J&T EXPRESS-W (01519) intends to subscribe for 226 million H shares of S.F. Holding and issue 822 million B class shares to S.F. Holding.

J&T EXPRESS-W (01519) announced on January 15, 2026 (before trading hours) that the company has entered into a share subscription agreement with S.F. Holding (06936), whereby the company conditionally agrees to subscribe and S.F. Holding conditionally agrees to issue 226 million shares of S.F. Holding H shares at a subscription price of HK$36.74 per share; and the company conditionally agrees to issue and S.F. Holding conditionally agrees to subscribe for 822 million Class B shares at an issue price of HK$10.10 per share, all subject to the terms and conditions of the share subscription agreement. Upon completion, the company will hold approximately 4.29% of the enlarged issued shares of S.F. Holding after the issuance and subscription of shares, therefore, S.F. Holding will not become a subsidiary of the company and its financial performance will not be consolidated into the company's financial statements. The total consideration for the proposed subscription is approximately HK$8.299 billion, with a subscription price of HK$36.74 per share of S.F. Holding H shares. The company will use the proceeds from the issuance of consideration shares under general mandate to pay for the proposed subscription. The consideration shares for a total of 822 million Class B shares represent approximately 9.15% of the company's issued share capital as of the date of this announcement, and approximately 8.45% of the enlarged issued share capital. The consideration shares, when issued, will have equal rights with the existing issued shares in all respects. The company will apply to the Stock Exchange for the approval of the listing and trading of the consideration shares. The group is a global logistics service operator that has experienced rapid growth in multiple countries. Along with its establishment in China, the group has accumulated strong local operational experience and a solid network infrastructure in one of the world's fastest-growing regions, Southeast Asia. Additionally, by replicating its successful experiences in several countries, the group actively expands its express delivery business into emerging markets, which are experiencing rapid growth in demand for supply chain exports and cross-border e-commerce logistics from China. S.F. Holding is the largest logistics service provider in China and Asia and the fourth largest globally, ranking 393rd on the Fortune Global 500 list. S.F. Holding provides domestic and international end-to-end integrated logistics solutions for customers, with a wide global service network covering approximately 200 countries and regions, leading in multiple logistics segments. Leveraging its leading technological research and development capabilities, S.F. Holding empowers customers with technology to build safe and efficient intelligent supply chain systems, aiming to become a respected global leader in digital logistics solutions and services. This transaction has significant strategic importance for the group. Through this investment, the group and S.F. Holding can establish a solid foundation of trust to deepen cooperation, expand the group's service and network coverage to benefit its customers. In terms of international business, the group has a strong last-mile delivery network layout and local operational experience overseas, combined with S.F. Holding's core resources and mature operational system in cross-border first-mile and trunk routes, can further expand the network coverage and product competitiveness of end-to-end cross-border business. In terms of domestic business, the group and S.F. Holding have significant complementary capabilities in network resources, differentiated product structures, and customer groups, and cooperation will help both parties expand their service boundaries. Overall, this synergy aligns closely with the group's strategic direction and will provide strong support for enhancing the group's comprehensive competitiveness in the global logistics market.