Overseas Warehousing Breakthrough
The Company established a comprehensive logistics system for a leading traditional automaker covering full domestic
scenarios and localized overseas operations. Domestically services span inbound logistics finished vehicle logistics and
after-sales logistics. Overseas the Company successfully implemented a nationwide after-sales spare-parts warehousing
and distribution project in the Philippines.Taking into account the country’s archipelagic geography the Company designed an intelligent distribution network comprising
“one central warehouse plus nine forward distribution nodes” integrating local customs clearance intelligent warehousing
and multimodal transportation resources. This enabled same-day or next-day delivery on the main islands and delivery to
outer islands in as fast as three hours improving delivery timeliness by 35% and significantly reducing customer repair waiting
times while setting a benchmark for localized overseas logistics services.Annual Report 2025 S.F. Holding Co. Ltd. 035Management Discussion and Analysis
Consumer Goods Industry
In 2025 the Company’s logistics revenue from consumer goods sub-segments such as pet supplies entertainment products
and sports and outdoor goods achieved high growth. The Company has established core competitive advantages across
omni-channel integration reverse logistics instant retail fulfillment and brand globalization and successfully delivered multiple
benchmark projects.Omni-Channel “Integrated Packaged” Solutions
The Company secured the China-wide logistics mandate of a leading international cosmetics brand for its omni-channel
“integrated packaged” solutions providing multi-tier omni-channel fulfillment services. Its 2B services cover more than
200 offline stores nationwide while 2C fulfillment handles peak daily volumes exceeding 300000 orders. Leveraging SF
Technology’s OTW end-to-end system the Company enabled real-time inventory sharing precise allocation and centralized
control across all sales channels significantly improving inventory turnover and order fulfillment rates. The Company also
successfully won multiple central distribution center (“CDC”) automation and integrated warehousing-and-distribution projects
for leading domestic and international sports brands demonstrating its full-spectrum supply chain capabilities covering direct
sales distribution networks online and offline channels and both forward and reverse logistics.Reverse Logistics and Value-Added Services
In reverse logistics the Company has built professional quality inspection and refurbishment centers supported by standardized
operating procedures and service benchmarks. These centers have achieved industry-leading performance including a 100%
inspection completion rate within 48 hours and refurbishment success rates exceeding 95%. Such capabilities significantly
accelerate product re-circulation and enhance inventory health for brand owners. In 2025 the Company implemented end-to-
end omni-channel reverse logistics and value-added inspection services for multiple apparel and footwear brands integrating
returns processing quality inspection and product re-circulation into a unified solution thereby strengthening its high-end
consumer goods supply chain service capabilities.Instant Retail Fulfillment
Leveraging a four-tier warehouse network comprising base warehouses regional warehouses city warehouses and front-
end fulfillment hubs — combined with efficient last-mile delivery capabilities – the Company has established a multi-level
fulfillment system enabling rapid delivery from warehouse to store and from store to end consumers. In shopping-district
store delivery scenarios the Company introduced a high-standard last-mile delivery system securing dozens of well-known
international and domestic apparel and footwear brand customers during the year and earning strong customer recognition.In addition supported by its extensive frontline courier workforce and same-city rider resources with deep penetration in
urban commercial districts the Company is able to rapidly fulfill online orders generated by brand-owned stores effectively
supporting customers’ instant retail strategies.Brand Globalization Services
In support of brands’ overseas expansion the Company leverages its global warehousing and distribution network and
international line-haul transportation capabilities to deliver end-to-end cross-border logistics solutions. The Company provides
integrated warehousing and distribution services for a leading domestic sports brand in Vietnam Singapore and the Philippines
while also handling international sea freight from Europe and the United States to bonded warehouses in Singapore and
international air freight from Vietnam to the United States. For another leading sports brand the Company delivers China-
to-Singapore overseas warehouse fulfillment services enabling a unified online-offline integrated packaged solutions through
integrated B2B/B2C warehouses. By supporting both forward and reverse logistics across multiple scenarios the Company
provides a solid logistics foundation for brands’ overseas market exploration.
036 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Retail Food Industry
In 2025 the Company’s logistics revenue from the retail food industry focused on six core categories namely alcoholic
beverages infant and dairy products nutritional supplements pet food and snack foods with key application scenarios
including B2B urban distribution B2C integrated warehousing and distribution and import and export logistics.Nationwide Warehousing Network and Urban Delivery
To address the multi-channel and multi-scenario fulfillment needs of retail food customers the Company established a
three-tier warehouse network comprising central hubs regional warehouses and front-end fulfillment centers. This structure
shortened transportation distances improved order conversion rates and enhanced the end-consumer shopping experience.In 2025 the Company added multiple city-level warehouses including dedicated facilities for alcoholic beverages pet food
and bonded warehouses for imported food products. Urban delivery capacity was deployed across more than 180 cities
enabling 24-hour delivery coverage for over 90% of cities nationwide. During the year the Company successfully secured
integrated warehousing and distribution projects for a leading dairy enterprise as well as urban distribution contracts covering
11 national warehouses for a premium liquor brand.
Multi-Temperature Supply Chain for Nutritional Products
In collaboration with a leading nutritional supplement brand the Company developed a smart supply chain solution for high-
end nutritional products. To meet the customer’s requirements for multi-temperature storage and omni-channel distribution
the Company invested in dedicated multi-temperature food warehouses in Guangzhou and Taicang supported by proprietary
freshness-preservation packaging and end-to-end precision temperature control. As a result 75% of freshly prepared stewed
tonic orders achieved “same-day preparation and next-day delivery.” During peak promotional periods order volumes surged
by eight to ten times while fulfillment remained stable with parcel integrity reaching 99.96% and inventory waste reduced by
30%. In addition the Company supported the customer’s expansion into Southeast Asia through cross-border direct mail
services and overseas warehousing in Vietnam enabling efficient raw material customs clearance and end-market fulfillment.Snack Food Warehouse Network Optimization
The Company played a key role in the warehouse network planning of a leading value-oriented snack food retailer. Using the
“Fengzhi Cloud Strategy” system the Company integrated store location data with inbound and outbound logistics flows to
redesign warehouse site selection. The optimized solution reduced distribution costs by 5% and improved delivery timeliness
by 10% creating a replicable benchmark for warehouse network optimization across the sector.Food Import and Export Services
The Company provides one-stop import and export logistics services for a globally recognized snack food brand handling
over 80% of its supply chain logistics requirements. Supported by the Asia-Pacific distribution hub the Company established
an end-to-end logistics network spanning multiple countries and regions delivering integrated services across warehousing
transportation and secondary packaging with high efficiency.Annual Report 2025 S.F. Holding Co. Ltd. 037Management Discussion and Analysis
International Business
In 2025 the Company proactively captured opportunities arising from the restructuring of global supply chains and the
accelerating globalization of Chinese enterprises. In response to the evolution from “product exports” to “capacity globalization”
the Company systematically advanced its international business strategy. It continued to deepen its strategic positioning as
“the One in Asia with global reach” strengthening resource deployment and network expansion across Asia consolidating
its service advantages while progressively building a supply chain service system radiating globally.Establishing an Integrated Intercontinental Backbone Network Across Air Sea and Ground. In 2025 the Company
launched new international cargo routes including Ezhou-Oslo East Midlands Miami and Hanoi bringing the total number of
operated cargo routes to 69. International flights reached approximately 14000 sorties representing a year-on-year increase
of 53%. The Company continued to increase flight frequencies to key regions such as India Japan and Southeast Asia with
peak weekly round-trip all-cargo flights reaching 280. Weekly round-trip routes to India reached up to 60 flights Japan up to
54 flights and Singapore Thailand South Korea and other destinations reached 18-20 flights. Asia-Pacific regional network
density ranked among the industry’s highest. In parallel the Company established new strategic intercontinental routes to
core cities in Europe and America further strengthening connectivity between Asia and key markets in Europe and America
effectively supporting peak cross-border fulfillment and time-definite service commitments.For land transportation the Company established a leading fleet network across the Indo-China Peninsula using the China-
Vietnam corridor as the benchmark. Pilot cross-border rail services between China and Laos and China and Thailand were
launched to strengthen ASEAN core corridors and enhance regional transport stability and cost efficiency. Meanwhile the
Company initiated trial operations of near-sea shipping routes between China and Southeast Asia introducing time-definite
ocean freight products to increase flexibility and service options in cross-border logistics.Upgrading Customs Clearance Capabilities with Enhanced Efficiency and Compliance. The Company continued to
upgrade its global customs clearance capabilities. In 2025 it expanded self-operated customs clearance services at two
additional ports in the United Kingdom and Belgium. Dedicated bonded warehouses were deployed in Japan South Korea and
Malaysia to ensure secure storage efficient circulation and compliant operations. In China the Ezhou cargo hub successfully
obtained its first AEO certification enabling diversified transit and transshipment models and expanding capabilities across
general cargo express and e-commerce shipments. As of the end of 2025 the Company provided customs clearance services
at 94 ports worldwide through self-operated or agency cooperation models. It held 12 domestic AEO Advanced Certification
licenses and operated self-managed customs clearance capabilities at 13 core overseas ports significantly enhancing clearance
efficiency and compliance standards.Expanding Overseas Warehousing Resources and Enhancing Cross-Border Fulfillment Capabilities. The Company
continued to expand and upgrade its global warehouse network. As of the end of 2025 total overseas warehousing area of the
Company reached approximately 2.55 million square meters covering key markets across Asia-Pacific Europe and America.The Company promoted the transformation of warehouses from traditional storage facilities into integrated service platforms.In Vietnam and Malaysia it piloted “production-sales integration warehouses” integrating raw material preparation andfinished goods dispatch. In Germany and the United Kingdom dual-function warehouses for “e-commerce fulfillment + returnsprocessing” were established to enhance e-commerce order fulfillment efficiency and overseas end-customer experience. By
strengthening supply chain warehousing and distribution networks in Asia and expanding high-standard overseas e-commerce
warehouses in Europe and America the Company further enhanced its multi-scenario fulfillment capabilities across cross-
border e-commerce regional distribution and flexible supply chains.
038 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Enhancing End-to-End Global Operations. In China the Company established 15 dedicated international service outlets in
cross-border e-commerce clusters such as Yiwu and Shenzhen. New international small-parcel operating centers were built
in Ezhou and Xiamen to form efficient cargo consolidation and rapid customs clearance channels for outbound shipments.Globally the Company expanded its self-operated network strengthened local team building and deepened strategic
partnerships to enhance last-mile service capabilities. In Asia-Pacific it increased outlet density and commenced self-operated
warehouse operations in core markets. In Europe and America it launched or expanded self-operated operational stations
established proprietary trucking fleets and strengthened collaboration with premium local service providers to enhance the
stability of terminal delivery.Leveraging its resource advantages and diversified product portfolio the Company effectively coordinated complex cross-
border logistics chains to meet customers’ high-quality requirements. In 2025 approximately 65% companies from the Fortune
China 500 utilized the Company’s international services.International Express and Cross-Border E-Commerce Logistics
The Company continued to strengthen its service competitiveness across core Asia-Pacific European and American corridors
with continued improvements in fulfillment timeliness and reliability. On certain key routes next-day delivery fulfillment rates
improved by more than 10 percentage points year-on-year. Enhanced service quality and customer stickiness contributed to
international express and cross-border e-commerce logistics revenue growth of over 27.8% in 2025.Product Excellence and Differentiated Global Offerings. The Company further deepened its presence in core Asian markets.New all-cargo flight routes between Shenzhen and Penang and between Shanghai and Kuala Lumpur were launched enabling
two-day delivery across core China-Malaysia China-Thailand and China-Vietnam corridors. In the Americas leveraging Ezhou
as a strategic hub the Company launched new routes to Miami and increased flight frequencies to both the U.S. West and
East Coasts to five weekly flights. The innovative “China-U.S.–Mexico Air + Truck Multimodal” solution was introduced to
provide efficient cross-border solutions for Chinese manufacturers establishing North American supply chains. In Europe a
multi-port coordinated network was established with products such as the “China-Central Asia-Europe” air-to-air multimodal
solution and express lines covering core economic circles in the U.K. France and Germany. International large-parcel logistics
solutions also achieved key breakthroughs effectively supporting new energy and high-end manufacturing enterprises
expanding overseas. The China-U.K. dedicated line supported by direct flights achieved 16-hour line-haul transit and 4-day
end-to-end delivery ranking among industry leaders in scale.Market Penetration and Ecosystem Expansion Empowering the Globalization of Chinese Brands. The Company
deepened its industry cluster strategy by establishing specialized services in 15 core manufacturing clusters including
Shenzhen Hangzhou and Yiwu serving enterprises’ global expansion. Beyond logistics solutions the Company supported
merchants through resource integration and operational assistance. In the Suzhou wedding apparel cluster business volume
grew by more than 200%. Strategic collaboration with leading global and domestic e-commerce platforms was further
strengthened providing compliant stable and high-quality routes with customized high time-definite end-to-end solutions.While maintaining stability in U.S.-bound routes the Company actively supported e-commerce platforms independent sellers
and manufacturing enterprises to expand into Europe and emerging markets. In 2025 revenue from Europe and Japan
dedicated lines increased significantly becoming an important growth driver.Annual Report 2025 S.F. Holding Co. Ltd. 039Management Discussion and Analysis
International Supply Chain Business
The Company captured opportunities arising from Chinese enterprises’ product and capacity globalization and delivered end-
to-end international supply chain solutions across multiple industries in 2025. It successfully launched specialized products
such as China-Vietnam Smart Express China-India Air Express YiChain Connect the Asia supply chain warehouse network
and overseas large-parcel delivery services achieving breakthrough business growth.Establishing an Asia-Centric End-to-End Supply Chain System. In 2025 along the China-Vietnam and China-India
industrial relocation corridors standardized full-truckload and LTL products under “China-Vietnam Smart Express” and
air express solutions under “China-India Air Express” were launched. The “YiChain Connect” service extended upstream
into raw material and component procurement enabling integrated supply chain coordination from sourcing to production.The Company continued to build warehouse and distribution networks across Asia-Pacific deploying hub warehouses
bonded warehouses e-commerce warehouses and production warehouses to support overseas localization and regional
distribution. To address last-mile bottlenecks in the home appliance and home furnishing sectors it initiated overseas freight
network development and integrated “delivery + installation” services enhancing overseas consumer experiences. Through
resource integration and product innovation the Company achieved a value upgrade from basic logistics to integrated supply
chain services.Deepening Industry Collaboration and Empowering Global Smart Supply Chains. The Company is committed to
transitioning from traditional transportation services to deep supply chain collaboration focusing on key industries and
delivering customized supply chain solutions tailored to customers’ scenario-based needs. In 2025 cross-border supply
chain projects were successfully implemented across consumer electronics smart home appliances new energy industrial
manufacturing automotive coffee and tea beverages and apparel sectors. services covered the entire chain from domestic
consolidation of raw materials and components export customs declaration multimodal transportation import clearance to
overseas local distribution. At the same time the Company through technology empowerment established a cross-border
end-to-end visibility platform deployed unified global warehouse management systems and upgraded automated warehousing
facilities delivering efficient responsive and intelligent supply chain solutions to customers.International Cargo and Freight Forwarding Business
In 2025 due to complex and changing international relations geopolitical tensions and volatile tariff policies international
freight markets continued to face uncertainties. Rapid shifts in trade policies led to a surge in demand and accelerated
shipments ahead of tariff deadline restrictions in the first half of 2025 followed by more cautious demand trends in the third
quarter with overall weak growth and persistent ocean freight rate fluctuations and volatility.Against this challenging environment the Company leveraging its diversified business portfolio and solid customer base
together with strong regional network coverage in Southeast Asia flexibly responded to market changes providing customers
with stable capacity and priority services. Simultaneously capturing global supply chain restructuring and Chinese enterprise
overseas expansion opportunities and benefiting from the growth in demand for Asia-Europe and intra-Asia routes the
Company maintained a stable development trend in international freight forwarding business.
040 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Operational Optimization
In 2025 the Company achieved meaningful reductions in operating costs per parcel and enhanced product competitiveness
through network model transformation resource structure optimization operational innovation and lean management initiatives.Model Optimization
The Company advanced network stratification to establish differentiated operating networks tailored to the distinct
characteristics of small-parcel and large-parcel businesses thereby achieving both specialization and cost optimization.Guided by the principle of lightweight operations for small parcels and professionalized handling for large parcels the Company
continued to migrate higher-weight delivery into the freight network. This approach expanded freight network volume while
releasing capacity at small-parcel facilities to safeguard service quality. With growing large-parcel volume the Company
implemented network model optimization to reduce transit nodes and straighten routes. By the end of 2025 the new model
achieved average daily direct-shipment volume exceeding 5000 tonnes. Meanwhile the Company strengthened its heavy
LTL capabilities with over 4500 direct trunk routes in operation.Technological Innovation
The Company successfully established the first automated cage transfer center in China with daily processing capacity
exceeding one million parcels – the Nanchang Road Transportation Cage Transfer Center – validating the feasibility of scalable
containerized consolidation and transshipment across long-haul backbone networks. As of December 2025 the Nanchang
automated cage transfer center handled over 1.3 million parcels per day on average achieving daily productivity exceeding
4700 parcels per person. Following commissioning the facility significantly improved delivery timeliness reduced loss rates
and customer complaints and effectively released transit capacity at South China and East China hubs.Transit Efficiency Enhancement
The Company continued to secure large-scale facilities in core cities and consolidated multiple sites within single cities to
streamline backbone network nodes and reduce costs. In 2025 facility resources were consolidated and optimized across 9
cities. Additionally the Company implemented flexible suspension mechanisms during off-peak periods including weekends
and holidays significantly reducing personnel route utilities and other variable operating costs.For automation deployment approximately 580 additional automated sorting systems were installed in 2025 substantially
improving capacity and efficiency. Newly introduced ultra-high-speed sorters achieved hourly throughput exceeding 7200
parcels 30% higher than traditional equipment. In addition AI automation solutions were successfully validated in processes
previously reliant on manual labor such as parcel induction and bag consolidation. The Company also explored co-creation
of embodied intelligent equipment with leading manufacturers to advance automation in vehicle loading and unloading.To enhance operational safety and service quality AI-based mis-sorting detection systems were deployed across more than
20 core sorting centers nationwide achieving a mis-sort recovery accuracy exceeding 95% significantly improving sorting
precision and delivery reliability. The Company also piloted flexible sorting models in seasonal agricultural regions. Mobile
sorting vehicles were deployed in seafood and fruit-producing areas to enable “pickup-and-sort” direct dispatch improving
transit timeliness by half a day and ensuring high-efficiency delivery of fresh produce.Annual Report 2025 S.F. Holding Co. Ltd. 041Management Discussion and Analysis
Road Transportation Cost Optimization
The Company transitioned its annual line-haul transportation capacity procurement strategy from a “bidding-first” approach
to a “mutual benefit and co-development” model fostering win-win partnerships with suppliers. Procurement activities were
systematized and made transparent enhancing supplier participation. Through diversified empowerment initiatives the
Company supported suppliers in continuously improving service quality. Intelligent pricing mechanisms were introduced
for short-haul routes covering 194 cities supported by dynamic pricing algorithms. Collectively these initiatives effectively
controlled procurement costs and achieved significant cost optimization.The Company optimized its ground transportation network to maximize delivery consolidation and route straightening. As of
the end of the Reporting Period direct delivery line-haul routes between cities exceeded 6000. Integration with franchise
freight networks and heavy LTL partners increased line-haul capacity and vehicle loading rates. In 2025 the Company
deployed an intelligent land transportation network planning system establishing a full-cycle “pre-event in-event post-event”
resource control model. Intelligent decision-making solutions achieved adoption rates exceeding 80% significantly reducing
transportation costs. The Company utilized intelligent decision-making to form more bilateral routes and relied on intelligent
algorithms to align vehicle operations with driver shifts under a “driver rotation without vehicle downtime” model with trunk
and branch vehicle utilization improving by 8% year-on-year in 2025.The Company deployed approximately 600 intelligent-driving trucks across long-haul trunk routes in 2025. Integrated lane
departure warnings forward collision alerts and driver status monitoring enhanced safety while reducing driver workload
improving both labor and vehicle efficiency. Nearly 3000 autonomous delivery vehicles were deployed across industrial park
shuttle services agricultural product pickups and pharmaceutical distribution. Annual parcel volume transported by unmanned
vehicles exceeded 80 million significantly strengthening last-mile capacity and overall logistics service capabilities.Last-Mile Capabilities Enhancement
The Company advanced its “dense small lightweight” outlet strategy to shorten service distance and enhance customer
interface capabilities. In 2025 6700 new directly operated and agency service outlets were added. As touchpoints became
more distributed primary outlets were streamlined forming a network with diversified touchpoints supported by efficient
main outlets.To further enhance network coverage and address consumption demand in lower-tier markets the Company implemented a
series of key initiatives across channel expansion operating model optimization and corporate social responsibility achieving
a comprehensive upgrade of its coverage footprint. As of the end of 2025 coverage at the county and township levels had
reached 99.8% with further densification at the township level to be pursued going forward progressively completing an
integrated three-tier network spanning counties townships and villages.In addition the Company advanced refined operational management for last-mile delivering tangible cost-efficiency
improvements. Through lean process management at service outlets increased deployment of intelligent sorting equipment
and AI-enabled operational support outlet productivity was enhanced. By establishing intelligent site optimization models and
implementing measures such as outlet consolidation and location adjustments the Company optimized rental and occupancy
costs. It also continued to refine outlet and locker delivery channels increasing the proportion of consolidated deliveries and
further reducing last-mile delivery costs.
042 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Courier Empowerment
In advancing its “Activating Operation Vitality” initiative the Company has introduced diversified incentive mechanisms for
couriers shifting from a traditional control-oriented management approach to an empowerment-driven operating philosophy.Through the implementation of a credit-based authorization framework couriers are granted differentiated commercial
flexibilities – such as marketing discounts and customer engagement privileges – based on their credit ratings thereby
enhancing their ability to develop and retain customers. The Company has also pioneered an industry-first team-based
collaboration model for couriers under which team leaders are entrusted with substantial operational autonomy fostering
collective accountability and professional pride driving simultaneous growth in business development and courier income.In addition the Company has restructured its courier recognition system by launching a comprehensive dual-incentive
framework encompassing both financial rewards and non-monetary recognition meeting diverse intrinsic motivations and
further strengthening engagement organizational belonging and satisfaction.On the digital and tool empowerment front the Company integrated pickup and delivery services into WeCom establishing a
new model for direct interaction between couriers and customers. To date WeCom accounts have connected with over 76
million users saving approximately 270 million phone calls for couriers and significantly reducing customer complaint rates.The Company has institutionalized a “service triangle” model connecting customers couriers and dedicated customer service
representatives achieving 100% grid-based dedicated handling for customers and one-to-one binding between couriers
and customer service representatives. This zero-transfer accountability-based mechanism has enhanced both customer
and courier satisfaction. In parallel the Company has developed a Courier AI Service Center powered by advanced industry
models vertical knowledge graphs and multimodal interaction technologies. Covering all core operational scenarios the system
delivers peak daily real-time responses exceeding 50000 significantly enhancing courier productivity.In terms of talent development and career pathways the Company placed strong emphasis on professional growth and holistic
support for couriers fostering development across multiple dimensions. By optimizing onboarding training processes and
methodologies customer complaint rates attributable to new hires were reduced significantly year-on-year in 2025. Ongoing
training programs were tailored to address couriers’ practical challenges combining scenario-based courses modular
learning content and expert online consultations to deliver continuous empowerment. The Company has also established
a comprehensive online development platform for couriers through which nearly 10000 couriers in 2025 embarked on
diversified career pathways. Among them 1674 transitioned into professional technical roles approximately 1700 advanced
into operational or managerial tracks.Annual Report 2025 S.F. Holding Co. Ltd. 043Global Service Network Coverage
Note: The data below are all as of December 31 2025.Domestic
Prefecture-level
divisions covered in China County-level divisions covered in China
339 2842 Overseas
International express
delivery freight forwarding International small
Prefecture-level divisions coverage County-level divisions coverage and supply chain business parcels business
100%99.8%95200
countries and regions countries and
covered regions coveredGlobal Service Network Coverage
Note: The data below are all as of December 31 2025.Domestic
Prefecture-level
divisions covered in China County-level divisions covered in China
339 2842 Overseas
International express
delivery freight forwarding International small
Prefecture-level divisions coverage County-level divisions coverage and supply chain business parcels business
100%99.8%95200
countries and regions countries and
covered regions coveredGround Railway Sea Freight Air Cargo
Transport Transport
Total volume Total volume of rail shipments Sea freight shipments Global air cargo volume
>16.7billion >2870000 tons ~1150000 TEU ~2800000 tons
Vehicles under operation Lines of railway trains Maritime routes All-cargo aircraft in operation
>230000 1436 >18000 111Ground Railway Sea Freight Air Cargo
Transport Transport
Total volume Total volume of rail shipments Sea freight shipments Global air cargo volume
>16.7billion >2870000 tons ~1150000 TEU ~2800000 tons
Vehicles under operation Lines of railway trains Maritime routes All-cargo aircraft in operation
>230000 1436 >18000 111Service Sorting Warehouses Property
Outlets Hubs Assets
Domestic self-operated & Domestic sorting hubs of
agency & cooperative service outlets express and freight business Global warehouse resources Total land area
>340000 340 >14 million sqm 12.70 million sqm
Overseas self-operated & agency &
cooperative service outlets Overseas sorting hubs & facilities Number of warehouses Total building area
>90000 44 >1500 11.57 million sqmService Sorting Warehouses Property
Outlets Hubs Assets
Domestic self-operated & Domestic sorting hubs of
agency & cooperative service outlets express and freight business Global warehouse resources Total land area
>340000 340 >14 million sqm 12.70 million sqm
Overseas self-operated & agency &
cooperative service outlets Overseas sorting hubs & facilities Number of warehouses Total building area
>90000 44 >1500 11.57 million sqmManagement Discussion and Analysis
Core competitiveness
Efficient and Reliable Global Logistics Infrastructure Network Deeply Rooted in Asia and
Connecting the World
As of the end of the Reporting Period the Company’s service network covered all cities across China while its international
express freight and supply chain businesses expanded to 95 countries and regions worldwide. Its international small-parcel
services reached 200 countries and regions globally.China’s Largest and Globally Leading Cargo Airline and the Largest Air Cargo Operator in China
A comprehensive and industry-leading aviation network forms the cornerstone of the Company’s premium time-definite
services. In 2025 the Company’s total air cargo volume approximately 2.8 million tonnes representing a year-on-year increase
of 15%. Domestic air cargo volume surpassed 1.9 million tonnes accounting for 33.1% of China’s total air cargo volume and
consistently ranking first nationwide. International air cargo volume reached approximately 890 thousand tonnes representing
a year-on-year increase of 18%.As of the end of the Reporting Period the Company operated 111 all-cargo aircraft globally of which 90 are self-operated
aircraft of SF Airlines. Since its establishment in 2009 SF Airlines has become the largest cargo airline in China and one of the
world’s leading cargo carriers. It employs 852 pilots and holds 357 pairs of scarce flight slot resources. In 2025 the Company’s
all-cargo fleet covered 228 global routes with over 60000 flights reaching 74 domestic destinations and 63 international
and regional destinations. Total all-cargo air freight volume exceeded 1.42 million tonnes. Among these international routes
totaled 69 operating over 14 thousand flights and carrying more than 420 thousand tonnes of cargo.In addition the Company maintains deep cooperation with multiple domestic and international passenger airlines to utilize
belly capacity forming a complementary airlift network with broader coverage greater scheduling flexibility and optimized cost
efficiency. In 2025 the Company transported more than 1.37 million tonnes of cargo through over 2.06 million passenger
flights globally including more than 460000 tonnes of international shipments.The Ezhou cargo hub is the first dedicated air cargo hub in Asia and fourth in the world possessing significant strategic
scarcity value. The Company commenced operation of its logistics complex in the Ezhou cargo hub in September 2023. As
of the end of the Reporting Period 59 domestic cargo routes and 22 international cargo routes have been launched. In 2025
the Company recorded over 30000 flight take-offs and landings at the hub representing a year-on-year increase of 11%.The hub’s logistics complex is equipped with 52 kilometers of intelligent sorting lines capable of processing up to 280000
parcels per hour at peak capacity. Fourteen smart customs inspection lines operate in coordination with fully automated
sorting systems to enable efficient customs clearance and dispatch of international shipments. In 2025 international cargo
throughput at the Ezhou cargo hub increased by over 85% compared with that in 2024.Comprehensive Multimodal Transportation Capabilities Addressing Domestic and Cross-Border Needs
The Company commands extensive road rail and maritime transportation resources that operate in synergies with its aviation
network enabling the provision of tailored cost-effective and time-efficient multimodal transportation solutions.As of the end of the Reporting Period the Company operated over 120000 line-haul and short-haul trucks globally as well
as more than 110000 vehicles dedicated to last-mile pickup and delivery.The Company also utilizes diverse railway transportation resources to meet varying product fulfillment requirements. As of
the end of the Reporting Period the Company utilized 964 high-speed railway lines domestically to support time-sensitive
products and 210 conventional railway lines to transport economy products and heavy cargo. Internationally it operated 262
international rail freight routes reaching 45 countries and regions. Total rail cargo volume in 2025 exceeded 2.87 million tonnes.
050 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Furthermore through extensive cooperation with shipping lines the Company has become a leading non-vessel operating
common carrier (NVOCC) across core trade lanes including Asia-Pacific to the Americas. As of the end of the Reporting
Period the Company operated over 18000 maritime routes. In 2025 total maritime cargo volume approached nearly 1.15
million TEUs. Its expansive maritime network enables the Company to provide global customers with stable reliable and
cost-efficient international freight solutions.Global Network of Service Outlets Sorting Centers and Warehouses Supporting Globalization and Localization
As of the end of the Reporting Period the Company had established more than 42000 self-operated and agency service
outlets and customer-facing touchpoints in China along with over 300000 external last-mile partnership service outlets such
as urban parcel stations and rural co-distribution stores providing customers with convenient reliable and efficient logistics
services. Globally the Company operated more than 90000 pickup and delivery outlets – established through both self-
operated initiatives and partnerships with local service providers overseas – effectively supporting cross-border end-to-end
and localized delivery. The Company’s network includes approximately 420000 couriers delivering responsive reliable and
customer-centric services that enhance the overall service experience.The Company has established a highly efficient and intelligent integrated sorting and transit network capable of flexibly
accommodating parcels of varying weights and dimensions. As of the end of the Reporting Period it operated 196 small-
parcel and 144 large-parcel domestic sorting centers fully equipped with advanced automated sorting systems. Overseas
the Company operates 44 sorting and consolidation facilities strengthening its competitiveness in cross-border and overseas
local markets.The Company has established a comprehensive and diversified global warehousing network delivering specialized warehousing
solutions tailored to the unique needs of industries. As of the end of the Reporting Period total global warehouse area
exceeded 14 million square meters including over 9.9 million square meters of self-operated domestic warehouses and over
1.67 million square meters of franchised partner warehouses. Internationally overseas warehouses have been established
in 37 countries and regions totaling nearly 2.55 million square meters efficiently supporting cross-border e-commerce and
international supply chain operations. In addition to ambient storage the Company operates high-standard multi-temperature
food cold storage facilities exceeding 1.01 million square meters and pharmaceutical cold storage facilities exceeding 0.17
million square meters providing high-quality compliant cold chain services.In addition the Company owns and through REIT structures holds significant logistics parks and logistics center assets
across China and Southeast Asia. As of the end of the Reporting Period such properties encompassed a total land area of
12.70 million square meters and 11.57 million square meters of gross floor area. Among these completed and operational
projects accounted for 10.55 million square meters of land area and 9.97 million square meters of gross floor area while
projects currently under construction accounted for 2.15 million square meters of land area and 1.59 million square meters
of gross floor area.Pioneering Logistics Technology Driving the Evolution of Smart Supply Chains
Digital and intelligent logistics solutions constitute a core pillar of the Company’s vision representing both a key strategic
direction and the fundamental embodiment of its core competitive edge. Leveraging its directly-operated model which generates
extensive multi-scenario end-to-end data across diverse industries spanning both production and consumer sectors together
with industry-leading logistics technology applications the Company has established a solid foundation for its transition from
“digitalization” to “digital intelligence” thereby building a distinctive first-mover advantage.Annual Report 2025 S.F. Holding Co. Ltd. 051Management Discussion and Analysis
In 2025 the Company achieved significant breakthroughs in technological innovation and received recognition from various global
and domestic authorities. Its smart logistics network planning and operations projects centered on AI and operations research
technologies were awarded the Franz Edelman Award (Finalist) the China Computer Federation (CCF) Science and Technology
Achievement Award and the Red Dot Design Award among other prestigious honors. SF Technology was also named to the
Fortune China Top 50 Technology Companies (2025) list and received more than twenty awards including the Science and
Technology Award from the China Federation of Logistics and Purchasing and the Shenzhen Artificial Intelligence Award.As of the end of the Reporting Period the Company held 4315 patents and patent applications and 2551 software
copyrights with invention patents accounting for 66.1% of the total patent portfolio. The Company continues to advance
industry-academia-research collaboration and has established ongoing partnerships with leading universities such as Shanghai
Jiao Tong University Peking University and the University of Cambridge in frontier areas including artificial intelligence and
operations optimization thereby promoting technological advancement and innovative applications across the logistics industry.By integrating artificial intelligence big data operations research and digital twin technologies the Company has established
the digital and intelligent infrastructure and central intelligence platform for the entire SF Group globally positioning itself as
the go-to partner for customers’ digital supply chain transformation.the Fortune China Technology
Companies (2025) list the Franz Edelman Award
50 FinalistTop
the China Communications and
the Design Award Transportation Association
Red Dot Logistics and Transportation KeyTechnology Innovation Competition –
First Place: Smart Warehousing and
Logistics Technology
the China Federation of
China Computer Federation Logistics and Purchasing
The Science and Technology the Science and
Achievement Award Technology Award
New Quality Productive the Shenzhen Artificial
Forces Industry Practices: Intelligence Society
Demonstration Case of Shenzhen Artificial
“Artificial Intelligence” Intelligence Award
052 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Deep Integration of Intelligent Technologies: AI Empowering End-to-End Internal Operations
The SF Logistics domain-specific large-model system integrates three core elements — big data algorithms and computing
power — into a cohesive framework tailored to SF’s operational scenarios enabling cross-business collaboration and a
closed-loop “perception-decision-execution-optimization” mechanism. Supported by advanced computing architecture and
general-purpose foundation models the Company has developed multi-agent clusters serving the logistics domain possessing
superior understanding of logistics and supply chain operations. These agents have been deployed in over 30 internal business
scenarios continuously driving intelligent upgrades.As of the end of 2025 the SF large-model platform processes over 10 billion tokens daily with more than 5000 intelligent
agents. The scale and depth of large-model R&D applications continue to grow rapidly.Transportation
Through AI-powered cognitive decision agents the Company has established a “super brain” for holistic logistics network
coordination optimizing both timeliness and costs. In the preparation phase predictive agents diagnose peak volume
fluctuations and issue early warnings enabling rational resource planning while planning agents compute large-scale routing
and vehicle allocation schemes generating over 2000 route simulations within minutes based on the principles of balancing
cost and timeliness optimization. This enables precise capacity matching and transportation cost reduction.Dispatch
Fulfillment agents dynamically forecast parcel arrival times and proactively address risks such as traffic congestion or flight
delays. In cases of flight disruption the system generates alternative solutions such as air-to-air or land-to-air transfers within
seconds evaluating timeliness cost and weather risk alleviating manual coordination complexity and ensuring service reliability.Annual Report 2025 S.F. Holding Co. Ltd. 053Management Discussion and Analysis
Transit
Through image video and operational data analysis the system automatically identifies anomalies and optimization
opportunities. AI detects packaging and label issues replacing manual inspection processes and improving abnormal parcel
handling efficiency. The system intelligently inspects the arrival and departure status of vehicles at the site analyzes key data of
abnormal situations and provides optimization suggestions replacing manual data analysis and realizing digital and intelligent
management and control of transit. These technologies have been deployed across more than 200 sorting centers nationwide.Pickup and Delivery
The Company has developed an “AI Digital Companion” tailored for frontline couriers comprehensively enhancing service
quality and operational efficiency at the last-mile stage. Prior to employees’ on-boarding AI-powered scenario-based
simulations are used to strengthen couriers’ practical competence in pickup and delivery procedures customer services and
business development. During daily operations the AI Courier Service Center provides real-time responses to business inquiries
and waybill tracking requests supporting voice interaction and recording tens of thousands of daily invocations on average.In addition by leveraging an AI-driven proactive outbound calling mechanism to automatically issue service reminders the
system significantly reduces the workload of service outlets managers in monitoring shipment timeliness. This mechanism
effectively mitigates the risk of delayed deliveries and safeguards precise time-definite service commitments.Customer Services
The Company has upgraded customer interaction experience leveraging AI technology. Customers can quickly take orders with
just one vocal sentence or one image. The Company also deploys AI-powered customer service robots for both online and
hotline channels achieving an intent recognition accuracy and appropriate response rate of over 90%. Meanwhile AI assistant
were used to aid human customer service staff throughout the entire process by automatically generating conversation
summaries and filling records which reduces post-call processing time by 20%. The systematic implementation of these AI
applications has significantly improved the work efficiency of customer service staff and achieved effective cost reduction.
054 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Marketing
The Company has developed intelligent marketing agents to achieve end-to-end digitalization and intelligence across the
entire marketing value chain spanning market analysis solution generation and post-campaign performance review. These
agents intelligently monitor market dynamics accurately identify market opportunities and recommend targeted marketing
strategies. By establishing a closed-loop system covering opportunity identification strategic deployment and value realization
the Company effectively supports revenue growth at the frontline. In parallel large-scale models have been deeply embedded
into the full sales lifecycle providing comprehensive support across key stages including opportunity discovery bidding and
pricing contract execution and fulfillment assurance. This integration has materially enhanced sales conversion efficiency and
strengthened the Company’s market expansion capabilities.Supply Chain
Leveraging its proprietary logistics decision-making model the Company delivers optimized outcomes with lower computational
resource consumption faster processing speed and enhanced solution quality effectively addressing core supply chain
decision-making requirements such as route planning and packaging optimization. The model also provides precise and
professional intelligent analytics to support supply chain operations management. In addition through its AI-powered intelligent
wave planning technology the Company integrates multidimensional data – including order structure resource availability
and warehousing distribution — to automatically optimize wave management rules. Even at a scale of millions of orders the
system is able to complete operations through only a limited number of consolidated picking waves significantly reducing
fragmented order handling and materially enhancing overall warehouse picking efficiency.International Business
AI technologies are driving the intelligent upgrade of the Company’s international order placement and customs clearance
processes. At the order placement stage AI-enabled systems automatically assess whether declared items comply with
applicable customs requirements and provide end-to-end guided prompts to customers throughout the submission process
thereby supporting incremental revenue growth. At the customs declaration stage the Company has addressed longstanding
industry pain points — including limited multilingual support lagging rule adaptation the complexity and high error rate
associated with HS code classification prolonged customs inspection cycles and low manual review efficiency — by launching
a suite of intelligent solutions including “Smart Commodity Classification Filing” “AI High-Resolution Inspection” and “AI-Assisted Document Review.” These capabilities enable the precise identification of potential risks in customs declarations.Leveraging large foundation models the system also standardizes and streamlines product descriptions into concise and
compliant declaration names. In the global cross-border HS classification process the Company utilizes its proprietary customs
classification and declaration element recognition models to support intelligent product categorization across 31 countries
achieving a high accuracy rate of 93%.Annual Report 2025 S.F. Holding Co. Ltd. 055Management Discussion and Analysis
Accelerating Unmanned Technology Deployment to Reduce Logistics Costs while Optimizing Efficiency
Transit
In 2025 the Company further strengthened its transit capabilities by deploying approximately 580 additional sets of automated
sorting equipment significantly enhancing automation levels across both small-parcel and bulky-item facilities. At the same
time the Company independently developed and introduced multiple categories of unmanned equipment to improve handling
and sorting efficiency within sorting centers.Flat-Item Sorting Machine
By integrating computer vision with intelligent
induction and distribution technologies this
equipment enables high-speed automated
identification of flat envelopes and small
parcels facilitating efficient three-dimensional
sorting. Each unit currently achieves an
operating efficiency of over 4000 pieces per
hour with a mis-sorting rate of less than
0.01% delivering both speed and accuracy
at scale.AGV Robots
The Company has extensively deployed
AGVs in transshipment operations employing
high-precision SLAM navigation technology.These AGVs operate autonomously without
manual intervention completing parcel
handling and loading/unloading tasks
automatical ly. Leveraging mult i-robot
collaborative scheduling algorithms and
dispatch mechanisms the system enables
intelligent coordination among multiple AGVs
while dynamic warehouse zoning management
allows flexible response to peak demand
periods and ensures high site utilization. End-
to-end route tracing technology generates
digital footprints for each task enhancing
operational transparency and management
visibility. Currently the Company has deployed
over 1000 AGVs with daily handling capacity
reaching nearly ten million shipments.
056 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Warehousing
Leveraging its proprietary Baichuan Digital Supply Chain Platform the Company has developed a flexible intelligent and data-driven automated
warehousing solution. The system features configurable rule engines and process architectures supports integration with mainstream
automation equipment and enables end-to-end automation management across operational nodes. Through a modular workflow engine
and intelligent task orchestration the platform ensures stable high-efficiency warehouse operations at scale. In addition the Company hasstandardized its single-warehouse automation implementation experience into a replicable model enabling the “one standard multi-warehousedeployment” approach to accelerate network-wide rollout.Currently the Company has successfully developed multiple large-scale automated high-bay warehouses and process-automation facilities
across various industries delivering digitalized integrated and automated warehousing solutions for industrial customers.Bin-Type Automated Storage and
Retrieval System (AS/RS) Rack-Based Automated Storage System
Utilizing standardized totes as storage units the bin-type AS/ Comprising ultra-high-density racking structures integrated with
RS enables high-density storage and fully automated retrieval latent-type AGVs this solution achieves exceptional space utilization
operations. The system can be integrated with tote-handling robots and is particularly suited for small-sized item storage. In collaboration
shuttle carriers and high-speed climbing robots to support flexible with a leading international optical eyewear manufacturer the
and efficient material movement. This solution has been widely Company established a strategic demonstration facility featuring
adopted by customers in sectors such as consumer goods and multi-tiered refined inventory management container-level tracking
apparel and footwear delivering scalable automation and enhanced and full-chain traceability capabilities. The system enables real-time
operational precision. inventory visibility and granular management supports automated
piece-level picking of ultra-small components such as lenses and
facilitates precision processing and assembly. As a result the facility
is capable of dispatching tens of thousands of lenses per day with
an accuracy rate exceeding 99%.“Lightning Sort” Intelligent Put-Wall System Autonomous Mobile Robots (AMR):
As a three-dimensional intelligent put-wall sorting solution the The Company has deployed AMR robots across multi-zone
system combines automatic barcode scanning and intelligent picking environments equipped with autonomous path-planning
task dispatch to enable rapid and precise sorting of multiple capabilities that enable flexible material handling and intelligent flow
orders. It supports flexible configuration across eight inbound and management in dynamic and complex settings. Through intelligent
outbound scenarios accommodating diverse frontline operational task decomposition and route optimization algorithms the system
requirements. Compared with purely manual put-wall operations minimizes congestion at picking points and enhances overall
sorting efficiency is improved by 50% to 300% significantly efficiency. Compared with manual picking operations AMR-assisted
enhancing throughput capacity. picking efficiency is improved by 30%.Annual Report 2025 S.F. Holding Co. Ltd. 057Management Discussion and Analysis
Transportation
The Company has achieved large-scale multi-scenario deployment of autonomous delivery vehicles with applications spanning
feeder line transportation short-distance shuttling intra-site transfers campus and commercial district distribution as well as
customized customer solutions. As of December 2025 the Company had deployed nearly 3000 autonomous vehicles across
more than 130 cities nationwide. Leveraging a unified autonomous vehicle service and monitoring platform the Company has
established centralized dispatching and intelligent management capabilities covering multiple vendors and vehicle models
continuously improving the operation quality and efficiency of unmanned vehicles.Technologically Empowering External Customers — Delivering Industry-Leading Digital and Intelligent Supply
Chain Solutions
Supply Chain Consulting and Planning
The Company has comprehensively innovated its supply chain consulting and planning service model establishing an integrated
“Consultative Diagnostics + AI Empowerment + End-to-End Digitalization” solution framework. By combining its deep-rooted
logistics and supply chain expertise with the “Fengzhi” large language model and the “Fengzhi Cloud” system product suite
the Company delivers closed-loop end-to-end services ranging from top-level design to on-the-ground implementation. This
approach enables enterprise-wide supply chain planning coordination and integrated fulfillment digitalization capabilities.The Company’s consulting and digital enablement solutions have been successfully deployed across multiple sectors including
consumer goods chain retail high-end components and telecommunications and digital products. These solutions cover core
scenarios such as intelligent logistics network planning logistics planning collaboration dynamic optimization of warehousing
and distribution networks and integrated execution of logistics and supply chain operations. The services further extend
to broader strategic requirements including industrial chain collaboration overseas expansion and localization strategies
for multinational enterprises operating in China. Through this comprehensive framework the Company provides actionable
advisory and implementation services that drive digital transformation operational efficiency optimization and supply chain
resilience enhancement.For example a leading global consumer electronics ODM enterprise faced the challenge of managing a highly complex supply
chain network comprising dozens of production bases worldwide and thousands of suppliers. The client’s material flows
were intricate and demand forecasting posed significant difficulty. Although the client had implemented information systems
across various business scenarios pronounced data silos fragmented process connectivity and delayed decision-making
hindered operational efficiency extended delivery cycles and elevated costs. In response the Company designed a tailored
consulting and system optimization solution focusing on the full supply chain lifecycle across the client’s China-Vietnam
network encompassing planning procurement logistics production delivery and settlement. By iteratively upgrading digital
systems such as WMS TMS BMS and SRM the Company constructed a logistics management framework optimized for
maximum efficiency and cost effectiveness. This holistic transformation significantly improved inventory health strengthened
operational coordination and enhanced end-customer satisfaction.Management Discussion and Analysis
Intelligent Supply Chain Decision-Making
The Company has established a deep strategic partnership with a leading international retail food brand extending its service
scope upstream into the client’s manufacturing operations by optimizing factory production scheduling through intelligent
planning solutions. Operating in a high-turnover market environment the client confronted three primary challenges: short
product shelf life constraints complex processing requirements and frequent fluctuations in end-market demand. The client’s
traditional production scheduling model — largely dependent on manual experience and rule-based logic — was no longer
capable of responding swiftly to dynamic changes. This resulted in elevated production line operating costs underutilized
short-cycle capacity and misalignment between material supply and manufacturing demand.To address these challenges the Company leveraged its proprietary supply chain optimization algorithms to develop an
integrated production planning and optimization platform covering procurement manufacturing logistics sales and after-sales
service. The platform enables optimized resource allocation across production and procurement functions while supporting
intelligent workforce scheduling at the operational level.As a result the solution significantly improved order fulfillment rates reduced production line changeover time lowered
manufacturing costs and enhanced the velocity of material turnover. Through this end-to-end intelligent optimization framework
the Company enabled the client to achieve leaner operations and more agile demand-driven production management.End-to-End Cross-Border Supply Chain Visibility
Taking as an example the expansion of 3C manufacturing capacity into Vietnam leading enterprises within the value chain
often face a highly complex supply chain landscape characterized by a large number of component suppliers extensive
SKU portfolios and inconsistent product coding and specification standards. During cross-border circulation upstream raw
material suppliers typically arrange transportation and warehousing independently across China and Vietnam resulting in
fragmented resource allocation elevated coordination costs reduced supply chain flexibility and increased management
and monitoring complexity.Following integration with the Company’s proprietary Baichuan Digitalized Supply Chain Platform the client is only required
to consolidate components at the Company’s designated consolidation warehouse in China. Thereafter the entire process
— including domestic transportation customs declaration and clearance cross-border transportation in-country distribution
in Vietnam and inbound handling at overseas warehouses – is seamlessly managed under the Company’s integrated end-to-
end service framework. Throughout this process the Company provides comprehensive logistics visibility and real-time order
routing traceability. Leveraging its digitalized systems the Company further enables flexible cross-border land transportation
scheduling and standardized warehouse operations materially enhancing supply chain agility and process stability.This model substantially reduces the management burden associated with multi-country coordination for lead enterprises
enabling transparent end-to-end international supply chain control and efficient execution. As a result overall supply chain
quality and responsiveness are systematically improved strengthening the client’s global operational resilience.Annual Report 2025 S.F. Holding Co. Ltd. 059Management Discussion and Analysis
Efficient Localized Overseas Operations
When expanding into overseas markets a well-known designer toy brand sought to replicate its domestic warehousing and
supply chain management model abroad with a view to minimizing the learning curve and adaptation costs for its overseas
teams while retaining the flexibility to respond to order volume spikes at controllable cost.In response the Company’s Baichuan Digitalized Supply Chain Platform was deployed overseas in a manner fully compliant
with local laws regulatory requirements and cultural considerations while preserving to the greatest extent possible the
client’s established domestic fulfillment standards and operating practices. This approach enabled the rapid localization
and seamless implementation of the client’s overseas operations. Given the brand’s distinctive “flash sale” characteristics
under which order volumes may surge dramatically within short periods the Company designed and implemented a highly
automated intelligent warehouse solution. The facility integrates multi-level bin robots flexible workstations and electronic
label sorting walls. The core picking zone requires only four personnel to operate while supporting peak outbound volumes of
nearly 10000 orders per day thereby ensuring efficient scalable and cost-effective fulfillment under high-demand scenarios.Premium Service Establishing an Unparalleled Brand Value
The Company has consistently adhered to a customer-centric philosophy striving to deliver service offerings that are not only
of compelling value but also exceed expectations. From express delivery products to comprehensive logistics services and
be-spoke industry-specific supply chain solutions the Company remains deeply committed to honoring the trust placed in
SF by every customer providing services that are both reliable and value-enhancing. As of the end of the Reporting Period
the Company served more than 2.35 million customers with active credit accounts and over 800 million retail customers.In China SF has become the household name and synonym for high-timeliness express delivery service. “Let me SF this to you”
has been equivalent with “express delivery to you”. The Company has built a strong brand reputation centered around “fast”
“reliable” and “premium service” in customers’ mindset setting the industry benchmark for superior customer experiences.As a result many corporate customers and e-commerce platforms actively advertise their use of SF as a symbol of premium
service and brand trustworthiness. By associating their products with SF’s premium services corporate customers and
e-commerce platforms are able to enhance consumer perception of their product quality foster greater trust and improve
sales performance.
