Port communicationSF Express’s overall operation plan for borrowing Dingtai New Materials (practical practical information) May 22, 2025，All shareholders of SF Holding (Mingde Holdings、Jiaqiang Shunfeng、Recruit investment、Yuanhe Shunfeng、Ancient Jade Qiu Chuang、shunxinfenghe、Shunda Fengrun) and Dingtai New Materials、Liu Jilu and his party acting in concert Liu Lingyun signed the "Agreement on Major Asset Replacement and Share Issuance to Purchase Assets"，This means that SF Express’ backdoor purchase of Dingtai New Materials has officially begun.。
SF Express backdoor overall operation plan 1、The purpose of this transaction is to pass this transaction，The original profitability of listed companies is weak，Overall placement of businesses with unclear future development prospects，At the same time, strong profitability is injected into，Express logistics-related businesses with broad development prospects，Realize the transformation of the main business of listed companies，Fundamentally improve the company's operating conditions，Enhance the company's continued profitability and development potential，Improve the company's asset quality and profitability，To maximize the interests of shareholders of listed companies。
through this transaction，The company will hold 100% of the equity of SF Holding，Pursuant to the Profit Forecast Compensation Agreement，The performance committer promises that after the completion of this major asset restructuring,，SF Holding in 2025、2025year、2025The annual net profit attributable to the owners of the parent company after deducting non-recurring gains and losses shall be no less than 2.18 billion yuan.、28billion and 3.48 billion yuan，The specific amount is determined by the parties to the transaction based on the relevant predicted net profit amount in the asset valuation report issued by the hired valuation agency with securities qualifications.。
therefore，After the transaction is completed，The profitability of listed companies will be significantly improved，Conducive to protecting the interests of all shareholders, especially small and medium shareholders，Achieve a win-win situation for all stakeholders。through this transaction，SF Holding will obtain an A-share financing platform，Can further promote the business development of SF Holding、Enhance its comprehensive competitiveness and industry status in the industry，Provide impetus for subsequent development，Maximizing the interests of shareholders of listed companies。
two、Specific plans for this transaction This transaction plan includes (1) major asset replacement；(2) Issuance of shares to purchase assets；(3) Raising supporting funds。The above-mentioned major asset replacement and the issuance of shares to purchase assets are conditional on each other.，Together they form an integral part of this transaction.，Any item that cannot be implemented due to lack of regulatory approval，then another transaction will not be implemented。
Raising supporting funds will be implemented on the basis of the first two transactions.，The final success or failure will not affect the implementation of the first two transactions.。The main contents of this transaction are as follows：(1) Major Asset Replacement Dingtai New Materials will replace all assets and liabilities as of the base date of asset valuation to be acquired with the equivalent of 100% equity of SF Holding held by all shareholders of SF Holding.。Taking December 31, 2025 as the base date，The estimated value of the assets acquired in this transaction is 810 million yuan。
Taking into account the proposed cash dividend of RMB 16.3445 million in the "Proposal on the Profit Distribution Plan for 2025" reviewed and approved by the company's shareholders' meeting on May 17, 2025，Pursuant to the "Asset Purchase Agreement for Major Asset Replacement and Issuance of Shares"，After friendly negotiation between the parties to the transaction，Based on the estimated value of the assets to be acquired and deducting the above planned cash dividend distribution，The assets acquired in this transaction were initially priced at RMB 800 million.。
Transaction parties agree，The final transaction price of the assets sold is based on the appraisal value stated in the relevant appraisal report of the assets sold by an appraisal agency with securities and futures business qualifications.，Determined through negotiation between the parties to the transaction。Taking December 31, 2025 as the base date，The estimated value of 100% equity of the assets to be purchased in this transaction is 44.8 billion yuan.。Due to the shareholders’ meeting held by SF Holdings on May 3, 2025，Resolution to distribute 1.5 billion yuan in cash dividends。
Pursuant to the "Asset Purchase Agreement for Major Asset Replacement and Issuance of Shares"，After friendly negotiation between the parties to the transaction，Based on the estimated value of the assets to be placed and deducting the above-mentioned cash dividend distribution to be implemented，The initial price for this transaction of 100% equity of SF Holding is 43.3 billion yuan.。
Transaction parties agree，The final transaction price of the inserted assets is based on the appraisal value stated in the relevant appraisal report of the inserted assets issued by an appraisal agency with securities and futures business qualifications.，Determined through negotiation between the parties to the transaction。(2) The issuance of shares to purchase assets must be agreed upon by all parties to the transaction.，The assets to be acquired in this transaction are initially priced at RMB 800 million.，The assets to be placed are initially valued at RMB 43.3 billion.，The difference between the two is 42.5 billion yuan。
The difference between the purchased assets and the purchased assets will be purchased by the company from all shareholders of SF Holding by issuing shares.。1、Issuance price and pricing basis. The base date for pricing of assets purchased through this issuance of shares is the date of announcement of the resolution of the 13th meeting of the company’s third board of directors.，The share issuance price of this issuance of shares to purchase assets is 21.66 yuan/share.，Not less than 90% of the average stock price in the 60 trading days before the pricing base date。
2025May 17，The company held the 2025 annual shareholders meeting，Considered and approved the "Proposal on the Profit Distribution Plan for 2025"，The company is based on the company’s total share capital of 116,746,170 shares as of December 31, 2025，Cash dividend of RMB 1.40 per 10 shares (tax included)，The total amount of cash dividends is RMB 16.3445 million，At the same time, 10 shares will be transferred to all shareholders for every 10 shares with capital reserve.。
ex-rights、After ex-dividend adjustment，The issuance price of the shares purchased this time is 10.76 yuan/share.。The period from the pricing base date to the issuance date，If the company pays other dividends、Send bonus shares、Ex-dividends such as capital increase or allotment of shares、ex-rights action，The issuance price will be adjusted accordingly。2、The initial price of the assets to be purchased in this transaction is RMB 800 million.，The assets to be placed are initially valued at RMB 43.3 billion.，The difference between the two is 42.5 billion yuan。
Calculated based on the stock price of this issuance of 10.76 yuan/share，The number of shares to be issued this time is approximately 3,949,814,100 shares。During the period from the pricing base date to the issuance date，If a listed company pays dividends、Bonus shares、Ex-rights such as transfer to share capital or allotment of shares、ex-dividend behavior，The above issuance quantity will be adjusted accordingly in accordance with relevant rules.。
3、During the lock-up period, the counterparty to this transaction, Mingde Holdings, has committed：(1) The shares of Dingtai New Materials subscribed in this reorganization shall not be transferred within 36 months from the date when the shares are registered in the name of Mingde Holdings；(2) When the aforementioned lock-up period expires，If SF Holdings fails to achieve the promised net profit as stipulated in the "Profit Forecast Compensation Agreement", Mingde Holdings must perform share compensation obligations to Dingtai New Materials and such share compensation obligations have not yet been completed.，The above-mentioned lock-up period is extended to the date when Mingde Holdings completes its share compensation obligations under the "Profit Forecast Compensation Agreement"；(3) Within 6 months after the completion of this reorganization，For example, the closing price of Dingtai New Materials' stock has been lower than the issuance price for 20 consecutive trading days.，Or the closing price at the end of 6 months after the completion of this restructuring is lower than the issuance price.，The lock-up period of the stocks held by Mingde Holdings will be automatically extended for 6 months (if Dingtai New Materials pays dividends during the above period)、Bonus shares、Ex-rights and dividends such as capital increase or allotment of shares，Then the aforementioned issuance price is calculated as ex-dividend、Price calculation after adjustment for ex-rights and other factors)；(4) After the transaction is completed，The Dingtai New Materials shares subscribed by Mingde Holdings in this reorganization are due to the distribution of stock dividends by Dingtai New Materials.、Shares derived from the transfer of capital reserves to share capital and other situations shall also comply with the above-mentioned share restriction arrangements.；(5) If the lock-up period of the shares subscribed by Mingde Holdings in this reorganization is inconsistent with the latest regulatory opinions of the securities regulatory authorities，Mingde Holdings will make corresponding adjustments based on the regulatory opinions of the securities regulatory authorities.。
The counterparty of this transaction, Jiaqiang Shunfeng、Recruit investment、Yuanhe Shunfeng、Ancient Jade Qiu Chuang、Shunda Fengrun、Shunxin Fenghe Commitment：(1) If the shares of Dingtai New Materials obtained in this reorganization，He has held SF Holding shares (based on the completion date of industrial and commercial registration) for less than 12 months from the date when the relevant shares were registered in his name to the expiration date of 36 months and before the date when performance compensation obligations (if any) are fulfilled (whichever is later) (if there is no performance compensation obligation)，then the date of announcement of the special audit report on promised performance) shall not be transferred。
(2) If the shares of Dingtai New Materials obtained in this reorganization，He has held SF Holding shares (based on the completion date of industrial and commercial registration) for 12 months and shall not transfer them within 12 months from the date when the relevant shares are registered in his name.，After the expiration of the aforementioned period，The shares of Dingtai New Materials held will be unlocked in installments according to the following proportions：①The first issue：The expiry date of 12 months from the date when the Dingtai New Materials shares are registered in his name and the date when the first-year compensation obligation (if any) for the performance commitment is completed (if there is no performance compensation obligation)，is the date when the special audit report on promised performance is announced) (whichever is later)，30% of the total number of additional shares it obtained this time (deducting the compensation part，If available) can be unlocked；②Second issue：The date on which the performance compensation obligation (if any) for the second year of the performance commitment is completed (if there is no performance compensation obligation)，is the date when the special audit report on promised performance is announced) (whichever is later)，30% of the total number of additional shares it obtained this time (deducting the compensation part，If available) can be unlocked；③The third issue，The date on which performance compensation obligations (if any) in the third year of performance commitments (if any) are completed (if there is no performance compensation obligation)，is the date when the special audit report on promised performance is announced)，40% of the total number of additional shares it obtained this time (deducting the compensation part，If available) can be unlocked。