060 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
SF’s commitment to excellence has led to unparalleled brand value. Leveraging on its peer-leading service quality and
reputation the Company has built a loyal and highly engaged customer base across various industries becoming the go-
to logistics partner for many top-tier customers. This dedication to premium service has earned SF wide recognition from
customers industry peers and the public alike.In the ranking released by the State Post Bureau SF has been ranked first in public satisfaction with express delivery services
for 16 consecutive years (2009-2024) and the first three quarters in 2025 (no ranking released for 2025). The Company ranked
393rd in the Fortune Global 500 list for 2025 released by Fortune magazine. It has been on this list for four consecutive
years and it is also the first and only Chinese private express delivery enterprise among the Fortune Global 500. Additionally
according to Brand Finance’s 2025 Global Logistics Brand Value Ranking the Company ranked 6th globally and 1st among
Chinese logistics brands.State Post Bureau
1 1 for 16 consecutive yearsNo. No.
in Overall Public Satisfaction in Overall Public Satisfaction in 2024
in the first three quarters of 2025*
*As of the disclosure date of the annual
report the data of express satisfaction
survey for 2025 has not been released
Fortune
393 selected for 4 consecutive yearsrd 2 selected for 9 consecutive years selected for 4 consecutive yearsnd
China ESG
among “2025 Global 500 Companies” among “China’s Most AdmiredCompanies” in 2025 Impact List
Brand Finance
377 selected for 6 consecutive years 6 selected for 7 consecutive yearsth th
among “World’s Top 500 Most Valuable Brands” among “World’s Most Valuable Logisticsin 2025 Brands” in 2025
Annual Report 2025 S.F. Holding Co. Ltd. 061Management Discussion and Analysis
Financial Review
Revenue
In 2025 the total revenue of the Group reached RMB308.23 billion representing an increase of 8.37% as compared to the
same period in 2024. The breakdown of the revenue categorized by industry by operating segment and by geographicalregion is set out below. For details of the development of each major business please refer to “Business Development ofthe Company” in this section.Year ended December 31
20252024
Percentage Percentage Year-on-year
Amount of revenue Amount of revenue amount change
RMB’000 RMB’000
Total revenue 308226647 100.00% 284420059 100.00% 8.37%
Categorized by industry:
Logistics and freight forwarding 301499641 97.82% 276275771 97.14% 9.13%
Other non-logistics business(1) 6727006 2.18% 8144288 2.86% -17.40%
Categorized by operating segment:
Express and freight delivery segment 217553282 70.58% 200162392 70.38% 8.69%
Time-definite express 131048153 42.52% 122205976 42.97% 7.24%
Economy express 32052891 10.40% 27251227 9.58% 17.62%
Freight 42134091 13.67% 37641125 13.23% 11.94%
Cold chain and pharmaceutical logistics 10605560 3.44% 9812161 3.45% 8.09%
Others(2) 1712587 0.56% 3251903 1.14% -47.34%
Intra-city on-demand delivery segment 12869890 4.18% 9010521 3.17% 42.83%
Intra-city on-demand delivery 12719470 4.13% 8872800 3.12% 43.35%
Others(2) 150420 0.05% 137721 0.05% 9.22%
Supply chain and international segment 76345732 24.77% 74000342 26.02% 3.17%
Supply chain and international business 72939476 23.66% 70492482 24.78% 3.47%
Others(2) 3406256 1.11% 3507860 1.23% -2.90%
Unallocated units(3) 1457743 0.47% 1246804 0.44% 16.92%
Categorized by region:
Chinese Mainland 266818257 86.57% 242796156 85.37% 9.89%
Hong Kong Macao and Taiwan China 9862009 3.20% 9467291 3.33% 4.17%
Other international 31546381 10.23% 32156612 11.31% -1.90%
062 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Notes:
(1) “Other non-logistics business” categorized by industry mainly represents the ancillary non-logistics services provided by the Company including the
purchase and sales of goods involved in the process of providing end-to-end supply chain services for customers leasing services and provision
of technical services.
(2) “Others” categorized by operating segment mainly comprise the purchase and sales of goods involved in the process of providing end-to-end supply
chain services for customers.
(3) “Unallocated units” mainly comprise leasing services and provision of technical services.
(4) Any discrepancies between totals and sums of the numbers are due to rounding.
Cost of Revenue
The cost of revenue of the Group in 2025 amounted to RMB267.94 billion representing an increase of 9.13% as compared
to the same period in 2024 which was in line with the growth trend of revenue during the Reporting Period. The breakdown
of the cost categorized by industry is set out below:
Year ended December 31
20252024
Percentage of Percentage of Year-on-year
Amount cost of revenue Amount cost of revenue amount change
RMB’000 RMB’000
Total cost of revenue 267943053 100.00% 245524112 100.00% 9.13%
Categorized by industry:
Logistics and freight forwarding 262681769 98.04% 238694175 97.22% 10.05%
Labor cost(1) 129779584 48.44% 112117267 45.66% 15.75%
Transportation cost(1) 98899597 36.91% 93294058 38.00% 6.01%
Other operating costs 34002588 12.69% 33282850 13.56% 2.16%
Other non-logistics business 5261284 2.00% 6829937 2.78% -22.97%
Note:
(1) The Company calculated the costs and expenses accurately according to the nature of resources in accordance with relevant provisions of the
accounting standards. For details please refer to note 8 to the consolidated financial statements. As outsourced resources were used in some
parts of the logistics network operation of the Company in order to effectively analyze the composition of the operating costs the Company mainly
divided its outsourcing costs into labor outsourcing cost and transportation outsourcing cost which were aggregated with the employee benefit
expenses and transportation expenses as labor cost and transportation cost respectively.Annual Report 2025 S.F. Holding Co. Ltd. 063Management Discussion and Analysis
Gross Profit and Gross Profit Margin
The overall gross profit of the Group in 2025 amounted RMB40.28 billion representing an increase of 3.57% as compared
to the same period in 2024. The breakdown of the gross profit categorized by industry is set out below:
Year ended December 31
2025 2024 Year-on-year change
Gross profit Gross profit Change in Change in gross profit
Amount margin Amount margin amount margin
RMB’000 RMB’000
Down by 0.61
Total gross profit 40283594 13.07% 38895947 13.68% 3.57% percentage point
Categorized by industry:
Logistics and freight Down by 0.73
forwarding 38817872 12.87% 37581596 13.60% 3.29% percentage point
Other non-logistics Up by 5.65
business 1465722 21.79% 1314351 16.14% 11.52% percentage points
The gross profit margin of the Group in 2025 margin was 13.07% representing a decrease of 0.61 percentage point as
compared to the same period in 2024. This was mainly due to the Company’s proactive market expansion strategy andnecessary long-term strategic investment: (1) In 2025 the Company deeply advanced the implementation of the “StimulateOperation Vitality” mechanism granting sufficient operational autonomy and incentives to frontline business teams. This
approach has effectively stimulated the organization’s drive for market expansion. At the same time the Company reinvested
the benefits from cost reduction into front-end business development enhancing the market competitiveness of its products
and services; (2) The Company continued to strengthen its investment in operational assurance for premium time-definite
services thereby consolidating its competitive advantages in standardized products; and (3) It increased investment in strategic
resources enhanced its supply chain solutions and strengthened the development of international network capabilities to
actively expand the supply chain and international markets.Active market strategies effectively promoted business scale growth enabling the Company to fully leverage economies of
scale within its logistics network deepen innovations in operational models and advance a flatter and more differentiated
network structure thereby building a long-term structural mechanism for enhanced efficiency and cost reduction. Meanwhile
through the upgrades of the operational network and the enhancement of supply chain and international strategic capabilities
the Company is able to consolidate its strategic leadership position swiftly capture emerging opportunities in both domestic
and international markets unlock its second growth curve and build an integrated logistics ecosystem with strategic depth
and a moat safeguarding sustainable mid- to long-term performance growth.While maintaining its long-term strategic direction the Company has continued to fine-tune its market strategies dynamically
since the second half of the year in response to evolving market conditions and operational rhythms. It advances mechanisms
to stimulate operational vitality progressions shifting its incentive framework from scale-driven growth to value-driven
development thereby ensuring the sustained growth of high-value businesses. In addition the Company deepened operational
model innovation and advanced network and resource stratification adapted to diversified logistics business development
with the results of structural efficiency improvement and cost reduction gradually emerging. The gross profit in the fourth
quarter of 2025 increased by 10.57% year-on-year and the gross profit margin rebounded to 14.01% the highest level for
any quarter of the year.
064 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
In terms of cost items the change in gross profit margin of the Company’s principal business of logistics and freight forwarding
was mainly affected by changes in the percentage of the following three major cost items to revenue:
Year ended December 31
2025 2024 Year-on-year change
Percentage of labor cost to revenue 43.04% 40.58% Up by 2.46 percentage points
Percentage of transportation cost to revenue 32.80% 33.77% Down by 0.97 percentage point
Percentage of other operating costs to revenue 11.28% 12.05% Down by 0.77 percentage point
Labor cost-to-revenue ratio increased by 2.46 percentage points as compared to the same period in 2024. The increase
primarily reflected the Company’s continued efforts to enhance the competitiveness of compensation mechanism for couriers
and increase sales incentives to promote business development alongside higher remuneration driven by business growth.These impacts were partially offset by efficiency gains from the application of intelligent and unmanned technologies which
helped moderate labor cost increase.Transportation cost-to-revenue ratio decreased by 0.97 percentage point as compared to the same period in 2024. This
performance was primarily driven by the Company’s reinforcement of critical domestic air resources increased investment in
direct ground line-haul routes and route acceleration and the expansion of bulky-cargo and LTL network coverage thereby
enhancing product competitiveness and sector-specific service capability. In parallel the Company launched additional
international all-cargo routes increased flight frequencies and developed premium cross-border road routes to strengthen
its international network. At the same time through continuous optimization of its operating model promoting delivery
consolidation to reduce transit and by recalibrating capacity sourcing and procurement strategies the Company effectively
contained transportation costs.Other operating costs-to-revenue ratio decreased by 0.77 percentage point as compared to the same period in 2024. While
advancing strategic investments in core facility establishment densifying last-mile touchpoints and strengthening overseas
delivery and warehousing capacity the Company exercised disciplined capital allocation to contain the pace of capital
expenditure growth and maintain a healthy capex-to-revenue ratio. As parcel volumes increased these initiatives translated
into enhanced operating leverage and economies of scale.Selling and Marketing Expenses
The selling and marketing expenses of the Group in 2025 amounted to RMB3.91 billion representing a year-on-year increase
of 26.30% compared with RMB3.10 billion in 2024 and the selling and marketing expenses ratio was 1.27% in 2025
representing a year-on-year increase of 0.18 percentage point compared with 1.09% in 2024. This was mainly because the
Company’s continued investment in expanding its sales force to enhance market development capabilities for end-to-end
industry supply chain and international businesses.General and Administrative Expenses
The general and administrative expenses of the Group in 2025 amounted to RMB19.69 billion representing a year-on-year
increase of 5.14% compared with RMB18.73 billion in 2024 and the general and administrative expenses ratio was 6.39%
in 2025 representing a year-on-year decrease of 0.20 percentage point compared with 6.59% in 2024. 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.Annual Report 2025 S.F. Holding Co. Ltd. 065Management Discussion and Analysis
Research and Development Expenses
The research and development expenses of the Group in 2025 amounted to RMB2.17 billion representing a year-on-year
decrease of 14.36% compared with RMB2.53 billion in 2024 and the research and development expenses ratio was 0.70%
in 2025 representing a year-on-year decrease of 0.19 percentage point compared with 0.89% in 2024. This was primarily
attributable to (1) the enhancement of the Company’s technological and intelligent capabilities which improved R&D efficiency;
and (2) an increase in research projects eligible for capitalization during the year. For details of the total investment in research
and development of the Company please refer to the section “Investment in research and development” under “Investments”.Other Gains Net
Other gains net of the Group in 2025 amounted to RMB1.05 billion representing a year-on-year increase of RMB0.68 billion
compared with RMB0.37 billion in 2024 which was mainly attributable to the gain on disposal arising from the transfer of
three wholly-owned property-holding subsidiaries to Southern SF Logistics REIT during the Reporting Period.Finance Costs Net
The finance costs net of the Group in 2025 amounted to RMB1.49 billion representing a year-on-year decrease of 15.16%
compared with RMB1.76 billion in 2024 mainly attributable to the decrease in interest expenses resulting from the decrease
in average balances of borrowings.Income Tax Expense
The income tax expense of the Group in 2025 amounted to RMB3.23 billion representing a decrease of 4.58% as compared
with the corresponding period in 2024. The effective tax rate decreased slightly while the Company’s overall profit increased.Profit
The Group achieved profit of RMB11.68 billion in 2025 representing an increase of 14.35% as compared to the same period
in 2024. Of which profit attributable to owners of the Company amounted to RMB11.12 billion representing an increase of
9.31% as compared to the same period in 2024. The net profit and change over the previous year for each of the Company’s
operating segments are set forth below:
Year ended December 31
Year-on-year
2025 2024 change
RMB’000 RMB’000
Express and freight delivery segment 10600973 10981266 -3.46%
Intra-city on-demand delivery segment 277718 132460 109.66%
Supply chain and international segment 187640 -761699 124.63%
Unallocated units 647285 -166794 488.07%
Note: To better reflect the profit results of each operating segment the Group reallocated the interest expense on financing related to the M&A of
KLN of RMB560 million to unallocated units in 2025 and restated the data for the comparative period by reallocating the interest expense on
financing related to the M&A of KLN of RMB560 million to unallocated units in 2024.
066 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Net profit for express and freight delivery segment in 2025 was approximately RMB10.60 billion representing a decrease of
3.46% as compared to the same period in 2024. This was mainly due to the Company’s proactive market expansion strategy
and necessary long-term strategic investment: (1) The Company deeply advanced the “Stimulate Operation Vitality” mechanism
granting sufficient operational autonomy and incentives to frontline business teams while reinvesting the benefits from cost
reduction into front-end business development to enhance the market competitiveness of its products and services; and
(2) it strengthened its investment in operational assurance for premium time-definite services consolidating its competitive
advantages in standardized products. Meanwhile aligning with market dynamics and operational pace the Company gradually
and dynamically optimized its market strategies to pursue high-quality business growth achieving a quarter-on-quarter recovery
in profitability in the fourth quarter as compared to the third quarter.Net profit for the intra-city on-demand delivery segment in 2025 was approximately RMB0.28 billion representing an increase
of 109.66% as compared to the same period in 2024. The doubling of net profit was primarily driven by rising market demand
and a healthier business mix while lean management and technology-empowered operational improvements expanded network
economies of scale and supported sustained profitability enhancement.Net profit for the supply chain and international segment was approximately RMB0.19 billion in 2025 turning a loss into a
profit representing an increase of RMB 0.95 billion as compared to the same period in 2024. This was mainly due to: (1) the
overseas subsidiary KEX reduced its loss significantly year-on-year by optimizing its business structure and reducing costs
through lean operations; and (2) if KEX was not taken into account its net profit increased 53.50% year-on-year in 2025. The
Company actively invested strategic resources to strengthen its supply chain and international service capabilities. Externally
it captured opportunities arising from global supply chain reshaping and the overseas expansion of Chinese enterprises;
internally it improved efficiency through lean operations driving a year-on-year improvement in the profitability of the supply
chain and international business segments.Net profit for unallocated units in 2025 was approximately RMB0.65 billion mainly included the gain (after-tax amounted to
RMB590 million) on disposal arising from the transfer of three wholly-owned property-holding subsidiaries to Southern SF
Logistics REIT during the Reporting Period.Non-IFRS Measures
To supplement the consolidated financial statements which are presented by the Company in accordance with IFRS the
Company also uses certain additional non-IFRS measures namely EBITDA and EBITDA margin as additional financial metrics.These non-IFRS measures are not required by or presented in accordance with IFRS.The Company believes that these non-IFRS measures facilitate evaluation of its operating performance by eliminating potential
impacts of certain items listed below. The Company also believes that such non-IFRS measures present useful information
to investors in understanding and evaluating its consolidated results of operations in the same manner as they presented to
its management. However its presentation of such non-IFRS measures may not be comparable to similarly titled measures
presented by other companies. The use of these non-IFRS measures has limitations as an analytical tool and you should
not consider it on an isolated basis or as substitute for analysis of the results of operations or financial condition of the
Company as reported under IFRS.Annual Report 2025 S.F. Holding Co. Ltd. 067Management Discussion and Analysis
The following table reconciles profit for the year of the Company calculated and presented in accordance with IFRS to
EBITDA (non-IFRS measure) for the years indicated:
Year ended December 31
20252024
RMB’000 RMB’000
Profit for the year 11684811 10218845
Add:
Depreciation and amortization 16372515 17332257
－Depreciation of right-of-use assets 6734189 6798783
－Depreciation and amortization (excluding right-of-use assets) 9638326 10533474
Finance costs net 1489513 1755606
Income tax expense 3233066 3388416
EBITDA 32779905 32695124
EBITDA margin 10.64% 11.50%
Cash Flow
Year ended December 31
Year-on-year
2025 2024 change
RMB’000 RMB’000
Net cash generated from operating activities 27555275 32186373 -14.39%
Net cash used in investing activities -17327253 -12054744 -43.74%
Net cash used in financing activities -22935460 -27979113 18.03%
Decrease in cash and cash equivalents -12707438 -7847484 -61.93%
Exchange gains on cash and cash equivalents 21014 45231 -53.54%
Cash and cash equivalents at the beginning of the year 32646055 40448308 -19.29%
Cash and cash equivalents at the end of the year 19959631 32646055 -38.86%
Net cash generated from operating activities: In 2025 net cash generated from operating activities of the Group was
RMB27.56 billion representing a decrease of 14.39% as compared to the same period in 2024 mainly attributable to the
combined effects of the payments of taxes and levies and the changes on the payment schedule of operating transactions
resulting from changes on the business structure. Please refer to note 34(a) to the consolidated financial statements for a
detailed explanation of the difference between the Group’s net cash generated from operating activities and net profit in 2025.Net cash used in investing activities: In 2025 net cash used in investing activities of the Group was RMB17.33 billion
representing an increase in the cash outflow of 43.74% as compared to the same period in 2024 mainly attributable to the
increase in net cash outflow from purchasing structured deposits and fixed income certificates by the Company.Net cash used in financing activities: In 2025 net cash used in financing activities of the Group was RMB22.94 billion
representing a decrease in the cash outflow of 18.03% as compared to the same period in 2024 mainly attributable to the
combined effect of the decrease in net cash outflow from dividend distribution of the Group the decrease in net cash outflow
from purchasing equity of non-controlling shareholders the decrease in net cash inflow from capital injection and the increase
in net repayment of borrowings.
068 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Assets and Liabilities
Changes in Major Items of Assets and Liabilities
As of December 31
2025 2024 Year-on-year
Year-on- change in the
Percentage of Percentage of year amount percentage of
Amount total assets Amount total assets change total assets
RMB’000 RMB’000
Non-current assets
Property plant and equipment 57047334 26.35% 59174305 27.67% -3.59% -1.32%
Right-of-use assets 21977705 10.15% 19625629 9.18% 11.98% 0.97%
Investment properties 7355231 3.40% 7241199 3.39% 1.57% 0.01%
Investments in associates and
joint ventures 7033620 3.25% 6203642 2.90% 13.38% 0.35%
Current assets
Inventories 3039030 1.40% 2432383 1.14% 24.94% 0.26%
Contract assets 3049117 1.41% 2740820 1.28% 11.25% 0.13%
Trade and note receivables 31055349 14.35% 27981633 13.09% 10.98% 1.26%
Financial assets at fair value
through profit or loss 16198976 7.48% 11246156 5.26% 44.04% 2.22%
Cash and cash equivalents 19959631 9.22% 32646055 15.27% -38.86% -6.05%
Non-current liabilities
Borrowings 17720711 8.19% 26319260 12.31% -32.67% -4.12%
Lease liabilities 9588355 4.43% 7094483 3.32% 35.15% 1.11%
Current liabilities
Trade and note payables 30281225 13.99% 27395524 12.81% 10.53% 1.18%
Contract liabilities 1987018 0.92% 2039198 0.95% -2.56% -0.03%
Borrowings 16087687 7.43% 18365122 8.59% -12.40% -1.16%
Lease liabilities 5828895 2.69% 5501314 2.57% 5.95% 0.12%
Equity
Retained earnings 45765849 21.14% 39140246 18.30% 16.93% 2.84%
Financial assets at fair value through profit or loss: As of December 31 2025 the Group’s financial assets at fair value
through profit or loss amounted to RMB16.20 billion representing an increase of 44.04% as compared with the end of 2024
mainly due to the increase in structured deposits.Borrowings: As of December 31 2025 the Group’s borrowings under non-current liabilities amounted to RMB17.72 billion
representing a decrease of 32.67% as compared with the end of 2024; the borrowings under current liabilities amounted to
RMB16.09 billion representing a decrease of 12.40% as compared with the end of 2024 mainly due to the repayment of
borrowings.Lease liabilities: As of December 31 2025 the Group’s lease liabilities under non-current liabilities and current liabilities
amounted to RMB15.42 billion representing an increase of 22.40% from the end of 2024 primarily due to an increase in
leases.Annual Report 2025 S.F. Holding Co. Ltd. 069Management Discussion and Analysis
Liquidity and Capital Structure
Sources and Uses of Funds
In 2025 the Group primarily raised funds required for its development through cash generated from operating activities
issuance of shares and bonds proceeds from external debts and other financing activities. The Group’s cash requirements are
mainly used for daily operations capital expenditures repayment of maturing liabilities payment of interest and dividends and
other unexpected cash needs. The Group has always adopted a prudent financial management policy maintaining sufficient
and appropriate funds to meet the repayment of matured debts capital expenditures and normal operations.As of December 31 2025 the total amount of cash and cash equivalents fixed income certificate in other current assets and
structured deposits in financial assets held for trading of the Group was RMB41.66 billion. For details of the Group’s cash
flow data during the Reporting Period please refer to “Cash Flow” in “Financial Review” in this section and note 34 to the
consolidated financial statements in the Report.As of December 31
20252024
RMB’000 RMB’000
Cash and cash equivalents 19959631 32646055
Other current assets – fixed income certificate 5618400 –
Financial assets at fair value through profit or loss
– Structured deposits 16080264 11015904
Total 41658295 43661959
The free cash inflow of the Group in 2025 was RMB17.93 billion which was derived from net cash generated from operating
activities of RMB27.56 billion less capital expenditures (excluding equity investments) of RMB9.62 billion. The Group has
maintained abundant free cash flow. Looking forward the Group believes that it will be able to meet the liquidity requirements of
the Company by using the existing cash and cash equivalents cash generated from operating activities and financing activities.As of December 31 2025 the Group’s debt to asset ratio was 49.03% representing a decrease of 3.11 percentage points
from 52.14% as of December 31 2024 and the overall capital structure remained stable. (Note: Debt to asset ratio is
calculated by total liabilities dividing total assets on the corresponding date)
070 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Borrowings
As of December 31 2025 the Group’s short-term borrowings long-term borrowings corporate bonds short-term bonds
and loans from non-controlling interests and other parties amounted to RMB33.81 billion in aggregate which were mainly
denominated in RMB HKD and USD with no significant seasonal demand. Among which the aggregate amount of non-current
corporate bonds with fixed interest rates amounted to approximately RMB12.36 billion and the rest were carried at floating
interest rates. Most of the bank borrowings are unsecured and the assets involved in some of the secured borrowings are
set out in “Limitation of asset rights” under “Assets and Liabilities” in “Financial Review” in this section. The Group did not
have any borrowings that were past due during the Reporting Period. Please refer to note 26 to the consolidated financial
statements in the Report for details of the bank borrowings and other borrowings of the Group. The details are as follows:
As of December 31
20252024
RMB’000 RMB’000
Non-current: 17720711 26319260
Long-term bank borrowings 5183331 6186386
Corporate bonds 12358825 19941935
Loans from non-controlling interests 178555 190939
Current: 16087687 18365122
Current portion of long-term bank borrowings 215879 1677715
Short-term bank borrowings 7197332 15118534
Short-term debentures – 807787
Convertible bonds 2620001 –
Corporate bonds 5693782 627779
Loans from non-controlling interests 360693 133307
Total 33808398 44684382
Limitation of Asset Rights
As of December 31 2025 the Group’s assets subject to restricted rights are mainly statutory reserve placed at the Central
Bank and the bank borrowing mortgage as set out below:
Closing book value Reasons for limitation
RMB’000
Restricted cash 1105601 Mainly statutory reserves in the Central Bank
Property plant and equipment 485937 Bank borrowing mortgage
Right-of-use assets 95927 Bank borrowing mortgage
Investment properties 112094 Bank borrowing mortgage
Total 1799559
Annual Report 2025 S.F. Holding Co. Ltd. 071Management Discussion and Analysis
External Guarantees
As of December 31 2025 the Group provided guarantees of RMB968 million to investee companies (such amount was
RMB951 million as of December 31 2024).Contingent Liabilities
As of December 31 2025 the Group did not have any material contingent liabilities.Investments
Capital Expenditures
Year ended December 31
2025 2024 Year-on-year change
RMB’000 RMB’000
Total investment amount 11280794 10714792 5.28%
The amounts of the Group’s capital expenditure items during the Reporting Period are set out below:
Year ended
December 31 2025
RMB’000
Office and buildings 356729
Land 428331
Warehouse 806348
Sorting center 3457767
Aircraft 1837547
Vehicle 1377094
Information technology equipment 700579
Equity investments 1658867
Others 657532
Total 11280794
The Company adhered to lean resource planning and better control over its investment efficiency. In 2025 investments in fixed
assets (i.e. investments other than equity investments) amounted to RMB9.62 billion in aggregate representing a decrease
of 2.69% compared to the same period in 2024 and accounted for 3.12% of the revenue representing a decrease of 0.35
percentage point compared to the same period in 2024.
072 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Capital Commitments
The Group’s capital commitments represent capital commitments contracted but not yet provided for that arise from
established contractual relationships the amounts of which are set out below:
As of December 31
20252024
RMB’000 RMB’000
Contracted but not provided for purchases of property plant and equipment 3556117 1515674
Investment to be paid 39723 121043
Total 3595840 1636717
Investments in Financial Assets
Assets and liabilities measured at fair value
Gains and
losses from Accumulated
changes in fair value Amount of Decreased
fair value in changes purchase in amount in
Opening the Reporting included in the Reporting the Reporting Other Closing
Item balance Period equity Period Period changes(2) balance
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Financial assets 19955566 31977 495882 4841553 286874 92428 25130532
Current financial assets at fair value
through profit or loss (excluding
derivative financial assets)(1) 11246156 -6501 34196 4633504 126158 417779 16198976
Other non-current financial assets at fair
value through profit or loss 477416 38478 – 194841 102932 26710 634513
Investments in other equity instruments 8231994 – 461686 13208 57784 -352061 8297043
Financial liabilities 105464 9087 -3078 – – -4205 107268
Notes:
(1) This item includes structured deposits that do not meet the principal-plus-interest contractual cash flow characteristics. These structured deposits
characterized by short maturities and high liquidity are presented on a net basis for the current period’s purchase and sale amounts. Except for
structured deposits all other items are presented separately with their respective purchase and sale amounts for the current period.
(2) Other changes in current financial assets at fair value through profit or loss are mainly income realized from matured structured deposits and other
changes in investments in other equity instruments are mainly due to exchange differences on translation of foreign currency financial statements.Annual Report 2025 S.F. Holding Co. Ltd. 073Management Discussion and Analysis
Investments in Securities
Gains and
Book value losses from Accumulated
at the changes in fair fair value Increased Decreased Book value
Initial beginning of value during changes amount during amount during at the end of
Abbreviation investment the Reporting the Reporting included in the Reporting the Reporting Other the Reporting
Security type Stock code of security cost Period Period equity Period Period changes Period
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Stocks 1519.HK J&T Express 1811264 939131 – 645237 – – -52482 1531886
Stocks 300771.SZ Zhilai Sci And Tech – 44803 – 11777 – -56580 –
Stocks GB00BLH1QT30 Samarkand – 753 – -613 – – -140 –
Funds 180302.SZ China AMC-Shenzhen
International REIT 48546 48531 – 8192 – -1204 55519
Total 1859810 1033218 – 664593 – -57784 -52622 1587405
Investments in Derivatives
The amounts of the Group’s derivatives investments for hedging purpose during the Reporting Period are set out below:
Percentage
of investment
amount at the
end of the
Gains and period to net
losses from Accumulated fair Amount of assets of the
Amount at the changes in fair value changes purchase during Amount of Amount at Company at
Type of derivatives Initial investment beginning of the value during the included in the Reporting sales during the the end of the the end of the
investment amount Reporting Period Reporting Period equity Period Reporting Period Reporting Period Reporting Period
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Forward foreign exchange 7714851 5839480 43624 -6722 N/A N/A 7714851 7.77%
Total 7714851 5839480 43624 -6722 N/A N/A 7714851 7.77%
During the Reporting Period there were no significant changes in the accounting policies and accounting principles of hedging
of the Company compared with the previous reporting period.Actual gains/losses during the Reporting Period: The actual gains/losses of derivatives investments refers to the change
in fair value of derivative financial instruments and the actual gains for the Reporting Period amounted to approximately
RMB37790 thousand.
074 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Hedging effects: The Company’s derivative investment business mainly consists of hedging contracts to reduce the risks
caused by fluctuations in exchange rates and interest rates. The main hedging operations for the Company’s US dollar bonds
and floating rate loans: (1) exchange losses on the US dollar bonds and gains on changes in the fair value of the forward
exchange contracts are generated simultaneously when the USD strengthens against the HKD; and (2) the interest rates are
changed to fixed through interest rate contracts when the rise of market floating interest rates resulting in the increase of
the loan interests thus reducing the interest expenses. By utilizing the derivative transactions to lock in costs the impact of
significant exchange rate and interest rate fluctuations on the Company’s profit was effectively reduced.Investment in Research and Development
The Group’s total research and development investment (including research and development expenses and development
expenditures) in 2025 amounted to RMB2.96 billion representing a decrease of 4.33% as compared with the corresponding
period in 2024 and its proportion to revenue was 0.96% representing a decrease of 0.13 percentage point as compared
with that of the corresponding period in 2024. The Company’s research and development investment mainly focused on
digitalized and intelligent upgrading of logistic networks internally and promoting the implementation of intelligent supply chain
technology externally empowering the digitalized and intelligent improvement in customers’ supply chains through technology
and ultimately achieving lowering costs generating revenue and enhancing operating profits for the Company. For details
please refer to “Pioneering Logistics Technology Driving the Evolution of Smart Supply Chains” of “Core Competitiveness”
of this section.Year ended December 31
Year-on-year
2025 2024 change
Research and development investment amount (RMB’000) 2959755 3093713 -4.33%
Research and development investment as a percentage of revenue Down by 0.13
0.96% 1.09% percentage point
Amount of capitalized research and development investment
(RMB’000) 789849 560106 41.02%
Capitalized research and development investment as a percentage of Up by 8.59
research and development investment 26.69% 18.10% percentage points
Use of Proceeds
Issuance of H Shares by the Company on the Hong Kong Stock Exchange
The Company was successfully listed on the Main Board of the Hong Kong Stock Exchange on November 27 2024. A
total of 170000000 ordinary Shares with a par value of RMB1 per Share were successfully placed and issued at a price of
HKD34.3 per share in the global offering with an aggregate par value of RMB170000000. After deducting the underwriting
commissions and other estimated expenses related to the global offering the net proceeds from the share issuance in the
global offering for the Company were approximately HKD5662 million equivalent to approximately RMB5299 million at the
exchange rate of HKD1.00 to RMB0.9358. The net price per H Share was approximately HKD33.31.Annual Report 2025 S.F. Holding Co. Ltd. 075Management Discussion and Analysis
As of December 31 2025 the proceeds from the global offering were utilized in accordance with the planned uses and
proportions as stated in the prospectus. The details are as follows:
Planned use of proceeds As of December 31 2025
Expected timeline for
Utilized Unutilized the utilization of the
Percentage Amount amount amount unutilized amount
RMB’000 RMB’000 RMB’000
Strengthening international and cross-border logistics Before the end of
capabilities 45% 2384395 945860 1438535 2026
Strengthening and optimizing logistics network and
service offerings in China 35% 1854529 1854529 – –
Research and development of advanced technologies
and digital solutions to upgrade supply chain and
logistics services and implement ESG-related
initiatives 10% 529866 529866 – –
Working capital and general corporate purposes 10% 529866 529866 – –
Total 100% 5298656 3860121 1438535
Placing of New H Shares under General Mandate
On July 4 2025 the Company completed the allotment and issuance of a total of 70000000 H Shares with a par value of
RMB1 each pursuant to the general mandate (the “Placing of H Shares”) with an aggregate par value of RMB70000000.For details please refer to the announcements of the Company dated June 26 2025 and July 4 2025.The net proceeds from the placing were approximately HKD2934 million equivalent to approximately RMB2681 million
based on the exchange rate of HKD1.00 to RMB0.9139 after deducting the underwriting commissions and other estimated
expenses related to the placing. The net price per H Share was approximately HKD41.91.As of December 31 2025 the proceeds from the placing have been utilized according to the planned uses and proportions
set out in the placing announcement. The details are as follows:
Planned use of proceeds As of December 31 2025
Expected timeline for
Utilized Unutilized the utilization of the
Percentage Amount amount amount unutilized amount
RMB’000 RMB’000 RMB’000
Strengthening international and cross-border logistics On or before the end
capabilities 30% 804317 11613 792704 of 2027
Research and development of advanced technologies On or before the end
and digital solutions 30% 804317 228943 575374 of 2027
Optimizing the capital structure of the Company 30% 804317 804317 – –
General corporate purposes 10% 268106 268106 – –
Total 100% 2681057 1312979 1368078
076 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Issuance of Convertible Bonds under General Mandate
On July 10 2025 the Company issued the bonds that may be converted into H Shares of the Company in an aggregate
principal amount of HKD2950.0 million due 2026 through SF Holding Investment 2023 Limited a wholly-owned subsidiary
of the Company pursuant to the general mandate (the “Convertible Bonds”) which has been unconditionally and irrevocably
guaranteed by the Company. The Convertible Bonds have an initial conversion price of HKD48.47 per Share and assuming full
conversion at the initial conversion price may be converted into a maximum of 60859250 ordinary Shares with a par value
of RMB1.00 each representing an aggregate par value of RMB60859250. For details please refer to the announcements
of the Company dated June 26 2025 and July 10 2025.The net proceeds from the issuance of Convertible Bonds were approximately HKD2909 million equivalent to approximately
RMB2666 million based on the exchange rate of HKD1.00 to RMB0.9165 after deducting the underwriting commissions
and other estimated expenses related to the Issuance of Convertible Bonds.As of December 31 2025 the proceeds from the issuance of Convertible Bonds have been utilized according to the planned
uses set out in the issuance announcement. The Company has utilized an aggregate of RMB2532 million for the enhancement
of the Group’s international and cross-border logistics capabilities research and development of advanced technologies
and digital solutions optimizing the capital structure of the Company and general corporate purposes. The utilized amount
accounted for approximately 95% of net proceeds.Significant Investments Acquisitions and Disposals
The Group did not make any significant investments acquisitions and disposals of equity interests in subsidiaries or investee
companies or any significant investments and disposals of non-equity assets for the year ended December 31 2025.Future Plans for Significant Investments and Capital Assets
As of December 31 2025 the Group did not have any significant investment and capital asset plans.Annual Report 2025 S.F. Holding Co. Ltd. 077Management Discussion and Analysis
ESG
SF is committed to integrating corporate value with social value ensuring a balance between business growth and social
responsibility. As a company with a strong sense of social responsibilities SF adheres to a sustainable and healthy
development strategy continuously advancing smart efficient and eco-friendly supply chain system to enhance the efficiency
and cost-effectiveness of logistics operation. At the same time the Company focuses on key areas including customer
empowerment environmental protection employee well-being and philanthropic initiatives integrating social responsibility
into daily operation and management to demonstrate corporate responsibility with practical actions.In response to sudden social and natural disasters such as the Tai Po fire in Hong Kong the floods in Yuzhong County
Gansu Province and the heavy rains in many places across China in 2025 SF quickly activated its emergency response
mechanism urgently allocated transportation resources opened up transportation channels to the disaster areas as soon as
possible efficiently completed the distribution of multiple batches of emergency supplies by relying on disaster preparedness
warehouses and actively donated materials and funds to support post-disaster reconstruction providing strong support for
emergency rescue and post-disaster recovery in the affected areas with its professional capabilities and efficient response.For environment protection the Company incorporated climate change responses into its business management practices.The Company achieved low-carbon management covering the entire logistics chain through measures including the promotion
of low-carbon transportation construction of green industrial parks development of sustainable packaging and application
of green technologies. As of the end of the Reporting Period the Company has utilized over 48000 new energy vehicles for
transportation covering 307 cities; completed construction of roof photovoltaic power stations in 26 industrial parks with an
annual renewable energy generation exceeding 100000 MWh; reduced the use of raw paper by approximately 46 thousand
tons and plastic by approximately 35 thousand tons through the implementation of green and minimum packaging; and
innovatively developed recyclable packaging containers to provide customer with recyclable packaging solutions and deployed
total of 20.55 million recyclable packaging containers with an aggregate reuse exceeding 1.6 billion times and reducing the
greenhouse gas emissions exceeding 520 thousand tons in 2025.SF also continues to refine carbon data standardization and precision management. The Company has independently
developed the Fenghe Sustainability Platform an end-to-end logistics carbon footprint management system which has
obtained ISO 14083 global logistics carbon accounting standard certification and Global Logistics Emissions Council (GLEC)
Framework 3.0 standard certification. As the first digital carbon management platform in the industry to achieve shipment-level
carbon footprint tracking the system enables precise calculation of greenhouse gas emissions and reductions across the
entire logistics process – including collection transfer transportation and delivery. This transparency in data not only helps
clients reduce compliance costs and climate risks but also significantly enhances green low-carbon supply chain operations.As of the end of the Reporting Period over 300 globally renowned clients have utilized the Fenghe Sustainability Platform for
carbon emission monitoring.The Company’s ESG practices achieved constant recognition by the industry. The Company’s MSCI ESG rating was upgraded
to AA in March 2026 ranking first among the world’s four largest integrated logistics service providers; its Sustainalytics
(Morningstar) rating has been maintained at “Low Risk” for four consecutive years (2022-2025) representing the highest
rating within the global express logistics sector; its CDP Climate Change rating has been B (Management Level) for four
consecutive years (2022-2025) a leading rating in the global express logistics industry. The Company has been listed for
four consecutive years (2022-2025) on the Fortune China ESG Impact List remaining the only express logistics enterprise in
China to achieve such distinction.Looking ahead the Company will continuously adhere to long-termism as well as the sustainable and healthy development
contribute to the establishment of a green and low-carbon supply chain ecosystem improve employee benefits and care fulfil
its social responsibilities and is committed to becoming the benchmark enterprise that consistently generates outstanding
social value and delivers enduring impulses for the sustainable development around the world.For details of the environmental social and corporate governance content please refer to the 2025 SF Holding Sustainability
Report published by the Company on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) on March 30 2026.
078 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
Outlook for the Company’s Future Development
Strategic Direction
Building on the solid achievements of 2025 and capitalizing on the transformative trends in global logistics and the globalizationopportunities for Chinese enterprises SF remains anchored in its long-term vision of becoming “the well-respected and theworld’s leading digital intelligence logistics solution provider.” With “the One in Asia” as its strategic core SF aims to deepen
the synergy between its products and solutions promote the balanced development of domestic and international businesses
and establish itself as the preferred partner for corporate and individual customers in Asia thereby achieving sustainable and
healthy growth in both business scale and profitability.In its standardized product services the Company remains committed to balancing scale and profitability advancing
both small-parcel and heavy-cargo operations in tandem to reinforce market leadership and achieve simultaneous
improvements in quality and efficiency.For small-parcel services the Company will focus on maintaining healthy profit growth and sustained leadership in scale.Through continuous optimization of its standardized express product portfolio the Company will preserve its service leadership.By deepening network stratification and resource alignment it will enhance end-to-end cost competitiveness. At the same
time by building differentiated channel barriers across diversified scenarios it will create synergies with its international and
supply chain businesses. For heavy-cargo services the Company aims to secure scale leadership while improving profitability.It will accelerate the development of high-quality cost-effective LTL network capabilities and coordinate the development of
economy dedicated route networks. These efforts will continue to reinforce resource synergies and capability spillovers to
the international and supply chain businesses.In the supply chain segment the Company is committed to deepening penetration into priority industries increasing
the contribution of supply chain solution revenue and establishing scale leadership in key industry verticals to achieve
sustainable and profitable growth.Strategically the Company will focus on addressing end-to-end supply chain needs of leading enterprises across industries
building specialized service capabilities spanning domestic and international markets. By establishing a lean and efficient
middle-platform operating system strengthening resource integration and service process standardization and solidifying a
scalable service foundation the Company will enable large-scale replication. Furthermore it will promote the deep integration
of logistics services with financial and technological capabilities forming differentiated competitive advantages and delivering
higher-value integrated supply chain solutions.In its international business the Company targets the Asia-Pacific region with the objective of achieving scale
comparable to global industry leaders while maintaining sustainable profitability accelerating the development of
comprehensive cross-border service capabilities.The Company will continue to strengthen its international network foundation prioritizing the deployment of key air freight
routes while strategically positioning maritime road rail and customs clearance resources to form a comprehensive logistics
capabilities network. Leveraging its resources the Company will upgrade its service model from single-resource output to
fully integrated end-to-end solutions comprehensively addressing customers’ cross-border supply chain needs. Meanwhile it
will deepen the application of digital technologies in international operations leveraging data-driven management to enhance
operational efficiency and service transparency thereby building a smart reliable and efficient global supply chain service
system that supports high-quality scalable growth across Asia-Pacific markets.Annual Report 2025 S.F. Holding Co. Ltd. 079Management Discussion and Analysis
The Company is committed to breaking through traditional business boundaries and unlocking the strategic benefits of deep
collaboration across its three major business pillars thereby realizing the full potential of a “1+1+1 > 3” synergy effect. The
standardized products by leveraging the resource support from its small-parcel and freight resources provide the supply
chain and international businesses with highly competitive fulfillment resilience and cost advantages. The supply chain
business in turn transforms product capabilities into digital and intelligent service capabilities driving the business toward
end-to-end higher value-added solutions. The international business leverages the Company’s mature domestic operating
system to accelerate its global expansion serving the end-to-end global supply chain needs of leading customers across
multiple industries. The deep integration of these three pillars will not only strengthen economies of scale but also build a
solid competitive moat for SF in the global marketplace.
2026 Business Plan
Standardized Product Business Strategies
Time-Definite Express Services: The Company will closely follow emerging consumption trends focusing on high-growth
scenarios such as cultural tourism consumption emotional consumption and instant retail. By precisely identifying key entry
points within these ecosystem scenarios it will launch scenario-based solutions driving business growth through innovative
products and services. Through the development of online touchpoint networks to integrate digital traffic generation with offline
service delivery and by deepening presence in scenic areas campuses CBDs residential communities and townships the
Company will build competitive barriers in core scenarios.In the high-end segment the Company will continue enhancing value-added services elevating service standards to deliver
superior experiences and reinforcing its “commit-and-compensate” service guarantee to strengthen brand perception among
high-value customers. In the mid-end segment the Company will advance refined operations and resource allocation
leveraging customer segmentation and profiling to provide differentiated solution-based services. By extending from
standardized products to scenario-driven solutions it will enhance customer stickiness and expand business scale.Economy Express Services: The Company will deepen end-to-end service integration across the B2C e-commerce
value chain empowering platforms merchants and consumers to achieve win-win outcomes. It will strengthen full-chain
empowerment for branded customers extending from fulfillment delivery for B2C to upstream warehousing and value-added
services and downstream installation and reverse logistics thereby deepening the chain covering all scenarios and increasing
service value and premium capture.In terms of cost management by deepening network layering in sorting and last-mile operations advancing refined
management and optimizing end-to-end models the Company will steadily increase per-parcel revenue while effectively
reducing unit costs comprehensively enhancing profitability and operational efficiency of Economy Express Services.Freight Delivery Services: The Company will actively expand market presence to increase cargo volume while improving
profitability through refined management. In terms of market expansion the Company continues to improve its customer
engagement framework and strengthens frontline capabilities through customer segmentation. Distinct engagement strategies
are deployed for key accounts small and medium-sized enterprises and ad hoc delivery customers leveraging dedicated
account teams professional sales forces and last-mile couriers to ensure comprehensive coverage. Particular emphasis
has been placed on expanding sales teams within industrial parks to enhance lead conversion and deepen penetration in
manufacturing clusters. With respect to route operations the Company continues to reinforce the competitiveness of its core
routes. Through coordinated utilization of internal and external resources it advances network model optimization and direct
routing initiatives reduces transit nodes and rapidly enhances the overall competitiveness of its LTL network.
080 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
In addition the Company will formulate differentiated expansion strategies strengthening scenario-based solution capabilities
and achieving breakthroughs and development in specialized segments. It will also continue upgrading heavy-cargo services
for supply chain and international segments investing in specialized equipment upskilling personnel building a robust 3PL
supplier ecosystem and enhancing fulfillment capabilities for supply chain and international customers.Intra-city On-demand Delivery Services: SF Intra-city will remain steadfast in its commitment to achieving “high-qualityand healthy growth” and adhering to its positioning as an independent third-party on-demand delivery platform. Embracing
market opportunities such as the diversification of traffic channels increasing brand chain penetration continued deepening
penetration of food delivery and on-demand retail and accelerated intra-city logistics SF Intra-city will capitalize on industry
expansion to deepen the service capabilities across multi-scenario full-category multi-time multi-distance and multi-channel.SF Intra-city will serve diverse clients including merchants traffic platforms and individual consumers with high-quality
efficient and stable fulfilment.In addition SF Intra-city will maintain ongoing investment in rider ecosystem development while actively advancing AI
applications and deepening unmanned delivery technologies. Through lean operation and technology as key drivers SF
Intra-city will improve service quality and drive quality and efficiency enhancement. We will remain focused on our core valuecontribution in the industry and urban operations thereby better fulfilling our mission of “bringing enjoyable lifestyle to yourfingertips”.Supply Chain Business Strategy
High-Tech Industry
By addressing critical supply chain stages spanning procurement manufacturing sales and after-sales services — from
precision component manufacturing to global expansion of brands — the Company is dedicated to becoming the leading
global provider of integrated end-to-end high-tech supply chain services and comprehensive logistics solutions covering the
entire industrial value chain.Industrial Equipment Sector
By deeply embedding itself into industry value chains and building ecosystem platforms the Company aims to enable and lead
sector development. Through a strategic path of “professional capability building – scaled replication – ecosystem leadership”
the Company seeks to establish core industrial supply chain capabilities distinct from traditional logistics in the medium to
long term transforming from a “logistics service provider” into a “supply chain partner” — and is committed to becoming the
most trusted and valuable intelligent supply chain partner for customers in the global industrial equipment industry.Automotive Industry
For production the Company will deepen engagement with leading customers while increasing penetration among mid-tier
OEMs’ 3PL outsourcing needs embedding tailored logistics solutions into production processes through senior-level customer
engagement and precise solution design to achieve full-scenario collaboration. For aftermarket the Company will promote
multi-tier warehousing and flexible fulfillment models strengthening same-city distribution multi-level warehousing fulfillment
and system integration capabilities. For overseas expansion the Company will focus on cross-border supply of KD parts and
localized operations for component manufacturers while building overseas warehousing and last-mile distribution networks
to support customers’ global manufacturing and market expansion strategies.Annual Report 2025 S.F. Holding Co. Ltd. 081Management Discussion and Analysis
Consumer Goods Industry
The Company will focus on leading customers and deepen strategic partnerships leveraging benchmark cases and scalable
models to accelerate high-quality customer acquisition and market share expansion; prioritize high-growth sub-sectors
including sports and outdoor goods and personal care and cosmetics to build structural advantages and strengthen marketleadership; upgrade service capabilities by accelerating the development of an integrated “centralized warehousing + sharedtransportation + shared distribution” model; establish high-standard last-mile fulfillment in core scenarios such as shopping-
district store delivery and omni-channel fulfillment; and proactively deploy proximity-based supply chain networks to enhance
responsiveness and elevate customer experience.Retail Food Industry
The Company will continue to focus on leading customers to develop benchmark projects using customized solutions to
validate service models and operating standards thereby consolidating its service capabilities in the retail food sector and
driving quality and efficiency upgrades across the industry. For mid-tier customers the Company plans to roll out highly
adaptable standardized products to rapidly penetrate B2C warehousing and distribution and B2B urban delivery scenarios
enabling scalable growth through replication. By combining standardized fulfillment with rapid response capabilities the
Company aims to enhance service experience and customer stickiness while actively expanding into high-potential segments
such as O2O retail and international import and export. These initiatives will strengthen scenario-based fulfillment capabilities
and build long-term growth momentum.Retail and Catering Industry
The integrated warehousing and distribution segment will prioritize high-barrier high-growth categories with healthy margins
driving both revenue growth and structural optimization. The freight cold chain business will continue to deepen penetration
across supermarket platforms retail stores and professional markets targeting rapid growth through model replication network
expansion and the rollout of seasonal specialty fresh produce projects. Store delivery services will provide catering customers
with customized supply chain solutions while strengthening service capabilities through resource integration.Life Sciences Industry
The life sciences sector will adopt a dual-engine strategy combining a domestic digitalized compliance framework with
international standards leadership with the aim of building a specialized capabilities hierarchy and a comprehensive competitive
moat within the pharmaceutical logistics domain. By leveraging a modularized end-to-end supply chain architecture
the Company will provide cost-effective end-to-end logistics solutions accelerating the transition from single-product
express services to fully integrated supply chain service offerings. At the same time the Company will focus on developing
differentiated non-standardized capabilities within niche segments creating replicable supply chain solutions. Through deep
engagement with benchmark customers the Company will continue to accumulate core capabilities ultimately strengthening
industry barriers and accelerating scalable growth.