(3) Within 6 months after the completion of this reorganization，For example, the closing price of Dingtai New Materials' stock has been lower than the issuance price for 20 consecutive trading days.，Or the closing price at the end of 6 months after the completion of this restructuring is lower than the issuance price.，The lock-up period of the stocks held by it will be automatically extended for 6 months (if Dingtai New Materials pays dividends during the above period)、Bonus shares、Ex-rights and dividends such as capital increase or allotment of shares，Then the aforementioned issuance price is calculated as ex-dividend、Price calculation after adjustment for ex-rights and other factors)。
(4) After the transaction is completed，The Dingtai New Materials shares it subscribed for in this reorganization were due to the distribution of stock dividends by Dingtai New Materials.、Shares derived from the transfer of capital reserves to share capital and other situations shall also comply with the above-mentioned share restriction arrangements.。
(3) Raising supporting funds 1、Issuance price and pricing basis: The base date for pricing of shares issued under this supporting financing is the date of announcement of the resolution of the 13th meeting of the third session of the Board of Directors of the company.，The issuance price shall not be lower than 90% of the average trading price of the company's stock in the 20 trading days before the pricing base date.，That is, no less than 11.03 yuan/share (after ex-rights、After ex-dividend adjustment)。
The final issuance price will be determined after the transaction is approved by the China Securities Regulatory Commission.，By the company's board of directors in accordance with the authorization of the general meeting of shareholders，in accordance with relevant laws、Provisions on administrative regulations and normative documents，Determined based on market inquiry results。The period from the pricing base date to the issuance date，If the company pays dividends、Send bonus shares、Ex-dividends such as capital increase or allotment of shares、ex-rights action，The issuance price will be adjusted accordingly。
From the date of announcement of the company’s shareholders’ meeting resolution to review this transaction until this transaction is approved by the China Securities Regulatory Commission，The company's board of directors may decide based on the price trend of the company's stock in the secondary market.，and convene a board meeting through legal procedures (the announcement date of the board resolution shall be the price adjustment base date)，Make an adjustment to the floor price of the issuance of supporting funds for this issuance of shares，The adjusted issuance floor price is 90% of the average trading price of the company's stock in the 20 trading days before the price adjustment base date.。
2、Issuance quantity The total amount of supporting funds to be raised in this transaction shall not exceed RMB 8,000,000.。Calculated based on the lowest price of this issuance，The number of shares issued to no more than 10 other specific investors shall not exceed 725.9547 million shares。The final issuance quantity will be determined based on the final issuance price。
During the period from the pricing base date to the issuance date，If a listed company pays dividends、Bonus shares、Ex-rights such as transfer to share capital or allotment of shares、ex-dividend behavior，The above issuance quantity will be adjusted accordingly in accordance with relevant rules3、During the lock-up period, the supporting funds raised this time will be issued through price inquiry.，The shares subscribed by the issuance target shall not be transferred within 12 months from the date of completion of the issuance.，It will then be implemented in accordance with the relevant regulations of the China Securities Regulatory Commission and Shenzhen Stock Exchange.。
(4) Assets placed and placed in the profit and loss arrangement during the transition period shall be audited on the delivery base date，In accordance with the "Major Asset Replacement and Share Issuance Agreement to Purchase Assets", the enjoyment or responsibilities of the relevant asset gains and losses shall be clarified.。
From the base date to the delivery base date，The profits or losses arising from the operation of the acquired assets and the changes in equity caused by any reason shall be enjoyed or borne by all shareholders of SF Holding.；The profits generated from the operation of the invested assets are enjoyed by the listed company (excluding the 1.5 billion yuan in cash dividends that SF Holding has convened a shareholders' meeting to resolve after the base date，Such profits are enjoyed by all shareholders of SF Holding)，Losses will be borne by all SF Holding shareholders in proportion to their shareholdings in SF Holding when they signed the "Major Asset Replacement and Share Issuance Agreement to Purchase Assets"，After the completion of this transaction, the listed company or SF Holding will be compensated in cash.。