082 S.F. Holding Co. Ltd. Annual Report 2025Management Discussion and Analysis
International Business Strategy
The Company will building on maintaining the steady development of its international express and cross-border e-commerce
logistics businesses place strategic emphasis on accelerating the growth of its international supply chain business. It willcontinue to strengthen its Asia-centric service capabilities supporting Chinese enterprises in their transition from “productioncapacity going global” to “supply chain globalization”. Through targeted strategic resource investments the Company aimsto build a differentiated competitive edge and drive the transformation of its international business from a “logistics serviceprovider” to a “global supply chain solutions partner” thereby enhancing its competitiveness and industry influence within
the global logistics landscape.Anchoring itself to the core corridors of global industrial relocation and trade restructuring the Company is committed to
establishing efficient and resilient logistics channels that serve as critical infrastructure for supply chain reconfiguration. On
the one hand it will capitalize on the opportunities arising from the overseas expansion of advanced productive capacity
focusing on key industries such as high technology industrial equipment automotive and consumer goods. By pursuing
targeted breakthroughs with leading enterprises within these value chains and leveraging a comprehensive product matrix
and digitalized solutions the Company will help customers improve the efficiency of their global footprint and reduce operating
costs while benefiting from the spillover effects of their ecosystems to drive scaled growth in its supply chain business. On
the other hand structured around its integrated supply chain solution matrix the Company will focus on cross-border air sea
and land transportation overseas warehousing and localized distribution as well as supply chain finance and technology-
enabled services. By building a unified clearly defined and comprehensive supply chain product system the Company will
lay a solid foundation for the standardized implementation and scalable expansion of its cross-border logistics operations.Network Establishment Strategy
Aligned with its strategic focus on enhancing core competitiveness and improving operating efficiency the Company centers
its efforts on two foundational pillars: network stratification and resource ecosystem optimization and end-to-end digital and
intelligent operations with a view to elevating overall operational capabilities and service competitiveness.Network Stratification and Resource Ecosystem Optimization: The Company remains committed to a differentiated network
architecture for small-parcel and large-parcel businesses. Through continued upgrades to the large-parcel network it aims
to strengthen service quality and time-definite competitiveness effectively advancing the integration of express-like efficiency
and service standards into its large-parcel products. In parallel the Company adheres to the principle of service segmentation
within its small-parcel portfolio separating premium time-definite services from economy products. It has therefore established
a network model and supporting resource ecosystem specifically tailored to economy products thereby continuously optimizing
cost efficiency while safeguarding service standards. Furthermore by collaborating with external partners to build an integrated
resource ecosystem the Company enhances the precision of resource-to-product matching and reinforces the flexibility and
resilience of its operational foundation.End-to-End Digital and Intelligent Operations: The Company continues to advance its information infrastructure breaking down
operational data silos across different functions and improving end-to-end visibility throughout the logistics value chain. By
deepening digital applications and addressing operational pain points through targeted technological solutions the Company
seeks to achieve localized operational optimization while systematically enhancing efficiency and service quality across each
functional node. At a higher level of digital maturity the Company is driving intelligent transformation through the deployment
of planning intelligence agents and fulfillment intelligence agents. This enables the transition from localized optimization toward
global optimization in operational decision-making. Through dynamic balancing of delivery speed cost control and service
quality across the network the Company is building a smart efficient and multi-tier fulfillment logistics network capable of
sustaining long-term competitive advantage.Annual Report 2025 S.F. Holding Co. Ltd. 083Directors and Senior Management
Executive Directors
Mr. Wang Wei
Mr. Wang Wei aged 55 is the founder de facto controller of the Company and was appointed as chairman of the board
executive Director general manager and chief executive officer of the Company. Mr. Wang was the chairman of the board
of directors and the non-executive director of SF REIT Asset Management Limited (the manager of SF REIT (2191.HK)) from
February 2021 to August 2023. Mr. Wang has also been the chairman of the board of directors and a non-executive director
of KLN (0636.HK) since October 2021.Mr. Ho Chit
Mr. Ho Chit aged 51 graduated from the University of Hong Kong and Tsinghua University. He is a certified public accountant
of Hong Kong and an American certified public accountant with extensive experience in financial management corporate
finance auditing and business management. Mr. Ho was a senior manager in the auditing and advisory division of Arthur
Andersen and PricewaterhouseCoopers from 1997 to 2005 the senior financial director of Sohu.com Limited (SOHU.US)
from 2005 to 2008 the chief financial officer of Changyou.com Limited from 2009 to 2014 the chief executive officer of Fox
Financial Technology Group Limited from 2014 to 2021 and has served as a director of Fox Financial Technology Group
Limited since 2014. He has been a deputy general manager and the head of finance of the Company since September 2021.Mr. Ho was appointed as a Director of the Company in November 2021 and was re-designated as an executive Director
in August 2023. Mr. Ho served as a non-executive director of KLN (0636.HK) from October 2021 to August 2024 and as
an executive director and chief strategy officer since September 2024. Mr. Ho has been a non-executive director and the
chairman of the board of directors of SF REIT Asset Management Limited (the manager of SF REIT (2191.HK)) respectively
since April 2022 and August 2023.Mr. Xu Bensong
Mr. Xu Bensong aged 40 obtained a master’s degree in Business Administration from Sichuan University and an executive
master of Business Administration (EMBA) degree from Peking University. Mr. Xu joined the Group in 2007 and successively
held various positions including the operation manager of Yunnan district senior operation manager of Sichuan district
general manager of Chongqing district general manager of Beijing district head of sales center of the Group assistant chief
operating officer of the Group and chief marketing officer of the Group. Mr. Xu has served as a vice president of SF Airlines
Company Limited* (順豐航空有限公司) since July 2025 and as an executive Director of the Company since October 2024.
084 S.F. Holding Co. Ltd. Annual Report 2025Directors and Senior Management
Independent Non-Executive Directors
Mr. Chan Charles Sheung Wai
Mr. Chan Charles Sheung Wai aged 72 graduated from the University of Manitoba Canada. Mr. Chan is a member of
both the Chartered Professional Accountants of Canada and the Hong Kong Institute of Certified Public Accountants. Mr.Chan has various experience in auditing finance and risk management. He was an audit partner of Chinese Mainland &
Hong Kong office of Arthur Andersen a managing partner of audit department of Chinese Mainland & Hong Kong office of
PricewaterhouseCoopers and a senior managing director of Protiviti (a risk management and consulting firm). Mr. Chan was
also a member of the Listing Committee of the Hong Kong Stock Exchange and a member of the Election Committee for the
first Legislative Council of Hong Kong. He was an independent non-executive director of CITIC SEC (600030.SH 6030.HK) and
Bio-heart (2185.HK). Mr. Chan is currently serving as an independent non-executive director of Maoyan Entertainment (1896.HK) Hansoh PHARMA (3692.HK) and Sun Art Retail (6808.HK). Mr. Chan was appointed as an independent non-executive
Director in December 2022.Mr. Lee Carmelo Ka Sze
Mr. Lee Carmelo Ka Sze aged 65 obtained a bachelor’s degree in Laws from the University of Hong Kong. Mr. Lee is
qualified as a solicitor in Hong Kong England and Wales Singapore and the Australian Capital Territory. Mr. Lee has rich legal
experience and has been a partner and senior partner of Woo Kwan Lee & Lo since 1989 and its Managing Partner since
2022. Mr. Lee is also a member of the Campaign Committee of the Community Chest of Hong Kong and the co-chairman
of the Community Chest Corporate Challenge Half Marathon Organising Committee. Mr. Lee had been a committee member
of HKSAR InnoHK Steering Committee of the Innovation and Technology Commission of Hong Kong the chairman of the
Appeal Tribunal Panel (Buildings) one of the members of chairmen pool of the Listing Review Committee and the chairman
of the Listing Committee of the Hong Kong Stock Exchange and an independent non-executive director of KWG Group
(1813.HK). Mr. Lee is currently serving as an independent non-executive director of China Mobile (600941.SH 0941.HK)
and a non-executive director of Safety Godown (0237.HK) and Playmates (0635.HK). Mr. Lee has served as an independent
non-executive Director of the Company since December 2022.Dr. Ding Yi
Dr. Ding Yi aged 61 Ph.D. in Economics of Renmin University of China and Senior Economist has extensive experience in
financial management and served as a lecturer at the School of Finance of Renmin University of China the deputy general
manager of the investment management department of PICC Group (601319.SH 1339.HK) a director and the assistant
general manager of PICC Asset Management Company Limited* (中國人保資產管理有限公司) the general manager and
chairwoman of Huaneng Capital Services Corporation Ltd. (華能資本服務有限公司) the chairwoman of Invesco Great Wall
Fund Management Company Limited* (景順長城基金管理有限公司). Dr. Ding has been a director of Tongwei Co. Ltd. (通威
股份有限公司) (600438.SH) and independent director of Hua Xia Bank Co. Limited* (華夏銀行股份有限公司) (600015.SH) and
Huatai Asset Management Company Limited* (華泰資產管理有限公司). Dr. Ding has served as an independent non-executive
Director of the Company since December 2022.Senior Management
Mr. Wang Wei is the chairman of the Board our executive Director and general manager. For details of the biography of Mr.Wang Wei please refer to the section headed “Executive Directors”.Mr. Ho Chit is our executive Director deputy general manager and head of finance. For details of the biography of Mr. Ho
Chit please refer to the section headed “Executive Directors”.Annual Report 2025 S.F. Holding Co. Ltd. 085Directors and Senior Management
Mr. Huang Sihai
Mr. Huang Sihai aged 43 successively held various positions at Deppon Logistics Co. Ltd. from 2004 to 2015 including
regional manager regional general manager business division president and vice president of the company. He served as
the executive president of Shanghai Yimidida Supply Chain Management Co. Ltd.* (上海壹米滴答供應鏈管理有限公司) from
2015 to 2017. He joined the Group as the head of the express business division in 2017. He served as the general manager
of Shenzhen S.F. Freight Corporation* (深圳順豐快運股份有限公司) from 2020 to 2023 and he has been the chairman of
Shenzhen S.F. Freight Corporation since 2024. He served as the chairman of Guangdong Shunxin Express Co. Ltd.* (廣
東順心快運有限公司) from 2019 to 2025. He served as the assistant chief operating officer of the Company from 2022 to
2024 and has been the chief operating officer of the Company since 2024. He has also been the vice chairman of CR-SF
International Express Co. Ltd. and a director of SF Foundation since 2024. He has served as the deputy general manager
of the Company since December 2025.Mr. Geng Yankun
Mr. Geng Yankun aged 40 graduated from Harbin Institute of Technology and Peking University with a master’s degree
in Engineering. After graduating in 2009 he joined Baidu and was successively responsible for the technical R&D and
management of Baidu Wiki Baidu Knows Baidu Travel and Baidu LBS etc. He was the chief technology officer of Beijing
Xiaodu Information and Technology Co. Ltd.* (北京小度信息科技有限公司) from 2015 to 2017. He joined the Group in
2017 and currently serves as the chairman and chief executive officer of SF Technology Co. Ltd. and Beijing S.F. Intra-city
Technology Co. Ltd. the non-executive director of SF Intra-city (9699.HK) and the chief marketing officer and chief technology
officer of the Group. He has served as the deputy general manager of the Company since December 2022.Mr. Li Sheng
Mr. Li Sheng aged 59 obtained his bachelor of laws from Sichuan Normal University. He served as a senior regional manager
from 1998 to 2005 at Wal-Mart China. He joined the Group in 2005 and successively held various positions including general
manager of Hubei region general manager of Sichuan region vice president of the Group president of Central China operation
and president of West China operation and is currently the president and an executive director of SF Airlines Company Limited.Mr. Li has been a director of the SF Foundation since October 2016 and an assistant chief executive officer of the Company
since May 2024. He has been a deputy general manager of the Company since December 2016.Mr. Sun Haijin
Mr. Sun Haijin aged 46 obtained a college degree in administrative management from Nanchang University. He joined the
Group in April 2006 and has successively held various positions including human resources director regional general manager
product head and head of intra-city business division. He has served as the chief executive officer and executive director of
SF Intra-city (9699.HK) since June 2019 and December 2019 respectively and has been the chairman of SF Intra-city (9699.HK) since November 2023. He has served as the deputy general manager of the Company since December 2025.Ms. Gan Ling
Ms. Gan Ling aged 51 obtained a master’s degree in Business Administration from The University of Texas at Austin in
the United States of America and an executive master of Business Administration (EMBA) degree from PBCSF Tsinghua
University. She has extensive experience in equity investment public listing and corporate finance. Ms. Gan was an analyst
at Coatue Management LLC one of the Tiger cub funds in New York from 2006 to 2010 the deputy general manager of
Maoye International (0848.HK) from 2010 to 2015. She has been a member of the Appeal Review Committee of the Shenzhen
Stock Exchange since 2017. She joined the Group in 2015 and serves as a deputy general manager and the secretary of
the board of directors of the Company since 2016 a joint company secretary of the Company since October 2024 and a
non-executive director of SF REIT Asset Management Limited (the manager of SF REIT (2191.HK)) since 2022.
086 S.F. Holding Co. Ltd. Annual Report 2025Corporate Governance Report
The Board is pleased to present the Corporate Governance Report contained in the Company’s annual report for the year
ended December 31 2025.Corporate Governance Practices
The Board recognizes the importance of good corporate governance to the Company’s healthy growth and has devoted
considerable efforts to formulating and implementing corporate governance practices appropriate to the Company’s needs.The Company has adopted the principles and code provisions of the CG Code as the basis of the Company’s corporate
governance practices.During the year ended December 31 2025 the Company has complied with all applicable principles of good corporate
governance and code provisions of the CG Code save and except in respect of code provision C.2.1 of Part 2 of the CG
Code which requires that the roles of chairman and chief executive should be separate and should not be performed by the
same individual.Chairman and General Manager
Mr. Wang Wei is the chairman of the Board and the general manager (same nature as chief executive) of the Company.Since Mr. Wang has been operating and managing the main operating subsidiary of the Company since incorporation of the
Group the Board is of the view that it is in the best interest of the Group to have Mr. Wang taking up both roles for effective
management and business development of the Group and Mr. Wang will provide a strong and consistent leadership to the
Group. This arrangement ensures a more effective and efficient overall strategic planning of the Group as this structure
enables the Company to make and implement decisions promptly and effectively. Further the Company has put in place an
appropriate check-and-balance mechanism through the Board including three independent non-executive Directors. Therefore
the Board considers that the balance of power and authority of the present arrangement will not be impaired because such
arrangement would not result in excessive concentration of power in one individual which could adversely affect the interest
of minority Shareholders.The Company will continue to review and monitor its corporate governance practices to ensure compliance with the CG Code.Key corporate governance principles and practices of the Company are summarized below.Responsibilities Accountabilities and Contributions of the Board
The Board established the Company’s purpose values and strategy and ensures they are consistent with the Company’s
culture. The Board is responsible for performing corporate governance duties including formulating and reviewing corporate
governance policies and practices reviewing and monitoring the training and continuous professional development of directors
and senior management reviewing the Company’s policies and practices for compliance with legal and regulatory requirements
formulating reviewing and monitoring the implementation of code of conduct and compliance manual applicable to employees
and directors and monitoring the Company’s compliance with the CG Code and reviewing the Corporate Governance Report.The Board places a strong emphasis on corporate governance and compliance as integral components of the Company’s
corporate values and culture. The Board is committed to maintaining integrity transparency and accountability in the Group’s
daily business operation and governance. By fostering a culture of ethical conduct and regulatory adherence the Company
ensures that its business practices not only meet but exceed industry standards thereby reinforcing the trust and confidence
of its stakeholders.Direction and control of Company business are vested in the Board. The Board establishes policies strategies and plans for
the development of the Company’s business and provides leadership in the creation of value for Shareholders. All Directors
have carried out their duties in good faith have been in compliance with applicable laws and regulations have taken decisions
objectively and have acted in the interests of the Company and its shareholders at all times. The Directors shall disclose to
the Company details of other offices held by them.Annual Report 2025 S.F. Holding Co. Ltd. 087Corporate Governance Report
The Board takes responsibility for all major matters of the Company including approval and monitoring of all policy matters
overall strategies material transactions appointment of general manager board secretary and other senior management
members and other significant financial and operational matters.The day-to-day management administration and operation of the Company are led by the Board and senior management of the
Company. The Board has delegated a schedule of responsibilities to the management for implementing Board decisions and
directing and coordinating the daily operation and management of the Company. The Board reviews the delegated functions
and work tasks regularly. The management has to obtain Board approval prior to entering into any significant transactions.If a Director general manager or other senior management member has a potential material conflict of interest in a matter
to be considered by the Board (other than their appointments) the nature and extent of such conflict shall be reported to
the Board as soon as possible. Where a director is required to abstain from voting a Board meeting can be held with the
attendance of more than half of the non-related Directors. A resolution must be passed by a majority of the non-related
Directors. If less than three non-related Directors attend the meeting the proposal cannot be voted on and must be submitted
to the shareholders’ meeting for consideration.The Company has arranged appropriate insurance coverage on Directors’ liabilities in respect of any legal actions taken against
Directors arising out of corporate activities. The insurance coverage would be reviewed on an annual basis.Board Composition
According to the Articles of Association the seventh session of the Board of Directors of the Company consists of six Directors
including three non-independent Directors (including one employee representative Director) and three independent Directors.As of the date of this Report the composition of the Board of Directors of the Company is as follows:
Executive Directors Mr. Wang Wei (chairman)
Mr. Ho Chit
Mr. Xu Bensong
Independent Non-executive Directors Mr. Chan Charles Sheung Wai
Mr. Lee Carmelo Ka Sze
Dr. Ding Yi
To the best knowledge of the Company there is no other financial business family or other material/relevant relationship
among the members of the Board.During the year ended December 31 2025 the Board at all times met the requirement of the Listing Rules of SEHK of having
a minimum of three independent non-executive Directors (representing at least one-third of the Board) with one of them
possessing appropriate professional qualifications or accounting or related financial management expertise.The composition of the Board reflects the necessary balance of skills and experience appropriate for the business requirement
and objectives of the Group and for the exercise of independent judgement.The Company has received a written annual confirmation from each independent non-executive Director of his/her
independence pursuant to the requirements of the Listing Rules of SEHK and the Regulations on Independent Directors of
Listed Companies (《上市公司獨立董事管理辦法》) for A share listed companies. To the best of the Company’s knowledge
the Company considers all independent non-executive Directors to be independent in accordance with the independence
guidelines set out in Rule 3.13 of the Listing Rules of SEHK.
088 S.F. Holding Co. Ltd. Annual Report 2025Corporate Governance Report
The Company has feasible and effective mechanisms to ensure independent views and input are available to the Board. All
Directors have timely access to all relevant information as well as the advice and services of the joint company secretaries and
senior management of the Company with a view to ensuring that Board procedures and all applicable laws and regulations are
followed. Any Director may seek independent professional advice in appropriate circumstances at the Company’s expenses
upon reasonable request made to the Board. During the year ended December 31 2025 the Board has reviewed the board
independence mechanisms and considered that the implementation of the mechanisms was effective.The Company also recognizes and embraces the benefits of having a diverse Board to enhance its performance and has adopted
a Policy of Director Nomination and Board Diversity aiming to set out the approach to nominate directors and achieve diversity on
the Board. All Board members shall be appointed on the basis of merit and the benefits of diversity (including gender diversity)
of the Board shall be fully taken into account in the consideration of candidates on appropriate terms. In designing the Board’s
composition board diversity has been considered from a number of measurable objectives including but not limited to a balance of
skills professional experience educational background knowledge expertise culture independence age and gender.The Policy of Director Nomination and Board Diversity sets out the factors in evaluating selecting and recommending to the
Board one or more candidates for appointment or re-election as a director including but not limited to: (a) diversity of views
including but not limited to gender age cultural and educational background professional experience skills regional and
industry experience ethnicity knowledge and years of service; (b) qualifications including achievements and experience in
the relevant industries in which the Company’s business is carried out and other professional qualifications; (c) commitment
to the responsibilities of the Board in terms of available time investment; (d) reputation for integrity; (e) the contribution
that the candidate can bring to the Board; and (f) one or more plans for the orderly implementation of Board succession.In addition the Board and the Nomination Committee will assess and recommend one or more candidates for the post of
independent non-executive director of the Company having due regard to a number of factors including but not limited to
the independence and appointment requirements of independent non-executive directors under the regulatory rules of the
place where the Company’s shares are listed.Board Practices and Conduct of Meetings
Annual meeting schedules and draft agenda of each meeting are normally made available to the Directors in advance. For
regular Board meeting and other Board and committee meetings reasonable notice is generally given.Board papers together with all appropriate complete and reliable information are sent to all Directors at least three days
before each Board meeting or committee meeting to keep Directors apprised of the latest development and financial position
of the Company and to enable them to make decisions. The Board and each Director also have separate and independent
access to the senior management where necessary.The senior management normally will attend regular Board meetings and where necessary other Board and committee
meetings to advise on business development financial and accounting matters statutory and regulatory compliance corporate
governance and other major aspects of the Company.The secretary of the Company is responsible for taking and keeping minutes of all Board meetings and committee meetings.Minutes of Board meetings and committee meetings record in sufficient detail the matters considered and decisions reached
including any concerns raised by Directors or dissenting views expressed.Annual Report 2025 S.F. Holding Co. Ltd. 089Corporate Governance Report
Board Meetings and General Meetings
During the year of 2025 the Company scheduled and held 9 Board meetings and 3 general meetings. The attendance of
individual Directors at the Board meetings and general meetings is set out below:
2025 First 2025 Second
Board Annual General Extraordinary Extraordinary
Members of the Board Meetings Meeting General Meeting General Meeting
Executive Directors
Mr. Wang Wei 9/9 1/1 1/1 1/1
Mr. Ho Chit 9/9 1/1 1/1 1/1
Mr. Xu Bensong 9/9 1/1 1/1 1/1
Ms. Wang Xin(1) 8/8 1/1 1/1 1/1
Independent Non-executive Directors
Mr. Chan Charles Sheung Wai 9/9 1/1 1/1 1/1
Mr. Lee Carmelo Ka Sze 9/9 1/1 1/1 1/1
Dr. Ding Yi 9/9 1/1 1/1 1/1
Note:
(1) As the term of the sixth session of the Board expired on December 30 2025 Ms. Wang Xin ceased to be a director of the Company.
During the year ended December 31 2025 the Board has met regularly and scheduled four regular meetings in accordance
with the CG Code either in person or through electronic means of communication and the Board committees have met in
accordance with the CG Code and their respective terms of reference.Apart from regular Board meetings the Chairman has also held one meeting with the independent non-executive Directors
without the presence of other Directors during the year ended December 31 2025.Board Committees
The Board has established five Board committees in accordance with the relevant laws and regulations the Articles of
Association and the code of corporate governance practices under the Listing Rules of SEHK namely the Audit Committee
the Remuneration and Appraisal Committee the Nomination Committee the Risk Management Committee and the Strategy
Committee. All Board committees of the Company are established with specific written terms of reference which deal clearly
with their authority and duties. The Board committees have sufficient resources to perform their necessary duties. All Board
committees must report their decisions or recommendations to the Board. The terms of reference for Board committees are
published on the websites of the Hong Kong Stock Exchange and the Company and are available for shareholders to review.Audit Committee
As at the date of the Report the Audit Committee of the Company consists of three independent non-executive Directors
namely Mr. Chan Charles Sheung Wai Mr. Lee Carmelo Ka Sze and Dr. Ding Yi. Mr. Chan Charles Sheung Wai serves as
the chairman of the committee and has the appropriate professional qualifications as required under Rules 3.10(2) and 3.21
of the Listing Rules of SEHK. The primary duties of the Audit Committee of the Company include (but are not limited to):
1. supervising the annual audit work making judgment on the authenticity accuracy and completeness of the information
in the audited financial reports before submitting to the Board for review;
090 S.F. Holding Co. Ltd. Annual Report 2025Corporate Governance Report
2. providing recommendations on engaging or changing external auditors and supervising the performance of external auditors;
3. supervising and evaluating the internal audit work;
4. reviewing the financial reports of the Company and expressing opinions thereon;
5. supervising and evaluating the Company’s financial reporting system and internal control system;
6. supervising and coordinating the communication between the management internal auditors and external auditors;
7. exercising the functions and powers of the Board of Supervisors as stipulated under the PRC Company Law; and
8. handling other matters required by laws rules and regulations of the jurisdictions where the Shares are listed the Articles
of Association or as authorized by the Board.The Audit committee held 8 meetings during the year ended December 31 2025 reviewed and approved among others
financial report and summary of audit work for the year of 2024 financial report and internal control report for the first quarter
of 2025 interim financial report and review report for the year of 2025 financial report and internal control report for the third
quarter of 2025 appointment of audit firm for the year of 2025 audit work plan for the year of 2025 and relevant work for
foreign exchange hedging transactions. The attendance of its members is set out as follows:
Members of the Audit Committee Number of Committee Meetings Attended Attendance Rate
Mr. Chan Charles Sheung Wai 8/8 100%
Dr. Ding Yi 8/8 100%
Mr. Lee Carmelo Ka Sze 8/8 100%
Remuneration and Appraisal Committee
As at the date of the Report the Remuneration and Appraisal Committee of the Company consists of three independent non-executive
Directors namely Dr. Ding Yi Mr. Chan Charles Sheung Wai and Mr. Lee Carmelo Ka Sze. Dr. Ding Yi serves as the chairlady of the
committee. The primary duties of the Remuneration and Appraisal Committee of the Company include (but not limited to):
1. formulating and reviewing and making recommendations to the Board on the remuneration structure and policies for
Directors and senior management;
2. recommending to the Board the remuneration packages of Directors and senior management (i.e. the model described
in the code provision E.1.2(c)(ii) of the CG Code is adopted);
3. reviewing and making recommendations on the assessment and remuneration for senior management and evaluating
performance of senior management;
4. managing the stock incentive plan of the Company including reviewing the granting conditions exercise conditions under
the plan and other matters required by the rules; and
5. handling other matters required by laws rules and regulations of the jurisdictions where the Shares are listed the Articles
of Association or as authorized by the Board.Annual Report 2025 S.F. Holding Co. Ltd. 091Corporate Governance Report
The Remuneration and Appraisal Committee held 6 meetings during the year ended December 31 2025 reviewed and approved
among others remuneration and performance of executive Directors and senior management for the year of 2024 annual
remuneration plan for the year of 2025 cancellation of options adjustment of exercise price and fulfillment of exercise conditions
under the 2022 Stock Option Incentive Plan “Grow Together” Employee Shareholding Scheme and its management measures and
remuneration plan for Directors of the seventh session of the Board. The attendance of its members is set out as follows:
Number of Committee
Members of the Remuneration and Appraisal Committee Meetings Attended Attendance Rate
Dr. Ding Yi 6/6 100%
Mr. Chan Charles Sheung Wai 6/6 100%
Mr. Lee Carmelo Ka Sze 6/6 100%
Nomination Committee
As at the date of the Report the Nomination Committee of the Company consists of three Directors including two independent
non-executive Directors namely Mr. Lee Carmelo Ka Sze and Dr. Ding Yi and one executive Director namely Mr. Wang Wei.Mr. Lee Carmelo Ka Sze serves as the chairman of the committee. The primary duties of the Nomination Committee of the
Company include (but not limited to):
1. formulating the criteria (including skill expertise diversity policy and experience) and procedures for the selection of Directors
(excluding employee representative Directors the same below) and senior management members reviewing the structure size
and composition of the Board at least once annually assisting the Board of Directors in maintaining a board skills matrix and
making recommendations on any proposed changes to the Board to complement the Company’s strategy;
2. making recommendations to the Board on the nomination appointment and removal of candidates for Directors and senior
management members;
3. preliminarily examining the eligibility of candidates for Directors and senior management members;
4. assessing the independence of the independent non-executive Directors when appointing them and reviewing their
independence periodically;
5. supporting the Board to regularly evaluate its performance; and
6. handling other matters required by laws rules and regulations of the jurisdictions where our Shares are listed the Articles
of Association or as authorized by the Board.The Nomination Committee held 3 meetings during the year ended December 31 2025 reviewed and approved among
others annual review of the independence of independent non-executive Directors annual review of the structure number and
composition of the Board and the election of non-independent Directors and independent Directors of the seventh session
of the Board. The attendance of its members is set out as follows:
Members of the Nomination Committee Number of Committee Meetings Attended Attendance Rate
Mr. Lee Carmelo Ka Sze 3/3 100%
Dr. Ding Yi 3/3 100%
Mr. Wang Wei 3/3 100%
092 S.F. Holding Co. Ltd. Annual Report 2025Corporate Governance Report
Strategy Committee
As at the date of the Report the Strategy Committee of the Company consists of three Directors including two independent
non-executive Directors namely Mr. Chan Charles Sheung Wai and Dr. Ding Yi and one executive Director namely Mr. Wang
Wei. Mr. Chan Charles Sheung Wai serves as the chairman of the committee. The primary duties of the Strategy Committee
of the Company include (but not limited to):
1. reviewing the overall development strategy plan of the Company including our ESG development strategy and advising
the Board accordingly;
2. evaluating the overall development of each business unit of the Company and making recommendations to the Board
regarding any adjustments;
3. reviewing the Company’s business investment and financing plans and making recommendations to the Board; and
4. handling other matters required by laws rules and regulations of the jurisdictions where the Shares are listed the Articles
of Association or as authorized by the Board.The Strategy Committee held one meeting during the year of 2025 reviewed and approved among others the Company’s
strategic objectives and strategic initiatives for 2025 sustainability report and final financial report for the year of 2024 and
financial budget report for the year of 2025. The attendance of its members is set out as follows:
Members of the Strategy Committee Number of Committee Meeting Attended Attendance Rate
Mr. Chan Charles Sheung Wai 1/1 100%
Dr. Ding Yi 1/1 100%
Mr. Wang Wei 1/1 100%
Risk Management Committee
As at the date of the Report the Risk Management Committee of the Company consists of three Directors including one
executive Director namely Mr. Ho Chit and two independent non-executive Directors namely Mr. Chan Charles Sheung
Wai and Mr. Lee Carmelo Ka Sze. Mr. Ho Chit serves as the chairman of the committee. The primary duties of the Risk
Management Committee of the Company include (but not limited to):
1. providing guidance to the Company’s overall risk management and providing support for the Board to perform risk
management functions;
2. evaluating the improvement and effectiveness of the risk management system and issuing opinions; and
3. handling other matters required by laws rules and regulations of the jurisdictions where the Shares are listed the Articles
of Association or as authorized by the Board.The Risk Management Committee held one meeting during the year ended December 31 2025 reviewed and approved the
risk management work summary for year of 2024 and risk management work plan for the year of 2025. The attendance of
its members is set out as follows:
Members of the Risk Management Committee Number of Committee Meeting Attended Attendance Rate
Mr. Ho Chit 1/1 100%
Mr. Chan Charles Sheung Wai 1/1 100%
Mr. Lee Carmelo Ka Sze 1/1 100%
Annual Report 2025 S.F. Holding Co. Ltd. 093Corporate Governance Report
Appointment and Re-Election of Directors
Each of the executive Directors has entered into a service contract with the Company for a term starting from the date of the
Company’s 2025 second extraordinary general meeting when he/she has been appointed and ending when a new session of
the Board of Directors is elected by the Shareholders’ general meeting of the Company or an executive Director ceases to be
qualified as an executive Director of the Company whichever is earlier unless otherwise provided by law. Each term of office
shall not exceed 3 years. The Company has also issued a letter of appointment to each of the independent non-executive
Directors for a term starting from the date of the 2025 second extraordinary general meeting of the Company when he/she has
been appointed and ending when a new session of the Board of Directors is elected by the Shareholders’ general meeting of
the Company or an independent non-executive Director ceases to be qualified as an independent non-executive Director of the
Company whichever is earlier unless otherwise provided by law. Each term of office shall not exceed 3 years. Under the Articles
of Association non-employee representative Directors (including non-executive Directors) shall be elected or replaced by the
Shareholders’ general meeting while the election and replacement of the employee representative Directors shall be decided by
the employee representative meeting the general meeting of employees or other democratic decision-making methods. The term
of office of a Director shall not exceed 3 years. Upon expiry of the term of office he/she may be re-elected and re-appointed in
accordance with the provisions of the securities regulatory rules of the place where the Company’s Shares are listed. A Director
shall continue to perform his duties in accordance with the laws administrative regulations and Articles of Association until a
duly re-elected director takes office if re-election is not conducted in a timely manner upon the expiry of his term of office or if
the resignation of directors results in the number of directors being less than the quorum.Board Diversity Policy
To enhance effectiveness of the Board and maintain high standard of corporate governance the Company has adopted the Board
diversity policy which sets out the objective and approach to achieve and maintain the diversity of the Board. Pursuant to the Board
diversity policy the Company seeks to achieve Board diversity by taking into consideration of various factors including but not limited
to gender age cultural and educational background ethnicity professional experience skills knowledge industry and regional
experience and length of service. The implementation of the policy is monitored by the Nomination Committee. The Nomination
Committee shall report its findings and make recommendation to the Board if any. Such policy and objectives will be reviewed from
time to time and at least on an annual basis to ensure their appropriateness in determining the optimum composition of the Board.As at December 31 2025 the Board has a balanced mix of experiences and industry background. The Directors have a
diverse educational background including economics law accounting business administration and management as well as
different industry backgrounds and professional qualifications. The Company has three independent non-executive Directors
with different industry backgrounds representing half of the members of the Board. Furthermore the Board has one female
Director and has a wide age range comprising members from their 40s to 70s. The Company assessed its business model
and the backgrounds and abilities of the Directors and concluded that the composition of the Board satisfies the Board
diversity policy. The Company is committed to maintaining gender diversity on the Board and at the working level including
senior management. In particular the Company will strive to maintain that the Board and senior management have at least
one member who is not of the same gender as the other members. As at December 31 2025 the Board has one female
Director out of six Directors representing 16.7% of the Board; and one out of five of the senior management of the Group
(other than Directors) is female representing 20% of the senior management.During the year ended December 31 2025 the Board has reviewed the Policy of Director Nomination and Board Diversity
and considered that the implementation of the policy was effective.Training and Continuing Professional Development of Directors
The Directors should participate in appropriate continuous professional development to develop and refresh their knowledge
and skills to ensure that their contribution to the Board remains informed and relevant. Continuing briefings and professional
development trainings for the Directors are arranged whenever necessary. In addition reading materials relating to the
Company’s business or Directors’ duties and responsibilities updates on applicable laws corporate governance regulations
applicable to the Group are provided to the Directors from time to time for their studying and reference. All Directors are
encouraged to attend relevant training courses at the Company’s expenses.
094 S.F. Holding Co. Ltd. Annual Report 2025Corporate Governance Report
During the year ended December 31 2025 details of the training attended by each of the Directors are as follows:
Topics
Listing Rules
of SEHK and Risk
Duties Hong Kong Corporate management Industry and
of the Board laws and governance and internal business
Directors and Directors regulations and ESG controls update Total hours
Wang Wei ? ? ? ? ? 21.00
Ho Chit ? ? ? ? ? 23.50
Xu Bensong ? ? ? ? ? 18.00
Chan Charles Sheung Wai ? ? ? ? ? 50.00
Lee Carmelo Ka Sze ? ? ? ? ? 56.25
Ding Yi ? ? ? ? ? 100.00
Wang Xin(1) ? ? ? ? ? 18.00
Notes:
(1) As the term of the sixth session of the Board expired on December 30 2025 Ms. Wang Xin ceased to be a director of the Company.
(2) All Directors participated in the training by attending external seminars and reading materials.
(3) The training attended by each Director includes sessions provided by internal and external organizations as well as self-study.
Model Code for Securities Transactions
The Company has adopted the Model Code regarding Directors’ dealings in the securities of the Company. Having made
specific enquiry of all the Directors all Directors confirmed that they have complied with the provisions of the Model Code
during the year ended December 31 2025.The Company has also established written guidelines for securities transactions by employees who are likely to be in possession
of inside information of the Company on terms no less exacting than the Model Code. No incident of non-compliance of the
written guidelines by the employees has been noted by the Company.In case the Company is aware of any restricted period for dealings in the Company’s securities the Company will notify its
Directors and relevant employees in advance.Remuneration Policy for Directors and Senior Management
With a view to further improving the remuneration management system for the Directors and senior management establishing
an incentive and restraint mechanism compatible with modern enterprise system which helps match responsibilities with
rights and fully incentivizing the Directors and senior management the Company has formulated the Management System
of Remuneration of Directors and Senior Management upon approval by the general meeting.According to the Management System of Remuneration of Directors and Senior Management the Company pays allowances
to independent non-executive directors each year. The amount of the allowances is determined at the Company’s general
meeting. The allowances for independent non-executive directors are issued from the following month after their appointment
resolutions are passed at the Shareholders’ general meeting. Except for the independent non-executive Directors no separate
director allowances shall be issued to other Directors by the Company. Non-independent Directors who hold positions in
the Company other than as Directors shall receive remuneration according to the remuneration and appraisal management
measures corresponding to their specific positions and roles in the Company. The Company may also adopt medium-to-long-
term incentive measures such as stock options restricted shares and employee stock ownership plans for relevant Directors
based on their specific roles.Annual Report 2025 S.F. Holding Co. Ltd. 095Corporate Governance Report
The Company’s senior management shall be subject to an annual salary system and their remuneration structure shall
consist of three parts: basic remuneration annual performance-based remuneration and mid-to-long-term incentives. The
Remuneration and Appraisal Committee of the Board formulates and reviews the appraisal method and remuneration plan for
the senior management and submits appraisal results to the Board of Directors for approval and appraises the performance
and behavior of the senior management. The remuneration for the Company’s senior management shall be paid in accordance
with the Company’s payroll system. A certain proportion of the performance-based remuneration for the Company’s senior
management shall be paid following the disclosure of the annual report and the completion of the performance appraisal
which shall be conducted based on audited financial data.During their term of office if violations of laws and regulations and other circumstances that cause significant losses to the
Company occur to a director or senior management member the Company shall not pay or shall claw back the annual
performance-based remuneration or allowances details of which are set out in the Management Measures of Remuneration
of Directors and Management.During the year ended December 31 2025 details of the pre-tax remuneration (excluding equity-based remuneration) received
by the Directors and senior management of the Company are as follows:
Wages and Director’s Pension plan
Name Title bonus etc. allowances contributions Other benefits Total(1)
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Mr. Wang Wei Executive Director CEO 1824 – 56 55 1935
Mr. Ho Chit(2) Executive Director deputy general
manager CFO 5276 – 53 112 5441
Mr. Xu Bensong Executive Director 2580 – 61 147 2788
Mr. Chan Charles Sheung Wai Independent non-executive Director – 680 – – 680
Mr. Lee Carmelo Ka Sze Independent non-executive Director – 680 – – 680
Dr. Ding Yi Independent non-executive Director – 680 – – 680
Mr. Huang Sihai(3) Deputy general manager – – – – –
Mr. Geng Yankun Deputy general manager 3022 – 53 119 3193
Mr. Li Sheng Deputy general manager 4746 – 56 120 4922
Mr. Sun Haijin(3) Deputy general manager – – – – –
Ms. Gan Ling Deputy general manager secretary of the
Board and joint company secretary 2411 – 56 96 2563
Ms. Wang Xin(4) Executive Director 3042 – 53 112 3206
Mr. Zhou Haiqiang(5) Deputy general manager 3388 – 71 144 3603
Total 26288 2040 459 904 29691
Notes:
(1) The emoluments set out in the above table are all pre-tax emoluments earned during their tenure of office as Directors and/or senior management
of the Company.
(2) Mr. Ho Chit serves as the Executive Director and Chief Strategy Officer of KLN (0636.HK). The table above does not include his salary and benefit
etc. received from KLN during the year 2025 amounting to approximately RMB4.821 million in total.
(3) Mr. Huang Sihai and Mr. Sun Haijin have served as deputy general managers of the Company respectively since December 30 2025.
(4) Ms. Wang Xin ceased to serve as a director of the Company on December 30 2025 due to the expiry of her term of office. Ms. Wang Xin ceased
to serve as the Chairperson of the KEX Board of Directors on November 28 2025. The table above does not include her director’s fee received
from KEX during her tenure amounting to approximately RMB0.347 million.
(5) Mr. Zhou Haiqiang ceased to serve as a deputy general manager of the Company on December 30 2025 due to expiry of his term of office.
(6) The above discrepancy between the sum of the sub-items and the total figure is due to rounding.
For further details of the remuneration received by the Directors please refer to note 9(b) to the consolidated financial
statements contained in the Report.
096 S.F. Holding Co. Ltd. Annual Report 2025Corporate Governance Report
External Auditors and Auditors’ Remuneration
The statement of the external auditors of the Company about their reporting responsibilities for the Company’s financial
statements for the year ended December 31 2025 is set out in the section headed “Independent Auditor’s Report” in the
Report.During the year ended December 31 2025 the remuneration paid/payable to the Group’s external auditors
PricewaterhouseCoopers(1) is set out below:
Nature of Services Remuneration
RMB’000
Audit services 43062
Non-audit services(2) 14818
Total 57880
Notes:
(1) Including any entity that is under common control ownership or management with PricewaterhouseCoopers.
(2) The non-audit services mainly included taxation services and other services.
Joint Company Secretaries
The Company has appointed Ms. Gan Ling the deputy general manager and secretary of the Board and Ms. So Ka Man
a director of the company secretarial division of Tricor Services Limited a global professional services provider specializing
in integrated business corporate and investor services as the Company’s joint company secretaries. Ms. Gan is Ms. So’s
primary contact person at the Company.Ms. Gan Ling and Ms. So Ka Man have taken not less than 15 hours of relevant professional training and comply with the
requirement under Rule 3.29 of the Listing Rules of SEHK for the year ended December 31 2025.Risk Management and Internal Controls
The Board acknowledges its responsibility for the risk management and internal control systems and fully recognizes the
value and importance of sufficient risk management and internal control systems. The Company has established the risk
management system and internal control system which are designed to manage rather than eliminate the risk of failure to
achieve the Company’s strategic objectives and can only provide reasonable instead of absolute assurance against material
misstatement or loss.The Risk Management Committee of the Board is responsible for the overall management and control of risks at the group level
and reviews the risk management system of the Group at least once every year. Its main responsibilities include deliberation
and decision-making of risk management system and policies preventing major risks and responding to major crises. In 2025
the Company completed the ISO37301 compliance management system certification. The following measures were adopted
and implemented by the Company in 2025 in response to relevant risks identified:
1. in response to market risks resulting from the slow growth of macro economy and the increased market competition
the Company has been closely monitoring the macro economy and has been adjusting its business strategy in a timely
manner continuing to diversify its business and to increase its service quality with new technology;
2. in response to policy risks resulting from new regulatory requirements for the logistics industry especially higher
requirements for improving the welfare of couriers customer experience and ESG the Company has established policy
research teams for all business units to closely monitor policy updates and to continuously improve its business operation;
Annual Report 2025 S.F. Holding Co. Ltd. 097Corporate Governance Report
3. in response to operational risks resulting from higher cost in labour infrastructure facilities and transportation and
uncertainties in international logistics market the Company has been improving its operation assurance capabilities with
new technology and reducing its reliance on fuel by promoting the use of new energy vehicles. At the same time the
Company has been closely monitoring international trade market and expanding its international logistics resources to
ensure steady and sufficient international services;
4. in response to foreign exchange risks resulting from the Company’s expansion of overseas business the Company has
established the Foreign Exchange Risk Management Regulation; and
5. in response to data and information risks the Company has established sufficient measures for potential information
system risks including continuously implementing and optimizing its current ISO27001 information security management
system and ISO27701 private information management system enhancing relevant training for employees carrying out
information system security ranking assessment GDPR compliance assessment and mobile-app-collected information
compliance assessment.The Audit Committee of the Board is responsible for supervising and evaluating the Company’s financial reporting system and
internal control system and regularly reviewing the Company’s financial reports and external reports issued by the auditors
to ensure the effectiveness and adequacy of the internal control system. The Company has established an internal control
system including capital management investment and financing management human resources management information
system management information disclosure related party transactions budget management contract management asset
management procurement management sales management cost and expense management and financial management
to standardize the Company’s daily operation and management and realize the Company’s internal control objectives. In
terms of the implementation and supervision of the internal control management system the Company sets up independent
supervisory departments for internal audit and risk compliance which are responsible for inspecting and evaluating the integrity
reasonableness and implementation effectiveness of the internal control systems of the Company’s internal institutions holding
subsidiaries and joint-stock companies that have significant impacts on the Company evaluating the legality compliance
authenticity and completeness of accounting information and other core business process information as well as financial
income and expenditure activities and other relevant economic activities. The internal audit and risk compliance departments
report quarterly to the Audit Committee on the findings of internal control and internal audit promoting timely optimization
and improvement of internal management issues.The Board as supported by the Risk Management Committee and the Audit Committee considered that the risk management
and internal control systems of the Company for the year ended December 31 2025 were effective and adequate.Anti-Corruption Policy and Whistleblowing Mechanism
The Company has implemented comprehensive policies and mechanisms to uphold integrity and ethical standards ensuring
a transparent and secure working environment.Anti-corruption Policies: the Company integrates anti-corruption management into its daily operations through anti-corruption
risk assessments audits and educational initiatives. These efforts continuously strengthen the Company’s capacity to control
business ethics related to anti-corruption and anti-bribery. To prevent and combat corruption safeguard the legal interests
of our Group employees clients and partners and promote sustainable and healthy corporate development the Company
actively encourages all employees to sign the Anti-corruption Undertaking.Whistleblowing Mechanisms: the Company provides several 24/7 reporting channels for both internal and external stakeholders
including email hotline and the company website encouraging employees and suppliers to report any misconduct. Upon
receiving a report a response will be provided to the whistleblower within one business day and a decision to whether to
initiate an investigation is made within one week. If an investigation is warranted it shall be completed along with a response
to the findings within one month. Following the verification of any misconduct we impose penalties based on the severity of
the infraction and in cases suspected of violating the law we hand over them to legal authorities.
098 S.F. Holding Co. Ltd. Annual Report 2025Corporate Governance Report
Communications with Shareholders and Investors
The Company believes that effective communication with Shareholders is essential for enhancing investor relations and
investors’ understanding of the Group’s business performance and strategies. The Company also recognizes the importance
of transparency and timely disclosure of corporate information which will enable Shareholders and investors to make the
best investment decisions.The Company has designated the secretary to the Board as the person in charge of investor relations management to organize
and implement the daily management of investor relations. During the year ended December 31 2025 the Company actively
performed its information disclosure obligation strengthened communication with investors and answered questions from
investors in a timely manner through multi-tiered communication channels such as results briefings investor relations hotline
and email address in strict accordance with relevant laws and regulations as well as the requirements of the Shenzhen Stock
Exchange and the Hong Kong Stock Exchange which fully guaranteed the investors’ right to know.The Company maintains a website at www.sf-express.com as a communication platform with shareholders and investors
where information and updates on the Group’s business operations developments and financial information are available for
public access.The external auditor of the Company will be invited to attend the annual general meeting to answer questions about the
conduct of the audit the preparation and content of the auditor’s report and auditor’s independence.In line with the paperless listing regime the Company will disseminate its corporate communications in English and Chinese on
the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the website of the Company (www.sf-express.com)
without disseminating printed form. If any shareholder would like to receive printed copies please refer to the notification letter
dated March 4 2025 and the “Corporation Communications Arrangements” under section “Investor Relations – IR Contact”
of the Company’s website for the requesting procedure.The general meetings of the Company provide an opportunity for communication between the Board and the Shareholders.Pursuant to the Articles of Association a notice to Shareholders is sent by the Company at least 20 days before the annual
general meeting and at least 15 days before the extraordinary general meeting.The Company continues to enhance communications and relationships with its investors. Designated senior management
maintains regular dialogue with institutional investors and analysts to keep them posted of the Company’s developments.The Company has in place Investors’ Relations Management Policy to ensure that Shareholders’ views and concerns are
appropriately addressed. During the year ended December 31 2025 the Company has reviewed the Investors’ Relations
Management Policy and considered that the policy was effectively implemented with the measures as disclosed above.Shareholder Rights
As one of the measures to safeguard Shareholders’ interests and rights separate resolutions are proposed at Shareholders’
meetings for each substantially separate issue including the election of individual Directors for Shareholders’ consideration
and voting. All resolutions put forward at general meetings will be voted on by poll pursuant to the Listing Rules of SEHK
and the poll voting results will be posted on the websites of the Hong Kong Stock Exchange and the Company immediately
after the relevant general meetings.Convening an Extraordinary General Meeting and Putting Forward Proposals at General
Meetings
Pursuant to the Articles of Association Shareholders holding individually or collectively certain percentage or more of the
shares of the Company can (i) require the Board of Directors to convene an extraordinary general meeting and (ii) make a
proposal to the Company at a shareholders’ general meeting of the Company. For more details please refer to the Company’s
Articles of Association.Annual Report 2025 S.F. Holding Co. Ltd. 099Corporate Governance Report
Putting Forward Enquiries to the Board
The Board gives high priority to maintaining balanced clear and transparent communications with Shareholders and other
investors to facilitate their understanding of the Company’s performance and prospects as well as the market environment
in which it operates. We have an ongoing dialogue with Shareholders and other investors through various communication
channels and take any areas of concern into consideration when formulating the Group’s business strategies.Shareholders may at any time send their enquiries requests proposals and concerns to the Board in writing through the
Company. The contact details of the Company are as follows:
Email: sfir@sf-express.com
We will respond promptly to shareholders’ enquiries and concerns.Dividend Policy
Principles for Profit Distribution
The Company’s profit distribution shall emphasize a reasonable return to public shareholders with the purpose of sustainable
development and safeguarding shareholders’ rights and interests maintain the continuity and stability of profit distribution
policies and comply with the relevant provisions of laws and regulations.Way of Profit Distribution
Dividends can be distributed in the form of cash shares or a combination of both and distribution of profits by way of cash
dividends should be given priority.Conditions for Cash Dividends
For distribution of cash dividends the following conditions shall be satisfied:
1. The distributable profit (i.e. the after-tax profit remaining after making up for the losses and making contributions to the
common reserve fund) realized by the Company in a year is positive;
2. The auditor issues a standard unqualified audit report on the annual financial report of the Company; and
3. The Company has no material investment plans or significant cash expenditures (except for fundraising investment projects)
within the next 12 months.Material investment plans or significant cash expenditures refer to the total accumulative expenditures for external investment
acquisition of assets or purchase of equipment by the Company within the next 12 months reaching or exceeding 20% of
the latest audited net assets of the Company and exceeding RMB50 million.Cash Dividend Payout Ratio and Time
Subject to the compliance of the profit distribution principles the maintenance of the normal operation and the long-term
development of the Company where cash distribution conditions are met the Company in principle makes the cash dividend
payment once a year. Cash dividend for each year shall not be less than 10% of the distributable profit realized for that same
year the aggregate cash dividend for any three consecutive years shall not be less than 30% of the average distributable
profits realized during such three years. Under certain conditions the Company may distribute interim dividends according
to its actual operating conditions.
100 S.F. Holding Co. Ltd. Annual Report 2025Corporate Governance Report
When the Company convenes an annual general meeting to consider the annual profit distribution plan it may consider and
approve the conditions maximum proportion and maximum amount of cash dividends for the interim period of the next
year. The maximum amount of interim dividend for the next year considered at the annual general meeting shall not exceed
the net profit attributable to shareholders of the listed company for the corresponding period. The Board of Directors shall
formulate a specific interim dividend plan in accordance with the resolutions of the shareholders’ general meeting subject
to the conditions of profit distribution.The Board has formulated the “Shareholders’ Return Plan for the Following Five Years (2024-2028)” according to which the
total amount of cash dividends of the Company in 2023 accounted for about 35% of the profit attributable to owners of the
Company in that year and the proportion of cash dividends of the Company from 2024 to 2028 will increase steadily on the
basis of that in 2023. Decisions to declare or to pay any dividends in the future will depend on among other things the
Company’s profitability operations and development plans external financing environment costs of capital the Company’s
cash flows and other factors that the Directors may consider relevant.The dividend distribution plan for the year of 2025 is in line with the Company’s dividend policy and the “Shareholders’ ReturnPlan for the Following Five Years (2024-2028)”. For details please refer to the section headed “Report of Directors” on pages
104 to 125 of this Report.