three、Nature of this transaction (1) This transaction constitutes a major asset reorganization. Unaudited total assets at the end of the most recent year of the assets to be purchased in this transaction.、The proportion of net assets and operating income in the most recent year to relevant indicators in the audited consolidated financial report of the listed company in the most recent fiscal year is as follows:：unit：The transaction amount of the 10,000-yuan project Dingtai New Materials SF Holding is calculated based on indicators. Total assets 88,541.153,471,657.334,330,000.004,330,000.004,890.38% Net assets 70,800.221 ,369,573.624,330,000.004,330,000.006,115.80% Operating income 66,846.554,810,115.48-4,810,115.487,195.76% As can be seen from the above table，According to the provisions of the "Reorganization Management Measures"，This transaction constitutes a major asset reorganization。
at the same time，This transaction involves the issuance of shares to specific objects to purchase assets.，According to the provisions of Article 47 of the "Reorganization Management Measures"，This transaction needs to be submitted to the China Securities Regulatory Commission’s Listed Company Mergers, Acquisitions and Reorganization Review Committee for review and approved by the China Securities Regulatory Commission before it can be implemented.。(2) This transaction constitutes a backdoor listing. After the completion of this transaction，The actual controller of the listed company was changed to Hong Kong Xintong-。
In this transaction，The higher value of the total assets and the transaction amount of the assets to be purchased is 43.3 billion yuan.，Accounting for 4,890.38% of the listed company’s total assets of RMB 885.4115 million at the end of 2025，More than 100%；In accordance with the provisions of Article 13 of the "Reorganization Management Measures"，This transaction constitutes a backdoor listing，It needs to be submitted to the China Securities Regulatory Commission’s Listed Company Mergers, Acquisitions and Reorganization Review Committee for review and approved by the China Securities Regulatory Commission before it can be implemented.。
For details on the compliance of this reorganization with Article 13 of the "Reorganization Management Measures" and other relevant provisions, please refer to "Part 2 of "Chapter 9 Compliance Analysis of this Transaction" of this plan.、This transaction complies with the provisions of Article 13 of the "Reorganization Management Measures"。(3) This transaction constitutes a related transaction. After the completion of this transaction，Mr. Wei will become the actual controller of the listed company，Mingde Holdings will become the controlling shareholder of the listed company。
According to the "Reorganization Management Measures" and the "Listing Rules"，This transaction is a transaction between the company and the potential controlling shareholder，constitute related transactions，Related parties need to avoid voting in relevant decision-making procedures。
Four、The main contents of the contracts related to this transaction (1) Major asset replacement and asset purchase agreement through issuance of shares 1、Contract subject and signing time Contract subject：Dingtai New Materials、All shareholders of SF Holding (Mingde Holdings、Jiaqiang Shunfeng、Recruit investment、Yuanhe Shunfeng、Ancient Jade Qiu Chuang、shunxinfenghe、Shunda Fengrun)、Liu Jilu and his person acting in concert Liu Lingyun；Signing time：2025May 22nd 2、Major Asset Replacement Dingtai New Materials will replace all assets and liabilities (as purchased assets) with the equivalent of 100% of the equity held by all shareholders of SF Holding (as purchased assets)。
Taking December 31, 2025 as the base date，The estimated value of the assets acquired in this transaction is 810 million yuan。
Taking into account the proposed cash dividend of RMB 16.3445 million in the "Proposal on the Profit Distribution Plan for 2025" reviewed and approved by the company's shareholders' meeting on May 17, 2025，After friendly negotiation between the parties to the transaction，Based on the estimated value of the assets to be acquired and deducting the above planned cash dividend distribution，The assets acquired in this transaction were initially priced at RMB 800 million.。
Taking December 31, 2025 as the base date，The estimated value of the assets to be placed is 44.8 billion yuan，Due to the shareholders’ meeting held by SF Holdings on May 3, 2025，Resolution to distribute 1.5 billion yuan in cash dividends，After friendly negotiation between the parties to the transaction，Based on the estimated value of the assets to be placed and deducting the above-mentioned cash dividend distribution to be implemented，The initial price for this transaction of 100% equity of SF Holding is 43.3 billion yuan.。
The final transaction price of the put-in assets and placed-in assets is based on the appraisal value stated in the appraisal report of the put-out assets and placed-in assets issued by an appraisal agency with securities and futures business qualifications.，Determined through negotiation between Party A and Party B。Dingtai New Materials will issue shares to all shareholders of SF Holding to purchase the difference between the price of the purchased assets and the purchased assets.。
3、Dingtai New Materials issued shares to purchase assets and paid the replacement difference to all shareholders of SF Holding through non-public issuance of shares ("Consideration Shares")，The type of consideration shares is domestically listed RMB ordinary shares (A shares)，The par value per share is RMB 1.00.。The issuance price of the shares in this issuance is 90% of the average stock trading price in the 60 trading days before the Dingtai New Materials Pricing Base Date，That is 21.66 yuan/share。
2025May 17，Dingtai New Materials held the 2025 annual shareholders meeting，Considered and approved the "Proposal on the Profit Distribution Plan for 2025"，Dingtai New Materials plans to use the total share capital of 116,746,170 shares as of December 31, 2025 as the base，Cash dividend of RMB 1.40 per 10 shares (tax included)，The total amount of cash dividends is RMB 16.3445 million，At the same time, 10 shares will be transferred to all its shareholders for every 10 shares with capital reserves.。
ex-rights、After ex-dividend adjustment，The share issuance price is adjusted to 10.76 yuan/share。During the period from the pricing base date to the stock issuance date of this issuance，Dingtai New Materials shares issued other dividends、Send bonus shares、Ex-rights such as transfer to share capital or allotment of shares、Ex-dividend events，The issuance price of this issuance will be adjusted accordingly in accordance with the relevant rules of the Shenzhen Stock Exchange.，The number of shares issued will also be adjusted accordingly.。
The final issuance price still needs to be reviewed and approved by Dingtai New Materials’ shareholders’ meeting and approved by the China Securities Regulatory Commission.。
The specific adjustment methods for the issuance price are as follows:：Assume that the issue price before adjustment is P0，The number of bonus shares or capital increase per share is N，The number of new shares issued or allotted shares per share is K，The new share price or allotment price is A，The dividend per share is D，The adjusted issuance price is P1 (the adjustment value is retained to two decimal places)，The last digit is rounded off)，but：The final issuance price still needs to be reviewed and approved by Dingtai New Materials’ shareholders’ meeting and approved by the China Securities Regulatory Commission.。
The number of shares issued this time is determined based on the difference between the pricing of the purchased assets and the purchased assets divided by the issuance price.。Dingtai New Materials determines the value of its respective assets for asset replacement and its share of equity in the inserted assets based on its shareholding ratio in SF Holding.。
The calculation formula for the number of new shares of Dingtai New Materials acquired by any shareholder of SF Holding through this transaction is:：The number of new shares obtained by any shareholder of SF Holding = (price of asset placement transaction - price of asset purchase transaction)。
Except for Mingde Holdings，The number of consideration shares obtained by any shareholder of SF Holdings calculated based on the foregoing formula is accurate to the nearest share.，The number of consideration shares is less than one share，It voluntarily transferred the remainder to Mingde Holdings.，The final number of shares obtained by Mingde Holdings is also accurate to the number of shares.。The final issuance amount still needs to be reviewed and approved by Dingtai New Materials’ shareholders’ meeting and approved by the China Securities Regulatory Commission.。
Regarding the arrangements for all shareholders of SF Holding to lock in the new shares acquired this time，For details, see “2” in this chapter、"3. Lock-up Period" of "(2) Issuance of Shares to Purchase Assets" in "Specific Plan for this Transaction"。
4、For the delivery of purchased assets and purchased assets, Dingtai New Materials determines or establishes a limited liability company (hereinafter referred to as the "undertaken company")，To take over the assets included in the acquired assets、Liabilities、Personnel and business (hereinafter referred to as "asset injection")，and started various preliminary preparations for asset injection.。After all shareholders of Dingtai New Materials and SF Holding have confirmed in writing the completion of the asset injection,，Then go through the industrial and commercial change procedures for the purchased assets。
The above asset injection and disposal work shall be completed within 60 working days after the "Major Asset Replacement and Share Issuance Purchase Asset Agreement" takes effect (or other dates agreed in writing by all parties)。
If the aforementioned assets cannot be disposed of during this period,，All shareholders of SF Holding will not claim relevant rights，Dingtai New Materials and all shareholders of SF Holding will separately negotiate the handling method (but the delivery procedures of the assets to be placed in this transaction and the issuance and registration procedures of the new shares shall not be delayed)。
The counterparty to the transaction shall complete the industrial and commercial change procedures for the assets placed within 60 trading days after the "Major Asset Replacement and Issuance of Shares Purchase Asset Agreement" takes effect (or other dates agreed in writing by the parties to the transaction)。The counterparty changed the industrial and commercial shares of SF Holding held by it respectively to the name of Dingtai New Materials，And confirmed by Dingtai New Materials，It is deemed that the counterparty has fulfilled its obligation to deliver the inserted assets.。
5、For details about the transition period and the profit and loss agreement during the period, please refer to "Part 2" of this chapter.、"(4) Profit and Loss Arrangements during the Transition Period" of "Specific Plan for this Transaction"。6、Personnel placement: Handle the labor and social security relationship transfer of existing employees of Dingtai New Materials based on the principle of "people follow the assets"，All employees related to the acquired assets (including all relevant senior managers and ordinary employees) will be placed by the undertaking company.。
For the relevant employees of the subsidiaries of Dingtai New Materials involved in the asset purchase，This major asset reorganization will not change the labor contract relationship between these employees and their workplace.，The original labor contract relationship continues to be valid。For relevant employees of SF Holding involved in the placement of assets，This major asset reorganization will not change the labor contract relationship between these employees and their workplace.，The original labor contract relationship continues to be valid。