Reduction and Exemption of Dividend Tax
For Holders of A Shares
In accordance with the Notice of the Ministry of Finance the State Administration of Taxation and the CSRC on ImplementingDifferentiated Individual Income Tax Policy for Stock Dividends of Listed Companies (Cai Shui [2015] No. 101)* (《財政部、國家稅務總局、中國證監會關於上市公司股息紅利差別化個人所得稅政策有關問題的通知》(財稅[2015]101號)) for shares of
listed companies acquired by individuals from public offerings or transfer of shares in the market where the holding period
exceeds one year the dividends shall be temporarily exempted from individual income tax; where the holding period is more
than one month and less than one year (inclusive) the dividends shall be subject to individual income tax at the rate of 10%
and where the holding period is less than one month (inclusive) the dividends shall be subject to individual income tax at
the rate of 20%. For dividends distributed by listed companies where the period of individual shareholding is within one year
(inclusive) the listed companies shall not withhold the individual income tax temporarily. The tax payable subject to individual
transfer of shares shall be calculated by China Securities Depository and Clearing Corporation Limited in accordance with
the duration of its holding period. Custodian of shares including securities companies will withhold the amount from individual
accounts and transfer the tax to China Securities Depository and Clearing Corporation Limited. China Securities Depository
and Clearing Corporation Limited shall transfer the tax to the listed companies within 5 working days of the next month and
the listed companies shall declare the tax to the competent tax authorities upon receiving the tax amount within the statutory
Reporting Period of that month.Resident enterprise shareholders of A shares shall report and pay for the enterprise income tax of dividends by themselves.For the shareholders who are Qualified Foreign Institutional Investor (QFII) the listed companies shall withhold and pay
enterprise income tax at a rate of 10% pursuant to the requirements of the Notice of the State Administration of Taxation
Concerning the Relevant Questions on the Withholding and Payment of Enterprise Income Tax Relating to the Payment ofDividends Bonus and Interest by PRC Resident Enterprises to QFII (Guo Shui Han [2009] No. 47)* (《國家稅務總局關於中國居民企業向QFII支付股息、紅利、利息代扣代繳企業所得稅有關問題的通知》(國稅函2009[47]號)). QFII shareholders entitled
to preferential tax treatment under tax treaties (arrangements) shall apply to the competent taxation authority for tax rebates
according to the relevant rules and regulations after they receive the dividends and tax rebates will be executed under tax
treaties upon verification carried out by competent tax authorities.For non-PRC resident enterprise shareholders of A shares except the above-mentioned QFII listed companies shall withhold
and pay enterprise income tax at a rate of 10% pursuant to the requirements of the Announcement of the State Administration
of Taxation on Matters Concerning Withholding and Payment of Income Tax of Non-PRC Resident Enterprises from Source(Announcement [2017] No.37 of the State Administration of Taxation)* (《國家稅務總局關於非居民企業所得稅源泉扣繳有關問題的公告》(國家稅務總局公告2017年第37號)) and the Response of the State Administration of Taxation Concerning Questions
on Enterprise Income Tax over Dividend of B-Shares and Other Shares Received by Non-PRC Resident Enterprises (Guo Shui
Han [2009] No. 394)* (《國家稅務總局關於非居民企業取得B股等股票股息徵收企業所得稅問題的批覆》(國稅函[2009]394號)).non-PRC resident enterprise shareholders entitled to preferential tax treatment shall make registration in accordance with the
relevant provisions of the tax treaties.Annual Report 2025 S.F. Holding Co. Ltd. 101Corporate Governance Report
Pursuant to the requirements of the Notice of the Ministry of Finance the State Administration of Taxation and the CSRC
on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong Kong Stock Connect (Cai Shui [2016] No. 127)*
(《財政部、國家稅務總局、中國證監會關於深港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2016]127號))
listed companies shall withhold an income tax at the rate of 10% on dividends from the A shares of the company invested by
Hong Kong investors (including enterprises and individuals) through the Shenzhen Stock Exchange and apply for withholding
via the competent tax authorities (before the Hong Kong Securities Clearing Company Limited is able to provide details
such as investor identities and holding periods to China Securities Depository and Clearing Corporation Limited the policy
of differentiated rates of taxation based on holding periods will temporarily not be implemented). For investors who are tax
residents of other countries and whose country of domicile is a country which has entered into a tax treaty with the PRC
stipulating a dividend tax rate of lower than 10% those enterprises and individuals may or may entrust a withholding agent
to apply to the competent tax authority of the listed company for the entitlement of the rate under such tax treaty. Upon
approval by the competent tax authority the paid amount in excess of the tax payable based on the tax rate according to
such tax treaty will be refunded.For Holders of H Shares
Pursuant to the Circular on Questions Concerning the Collection of Individual Income Tax Following the Repeal of Guo Shui
Fa [1993] No. 045 (Guo Shui Han [2011] No. 348)* (《關於國稅發[1993]045號文件廢止後有關個人所得稅徵管問題的通知》
(國稅函[2011]348號)) overseas resident individual holders of H Shares may enjoy relevant tax incentives on dividends in
accordance with the tax treaties signed between the PRC and their jurisdiction as well as the tax arrangement between the
Chinese Mainland and Hong Kong. For the purpose of simplifying tax administration dividends paid to overseas resident
individual holders of H Shares are generally subject to individual income tax at the withholding tax rate of 10%. Overseas
resident individual holders who reside in jurisdictions that have not entered into tax treaties with the PRC are subject to
individual income tax at the withholding rate of 20%.Pursuant to the requirements of the Notice of the State Administration of Taxation on Matters Concerning Withholding Enterprise
Income Tax When PRC Resident Enterprises Distribute Dividends to Foreign non-PRC Resident Enterprise Shareholders of HShares (Guo Shui Han [2008] No. 897)* (《國家稅務總局關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》(國稅函[2008]897號)) distributing dividends to foreign non-resident enterprise shareholders of H shares
for 2008 and for the years onwards shall be subject to the enterprise income tax withheld at a uniform rate of 10%. Upon
receipt of such dividends an overseas non-PRC resident enterprise shareholder may apply to the competent tax authorities
for relevant treatment under the tax treaties (arrangements) in person or through a proxy or a withholding agent and provide
evidence in support of its status as a beneficial owner as defined in the tax treaties (arrangements). Upon verification by the
competent tax authorities the difference between the tax levied and the amount of tax payable as calculated at the tax rate
under the tax treaties (arrangements) will be refunded.According to the requirements of the Notice on the Tax Policies Concerning the Pilot Program of the Shanghai-Hong Kong
Stock Connect published by the Ministry of Finance the State Administration of Taxation and the CSRC (Cai Shui [2014] No.
81) (《財政部、國家稅務總局、中國證監會關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2014]81號)) and
the Notice on the Tax Policies Concerning the Pilot Program of the Shenzhen-Hong Kong Stock Connect published by theMinistry of Finance the State Administration of Taxation and the CSRC (Cai Shui [2016] No. 127) (《財政部、國家稅務總局、中國證監會關於深港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2016]127號)) listed companies shall withhold
an individual income tax at the rate of 20% on dividends from the H shares of the company invested by mainland individual
investors on the Hong Kong Stock Exchange through the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong
Kong Stock Connect. For dividends of the shares listed on the Hong Kong Stock Exchange received by mainland securities
investment funds from investment through the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock
Connect individual income tax shall be calculated in accordance with the above requirements. For dividends of the shares listed
on the Hong Kong Stock Exchange received by mainland enterprise investors from investment through the Shanghai-Hong
Kong Stock Connect and the Shenzhen-Hong Kong Stock Connect H-share companies shall not withhold income tax of
dividends and mainland enterprise investors shall report and pay the tax amount by themselves. In particular the dividends
received by resident enterprises in mainland which hold H shares for at least 12 consecutive months shall be exempted from
enterprise income tax according to law.Save as disclosed above Directors are not aware of any tax relief and exemption available to the Shareholders by reason of
their holding of the Company’s listed securities.
102 S.F. Holding Co. Ltd. Annual Report 2025Corporate Governance Report
Constitutional Documents
The Company has been listed on the Hong Kong Stock Exchange since November 27 2024. As a result the Company newly
issued 170000000 H Shares with the total registered capital increased from RMB4815911220 to RMB4985911220.On March 28 2025 as authorized by the 2023 first extraordinary general meeting the Board of the Company amended the
Articles of Association to reflect the above changes.On August 28 2025 the Board of the Company proposed to make amendments to the Articles of Association to reflect that:
(1) Due to the implementation of the 2022 Stock Option Incentive Plan (A Shares) from October 2024 to August 2025 the
exercise of options by incentive participants resulted in an increase of 6780797 A Shares and share capital of A Shares
increased from 4815911220 Shares to 4822692017 Shares; (2) On July 4 2025 the Company completed the placement
of new H Shares on the Hong Kong Stock Exchange under the general mandate resulting in an increase of 70000000
H Shares and an increase in the share capital of H Shares from 170000000 Shares to 240000000 Shares; and (3) As
approved by the 2024 annual general meeting the Company changed the use of the repurchased shares under the secondA Shares repurchase plan of the Company in 2024 from the original plan “for the purpose of employee stock ownership plansor equity incentives” to “to be cancelled and to reduce the registered capital” and completed the cancellation procedures
of the aforesaid repurchased 23270358 A Shares at the Shenzhen Branch of China Securities Depository and Clearing
Corporation Limited on August 7 2025 resulting in a decrease in the share capital of A Shares from 4822692017 Shares to
4799421659 Shares. In view of the foregoing the total share capital of the Company increased from 4985911220 Shares
to 5039421659 Shares of which 4799421659 Shares are A Shares and 240000000 Shares are H Shares. The resolution
in relation to the proposed amendments to the Articles of Association was approved by the Shareholders at the 2025 first
extraordinary general meeting of the Company held on September 15 2025. For details please refer to the announcement
and circular of the Company dated August 28 2025 and the poll results announcement of the 2025 first extraordinary general
meeting dated September 15 2025.Pursuant to the PRC Company Law the Guidelines for the Articles of Association of Listed Companies the Code of Corporate
Governance for Listed Companies the Stock Listing Rules of the Shenzhen Stock Exchange and other relevant laws and
regulations departmental rules and normative documents and in light of the actual circumstances of the Company the
Company will dissolve its Board of Supervisors with the statutory functions and powers of a board of supervisors under the
PRC Company Law to be assumed by the Audit Committee of the Board. The Rules of Procedures for the Board of Supervisors
will be abolished accordingly. Accordingly on December 30 2025 the Company proposed to make amendments to the
Articles of Association and its appendices. Key amendments to the Articles of Association include: (1) Deletion of references to
“supervisors” “Board of Supervisors” and related language part of which shall be replaced by “Audit Committee of the Board”;
(2) Replacing “general meeting (股東大會)” by “general meeting (股東會)”; and (3) In order to increase the decision-making
efficiency of the Board the number of members of the Board shall be amended from “7” directors to “6” directors including
one employee representative director. The amended Articles of Association have been approved and come into effect at the
2025 second extraordinary general meeting. Upon the coming into effect of the amendments to the Articles of Association the
establishment of the Board of Supervisors has been abolished and the functions and powers of the Board of Supervisors as
stipulated under the PRC Company Law will be exercised by the Audit Committee of the Board. For details of the amendments
to the Articles of Association please refer to the announcement and circular of the Company dated December 8 2025 and
the poll results announcement of the 2025 second extraordinary general meeting dated December 30 2025.Save as disclosed above the Company has not made any changes to its constitutional documents during the year ended
December 31 2025.Annual Report 2025 S.F. Holding Co. Ltd. 103Report of Directors
The Board is pleased to present this Report and the audited financial statements of the Group for the year ended December
312025.
Principal Business
The Group is the largest integrated logistics service provider in the PRC and Asia and the fourth largest in the world. Focusing
on the logistics ecosystem the Group has consistently built on its service capabilities and has diversified its business to
eight segments namely time-definite express economy express freight cold chain and pharmaceutical intra-city on-demand
delivery supply chain and international business (including international express international cargo and freight forwarding
and supply chain) which can provide customers with domestic and international end-to-end one-stop supply chain services.During the year ended December 31 2025 there was no material change in the nature of the principal activities of the Group.An analysis of the Group’s revenue and operating profit for the year ended December 31 2025 by principal activities is set
out in the section headed “Management Discussion and Analysis” on pages 17 to 83 in this Report.Results and Dividend Distribution
The results of the Group for the year ended December 31 2025 are set out in the consolidated statement of profit or loss
and the consolidated statement of comprehensive income on pages 131 to 132. Discussion and analysis about the operating
performance and significant elements affecting the results of operations and financial condition of the Group during the year
are set out in the section headed “Management Discussion and Analysis” on pages 17 to 83 in the Report.The Audit Committee has reviewed the results and financial information of the Group for the year ended December 31 2025
and discussed matters with respect to the accounting policies and practices adopted by the Company and internal control
with senior management members and PricewaterhouseCoopers the auditor of the Company.The Board recommended the final dividend distribution plan for the year ended December 31 2025 with details as follows:
Based on the total number of Shares registered on the record date for the equity distribution of 2025 final dividend distribution
plan (the “Record Date”) the Company proposes to distribute cash dividends to all shareholders whose names appear on
the register of members on the Record Date (excluding the Company’s repurchase securities account) with a cash dividend
of RMB4.3 (tax inclusive) per 10 Shares. The Company will not carry out bonus issue and conversion of capital reserve into
share capital. Upon preliminary calculation using the Company’s total number of Shares as of the date of the Report and
excluding the Shares in the repurchase securities account on the even date the amount of the final cash dividend distribution
is expected to be approximately RMB2.14 billion. The exact amount distributed therefor is subject to the announcement to
be made by the Company in relation to the implementation of distribution. Cash dividends distributed by the Company are
denominated and declared in RMB and payable in RMB to holders of A Shares and in HKD to holders of H Shares. The
exchange rate for the dividend to be paid in HKD will be the 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 on which the dividend distribution plan to be
resolved at the 2025 annual general meeting.Coupled with the 2025 interim cash dividend of approximately RMB2.32 billion disbursed the estimated aggregate amount
of cash dividends for 2025 is approximately RMB4.46 billion accounting for 40% of the profit attributable to owners of the
Company in 2025. This aligns with the “Shareholders’ Return Plan for the Following Five Years (2024-2028)” formulated by
the Company. The 2025 final dividend distribution plan is subject to deliberation and approval at the 2025 annual general
meeting of the Company.As at the date of the Report the Board is not aware of any shareholders who have waived or agreed to waive any dividends.For the Company’s dividend policy please refer to the section headed “Corporate Governance Report” on pages 87 to 103
in the Report.
104 S.F. Holding Co. Ltd. Annual Report 2025Report of Directors
Customers and Suppliers
The Group understands the importance of maintaining good relationships with its stakeholders and considers it a key element
to its sustainable business growth.The Group strives to build and maintain long term and strong relationships with customers and provides one-stop solutions
to multinationals large corporations small and medium enterprises and retail customers to address a full range of customers’
logistics needs. The Group always adheres to the customer-centric approach to provide them warm services. In terms of
supplier the Group makes every effort to build a mutually beneficial and win-win partnership with all suppliers. At the same
time the Group regularly evaluates the performance of its suppliers.During the year ended December 31 2025 the amount and percentage of the five largest customers and suppliers of the
Group are as follows:
Amount Percentage
RMB’000
Revenue generated from the largest customer 9591814 3.11%
Revenue generated from the five major customers 29625207 9.61%
Expenditure on purchases from the largest supplier 23552983 7.77%
Expenditure on purchases from the five major suppliers 57489161 18.97%
None of the Directors their respective close associates or any Shareholder (which to the best of the Directors’ knowledge
owns more than 5% of the number of issued Shares) had any interest in any of five largest customers or suppliers of the
Group during the Reporting Period.Main Risk FactorsAn analysis of the main risk factors affecting the Company’s principal activities is set out in the section headed “CorporateGovernance Report” on pages 87 to 103 in the Report.Issued Shares
As at December 31 2025 the Company issued a total of 5039430409 ordinary Shares. Details of movements in the share
capital of the Company during the year ended December 31 2025 are as follows:
As at January 1 2025 Changes in the year of 2025 As at December 31 2025
Number Cancellation of Issuance of Number
of Shares Percentage treasury shares new Shares Total of Shares Percentage
A Shares 4816186983 96.59% (23270358) (1) 6513784 (16756574) 4799430409(2) 95.24%
H Shares 170000000 3.41% – 70000000 70000000 240000000 4.76%
Total 4986186983 100.00% (23270358) 76513784 53243426 5039430409 100.00%
Notes:
(1) During the Reporting Period upon the approval at the 2024 annual general meeting the Company changed the use of shares repurchased under
the 2024 Second A-Share Repurchase Plan to share cancellation and completed the cancellation procedures for the aforesaid 23270358 A Shares
repurchased on August 7 2025. This demonstrates confidence in the Company’s future prospects and intrinsic value and effectively safeguards
the interests of investors strengthens investor confidence and enhances long-term value creation.
(2) Including 38959689 Treasury A Shares which are deposited by the Company in the Company’s repurchase securities account.
Annual Report 2025 S.F. Holding Co. Ltd. 105Report of Directors
Purchase Sale and Redemption of Listed Securities of the Company
During the year ended December 31 2025 the Company repurchased a total of 41458689 A Shares on the Shenzhen
Stock Exchange for a total consideration of approximately RMB1.643 billion (excluding commissions and transfer fees) which
were held as treasury shares and intended to be used for employee shareholding schemes or equity incentives. Details of
the repurchased shares are as follows:
Consideration per share repurchased
Number of shares Highest Lowest Average Total
Month repurchased price price price consideration
(A Shares) RMB RMB RMB RMB
April 2499000 41.20 39.33 40.41 100975115.00
September 7432648 42.23 39.66 40.36 299989306.65
October 4970000 40.40 40.02 40.25 200057146.70
November 20112341 40.50 38.82 39.77 799846528.41
December 6444700 38.07 37.07 37.64 242596017.00
Total 41458689 – – – 1643464113.76
Save as disclosed above neither the Company nor any of its subsidiaries purchased sold or redeemed any of the Company’s
securities (including sale of treasury shares) listed on the Hong Kong Stock Exchange or the Shenzhen Stock Exchange.Sufficient Public Float
As at December 31 2025 all the 240000000 H Shares counted toward the Company’s public float. Wisdomshire Asset
Management Co. Ltd. a shareholder which held 14700000 H Shares that counted towards the Company’s public float withdetails listed in the section headed “Interests and Short Positions of Substantial Shareholders in Shares and Underlying Sharesof the Company” in this Report. The other members of the public were interested in 225300000 H Shares in aggregate.As at December 31 2025 the market value of public float represented HKD9547907443 which is above HKD1000000000
as required in Rule 19A.28B(2)(a). The percentage of public float represented 4.80% of the total number of issued shares in
the class to which the listed shares belong (excluding treasury shares) as at December 31 2025.The Directors confirmed that during the year ended December 31 2025 the public float of the Company has been in
compliance with the applicable public float requirements.
2022 Stock Option Incentive Plan (A Shares)
The Company has adopted the 2022 Stock Option Incentive Plan as approved by the second extraordinary general meeting
of 2022 on May 17 2022. The source of shares of the 2022 Stock Option Incentive Plan shall be the A Shares repurchased
by the Company and placed in the Company’s repurchase securities account and/or the A Shares issued to participants. As
at the date of the Report all the options under the 2022 Stock Option Incentive Plan have been granted and no option will
be further granted.
106 S.F. Holding Co. Ltd. Annual Report 2025Report of Directors
Purpose and Administration of the 2022 Stock Option Incentive Plan
The purpose of the 2022 Stock Option Incentive Plan is to establish and improve the corporate governance structure and
operation mechanism of the Company to establish and improve the incentive mechanism of the Company to connect the
interests of Shareholders and the Company together with the individual interests of the core talents of the Company and to
promote all parties to focus on the long-term development of the Company and to attract and retain outstanding core talents.The 2022 Stock Option Incentive Plan shall be subject to the administration and supervision of the Board.Selected Participants
Selected participants under the 2022 Stock Option Incentive Plan are core talents who are important for the Company’s future
operation and development including Directors and members of the senior management team key management members
and key staff excluding independent directors and shareholders who individually or collectively hold 5% or more of the share
equity of the Company or actual controller and their spouses parents children and any person prohibited by article 8 of the
Measures for the Administration of Equity Incentives of Listed Companies to be eligible participants. The selected participants
shall be employed by the Company or its subsidiaries at the time the relevant options are granted and during the assessment
period of the 2022 Stock Option Incentive Plan and have not participated in any other share related incentive scheme currently
in force. The maximum entitlement of each selected participant under the 2022 Stock Option Incentive Plan shall not exceed
1% of the Company’s total issued share capital at the time the terms of the 2022 Stock Option Incentive Plan was published.
Total Number of Outstanding Options and Maximum Entitlement of Each Participant
As at December 31 2025 the number of underlying A Shares pursuant to the outstanding options under the 2022 Stock Option
Incentive Plan amounted to 17466709 representing approximately 0.35% of the total issued Shares of the Company as at
the date of the Report (excluding 38959689 A Shares in the Company’s repurchase securities account) with the number of
Shares to be issued upon exercise of the relevant options ranging from 5000 A Shares to 244000 A Shares for each grantee.Option Period
Option period runs from the first trading day after the 12-month anniversary from the date of grant to the last trading day
before the 60-month anniversary from the date of grant. The exercise schedule of the options granted are as follows:
Exercise
Exercise schedule Exercise period percentage
The first period of exercise From the first trading day after the 12-month anniversary from the date 25%
of grant to the last trading day before the 24-month anniversary from
the date of grant
The second period of exercise From the first trading day after the 24-month anniversary from the date 25%
of grant to the last trading day before the 36-month anniversary from
the date of grant
The third period of exercise From the first trading day after the 36-month anniversary from the date 25%
of grant to the last trading day before the 48-month anniversary from
the date of grant
The fourth period of exercise From the first trading day after the 48-month anniversary from the date 25%
of grant to the last trading day before the 60-month anniversary from
the date of grant
Annual Report 2025 S.F. Holding Co. Ltd. 107Report of Directors
Plan Period
The 2022 Stock Option Incentive Plan will be valid from the first grant of options till all the options granted are exercised or
canceled and shall in any event not exceed 67 months.Performance Targets
Company’s Performance Targets
The annual performance assessment targets of the Company are as follows:
Period of exercise Performance assessment target
The first period of exercise The revenue income of 2022 is not less than RMB270 billion or the net profit margin
attributable to owners of the Company in 2022 is not less than 2.1%
The second period of exercise The revenue income of 2023 is not less than RMB315 billion or the net profit margin
attributable to owners of the Company in 2023 is not less than 2.6%
The third period of exercise The revenue income of 2024 is not less than RMB370 billion or the net profit margin
attributable to owners of the Company in 2024 is not less than 2.9%
The fourth period of exercise The revenue income of 2025 is not less than RMB435 billion or the net profit margin
attributable to owners of the Company in 2025 is not less than 3.3%
Grantee’s Performance Appraisal Requirements
The performance appraisal requirements for grantees under the 2022 Stock Option Incentive Plan are as follows:
For Directors members of the senior management team and key management members:
Appraisal results A1 A2 B1 B2 B3 C1 C2 and below
Percentage of exercise 100% 50% 0%
For key staff:
Appraisal results A1 A2 B1 B2 B3 C1 C2 and below
Percentage of exercise 100% 50% 0%
108 S.F. Holding Co. Ltd. Annual Report 2025Report of Directors
The Basis of Determination of the Exercise Price of Options
The second extraordinary general meeting of the Company in 2022 authorized the Board to determine the exercise price of the
2022 Stock Option Incentive Plan. The initial exercise price is RMB42.61 which is 90% of the average trading price of the AShares on the last trading day before the announcement of the draft 2022 Stock Option Incentive Plan (the “Previous TradingDay”) (total trading amount of the A Shares on the Previous Trading Day/total trading volume of the A Shares on the Previous
Trading Day). The exercise price shall be further adjusted accordingly if the Company undergoes events such as conversion of
capital reserve into share capital stock dividends stock splits or reverse splits rights issues or dividend distributions. As at
January 1 2025 the exercise price of the 2022 Stock Option Incentive Plan was RMB40.199. As of the date of this Report
the exercise price has been adjusted to RMB39.301 due to the dividend distribution of the Company in 2025.Details of the options granted and movements during the year ended December 31 2025 are as follows(1):
Number of Options
Weighted
average
closing price
immediately
before the
Outstanding date of
as at exercise
Outstanding Exercised Cancelled December of options
Name or category of as at January during the during the 31 during the
participants Date of grant Exercise price 1 2025 the year the year(2) 2025 year
Directors (on individual named basis)
Ho Chit May 30 2022 RMB40.199 and
RMB39.301 366000 0 122000 244000 –
Xu Bensong May 30 2022 RMB40.199 and
RMB39.301 204000 0 68000 136000 –
Wang Xin(3) May 30 2022 RMB40.199 and
RMB39.301 305000 0 122000 183000 –
The five highest paid individuals during the financial year (other than Directors)(4)
Subtotal May 30 2022 RMB40.199 and
RMB39.301 570000 0 190000 380000 –
Other Eligible Participants
Subtotal May 30 2022 RMB40.199 and
and October RMB39.301
28 2022 26155395 6513784 2934902 16706709 RMB43.59
Total 27295395 6513784 3314902 17466709
Notes:
(1) Please refer to the section headed “Option period” for the exercise period of the options.
(2) Including (i) options that cannot be exercised as individual performance targets were not achieved (ii) options that cannot be exercised as the
holding participant is no longer an employee of the Group and (iii) options exercisable but not exercised during the respective exercise period and
lapsed with exercise prices being RMB40.199 and RMB39.301.
(3) Ms. Wang Xin ceased to serve as a director of the Company on December 30 2025 due to the expiry of her term of office.
(4) The five highest paid individuals during the financial year included an executive Director Mr. Ho Chit whose option information has been disclosed
individually.
(5) During the year ended December 31 2025 there was no options granted. Therefore the number of shares that may be issued in respect of options
granted under the 2022 Stock Option Incentive Plan during the Reporting Period divided by the weighted average number of shares of the relevant
class in issue (excluding treasury shares) is nil.Annual Report 2025 S.F. Holding Co. Ltd. 109Report of Directors
“Grow Together” Employee Shareholding Scheme (A Shares)
The Company has adopted the “Grow Together” Employee Shareholding Scheme as approved by the 2025 first extraordinary
general meeting held on September 15 2025. The source of shares of the “Grow Together” Employee Shareholding Scheme
is 200000000 A Shares transferred from Mingde Holding to the Company on September 17 2025 at nil consideration which
represents approximately 4% of the Company’s issued shares as at the date of the Report (excluding the Treasury A Shares).Purpose
The purpose of the “Grow Together” Employee Shareholding Scheme is to further build an innovative long-term incentive
mechanism through shareholding by members of the core team effectively incentivize the entrepreneurial spirit of the
Company’s core talents and achieve long-term value binding and common growth between the Company and its core talents
in order to achieve long-term development and governance of the Company in the future.Duration
The duration of the “Grow Together” Employee Shareholding Scheme shall not exceed 15 years calculated from the date
on which the “Grow Together” Employee Shareholding Scheme was considered and approved by the general meeting. Upon
expiration the “Grow Together” Employee Shareholding Scheme shall be terminated unless otherwise further extended subject
to the consideration and approval by the Board as authorized by a general meeting of the Company. As of December 31
2025 the remaining duration of the “Grow Together” Employee Shareholding Scheme exceeds 14 years.
Eligible Participants
The eligible participants of the “Grow Together” Employee Shareholding Scheme include Directors (excluding independent
non-executive directors and the actual controller of the Company) senior management personnel core management personnel
and core skeletal personnel who play an important role and influence on the Company’s overall performance and mid – to
long-term development. All eligible participants shall hold positions within the Group (including the Company and its subsidiaries
and branches) and shall have entered into a formal labor or employment contract with an entity within the Group and shall
not be prohibited from becoming an eligible participant of the “Grow Together” Employee Shareholding Scheme pursuant to
relevant laws regulations or normative documents.Management of Scheme
The “Grow Together” Shareholding Scheme Management Committee serves as the day-to-day management body of this
shareholding scheme and exercises shareholder rights on behalf of the holders of this shareholding scheme. The granting time
and number of virtual share units have been authorized by the general meeting to be determined by the Board of Directors.After the vesting period the Board of Directors will calculate and determine the shareholding scheme units that can be
vested in the virtual share units granted to the participants (“Shareholding Scheme Units”). Each shareholding scheme unit
corresponds to one A Share of this scheme (“Relevant Shares”). The participants holding the shareholding scheme units are
the holders of this scheme. The Board of Directors will adjust the list of eligible participants and the allocation of units for the
“Grow Together” Employee Shareholding Scheme based on employee changes and performance evaluations.Acceptance Consideration/Purchase Price
Eligible participants of the “Grow Together” Employee Shareholding Scheme do not need to contribute any funds.
110 S.F. Holding Co. Ltd. Annual Report 2025Report of Directors
Maximum Entitlement of Each Eligible Participant
In the nine years following the year of 2025 when the “Grow Together” Employee Shareholding Scheme was adopted the
Company will grant no more than 180 million virtual share units to eligible participants each year aggregating to no more
than 1620 million granted virtual share units over nine years in total. The maximum number of eligible participants in each
year shall not exceed 16000 persons. A grant price for each virtual share unit will be determined by the Board when such
grant of virtual share units is made.The virtual share units granted each year to Directors (excluding independent non-executive directors and the actual controller)
and senior management members as eligible participants of the “Grow Together” Employee Shareholding Scheme shall not
exceed in aggregate 25% of the total annual grant for the “Grow Together” Employee Shareholding Scheme and the virtual
share units granted to the eligible participants other than Directors and senior management members each year shall not
exceed on an individual basis 5% of the total annual grant for the “Grow Together” Employee Shareholding Scheme. Among
the core skeletal personnel grassroot-level employees such as couriers and operators shall be granted in aggregate virtualshare units of no less than 15% of the actual total grants over the nine years as the eligible participants under the “GrowTogether” Employee Shareholding Scheme.After the implementation of the “Grow Together” Employee Shareholding Scheme the total number of Shares subject to all
effective share schemes of the Company shall not exceed 10% of the Company’s total issued share capital. The total number
of underlying Shares granted to any single employee under all share schemes of the Company shall not exceed 1% of the
Company’s total issued share capital (excluding any Shares obtained by such employee prior to the Company’s A Shares initial
public offering Shares purchased by such employee in the secondary market and Shares obtained through equity incentives).Vesting Period Lock-up Period and Service Period
According to the “Grow Together” Employee Shareholding Scheme virtual share units will be granted and vested over nine
years during the duration. Grants will generally be scheduled for March and/or August of each year and will be granted no
more than twice per year (inclusive). Vesting will generally occur once a year and shall be scheduled for the first quarter of
the following year after each grant.The vesting period refers to the period from the date on which the Company grants the virtual share units to the eligible
participants to the date on which the A Shares are vested to the eligible participants in accordance with the accounting rules
of the “Grow Together” Employee Shareholding Scheme. During this period the participants will not enjoy any dividend rights
or any other property rights attached thereto.The lock-up period refers to a period of 12 months from the date on which the Company announces the vesting of the shares.The service period refers to a specific period from the date on which the lock-up period expires: the service period for the first
vesting year shall be 96 months the service period for the second vesting year shall be 84 months and so on. The service
period for the eighth vesting year shall be 12 months and the scheme units vested in the ninth year shall only be subject to
a 12-month lock-up period and without a service period.During the lock-up period and service period the grantee is only entitled to cash dividends from the Relevant Shares held
and does not have the right to dispose of the Relevant Shares. The full rights to the Relevant Shares shall be enjoyed upon
the expiration of the service period.Upon the expiration of the service period and before the expiration of the duration of the scheme the Scheme Management
Committee will in accordance with market conditions complete the transfer of Relevant Shares or distribute cash to the
holders of the Scheme after the sale of Relevant Shares as soon as possible.Annual Report 2025 S.F. Holding Co. Ltd. 111Report of Directors
Accounting Method Appraisal Targets and Clawback MechanismsUpon the end of the vesting period the Board shall calculate the preliminary scheme units to be vested (the “PreliminaryVested Scheme Units”) corresponding to the increased value of the accounting price of the A Shares over the grant price of
the virtual share units. The accounting method (the “Accounting Method”) is as follows:
Q1 = (C – P) × N ÷ C
Notes:
Q1 represents the scheme units after calculation to be vested to the participant in the year of grant;
C represents the accounting price which is the average closing price of the Company’s A Shares in the year of grant (i.e. the sum of the closing
prices of A Shares on all A Shares trading days in the year of grant divided by the number of A Shares trading days with the closing price being
the price after any backward adjustments);
P represents the grant price and the grant price for 2025 to 2027 shall be RMB35.00 per Share while the grant price for the rest of the years shall
be determined by the Board when such grant of virtual share units is made during a year; and
N represents the number of virtual share units granted to the participant.If the accounting price is lower than the grant price of the virtual share units the Preliminary Vested Scheme Units after
calculation for all eligible participants for that year of grant will be zero.The final and actual scheme units vested and the vesting time will be further determined according to the achievement of the
performance appraisal targets at the individual level and the Company level:
Performance Appraisal Requirements at Individual Level
The number of Relevant Shares to be vested to the eligible participants will be adjusted by a coefficient based on the results
of individual performance appraisal. The individual performance appraisal of eligible participants is conducted in accordance
with the relevant performance appraisal system of the Company. The appraisal results are classified into six grades: A B1
B2 B3 C1 and C2 the corresponding individual appraisal coefficients of which are as follows:
Individual Appraisal Results for the Year of Grant A B1 B2 B3 C1 C2
Individual Appraisal Coefficient 100% 50% 0%
The scheme units to be vested to each eligible participant shall equal to (i) the Preliminary Vested Scheme Units to be vested
to the eligible participant; as multiplied by (ii) the corresponding Individual Appraisal Coefficient of such eligible participant.If the individual appraisal result of an eligible participant in the relevant year of grant is C1 or C2 the scheme units to be
vested to the eligible participant shall not be vested and shall be invalid.Performance Appraisal Requirements at Company Level
Assessment Year Performance Appraisal Targets
Any year of grant Using the Company’s net profit for the year prior to the year in which relevant virtual share
units are granted to the participants as the base a positive net profit growth rate from the
year of grant is recorded.Note: The above-mentioned “net profit” refers to the net profit attributable to the owners of the Company and shall be calculated based on the audited
consolidated statements of the Company.
112 S.F. Holding Co. Ltd. Annual Report 2025Report of Directors
If the performance appraisal target at Company level for the year of grant is not reached the vesting of the scheme units to
be vested will be deferred to the year in which the performance appraisal target at Company level is reached.During the vesting period lock-up period and/or service period if the grantees experience any unusual circumstances as
stipulated in the “Grow Together” Employee Shareholding Scheme the virtual share units or scheme units held by the grantees
may be reclaimed by the Management Committee.Details of changes during the Reporting Period
Details and changes to virtual share units granted under the “Grow Together” Employee Shareholding Scheme for the year
ended December 31 2025 are as follows:
As at January 1 2025 During the year of 2025 As at December 31 2025
The number
of Shares
The number corresponding The number
of Shares to the of Shares
corresponding Shareholding The number corresponding
to the Scheme of Shares to the
Shareholding Number Units that corresponding Shareholding
Number of Scheme Units Number of Number of virtual have been to the Number of Scheme Units
Name or category virtual share that have been virtual of virtual share units accounted Shareholding virtual share that have been
of eligible units not yet accounted for share units share units accounted for and Scheme units not yet accounted for
participants accounted for and vested granted (1) cancelled (2) for (3) vested (3) Units expired accounted for and vested (4)
(Units) (Shares) (Units) (Units) (Units) (Shares) (Shares) (Units) (Shares)
Executive Directors
Ho Chit – – 2300000 – – – – 2300000 –
Xu Bensong – – 700000 – – – – 700000 –
The five highest-paid individuals (excluding Directors) (5)
Subtotal – – 1770000 – – – – 1770000 –
Other participants
Subtotal – – 75049300 – – – – 75049300 –
Total – – 79819300 – – – – 79819300 –
Notes:
(1) The first grant date for 2025 was September 15 2025 with the total number of grantees in the first grant not exceeding 7186 the number of
virtual share units granted not exceeding 81144000. During the signing of the Grant Agreement due to reasons such as the departure of certain
participants the number of participants for the first grant in 2025 was adjusted to 6592 and the number of virtual share units granted was adjustedto 79819300. All virtual share units are subject to performance targets (please refer to the section headed “Accounting method appraisal targetsand clawback mechanisms”) with no consideration upon acceptance. The closing price of the A Shares immediately preceding the date of grant
of such virtual share units was RMB41.72 per share. The fair value of the virtual share units on the date of grant was RMB7.44 per unit. For details
of the accounting standards and policies adopted please refer to note 33(b) to the consolidated financial statements.
(2) In 2025 no virtual share units were cancelled.
(3) In 2025 no virtual share units were accounted for and vested.
(4) The grantee is only entitled to cash dividends from the Relevant Shares held and does not have the right to dispose of the Relevant Shares. The full
rights to the Shares corresponding to the Shareholding Scheme Units that have been accounted for and vested will be enjoyed upon the expiration
of the service period. Upon the expiration of the service period and before the expiration of the duration of the scheme the Scheme Management
Committee will in accordance with market conditions complete the transfer of Relevant Shares or distribute cash to the holders of the Scheme
after the sale of Relevant Shares as soon as possible.
(5) The five highest-paid individuals during the financial year included an executive Director Mr. Ho Chit whose virtual share units details have been
disclosed separately.Annual Report 2025 S.F. Holding Co. Ltd. 113Report of Directors
Convertible Bonds Options Warrants and Other Convertible Equity-Linked Agreements
The 2022 Stock Option Incentive Plan (A Shares) and the convertible bonds issued by the Company under the general mandate
constitute an equity-linked agreement within the meaning of regulation 6 of Companies (Directors’ Report) Regulation (Chapter
622D of the Laws of Hong Kong). Details of the 2022 Stock Option Incentive Plan are set out in the “2022 Stock OptionIncentive Plan (A Shares)” section above.The initial conversion price of the convertible bonds issued by the Company under the general mandate is HKD48.47 per
share. Assuming full conversion into H Shares of the Company at the initial conversion price the convertible bonds can be
converted into 60859250 H Shares.Save as disclosed above the Company or any of its subsidiaries did not enter into any equity-linked agreement during the
year ended December 31 2025.Pre-Emptive Rights
There is no provision for pre-emptive rights under the Articles of Association or the laws of the People’s Republic of China
that would oblige the Company to offer new shares on a pro rata basis to existing Shareholders.Reserves
Details of movements in the reserves of the Group during the year ended December 31 2025 are set out in the note 32 to
the consolidated financial statements.Principal Subsidiaries
Details of the principal activities of the principal subsidiaries of the Company are set out in note 42 to the consolidated
financial statements.Property Plant and Equipment
Details of the movements during the year ended December 31 2025 in the property plant and equipment of the Group are
set out in note 14 to the consolidated financial statements.Working Capital Financial Resources and Capital Structure
For details of the working capital financial resources and capital structure of the Group please refer to the section headed
“Management Discussion and Analysis” on pages 17 to 83 in the Report.Loan and Guarantee Provided to Directors Senior Management Controlling
Shareholders of the Company or their Respective Connected Persons
The Company has adopted the 2019 Employee Welfare Loan Management Policy under which the Company provided
entrusted interest-free loan to selected employees through banks for a term of five years. Other than outstanding loans under
the 2019 Employee Welfare Loan Management Policy there is no outstanding loan or guarantee provided to Directors senior
management Controlling Shareholders of the Company or their respective connected persons.During the Reporting Period the Company had not made any loan or provided any guarantee for loan directly or indirectly
to the Directors senior management the Controlling Shareholders of the Company or their respective connected persons.
114 S.F. Holding Co. Ltd. Annual Report 2025Report of Directors
Use of Proceeds
For details of the use of proceeds from the global offering of H Shares the placement of new H shares under the generalmandate and the issuance of convertible bonds under the general mandate please refer to the section headed “ManagementDiscussion and Analysis” on pages 17 to 83 in the Report.Compliance with Laws and Regulations and Legal Proceedings
The Group recognizes the importance of compliance with regulatory requirements and the risks and consequences of
non-compliance with such requirements. The Group has allocated abundant resources to ensure ongoing compliance with
laws and regulations and to maintain healthy relationships with regulators through effective communications. For the year
ended December 31 2025 the aggregate amount involved in ongoing litigations and arbitrations where the listed company
and its subsidiaries were defendants or respondents was RMB1.00 billion accounting for 1.01% of the equity attributable to
owners of the Company audited as at the end of 2025. Most of these litigations and arbitrations are independent individual
cases and the amount involved in each single case is not significant. Therefore they will not have a material adverse impact
on the Company’s financial situation and its ability to continue operation. During the year ended December 31 2025 the
Group has complied to the best of the Directors’ knowledge with all relevant rules and regulations that have a significant
impact on the Company.Management Contract
No contracts concerning the management and administration of the whole or any substantial part of the business of the
Company were entered into or existed during the year ended December 31 2025.Contracts and Relationship with Controlling ShareholdersSave for Mr. Wang Wei’s service contract as an Executive-Director and save as disclosed in the section headed “ConnectedTransactions and Continuing Connected Transactions” below in this annual report no contract of significance or contract
of significance for the provision of services has been entered into among the Company or any of its subsidiaries and the
Controlling Shareholders during the year ended December 31 2025.Controlling Shareholders’ Non-Compete Undertaking
Each of Mingde Holding and Mr. Wang Wei has provided a non-compete undertaking to our Company on May 22 2016. For
details of the non-compete undertaking please refer to our Prospectus dated November 19 2024.Interests and Short Positions of Substantial Shareholders in Shares and Underlying
Shares of the Company
As at December 31 2025 so far as is known to the Directors the following persons (not being Directors or chief executive
of the Company) had or were deemed to have interests or shorts positions in the Shares underlying Shares or debentures
of the Company which would fall to be disclosed to the Company and the Hong Kong Stock Exchange under the provisions
of Divisions 2 and 3 of Part XV of the SFO or which were required to be recorded in the register of interests required to be
kept by the Company under section 336 of the SFO:
Annual Report 2025 S.F. Holding Co. Ltd. 115Report of Directors
Approximate Approximate
percentage of percentage of
shareholding in shareholding in the
Class Number of Shares the relevant total issued Shares
Name of substantial Shareholder of Shares Nature of interest interested(1) class of Shares(2) of the Company(2)
Wang Wei(3) A Shares Interest of controlled corporation 2461920119 (L) 51.30% 48.85%
Mingde Holding(3) A Shares Beneficial owner(4) 2361920119 (L) 49.21% 46.87%
A Shares Interest of controlled corporation 100000000 (L) 2.08% 1.98%
Wisdomshire Asset Management Co. Ltd. H Shares Investment manager 12790400 (L) 5.33% 0.25%
H Shares Interest of controlled corporation 1909600 (L) 0.80% 0.04%
Notes:
(1) The letter “L” denotes the person’s long position in the Shares.
(2) The calculation is based on the issued Shares of the Company comprised of 4799430409 A Shares (including A Shares in the Company’s
repurchase securities account) and 240000000 H Shares as at December 31 2025.
(3) Mr. Wang Wei held the A Shares through Mingde Holding. Mingde Holding directly held 2361920119 A Shares and indirectly held 100000000
A Shares through Shenzhen Weishun its wholly-owned subsidiary. Mr. Wang held 99.90% of the equity interest in Mingde Holding. Accordingly
Mr. Wang was deemed to be interested in the A Shares held by Mingde Holding under Part XV of the SFO.
(4) As at December 31 2025 Mingde Holding held a total of 2361920119 A Shares in the capacity of beneficial owner. Among them an aggregate
of another 837592980 A Shares held by Mingde Holding were subject to pledges granted under certain loan and credit facilities in favor of certain
PRC financial institutions regulated by NAFR and/or CSRC.Save as disclosed above as at December 31 2025 the Directors of the Company are not aware of any other person or
corporation having an interest or short position in the Shares and underlying Shares of the Company which would require to
be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or which were recorded in the
register required to be kept by the Company pursuant to section 336 of the SFO.Interests and Short Positions of Directors and Chief Executive in Shares Underlying
Shares and Debentures of the Company and its Associated Corporations
As at December 31 2025 the interests or short positions of the Directors and chief executive of the Company in the Shares
underlying Shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO)
which (a) were required to be notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of
Part XV of the SFO (including interests and short positions which were held or deemed to have under such provisions of the
SFO); or (b) were required pursuant to section 352 of the SFO to be recorded in the register referred to therein; or (c) were
required to be notified to the Company and the Hong Kong Stock Exchange pursuant to the Model Code were as follows:
Interest in Shares or Underlying Shares of our Company
Approximate Approximate
percentage of percentage of
shareholding in shareholding in
Number of the relevant the total issued
Name of Director Class of Shares class of Shares of the
and chief executive Shares Nature of interest interested(1) Shares(2) Company(2)
Wang Wei(3) A Shares Interest of controlled corporation 2461920119 (L) 51.30% 48.85%
Ho Chit(4) A Shares Beneficial Owner 366000 (L) 0.01% 0.01%
Xu Bensong(5) A Shares Beneficial Owner 190200 (L) 0.004% 0.004%
Lee Carmelo Ka Sze A Shares Beneficial Owner 38000 (L) 0.001% 0.001%
116 S.F. Holding Co. Ltd. Annual Report 2025Report of Directors
Notes:
(1) The letter “L” denotes the person’s long position in the Shares.
(2) The calculation is based on the issued Shares of the Company comprised of 4799430409 A Shares (including A Shares in the Company’s
repurchase securities account) and 240000000 H Shares as at December 31 2025.
(3) Including (i) 2361920119 A Shares held by Mingde Holding and (ii) 100000000 A Shares held by Shenzhen Weishun a wholly-owned subsidiary
of Mingde Holding. As at December 31 2025 Mr. Wang held 99.90% of the equity interests in Mingde Holding. Therefore Mr. Wang was deemed
to be interested in the A Shares of the Company held by Mingde Holding under the SFO.
(4) Including (i) 122000 A Shares held by Mr. Ho Chit (ii) 244000 options granted to Mr. Ho Chit under the 2022 Stock Option Incentive Plan and
(iii) 2300000 virtual share units granted to Mr. Ho Chit under the “Grow Together” Employee Shareholding Scheme.
(5) Including (i) 54200 A Shares held by Mr. Xu Bensong (ii) 136000 options granted to Mr. Xu Bensong under the 2022 Stock Option Incentive Plan
and (iii) 700000 virtual share units granted to Mr. Xu Bensong under the “Grow Together” Employee Shareholding Scheme.Interest in Shares or Underlying Shares of the Associated Corporation of the Company
Total number
of shares/
Number of registered
Name of Name of shares/registered capital of Approximate
Director and associated capital the associated percentage of
chief executive corporation Nature of interest Class of shares interested(1) corporation equity interest
Wang Wei Mingde Holding Beneficial owner Registered capital RMB113286600 RMB113400000 99.90%
Wang Wei SF Intra-city Interest in a controlled H shares 364738662 (L) 745610609 48.92%
corporation and others(2) Unlisted domestic shares 171764898 (L) 171764898 100.00%
Wang Wei KLN Interest in a controlled
corporation and others(3) H shares 931209117 (L) 1807429342 51.52%
Notes:
(1) The letter “L” denotes the person’s long position in the shares of the associated corporation.
(2) Including 171764898 H shares and 171764898 domestic shares held by SF Taisen 75000000 H shares held by Beijing SF Intra-city Technology
Co. Ltd. (北京順豐同城科技有限公司) 117076764 H shares held by SF Holding (HK) and 897000 H shares held by Celestial Ocean Investment
Limited. Beijing SF Intra-city Technology Co. Ltd. is a non-wholly-owned subsidiary of SF Technology while Celestial Ocean Investment Limited
is a wholly-owned subsidiary of SF Holding (HK) and both SF Technology and SF Holding (HK) are wholly-owned subsidiaries of SF Taisen. SF
Taisen is a wholly-owned subsidiary of the Company and therefore a non-wholly-owned subsidiary of Mingde Holding which is held by Mr. Wang
as to approximately 99.90%. As such Mr. Wang was deemed to be interested in the shares of SF Intra-city.
(3) Being 931209117 shares of KLN held through Flourish Harmony Holdings Company Limited. Flourish Harmony Holdings Company Limited is
a wholly-owned subsidiary of Advance Harmony Holdings Company Limited. Advance Harmony Holdings Company Limited is a wholly-owned
subsidiary of SF Holding (HK). SF Holding (HK) is a wholly-owned subsidiary of SF Taisen. SF Taisen is a wholly-owned subsidiary of the Company
and therefore a non-wholly owned subsidiary of Mingde Holding which is held by Mr. Wang as to approximately 99.90%. As such Mr. Wang was
deemed to be interested in the shares of KLN.
(4) The shares of SF Intra-city and KLN held by Mr. Wang are all ordinary shares.
Save as disclosed above and so far as is known to the Directors and chief executive of the Company as at December 31
2025 none of the Directors or chief executive of the Company had or was deemed to have any other interests or short
positions in the Shares underlying Shares or debentures of the Company or any of its associated corporations (within the
meaning of Part XV of the SFO) (a) which were required to be notified to the Company and the Hong Kong Stock Exchange
pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed
to have under such provisions of the SFO); or (b) which were required pursuant to section 352 of the SFO to be entered in
the register referred to therein; or (c) which were required to be notified to the Company and the Hong Kong Stock Exchange
pursuant to the Model Code.Annual Report 2025 S.F. Holding Co. Ltd. 117Report of Directors
Directors and Senior Management
Information about the details of the Directors and senior management of the Company is set out in the section headed
“Directors and Senior Management”.Interests of Directors in Transaction Arrangement or Contract
The Directors have confirmed that other than business of the Group none of the Directors had a material interest directly or
indirectly in any transaction arrangement or contract of significance to the business of the Group to which the Company or
any of its subsidiaries was a party during the Reporting Period.Directors’ Service Contracts
The appointments are subject to the relevant provisions of the Company’s Articles of Association with regard to vacation of
office of Directors removal and retirement by rotation of Directors.Save for the respective contracts entered into by our Directors in respect of other management roles in the Group none of
our Directors has or is proposed to have a service contract with any member of our Group (other than contracts expiring
or determinable by the relevant employers within one year without the payment of compensation (other than statutory
compensation)).Interests of Directors in Competing Business
During the year ended December 31 2025 neither the Controlling Shareholders nor any of the Directors is considered to have
interests in a business apart from the business of the Group which competes or is likely to compete directly or indirectly
with the Company’s business which would require disclosure under Rule 8.10 of the Listing Rules of SEHK.Rights to Purchase Shares or Debentures of Directors and Chief Executive
Save as disclosed above neither the Company nor any of its subsidiaries was a party to any arrangements to enable the
Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body
corporate at any time during the year or at the end of the year.Permitted Indemnity Provisions
Pursuant to the Articles of Association and subject to the applicable laws and regulations every Director shall be indemnified
and secured harmless out of the assets of the Company from and against all actions costs charges losses damages and
expenses which they or any of them shall or may incur or sustain by reason of any act done concurred in or omitted in or
about the execution of their duty in their offices. The Company has maintained appropriate liability insurance for its Directors
and senior management during the year ended December 31 2025.Employees
People-centric culture promotes sustainable growth internally and customer bonding externally. The Company is dedicated to
creating a fair just and open environment for its employees. SF’s brand name stands for a platform for global shining talents
to realize their dreams seek excellence and achieve career pride. The Company attracts talents through a fair recruitment
policy and provides employees with training opportunities good career development prospects and growth opportunities. The
Company will continue to attract cultivate and retain highly motivated talents with diversity and build an energetic workforce
by enriching the Company’s talent pool.
118 S.F. Holding Co. Ltd. Annual Report 2025Report of Directors
Overview
As at December 31 2025 the Group had 158761 full-time employees around the world. The following table sets forth the
number of our full-time employees categorized by region as at December 31 2025:
Region Number of employees Percentage of total
Chinese Mainland 128897 81.2%
Asia (excluding Chinese Mainland) 16444 10.4%
Other countries and regions 13420 8.5%
Total 158761 100%
The following table sets forth the number of our full-time employees categorized by function as at December 31 2025:
Function Number of employees Percentage of total
Operational 93559 58.9%
Professional (1) 39541 24.9%
Management 25661 16.2%
Total 158761 100%
Note:
(1) Primarily including employees responsible for technology research and development marketing and administration.