After the completion of this major asset restructuring,，Dingtai New Materials will re-employ senior managers and staff required for company operations。7、Disposal of claims and debts disposes of all claims contained in the assets、All debts are transferred to the undertaking company to be owned or borne；Place all claims contained in the asset、The debt will still be enjoyed or borne by SF Holding in accordance with relevant agreements.。
8、Liability for breach of contract after the "Major Asset Replacement and Share Issuance Purchase Asset Agreement" takes effect，Except for force majeure factors，Any party to the agreement (herein referred to as the "breaching party") fundamentally violates the agreement，Resulting in the failure to complete this transaction (hereinafter referred to as "fundamental breach")，then the other party (herein referred to as the "breaching party") has the right to
Require
The breaching party bears liability for breach of contract，The amount of liquidated damages to be paid is RMB 30 million.，If the liquidated damages are insufficient to compensate for the actual economic losses of the non-breaching party,，The breaching party shall further compensate the non-breaching party in full for the difference.，If there is any breach of contract other than a fundamental breach of contract，The breaching party shall then be responsible for the actual economic losses suffered by the non-breaching party.，Fully compensate the non-breaching party。
9、Effective conditions Statements and warranty terms of the parties in the "Major Asset Replacement and Share Issuance Agreement to Purchase Assets"、The breach of contract liability clause and confidentiality clause will take effect upon signing of the agreement.，Other terms shall take effect from the date when all the following conditions are fulfilled：(1) All parties to the agreement complete the signing of the agreement；(2) Dingtai New Materials Board of Directors、The general meeting of shareholders approved this major asset reorganization；(3) The respective internal decision-making bodies of all shareholders of SF Holdings approved this major asset replacement and this issuance.；(4) China Securities Regulatory Commission approves major asset swaps、Plan to issue shares to purchase assets；(5) The shareholders’ meeting of Dingtai New Materials agreed that Mingde Holdings would be exempted from increasing its holdings in Dingtai New Materials by way of tender offer.；(6) SF Holding has been changed into a limited liability company in accordance with the law。
10、Changes and Removal Conditions Changes and Modifications of the "Major Asset Replacement and Share Issuance Asset Purchase Agreement"，Should be agreed upon by all parties to the agreement and made in writing。Changes and modifications to the Agreement form an integral part of the Agreement。
The agreement is terminated for the following reasons：(1) The agreement cannot be performed due to force majeure，The agreement is terminated upon written confirmation by all parties to the agreement.；(2) All parties to the agreement terminate the agreement through consensus；(3) Any party to the agreement seriously violates the agreement，Causing the other party to be unable to achieve the purpose of the agreement，The non-defaulting party has the right to terminate the agreement；(4) One or more of the following circumstances occur，Either party to the agreement has the right to unilaterally terminate the agreement by giving written notice.：Due to government authorities、Securities Trading Management Department、Judicial bodies raise objections to the content and performance of the agreement, resulting in the termination of the agreement、Cancel、deemed invalid，Or the important principles and provisions of the agreement cannot be fulfilled, thus seriously affecting the purpose of signing the agreement.；The competent government authorities have made it clear that they do not agree with some of the terms of the agreement and that these terms have a substantial impact on major asset swaps and the issuance of shares to purchase assets, thus seriously affecting the purpose of signing the agreement.；the law upon which the agreement relies、Changes in regulations or normative documents (including regulations issued by the China Securities Regulatory Commission and Shenzhen Stock Exchange, etc.)，rendering the main content of the agreement illegal，or due to national policies、order that causes any party to the agreement to be unable to perform its major obligations under the agreement。
Regardless of the reason for the termination of the agreement、Lift、revoked or deemed invalid，This major asset swap and the issuance of shares to purchase assets will no longer be implemented.，The acquired assets will still be owned by Dingtai New Materials，The inserted assets are still owned by all shareholders of SF Holding。
(2) Profit Forecast Compensation Agreement 1、Contract subject and signing time Contract subject：Dingtai New Materials、All shareholders of SF Holding (Mingde Holdings、Jiaqiang Shunfeng、Recruit investment、Yuanhe Shunfeng、Ancient Jade Qiu Chuang、shunxinfenghe、Shunda Fengrun)；Signing time：2025May 22nd 2、The compensation calculation targets Dingtai New Materials and all shareholders of SF Holding (hereinafter collectively referred to as the "Parties") unanimously confirmed，The object of compensation calculation under the "Profit Forecast Compensation Agreement" is the net profit attributable to the owners of the parent company in the consolidated statements of SF Holding that Dingtai New Material intends to purchase.，All refer to net profit after deducting non-recurring gains and losses.。
3、Commitments of all SF Holding shareholders during the profit compensation period，The profit compensation period for this transaction is 2025、2025Year、2025year (hereinafter referred to as the "Profit Compensation Period")。For example, the China Securities Regulatory Commission and other regulatory authorities have other requirements for the above-mentioned profit compensation period.