Equality and Diversity
The Board places a high value on equality and diversity in the workplace. The Company is committed to providing equal opportunities
to all employees regardless of gender ethnicity or any other personal characteristic. The Board believes that a diverse workforce
is essential to the Company’s success and that it enhances the Company’s ability to innovate and adapt to changing market
conditions. To this end the Company has implemented a number of programs and initiatives that promote equality and diversity.As at December 31 2025 female staff accounted for 22.0% of the total number of employees in the Group. The Company
will continue to pay attention to the cultivation of female talents promote gender diversity in the recruitment of middle and
senior staff and provide more development opportunities for female employees. For further details please refer to the 2025
SF Holding Sustainability Report published by the Company.Remuneration and Benefits
Upholding the remuneration concept of excellent performance yielding fruitful payment SF sees value creation as a guideline
of incentive. For employees with high value contributions the Company provides a competitive remuneration system to ensure
the internal driving force for the Company’s sustainable development. Remuneration is determined by employees’ position
and its level is market-oriented. At the same time through differentiated and diversified long-term and short-term incentive
mechanisms the Company attracts and retains core talents and aligns their interests with the interests of shareholders and
the Company more closely so as to drive the continuous growth of the long-term operation results of the Company.Details of the remuneration of the Directors and the five highest paid individuals are set out in note 9(b) and note 9(c) to the
consolidated financial statements.Annual Report 2025 S.F. Holding Co. Ltd. 119Report of Directors
Trainings
SF places great emphasis on the career development of its employees and has established clear and diversified career
development pathways for all employees providing broad career development opportunities. The Company fully supports
employees in achieving their personal career goals. SF has built a scientific and systematic talent development system. Through
customized training programs and capability enhancement plans the Company comprehensively strengthens employees’
professional qualities and overall capabilities. This not only empowers employees’ growth but also injects a continuous stream
of talent into the Company’s sustainable development.SF embraces the philosophy that “talent is the primary productive force” and has continued to refine its talent development
system by establishing standardized training programs curriculum system and appraisal mechanisms that covers six categories
of key talent teams namely frontline employees frontline management middle management senior management professionals
and university students. Through a visual training process SF effectively fosters employees’ intrinsic motivation for learning
and development.Frontline Employees Development
For employee groups such as couriers warehouse managers operations staff and customer service representatives the
Company establishes and refines a knowledge management system to embed competency standards into specific roles. This
will enable us to continuously enhance job competence and performance while also focusing on employees’ long-term career
development and supporting frontline employees in obtaining higher academic qualifications and professional certifications.In response to industry transformation the Company is focusing on building its client manager teams. It has launched
specialized tiered training programs such as the “Forging Camp (鍛造營)” and “Sharpening Camp (利刃營)” to accelerate the
development of new hires and enhance the capabilities of key personnel. The Company has organized immersive business
study tours to facilitate the replication of best practices and established a regular monthly empowerment mechanism to
continuously strengthen the team’s practical capabilities thereby providing the talent support needed for business growth.Frontline Management Teams
The Company is implementing a systematic training and development program for its frontline management teams (outlet
leaders). With a business-oriented focus it has established a “1+1+X” training system that integrates theoretical training
practical exercises and collaborative workshops. This approach enables scenario-specific and tailored development effectively
enhancing the team’s practical skills and business acumen and fostering a win-win outcome that drives both business growth
and talent development.Middle Management Teams
The Company has launched the “Fengyun Plan” for its middle management teams providing functional department heads
with tiered and systematic development plans that cover talents at all stages including successors new appointees and
current incumbents. Guided by business objectives the Company conduct training that integrates theory with practice through
knowledge empowerment real-world scenario exercises collaborative development of business solutions and benchmarking
study tours. The Company also brings in senior managers to provide mentorship and share their experience thereby building
a sustainable and high-quality pipeline of management talent to effectively support the execution of organisational strategies
and business development.Senior Management Teams
To effectively support business launch initiatives supply chain optimization and the implementation of international expansion
strategies the Company has updated the role profiles and competency models for regional managers. It has developed
targeted empowerment programs that integrate training with practical application. Through enhanced practical exercises and
strategic workshops the Company has vigorously driven a shift in the business mindset and improved the overall capabilities
of the regional management teams thereby enhancing their ability to navigate complex environments and capitalize on
development opportunities and ensuring the healthy and sustainable growth of regional operations.
120 S.F. Holding Co. Ltd. Annual Report 2025Report of Directors
Professional Teams Development
Focusing on core positions in international operations industry-specific functions and supply chain management the Company
systematically advanced the development of its professional talent pool updated competency models and qualification
standards and developed and launched over 2500 learning resources to ensure that training content is closely aligned with
business development needs.By assessing the current status of key business talent the Company has implemented targeted initiatives such as talent
recruitment job rotation and optimization of the qualification system to establish differentiated and customized career
development pathways thereby continuously enhancing the job competence and professional expertise of personnel in core
positions.University Students Teams
The Company establishes a systematic and standardized training system for university students. Through a training model
that integrates “training-empowered practical experience and tackling challenging projects” the Company aims to achieve
both the vertical deepening of professional competencies and the horizontal broadening of professional horizons.The Company establishes and refines internal mobility mechanisms to encourage outstanding university students to rotate
across disciplines and departments thereby fostering the accumulation of diverse experiences and continuously broadening
and accelerating their career development paths.Auditors
The consolidated financial statements for the year ended December 31 2025 have been audited by PricewaterhouseCoopers.A resolution regarding the appointment of an auditor of the Company for the year ending December 31 2026 will be proposed
for consideration in the 2025 annual general meeting of the Company.Connected Transactions and Continuing Connected Transactions
The Group has conducted and is expected to continue to conduct the below partially-exempt connected transactions during
the year ended December 31 2025 which are required to be disclosed in this annual report in accordance with Rule 14A.71
of the Listing Rules of SEHK:
Employees Benefit Goods and Services Procurement Framework Agreement
The Company entered into a framework agreement with Shenzhen Fengxiang Information Technology Co. Ltd.* (深圳豐享信
息技術有限公司 “Shenzhen Fengxiang”) on December 28 2023 (the “Employees Benefit Goods and Services ProcurementFramework Agreement”) which is valid for a term commencing on January 1 2024 and ending on December 31 2026
and subject to renewal for another three years upon parties’ mutual agreements. Shenzhen Fengxiang is controlled by
the Company’s Controlling Shareholder and hence Shenzhen Fengxiang is a connected person of the Company and the
transaction constituted a connected transaction under Chapter 14A of the Listing Rules of SEHK.Pursuant to the agreement the Group has been procuring from Shenzhen Fengxiang and its subsidiaries and 30%-controlled
entities certain types of goods and services for the purpose of our employees’ benefits including (i) information technology
services via the “Fengshi (豐食)” business system an online group catering services platform offering enterprise customers
staff meals and meals ordering services; (ii) software and hardware for our staff canteen meal delivery services for our staff
canteen and overtime meal deliveries; (iii) operation development launch technology and maintenance services in respect of
the development and operation of a tailor-made benefit platform for our employees; (iv) consumer merchandises for employees’
benefit purpose; (v) services for the planning organizing and implementing team building annual events training seminars
tea sessions and other employees’ benefits events; and (vi) other related ancillary services and goods.Annual Report 2025 S.F. Holding Co. Ltd. 121Report of Directors
Pricing
The procurement fees charged under the transactions subject to the Employees Benefit Goods and Services Procurement
Framework Agreement have been and will be determined on arm’s length basis with reference to factors including (i) the
fee and price quotes for similar services and goods in the market and with respect to certain tailor-made services and
products provided by Shenzhen Fengxiang to us where there is limited supply of the same type of services and products
offered by any person or entity who is not a connected person of the Company within the meaning of the Listing Rules of
SEHK (“Independent Third Parties”) in the market the degree of tailor-made and specifications required of such services and
products provided by Shenzhen Fengxiang; (ii) where relevant and appropriate the relevant costs incurred by Mingde Holding
and its subsidiaries and companies in which Mingde Holding controls 30% or more of its voting power at general meetings
(the “Mingde Connected Persons”) in rendering such goods and services including labor cost and administrative expenses;
(iii) the volume of the service or the amount of goods purchased as applicable and appropriate; and/or (iv) the quality of the
services and goods offered by Shenzhen Fengxiang in the previous year as reflected from the feedback collected from our
employees through the appraisal system adopted. The price charged by Shenzhen Fengxiang for the benefits platform services
offered to us is also comparable to the price charged by Shenzhen Fengxiang to its other independent customers with similar
services requirements and Shenzhen Fengxiang has an internal price comparison system to compare the pricing of consumer
merchandise sold on its benefits platform to the pricing on other e-commerce platforms. To ensure that the pricing of the
services and goods provided by the relevant Mingde Connected Persons is on normal commercial terms fair and reasonable
and in the interests of our Shareholders as a whole prior to entering into transactions with the relevant Mingde Connected
Persons we would conduct an assessment process whereby we will compare the pricing and terms of the services and goods
offered by Shenzhen Fengxiang (and/or its subsidiaries and 30%-controlled entities) with those offered by other suppliers.Annual Cap and Actual Amount
For the year ended December 31 2025 the actual transaction amount with respect to the continuing connected transactions
under the Employees Benefit Goods and Services Procurement Framework Agreement was approximately RMB257 million
and the annual cap for the year ended December 31 2025 was RMB530 million.Comprehensive Goods and Services Procurement Arrangements
The Company entered into a comprehensive goods and services procurement framework agreement with Fengtu Technology
(Shenzhen) Co. Ltd.* (豐圖科技(深圳)有限公司 “Fengtu”) on December 28 2023 (the “Fengtu Comprehensive Goods andServices Procurement Framework Agreement”) and a comprehensive goods and services procurement framework agreement
with Hive Box Holdings Limited (豐巢控股有限公司 “Hive Box”) on December 28 2023 (the “Hive Box Comprehensive Goodsand Services Procurement Framework Agreement”) respectively (collectively the “Comprehensive Goods and ServicesProcurement Framework Agreements”). Each of the Comprehensive Goods and Services Procurement Framework Agreements
is valid for a term commencing on January 1 2024 and ending on December 31 2026 and subject to renewal for another three
years upon parties’ mutual agreements. Both Fengtu and Hive Box are controlled by the Company’s Controlling Shareholders
and hence they are connected persons of the Company and the transactions constituted connected transactions under
Chapter 14A of the Listing Rules of SEHK.Pursuant to the Fengtu Comprehensive Goods and Services Procurement Framework Agreement the Group will procure
from Fengtu and its subsidiaries and 30%-controlled entities certain types of goods and services including (i) certain services
in support of the operation and back-office functions of the Group including logistical mapping services and development
launch technology and systems maintenance services in respect of the mapping systems delivery and road safety risk
management technology services and services in respect of the development of other system solutions or project-based
technology products offered by Fengtu and its subsidiaries to support the Company’s delivery services; (ii) certain goods in
support of our operation and back-office functions such as software and hardware equipment from time to time sourced from
Fengtu supplementary to the vehicle system and the systems solutions we procure from Fengtu (including services in respect
of the installation and maintenance of the same); and (iii) other ancillary services and goods in relation to (i) and (ii) above.
122 S.F. Holding Co. Ltd. Annual Report 2025Report of Directors
Pursuant to the Hive Box Comprehensive Goods and Services Procurement Framework Agreement the Group will procure
from Hive Box and companies in which Hive Box controls 30% or more of its voting power at general meetings certain types
of goods and services including (i) certain services in support of the operation of the Group’s logistics services business
including drop-off and pick-up smart locker services delivery-related services e-commerce platform services project-based
research and development services and advertising services provided by Hive Box and companies in which Hive Box controls
30% or more of its voting power at general meetings (the “Hive Box Connected Persons”); (ii) certain goods in support of
our business operations such as smart lockers and delivery boxes from time to time sourced from the Hive Box Connected
Persons; and (iii) other ancillary services and goods in relation to (i) and (ii) above.The purpose of the Comprehensive Goods and Services Procurement Framework Agreements is to enable the Company to
among other things acquire reliable logistics goods in support of its business.Given that the Company procured goods and services that are used in our integrated logistics services from both Fengtu
and Hive Box under each of the Fengtu Comprehensive Goods and Services Procurement Framework Agreement and Hive
Box Comprehensive Goods and Services Procurement Framework Agreement the transactions entered into with Fengtu and
Hive Box are aggregated pursuant to Rule 14A.82(1) of the Listing Rules of SEHK.Pricing
The procurement fees charged under the Comprehensive Goods and Services Procurement Framework Agreements are
determined on an arm’s length basis with reference to factors including where relevant and appropriate (i) the fee and price
quotes for similar goods and services in the market and with respect to certain tailor-made services and products provided
by Fengtu to us where there is limited supply of the same type of services and products offered by Independent Third Parties
in the market the degree of tailor-made and specifications required of such services and products provided by Fengtu; (ii)
where relevant and appropriate the relevant costs incurred by the relevant suppliers in rendering such goods and services
including labor cost and administrative expenses; (iii) with respect to the smart locker products and services provided by the
Hive Box Connected Persons the prices of similar products and services offered by the Hive Box Connected Persons to other
logistics service providers; and/or (iv) the volume of the services or the amount of goods purchased.Annual Cap and Actual Amount
For the year ended December 31 2025 the actual transaction amount with respect to the continuing connected transactions
under the Comprehensive Goods and Services Procurement Framework Agreements was approximately RMB403 million and
the annual cap for the year ended December 31 2025 was RMB820 million.Integrated Logistics Services Provision Arrangements
The Company entered into an integrated logistics services provision framework agreement with Shenzhen Fengxiang on
December 28 2023 (the “Fengxiang Integrated Logistics Services Provision Framework Agreement”) pursuant to which the
Group will provide to Shenzhen Fengxiang and its subsidiaries and 30%-controlled entities certain types of integrated logistics
services that they would require in their respective ordinary course of business including logistics services transportation and
delivery services freight delivery services warehousing and storage services and other related ancillary services.The Company entered into an integrated logistics services provision framework agreement with Hive Box on December 28
2023 (the “Hive Box Integrated Logistics Services Provision Framework Agreement” together with the Fengxiang Integrated
Logistics Services Provision Framework Agreement the “Integrated Logistics Services Provision Framework Agreements”)
pursuant to which the Group will provide to Hive Box and its subsidiaries and 30%-controlled entities certain types of integrated
logistics services including logistics services (such as delivery services in respect of return of goods by customers of certain
e-commerce platforms using smart lockers operated by the Hive Box Connected Persons) transportation and delivery services
freight delivery services warehousing and storage services and other related ancillary services.Each of the Integrated Logistics Services Provision Arrangements is valid for a term commencing on January 1 2024 and
ending on December 31 2026 and subject to renewal for another three years upon parties’ mutual agreements. Both
Shenzhen Fengxiang and Hive Box are controlled by the Company’s Controlling Shareholders and hence they are connected
persons of the Company and the transactions constituted connected transactions under Chapter 14A of the Listing Rules
of SEHK.Annual Report 2025 S.F. Holding Co. Ltd. 123Report of Directors
The purpose of the Integrated Logistics Services Provision Arrangements is to provide comprehensive and high-quality services
to Shenzhen Fengxiang and Hive Box considering the market positions and broad services network of the Group.Given that the Company provided integrated logistics services to both Shenzhen Fengxiang and Hive Box under each of the
Fengxiang Integrated Logistics Services Provision Framework Agreement and Hive Box Integrated Logistics Services Provision
Framework Agreement the transactions entered into with Shenzhen Fengxiang and Hive Box are aggregated pursuant to the
Rule 14A.82(1) of the Listing Rules of SEHK.Pricing
The fees we charge Shenzhen Fengxiang and its subsidiaries and 30%-controlled entities (the “Fengxiang Connected Persons”)
and/or the Hive Box Connected Persons in respect of our provision of integrated logistics services described above will be (i)
in the range of applicable price we charge Independent Third Party customers which are strategic customers of the Group;
(ii) determined in accordance with the prevailing market rates taking into account the volume of business and our premium
position within the industry; and (iii) charged with reference to the weight and type of parcel or cargo delivered mode of parcel
pick-up delivery or shipment freight rate of the carrier and type of storage space required as applicable.Annual Cap and Actual Amount
For the year ended December 31 2025 the transaction amount with respect to the continuing connected transactions under
the Integrated Logistics Services Provision Arrangements was approximately RMB1482 million and the annual cap for the
year ended December 31 2025 was RMB2218 million.Review of the Continuing Connected Transactions
The independent non-executive Directors have reviewed the above partially-exempt continuing connected transactions and
confirmed that these transactions have been entered into:
1. in the ordinary and usual course of business of the Group;
2. on normal commercial terms or on terms no less favourable to the Group than terms available to or from (as appropriate)
independent third parties; and
3. in accordance with the relevant agreements governing such transactions and on terms that are fair and reasonable and
in the interests of the Shareholders as a whole.In accordance with Hong Kong Standard on Assurance Engagements 3000 (Revised) “Assurance Engagements Other thanAudits or Reviews of Historical Financial Information” and with reference to Practice Note 740 (Revised) “Auditor’s Letter onContinuing Connected Transactions under the Listing Rules of SEHK” issued by the HKICPA PricewaterhouseCoopers the
auditor of the Company has sent a letter to the Board based on its review of the above-mentioned continuing connected
transactions expressing the following opinions in respect of the disclosed continuing connected transactions:
1. nothing has come to their attention that causes them to believe that the disclosed continuing connected transactions have
not been approved by the Board;
2. for transactions involving the provision of goods or services by the Group nothing has come to their attention that causes
them to believe that the disclosed continuing connected transactions were not conducted in all material respects in
accordance with the pricing policies of the Group;
3. nothing has come to their attention that causes them to believe that the disclosed continuing connected transactions were
not entered into in all material respects in accordance with the relevant agreements governing such transactions; and
4. with respect to the aggregate amount of each of the above continuing connected transactions nothing has come to their
attention that causes them to believe that the disclosed continuing connected transactions have exceeded the annual
caps as set by the Company.
124 S.F. Holding Co. Ltd. Annual Report 2025Report of Directors
Pursuant to Rule 14A.72 of the Listing Rules of SEHK the Company would like to confirm that the details of the related
party transactions under applicable accounting standards are set out in note 38 to the consolidated financial statements in
this annual report. Save for the connected transactions disclosed above none of the related party transactions as disclosed
under note 38 to the consolidated financial statements in this annual report constitutes a connected transaction or continuing
connected transaction that is subject to among other things reporting announcement or independent shareholders’ approval
requirements under Chapter 14A of the Listing Rules of SEHK.Compliance with the CG Code
Please refer to the section headed “Corporate Governance Report” on pages 87 to 103 in the Report.Environment Social and Governance
Please refer to the 2025 SF Holding Sustainability Report separately released on the same day as this annual report.Donation
During the year ended December 31 2025 the Group made charitable donations of RMB38.23 million.Subsequent Events
To deepen strategic cooperation the Company entered into a subscription agreement with J&T Express on January 15 2026
pursuant to which subject to the satisfaction of relevant terms and conditions the Company agreed to subscribe for and
J&T Express agreed to issue 821657973 class B shares of J&T Express at a price of HKD10.10 per share and J&T Express
agreed to subscribe for and the Company agreed to issue 225877669 H Shares (allocated and issued under the general
mandate) at a price of HKD36.74 per share. The closing of the above transaction is subject to the satisfaction (or waiver) of
certain conditions precedent set out in the share subscription agreement.For details of the subsequent events please refer to the announcement of the Company dated January 15 2026 and note
41 to the consolidated financial statements in this annual report.
On behalf of the Board
Wang Wei
Chairman and General Manager
PRC
March 30 2026
Annual Report 2025 S.F. Holding Co. Ltd. 125Independent Auditor’s Report
To the Shareholders of S.F. Holding Co. Ltd.(incorporated in the People’s Republic of China with limited liability)
Opinion
What we have audited
The consolidated financial statements of S.F. Holding Co. Ltd. (the “Company”) and its subsidiaries (the “Group”) which are
set out on pages 131 to 235 comprise:
* the consolidated statement of financial position as at December 31 2025;
* the consolidated statement of profit or loss for the year then ended;
* the consolidated statement of comprehensive income for the year then ended;
* the consolidated statement of changes in equity for the year then ended;
* the consolidated statement of cash flows for the year then ended; and
* the notes to the consolidated financial statements comprising material accounting policy information and other explanatory
information.Our opinion
In our opinion the consolidated financial statements give a true and fair view of the consolidated financial position of the Group
as at December 31 2025 and of its consolidated financial performance and its consolidated cash flows for the year then
ended in accordance with IFRS Accounting Standards and have been properly prepared in compliance with the disclosure
requirements of the Hong Kong Companies Ordinance.Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section
of our report.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.Independence
We are independent of the Group in accordance with the Code of Ethics for Professional Accountants as issued by the Hong
Kong Institute of Certified Public Accountants (the “Code”) as applicable to audits of financial statements of public interest
entities. We have also fulfilled our other ethical responsibilities in accordance with the Code.Key Audit Matters
Key audit matters are those matters that in our professional judgment were of most significance in our audit of the
consolidated financial statements of the current period. These matters were addressed in the context of our audit of the
consolidated financial statements as a whole and in forming our opinion thereon and we do not provide a separate opinion
on these matters.Key audit matters identified in our audit are summarised as follows:
* Goodwill impairment assessment for KLN Logistics Group Limited (“KLN”) cash-generating unites (“CGUs”) and Fenghao
Supply Chain (“Fenghao”) CGUs
* Revenue recognition of logistics and freight forwarding services
126 S.F. Holding Co. Ltd. Annual Report 2025Independent Auditor’s Report
Key Audit Matter How our audit addressed the Key Audit Matter
Goodwill impairment assessment for KLN CGUs and Our procedures in relation to goodwill impairment assessment
Fenghao CGUs for KLN CGUs and Fenghao CGUs included:
Refer to notes 2.1(e)(i) 4.1(c) and 17 to the consolidated
financial statements. * Understood evaluated and tested management’s controls
over goodwill impairment assessment.As at December 31 2025 the Group had significant goodwill
balance for KLN CGUs and Fenghao CGUs amounting to * Assessed the reasonableness of management’s
RMB5896 million and RMB3047 million respectively. identification and allocation goodwill to KLN CGUs
and Fenghao CGUs based on the understanding and
Management has engaged independent external valuers evaluation of the Group’s business plans relevant to KLN
to assist them in performing annual goodwill impairment CGUs and Fenghao CGUs and checked to the evidence
assessment on KLN CGUs and Fenghao CGUs. Management which supported these plans.determined the recoverable amounts of the KLN CGUs
and Fenghao CGUs based on value in use (“VIU”) which * Evaluated the competence capability and objectivity of the
is the present value of the future cash flows expected independent external valuers engaged by management.to be derived from each CGUs. Based on the results
of the impairment assessment conducted management * Obtained the valuation reports of goodwill impairment
considered no impairment was necessary in respect of assessment for KLN CGUs and Fenghao CGUs issued by
above goodwill as at December 31 2025. the independent external valuers and with the assistance
of our internal valuation experts:
The determination of the present value of the future cash
flows expected to be derived from each CGUs involves key (1) evaluated the appropriateness of the valuation
assumptions including revenue growth rate over the forecast methodologies used in the valuation reports of
period terminal revenue growth rate margin of earnings goodwill impairment assessment.before interest and taxes and pre-tax discount rates which
are subject to significant management’s judgements and (2) compared the current year’s actual results of above
estimates. mentioned CGUs with the prior year’s financial
forecasts to assess the effectiveness and reliability
We focused on this area due to the magnitude of above of management’s estimation process;
goodwill balances and the fact that significant estimates
and judgments were involved in the goodwill impairment (3) assessed the reasonableness of key assumptions
assessment. applied in the present value of future cash flow
projections including revenue growth rate over the
forecast period terminal revenue growth rate margin
of earnings before interest and taxes and pre-tax
discount rate by comparing them with historical
financial performance future business plan and
external comparable market information etc.
(4) tested the accuracy of mathematical calculations
applied in the process of goodwill impairment
assessment;
(5) assessed management’s sensitivity analysis on the
key assumptions to evaluate the potential impacts of
possible fluctuation on the recoverable amounts.Based on the procedures performed above we considered
that the significant estimates and judgments used in the
impairment assessments of KLN CGUs and Fenghao CGUs by
management were supported by the audit evidence obtained.Annual Report 2025 S.F. Holding Co. Ltd. 127Independent Auditor’s Report
Key Audit Matter How our audit addressed the Key Audit Matter
Revenue recognition of logistics and freight forwarding Our procedures in relation to revenue recognition of logistics
services and freight forwarding services included:
Refer to notes 2.1(j) and 5 to the consolidated financial
statements. * understood the business model and process of logistics
and freight forwarding services checked contract terms
The Group derives revenue primarily from provision of of the service agreements with customers on a sampling
logistics and freight forwarding services which amounted basis and assessed whether the accounting policies for
to approximately RMB301500 million for the year ended revenue recognition adopted by the Group are compliant
December 31 2025 accounting for 97.82% of the Group’s with the requirements of the applicable accounting
total revenue. standards.Revenue is recognized with the amount of consideration * understood evaluated and tested management’s internal
to which the Group expects to be entitled when or as controls over the revenue recognition of the logistics and
the control of the services is transferred to a customer. freight forwarding service including understood evaluated
The huge volume of transactions involved in the Group’s and tested information technology general controls and
provision of logistics and freight forwarding services are application controls with the assistance of our internal
constantly processed and recorded in real-time by the information technology specialists.Group’s information technology systems.* tested on a sampling basis the sales transactions of
We focused on this area because we spent significant audit logistics and freight forwarding services by examining
efforts in this area due to the large magnitude of the revenue relevant supporting documents including service
from logistics and freight forwarding services huge volume agreements customer-confirmed receipts or records of
of transactions and complexity of the Group’s systems for delivery invoices and cash receipts etc.processing these transactions.* tested sales transactions that took place shortly before
and after the balance sheet date on a sampling basis by
tracing to the supporting documents to assess whether
revenue of logistics and freight forwarding services was
recognized in the correct reporting period.Based on the procedures performed above we considered
that the Group’s logistics and freight forwarding services
revenue recognition was supported by the audit evidence
obtained.Other Information
The directors of the Company are responsible for the other information. The other information comprises all of the information
included in the annual report other than the consolidated financial statements and our auditor’s report thereon.Our opinion on the consolidated financial statements does not cover the other information and we do not express any form
of assurance conclusion thereon.In connection with our audit of the consolidated financial statements our responsibility is to read the other information and
in doing so consider whether the other information is materially inconsistent with the consolidated financial statements or
our knowledge obtained in the audit or otherwise appears to be materially misstated.If based on the work we have performed we conclude that there is a material misstatement of this other information we are
required to report that fact. We have nothing to report in this regard.Responsibilities of Directors and Those Charged with Governance for the
Consolidated Financial Statements
The directors of the Company are responsible for the preparation of the consolidated financial statements that give a true
and fair view in accordance with IFRS Accounting Standards and the disclosure requirements of the Hong Kong Companies
Ordinance and for such internal control as the directors determine is necessary to enable the preparation of consolidated
financial statements that are free from material misstatement whether due to fraud or error.In preparing the consolidated financial statements the directors are responsible for assessing the Group’s ability to continue as
a going concern disclosing as applicable matters related to going concern and using the going concern basis of accounting
unless the directors either intend to liquidate the Group or to cease operations or have no realistic alternative but to do so.Those charged with governance are responsible for overseeing the Group’s financial reporting process.
128 S.F. Holding Co. Ltd. Annual Report 2025Independent Auditor’s Report
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free
from material misstatement whether due to fraud or error and to issue an auditor’s report that includes our opinion. We report
our opinion solely to you as a body and for no other purpose. We do not assume responsibility towards or accept liability
to any other person for the contents of this report. Reasonable assurance is a high level of assurance but is not a guarantee
that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if individually or in the aggregate they could reasonably be expected
to influence the economic decisions of users taken on the basis of these consolidated financial statements.As part of an audit in accordance with ISAs we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:
* Identify and assess the risks of material misstatement of the consolidated financial statements whether due to fraud or
error design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error as fraud may involve collusion forgery intentional omissions misrepresentations
or the override of internal control.* Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.* Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the directors.* Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and based on the audit
evidence obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists we are required
to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or if such
disclosures are inadequate to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However future events or conditions may cause the Group to cease to continue as a going
concern.* Evaluate the overall presentation structure and content of the consolidated financial statements including the disclosures
and whether the consolidated financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.* Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements. We
are responsible for the direction supervision and review of the audit work performed for purposes of the group audit. We
remain solely responsible for our audit opinion.We communicate with those charged with governance regarding among other matters the planned scope and timing of the
audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit.We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence and where applicable actions taken to eliminate threats or safeguards applied.Annual Report 2025 S.F. Holding Co. Ltd. 129Independent Auditor’s Report
From the matters communicated with those charged with governance we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when in extremely rare circumstances we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.The engagement partner on the audit resulting in this independent auditor’s report is Mr. Lam Sung Wan (practising
certificate number: P05148).PricewaterhouseCoopers
Certified Public Accountants
Hong Kong March 30 2026
130 S.F. Holding Co. Ltd. Annual Report 2025Consolidated Statement of Profit or Loss
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
Year ended December 31
Note 2025 2024
RMB’000 RMB’000
Revenue 5 308226647 284420059
Cost of revenue 8 (267943053) (245524112)
Gross profit 40283594 38895947
Selling and marketing expenses 8 (3910643) (3096242)
General and administrative expenses 8 (19694357) (18732335)
Research and development expenses 8 (2169906) (2533607)
Net impairment losses on financial assets and contract assets (49211) (271693)
Other income 6 1000483 989740
Other gains net 7 1052828 368873
Operating profit 16512788 15620683
Finance income 10 262851 617713
Finance costs 10 (1752364) (2373319)
Finance costs net (1489513) (1755606)
Share of loss of associates and joint ventures net 20 (62038) (70020)
Impairment provision for investments in associates and joint ventures 20 (43360) (187796)
Profit before income tax 14917877 13607261
Income tax expense 11 (3233066) (3388416)
Profit for the year 11684811 10218845
Attributable to:
Owners of the Company 11117216 10170427
Non-controlling interests 567595 48418
1168481110218845
Earnings per share for profit attributable to the owners of the
Company: 13
– Basic (RMB) 2.23 2.11
– Diluted (RMB) 2.22 2.11
The above consolidated statement of profit or loss should be read in conjunction with the accompanying notes.Annual Report 2025 S.F. Holding Co. Ltd. 131Consolidated Statement of Comprehensive Income
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
Year ended December 31
20252024
RMB’000 RMB’000
Profit for the year 11684811 10218845
Other comprehensive income:
Items that may be reclassified to profit or loss
– Effective portion of changes in fair value of hedging instruments arising
during the year (6722) 8644
– Share of other comprehensive income of associates and joint ventures
accounted for using the equity method (6631) (1077)
– Currency translation differences of foreign operations (1936) 110885
Items that will not be reclassified to profit or loss
– Fair value changes of equity investments designated at fair value
through other comprehensive income 461686 (1553885)
– Share of other comprehensive income of associates and joint
ventures accounted for using the equity method – –
– Income tax effect (5963) 3899
Other comprehensive income for the year net of tax 440434 (1431534)
Total comprehensive income for the year 12125245 8787311
Attributable to:
Owners of the Company 11072654 9136451
Non-controlling interests 1052591 (349140)
121252458787311
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
132 S.F. Holding Co. Ltd. Annual Report 2025Consolidated Statement of Financial Position
As at December 31 2025
(All amounts in RMB unless otherwise stated)
As at December 31
Note 2025 2024
RMB’000 RMB’000
ASSETS
Non-current assets
Property plant and equipment 14 57047334 59174305
Right-of-use assets 15 21977705 19625629
Investment properties 16 7355231 7241199
Intangible assets 17 18571560 20036193
Deferred tax assets 18 2071156 2291994
Prepayments other receivables and other assets 19 2153828 1855035
Investments in associates and joint ventures 20 7033620 6203642
Financial assets at fair value through other comprehensive income 21 8297043 8231994
Financial assets at fair value through profit or loss 21 634513 477416
Total non-current assets 125141990 125137407
Current assets
Inventories 22 3039030 2432383
Contract assets 23 3049117 2740820
Trade and note receivables 24 31055349 27981633
Prepayments other receivables and other assets 19 16674609 10114543
Financial assets at fair value through other comprehensive income 21 244734 170913
Financial assets at fair value through profit or loss 21 16198976 11246156
Restricted cash 25 1105601 1354303
Cash and cash equivalents 25 19959631 32646055
Total current assets 91327047 88686806
Total assets 216469037 213824213
Annual Report 2025 S.F. Holding Co. Ltd. 133Consolidated Statement of Financial Position
As at December 31 2025
(All amounts in RMB unless otherwise stated)
As at December 31
Note 2025 2024
RMB’000 RMB’000
LIABILITIES
Non-current liabilities
Borrowings 26 17720711 26319260
Lease liabilities 15 9588355 7094483
Deferred tax liabilities 18 4099050 4414485
Other payables and accruals 29 228092 201037
Deferred income 30 1613357 1266359
Total non-current liabilities 33249565 39295624
Current liabilities
Trade and note payables 27 30281225 27395524
Contract liabilities 28 1987018 2039198
Borrowings 26 16087687 18365122
Lease liabilities 15 5828895 5501314
Financial liabilities at fair value through profit or loss 107268 105464
Income tax payable 1244330 1679132
Other payables and accruals 29 17326696 17061331
Advances from customers 31602 46283
Total current liabilities 72894721 72193368
Total liabilities 106144286 111488992
Net assets 110324751 102335221
134 S.F. Holding Co. Ltd. Annual Report 2025Consolidated Statement of Financial Position
As at December 31 2025
(All amounts in RMB unless otherwise stated)
As at December 31
Note 2025 2024
RMB’000 RMB’000
EQUITY
Share capital 31 5039430 4986187
Less: Treasury shares 31 (1542636) (758081)
Reserves 32 50046845 48624934
Retained earnings 45765849 39140246
Equity attributable to owners of the Company 99309488 91993286
Non-controlling interests 11015263 10341935
Total equity 110324751 102335221
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.The financial statements on pages 131 to 235 were approved by the Board of Directors on March 30 2026 and were signed
on its behalf.WANG Wei HO Chit
Chairman Director
Annual Report 2025 S.F. Holding Co. Ltd. 135Consolidated Statement of Changes in Equity
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
Attributable to owners of the Company
Less: Non-
Share Treasury Reserves Retained controlling Total
capital shares (Note 32) earnings Total interests equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at January 1 2025 4986187 (758081) 48624934 39140246 91993286 10341935 102335221
Comprehensive income:
Profit for the year – – – 11117216 11117216 567595 11684811
Other comprehensive income – – (44562) – (44562) 484996 440434
Total comprehensive income – – (44562) 11117216 11072654 1052591 12125245
Transfer of gain on disposal of equity
investments at fair value through
other comprehensive income to
retained earnings – – (39232) 39232 – – –
Transactions with owners
Net proceeds from share option exercising 6513 – 255328 – 261841 – 261841
Issue of shares (note 31 (a)) 70000 – 2604054 – 2674054 – 2674054
Capital injection from non-controlling
interests – – – – – 35844 35844
Repurchase of shares (note 31(b)) – (1643620) – – (1643620) – (1643620)
Cancellation of shares (note 31(c)) (23270) 859065 (835795) – – – –
Share-based payment – – 124952 – 124952 56217 181169
Equity component of convertible bonds – – 40141 – 40141 – 40141
Transaction with non-controlling
interests and others – – (557224) – (557224) (148519) (705743)
Non-controlling interests on acquisition
of subsidiaries – – – – – 1612 1612
Profit appropriations to statutory reserve – – 26622 (26622) – – –
Dividends – – – (4504223) (4504223) (324417) (4828640)
Safety reserve appropriation – – 434643 – 434643 – 434643
Safety reserve utilisation – – (434643) – (434643) – (434643)
Others – – (152373) – (152373) – (152373)
As at December 31 2025 5039430 (1542636) 50046845 45765849 99309488 11015263 110324751
136 S.F. Holding Co. Ltd. Annual Report 2025Consolidated Statement of Changes in Equity
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
Attributable to owners of the Company
Less: Non-
Share Treasury Reserves Retained controlling Total
capital shares (Note 32) earnings Total interests equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at January 1 2024 4895202 (2575532) 51634675 38835999 92790344 10493316 103283660
Comprehensive income:
Profit for the year – – – 10170427 10170427 48418 10218845
Other comprehensive income – – (1033976) – (1033976) (397558) (1431534)
Total comprehensive income – – (1033976) 10170427 9136451 (349140) 8787311
Transfer of gain on disposal of equity
investments at fair value through
other comprehensive income to
retained earnings – – 31036 (31036) – – –
Transactions with owners
Net proceeds from Global Offering 170000 – 5076004 – 5246004 – 5246004
Net proceeds from share option exercising 276 – 11194 – 11470 – 11470
Capital injection from non-controlling
interests – – 54 – 54 35182 35236
Repurchase of shares – (1758094) – – (1758094) – (1758094)
Cancellation of shares (79291) 3575545 (3496254) – – – –
Share-based payment – – 89677 – 89677 1769 91446
Transaction with non-controlling interests
and others – – (3916204) – (3916204) 514655 (3401549)
Profit appropriations to statutory reserve – – 232352 (232352) – – –
Dividends – – – (9602792) (9602792) (353847) (9956639)
Safety reserve appropriation – – 481331 – 481331 – 481331
Safety reserve utilisation – – (481331) – (481331) – (481331)
Others – – (3624) – (3624) – (3624)
As at December 31 2024 4986187 (758081) 48624934 39140246 91993286 10341935 102335221
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.Annual Report 2025 S.F. Holding Co. Ltd. 137Consolidated Statement of Cash Flows
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
Year ended December 31
Note 2025 2024
RMB’000 RMB’000
Cash flows from operating activities
Cash generated from operations 34(a) 31254671 35364389
Income tax paid (3699396) (3178016)
Net cash generated from operating activities 27555275 32186373
Cash flows from investing activities
Redemption of financial assets at fair value through profit or loss 94745321 86145328
Disposal of financial assets at fair value through other
comprehensive income 57400 8451
Proceeds from sales of associates and joint ventures 104819 620980
Repayment from former subsidiaries 1149220 316655
Investment gains or dividend income from financial assets at
fair value through profit or loss 639301 650582
Dividends received from associates and joint ventures 205572 183401
Investment gains or dividend income from financial assets at
fair value through other comprehensive income 2651 20168
Proceeds from disposal of property plant and equipment and
other non-current assets 192671 309784
Disposal of subsidiaries net of cash and cash equivalents held
by subsidiaries at the disposal dates 1929272 261058
Purchase of property plant and equipment and other
non-current assets (9505520) (9344770)
Acquisition of financial assets at fair value through other
comprehensive income (13081) (49750)
Acquisition of financial assets at fair value through profit or loss (105435065) (90451596)
Acquisition of associates and joint ventures (1371804) (28381)
Acquisition of subsidiaries net of cash and cash equivalents held
by subsidiaries at the acquisition dates 35 (28010) (696654)
Net cash used in investing activities (17327253) (12054744)
138 S.F. Holding Co. Ltd. Annual Report 2025Consolidated Statement of Cash Flows
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
Year ended December 31
Note 2025 2024
RMB’000 RMB’000
Cash flows from financing activities
Proceeds from issue of shares 2680193 5323198
Capital injection from non-controlling interests 55452 30226
Exercise of share options 261841 –
Drawdown of bank borrowings 21930625 31847545
Drawdown of loans from NCI and other parties 278373 –
Proceeds from corporate bonds and short-term debentures 7168016 4296638
Net cash consideration received from non-controlling interests
without change of control 9845 1193
Deposits received from lessors after the expiry of lease contracts 10911 12023
Repayment of bank borrowings (32112593) (42276973)
Repayment of corporate bonds and short-term debentures (7063379) (2785271)
Repayment of loans from non-controlling interests and
other parties (51968) (2624)
Dividend paid to non-controlling interests (507900) (324348)
Dividend paid 12 (4504205) (9602792)
Interests paid (1169219) (1818720)
Net cash consideration paid to non-controlling interests without
change of control 34(b) (700434) (3451076)
Payments for repurchase of shares 31 (1643620) (1758094)
Payments of lease liabilities (7553488) (7438385)
Payment of transaction costs related to financing activities (23910) (31653)
Net cash used in financing activities (22935460) (27979113)
Net (decrease)/increase in cash and cash equivalents (12707438) (7847484)
Cash and cash equivalents at beginning of the year 32646055 40448308
Exchange (losses)/gains on cash and cash equivalents 21014 45231
Cash and cash equivalents at end of the year 19959631 32646055
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.Annual Report 2025 S.F. Holding Co. Ltd. 139Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
1. General Information
S.F. Holding Co. Ltd. (hereinafter “S.F. Holding” or “the Company”) formerly known as Ma’anshan Dingtai Science &
Technology Co. Ltd. was established by 11 natural persons including Liu Jilu and the Labour Union of Ma’anshan Dingtai
Metallic Products Co. Ltd. by cash contribution on May 22 2003. On October 22 2007 the Company officially changed to
Ma’anshan Dingtai Rare Earth and New Materials Co. Ltd. and issued additional 19.5 million shares to the public and listed
with trading on Shenzhen Stock Exchange (hereinafter “SZSE”) on February 5 2010.In December 2016 approved by China Securities Regulatory Commission the Company conducted a series of material
asset restructuring arrangements including entering into a material asset swap and share subscription agreement. Upon the
completion of material asset restructuring Shenzhen Mingde Holding Development Co. Ltd. (“Mingde Holding”) became the
parent company and ultimate controlling company of the Company and Mr. Wang Wei was the ultimate controlling shareholder.On November 27 2024 the Company was successfully listed on the Stock Exchange of Hong Kong Limited (“HKEx”).As at December 31 2025 the Company had 5039430409 shares issued and outstanding of which 4799430409 shares
were listed on the SZSE (“A-shares”) and 240000000 shares were listed on the HKEx.The address of the Company’s registered office is 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. The Company is an
investment holding company. The Company and its subsidiaries (collectively the “Group”) are principally engaged in the
development of logistics ecosystem including express delivery freight delivery cold chain and pharmaceutical logistics intra-
city on-demand delivery international logistics service and supply chain solutions.Hangzhou SF Intra-city Industrial Co. Ltd. an indirect non-wholly owned subsidiary of the Company is a listed company on
the Main Board of the HKEx and primarily engaged in intra-city on-demand delivery services.KLN Logistics Group Limited (“KLN”) an indirect non-wholly-owned subsidiary of the Company is a listed company on the
Main Board of the HKEx and primarily engaged in the provision of integrated logistics and freight forwarding services.The consolidated financial statements are presented in Renminbi (“RMB”) and all values are rounded to the nearest thousand
(RMB’000) except when otherwise indicated.
2. Summary of Accounting Policies
This note provides a list of principal accounting policies adopted in the preparation of these consolidated financial statements.These policies have been consistently applied to all the years presented unless otherwise stated.
2.1 Summary of material accounting policies
(a) Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) and disclosure
requirements of the Hong Kong Companies Ordinance.The consolidated financial statements have been prepared on a historical cost basis except for financial assets at fair value
through other comprehensive income and financial assets and financial liability at fair value through profit or loss which are
carried at fair value.The preparation of consolidated financial statements in conformity with IFRS Accounting Standards requires the use of
certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the
Group’s accounting policies. The areas involving a higher degree of judgement or complexity or areas where assumptions
and estimates are significant to the consolidated financial statements are disclosed in Note 4.
140 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
2. Summary of Accounting Policies (Continued)
2.1 Summary of material accounting policies (Continued)
(b) New standards and interpretations
(i) New standards and interpretations not yet adopted
Standards amendments and interpretations that have been issued but not yet effective and have not been early adopted by
the Group are as follows:
Effective for annual
periods beginning on
or after
Amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments January 1 2026
Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity January 1 2026
Annual Improvements to IFRS Annual Improvements to IFRS Accounting Standards – January 1 2026
Volume 11
IFRS 18 Presentation and Disclosure in Financial Statements January 1 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures January 1 2027
Amendments to IAS 21 Translation to a Hyperinflationary Presentation Currency January 1 2027
Amendments to Illustrative Examples Disclosures about Uncertainties in the Financial Statements January 1 2027
on IFRS 7 IFRS 18 IAS 1 IAS 8
IAS 36 and IAS 37
Amendments to IFRS 10 and Sale or Contribution of Assets between an Investor and To be determined
IAS 28 its Associate or Joint Venture
IFRS 18 will replace IAS 1 Presentation of financial statements introducing new requirements that will help to achieve
comparability of the financial performance of similar entities and provide more relevant information and transparency to users.Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements its impacts on
presentation and disclosure are expected to be pervasive in particular those related to the statement of financial performance
and providing management-defined performance measures within the financial statements.Management is currently assessing the detailed implications of applying the new standard on the group’s consolidated financial
statements. From the high-level preliminary assessment performed the following potential impacts have been identified:
* Although the adoption of IFRS 18 will have no impact on the group’s net profit the group expects that grouping items
of income and expenses in the statement of profit or loss into the new categories will impact how operating profit is
calculated and reported. From the high-level impact assessment that the group has performed the following items
might potentially impact operating profit:
* Foreign exchange differences currently aggregated in the line item ‘other income and other gains/(losses) – net’
in operating profit might need to be disaggregated with some foreign exchange gains or losses presented
below operating profit.* IFRS 18 has specific requirements on the category in which derivative gains or losses are recognized – which
is the same category as the income and expenses affected by the risk that the derivative is used to manage.Although the group currently recognizes some gains or losses in operating profit and others in finance costs
there might be a change to where these gains or losses are recognized and the group is currently evaluating
the need for change.Annual Report 2025 S.F. Holding Co. Ltd. 141Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
2. Summary of Accounting Policies (Continued)
2.1 Summary of material accounting policies (Continued)
(b) New standards and interpretations (Continued)
(i) New standards and interpretations not yet adopted (Continued)
* The line items presented on the primary financial statements might change as a result of the application of the concept
of ‘useful structured summary’ and the enhanced principles on aggregation and disaggregation. In addition since
goodwill will be required to be separately presented in the consolidated statement of financial position the group
will disaggregate goodwill and other intangible assets and present them separately in the consolidated statement of
financial position.* The Group does not expect there to be a significant change in the information that is currently disclosed in the notes
because the requirement to disclose material information remains unchanged; however the way in which the information
is grouped might change as a result of the aggregation/disaggregation principles. In addition there will be significant
new disclosures required for:
* management-defined performance measures;
* a break-down of the nature of expenses for line items presented by function in the operating category of the
consolidated statement of profit or loss – this break-down is only required for certain nature expenses; and
* for the first annual period of application of IFRS 18 a reconciliation for each line item in the consolidated
statement of profit or loss between the restated amounts presented by applying IFRS 18 and the amounts
previously presented applying IAS 1.* From a cash flow statement perspective there will be changes to how interest received and interest paid are presented.Interest paid will be presented as financing cash flows and interest received as investing cash flows which is a change
from current presentation as part of operating cash flows.The Group will apply the new standard from its mandatory effective date of January 1 2027. Retrospective application is
required and so the comparative information for the financial year ending December 31 2026 will be restated in accordance
with IFRS 18.Except for IFRS 18 none of the above is expected to have a significant effect on the consolidated financial statements of
the Group.(ii) New standard and amendments to standards adopted and changes in accounting policy
The Group has applied the following standards amendments and interpretation for the first time for its annual reporting period
commencing January 1 2025:
Amendments to IAS 21 ‘Lack of Exchangeability’
The amendment listed above did not have any material impact on the amounts recognized in prior periods and are not expected
to significantly affect the current or future periods.(c) Associates and Joint arrangements
Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the
case where the Group holds between 20% and 50% of the voting rights.Investments in associates are accounted for using the equity method of accounting (Note 2.2(b)) after initially being recognized
at cost.Under IFRS 11 investments in joint arrangements are classified as either joint operations or joint ventures depending on the
contractual rights and obligations of each investor.Interests in joint ventures are accounted for using the equity method (Note 2.2(b)) after initially being recognized at cost in
the consolidated statement of financial position.
142 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
2. Summary of Accounting Policies (Continued)
2.1 Summary of material accounting policies (Continued)
(d) Business combinations
Business combination is accounted for under the acquisition method except for business combination under common control.The Group may choose to perform concentration test as a transaction by transaction basis to determine whether an acquired
asset of activities and assets is a business or not. When the concentration test is applied and met when substantially all of
the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets
the set of activities and assets is determined not to be a business and the Group would treat such transaction as purchasing
a set of assets.The consideration transferred for the acquisition of a subsidiary regardless of whether equity investments or other assets are
acquired comprises the:
* fair values of the assets transferred
* liabilities incurred to the former owners of the acquired business
* equity interests issued by the Group
* fair value of any asset or liability resulting from a contingent consideration arrangement and
* fair value of any pre-existing equity interest in the subsidiary.Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are with limited
exceptions measured initially at their fair values at the acquisition date. The Group recognizes any non-controlling interest in
the acquired entity at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets.Acquisition-related costs are expensed as incurred.The excess of the consideration transferred amount of any non-controlling interest in the acquired entity and acquisition
date fair value of any previous equity interest in the acquired entity over the fair value of the net identifiable assets acquired
is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired
the difference is recognized directly in profit or loss as a bargain purchase.Where settlement of any part of cash consideration is deferred the amounts payable in the future are discounted to their
present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate being the rate at
which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are
subsequently remeasured to fair value with changes in fair value recognized in profit or loss.If the business combination is achieved in stages the acquisition date carrying value of the acquirer’s previously held equity
interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement
are recognized in profit or loss.Business combination arising from transfer of interests in entities that are under the control of the controlling shareholder that
controls the Group is accounted for as if the acquisition had occurred at the beginning of the reporting period or if later at
the date that common control was established. The assets acquired and liabilities assumed are recognized at the carrying
amounts recognized previously in the Group’s controlling shareholder’s perspective. The components of equity of the acquired
entities are added to the same components within the Group’s equity and any difference between the net assets acquired
and the consideration paid is recognized directly in equity.Annual Report 2025 S.F. Holding Co. Ltd. 143Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
2. Summary of Accounting Policies (Continued)
2.1 Summary of material accounting policies (Continued)
(e) Intangible assets
(i) Goodwill
Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortized but it is tested for impairment
annually or more frequently if events or changes in circumstances indicate that it might be impaired and is carried at cost
less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill
relating to the entity sold.Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-
generating units or groups of cash-generating units that are expected to benefit from the business combination in which
the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal
management purposes being the operating segments.(ii) Software
Software is stated at cost less any impairment losses and is amortized on the straight-line basis over its estimated useful
life of two to ten years which is the shorter of expected economic benefit life and their contractual/legally protected period.(iii) Research and development
All research costs are charged to the statement of profit or loss as incurred.Development costs are capitalized only when all the following conditions are met:
* the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for
use or sale; and
* its intention to complete and its ability to use or sell the asset; and
* how the asset will generate economic benefits (including demonstration that the product derived from the intangible
asset or the intangible asset itself will be marketable or in the case of internal use the usefulness of the intangible
asset as such); and
* the availability of technical and financial resources to complete the project and procure the use or sale of the intangible
asset; and
* the ability to measure reliably the expenditure during the development.Self-developed systems and software when the development is done and ready for use are stated at cost less any impairment
losses.(iv) Customer relationships
Customer relationships acquired in a business combination are recognized at fair value at the acquisition date. The customer
relationships have a finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using
the straight-line method to allocate its cost over the expected life of the customer relationships which range from fifteen to
twenty years. The expected useful life is determined with reference to the past experience of the customer churn rate and
the projected period of future economic benefits from customer relationships.(v) Trademarks
Separately acquired trademarks are shown at historical cost. Trademarks acquired in a business combination are recognized
at fair value at the acquisition date. Trademarks have a finite useful life and are carried at cost less accumulated amortization.Amortization is calculated using the straight-line method to allocate the cost of trademarks over five to twenty years or the
expected economic benefit life.