Require
of，In order to ensure the smooth progress of this transaction,，Both parties agree to comply with the regulatory authorities’
Require
Make adjustments to profit compensation period。
4、Guarantee responsibilities and performance commitments and commitments Guaranteed by all shareholders of SF Holding，The net profit amount realized by the target company during the profit compensation period (hereinafter referred to as the "realized net profit amount") shall not be lower than the net profit amount promised by all SF Holding shareholders to the target company to realize during the profit compensation period (hereinafter referred to as the "committed net profit amount")。
Commitment of all SF Holding shareholders，SF Holding 2025、2025Net profit in 2025 and 2025 shall not be less than 2.18 billion yuan、28billion and 3.48 billion yuan，In the end, SF Holding promises that the net profit number will not be lower than the relevant predicted net profit number in the asset valuation report issued by an appraisal agency with securities qualifications hired by both parties to the transaction.，At that time, both parties to the transaction will sign a supplementary agreement to clarify。
5、Determination of Profit Difference Dingtai New Materials will separately disclose the difference between the target company's realized net profit and the aforementioned committed net profit in the annual report of the corresponding year during the profit compensation period.。The above realized net profit amount，Calculated based on the net profit attributable to the target company after deducting non-recurring gains and losses disclosed in the special audit report issued by an audit institution with securities and futures qualifications hired by Dingtai New Materials。
6、Profit compensation method and amount (1) The compensation amount is determined based on the audit report issued by the accounting firm hired by Dingtai New Materials and approved by both parties for the target company.，If the target company’s actual net profit (cumulative number) during the profit compensation period as of the end of each fiscal year fails to reach the promised net profit (cumulative number)，Dingtai New Materials shall, within ten days from the date of disclosure of the annual report for that year,：Notify the counterparty in writing of the fact that the target company’s net profit (cumulative amount) as of the end of the year is less than the committed net profit (cumulative amount) and the number of shares that should be compensated，The shortfall will be compensated in the form of cash compensation.；The specific share compensation amount and cash compensation amount of the counterparty in each commitment year are calculated as follows:，The following share compensation amount and cash compensation amount shall be borne by the counterparties according to the proportion of their original shares in the target company.：The number of shares to be compensated in the current period = (the cumulative number of net profits committed by the target company as of the end of each profit compensation period - the cumulative actual net profits of the target company as of the end of each profit compensation period) ÷ the total number of committed net profits in each year during the performance commitment period of the target company × the price of the target equity ÷ the share issuance price of the assets purchased this time - the number of compensated shares；The amount of cash compensation payable in the current period = (the number of shares to be compensated in the current period during each commitment period - the number of shares compensated in the current period during each commitment period) × the share issuance price of the assets purchased this time。
For example, within the commitment year, Dingtai New Materials has ex-rights matters such as converting capital reserve funds to share capital or distributing stock dividends.，Then the number of shares to be compensated will be adjusted accordingly to：The number of shares that should be compensated in the current period (after adjustment) = the number of shares that should be compensated in the current period (before adjustment) × (1 + the ratio of transfer or bonus shares)；The "share issuance price of the assets purchased this time" in the aforementioned formula will also be adjusted accordingly.。
If Dingtai New Materials has cash dividends and other ex-dividend events within the commitment year,，The number of compensable shares calculated by the counterparty according to the above formula and the dividend income accumulated in the above-mentioned years before the implementation of the share repurchase.，Should be given as a gift to Dingtai New Materials。When calculating the number of shares that should be compensated or the amount that should be compensated at the end of the corresponding year during the profit compensation period，If the number of shares to be compensated or the amount of compensation to be compensated is less than zero，Then the value of the compensated shares and amount will be zero and will not be reversed.。
(2) Compensation method: The net profit realized by the target company during the profit compensation period does not reach the promised net profit.，All shareholders of SF Holding should first be compensated with the Dingtai New Materials shares obtained in this transaction，When the total amount of share compensation reaches 90% of the total number of shares issued to purchase assets in this issuance of shares，All shareholders of SF Holdings will be compensated in cash；The specific compensation methods are as follows：Within 60 days from the date when the audit institution with securities and futures qualifications hired by Dingtai New Materials issues the audit report for the previous year，All shareholders of SF Holding will pay Dingtai New Materials all the shares and cash required to compensate Dingtai New Materials for the year.，Failure to make compensation within the aforementioned period，Should continue to perform its compensation obligations and calculate interest on delayed payment on a daily basis，The daily interest rate is 0.05% of the unpaid amount。
(3) The total amount of compensation paid by all shareholders of SF Holding to Dingtai New Materials shall not exceed the price of the underlying equity.。(4) If the conditions for share compensation are triggered，Approved by the general meeting of shareholders，The board of directors of Dingtai New Materials is responsible for Dingtai New Materials' repurchase of the compensable shares held by all shareholders of SF Holding at a total price of RMB 1 and canceling them in accordance with relevant legal provisions.。
(5) Impairment testing and compensation after the expiration of the commitment period shall be within three months after the expiration of the profit compensation period，Dingtai New Materials should hire an accounting firm with securities and futures business qualifications in accordance with the rules of the China Securities Regulatory Commission and
Require
，Issue an "Impairment Test Report" to the target company。Unless otherwise mandated by law，The valuation method adopted in the "Impairment Test Report" should be consistent with the asset appraisal report to be included。
like：The amount of impairment at the end of the period of the target company > cash compensated + total number of compensated shares × issuance price of the consideration shares，Then the compensation obligor shall compensate Dingtai New Materials separately.。When compensating，Compensation will first be made with the consideration shares obtained from this transaction，The remaining part will be fully compensated to Dingtai New Materials with its own or self-raised cash or other methods approved by Dingtai New Materials。
The calculation formula for the amount of compensation for impairment of the target company is:：Amount to be compensated = impairment amount at the end of the period – compensation amount paid if the actual profit does not reach the promised profit during the commitment period。anyway，The total amount of impairment compensation and profit compensation of the target company shall not exceed the purchase price of the target company.。7、Effectiveness and changes to the "Profit Forecast Compensation Agreement" will take effect on the date when both parties sign and the "Major Asset Replacement and Share Issuance Agreement to Purchase Assets" takes effect.。
Changes to the "Profit Forecast Compensation Agreement" must be agreed upon by both parties and made in writing.。All parties agree，Such as the China Securities Regulatory Commission、Shenzhen Stock Exchange and other regulatory authorities have other provisions in the agreement.