144 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
2. Summary of Accounting Policies (Continued)
2.1 Summary of material accounting policies (Continued)
(f) Impairment of non-financial assets
Assets that have an indefinite useful life or are not yet available for use are not subject to amortization and are tested annually
for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully
recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purpose
of assessing impairment assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-
generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the
impairment at each reporting date.(g) Financial assets
(i) Classification
The Group classifies its financial assets in the following measurement categories:
* those to be measured subsequently at fair value (either through other comprehensive income or through profit or
loss) and
* those to be measured at amortized cost.The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the
cash flows.For assets measured at fair value gains and losses will either be recorded in profit or loss or other comprehensive income. For
investments in equity instruments that are not held for trading this will depend on whether the Group has made an irrevocable
election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income
(“FVOCI”).(ii) Recognition and derecognition
Regular way purchases and sales of financial assets are recognized on trade-date the date on which the Group commits to
purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets
have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.(iii) Measurement
At initial recognition the Group measures a financial asset at its fair value plus in the case of a financial asset not at fair
value through profit or loss (“FVPL”) transaction costs that are directly attributable to the acquisition of the financial asset.Transaction costs of financial assets carried at FVPL are expensed in profit or loss.Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are
solely payment of principal and interest.Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash
flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:
* Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely
payments of principal and interest are measured at amortized cost. Interest income from these financial assets is
included in finance income and lease income using the effective interest rate method. Any gain or loss arising on
derecognition is recognized directly in profit or loss and presented in other gains/(losses) together with foreign exchange
gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss.Annual Report 2025 S.F. Holding Co. Ltd. 145Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
2. Summary of Accounting Policies (Continued)
2.1 Summary of material accounting policies (Continued)
(g) Financial assets (Continued)
(iii) Measurement (Continued)
* FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets where the
assets’ cash flows represent solely payments of principal and interest are measured at FVOCI. Movements in the
carrying amount are taken through OCI except for the recognition of impairment gains or losses interest income and
foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognized
the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss and recognized in
other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest
rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment expenses are
presented as separate line item in the statement of profit or loss.* FVPL: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVPL. A gain or loss on a
debt investment that is subsequently measured at FVPL is recognized in profit or loss and presented net within other
gains/(losses) in the period in which it arises.Equity instruments
The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to present
fair value gains and losses on equity investments in other comprehensive income there is no subsequent reclassification of
fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments
continue to be recognized in profit or loss as other income when the Group’s right to receive payments is established.Changes in the fair value of financial assets at fair value through profit or loss are recognized in ‘other (losses)/gains net’ in
profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI
are not reported separately from other changes in fair value.(iv) Impairment of financial assets
The Group recognizes an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair value through
profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and
all the cash flows that the Group expects to receive discounted at an approximation of the original effective interest rate.The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral
to the contractual terms.General approach
Impairment under general approach is measured as either 12-month expected losses or lifetime expected credit loss
depending on whether there has been a significant increase in credit risk since initial recognition. For credit exposures for
which there has not been a significant increase in credit risk since initial recognition ECLs are provided for credit losses
that result from default events that are possible within the next 12 months (a 12-month ECL). For those credit exposures for
which there has been a significant increase in credit risk since initial recognition a loss allowance is required for credit losses
expected over the remaining life of the exposure irrespective of the timing of the default (a lifetime ECL).At each reporting date the Group assesses whether the credit risk on a financial instrument has increased significantly since
initial recognition. When making the assessment the Group compares the risk of a default occurring on the financial instrument
as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition
and considers reasonable and supportable information that is available without undue cost or effort including historical and
forward-looking information.The Group considers a financial asset in default when contractual payments are past due. However in certain cases the
Group may also consider a financial asset to be in default when internal or external information indicates that the Group is
unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by
the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
146 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
2. Summary of Accounting Policies (Continued)
2.1 Summary of material accounting policies (Continued)
(g) Financial assets (Continued)
(iv) Impairment of financial assets (Continued)
Debt investments at fair value through other comprehensive income and financial assets at amortized cost are subject to
impairment under the general approach and they are classified within the following stages for measurement of ECLs except
for accounts apply the simplified approach as detailed below.Stage 1 — F inancial instruments for which credit risk has not increased significantly since initial recognition and for which the
loss allowance is measured at an amount equal to 12-month ECLs
Stage 2 — Financial instruments for which credit risk has increased significantly since initial recognition but that are not
credit-impaired financial assets and for which the loss allowance is measured at an amount equal to lifetime ECLs
Stage 3 — Financial assets that are credit-impaired at the reporting date (but that are not purchased or originated credit
impaired) and for which the loss allowance is measured at an amount equal to lifetime ECLs
Simplified approach
For trade and note receivables at amortized cost contract assets and notes held for sale resulted from providing operating
services whether there exits a significant financing component the Group applies the simplified approach in calculating
ECLs which uses a lifetime expected loss allowance for all trade and note receivables at amortized cost contract assets and
notes held for sale. For lease receivables resulted from lease transactions the Group also chooses the simplified approach to
measure ECLs. The Group has established a provision matrix that is based on its historical credit loss experience adjusted
for forward-looking factors specific to the debtors and the economic environment.(h) Financial liabilities
(i) Initial recognition and measurement
Financial liabilities are classified at initial recognition as financial liabilities at fair value through profit or loss loans and
borrowings payables or as derivatives designated as hedging instruments in an effective hedge as appropriate.All financial liabilities are recognized initially at fair value and in the case of loans and borrowings and payables net of directly
attributable transaction costs.The Group’s financial liabilities include trade and other payables derivative financial instruments lease liabilities interest-
bearing borrowings bonds and debt component of convertible bonds.(ii) Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification as follows:
Financial liabilities at amortized cost
After initial recognition interest-bearing loans and borrowings are subsequently measured at amortized cost using the effective
interest rate method unless the effect of discounting would be immaterial in which case they are stated at cost. Gains and
losses are recognized in the statement of profit or loss when the liabilities are derecognized as well as through the effective
interest rate amortization process.Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the effective interest rate. The effective interest rate amortization is included in finance costs in the statement
of profit or loss.(iii) Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.Annual Report 2025 S.F. Holding Co. Ltd. 147Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
2. Summary of Accounting Policies (Continued)
2.1 Summary of material accounting policies (Continued)
(h) Financial liabilities (Continued)
(iii) Derecognition of financial liabilities (Continued)
When an existing financial liability is replaced by another from the same lender on substantially different terms or the terms
of an existing liability are substantially modified such an exchange or modification is treated as a derecognition of the original
liability and a recognition of a new liability and the difference between the respective carrying amounts is recognized in the
statement of profit or loss.(iv) Convertible bonds
The component parts of the convertible bonds are classified separately as financial liabilities and equity in accordance with
the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Conversion
option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the
Company’s own equity instruments is an equity instrument. Transaction cost that relates to the issue of the convertible bonds
are allocated to the financial liability and equity instrument in proportion to their relative fair values.At the date of issue of the convertible bonds the fair value of the liability component is estimated using the prevailing market
interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortized cost basis using
the effective interest method until extinguished upon conversion or at the instrument’s maturity date.The conversion option classified as equity is determined by deducting the amount of the liability component from the fair
value of the convertible bonds as a whole. This is recognized and included in equity net of income tax effects and is not
subsequently remeasured. In addition the conversion option classified as equity will remain in equity when the conversion
option is exercised.(i) Current and deferred income tax
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses.(i) Current income tax
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the
year in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically
evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation
and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Group measures its
tax balances either based on the most likely amount or the expected value depending on which method provides a better
prediction of the resolution of the uncertainty.(ii) Deferred income tax
Deferred income tax is provided in full using the liability method on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the consolidated financial statements. However deferred tax liabilities
are not recognized if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it
arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the
transaction affects neither accounting nor taxable profit or loss and does not give rise to taxable and deductible temporary
differences. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted
by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the
deferred income tax liability is settled.Deferred tax assets are recognized only if it is probable that future taxable amounts will be available to utilize those temporary
differences and losses.Deferred tax liabilities and assets are not recognized for temporary differences between the carrying amount and tax bases
of investments in foreign operations where the Group is able to control the timing of the reversal of the temporary differences
and it is probable that the differences will not reverse in the foreseeable future (Note 18).
148 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
2. Summary of Accounting Policies (Continued)
2.1 Summary of material accounting policies (Continued)
(i) Current and deferred income tax (Continued)
(iii) Offsetting
Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities
and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset
where the entity has a legally enforceable right to offset and intends either to settle on a net basis or to realize the asset
and settle the liability simultaneously.Current and deferred tax is recognized in profit or loss except to the extent that it relates to items recognized in other
comprehensive income or directly in equity. In this case the tax is also recognized in other comprehensive income or directly
in equity respectively.(j) Revenue recognition
Revenue is recognized with the amount of consideration to which the Group expects to be entitled when or as the control
of the goods or services is transferred to a customer. Depending on the terms of the contract and the laws that apply to
the contract control of the goods and services may be transferred over time or at a point in time. Control of the goods and
services is transferred over time if the Group’s performance:
* provides all of the benefits received and consumed simultaneously by the customer;
* creates or enhances an asset that the customer controls as the Group performs; or
* does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for
performance completed to date.If control of the asset transfers over time revenue is recognized over the period of the contract by reference to the progress
towards complete satisfaction of that performance obligation. Otherwise revenue is recognized at a point in time when the
customer obtains control of the asset.The progress towards complete satisfaction of the performance obligation is measured based on one of the following methods
that best depict the Group’s performance in satisfying the performance obligation:
* direct measurements of the value transferred by the Group to the customer; or
* the Group’s efforts or inputs to the satisfaction of the performance obligation relative to the total expected efforts or
inputs.(i) Revenue from logistics and freight forwarding services
The Group derives revenue from provision of logistics and freight forwarding services including express and freight delivery
services (comprising time-definite express services economy express services freight delivery services and cold chain and
pharmaceuticals logistics services) intra-city on-demand delivery services and supply chain and international services.The Group uses information technology systems to process and record services provided and recognizes revenue based on
the progress of the service performed within period which is determined based on proportion of costs incurred to date to the
estimated total costs or days spent to the estimated total days. As at the date of the end of the reporting period the Group
re-estimates the progress of the service performed to reflect the actual status of contract performance.When the Group recognizes revenue based on the progress of the service performed the amount with unconditional right
to consideration obtained by the Group is recognized as trade receivables and the rest is recognized as contract assets.Meanwhile provision for trade receivables and contract assets is recognized on the basis of expected credit losses (Note
2.1(g)(iv)). If the contract consideration received or receivable exceeds the progress of the service performed the excess
portion will be recognized as contract liabilities. Contract assets and contract liabilities under the same contract are presented
on a net basis.Annual Report 2025 S.F. Holding Co. Ltd. 149Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
2. Summary of Accounting Policies (Continued)
2.1 Summary of material accounting policies (Continued)
(j) Revenue recognition (Continued)
(i) Revenue from logistics and freight forwarding services (Continued)
Contract costs include costs to fulfil a contract and costs to obtain a contract. Costs incurred for provision of the aforesaid
services are recognized as costs to fulfil a contract which is carried forward to the cost of revenue when revenue recognized
based on the progress of the service performed. Incremental costs incurred by the Group for the acquisition of the aforesaid
service contract are recognized as the costs to obtain a contract. For the costs to obtain a contract with the amortization
period within one year the costs are charged to profit or loss when incurred. For the costs to obtain a contract with the
amortization period beyond one year the costs are charged in the profit or loss on the same basis as aforesaid revenue of
rendering of services recognized under the relevant contract. If the carrying amount of the contract costs is higher than the
remaining consideration expected to be obtained by rendering of the service net of the estimated cost to be incurred the
Group makes provision for impairment on the excess portion and recognizes it as asset impairment losses. As at the date of
the end of the reporting period based on whether the amortization period of the costs to fulfil a contract is more than one year
when initially recognized the amount of the Group’s costs to fulfil a contract net of related provision for asset impairment is
presented as inventories or other non-current assets. For costs to obtain a contract with amortization period beyond one year
at the initial recognition the amount net of related provision for asset impairment is presented as other non-current assets.(ii) Sales of goods
Sales are recognized when control of the products has transferred being when the products are delivered to the customer.No element of financing is deemed present as the sales are made with the credit policies which is consistent with market
practice.(iii) Other services
The Group’s services also include telecommunication service repairment service research and development and technical
services and other services.With regard to certain maintenance service research and development and technical services the Group recognizes revenue
at a point in time when the services are delivered to customers. For other services the Group recognizes revenue based on
the progress of the service performed within period which is determined based on proportion of costs incurred to date to
the estimated total costs as at the date of end of the reporting period.
2.2 Summary of other accounting policies
(a) Subsidiaries
A subsidiary is an entity (including a structured entity) over which the Group has control. The Group controls an entity when
the Group is exposed to or has rights to variable returns from its involvement with the entity and has the ability to affect
those returns through its power over the entity. Subsidiaries are consolidated from the date on which control is transferred
to the Group. They are deconsolidated from the date that control ceases.The acquisition method of accounting is used to account for business combinations by the Group. Refer to Note 2.1(e) for
further accounting policy information.Inter-company transactions balances and unrealized gains on transactions between group companies are eliminated.Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by
the Group.Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit
or loss consolidated statement of comprehensive income consolidated statement of changes in equity and consolidated
statement of financial position respectively.
150 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
2. Summary of Accounting Policies (Continued)
2.2 Summary of other accounting policies (Continued)
(b) Equity method
Under the equity method of accounting the investments are initially recognized at cost and adjusted thereafter to recognize the
Group’s share of the post-acquisition profits or losses of the investee in profit or loss and the Group’s share of movements in
other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates
and joint ventures are recognized as a reduction in the carrying amount of the investment.Where the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity including
any other unsecured long-term receivables the Group does not recognize further losses unless it has incurred obligations
or made payments on behalf of the other entity.The gain or loss resulting from a downstream transaction involving assets that constitute a business between the Group and
the associate or joint ventures is recognized in full in the Group’s financial statements.Unrealized gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of
the Group’s interest in these entities. Unrealized losses are also eliminated unless the transaction provides evidence of an
impairment of the asset transferred. Accounting policies of equity-accounted investees have been changed where necessary
to ensure consistency with the policies adopted by the Group.The carrying amount of equity-accounted investments is tested for impairment in accordance with the policy described in
Note 2.1(g).(c) Changes in ownership interests
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with owners
of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and
non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment
to non-controlling interests and any consideration paid or received is recognized in a separate reserve within equity attributable
to owners of the Company.When the Group ceases to consolidate or equity account for an investment because of a loss of control joint control or
significant influence any retained interest in the entity is remeasured to its fair value with the change in carrying amount
recognized in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting
for the retained interest as an associate joint venture or financial asset. In addition any amounts previously recognized in
other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related
assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to
profit or loss or transferred to another category of equity as specified/permitted by applicable IFRS Accounting Standards.If the ownership interest in a joint venture or an associate is reduced but joint control or significant influence is retained only
a proportionate share of the amounts previously recognized in other comprehensive income are reclassified to profit or loss
where appropriate.(d) Separate financial statements
Investments in subsidiaries are accounted for at cost less impairment. Cost includes direct attributable costs of investment.The results of subsidiaries are accounted for by the Company on the basis of dividend received and receivable.Impairment test of the investments in subsidiaries is required upon receiving a dividend from these investments if the dividend
exceeds the total comprehensive income of the subsidiary in the period the dividend is declared or if the carrying amount of the
investment in the separate financial statements exceeds the carrying amount of the investee’s net assets including goodwill.Annual Report 2025 S.F. Holding Co. Ltd. 151Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
2. Summary of Accounting Policies (Continued)
2.2 Summary of other accounting policies (Continued)
(e) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (“the functional currency”). Since the majority of the assets and operations
of the Group are located in the PRC the consolidated financial statements are presented in RMB which is also the Company’s
functional and the Group’s presentation currency.(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of
the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement
of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognized in profit or loss.Non-monetary items that are measured at fair value in foreign currency are translated using the exchange rates at the date
when the fair value was determined. Translation differences on non-monetary assets and liabilities carried at fair value are
reported as part of the fair value gain or loss. For example translation differences on non-monetary financial assets and
liabilities such as equity instruments held at fair value through profit or loss are recognized in the consolidated statement of
profit or loss as part of the fair value gain or loss and translation differences on non-monetary financial assets such as equity
investment at fair value through other comprehensive income are included in other comprehensive income.(iii) Group companies
The results and financial position of all the Group’s entities (none of which has the currency of a hyperinflationary economy)
that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
* assets and liabilities for each statement of financial position of the Group’s entities are translated at the closing rate
at the end of the reporting period;
* income and expenses for each statement of profit or loss of the Group’s entities are translated at average exchange
rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the
transaction dates in which case income and expenses are translated at the dates of the transactions); and
* all resulting exchange differences are recognized in other comprehensive income.On consolidation exchange differences arising from the translation of the net investment in foreign operations are taken
to other comprehensive income. When a foreign operation is partially disposed of or sold exchange differences that were
recorded in equity are recognized in the consolidated statement of profit or loss and other comprehensive income as part of
the gain or loss on sale.Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the
foreign entity and translated at the closing rate.
152 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
2. Summary of Accounting Policies (Continued)
2.2 Summary of other accounting policies (Continued)
(f) Leases
(i) The Group as the lessee
Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available
for use by the Group.Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present
value of the following lease payments:
* fixed payments (including in-substance fixed payments) less any lease incentives receivable
* variable lease payment that are based on an index or a rate initially measured using the index or rate as at the
commencement date
* amounts expected to be payable by the Group under residual value guarantees
* the exercise price of a purchase option if the Group is reasonably certain to exercise that option and
* payments of penalties for terminating the lease if the lease term reflects the Group exercising that option.Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined
which is generally the case for leases in the Group the lessee’s incremental borrowing rate is used being the rate that the
individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset
in a similar economic environment with similar terms security and conditions.To determine the incremental borrowing rate the Group:
* where possible uses recent third-party financing received by the individual lessee as a starting point adjusted to
reflect changes in financing conditions since third party financing was received; and
* makes adjustments specific to the lease e.g. term country currency and security.The Group is exposed to potential future increases in variable lease payments based on an index or rate which are not
included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect
the lease liability is reassessed and adjusted against the right-of use asset.Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease
period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.Right-of-use assets are measured at cost comprising the following:
* the amount of the initial measurement of lease liability
* any lease payments made at or before the commencement date less any lease incentives received
* any initial direct costs and
* restoration costs.Annual Report 2025 S.F. Holding Co. Ltd. 153Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
2. Summary of Accounting Policies (Continued)
2.2 Summary of other accounting policies (Continued)
(f) Leases (Continued)
(i) The Group as the lessee (Continued)
The Group also has interests in leasehold land and land use rights for use in its operations. Lump sum payments were made
upfront to acquire these land interests from their previous registered owners or governments in the jurisdictions where the
land is located. There are no ongoing payments to be made under the term of the land leases other than insignificant lease
renewal costs or payments based on rateable value set by the relevant government authorities. These payments are stated
at cost and are amortized over the term of the lease which includes the renewal period if the lease can be renewed by the
Group without significant cost.Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-
line basis. If the Group is reasonably certain to exercise a purchase option the right-of-use asset is depreciated over the
underlying asset’s useful life.Payments associated with short-term leases and all leases of low-value assets are recognized as expenses in profit or loss.Short-term leases are leases with a lease term of 12 months or less.If the transfer of an asset by the Group satisfies the requirements of IFRS 15 Revenue from Contracts with Customers to
be accounted for as a sale of the asset the Group accounts for the transaction as a sale and leaseback and recognize the
right-of-use asset arising from the leaseback at the proportion of the previous carrying amount of the asset that relates to
the right of use retained by the Group. Accordingly the Group recognizes only the amount of any gain or loss that relates to
the rights transferred to the buyer-lessor.(ii) The Group as the lessor
When the Group acts as a lessor it classifies at lease inception (or when there is a lease modification) each of its leases as
either an operating lease or a finance lease.Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset
are classified as operating leases. When a contract contains lease and non-lease components the Group allocates the
consideration in the contract to each component on a relative stand-alone selling price basis. Rental income is accounted for
on a straight-line basis over the lease terms and is included in revenue in the statement of profit or loss due to its operating
nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the
leased asset and recognized over the lease term on the same basis as rental income. Contingent rents are recognized as
revenue in the period in which they are earned.Leases that transfer substantially all the risks and rewards incidental to ownership of an underlying asset to the lessee are
accounted for as finance leases.(g) Property plant and equipment
All property plant and equipment are stated at historical costs less accumulated depreciation and accumulated impairment
charges. Historical costs include expenditures that are directly attributable to the acquisition of the items.Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset as appropriate only when
it is probable that future economic benefits associated with the asset will flow to the Group and the cost of the item can be
measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged
to the consolidated statement of comprehensive income during the periods in which they are incurred.
154 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
2. Summary of Accounting Policies (Continued)
2.2 Summary of other accounting policies (Continued)
(g) Property plant and equipment (Continued)
Replacement parts of aircraft engine repairment/maintenance are depreciated using the units-of-production method. Except for
the replacement parts of aircraft engine repairment/maintenance and freehold land depreciation of other property plant and
equipment is calculated using the straight-line method to allocate their cost net of their residual values over their estimated
useful lives as follows:
Freehold land Not depreciated
Buildings 10 – 50 years
Machinery and equipment 2 – 40 years
Aircraft aircraft engines rotables and other flight equipment 1.5 – 20 years
Other property plant and equipment 2 – 20 years
Leasehold improvements Shorter of their useful
lives and the lease term
The assets’ residual values and useful lives are reviewed and adjusted if appropriate at each reporting date.An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater
than its estimated recoverable amount (Note 2.1(g)).Gains and losses on disposal are determined by comparing the proceeds with the carrying amounts. These are included in
the consolidated statement of comprehensive income.Construction in progress represents logistics centers and warehouses under construction and is stated at cost less impairment
losses. It will be reclassified to the relevant property plant and equipment category upon completion and depreciation begins
when the relevant assets are available for use.(h) Investment properties
Investment properties are interests in land and buildings held to earn rental income and/or for capital appreciation including
properties under construction for such purpose rather than for use in the production or supply of goods or services or for
administrative purposes or for sale in the ordinary course of business. Such properties are measured initially at cost including
related transaction costs. After initial recognition the Group chooses the cost model to measure all of its investment properties.Depreciation is calculated on the straight-line basis to its residual value over its estimated useful life. The estimated useful
lives are as follows:
Buildings 10–50 years
Land use rights 20–50 years
The carrying amounts of investment properties measured using the cost method are reviewed for impairment when events or
changes in circumstances indicate that the carrying amounts may not be recoverable.Any gains or losses on the retirement or disposal of an investment property are recognized in profit or loss in the year of the
retirement or disposal.Annual Report 2025 S.F. Holding Co. Ltd. 155Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
2. Summary of Accounting Policies (Continued)
2.2 Summary of other accounting policies (Continued)
(i) Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted average method.Net realizable value is the estimated selling price in the ordinary course of business less applicable variable selling expenses.(j) Trade and other receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business.Majority of other receivables are advances to employees deposit from suppliers and value-added tax recoverable. If collection
of trade and other receivables is expected in one year or less (or in the normal operating cycle of the business if longer) they
are classified as current assets. If not they are presented as non-current assets.Trade and other receivables are recognized initially at the amount of consideration that is unconditional unless they contain
significant financing components when they are recognized at fair value. The Group holds the trade receivables with the
objective of collecting the contractual cash flows and therefore measures them subsequently at amortized cost using the
effective interest method less provision for impairment. See Note 24 and Note 19 for further information about the Group’s
accounting for Trade and other receivables and Note 2.1(h) for a description of the Group’s impairment policies.(k) Cash and cash equivalents
Cash and cash equivalents include cash in hand deposits held at call with banks other short-term highly liquid investments
with original maturities of three months or less. Bank overdrafts are shown as a separate current liability in the consolidated
statement of financial position.Restricted and pledged bank deposits are not included in cash and cash equivalents.(l) Share capital and capital reserve
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity
as a deduction net of tax from the proceeds.Where any group company purchases its equity instruments for example as the result of an employee share scheme
the consideration paid including any directly attributable incremental costs (net of income taxes) is deducted from equity
attributable to owners of the Company as treasury shares until the shares are cancelled or reissued. Where such shares
are subsequently reissued any consideration received net of any directly attributable incremental transaction costs and the
related income tax effects is included in equity attributable to owners of the Company.(m) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of financial period which
are unpaid. Trade payables are presented as current liabilities unless payment is not due within 12 months after the reporting.They are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.
156 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
2. Summary of Accounting Policies (Continued)
2.2 Summary of other accounting policies (Continued)
(n) Borrowings
Borrowings are initially recognized at fair value net of transaction costs incurred. Borrowings are subsequently measured at
amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in
profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan
facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be
drawn down. In this case the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable
that some or all of the facility will be drawn down the fee is capitalized as a prepayment for liquidity services and amortized
over the period of the facility to which it relates.Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all
or part of the liability (debt for equity swap) a gain or loss is recognized in profit or loss which is measured as the difference
between the carrying amount of the financial liability and the fair value of the equity instruments issued.Borrowings are classified as current liabilities unless at the end of the reporting period the group has a right to defer settlement
of the liability for at least 12 months after the reporting period.(o) Borrowing costs
General and specific borrowing costs that are directly attributable to the acquisition construction or production of a qualifying
asset are capitalized during the period of time that is required to complete and prepare the asset for its intended use or sale.Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets
is deducted from the borrowing costs eligible for capitalization.Other borrowing costs are expensed in the period in which they are incurred.(p) Provisions
Provisions for legal claims service warranties and make good obligations are recognized when the Group has a present legal
or constructive obligation as a result of past events it is probable that an outflow of resources will be required to settle the
obligation and the amount can be reliably estimated. Provisions are not recognized for future operating losses.Where there are a number of similar obligations the likelihood that an outflow will be required in settlement is determined by
considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to
any one item included in the same class of obligations may be small.Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present
obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that
reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the
provision due to the passage of time is recognized as interest expense.Annual Report 2025 S.F. Holding Co. Ltd. 157Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
2. Summary of Accounting Policies (Continued)
2.2 Summary of other accounting policies (Continued)
(q) Employee benefits
(i) Short-term obligations
Liabilities for wages and salaries including non-monetary benefits annual leave and accumulating sick leave that are
expected to be settled wholly within 12 months after the end of the period in which the employees render the related service
are recognized in respect of employees’ services up to the end of the reporting period and are measured at the amounts
expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the
consolidated statement of financial position.(ii) Employment obligations
Housing funds medical insurances and other social insurances
Employees of the Group in the PRC are entitled to participate in various government-supervised housing funds medical
insurance and other employee social insurance plan. The Group contributes on a monthly basis to these funds based on
certain percentages of the salaries of the employees subject to certain ceiling. The Group’s liability in respect of these funds
is limited to the contributions payable in each year. Contributions to the housing funds medical insurances and other social
insurances are expensed as incurred.Termination benefits
Termination benefits are payable when employment is terminated by the Group before the normal retirement date or whenever
an employee accepts voluntary redundancy in exchange for these benefits. The Group recognizes termination benefits at the
earlier of the following dates: (a) when the Group can no longer withdraw the offer of those benefits; and (b) when the entity
recognizes costs for a restructuring that is within the scope of IAS 37 and involves the payment of termination benefits. In
the case of an offer made to encourage voluntary redundancy the termination benefits are measured based on the number
of employees expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting period
are discounted to their present value.(r) Share-based payments
Share-based payments can be distinguished into equity-settled share-based payments and cash-settled share-based
payments. Equity-settled share-based payments are transactions of the Group settled through the payment of shares or other
equity instruments in consideration for receiving services. In intra-group share-based payment arrangements the Group shall
measure the services received from its employees in accordance with the requirements applicable to equity-settled share-
based payment transactions unless it has an obligation to settle the transaction with its employees.Equity-settled share-based payments made in exchange for services rendered by employees are measured at the fair value of
equity instruments granted to employees. Instruments which are vested immediately upon the grant are charged to relevant
costs or expenses at the fair value on the date of grant and the capital reserve is credited accordingly. Instruments of which
vesting is conditional upon completion of services or fulfillment of performance conditions are measured by recognizing
services rendered during the period in relevant costs or expenses and crediting the capital reserve accordingly at the fair
value on the date of grant according to the best estimates conducted by the Group at each date of the end of the reporting
period during the pending period. The fair value of equity instruments is determined by share price or using the Discounted
Cash Flow model or Binomial Option Pricing model. For details see Note 33. Share-based payment.No expense is recognized for awards that do not ultimately vest due to non-fulfillment of non-market conditions and/or
vesting conditions. For the market or non-vesting condition under the share-based payments agreement it should be treated
as vesting irrespective of whether or not the market or non-vesting condition is satisfied provided that other performance
condition and/or vesting conditions are satisfied.
158 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
2. Summary of Accounting Policies (Continued)
2.2 Summary of other accounting policies (Continued)
(r) Share-based payments (Continued)
Where the terms of an equity-settled share-based payment are modified as a minimum services obtained are recognized as
if the terms had not been modified. In addition an expense is recognized for any modification which increases the total fair
value of the instrument ranted or is otherwise beneficial to the employee as measured at the date of modification.Where an equity-settled award is cancelled it is treated as if it had vested on the date of cancellation and any expense not
yet recognized for the award is recognized immediately. Where employees or other parties are permitted to choose to fulfill
non-vesting conditions but have not fulfilled during the pending period equity-settled share-based payments are deemed
cancelled. However if a new award is substituted for the cancelled award and designated as a replacement award on the
date that it is granted the new awards are treated as if they were a modification of the original award.Cash-settled share-based payments are those arrangements with employees where terms provide the Group to settle
the transaction in cash. For cash-settled share-based payments a liability equal to the portion of the services received is
recognized at the current fair value determined at the end of the reporting period until the date of settlement with any changes
in fair value recognized in profit or loss.(s) Dividend distribution
Dividend distributed to the shareholders is recognized as a liability in the consolidated financial statements in the period when
the dividends are approved by the entities’ shareholders or directors where appropriate.(t) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
* the profit attributable to owners of the Company excluding any costs of servicing equity other than ordinary shares
* by the weighted average number of ordinary shares outstanding during the financial year adjusted for bonus elements
in ordinary shares issued during the year and excluding treasury shares.(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
* the after-income tax effect of interests and other financing costs associated with dilutive potential ordinary shares and
* the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion
of all dilutive potential ordinary shares.(u) Government grants
Grants from the government are recognized at their fair value where there is a reasonable assurance that the grant will be
received and the Group will comply with all attached conditions.Government grants relating to costs are deferred and recognized in the consolidated statement of profit or loss over the
period necessary to match them with the costs that they are intended to compensate. Government grants relating to property
and equipment and other non-current assets are included in the non-current liabilities and are credited to the consolidated
statement of profit or loss on a straight – line basis over the expected lives of the related assets.Annual Report 2025 S.F. Holding Co. Ltd. 159Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
3. Financial Risk Management
3.1 Financial risk factors
The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk price risk and
interest rate risk) credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability
of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance. Risk management
is carried out by the directors and senior management of the Group.(a) Market risk
(i) Foreign exchange risk
The Group’s major operational activities are carried out in Chinese Mainland and most of the transactions are denominated
in RMB. Some operational activities are carried out in regions/countries including Hong Kong Special Administrative Region
(“Hong Kong”) and United States and relevant transactions are settled in Hong Kong Dollar (“HKD”) and United States Dollar
(“USD”). Foreign exchange risk arises when future commercial transactions or recognized assets and liabilities are denominated
in a currency that is not the respective functional currency of the Group’s subsidiaries. The Group manages its foreign exchange
risk by performing regular reviews of the Group’s net foreign exchange exposures.As at December 31 2025 and 2024 for the Group’s subsidiaries with RMB as the functional currency major monetary assets
and liabilities exposed to foreign exchange risk are listed below:
USD HKD Others
denominated denominated denominated
RMB’000 RMB’000 RMB’000
At December 31 2025
Cash and cash equivalents 322713 20445 6374
Trade and other receivables 644689 56925 43813
Trade payables accruals and other payables (589541) (22952) (78475)
37786154418(28288)
At December 31 2024
Cash and cash equivalents 382588 32664 2160
Trade and other receivables 541416 22940 47901
Trade payables accruals and other payables (369254) (25123) (60337)
55475030481(10276)
As at December 31 2025 for the above USD-denominated financial assets and financial liabilities if the RMB strengthened or
weakened by 5% against USD and with all variables held constant the Group’s profit before taxation would have decreased or
increased by approximately RMB18893000 (2024: RMB27738000). Other foreign currencies of changes have no significant
impact on foreign exchange risk.
160 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
3. Financial Risk Management (Continued)
3.1 Financial risk factors (Continued)
(a) Market risk (Continued)
(i) Foreign exchange risk (Continued)
As at December 31 2025 and 2024 for the Group’s subsidiaries with HKD as the functional currency major monetary assets
and liabilities exposed to foreign exchange risk are listed below:
USD RMB Other
denominated denominated denominated
RMB’000 RMB’000 RMB’000
At December 31 2025
Cash and cash equivalents 439971 42904 55887
Trade and other receivables 109167 96563 –
Trade payables accruals and other payables (240510) (60767) (38996)
3086287870016891
At December 31 2024
Cash and cash equivalents 217831 17857 166
Trade and other receivables 28725 17723 –
Trade payables accruals and other payables (4313) (36590) (722)
242243(1010)(556)
For the Group’s subsidiaries with HKD as the functional currency the foreign exchange exposure of their non-functional
currency denominated financial assets and financial liabilities was mainly derived from the USD. As USD is pegged against
HKD the foreign exchange exposure of the above-mentioned subsidiaries is not significant.(ii) Price risk
The Group is exposed to price risk mainly arising from equity investments held by the Group that are classified either as FVPL
or FVOCI that will not be sold within one year.Sensitivity analysis is performed by management to assess the exposure of the Group’s financial results to equity price risk of
FVPL and FVOCI as at December 31 2025 and 2024. If prices of the respective instruments held by the Group had been 10%
higher/lower as at December 31 2025 and 2024 profit for the year would have been approximately RMB63451000 (2024:
RMB47742000) higher/lower as a result of gains/losses on financial instruments classified as at FVPL other comprehensive
income would have been approximately RMB829704000 (2024: RMB823199000) higher/lower as a result of gains/losses
on financial instruments classified as at FVOCI.Annual Report 2025 S.F. Holding Co. Ltd. 161Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
3. Financial Risk Management (Continued)
3.1 Financial risk factors (Continued)
(a) Market risk (Continued)
(iii) Interest rate risk
The Group’s interest rate risk primarily arises from long-term interest-bearing borrowings and bonds. Long-term borrowings
issued at floating rates will expose the Group to cash flow interest rate risk. Bonds issued at fixed rates will expose the Group
to fair value interest rate risk. The Group determines the proportion of borrowings and bonds issued at floating rates and fixed
rates based on the market environment.The Group has been monitoring the level of interest rates. The increase in the interest rates will increase the interest costs
of borrowings at variable rates which will further impact the performance of the Group. To hedge against the variability in
the cash flows arising from a change in market interest rates the Group may enter into certain floating-to-fixed interest rate
swap contracts to swap floating rates into fixed rates.The following tables list out the interest rate profiles of the Group’s interest-bearing financial instruments as at December
31 2025 and 2024:
As at December 31
20252024
RMB’000 RMB’000
Floating rate instruments
Long-term borrowings 5183331 6186386
As at December 31
20252024
RMB’000 RMB’000
Fixed rate instruments
Bonds
– USD denominated 10360259 17943954
– RMB denominated 1998566 1997981
If interest rates of floating rate instruments had been 50 basis points higher or lower with all other variables held constant
profit before income tax would be lower or higher approximately RMB25917000 and RMB30932000 as at December 31
2025 and 2024 respectively.
(b) Credit risk
The carrying amounts of cash and cash equivalents restricted cash trade and other receivables contract assets and Fixed
income certificates represent the Group’s maximum exposure to credit risk in relation to financial assets.(i) Credit risk of cash and bank balances restricted and pledged bank deposits
To manage this risk arising from cash and cash equivalents restricted and pledged bank deposit the Group mainly transacts
with banks with high credit rating. There has been no recent history of default in relation to these financial institutions. The
expected credit loss is immaterial.
162 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
3. Financial Risk Management (Continued)
3.1 Financial risk factors (Continued)
(b) Credit risk (Continued)
(ii) Credit risk of trade and note receivables and contract assets
There is no concentration of credit risk with respect to trade and note receivables from third party customers as the Group
has wide-ranging customers in different industries. In respect of customers with a poor credit history sending written payment
reminders shortening or cancellation of credit periods and other follow-up actions are taken to ensure the overall credit
risk of the Group is limited to a controllable extent. In addition the Group has closely monitored the credit qualities and the
collectability of these receivables at the end of each reporting period to ensure that adequate impairment losses are provided.In this regard the Directors of the Company consider that the expected credit risks of trade receivables and contract assets
are adequately covered.The Group has applied the IFRS 9 simplified approach to measuring Expected Credit Losses (ECLs) which uses a lifetime ECLs
for all trade and note receivables and contract assets. The expected loss rates are based on the historical settlement from the
Group’s customers which represent the historical credit losses. The historical loss rates are adjusted to reflect current and
forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. At the
end of each reporting period the historical loss rates are adjusted and changes in the forward-looking information are analyzed.A default on trade and note receivables and contract assets is when the counterparty fails to make contractual payments
when they fall due.Trade and note receivables and contract assets are written off when there is no reasonable expectation of recovery.On that basis the loss allowance as at December 31 2025 and 2024 was determined as follows for both trade receivables
and contract assets:
As at December 31 2025
Gross amount
Trade and
note receivables Contract assets Loss allowance Expected loss rate
RMB’000 RMB’000 RMB’000 %
Assessed based on grouping
– The third parties 31289219 3037830 709730 2.07%
– The related parties 472696 16489 2038 0.42%
Assessed individually 125864 – 125864 100.00%
318877793054319837632
Annual Report 2025 S.F. Holding Co. Ltd. 163Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
3. Financial Risk Management (Continued)
3.1 Financial risk factors (Continued)
(b) Credit risk (Continued)
(ii) Credit risk of trade and note receivables and contract assets (Continued)
As at December 31 2024
Gross amount
Trade and
note receivables Contract assets Loss allowance Expected loss rate
RMB’000 RMB’000 RMB’000 %
Assessed based on grouping
– The third parties 28280344 2737292 794255 2.56%
– The related parties 540956 8517 50401 9.17%
Assessed individually 274364 – 274364 100.00%
2909566427458091119020
164 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
3. Financial Risk Management (Continued)
3.1 Financial risk factors (Continued)
(b) Credit risk (Continued)
(iii) Credit risk of lease receivables
For lease receivables resulted from lease transactions the Group applies IFRS 9 simplified approach to measuring ECLs
regardless of whether there exits a significant financing component.As at December 31 2025 and 2024 management is of the view that the credit risk of lease receivables is low and the loss
allowance provision for lease receivables is not material.(iv) Credit risk of other receivables (excluding lease receivables)
Loans and advances are presented in prepayments other receivables and other assets in the consolidated statement
of financial position and subject to the expected credit loss model. The Group developed credit policies and operational
implementation rules for loans and advances in accordance with the requirements of relevant state regulatory authorities and
implemented standardized management over the entire process of credit granting. In addition the Group further improved
the systems for credit risk monitoring and early warning and defective credit extension management. The Group actively
responded to the changes in the credit environment regularly analyzed the situation and dynamic of credit risks and took
risk control measures on a forward-looking basis. The Group also established an optimization management mechanism for
defective credit and accelerated the optimization progress of defective credit to avoid non-performing loans.For other receivables excluding lease receivables and loans and advances the Group accounts for its credit risk by
appropriately providing for expected credit losses on a timely basis. To assess whether there is a significant increase in
credit risk in other receivables the Group compares the risk of a default occurring on the assets at the end of each reporting
period with the risk of default at the date of initial recognition. It considers available reasonable supportive forward-looking
information. Especially the following indicators are incorporated:
* external credit rating of the counterparty (as far as available);
* actual or expected significant adverse changes in business financial or economic conditions that are expected to
cause a significant change to the counterparty’s ability to meet its obligations;
* actual or expected significant changes in the operating results of the counterparty; and
* significant expected changes in the performance and behavior of the counterparty including changes in the payment
status of the counterparty
Annual Report 2025 S.F. Holding Co. Ltd. 165Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
3. Financial Risk Management (Continued)
3.1 Financial risk factors (Continued)
(b) Credit risk (Continued)
(iv) Credit risk of other receivables (excluding lease receivables) (Continued)
Based on historical experiences other receivables from related parties were settled within 12 months after upon maturity
hence the expected credit loss is minimal.As stated in note 2.1(g) impairment on other receivables accounted as amortized cost is measured as either 12-month ECL
or lifetime ECL. On such basis the following table sets forth the loss allowance for other receivables as at December 31
2025 and 2024:
Stage 1 Stage 2 Stage 3
12-month ECL Lifetime ECL Lifetime ECL Total
RMB’000 RMB’000 RMB’000 RMB’000
As at December 31 2025
Expected credit loss rate 0.62% – 100.00% 7.71%
Gross carrying amounts 4122565 – 316754 4439319
Allowance for impairment (25500) – (316754) (342254)
As at December 31 2024
Expected credit loss rate 0.34% – 100.00% 8.33%
Gross carrying amounts 3694742 – 322238 4016980
Allowance for impairment (12573) – (322238) (334811)
(v) Credit risk of Fixed income certificates
As at December 31 2025 the Group considered that there was no significant increase in credit risk of Fixed income certificates
since initial recognition and made provision for loss based on 12-month ECL.
166 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
3. Financial Risk Management (Continued)
3.1 Financial risk factors (Continued)
(c) Liquidity risk
The Group aims to maintain sufficient cash and cash equivalents position. Due to the frequent changes of the underlying
businesses the Group maintains flexibility in funding by maintaining adequate balances of such cash and cash equivalents.The table below analyzes the Group’s financial liabilities by relevant maturity groupings based on the remaining periods since
the end of the reporting period to the contractual maturity dates. The amounts disclosed in the table are the contractual
undiscounted cash flows or the carrying amount of the financial liabilities to be delivered.Less than Between Between Over Carrying
1 year 1 and 2 years 2 and 5 years 5 years Total amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At December 31 2025
Financial liabilities at fair value through
profit or loss 107268 – – – 107268 107268
Trade and other payables (excluding
salaries wages and benefits
payables tax payables and other
non-financial liabilities) 40410467 53848 679 – 40464994 40464994
Borrowings 16834723 3052634 11819603 4672879 36379839 33808398
Lease liabilities 6389453 4468986 4500748 1365665 16724852 15417250
6374191175754681632103060385449367695389797910
At December 31 2024
Financial liabilities at fair value through
profit or loss 105464 – – – 105464 105464
Trade and other payables (excluding
salaries wages and benefits
payables tax payables and other
non-financial liabilities) 37349615 56513 – – 37406128 37406128
Borrowings 19445318 8930398 9647915 10496015 48519646 44684382
Lease liabilities 6102698 4374621 2913796 1595481 14986596 12595797
6300309513361532125617111209149610101783494791771
Annual Report 2025 S.F. Holding Co. Ltd. 167Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
3. Financial Risk Management (Continued)
3.2 Capital management
The primary objectives of the Group’s capital management are to safeguard the Group’s ability to continue as a going concern
and to maintain healthy capital ratios in order to support its business and maximize shareholders’ value.The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions and the
risk characteristics of the underlying assets. To maintain or adjust the capital structure the Group may adjust the dividend
payment to shareholders return capital to shareholders or issue new shares. The Group is not subject to any externally
imposed capital requirements. No changes were made in the objectives policies or processes for managing capital during
the year ended December 31 2025.The Group monitors capital on the basis of the asset-liability ratio and the asset-liability ratio as at December 31 2025 and
2024 were as follows:
As at December 31
20252024
RMB’000 RMB’000
Total assets 216469037 213824213
Total liabilities 106144286 111488992
Asset-liability ratio 49.03% 52.14%
3.3 Fair value estimation
The table below analyzes the Group’s financial instruments carried at fair value as at December 31 2025 and 2024 by level
of the inputs to valuation techniques used to measure fair value. Such inputs are categorized into three levels within a fair
value hierarchy as follows:
* Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);
* Inputs other than quoted prices included within level 1 that are observable for the asset or liability either directly (that
is as prices) or indirectly (that is derived from prices) (level 2); and
* Inputs for the asset or liability that are not based on observable market data (that is unobservable inputs) (level 3).
168 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
3. Financial Risk Management (Continued)
3.3 Fair value estimation (Continued)
As at December 31 2025 and 2024 the financial assets measured at fair value on a recurring basis by the above three levels
were analyzed below:
Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
As at December 31 2025
Non-current:
Financial assets at FVPL
– Industry fund investments – – 289307 289307
– others – – 345206 345206
Financial assets at FVOCI
– Equity investment in entities at fair value 1587405 – 6709638 8297043
Current:
Financial assets at FVPL
– Structured deposits – – 16080264 16080264
– Fund investment and others 79 34709 83924 118712
Financial assets at FVOCI
– Notes held for sale – 244734 – 244734
As at December 31 2024
Non-current:
Financial assets at FVPL
– Industry fund investments – – 331815 331815
– others – – 145601 145601
Financial assets at FVOCI
– Equity investment in entities at fair value 1033218 – 7198776 8231994
Current:
Financial assets at FVPL
– Structured deposits – – 11015904 11015904
– Fund investment and others 78 2797 227377 230252
Financial assets at FVOCI
– Notes held for sale – 170913 – 170913
Annual Report 2025 S.F. Holding Co. Ltd. 169Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
3. Financial Risk Management (Continued)
3.3 Fair value estimation (Continued)
The fair value of financial instruments traded in an active market is determined at the quoted market price; and the fair value
of those not traded in an active market is determined by the Group using valuation technique. The valuation models used
mainly comprise discounted cash flow model and market comparable company model. The major inputs of the valuation
models include expected rate of return and discount of lack of market liquidity.The changes in Level 3 assets are analyzed below:
Financial assets
Financial assets at FVPL at FVOCI
Current Non-Current
Fund Non-Current
Structured investment Fund Equity
deposits and others investment Others investments
Opening balance 11015904 227377 331815 145601 7198776
Additions 99639000 – 7076 187765 13208
Reclassification – (30000) – 30000 140
Disposals/settlements (95005496) (126178) (77514) (25417) –
Changes in fair value recognized in profit 430856 15948 34914 9163 –
Changes in fair value recognized in other
comprehensive income – – – – (202907)
Currency translation differences – (3223) (6984) (1906) (299579)
Closing balance 16080264 83924 289307 345206 6709638
The Group has assessed that the fair values of cash and cash equivalents restricted bank deposits trade receivables trade
and note payables financial assets included in prepayments and other receivables financial liabilities included in other payables
and accruals short-term bank borrowings and short-term debentures approximate to their carrying amounts largely due to
the short-term maturities of these instruments. For the year ended December 31 2025 there were no significant transfers
among Level 1 2 and 3 of fair value measurements.
170 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
3. Financial Risk Management (Continued)
3.3 Fair value estimation (Continued)
The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value
measurements and the sensitivity analysis of fair value to the inputs:
Fair value Range of inputs
As at December 31 Significant (probability-
Valuation unobservable weighted
Description 2025 2024 technique(s) input(s) average) Sensitivity of fair value to the input(s)
RMB’000 RMB’000
Current:
Financial assets at FVPL
– Structured deposits 16080264 11015904 Discounted Expected rate 1.40%-2.67% 10% increase/decrease in expected
cash flow of return rate of return would result in
increase/decrease in fair value
by 0.02%
– Fund investment and others 83924 227377 Adjusted net Adjusted net N/A 10% increase/decrease in adjusted
assets value assets value net assets value would result in
increase/decrease in fair value
by 10%
Non-current:
Financial assets at FVPL
– Industry fund investments 289307 331815 Adjusted net Adjusted net N/A 10% increase/decrease in adjusted
assets value assets value net assets value would result in
increase/decrease in fair value
by 10%
– Others 345206 145601 Market Approach Expected 62.06% The higher the expected volatility
volatility the lower the fair value.Financial assets at FVOCI
– Equity investment in entities 6709638 7198776 Market Approach Discount for lack 10%-15% 10% increase/decrease in discount
at fair value of marketability for lack of marketability would
result in decrease/increase in fair
value by 0.92%-1.76%
2350833918919473
Annual Report 2025 S.F. Holding Co. Ltd. 171Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
4. Critical Accounting Estimates and Judgements
The Group makes estimates and judgements that affect the reported amounts of revenues expenses assets and liabilities
and the disclosure of contingent liabilities in these financial statements. Estimates and judgements are continually assessed
based on historical experience and other factors including expectations of future events that are believed to be reasonable
under the circumstances.In the process of applying the Group’s accounting policies management has made the following judgements and accounting
estimation which have the significant effect on the amounts recognized in the financial statements.
4.1 Critical accounting estimate and its key assumption
(a) Measurement of the expected credit losses
For financial assets and contract assets at amortized cost the Group calculates expected credit losses based on exposure
at default and expected credit loss rates.The Group refers to internal historical information such as credit losses and considers the impact of historical credit loss
experience according to current situation and forward-looking information to determine expected credit loss rates. And
management takes the customer’s credit status credit history operating status as well as collaterals the guarantee ability
of the guarantor and other information into consideration.The Group monitors and reviews relevant assumptions about expected credit losses regularly. Where there is a difference
between the actual bad debts and the original estimate such difference will affect the Group’s provision for bad debts of
the above assets in the future period.(b) Estimated impairment of long-term assets (other than goodwill)
The Group tests whether property plant and equipment right-of-use assets investment properties intangible assets (other
than goodwill) and other non-current assets have been impaired in accordance with the accounting policy stated in Note 2.1(g)
to the consolidated financial statements. The recoverable amount of the cash-generating unit has been determined based on
the higher of its value in use and its fair value less costs of disposal. The cash flow projections used to determine the value
in use of a cash-generating unit is based on significant assumptions such as growth rate and discount rate applied to the
projected cash flows. These assumptions may be affected by unexpected changes in future market or economic conditions.(c) Impairment of goodwill
The Group determines whether goodwill is impaired at least on an annual basis. The recoverable amount of goodwill is
determined at higher of fair value less costs of disposal and value in use amount. The calculations of value in use amount
require use of estimates.The Group has engaged independent external valuers to assist them in performing annual goodwill impairment assessment
on KLN CGUs and Fenghao Supply Chain CGUs. Based on the valuation report issued by the independent external valuers
the Group uses the present value of expected future cash flows to determine the value in use for both CGUs. Due to the
uncertainty in the development of the economic environment revenue growth rate over the forecast period terminal revenue
growth rate margin of earnings before interests and tax and pre-tax discount rate used in the calculation of the present value
of the future cash flows are also subject to uncertainty.
172 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
4. Critical Accounting Estimates and Judgements (Continued)
4.1 Critical accounting estimate and its key assumption (Continued)
(d) Fair value of financial instruments determined using valuation techniques
Fair value in the absence of an active market is estimated by using valuation techniques applying currently applicable and
sufficiently available data and the valuation techniques supported by other information mainly include market approach and
income approach reference to the recent arm’s length transactions current market value of another instrument which is
substantially the same and by using the discounted cash flow analysis and option pricing models.When using valuation techniques to determine the fair value of financial instruments the Group would choose the input value in
consistent with market participants considering the transactions of related assets and liabilities. All related observable market
parameters are considered in priority including interest rate foreign exchange rate commodity prices and share prices or
index. When related observable parameters are unavailable or inaccessible the Group uses unobservable parameters and
makes estimates for credit risk market volatility and liquidity adjustments.Using different valuation techniques and parameter assumptions may lead to significant difference of fair value estimation.(e) Uncertain tax position and recognition of current and deferred income tax assets
The Group is subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the worldwide
provision for income taxes. Where the final tax outcome of these matters is different from the amounts that were initially
recorded such differences will impact current income tax and deferred income tax in the period in which such determination
is made.Deferred tax assets are recognized for unused tax losses and deductible temporary difference to the extent that it is probable
that taxable profit will be available against which the losses and deductible temporary difference and the carry forward of
unused tax credits and unused tax losses can be utilized. Significant management judgement is required to determine the
amount of deferred tax assets that can be recognized based upon the likely timing and level of future taxable profits together
with future tax planning strategies. To determine the future taxable profits reference was made to the latest available profit
forecast. The key assumptions adopted in the future taxable profit forecast include revenue growth rates and gross margin
rates.
4.2 Critical accounting judgements
(a) Judgements on whether the Group can exercise significant influence on invested entity
The Group adopts equity method to those entities that the Group has significant influence over. In assessing if the Group
has such a kind of influence management would normally consider one or more of the following facts and circumstances: (i)
share rights of the investee entity; (ii) representation on the board of directors or equivalent governing body of the investee;;
(iii) participation in policy-making processes including participation in decisions about dividends or other distributions; (iv)
material transactions between the entity and its investee; (v) interchange of managerial personnel; or (vi) provision of essential
technical information.(b) Scope of consolidation
Consolidation is required only if control exists. The Group controls an investee when it has all the following: (i) power over the
investee including the assessment of other share party’s dispersion of holding; (ii) exposure or rights to variable returns from
its involvement with the investee; and (iii) the ability to use its power over the investee to affect the amount of the Group’s
returns. These three factors cannot be considered in isolation by the Group in its assessment of control over an investee.Where the factors of control are not apparent significant judgement is applied in the assessment which is based on an overall
analysis of all of the relevant facts and circumstances.The Group is required to reassess whether it controls the investee if facts and circumstances indicate a change to one or
more of the three factors of control.Annual Report 2025 S.F. Holding Co. Ltd. 173Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
5. Revenue and Segment Information
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-
maker (“CODM”). The CODM who is responsible for allocating resources and assessing performance of the operating
segments has been identified as the executive management team that makes strategic decisions.(a) CODM reviews the Group’s internal reporting in order to assess performance and allocate
resources:
The CODM identifies operating segments based on the internal organization structure management requirements and internal
reporting system and discloses segment information of reportable segments which is determined on the basis of operating
segments. An operating segment is a component of the Group that satisfies all of the following conditions: (1) the component
is able to earn revenues and incur expenses from its ordinary activities; (2) whose operating results are regularly reviewed by
the Group’s management to make decisions about resources to be allocated to the segment and to assess its performance
and (3) for which the information on financial position operating results and cash flows is available to the Group. If two or
more operating segments have similar economic characteristics and satisfy certain conditions they are aggregated into one
single operating segment.The segment businesses are separately presented as the express and freight delivery segment the intra-city on-demand
delivery segment and supply chain and international segment. The types of services from which reportable segments derive
revenue are listed below:
* Express and freight delivery segment which provides time-define express economy express cold chain and
pharmaceuticals logistics service as well as freight service;
* Intra-city on-demand delivery segment which provides intra-city delivery for merchants and consumers and last-mile
delivery services;
* Supply chain and international segment which provides supply chain services international express service and
international freight forwarding service.Except for the above business segments the other segments did not have a material impact on the Group’s operating
outcome and as such are not separately presented. Management monitors the operating results of the Group’s business
units separately for the purpose of making decisions regarding resource allocation and performance assessment.Segment performance is assessed based on key performance indicators. Transfer prices between operating segments are
based on the amount stated in the contracts agreed by both sides.To improve the system of segment performance evaluation the Group conducted adjustments on the internal management
structure of the Supply Chain and International Segment during the year ended December 31 2025 with a reallocation of
the Group’s certain subsidiaries which engaged in providing the Supply Chain and International Segment offshore financing
services to the Unallocated units.The Group’s segment information is summarized and disclosed based on the revised segment reporting scope. The impacts
on the disclosure of segment information are summarized as follows:
As at December 31 2025 the total liabilities of the Supply Chain and International Segment decreased by RMB16359736000
(December 31 2024: RMB16738736000). The total liabilities of the Unallocated units increased by RMB16359736000
(December 31 2024: RMB16738736000). For the year ended December 31 2025 the total profit and net profit of the
Supply Chain and International Segment increased by RMB562509000 (2024: RMB562714000). Meanwhile the total profit
and net profit of the Unallocated units decreased by RMB562509000 (2024: RMB562714000).For the year ended December 31 2025 and 2024 no revenue from a single customer exceeded 10% or more of the total
revenue.
174 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
5. Revenue and Segment Information (Continued)
(a) CODM reviews the Group’s internal reporting in order to assess performance and allocate
resources: (Continued)
Segment information for the year ended December 31 2025 is as follows:
Supply chain Intra-city
Express and and on-demand
freight delivery international delivery Unallocated Inter-segment
segment segment segment units elimination Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Revenue from external customers 217553282 76345732 12869890 1457743 – 308226647
Inter-segment revenue 8866826 2533752 10028747 6763577 (28192902) –
Cost of revenue 192837786 72376319 21480321 5582615 (24333988) 267943053
Profit/(loss) before income tax 12800403 866462 308080 979681 (36749) 14917877
Income tax expenses/(credits) 2199430 678822 30362 332396 (7944) 3233066
Net profit/(loss) 10600973 187640 277718 647285 (28805) 11684811
Total assets 107531113 66414373 5349680 138181675 (101007804) 216469037
Total liabilities 72595586 43731175 2189229 67072826 (79444530) 106144286
Depreciation of right-of-use assets
(Note 8) 5490674 1594318 13556 282262 (646621) 6734189
Depreciation and amortization
(excluding right-of-use assets)
(Note 8) 7225491 1538385 53453 840051 (19054) 9638326
Net reversal of impairment losses/
(impairment losses) on financial
assets and contract assets 20508 32015 (641) (1389) (1282) 49211
Annual Report 2025 S.F. Holding Co. Ltd. 175Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
5. Revenue and Segment Information (Continued)
(a) CODM reviews the Group’s internal reporting in order to assess performance and allocate
resources: (Continued)
Segment information for the year ended December 31 2024 is as follows:
Supply Intra-city on-
Express and chain and demand
freight delivery international delivery Unallocated Inter-segment
segment segment segment units elimination Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Revenue from external customers 200162392 74000342 9010521 1246804 – 284420059
Inter-segment revenue 7005842 1330524 6735562 4935844 (20007772) –
Cost of revenue 174198376 69415600 14681847 4913824 (17685535) 245524112
Profit/(loss) before income tax 13157825 14803 144963 261413 28257 13607261
Income tax expenses/(credits) 2176559 776502 12503 428207 (5355) 3388416
Net profit/(loss) 10981266 (761699) 132460 (166794) 33612 10218845
Total assets 101068424 66091896 4519821 140107005 (97962933) 213824213
Total liabilities 70070634 42061436 1709205 78587251 (80939534) 111488992
Depreciation of right-of-use assets
(Note 8) 5700363 13804 1698857 270764 (885005) 6798783
Depreciation and amortization
(excluding right-of-use assets)
(Note 8) 7789173 48177 1801114 904420 (9410) 10533474
Net reversal of impairment losses/
(impairment losses) on financial
assets and contract assets 119609 3118 156095 40225 (47354) 271693
176 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
5. Revenue and Segment Information (Continued)
(b) The Group’s business operates in three main geographical areas even though they are
managed on a worldwide basis.The Group’s revenue by geographical areas is analyzed based on the following criteria:
Revenue from operations within the PRC excluding Hong Kong Macau and Taiwan is classified as within Chinese Mainland
operations. Revenue from operations within Hong Kong Macau and Taiwan regions is classified as Hong Kong Macau
Taiwan operations while revenue from operations in other overseas markets is classified as other international operations.Year ended December 31
20252024
RMB’000 RMB’000
Within Chinese Mainland 266818257 242796156
Hong Kong Macau Taiwan 9862009 9467291
Other international 31546381 32156612
308226647284420059
The non-current assets information below is based on the locations of the assets and exclude financial instruments and
deferred tax assets.As at December 31
20252024
RMB’000 RMB’000
Within Chinese Mainland 92677612 92143600
Hong Kong Macau Taiwan 5349982 5304613
Other international 15994174 16394244
114021768113842457
Annual Report 2025 S.F. Holding Co. Ltd. 177Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
5. Revenue and Segment Information (Continued)
(c) Disaggregation of revenue
In the following table revenue of the Group from contracts with customers is disaggregated by timing of satisfaction of
performance obligations. The table also includes a reconciliation to the segment information in respect of revenue of the
Group that is disclosed in the operating segment Note 5(a).Year ended December 31 2025
Logistics and
freight
forwarding
services Sales of goods Others Total
RMB’000 RMB’000 RMB’000 RMB’000
Revenue from main operations
Including: At a point in time – 4735058 507389 5242447
Over time 301499641 – 625344 302124985
Lease income – – 367638 367638
30149964147350581500371307735070
Revenue from other operations
Including: At a point in time – – 134065 134065
Over time – – 85732 85732
Lease income – – 271780 271780
––491577491577
30149964147350581991948308226647
178 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
5. Revenue and Segment Information (Continued)
(c) Disaggregation of revenue (Continued)
Year ended December 31 2024
Logistics and
freight
forwarding
services Sales of goods Others Total
RMB’000 RMB’000 RMB’000 RMB’000
Revenue from main operations
Including: At a point in time – 6042752 456009 6498761
Over time 276275771 – 881045 277156816
Lease income – – 365962 365962
27627577160427521703016284021539
Revenue from other operations
Including: At a point in time – – 79524 79524
Over time – – 131414 131414
Lease income – – 187582 187582
––398520398520
27627577160427522101536284420059
Annual Report 2025 S.F. Holding Co. Ltd. 179Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
6. Other Income
Year ended December 31
20252024
RMB’000 RMB’000
Government grants (Note (a)) 612426 679226
Dividend income 2682 1005
Others 385375 309509
1000483989740
Note:
(a) The government grants were mainly incentives provided by local government authorities in the PRC including various
forms of government financial incentives and tax preferences to recognize the Group’s support and contribution to
the development of local economies. As at December 31 2025 and 2024 there were no unfulfilled conditions or
contingencies relating to these government grants.
7. Other Gains Net
Year ended December 31
20252024
RMB’000 RMB’000
Gains on disposal of investments in associates and joint ventures 108095 89622
Gains on disposal of investments in subsidiaries (Note 36(b)) 793336 80615
Fair value changes in financial assets at FVPL 630856 509717
Losses on disposal of property plant and equipment right-of-use assets
and other non-current assets (83511) (60228)
Impairment of inventories property plant and equipment and other
non-current assets (83766) (141622)
Net exchange (losses)/gains (104127) 82290
Impairment of goodwill (Note 17(b)) (61725) –
Gains on repurchase of corporate bonds 66153 87779
Others (212483) (279300)
1052828368873
180 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
8. Expenses by Nature
Expenses included in cost of revenue selling and marketing expenses general and administrative expenses and research
and development expenses are analyzed as follows:
Year ended December 31
20252024
RMB’000 RMB’000
Labour outsourcing cost 114827445 97445480
Transportation expenses 56105770 54096591
Transportation outsourcing cost 42793827 39197467
Employee benefit expenses (Note 9) 34897950 33195660
Depreciation and amortization (excluding right-of-use assets) 9638326 10533474
Rent and venue usage expenses 8009681 7457712
Depreciation of right-of-use assets (Note 15) 6734189 6798783
Auditor’s remuneration 57880 62517
Others 20652891 21098612
293717959269886296
(a) Government grants amounting to approximately RMB994791000 and RMB995635000 had been recognized as deduction to the cost of
revenue for the year ended December 31 2025 and 2024 respectively.
9. Employee Benefit Expenses
(a) Employee benefit expenses are analyzed as follows:
Year ended December 31
20252024
RMB’000 RMB’000
Salaries wages and bonuses 29478889 27655159
Share-based compensation expenses (Note 33) 181169 80494
Contributions to pension plans 1643351 1461557
Other employee benefits 3594541 3998450
3489795033195660
Annual Report 2025 S.F. Holding Co. Ltd. 181Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
9. Employee Benefit Expenses (Continued)
(b) Directors’ and supervisors’ remuneration
Employer’s
contribution
to a
Salaries wages Share-based retirement
bonuses and compensation benefit Other
Fees benefits in kind expense scheme benefits Total
RMB’000 RMB’000 RMB’000 RMB’000
Year ended December 31 2025
Executive Directors
Mr. Wang Wei – 1824 – 56 55 1935
Mr. Ho Chit (i) – 5276 1134 53 112 6575
Ms. Wang Xin (ii) 347 3042 (213) 53 112 3341
Mr. Xu Ben Song – 2580 571 61 147 3359
Independent non-executive Directors
Mr. CHAN Charles Sheung Wai 680 – – – – 680
Mr. Lee Carmelo Ka Sze 680 – – – – 680
Dr. Ding Yi 680 – – – – 680
Supervisors
Ms. Wang Jia (iii) – 1382 11 56 78 1527
Ms. Li Juhua (iii) – 1625 84 71 155 1935
Mr. Zhang Shun (iii) – 731 16 56 78 881
Mr. Liu Jilu (iii) – – – – – –
Total 2387 16460 1603 406 737 21593
Notes:
(i) Mr. Ho Chit was redesignated from a non-executive director to an executive director and chief strategy officer of KLN
being effective from September 1 2024 and received the director’s fee and salary of approximately RMB4.82 million
in aggregate which is not included in the table above.(ii) Ms. Wang Xin retired as a director of the Company on December 30 2025.(iii) Pursuant to a resolution of the board the Supervisory Committee of the Group was dismissed with effect from
December 30 2025. All authorities and responsibilities thereof under the Company Law and the Articles of Association
have been transferred to the Audit Committee.
182 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
9. Employee Benefit Expenses (Continued)
(b) Directors’ and supervisors’ remuneration (Continued)
Salaries wages
bonuses and
benefits in
kind (including Share-based
contributions to compensation
Fees pension plans) expense Total
RMB’000 RMB’000 RMB’000 RMB’000
Year ended December 31 2024
Executive Directors
Mr. Wang Wei – 1309 – 1309
Mr. Ho Chit 305 7543 1735 9583
Ms. Wang Xin 133 3464 749 4346
Mr. Zhang Dong – 1685 1153 2838
Mr. Xu Ben Song – 403 124 527
Independent non-executive Directors
Mr. CHAN Charles Sheung Wai – 680 – 680
Mr. Lee Carmelo Ka Sze – 680 – 680
Dr. Ding Yi – 680 – 680
Supervisors
Mr. Shum Tze Leung – 315 – 315
Ms. Wang Jia – 1450 – 1450
Ms. Li Juhua – 1842 – 1842
Mr. Zhang Shun – 940 – 940
Mr. Liu Jilu – – – –
Total 438 20991 3761 25190
Annual Report 2025 S.F. Holding Co. Ltd. 183Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
9. Employee Benefit Expenses (Continued)
(c) Five highest paid individuals
The five individuals whose emoluments were the highest in the Group for the years ended December 31 2025 and 2024 include
1 and 1 director respectively whose emoluments are reflected in the analysis shown in Note 9(b) respectively. The emoluments
paid to the remaining 4 and 4 individuals during the years ended December 31 2025 and 2024 respectively are as follows:
Year ended December 31
20252024
RMB’000 RMB’000
Salaries housing allowances other allowances and benefits in kind 20697 14936
Contribution to pension scheme 142 84
Share-based compensation expenses 1575 2972
2241417992
The emoluments of the above individuals fell within the following bands:
Year ended December 31
20252024
Number of Number of
individuals individuals
HK$3500001 to HK$4000000 – –
HK$4000001 to HK$4500000 – –
HK$4500001 to HK$5000000 – 2
HK$5000001 to HK$5500000 2 –
HK$5500001 to HK$6000000 1 –
HK$6000001 to HK$6500000 1 –
HK$6500001 to HK$7000000 – 2
HK$7000001 to HK$7500000 – –
HK$7500001 to HK$8000000 – –
HK$8000001 to HK$8500000 – –
184 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
10. Finance Income and Costs
Year ended December 31
20252024
RMB’000 RMB’000
Finance income:
Interest income on deposits in financial institutions 262851 617713
Finance costs:
Interest expenses on borrowings 1269483 1912201
Interest expenses on lease liabilities (Note 15(b)) 500012 503871
Less: Interest capitalized (17131) (42753)
17523642373319
Finance costs net 1489513 1755606
The average capitalization rates for the year ended December 31 2025 and 2024 used to determine the amount of borrowing
costs eligible for capitalization were 3.24% and 2.83% respectively.
11. Income Tax Expense
The following table sets forth the component of income tax expense of the Group for the years ended December 31 2025
and 2024 respectively:
Year ended December 31
20252024
RMB’000 RMB’000
Current income tax 3190618 3640127
Deferred income tax (Note 18) 42448 (251711)
32330663388416
Annual Report 2025 S.F. Holding Co. Ltd. 185Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
11. Income Tax Expense (Continued)
Reconciliation between income tax expenses and profit before income tax at applicable tax rates for the years ended December
31 2025 and 2024:
Year ended December 31
20252024
RMB’000 RMB’000
Profit before income tax 14917877 13607261
Tax at the statutory tax rate of 25% (Note (a)) 3729469 3401815
Effect of different tax rates available to different jurisdictions (Note (b)) (234006) (217848)
Tax effect of non-taxable income (142783) (135435)
Adjustments of prior years (55886) (8410)
Tax effect of non-deductible expenses 242996 528443
Tax effect of preferential tax rate (Note (a)) (408178) (408664)
Tax losses and temporary differences not recognized 654846 790710
Reversal of previously recognized tax losses and temporary differences 306277 260565
Utilization of previously unrecognized tax losses and temporary differences (607468) (385547)
Recognition of tax losses and temporary differences not recognized in prior years (252201) (437213)
32330663388416
(a) PRC corporate income tax (“PRC CIT”)
The income tax rate applicable to the principal subsidiaries in Chinese Mainland is 25% except for certain subsidiaries which
enjoy a preferential income tax rate.For qualified small and micro-sized enterprises the annual taxable income up to RMB3000000 (inclusive) is subject to an
effective CIT rate of 5% from January 1 2023 to December 31 2027.Besides certain Group’s subsidiaries benefit from a preferential tax rate of 15% under the CIT Law if they are qualified as
high and new technology enterprises under relevant regulations or located in applicable PRC regions such as certain western
regions and special economic zone as specified in the relevant catalogue of encouraged industries subject to certain general
restrictions described in the CIT Law and the related regulations.(b) Corporate income tax in Hong Kong and other jurisdictions
(i) Hong Kong profits tax
Hong Kong profits tax has been provided for at the rate of 8.25% on assessable profits up to HKD2000000 and 16.5% on
any assessable profits over HKD2000000 for the years ended December 31 2025 and 2024.(ii) Corporate income tax in other jurisdictions
Income tax on profit arising from other jurisdictions including Macau Singapore Japan South Korea the United States and
Thailand has been calculated on the estimated assessable profit for the year at the respective rates prevailing in the relevant
jurisdictions ranging from 12% to 24% for the years ended December 31 2025 and 2024.
186 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
11. Income Tax Expense (Continued)
(c) OECD Pillar Two model rules
The Group is within the scope of the Organization for Economic Co-operation and Development (“OECD”) Pillar Two model
rules. Pillar Two legislation became effective in certain jurisdictions from January 1 2024 and has been progressively
implemented in Hong Kong and other regions in 2025. Under the legislation the Group is obligated to pay a top-up tax for the
difference if the Global Anti-Base Erosion (“GloBE”) effective tax rate in any jurisdictions that are below the 15% minimum rate.For the year ended December 31 2025 the management’s assessment indicates that the quantitative impact of this Pillar
Two top-up tax is not material to the Group’s financial statements.
12. Dividends
Dividends declared and paid to the equity shareholders of the Company for the years ended December 31 2025 and 2024
are as follows:
Year ended December 31
20252024
RMB’000 RMB’000
Interim dividend paid of RMB46 cents per ordinary share
(December 31 2024: RMB40 cents) (note (a)) 2317799 1918166
Special dividend paid of RMB100 cents per ordinary share – 4795416
23177996713582
Final dividend paid of RMB44 cents (December 31 2024: RMB60 cents)
per ordinary share (note (b)) 2186424 2889210
45042239602792
(a) Interim dividend
An interim cash dividend for the six months ended June 30 2025 of RMB46 cents per ordinary share (tax inclusive) were
approved by the shareholders at the first extraordinary general meeting on August 28 2025.(b) Final dividend in respect of the previous year declared or paid during the year
On June 13 2025 the Company convened its annual shareholders’ meeting to implement the profit distribution plan for the
year ended December 31 2024. The Company declared a cash dividend of RMB44 cents per share (tax included).(c) Proposed final dividend for the year ended December 31 2025
The Board resolved to propose to the Shareholders in the forthcoming annual general meeting for the distribution of a final
dividend of RMB43 cents per share for the year ended December 31 2025. The proposal for the distribution of the final
dividend above is subject to the consideration and approval of the Shareholders at the forthcoming annual general meeting.These financial statements do not reflect this dividend payable.Annual Report 2025 S.F. Holding Co. Ltd. 187Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
13. Earnings Per Share
(a) Basic
Basic earnings per share (“EPS”) is calculated by dividing the profit attributable to owners of the Company by the weighted
average number of ordinary shares in issue during the year.Year ended December 31
20252024
Profit attributable to owners of the Company (RMB’000) 11117216 10170427
Weighted average number of shares in issue (in thousands) 4992630 4828432
Basic EPS (RMB per share) 2.23 2.11
(b) Diluted
The share options granted by the Company and the issuance of convertible bonds have potential dilutive effect on the EPS.Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding by the assumption of
the conversion of all potential dilutive ordinary shares arising from share options and convertible bonds. For the year ended
December 31 2024 the share options granted by the Company had anti-dilutive effect on the EPS.Year ended December 31
20252024
Profit attributable to owners of the Company (RMB’000) 11117216 10170427
Adjustment for interest expense on convertible bonds (RMB’000) 43134 –
Profit attributable to owners of the Company for the
calculation of Diluted EPS (RMB’000) 11160350 10170427
Weighted average number of shares in issue (in thousands) 4992630 4828432
Adjustment for convertible bonds (in thousands) 29014 –
Adjustment for share options (in thousands) 1305 –
Weighted average number of shares for the calculation of Diluted EPS
(in thousands) 5022949 4828432
Diluted EPS (RMB per share) 2.22 2.11
188 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
14. Property Plant and Equipment
Aircraft aircraft
engines
rotables Computers Office and
Freehold land and high-value Machinery and Transportation and electronic other Leasehold Construction
and buildings maintenance equipment vehicles equipment equipment improvements in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Cost
As at January 1 2025 31482160 17584109 16359012 7057016 5235100 10373993 8226138 2985702 99303230
Additions 293522 656789 344663 1220781 622297 322928 264773 5329510 9055263
Disposals (47040) (215819) (435054) (953234) (370083) (476945) (112408) (10368) (2620951)
Disposal of subsidiaries (1847175) – (24174) (7634) (3953) (3372) (28818) – (1915126)
Transfer/reclassification 669807 1317622 1373234 – 78107 42514 797620 (5396225) (1117321)
Currency translation differences (96946) (942) 98447 15206 3521 (7626) 47389 – 59049
As at December 31 2025 30454328 19341759 17716128 7332135 5564989 10251492 9194694 2908619 102764144
Accumulated depreciation
As at January 1 2025 3665775 7964929 5879587 4913234 4089146 7426406 6095509 – 40034586
Charge for the year (Note (b)) 822139 1685777 1835201 891635 529649 1224761 988575 – 7977737
Disposals (547) (182978) (234224) (816634) (336542) (400295) (95251) – (2066471)
Disposal of subsidiaries (182927) – (14653) (5404) (3224) (2320) (16049) – (224577)
Transfer/reclassification (137400) – – – – – – – (137400)
Currency translation differences (3291) – 5005 9647 (2587) (8707) 4666 – 4733
As at December 31 2025 4163749 9467728 7470916 4992478 4276442 8239845 6977450 – 45588608
Accumulated impairment
As at January 1 2025 – – 44572 40516 7915 1209 127 – 94339
Charge for the year 34580 – 48167 – – 754 – – 83501
Disposals – – (7100) (8809) (1582) (1388) – – (18879)
Transfer/reclassification (34580) – – – – – – – (34580)
Currency translation differences – – 1286 1709 704 122 – – 3821
As at December 31 2025 – – 86925 33416 7037 697 127 – 128202
Net book value
As at December 31 2025 (Note (a)) 26290579 9874031 10158287 2306241 1281510 2010950 2217117 2908619 57047334
Annual Report 2025 S.F. Holding Co. Ltd. 189Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
14. Property Plant and Equipment (Continued)
Aircraft aircraft
engines rotables Computers
Freehold land and high-value Machinery and Transportation and electronic Office and Leasehold Construction
and buildings maintenance equipment vehicles equipment other equipment improvements in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Cost
As at January 1 2024 29185339 15497033 14999446 7434951 5126023 10839453 7335820 4050208 94468273
Additions 977191 352831 348685 704644 346954 214167 196240 5989057 9129769
Business combinations – – 6 3938 4068 2109 – – 10121
Disposals (4778) (144515) (394096) (1119751) (342241) (728592) (159304) (30454) (2923731)
Disposal of subsidiaries (309843) – – – – – (42518) (18209) (370570)
Transfer/reclassification 1497561 1878760 1347203 128 100411 40340 939456 (7004900) (1201041)
Currency translation differences 136690 – 57768 33106 (115) 6516 (43556) – 190409
As at December 31 2024 31482160 17584109 16359012 7057016 5235100 10373993 8226138 2985702 99303230
Accumulated depreciation
As at January 1 2024 2918323 6643870 4363601 4806341 3779913 6638702 5194142 – 34344892
Charge for the year (Note (b)) 858634 1438240 1670007 1117240 621275 1314585 1066798 – 8086779
Business combinations – – 6 2633 3008 1499 – – 7146
Disposals (105) (117181) (185311) (1030581) (312993) (521867) (126129) – (2294167)
Disposal of subsidiaries (8731) – – – – – (20767) – (29498)
Transfer/reclassification (114207) – – – – – 153 – (114054)
Currency translation differences 11861 – 31284 17601 (2057) (6513) (18688) – 33488
As at December 31 2024 3665775 7964929 5879587 4913234 4089146 7426406 6095509 – 40034586
Accumulated impairment
As at January 1 2024 – – 1633 – – 8 – 17324 18965
Charge for the year – – 43195 40393 8245 1276 127 885 94121
Disposals – – – – – – – (18209) (18209)
Currency translation differences – – (256) 123 (330) (75) – – (538)
As at December 31 2024 – – 44572 40516 7915 1209 127 – 94339
Net book value
As at December 31 2024 (Note (a)) 27816385 9619180 10434853 2103266 1138039 2946378 2130502 2985702 59174305
Notes:
(a) Certain property plant and equipment with a net carrying amount of approximately RMB485937000 as at December
31 2025 (2024: RMB490886000) were pledged as securities for bank loans and bank overdrafts granted to the
Group (Note 26).(b) Depreciation amounting to approximately RMB7941782000 had been recognized in consolidated statement of profit
or loss for the year ended December 31 2025 (2024: RMB8083172000).
190 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
15. Lease
This note provides information for leases where the Group is a lessee.(a) Amounts recognized in the consolidated statement of financial position
As at December 31
20252024
RMB’000 RMB’000
Right-of-use assets
Buildings 15371723 12730196
Leasehold land and land use rights 6521358 6783528
Motor vehicles 59294 81877
Equipment and others 25330 30028
2197770519625629
Lease liabilities
Current 5828895 5501314
Non-current 9588355 7094483
1541725012595797
Additions to the right-of-use assets for the year ended December 31 2025 were approximately RMB10254420000 (2024:
RMB6984602000).Leasehold land and land use rights with a net carrying amount of approximately RMB95927000 as at December 31 2025
(2024: RMB203922000) were pledged as securities for bank loans and bank overdrafts granted to the Group (Note 26).
Annual Report 2025 S.F. Holding Co. Ltd. 191Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
15. Lease (Continued)
(b) Amounts recognized in the consolidated statement of profit or loss
The consolidated statement of profit or loss show the following amounts relating to leases:
Year ended December 31
20252024
RMB’000 RMB’000
Depreciation charge of right-of-use assets
Buildings 6482931 6442034
Leasehold land and land use rights 202063 200618
Motor vehicles 36321 136327
Equipment and others 12874 19804
67341896798783
Interest expenses (Note 10) 500012 503871
Expense relating to short-term leases and low-value assets
(included in costs and expenses) 4316595 4041341
Total cash outflow for leases (included in operating and
financing cash outflow) 12129079 11722206
The Group has various lease contracts that have not yet commenced as at December 31 2025 and 2024. The future lease
payments for these non-cancellable lease contracts are as below:
As at December 31
20252024
RMB’000 RMB’000
Within 1 year (including 1 year) 1128349 893228
Between 1 and 2 years (including 2 years) 400916 529230
Between 2 and 3 years (including 3 years) 367397 489211
Over 3 years 339518 2733760
22361804645429
192 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
16. Investment Properties
As at December 31
20252024
RMB’000 RMB’000
Cost
At the beginning of the year 7853577 6742097
Additions – 25067
Disposals (11307) –
Disposal of subsidiaries (254536) (202598)
Transfer/reclassification 666173 1326722
Exchange differences (22388) (37711)
At the end of the year 8231519 7853577
Accumulated depreciation
At the beginning of the year 612378 323377
Charge for the year 153710 164614
Disposals (367) –
Disposal of subsidiaries (19466) (10802)
Transfer/reclassification 121622 128572
Exchange differences 8411 6617
At the end of the year 876288 612378
Net book value
At the end of the year (Note (b)) 7355231 7241199
Notes:
(a) Certain investment properties with a net carrying amount of approximately RMB112094000 as at December 31 2025
(2024: RMB111847000) were pledged as securities for bank loans and bank overdrafts granted to the Group (Note
26).
(b) Valuation processes of the Group
Fair values of investment properties are generally derived using the income approach and wherever appropriate by
direct comparison approach. Income approach is based on the capitalization of the net income and reversionary
income potential by adopting appropriate capitalization rates which are derived from analysis of sale transactions
and valuer’s interpretation of prevailing investor requirements or expectations. The prevailing market rents adopted in
the valuation have reference to recent lettings within the subject properties and other comparable properties. Direct
comparison approach is based on comparing the property to be valued directly with other comparable properties
which have recently transacted.Annual Report 2025 S.F. Holding Co. Ltd. 193Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
16. Investment Properties (Continued)
(b) Valuation processes of the Group (Continued)
The fair values of the investment properties are set out as follows:
As at December 31
20252024
RMB’000 RMB’000
Investment properties at fair value 8367800 8639880
(c) Leasing arrangements
The Group leases various offices and warehouses to lessees under non-cancellable operating lease agreements with monthly
rental payments. The lease terms are mainly between 1 year and 5 years and the majority of lease agreements are renewable
at the end of the lease period at market rates. Minimum lease payments receivable on leases of investment properties are
as follows:
As at December 31
20252024
RMB’000 RMB’000
Land and buildings:
Within 1 year (including 1 year) 424677 418210
Between 1 and 2 years (including 2 years) 218889 314925
Between 2 and 3 years (including 3 years) 136443 223282
Between 3 and 4 years (including 4 years) 85833 148307
Between 4 and 5 years (including 5 years) 60825 113522
Over 5 years 150053 262618
10767201480864
194 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
17. Intangible Assets
Development Customer
expenditures Goodwill relationships Software Trademarks Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Cost
As at January 1 2025 82489 10006800 6162481 8591189 5152893 363723 30359575
Additions 789849 3131 – 61323 7 11223 865533
Disposals – – – (127054) (11) (1688) (128753)
Transfer/reclassification (710659) – – 710659 – – –
Currency translation differences – (400462) (226350) (5321) (220127) (4085) (856345)
As at December 31 2025 161679 9609469 5936131 9230796 4932762 369173 30240010
Accumulated amortization
As at January 1 2025 – – 1518028 7144358 1318229 239089 10219704
Charge for the year – – 341928 918273 225951 24963 1511115
Disposals – – – (81080) – (1105) (82185)
Currency translation differences – – (59693) (3965) (60886) (1564) (126108)
As at December 31 2025 – – 1800263 7977586 1483294 261383 11522526
Impairment
As at January 1 2025 – 2435 15403 85834 – 6 103678
Charge for the year 70 61725 – 3999 – – 65794
Disposals – – – (22883) – – (22883)
Currency translation differences – – (665) – – – (665)
As at December 31 2025 70 64160 14738 66950 – 6 145924
Net book value
As at December 31 2025 161609 9545309 4121130 1186260 3449468 107784 18571560
Annual Report 2025 S.F. Holding Co. Ltd. 195Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
17. Intangible Assets (Continued)
Development Customer
expenditures Goodwill relationships Software Trademarks Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Cost
As at January 1 2024 129845 9572871 5952090 8134147 4966033 358340 29113326
Additions 560106 135524 – 46143 – 1145 742918
Business combinations – – 38576 1464 – 4781 44821
Disposals (25733) – – (188126) (4627) (2564) (221050)
Disposal of subsidiaries – – – (38) – – (38)
Transfer/reclassification (581729) – – 581729 – – –
Currency translation differences – 298405 171815 15870 191487 2021 679598
As at December 31 2024 82489 10006800 6162481 8591189 5152893 363723 30359575
Accumulated amortization
As at January 1 2024 – – 1150340 5778057 842331 211727 7982455
Charge for the year – – 339566 1494804 417402 26876 2278648
Business combinations – – – 1076 – – 1076
Disposals – – – (143063) (627) (987) (144677)
Disposal of subsidiaries – – – (38) – – (38)
Currency translation differences – – 28122 13522 59123 1473 102240
As at December 31 2024 – – 1518028 7144358 1318229 239089 10219704
Impairment
As at January 1 2024 – 2435 – 97428 4 6 99873
Charge for the year – – 15403 12632 – – 28035
Disposals – – – (24226) (4) – (24230)
As at December 31 2024 – 2435 15403 85834 – 6 103678
Net book value
As at December 31 2024 82489 10004365 4629050 1360997 3834664 124628 20036193
196 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
17. Intangible Assets (Continued)
(a) Carrying amount of goodwill
The carrying amount of goodwill allocated to Cash-Generating Units or the groups of Cash-Generating Units (“CGUs”):
As at December 31
20252024
RMB’000 RMB’000
KLN CGUs 5895878 6138923
Fenghao Supply Chain CGUs 3047302 3184723
KEX CGUs – 64508
SXH CGUs 363743 380138
Others 238386 236073
954530910004365
As stated in Note 2.1(e) goodwill would be tested for impairment annually. If the carrying amount exceeds its estimated
recoverable amount which is the higher of value in use and fair value less costs of disposal the difference of which would
be recognized in profit and loss immediately.(b) Impairment tests
The following table sets out the key assumptions used for value in use calculations of KLN CGUs and Fenghao Supply Chain
CGUs:
Year ended December 31
20252024
Revenue growth rate over the forecast period 4.00% – 25.00% 2.00%~15.30%
Terminal revenue growth rate 2.00% 2.00%
Margin of earnings before interests and tax 0.01% – 5.40% 0.03%~5.75%
Pre-tax discount rate 9.50% – 13.10% 10.55%~13.40%
Various factors were taken into consideration when determine the appropriate terminal revenue growth rate used over the
forecast period including the long-term inflation rates of Chinese Mainland Hong Kong and the United States etc. This growth
rate does not exceed the long-term average growth rate for the market in which the relative business operates.Management determined budgeted margin of earnings before interests and tax and revenue growth rates based on historical
performance and its expectations of the market development.The pre-tax discount rates reflected the current market assessment of the time value of money and the risks specific to the
business.As to KEX CGUs SXH CGUs and others the management of the Group performed goodwill impairment tests as at December
31 2025. Based on the testing results an impairment loss of RMB61725000 was recognized for KEX CGUs for the year
ended December 31 2025.Annual Report 2025 S.F. Holding Co. Ltd. 197Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
17. Intangible Assets (Continued)
(c) Impact of possible changes in key assumptions
The recoverable amount of KLN CGUs is estimated to exceed its carrying amount at December 31 2025 by approximately
RMB1430 million (2024: RMB1012 million).The recoverable amount of Fenghao Supply Chain CGUs is estimated to exceed its carrying amount at December 31 2025
by approximately RMB418 million (2024: RMB443 million).The management has considered and assessed reasonably possible changes for key assumptions and has not identified any
instances that could cause the carrying amount of each CGUs to exceed its respective recoverable amount.The recoverable amount of each CGUs would equal to its carrying amount if each key assumption was to change as follows
with all other variables held constant:
As at December 31
KLN CGUs 2025 2024
Revenue growth rate over the forecast period 4.46%~24.46% 5.54%~8.54%
Terminal revenue growth rate 1.77% 1.66%
Margin of earnings before interests and tax 4.54%~4.60% 4.50%~5.44%
Pre-tax discount rate 13.58% 13.76%
As at December 31
Fenghao Supply Chain CGUs 2025 2024
Revenue growth rate over the forecast period 3.40%~10.20% 1.42%~14.82%
Terminal revenue growth rate 1.61% 1.43%
Margin of earnings before interests and tax -1.19%~4.23% -0.54%~5.18%
Pre-tax discount rate 10.37% 11.09%
198 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
18. Deferred Tax
Deferred tax assets and liabilities are offset if and only if: (i) there is a legally enforceable right to set off current tax assets
and liabilities and (ii) the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority.The net amounts of deferred tax assets and liabilities after offsetting are as follows:
As at December 31
20252024
RMB’000 RMB’000
Deferred tax assets 6087717 5251652
Offsetting (4016561) (2959658)
Net deferred tax assets 2071156 2291994
Deferred tax liabilities 8115611 7374143
Offsetting (4016561) (2959658)
Net deferred tax liabilities 4099050 4414485
Annual Report 2025 S.F. Holding Co. Ltd. 199Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
18. Deferred Tax (Continued)
(a) Deferred tax assets
The movements in deferred tax assets before offsetting for the years ended December 31 2025 and 2024 are as follows:
Loss
allowances
for financial Unrealised
Amortization assets and profits from
and Accrued Lease non-current internal
depreciation Tax losses expenses liabilities assets transactions Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at January 1 2025 1041832 864406 302495 2640633 244416 84223 73647 5251652
Acquisition and disposal of
subsidiaries net – – – – (637) – – (637)
Credited/(charged) to consolidated
statement of profit or loss 25257 (130066) (19160) 968014 (28816) 15637 31708 862574
Currency translation differences (10273) (5051) (7670) (15108) (1260) – 13490 (25872)
As at December 31 2025 1056816 729289 275665 3593539 213703 99860 118845 6087717
As at January 1 2024 849888 900683 480077 2998695 174813 112374 82661 5599191
Acquisition and disposal of
subsidiaries net (8027) – – – – – – (8027)
Credited/(charged) to consolidated
statement of profit or loss 255044 (20891) (182972) (335196) 67096 (28151) (9014) (254084)
Currency translation differences (55073) (15386) 5390 (22866) 2507 – – (85428)
As at December 31 2024 1041832 864406 302495 2640633 244416 84223 73647 5251652
200 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
18. Deferred Tax (Continued)
(b) Deferred tax liabilities
The movements in deferred tax liabilities before offsetting for the years ended December 31 2025 and 2024 are as follows:
Appreciation of
assets acquired Accelerated
in business tax Changes Right-of-use
combinations depreciation in fair value assets Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1 2025 2850490 1515595 353037 2495706 159315 7374143
(Credited)/charged to consolidated statement
of profit or loss (155307) 184011 (2651) 940693 (61724) 905022
Charged to consolidated statement of
comprehensive income – – 5963 – – 5963
Currency translation differences (120580) 8329 (19210) (14770) (23286) (169517)
At December 31 2025 2574603 1707935 337139 3421629 74305 8115611
At January 1 2024 2971543 1606602 359178 2830561 118411 7886295
Acquisition and disposal of subsidiaries net 14578 – – – – 14578
(Credited)/charged to consolidated statement
of profit or loss (207921) (39063) (11045) (314282) 66516 (505795)
Charged to consolidated statement of
comprehensive income – – (3899) – – (3899)
Currency translation differences 72290 (51944) 8803 (20573) (25612) (17036)
At December 31 2024 2850490 1515595 353037 2495706 159315 7374143
Annual Report 2025 S.F. Holding Co. Ltd. 201Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
18. Deferred Tax (Continued)
(c) Deferred tax assets not recognized
Deferred tax assets should be recognized when it is probable that taxable profits or taxable temporary differences will be
available against which the deferred tax asset can be utilised. Temporary differences will not be recognized as deferred tax
assets if the management estimates that they will not be recovered from taxable profits generated from continuing operations
in the foreseeable future. The following table sets forth the deductible temporary differences which were not recognized as
deferred tax assets during the year:
As at December 31
20252024
RMB’000 RMB’000
Tax losses 17650113 18994127
Other deductible temporary differences 1123835 1334659
1877394820328786
The analysis of the expiry years of deductible tax losses of the Group is as follows:
As at December 31
20252024
RMB’000 RMB’000
2025–2451413
202623517013192356
202725272432855219
202838536864421109
202924776602639363
2030 and above 6439823 3434667
1765011318994127
202 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
19. Prepayments Other Receivables and Other Assets
As at December 31
20252024
RMB’000 RMB’000
Non-current:
Amounts due from related parties (Note 38(d)) 106973 1181
Deferred pilot recruitment costs 706707 740683
Prepayments (Note (a)) 922010 576948
Finance lease receivables 129553 38224
Others 307644 520580
21728871877616
Less: Allowance for expected credit losses (Note (d)) (19059) (22581)
21538281855035
Current:
Amounts due from related parties (Note 38(d)) 323686 306027
Value-added tax recoverable 3529293 3366151
Prepayments (Note (b)) 2881143 2827788
Fixed income certificates (Note (c)) 5618400 –
Deposits 1790403 1536726
Cash to collect on behalf of customers 723087 768814
Prepaid corporate income tax 353392 384920
Finance lease receivables 41459 88800
Others 1755991 1170128
1701685410449354
Less: Allowance for expected credit losses (Note (d)) (342245) (334811)
1667460910114543
Notes:
(a) The balances of the Group mainly comprise prepaid construction equipment balances during the years ended December
31 2025 and 2024.
(b) The balances of the Group mainly comprise prepaid freight and transportation costs during the year ended December
31 2025 and 2024.
(c) As at December 31 2025 the fixed income certificates held by the Group represented the fixed income products issued
by securities companies and purchased by the Group. Based on the assessment of the credit risk the management of
the Group were of the view that the credit risk associated with such fixed income certificates was not significant. As a
result the loss allowance was measured based on the 12-month expected credit losses with no material impairment
provision recognized for the year ended December 31 2025.Annual Report 2025 S.F. Holding Co. Ltd. 203Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
19. Prepayments Other Receivables and Other Assets (Continued)
(d) Movements on the Group’s allowance for expected credit losses of other receivables are as follows:
As at December 31
20252024
RMB’000 RMB’000
At the beginning of the year 357392 371416
Allowance for impairment 14954 30403
Written off as uncollectible (14812) (44971)
Exchange differences 3770 544
At the end of the year 361304 357392
20. Investments in Associates and Joint Ventures
Movement of investments in associates is analyzed as follows:
Year ended December 31
20252024
RMB’000 RMB’000
At the beginning of the year 3610850 4120128
Additions and disposals net (Note (a)(b)) 1079031 (355353)
Share of profit net (8500) 49210
Share of other comprehensive loss (6629) (1077)
Share of other equity movement 1073 3011
Dividend declared during the year (198275) (176711)
Exchange differences (121503) 43550
Less: Impairment loss provided for the year – (71908)
At the end of the year 4356047 3610850
Notes:
(a) Investment in Southern SF Logistics Real Estate Investment Trust (“REIT”)
Southern SF Warehouse Logistics Closed-end REIT (Security name: Southern SF Logistics REIT; Security code:
180305) was issued and listed on the Shenzhen Stock Exchange on April 21 2025. The total fund raised amounting
to RMB3290000000 were used to acquire the entire equity interests and total debt of the Group’s subsidiaries
including Shenzhen SF Aviation Industrial Real Estate Management Co. Ltd. Hefei Fengtai E-Commerce Industrial
Park Management Co. Ltd. and Wuhan Fengtai E-Commerce Industrial Park Management Co. Ltd. (collectively the
“Infrastructure Project Companies”). As the original equity holders of the Southern SF Logistics REIT the Company’s
subsidiaries Shenzhen Jiafeng Industrial Park Management Co. Ltd. and Shenzhen Fengtai E-Commerce Industrial
Park Asset Management Co. Ltd. participated in the strategic placement of the REIT’s units with a payment of an
aggregation consideration of RMB1118600000 to acquire a 34% interest in the Southern SF Logistics REIT. As the
Group is able to exercise significant influence over the financial and operating decisions the Group’s investment in
Southern SF Logistics REIT is accounted for as an investment in an associate.
204 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
20. Investments in Associates and Joint Ventures (Continued)
(b) Disposal of subsidiaries to Southern SF Logistics REIT
The original equity holders disposed of the entire equity interests of the abovementioned three subsidiaries to Southern
SF Logistics REIT for a total consideration of RMB2083358000. Upon completion of the disposal the equity interests
in these subsidiaries held by the Group were transferred to Southern SF Logistics REIT. As a result the Group lost
control over the three subsidiaries which were no longer included in the scope of the Group’s consolidated financial
statements. A total gain on disposal of RMB777266000 was recognized by the Group for the year ended December
312025.
Movement of investments in joint ventures is analyzed as follows:
Year ended December 31
20252024
RMB’000 RMB’000
At the beginning of the year 2592792 3258703
Additions and disposals net 190204 (424159)
Share of loss net (53538) (119230)
Share of other comprehensive loss 2 –
Share of other equity movement – (5)
Dividend declared during the year (7386) (7468)
Exchange differences (1141) 839
Less: Impairment loss provided for the year (43360) (115888)
At the end of the year 2677573 2592792
The Group’s share of results of its associates and joint ventures are as follows:
Year ended December 31
20252024
RMB’000 RMB’000
Aggregate attributable amounts of net loss (105398) (257816)
Aggregate attributable amounts of other comprehensive income (6627) (1077)
Aggregate attributable amounts of total comprehensive income (112025) (258893)
There is no associate and joint venture that is individually significant to the Group.Annual Report 2025 S.F. Holding Co. Ltd. 205Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
21. Financial Assets at FVPL and FVOCI
(a) Financial assets at FVPL
As at December 31
20252024
RMB’000 RMB’000
Non-current:
– Industry fund investments 289307 331815
– Equity investment in unlisted entities at fair value 338816 139261
– Others 6390 6340
634513477416
Current:
– Structured deposits 16080264 11015904
– Fund investment and others 118712 230252
1619897611246156
(b) Financial assets at FVOCI
As at December 31
20252024
RMB’000 RMB’000
Non-current:
– Listed equity investments at fair value 1587405 1033218
– Unlisted equity investments at fair value 6709638 7198776
82970438231994
Current:
– Notes held for sale 244734 170913
244734170913
206 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
22. Inventories
As at December 31
20252024
RMB’000 RMB’000
Finished goods 1068214 828075
Raw materials 721147 623005
Aviation consumables 806955 631450
Consumables and supplies 362278 265661
Cost of fulfilling contracts 80974 86577
30395682434768
Less: Provision for impairment loss (538) (2385)
30390302432383
23. Contract Assets
As at December 31
20252024
RMB’000 RMB’000
Contract assets 3054319 2745809
Less: Allowance for expected credit losses (5202) (4989)
30491172740820
As disclosed in Note 2.1(g) the Group applies simplified approach under IFRS 9 to measure the expected credit loss using
a lifetime expected loss allowance for contract assets.Allowance of approximately RMB215000 had been provided for years ended December 31 2025 (2024: RMB1437000).Annual Report 2025 S.F. Holding Co. Ltd. 207Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
24. Trade and Note Receivables
As at December 31
20252024
RMB’000 RMB’000
Trade and note receivables
– related parties (Note 38(d)) 525273 540956
– third parties 31362506 28554708
3188777929095664
Less: Allowance for expected credit losses (832430) (1114031)
3105534927981633
(a) The Group has various credit policies for different business operations depending on the requirements of the markets
and businesses. The ageing analysis of the trade and note receivables based on invoice dates is as follows:
As at December 31
20252024
RMB’000 RMB’000
Within 1 year (including 1 year) 31224876 28295989
Between 1 and 2 years (including 2 years) 308010 335669
Over 2 years 354893 464006
3188777929095664
There is no concentration of credit risk with respect to trade and note receivables as the Group has a large number of
customers.(b) The Group applies the simplified approach to provide for expected credit losses prescribed by IFRS 9. Details are
disclosed in Note 2.1(g).As at December 31 2025 trade receivables of approximately RMB832430000 (2024: RMB1114031000) were credit
impaired and provided for impairment allowance.
208 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
24. Trade and Note Receivables (Continued)
Movements on the provision for impairment of trade and note receivables are as follows:
As at December 31
20252024
RMB’000 RMB’000
At the beginning of the year 1114031 1378665
Acquisition of subsidiaries – 2302
Allowance for impairment losses 34042 239853
Written off as uncollectible (320032) (509273)
Disposal of subsidiaries (359) (5342)
Exchange differences 4748 7826
At the end of the year 832430 1114031
(c) The provision and reversal of provision for impairment of receivables have been included in impairment losses on
financial assets and contract assets in the consolidated statement of profit or loss. Amounts charged to the allowance
account are written off when it is expected cannot be recovered.(d) The carrying amount at the reporting date approximated the fair value of each class of receivables mentioned above.
25. Restricted Cash and Cash and Cash Equivalents
As at December 31
20252024
RMB’000 RMB’000
Restricted cash
Required reserve deposits with the PBOC for banking operations (Note (a)) 895679 1240261
Pledged bank deposits 209922 114042
11056011354303
Cash and cash equivalents
Cash on hand and cash at banks (excluding PBOC) 19951626 32632563
Excess reserve deposits with the PBOC (Note (b)) 8005 13492
1995963132646055
Notes:
(a) On September 18 2016 the Group incorporated SF Holding Group Finance Co. Ltd. a licensed financial institution
principally engaging in the provision of cash management services within the group internally.(b) SF Holding Group Finance Co. Ltd. is required to deposit with the People’s Bank of China (the “PBOC”) an amount
that equals to 5% of qualified RMB deposits from corporates. The required reserve deposits are restricted and not
available for use in the daily business. Deposits with the PBOC in excess of the required reserve deposits are excess
reserve deposits which are maintained mainly for clearance settlement purposes.Annual Report 2025 S.F. Holding Co. Ltd. 209Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
26. Borrowings
As at December 31
20252024
RMB’000 RMB’000
Non-current borrowings:
Long-term bank borrowings (Note (a))
– secured (Note (a)(i)) 4930 8300
– unsecured (Note (a)(ii)) 5178401 6178086
Corporate bonds (Note (c)) 12358825 19941935
Loans from non-controlling interests 178555 190939
1772071126319260
Current portion of non-current borrowings:
Long-term bank borrowings (Note (a))
– secured (Note (a)(i)) 24609 30902
– unsecured (Note (a)(ii)) 191270 1646813
Corporate bonds (Note (c)) 5693782 627779
Loans from non-controlling interests – 21831
Short term borrowings:
Short-term bank borrowings (Note (b))
– secured (Note (b)(i)) 104338 117348
– unsecured (Note (b)(ii)) 7092994 15001186
Short-term debentures (Note (c)) – 807787
Convertible bonds (Note (d)) 2620001 –
Loans from non-controlling interests 360693 111476
1608768718365122
210 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
26. Borrowings (Continued)
Notes:
(a) Long-term bank borrowings
(i) Certain non-current assets had been pledged as securities for long-term bank borrowings as at December 31
2025 and 2024. Refer to Note 14(a) Note 15(a) and Note 16(a).
(ii) The Long-term bank borrowings of approximately RMB5124631000 as at December 31 2025 (2024:
RMB5546498000) had been guaranteed by the subsidiaries within the Group.(iii) The Group had complied with all of the financial covenants of its borrowing facilities for the years ended
December 31 2025 and 2024.(iv) The range of interest rates of major non-current bank borrowings were 1.00% to 6.17% for the year ended
December 31 2025 (2024: 2.34% to 5.33%).(b) Short-term bank borrowings
(i) Certain non-current assets had been pledged as securities for short-term bank borrowings as at December
31 2025 and 2024. Refer to Note 14(a) Note 15(a) and Note 16(a).
(ii) Short-term bank borrowings of approximately RMB2477183000 as at December 31 2025 (2024:
RMB753673000) had been guaranteed by the Company or its subsidiaries.(iii) The range of interest rates of major short-term bank borrowings were 1.00% to 9.25% for the year ended
December 31 2025 (2024: 2.27% to 6.77%).(c) Corporate bonds and short-term debentures
(i) Bonds and debentures amounting to RMB16025267000 as at December 31 2025 (2024: RMB18039077000)
had been guaranteed by the Company.(ii) During the year ended December 31 2025 the Group repurchased part of its US dollar corporate bonds with
the total par value of the repurchased bonds amounting to RMB1337907000. The difference between the
consideration paid and the carrying amount of the corporate bonds payable which is RMB66153000 was
recognized as other gains (Note 7).(iii) The range of interest rates of bonds and debentures were 2.15% to 3.13% for the year ended December 31
2025 (2024: 2.15% to 3.13%).
(d) Convertible bonds
With the approval of the Hong Kong Stock Exchange SF Holding Investment 2023 Limited a wholly-owned subsidiary
of the Group issued offshore convertible bonds which can be converted into H Shares of the Company under specific
conditions (“H Share convertible bonds”) to professional investors on July 10 2025. After deduction of issue fees
and expenses the actual net proceeds raised were RMB2666878000. Among which the liability component of the
convertible bonds amounted to RMB2626737000 was included in borrowings while the equity component amounted
to RMB40141000 was included in reserve.The H Share convertible bonds have a term of 363 days with a zero coupon rate and no interest bearing. Unless
previously redeemed converted or purchased or cancelled the Group will redeem each convertible bond at 100.5%
of its principal amount on the maturity date. The conversion period is from the 41st day after the issue date up to the
close of business on the date falling into 10 days prior to the maturity date of the convertible bonds (i.e. from August
20 2025 to June 28 2026) when the bondholders may apply for conversion. The initial conversion price of the H
Share convertible bonds at the time of issuance was HKD48.47 per share.Annual Report 2025 S.F. Holding Co. Ltd. 211Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
27. Trade and Note Payables
As at December 31
20252024
RMB’000 RMB’000
Trade and note payables
– related parties (Note 38(d)) 505415 332322
– third parties 29775810 27063202
3028122527395524
The ageing analysis of the trade and note payables based on invoice dates as at December 31 2025 and 2024 is as follows:
As at December 31
20252024
RMB’000 RMB’000
Within 1 year (including 1 year) 30110808 27128233
Over 1 year 170417 267291
3028122527395524
212 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
28. Contract Liabilities
As at December 31
20252024
RMB’000 RMB’000
Contract liabilities
– related parties (Note 38(d)) 29046 25085
– third parties 1957972 2014113
19870182039198
The following table shows the amounts of revenue recognized during the year relating to carried-forward contract liabilities:
Year ended December 31
20252024
RMB’000 RMB’000
Revenue recognized that was included in contract liabilities at the
beginning of the year 2039198 1832018
29. Other Payables and Accruals
As at December 31
20252024
RMB’000 RMB’000
Non-current:
Salaries wages and benefits 75741 58725
Others 152351 142312
228092201037
Current:
Amounts due to related parties (Note 38(d)) 166552 120487
Salaries wages and benefits 6193421 6151172
Payable for purchase of property plant and equipment 3156556 3292799
Deposits 2864951 2566045
Other taxes payable 881517 847166
Payables of cash collected on delivery service 1367940 1423502
Consideration payable for business combinations 10961 13213
Others 2684798 2646947
1732669617061331
Annual Report 2025 S.F. Holding Co. Ltd. 213Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
30. Deferred Income
As at December 31
20252024
RMB’000 RMB’000
Government grants and subsidies 1613357 1266359
The government grants are mainly incentives provided by local government authorities in the PRC including subsidies from a
project in Huanggang City government supporting funds for industrial parks and aircraft engine maintenance subsidies etc.All of the government grants and subsidies recognized as deferred income are related to certain assets.
31. Share Capital and Treasury Shares
Number of
fully paid
ordinary shares Share capital Treasury shares Total
RMB’000 RMB’000 RMB’000
As at January 1 2025 4986186983 4986187 (758081) 4228106
Issue of shares (Note (a)) 70000000 70000 – 70000
Exercise of share options 6513784 6513 – 6513
Repurchase of shares (Note (b)) – – (1643620) (1643620)
Cancellation of shares (Note (c)) (23270358) (23270) 859065 835795
As at December 31 2025 5039430409 5039430 (1542636) 3496794
As at January 1 2024 4895202373 4895202 (2575532) 2319670
Issue of shares (Note (a)) 170275763 170276 – 170276
Repurchase of shares (Note (b)) – – (1758094) (1758094)
Cancellation of shares (Note (c)) (79291153) (79291) 3575545 3496254
As at December 31 2024 4986186983 4986187 (758081) 4228106
Notes:
(a) On July 4 2025 the Company allotted and issued an aggregate of 70000000 H shares at the placing price of
HKD42.15 per share raising total gross proceeds of HKD2950500000 equivalent to RMB2730000000. After
deducting the issuance expenses of RMB55946000 the net proceeds amounted to RMB2674054000 of which
RMB70000000 was Recognized in share capital and RMB2604054000 in capital reserve as share premium.As of December 31 2025 the Company had a total of 5039430409 ordinary shares issued. The details of the
Company’s equity changes for the year ended December 31 2025 and 2024 are as follows:
As at December 31
20252024
Domestic listed A shares 4799430000 4816187000
Overseas listed H shares 240000000 170000000
50394300004986187000
214 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
31. Share Capital and Treasury Shares (Continued)
(b) During the years ended December 31 2025 and 2024 a total of 41458689 and 20771358 A shares were
repurchased respectively for future employee stock option programs or share-based incentive schemes. As a result
treasury shares amounting to approximately RMB1643620000 and RMB1758094000 were recognized in 2025
and 2024 respectively.(c) During the year ended December 31 2025 the Company with the approval and authorization of the general meeting
cancelled a total of 23270358 shares. As a result treasury shares amounting to approximately RMB859065000 and
share capital of approximately RMB23270000 were derecognized with a corresponding decrease in capital reserve
of approximately RMB835795000.
32. Reserves and Retained Earnings
(a) Reserves
Other General and
Capital Conversion comprehensive regulatory Special Statutory
reserve option reserve income reserve reserve reserve Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at January 1 2025 40924932 – 4529488 524376 – 2646138 48624934
Other comprehensive income – – (44562) – – – (44562)
Transfer of gain on disposal of equity
investments at fair value through
other comprehensive income to
retained earnings – – (39232) – – – (39232)
Net proceeds from share option
exercising 255328 – – – – – 255328
Issue of shares 2604054 – – – – – 2604054
Cancellation of shares (835795) – – – – – (835795)
Share-based payment 124952 – – – – – 124952
Transaction with non-controlling
interests and others (557224) – – – – – (557224)
Profit appropriations to statutory reserve – – – – – 26622 26622
Equity component of convertible bonds – 40141 – – – – 40141
Safety reserve appropriation – – – – 434643 – 434643
Safety reserve utilisation – – – – (434643) – (434643)
Others (152373) – – – – – (152373)
As at December 31 2025 42363874 40141 4445694 524376 – 2672760 50046845
Annual Report 2025 S.F. Holding Co. Ltd. 215Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
32. Reserves and Retained Earnings (Continued)
(a) Reserves (Continued)
Other General and
Capital comprehensive regulatory Special Statutory
reserve income reserve reserve reserve Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at January 1 2024 43164085 5532428 524376 – 2413786 51634675
Other comprehensive income – (1033976) – – – (1033976)
Transfer of gain on disposal of equity investments
at fair value through other comprehensive
income to retained earnings – 31036 – – – 31036
Transactions with owners
Net proceeds from Global Offering 5076004 – – – – 5076004
Net proceeds from share option exercising 11194 – – – – 11194
Capital injection from non-controlling interests 54 – – – – 54
Cancellation of shares (3496254) – – – – (3496254)
Share-based payment 89677 – – – – 89677
Transaction with non-controlling interests
and others (3916204) – – – – (3916204)
Profit appropriations to statutory reserve – – – – 232352 232352
Safety reserve appropriation – – – 481331 – 481331
Safety reserve utilisation – – – (481331) – (481331)
Others (3624) – – – – (3624)
As at December 31 2024 40924932 4529488 524376 – 2646138 48624934
216 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
33. Share-Based Payment
(a) Share-based payment expenses during the year were as follows:
Year ended December 31
20252024
RMB’000 RMB’000
Equity settled share-based payment 181169 91446
Cash settled share-based payment – (10952)
18116980494
(b) Equity settled share-based payment arrangement
(i) 2022 A Share Option Incentive Plan of the Company
2022 A Stock Option Incentive Plan established in May 2022 is designed to reward qualified participants who contribute to
the growth of the Group’s operations and provide long-term incentives for employees to deliver sustainable shareholder returns.The stock options vest over a period of 4 years on the condition that the employees officers and directors remain in service
and certain performance standards are met. One-fourth of the granted options shall be vested when it meets the end of the
first the second the third and the fourth year upon the grant dates.During the year ended December 31 2025 a total of 1158 participants met the performance requirements resulting in
8257059 share options becoming exercisable.
As of December 31 2025 there were 17467709 share options outstanding under the 2022 A Share Option Incentive Plan.Annual Report 2025 S.F. Holding Co. Ltd. 217Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
33. Share-Based Payment (Continued)
(b) Equity settled share-based payment arrangement (Continued)
(i) Share Option Plan of the Company (Continued)
The fair value per option was estimated at the grant dates using the following assumptions:
Exercise price per share RMB42.61 RMB42.43
Expiry date Respective annual due dates
Share price at grant date per share RMB51.57 RMB49.88
Expected volatility of the Company’s shares 35.77% ~ 40.39%
Expected dividend yield 0.51% ~ 0.55%
Risk-free interest rate 1.50% ~ 2.75%
The expected price volatility is based on the historic volatility (based on the remaining life of the options) adjusted for any
expected changes to future volatility due to publicly available information.The Group recognizes share-based payments in capital reserves and its consolidated statement of profit or loss based on
options ultimately expected to vest after considering estimated forfeitures of the share options. Forfeitures are estimated
based on the historical experience and revised in the subsequent periods if actual forfeitures differ from those estimates. The
impact of the revision of the original estimates on non-market vesting conditions if any is recognized in the profit and loss
over the remaining vesting period with a corresponding adjustment to capital reserves.Share-based payment expenses of RMB38726000 (2024: RMB84316000) related to the above share options were
recognized in the consolidated statement of profit or loss for the year ended December 31 2025.An accumulated amount of RMB583831000 (2024: RMB545105000) has been recognized as capital reserve as at December
312025.
(ii) “Grow Together” Employee Shareholding Scheme (A Shares)
On September 15 2025 the “Grow Together Employee Shareholding Scheme (A Share) (Draft)” (“the Scheme”) was reviewed
and approved in the 2025 first extraordinary general meeting held by the Company. A total quantity of up to 1620000000
virtual share units will be granted to the qualified employees of the Group over a period of 9 years within the Scheme’s
duration of no more than 15 years.In the first quarter of the next year after the virtual share units are granted to the qualified employees in each year under the
jointly consideration of the performance of the Company and the individual employee the Board of Directors will calculate the
total number of each employee’s shares eligible for vesting based on the increase amount of the agreed share price compared
to the grant price of the virtual share units.The shares under the Scheme comprising 200000000 A Shares of the Company were donated by Mingde Holding with
no consideration payment made by the Group. As at December 31 2025 the total number of shares had been transferred
to the securities account in China Securities Depository and Clearing Corporation Limited established by the Scheme.
218 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
33. Share-Based Payment (Continued)
(b) Equity settled share-based payment arrangement (Continued)
(ii) “Grow Together” Shareholding Scheme (A Shares) (Continued)
The portfolio holders who are the qualified employees of the Group are responsible for the operation and management of
the Scheme itself. Holders’ Meeting is set up and serves as a top authorized organization of the Scheme. If any holders are
directors or supervisors or members of the senior management they should waive their voting and proposal rights in the
Holders’ Meeting and waive their voting rights on any resolutions related to the Scheme at board meetings or shareholders’
meeting of the Company. A Management Committee is established and authorized to serve as the administrator by the Holders’
Meeting. The Management Committee is responsible for the management of the Scheme’s daily operation and execution
of the holders’ rights on behalf of all holders of the Scheme. Members of the Management Committee are elected by the
Holders’ Meeting. Controlling shareholders ultimate controlling persons directors supervisors and members of the senior
management of the Company or any of their connected parties cannot serve as members of the Management Committee.The assets held by the Scheme are independent from the Company’s assets. Throughout the duration of the Scheme and its
liquidation period any ungranted shares and dividends or any other assets held by the Scheme do not belong to the Company.the 2025 initial grant of Virtual Share Units (“the 2025 Plan”)
The agreed share price of the shares eligible for vesting is the average closing price of the Company’s A shares during the
year. A 12-month lock-up period starting from each vesting date is applied to each vesting. At the same time a service period
is set after the end of the lock-up period starting from the date after the last lock-up period date. The service period of the
first vesting will be 96 months following by a 84 months service period for the second vesting and so on. No service period
is required for the ninth vesting which is only applied for a 12-month lock-up period. On September 15 2025 as approved
by the 2025 first extraordinary general meeting a total of 79819300 virtual share units were granted to qualified employees
with a grant price of RMB35 yuan per share.The Company determines the fair value of the shares on the grant date based on the closing market price and uses a Monte
Carlo simulation model to calculate the estimated number of share units to be eligible for vesting. As at December 31 2025
the accumulated amount recognized in capital reserve and attributable to the owners of the Company related to the Scheme
was RMB8332000. Share-based payment expenses of RMB8332000 related to the Scheme were recognized in the
consolidated statement of profit or loss for the year ended December 31 2025.(iii) Share incentive Plan of the subsidiary entities
Subsidiaries of the Group issued restricted share units (‘RSU’) or share options of their own shares to senior executives and
other employees.The fair value at grant date is independently determined by share price or using the Discounted Cash Flow model or Binomial
Option Pricing model.Share-based payment expenses of approximately RMB134111000 (2024: RMB7130000) related to the above share awards
were recognized in the consolidated statement of profit or loss for the year ended December 31 2025.An accumulated amount of RMB742310000 (2024: RMB608199000) as at December 31 2025 has been recognized as
capital reserve.Annual Report 2025 S.F. Holding Co. Ltd. 219Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
34. Notes to Consolidated Statement of Cash Flows
(a) Reconciliation of profit before income tax to net cash generated from operations:
Year ended December 31
20252024
RMB’000 RMB’000
Profit before income tax for the year 14917877 13607261
Adjustments for:
Depreciation of right-of-use assets (Note 8) 6734189 6798783
Depreciation and amortization (excluding right-of-use assets) (Note 8) 9638326 10533474
Impairment provision for investments in associates and joint ventures 43360 187796
Net impairment losses on financial assets and contract assets 49211 271693
Impairment of inventories property plant and equipment and other
non-current assets (Note 7) 83766 141622
Equity settled share-based compensation expenses (Note 33) 181169 91446
Impairment of goodwill (Note 7) 61725 –
Losses on disposal of property plant and equipment right-of-use assets
and other non-current assets (Note 7) 83511 60228
Fair value changes in financial assets at FVPL (Note 7) (630856) (509717)
Gains on disposal of investments in subsidiaries (Note 36(b)) (793336) (80615)
Share of loss of associates and joint ventures net 62038 70020
Gains on disposal of investments in associates and joint ventures (Note 7) (108095) (89622)
Dividend income (Note 6) (2682) (1005)
Amortization of deferred income (76361) (43241)
Finance costs (Note 10) 1752364 2373319
Operating cash flow before working capital changes 31996206 33411442
Changes in working capital:
(Increase)/decrease in inventories (604800) 8439
Increase in trade receivables prepayment contract assets and
other receivable (4876052) (247211)
Increase in trade payables contract liabilities and other payables 4739317 2191719
Cash generated from operations 31254671 35364389
220 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
34. Notes to Consolidated Statement of Cash Flows (Continued)
(b) Transaction with non-controlling interests
During the year the Group changed its ownership interests in certain subsidiaries without change of its control.The impacts of the transactions with non-controlling interests for the years ended December 31 2025 and 2024 are
summarized as follows:
Year ended December 31
20252024
RMB’000 RMB’000
Net cash consideration paid to non-controlling interests without change
of control 700434 3451076
Recognized in the reserve within equity 557224 3916204
(i) Major transaction during the year ended December 31 2025
No non-controlling interests’ transaction made a significant impact of the Group during the year ended December 31 2025.(ii) Major transactions during the year ended December 31 2024
During the year ended December 31 2024 the Group acquired the remaining equity interests of Shenzhen SF Freight
Corporation and Shenzhen Fengwang Holding Co. Ltd. Upon the completion of the transactions the aforementioned
subsidiaries became wholly-owned subsidiaries of the Group. The Group recognized a decrease in other capital reserve of
RMB2146357000 and RMB744838000 respectively. The consideration for above transactions was paid in 2024.(c) Non-cash operating investing and financing activities
The main non-cash operating investing and financing activities for the years ended December 31 2025 and 2024 are
summarized as follows:
Year ended December 31
20252024
RMB’000 RMB’000
Additions of right-of-use assets 10011578 6736287
Settlement of acquisitions of long-term assets through bank supply chain
financing or re-factoring 185337 115198
101969156851485
Annual Report 2025 S.F. Holding Co. Ltd. 221Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
34. Notes to Consolidated Statement of Cash Flows (Continued)
(d) Reconciliation of liabilities arising from financing activities
Corporate Loans from
bonds and non-
Bank short-term controlling Leases
borrowings debentures interest liabilities Total
As at January 1 2025 22982635 21377501 324246 12595797 57280179
Cash flows (10760554) (481964) 222372 (7542577) (18562723)
Interest expenses 611399 654252 3832 500012 1769495
Other non-cash movements (Note (i)) (236938) (877181) (11202) 9864018 8738697
As at December 31 2025 12596542 20672608 539248 15417250 49225648
As at January 1 2024 32933992 19410077 361946 13808460 66514475
Cash flows (11671328) 937166 (2624) (7438385) (18175171)
Interest expenses 1273506 636369 2326 503871 2416072
Other non-cash movements (Note (i)) 446465 393889 (37402) 5721851 6524803
As at December 31 2024 22982635 21377501 324246 12595797 57280179
Note:
(i) It mainly resulted from the foreign exchange differences on borrowings and the addition of lease liabilities.
222 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
35. Acquisition of Subsidiaries
The net cash flow impact of acquisition of subsidiaries for the year ended December 31 2025 and 2024 are as below:
Year ended December 31
20252024
RMB’000 RMB’000
Net cash paid in respect of the business combinations (Note (a)) 28251 194007
Net cash paid in respect of the acquisition of assets – 502647
Net cash paid in acquisition of subsidiaries 28251 696654
(a) Acquisition of subsidiaries through business combinations
Analysis of the net cash outflow in respect of the acquisition of subsidiaries treated as business combinations for the year
ended December 31 2025 and 2024 are as below:
Year ended December 31
20252024
RMB’000 RMB’000
Total acquisition consideration 18013 173897
Less: Cash and bank balances acquired (734) (20212)
Outstanding and included in other payables – (64506)
Cash paid in the current year for acquisition of subsidiaries in prior years 10972 104828
Net cash paid in respect of the business combinations 28251 194007
36. Disposal of Subsidiaries
Transactions of disposal of subsidiaries for the year ended December 31 2025 and 2024 are analyzed as follows:
(a) Net cash received from disposal of subsidiaries
Year ended December 31
20252024
RMB’000 RMB’000
Cash consideration
Including: Hangzhou Zhentai Capital Management Ltd. – 273345
Subsidiaries disposed to REIT (Note 20(b)) 2083358 –
Other subsidiaries 1052 21287
2084410294632
Annual Report 2025 S.F. Holding Co. Ltd. 223Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
36. Disposal of Subsidiaries (Continued)
(a) Net cash received from disposal of subsidiaries (Continued)
Year ended December 31
20252024
RMB’000 RMB’000
Cash consideration 2084410 294632
Add: Cash and cash equivalents received from disposal of subsidiaries
in prior years 42316 190
Less: Cash and cash equivalents held by the subsidiaries at the dates
of disposal (188303) (29868)
Less: Cash and cash equivalents to be received from disposal of subsidiaries
in future years – (2297)
Net cash flow impact from disposal of subsidiaries 1938423 262657
Year ended December 31
20252024
RMB’000 RMB’000
Total disposal consideration 2084410 294632
Carrying amount of net assets sold (1291074) (214017)
Gains on disposal of investments in subsidiaries 793336 80615
224 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
37. Subsidiaries with Material Non-Controlling Interests
Set out below is summarized financial information for KLN which has material non-controlling interests.As at As at
December 31 2025 December 31 2024
RMB’000 RMB’000
Current assets 20566942 21013025
Non-current assets 23865727 24476527
Total assets 44432669 45489552
Current liabilities 14654013 14653958
Non-current liabilities 8931977 9650482
Total liabilities 23585990 24304440
Year ended Year ended
December 31 2025 December 31 2024
RMB’000 RMB’000
Revenue 51807059 54256276
Net profit 1225726 750674
Attributable to owners of the Company 565102 341968
Net cash generated from operating activities 2681837 3310646
The financial position operating results and cash flows of KLN are disclosed in its performance announcements published on
HKEx. The financial information presented above has been adjusted to reflect the fair value of identifiable assets and liabilities
at the acquisition date as well as the alignment of accounting policies but do not take the eliminations of the transactions
between KLN and other subsidiaries of the Group into account.Except for KLN no other subsidiaries had material non-controlling interests for the years ended December 31 2025 and 2024.Annual Report 2025 S.F. Holding Co. Ltd. 225Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
38. Related Party Transactions
(a) Parent company
Ownership interest
Name Type Place of incorporation 2025 2024
Mingde Holding Investment Shenzhen 48.85% 53.39%
The Company’s ultimate holding company is Mingde Holding and the ultimate controlling person is Mr. Wang Wei.(b) Names and relationships with related parties
Related parties are those parties that have the ability to control jointly control or exercise significant influence over the other
party in holding power over the investee; exposure or rights to variable returns from its involvement with the investee; and
the ability to use its power over the investee to affect the amount of the investor’s returns. Parties are also considered to be
related if they are subject to common control or joint control. Related parties maybe individuals or other entities.Save as disclosed elsewhere in this report the directors of the Company are of the view that the following parties/companies
were significant related parties that had transactions or balances with the Group for the years ended or as at December 31
2025 and 2024:
Name of related parties Relationship with the Group
Shenzhen Hive Box Technology Co. Ltd. and its subsidiaries Entities controlled by the ultimate controlling person of the Company
Shenzhen Fengxiang Information Technology Co. Ltd. and its Entities controlled by the ultimate controlling person of the Company
subsidiaries
Hangzhou Fengtai E-Commerce Industrial Park Management Ltd. Entities controlled by the ultimate controlling person of the Company
and its subsidiaries
Guangdong Fengxing Zhitu Technology Co. Ltd. and its subsidiaries Entities controlled by the ultimate controlling person of the Company
Shenzhen Weitai Enterprise Development Co. Ltd. and its subsidiaries Entities controlled by the ultimate controlling person of the Company
Shenzhen Zhongwang Finance and Tax Supply Chain Co. Ltd. Associates of the Group
Sichuan Wulianyida Technology Co. Ltd. and its subsidiaries Associates of the Group
SF Real Estate Investment Trust and its subsidiaries Associates of the Group
Shenzhen Fenglian Technology Co. Ltd. Associates of the Group
Zhejiang Galaxis Technology Group Co. Ltd. and its subsidiaries Associates of the Group
GIAO HANG TIET KIEM JOINT STOCK COMPANY Associates of the Group
KENGIC Intelligent Technology Co. Ltd and its subsidiaries Associates of the Group
Dazhangfang Network Technology Co. Ltd. and its subsidiaries Associates of the Group
KINGS (HK) INTERNATIONAL LIMITED and its subsidiaries Associates of the Group
Shenzhen Fustar Smart Technology Co. Ltd. Associates of the Group
Yihai SF (Shanghai) Supply Chain Technology Co. Ltd. Associates of the Group
226 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
38. Related Party Transactions (Continued)
(b) Names and relationships with related parties (Continued)
Name of related parties Relationship with the Group
Hubei Shunke Aviation Aircraft Maintenance Co. Ltd. Associates of the Group
Southern SF Logistics REIT Associates of the Group
State Grid E-Commerce Yunfeng Logistics Technology (Tianjin) Associates of the Group prior to January 2025
Co. Ltd.Beijing Wulian Shuntong Technology Co. Ltd. and its subsidiaries A joint venture of the Group
CR-SF International Express Co. Ltd. A joint venture of the Group
Hubei International Logistics Airport Co. Ltd. A joint venture of the Group
ZBHA Group Co. Ltd. A joint venture of the Group
Fengsu Yitong (Suzhou) Technology Co. Ltd. A joint venture of the Group prior to September 2025
Shenzhen Yizhan Renewal Service Technology Co. Ltd. and A joint venture of the Group
its subsidiaries
Shenzhen Shenghai Information Service Co. Ltd. A joint venture of the Group
Smarcle (Zhuhai) Limited. A joint venture of the Group
Ezhou CCCC SF Airport Industrial Park Investment and A joint venture of the Group
Development Co. Ltd.Global Connect Holding Limited A joint venture of the Group
Guangzhou Xuehang Logistics Co. Ltd and its subsidiaries A joint venture of the Group subsequent to September 2025
(c) Transactions with related parties
The following significant transactions were carried out between the Group and its related parties for the years ended December
31 2025 and 2024. In the opinion of the directors of the Company the related party transactions were carried out in the
normal course of business and at terms negotiated between the Group and the respective related parties.Year ended December 31
20252024
RMB’000 RMB’000
Sales of goods and services:
Controlling shareholder 539 535
Entities controlled by the ultimate controlling person of the Company 1550401 1593016
Associates of controlling shareholder – 7162
Joint ventures of the Group 37112 50983
Associates of the Group 62177 88148
16502291739844
Annual Report 2025 S.F. Holding Co. Ltd. 227Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
38. Related Party Transactions (Continued)
(c) Transactions with related parties (Continued)
Year ended December 31
20252024
RMB’000 RMB’000
Purchases of goods and services:
Entities controlled by the ultimate controlling person of the Company 689006 750259
Associates of controlling shareholder – 190
Joint ventures of the Group 1440771 1079710
Associates of the Group 868266 895553
29980432725712
Disposal of equity:
Associates of the Group 2083358 –
Acquisition of assets through acquisition of subsidiaries:
Joint ventures of the Group – 559289
Depreciation and interest expenses borne by the Group
as the lessee:
Entities controlled by the ultimate controlling person of the Company 5562 11393
Associates of the Group 370369 226248
375931237641
Additions of right-of-use assets:
Entities controlled by the ultimate controlling person of the Company 24620 3639
Joint ventures of the Group – 2866
Associates of the Group 331576 3320
3561969825
Other transactions:
Controlling shareholder 685 684
Entities controlled by the ultimate controlling person of the Company 6302 4219
Associates of controlling shareholder – 1391
Joint ventures of the Group 760 756
Associates of the Group 88214 14441
9596121491
228 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
38. Related Party Transactions (Continued)
(d) Balances with related parties
As at December 31
20252024
RMB’000 RMB’000
Amounts due from related parties:
Controlling shareholder 45 365
Entities controlled by the ultimate controlling person of the Company 634358 662119
Joint ventures of the Group 18738 5717
Associates of the Group 319280 188480
972421856681
Amounts due to related parties:
Controlling shareholder 131 320
Entities controlled by the ultimate controlling person of the Company 171288 113289
Joint ventures of the Group 304134 193763
Associates of the Group 260877 170522
736430477894
Lease Liabilities:
Entities controlled by the ultimate controlling person of the Company 53156 86838
Associates of the Group 411879 360194
465035447032
(e) Guarantee to related parties
(i) Guarantee provided
As at December 31 2025
Guaranteed Guaranteed Whether the guarantee
Guaranteed entities: amount period has been fulfilled
RMB’000
Joint ventures of the Group 805000 September 29 2021 to No
April 29 2055
Annual Report 2025 S.F. Holding Co. Ltd. 229Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
38. Related Party Transactions (Continued)
(e) Guarantee to related parties (Continued)
(i) Guarantee provided (Continued)
As at December 31 2024
Guaranteed Guaranteed Whether the guarantee
Guaranteed entities: amount period has been fulfilled
RMB’000
Joint ventures of the Group 782000 September 29 2021 to No
April 29 2055
(ii) Contracted not yet provided
As at December 31
20252024
RMB’000 RMB’000
Joint ventures of the Group 2361180 2384180
(f) Key management compensation
Year ended December 31
20252024
RMB’000 RMB’000
Key management compensation 40044 42188
39. Commitments
(a) Capital Commitments
As at December 31
20252024
RMB’000 RMB’000
Contracted but not provided for purchase of property plant and equipment 3556117 1515674
Investment to be paid 39723 121043
35958401636717
230 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
40. Statement of Financial Position and Reserves Movement of the Company
(a) Financial position of the Company
As at December 31
20252024
RMB’000 RMB’000
ASSETS
Non-current assets
Property plant and equipment 601095 335012
Right-of-use assets 328293 341498
Intangible assets – 17
Deferred tax assets – 112
Prepayments other receivables and other assets 907 1755
Investments in a subsidiary 70032862 69994648
Total non-current assets 70963157 70673042
Current assets
Prepayments other receivables and other assets 17044603 13824762
Cash and cash equivalents 10208 4077541
Total current assets 17054811 17902303
Total assets 88017968 88575345
LIABILITIES
Current liabilities
Income tax payable – 10911
Other payables and accruals 231156 90091
Total current liabilities 231156 101002
Total liabilities 231156 101002
Net assets 87786812 88474343
EQUITY
Share capital 5039430 4986187
Less: Treasury shares (1542636) (758081)
Reserves 78148036 76058993
Retained earnings 6141982 8187244
Total equity 87786812 88474343
WANG Wei HO Chit
Chairman Director
Annual Report 2025 S.F. Holding Co. Ltd. 231Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
40. Statement of Financial Position and Reserves Movement of the Company
(Continued)
(b) Reserves movement of the Company
Reserves Retained earnings Total
RMB’000 RMB’000 RMB’000
As at January 1 2025 76058993 8187244 84246237
Comprehensive income:
Profit for the year – 2485583 2485583
Transactions with owners
Net proceeds from share option exercising 255328 – 255328
Issue of shares 2604162 – 2604162
Cancellation of shares (835795) – (835795)
Share-based payment 38726 – 38726
Profit appropriations to statutory reserve 26622 (26622) –
Dividends – (4504223) (4504223)
As at December 31 2025 78148036 6141982 84290018
Reserves Retained earnings Total
RMB’000 RMB’000 RMB’000
As at January 1 2024 74151381 12991294 87142675
Comprehensive income:
Profit for the year – 5031094 5031094
Transactions with owners
Net proceeds from Global Offering 5076004 – 5076004
Net proceeds from share option exercising 11194 – 11194
Share-based payment 84316 – 84316
Cancellation of shares (3496254) (3496254)
Profit appropriations to statutory reserve 232352 (232352) –
Dividends – (9602792) (9602792)
As at December 31 2024 76058993 8187244 84246237
232 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
41. Subsequent Event
(a) The final dividend in respect of the year ended December 31 2025 of RMB4.3 cents per ordinary share (tax inclusive)
was approved by the Board on March 30 2026. The proposal is subject to the approval of the shareholders at the
Annual General Meeting. The dividend was not recognized as a liability as at December 31 2025.(b) On January 15 2026 the Company entered into a subscription agreement with J&T Express Global Limited (hereinafter
as “J&T Express”). Pursuant to which subject to the fulfillment of relevant conditions and terms the Company planned
to subscribe for J&T Class B shares at a price of HK$10.10 per share and planned to issue 225877669 H shares
of the Company (allocated and issued under the general mandate) at a price of HK$36.74 per share to J&T Express.Upon completion of the H share issuance the total net proceeds are expected to be approximately HK$8298.75
million.As at the approval date of these financial statements the above transactions have not been completed.(c) As approved by the resolutions of the Company’s A share repurchase plan in the board meeting on October 30 2025
the Company had repurchased a total of 11998800 A shares in the period from January 1 2026 to March 3 2026
the last announcement date of repurchase progress before the approval date of these financial statements.
42. Group Structure – Principal Subsidiaries
As at December 31 2025 the Company’s principal subsidiaries are as follows:
Percentage of equity interest
Issued ordinary/ As at December 31
registered 2025
Place of share capital
Name Incorporation Principal Activities and Place of Operation (in thousand) Direct Indirect
Taisen Holding Chinese Mainland Investment holding in Chinese Mainland RMB5010000 100.00% –
S.F. Express Co. Ltd. Chinese Mainland International freight forwarding domestic RMB1000000 – 100.00%
and international express services in
Chinese Mainland
SF Technology Co. Ltd. Chinese Mainland Technical maintenance and development RMB60000 – 100.00%
services in Chinese Mainland
Shenzhen Shunlu Logistics Co. Ltd. Chinese Mainland Cargo transportation freight forwarding in RMB160000 – 100.00%
Chinese Mainland
Anhui SF Communication Services Co. Ltd. Chinese Mainland Value-added telecommunications services in RMB50000 – 100.00%
Chinese Mainland
Shenzhen Yuhui Management Consulting Co. Ltd. Chinese Mainland Consulting services in Chinese Mainland RMB250000 – 100.00%
Shenzhen SF Supply Chain Co. Ltd. Chinese Mainland Supply chain management services in RMB1500000 – 100.00%
Chinese Mainland
SF Airlines Company Limited Chinese Mainland Air cargo and mail transportation services in RMB1510000 – 100.00%
Chinese Mainland
Shenzhen Fengtai E-commerce Industrial Park Chinese Mainland E-commerce park management in Chinese RMB9530010 – 100.00%
Assets Management Co. Ltd. Mainland
Shenzhen Fengtai Industrial Park Management Chinese Mainland Management consulting in Chinese Mainland RMB58000 – 100.00%
Service Co. Ltd.Shenzhen SF Airport Investment Co. Ltd. Chinese Mainland Investment in industry in Chinese Mainland RMB100000 – 100.00%
SF Holding (HK) Limited Hong Kong Investment holding in Hong Kong HKD10912717 – 100.00%
SF Holdings Group Finance Co. Ltd. Chinese Mainland Financing wealth management and RMB2500000 – 100.00%
consulting in Chinese Mainland
Annual Report 2025 S.F. Holding Co. Ltd. 233Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
42. Group Structure – Principal Subsidiaries (Continued)
Percentage of equity interest
Issued ordinary/ As at December 31
registered 2025
Place of share capital
Name Incorporation Principal Activities and Place of Operation (in thousand) Direct Indirect
Shenzhen SF Chuangxing Investment Co. Ltd. Chinese Mainland Investment in industry in Chinese Mainland RMB330000 – 100.00%
Shenzhen Fengnong Technology Co. Ltd. Chinese Mainland Retail in Chinese Mainland RMB145000 – 100.00%
Shenzhen Fenglang Supply Chain Co. Ltd. Chinese Mainland Supply chain management services in RMB50000 – 100.00%
Chinese Mainland
Shunyuan Financial Lease (Tianjin) Co. Ltd. Chinese Mainland Leasing business in Chinese Mainland RMB1500000 – 100.00%
SF Multimodal Transportation Co. Ltd. Chinese Mainland Cargo delivery services in Chinese Mainland RMB242000 – 100.00%
Dongguan SF Taisen Logistics Management Chinese Mainland Property management in Chinese Mainland RMB30010 – 100.00%
Co. Ltd.SF Innovation Technology Co. Ltd. Chinese Mainland Information technology services in Chinese RMB450000 – 100.00%
Mainland
Shenzhen Shunheng Rongfeng Supply Chain Chinese Mainland Consulting services in Chinese Mainland RMB260000 – 100.00%
Technology Co. Ltd.Shenzhen Hengyi Logistics Supply Chain Co. Ltd. Chinese Mainland Freight forwarding services in Chinese RMB100000 – 100.00%
Mainland
Shenzhen Shuncheng Lefeng Commercial Co. Ltd. Chinese Mainland Factoring business in Chinese Mainland RMB92500 – 100.00%
Hangzhou SF INTRA-CITY Industrial Co. Ltd. Chinese Mainland Supply chain management and other RMB917376 – 57.86%
services in Chinese Mainland
SF Shared Precision Information Technology Chinese Mainland Information technology services in Chinese RMB7000 – 100.00%
(Shenzhen) Co. Ltd. Mainland
Hangzhou Shuangjie Supply Chain Co. Ltd. Chinese Mainland Supply chain management and other RMB50000 – 100.00%
services in Chinese Mainland
Huanggang Xiufeng Education Investment Co. Ltd. Chinese Mainland Business information consulting and RMB90000 – 100.00%
enterprise management consulting in
Chinese Mainland
Junhe Information Service Technology (Shenzhen) Chinese Mainland Information technology and development RMB10000 – 100.00%
Co. Ltd. services in Chinese Mainland
SF Mathematical Technology (Shenzhen) Service Chinese Mainland technology services and consulting services RMB250000 – 100.00%
Co. Ltd. in Chinese Mainland
Shenzhen SF International Industrial Co. Ltd. Chinese Mainland Information technology services and RMB15010 – 100.00%
consulting services in Chinese Mainland
Shenzhen Shunfeng Investment Co. Ltd. Chinese Mainland Investment holding in Chinese Mainland RMB1100000 – 100.00%
SF Cold Chain Logistics Co. Ltd. Chinese Mainland Cargo transportation and freight forwarding RMB100000 – 100.00%
in Chinese Mainland
Zhejiang Shuangjie Supply Chain Technology Chinese Mainland Supply chain management and other RMB192444 – 100.00%
Co. Ltd. services in Chinese Mainland
234 S.F. Holding Co. Ltd. Annual Report 2025Notes to the Consolidated Financial Statements
For the year ended December 31 2025
(All amounts in RMB unless otherwise stated)
42. Group Structure – Principal Subsidiaries (Continued)
Percentage of equity interest
Issued ordinary/ As at December 31
registered 2025
Place of share capital
Name Incorporation Principal Activities and Place of Operation (in thousand) Direct Indirect
Shanghai Shun Ru Feng Lai Technology Co. Ltd. Chinese Mainland Information technology services in Chinese RMB72873 – 100.00%
Mainland
KLN Bermuda Provision of logistics and freight forwarding HKD903715 – 51.52%
services in Hong Kong
Guangdong Shunhe Supply Chain Management Chinese Mainland Technology Development in Chinese RMB150000 – 100.00%
Co. Ltd. Mainland
Shenzhen SF Express Freight Co. Ltd. Chinese Mainland Business Management Supply Chain RMB1230000 – 100.00%
Management in Chinese Mainland
Shunying Holdings (Shenzhen) Co. Ltd. Chinese Mainland Leasing and Business Services in Chinese RMB1000000 – 100.00%
Mainland
Shenzhen Fengxiu Technology Co. Ltd. Chinese Mainland Information Transmission Software and RMB90917 – 100.00%
Information Technology Services in
Chinese Mainland
Ezhou Fengtu International Supply Chain Co. Ltd. Chinese Mainland Transportation Warehousing and Postal RMB3000 – 100.00%
Services in Chinese Mainland
(i) The Company’s investment in a subsidiary is as follow:
As at December 31
20252024
RMB’000 RMB’000
Taisen Holding 70032862 69994648
(ii) The English names of the subsidiaries represent the best efforts made by the management of the Group in translating
their Chinese names as they do not have official English names.(iii) The above list included subsidiaries having material impact on the annual results or net assets of the Group.Annual Report 2025 S.F. Holding Co. Ltd. 235Definitions
“active consumer(s)” the number of unique consumer accounts that purchase a particular service at least once
during the prescribed period
“active merchants” the number of unique merchant accounts that purchase a particular service at least once
during the prescribed period“Announcement No. 1 [2023] of Announcement of the Ministry of Finance and the State Taxation Administration on thethe Ministry of Finance and the Clarification of Value-Added Tax Reduction and Exemption for Small-Scale Value-AddedState Taxation Administration” Tax Taxpayers and Other Policies (Announcement No. 1 [2023] of the Ministry of Finance
and the State Taxation Administration)
“A Share(s)” ordinary shares issued by our Company with a nominal value of RMB1.00 each which
are listed on the Shenzhen Stock Exchange and traded in RMB
“AEO” Authorized Economic Operator qualified enterprises certified by the World Customs
Organization and provided with facilitation and preferential policies for customs clearance
“AFRC” Accounting and Financial Reporting Council of Hong Kong
“AGV” automated guided vehicle a transport vehicle with handling function that can travel
automatically along a prescribed path
“Articles of Association” the articles of association of our Company adopted on August 17 2023 with effect upon
Listing (as amended from time to time)
“associate(s)” has the meaning ascribed thereto under the Listing Rules of SEHK
“Audit Committee” the audit committee of the Board
“Board” or “Board of Directors” the board of Directors of the Company
“Board of Supervisors” the board of Supervisors of the Company
“B2B” business to business
“B2C” business to customer
“Business Day” a day on which banks in Hong Kong are generally open for normal business to the public
and which is not a Saturday Sunday or public holiday in Hong Kong
“China” or “the PRC” the People’s Republic of China except where the content or context requires otherwise“China Federation of Logistics & China Federation of Logistics & PurchasingPurchasing”
“CG Code” the Corporate Governance Code as set out in the Appendix C1 to the Listing Rules of
SEHK“Cold Chain Logistics Committee Cold Chain Logistics Committee of China Federation of Logistics & Purchasingof China Federation of Logistics& Purchasing”
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) as amended
supplemented or otherwise modified from time to time
236 S.F. Holding Co. Ltd. Annual Report 2025Definitions
“Company” or “SF” S.F. Holding Co. Ltd. (順豐控股股份有限公司) formerly registered under the name
Maanshan Dingtai Rare Earth & New Materials Co. Ltd.* (馬鞍山鼎泰稀土新材料股份有
限公司) a joint stock company with limited liability established in the PRC on May 22
2003 the A Shares of which have been listed on the Shenzhen Stock Exchange (stock
code: 002352.SZ) and the H Shares of which have been listed on the Hong Kong Stock
Exchange (stock code: 6936.HK)
“connected person(s)” has the meaning ascribed thereto under the Listing Rules of SEHK
“connected transaction(s)” has the meaning ascribed thereto under the Listing Rules of SEHK
“Controlling Shareholder(s)” has the meaning ascribed thereto under the Listing Rules of SEHK
“CSRC” China Securities Regulatory Commission“customers with active credit customers that have a credit account with us and transacted with us within the mostaccounts” recent six-month period among which substantially all are business accounts
“Director(s)” the director(s) of our Company
“express logistics” includes the Company’s time-definite express economy express freight delivery cold
chain and pharmaceuticals logistics and intra-city on-demand delivery business
“Ezhou cargo hub” the air cargo hub located in Ezhou Hubei Province which mainly comprises of Ezhou
Huahu International Airport and our logistics complex
“Fenghao Supply Chain” the business entities acquired by the Company from DHL that engage in supply chain
business in Chinese Mainland Hong Kong and Macau
“Fengyi Technology” Fengyi Technology (Shenzhen) Co. Ltd. (豐翼科技(深圳)有限公司) an indirect non-wholly
owned subsidiary of the Company
“Fengwang” or “Fengwang Shenzhen Fengwang Express Co. Ltd. (深圳豐網速運有限公司) which mainly engagesExpress” in the economy express service under the franchise model. In June 2023 the Company
completed the disposal of its Fengwang Express business by selling all the equity in its
parent company
“Frost & Sullivan” Frost & Sullivan (Beijing) Inc. Shanghai Branch Co.“F&S Report” the industry report prepared by Frost & Sullivan which the Company commissioned Frost
& Sullivan to prepare on the global logistics market
“GDP” gross domestic product
“Group” our Company and its subsidiaries
“H Share(s)” overseas listed foreign ordinary share(s) in the share capital of our Company with a
nominal value of RMB1.00 each which are listed on the Hong Kong Stock Exchange
and traded in HKD
“H Share Registrar” Tricor Investor Services Limited
“H Shares Listing Date” November 27 2024
Annual Report 2025 S.F. Holding Co. Ltd. 237Definitions
“HKFRS(s)” Hong Kong Financial Reporting Standards amendments and interpretations issued by
the Hong Kong Institute of Certified Public Accountants
“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC
“Hong Kong dollars” or “HKD” Hong Kong dollars and cents respectively the lawful currency of Hong Kong
“Hong Kong Stock Exchange” or The Stock Exchange of Hong Kong Limited a wholly-owned subsidiary of Hong Kong
“SEHK” Exchanges and Clearing Limited
“IASB” International Accounting Standards Board
“IFRS” the IFRS Accounting Standards which as collective term includes all applicable individual
International Financial Reporting Standards International Accounting Standards and
Interpretations issued by the IASB
“IVD” abbreviation for in vitro diagnostics products and services for obtaining clinical diagnostic
information through testing on human samples
“J&T Express” J&T Global Express Limited (極兔速遞環球有限公司) an exempted company incorporated
in the Cayman Islands with limited liability on October 24 2019 the shares of which are
listed on the Hong Kong Stock Exchange (stock code: 1519.HK)
“KA” the type of customers that are defined as key accounts in the Company’s customer
management system
“KEX” KEX Express (Thailand) Public Company Limited a company listed on the Stock Exchange
of Thailand (stock code: KEX.BK) and a holding subsidiary of the Company
“KLN” KLN Logistics Group Limited a company listed on the Main Board of the Hong Kong
Stock Exchange (stock code: 0636.HK) and a holding subsidiary of the Company
“Listing Rules of SEHK” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited (as amended supplemented or otherwise modified from time to time)“logistics and freight forwarding includes the Company’s time-definite express economy express freight delivery coldservices” chain and pharmaceuticals logistics intra-city on-demand delivery and supply chain and
international business
“lower-tier markets” generally refers to the market in third- or lower-tier cities counties towns and rural areas
or the market where customers place greater emphasis on cost-effectiveness
“LTL” less-than-truckload the transportation of goods that do not require a full truckload
“Mingde Holding” Shenzhen Mingde Holding Development Co. Ltd.* (深圳明德控股發展有限公司) a limited
liability company established under the laws of the PRC on November 5 1997 one of
our Controlling Shareholders
“Model Code” the Model Code for Securities Transactions by Directors of Listed Issuers contained in
Appendix C3 to the Listing Rules of SEHK
“NAFR” National Administration of Financial Regulation of the PRC (中華人民共和國國家金融監
督管理總局) (which was established on the basis of the China Banking and Insurance
Regulatory Commission (中國銀行保險監督管理委員會))
“Nomination Committee” the nomination committee of the Board
238 S.F. Holding Co. Ltd. Annual Report 2025Definitions
“O2O” online to offline a business model or marketing strategy that guides consumers to a
brick-and-mortar store (offline) for consumption or experience through the Internet (online)
“PRC Company Law” the Company Law of the People’s Republic of China (中華人民共和國公司法)
“PRC GAAP” Generally accepted accounting principles of the PRC
“Prospectus” the prospectus of the Company dated November 19 2024
“PTL” Partial Truckload the transportation of goods that are relatively large in volume but still
not sufficient for a full truckload requiring consolidated shipping
“RCEP” Regional Comprehensive Economic Partnership
“Reporting Period” from January 1 2025 to December 31 2025
“reverse logistics” logistics services that manage the movement of goods from consumers back to
manufacturers or sellers generally for purposes including returns recycling or repairs
“Risk Management Committee” the risk management committee of the Board
“RPA” Robotic Process Automation“Remuneration and Appraisal the remuneration and appraisal committee of the BoardCommittee”
“RMB” Renminbi the lawful currency of the PRC
“R&D” research and development
“SaaS” abbreviation for Software as a Service a business delivery model in which software is
licensed on a subscription basis and is centrally hosted“Securities and Futures the Securities and Futures Commission of Hong KongCommission” or “SFC”
“standardized portfolio service” standardized integrated logistics service solution created by combining a wide range
of products and technological capabilities to meet the needs of customers in specific
scenarios
“SF Express” S.F. Express Co. Ltd.* (順豐速運有限公司) an indirect wholly-owned subsidiary of the
Company
“SF Express (Group)” SF Express (Group) Limited* (順豐速運(集團)有限公司) the predecessor of Mingde Holding
“SF Holding (Group)” SF Holding (Group) Co. Limited* (順豐控股(集團)股份有限公司) the predecessor of SF
Taisen
“SF Holding (HK)” SF Holding (HK) Limited (順豐控股(香港)有限公司) an indirect wholly-owned subsidiary
of the Company formerly known as SF Holding Limited (順豐控股有限公司)
“SF Intra-city” or “Intra-city Hangzhou SF Intra-city Industrial Co. Ltd. (杭州順豐同城實業股份有限公司) a companyIndustrial” listed on the Main Board of the Stock Exchange (stock code: 9699.HK) an indirect non-
wholly-owned subsidiary of the Company
“SF REIT” SF Real Estate Investment Trust a company listed on the Main Board of the Stock
Exchange (stock code: 2191.HK) is an associate of the Company
Annual Report 2025 S.F. Holding Co. Ltd. 239Definitions
“SF Taisen” Shenzhen S.F. Taisen Holding (Group) Co. Ltd.* (深圳順豐泰森控股(集團)有限公司)
previously known as SF Holding (Group) Co. Limited* (順豐控股(集團)股份有限公司) a
direct wholly-owned subsidiary of the Company
“SF Technology” SF Technology Co. Ltd.* (順豐科技有限公司) an indirect wholly-owned subsidiary of
the Company
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as
amended supplemented or otherwise modified from time to time
“SKA” the type of customers that are defined as strategic key accounts in the Company’s
customer management system
“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 Share(s)
“Shenzhen Stock Exchange” Shenzhen Stock Exchange
“Shenzhen Weishun” Shenzhen Weishun Enterprise Management Co. Ltd.*(深圳市瑋順企業管理有限公司) a
limited liability company established under the laws of the PRC on January 31 2023
one of our Controlling Shareholders and owned as to 100% by Mingde Holding as of the
Latest Practicable Date
“SME” the type of customers that are defined as small and medium enterprise customers in the
Company’s customer management system
“Strategy Committee” the strategy committee of the Board
“subsidiary(ies)” has the meaning ascribed thereto under the Listing Rules of SEHK
“substantial shareholder(s)” has the meaning ascribed thereto under the Listing Rules of SEHK
“Supervisor(s)” member(s) of the Board of Supervisors“supply chain and international includes the Company’s international express international cargo and freight forwardingbusiness” business and supply chain business
“SXH China Logistics” the business entities acquired by the Company from HAVI China Holding LLC that engage
in cold chain business in Chinese Mainland Hong Kong and Macau
“TEU” twenty-foot equivalent unit a standard unit of measurement of the volume of a container
with a length of 20 feet height of eight feet six inches and width of eight feet“the e-commerce-driven the process of various agricultural products produced in rural areas being delivered fromdistribution of agricultural the fields to urban consumers through modern information technologies such as theproducts” Internet and e-commerce platforms and other channels
“US dollar(s)” or “USD” United States dollars the lawful currency of the United States“2022 Stock Option Incentive the stock option incentive plan approved and adopted by the Company on April 28 2022Plan” selected participants including Directors and members of senior management team key
management members and key staff
“3C electronics” computer communication and consumer electronics
“%” per cent
240 S.F. Holding Co. Ltd. Annual Report 2025
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