Require
of，In order to ensure the smooth progress of this transaction,，All parties will follow the regulatory authorities’
Require
，Actively negotiate and adjust the specific provisions of the "Profit Forecast Compensation Agreement"。
8、Liability for breach of contract after the "Profit Forecast Compensation Agreement" takes effect，Except for force majeure factors，Any party to the "Profit Forecast Compensation Agreement" (herein referred to as the "breaching party") fundamentally violates the provisions of the "Profit Forecast Compensation Agreement"，Resulting in the failure to complete this transaction (hereinafter referred to as "fundamental breach")，then the other party (herein referred to as the "breaching party") has the right to
Require
The breaching party bears liability for breach of contract，The amount of liquidated damages to be paid is RMB 30 million.，If the liquidated damages are insufficient to compensate for the actual economic losses of the non-breaching party,，The breaching party shall further compensate the non-breaching party in full for the difference.，If there is any breach of contract other than a fundamental breach of contract，The breaching party shall then be responsible for the actual economic losses suffered by the non-breaching party.，Fully compensate the non-breaching party。
Major risks remind investors when evaluating the company's major asset restructuring，The following risk factors should also be considered particularly carefully。one、Risks related to this transaction (1) The risk that this transaction may be canceled is to protect the legitimate rights and interests of investors.，Avoid drastic fluctuations in stock prices in the secondary market，The company has adopted strict confidentiality measures since the beginning of planning this transaction.，There was no change in stock price in the secondary market before the suspension.。
This transaction involves communicating with relevant shareholders、Approval by relevant regulatory agencies and other work，Whether these tasks can be successfully completed as scheduled may have a significant impact on the time schedule of this transaction.。
also，During the review process of this transaction，Parties to a transaction may need to comply with the regulatory authority’s
Require
and their respective demands to continuously adjust and improve the trading plan.，If the parties to the transaction cannot agree on measures to adjust and improve the transaction plan，Both the counterparty and the Company may choose to terminate this transaction.。
To sum up，This transaction may be suspended due to abnormal transactions, suspicion of insider trading, and inconsistent interests of the parties to the transaction.、Risk of suspending or canceling this transaction，Investors are reminded of relevant risks。
(2) Transaction approval risk This transaction still requires the board of directors of the listed company、Approved by shareholders meeting、It can only be implemented after a number of conditions including regulatory approval and approval are met.，Such approval or approval is a prerequisite for this transaction.，There is uncertainty as to whether approval or approval can be obtained and the timing of obtaining relevant approval or approval.，Investors are reminded to pay attention to the approval risks of this transaction。
(3) Audit、The risk assessment has not yet been completed as of the signing date of this plan.，Audit of the underlying assets of this transaction、The evaluation and preparatory audit work for listed companies has not yet been completed，Audited historical financial data of the underlying assets、The asset evaluation results shall be subject to those disclosed in the major asset reorganization report.。The historical financial data and pre-assessment values quoted in this plan may be somewhat different from the final audited financial data and assessment report.，Investors are reminded of relevant risks。
(4) The risk of failing to realize the promised performance of the assets to be purchased is based on the "Profit Forecast Compensation Agreement"，The performance committer promises that after the completion of this major asset restructuring,，SF Holding in 2025、2025The net profit attributable to the owners of the parent company after deducting non-recurring gains and losses realized in the year and 2025 shall not be less than 2.18 billion yuan respectively.、28billion and 3.48 billion yuan，The specific amount is determined by the parties to the transaction based on the relevant predicted net profit amount in the asset valuation report issued by the hired valuation agency with securities qualifications.。
The above performance commitments are based on the current operating conditions and future market development prospects of SF Holding management.，Comprehensive judgment based on future forecasts。The realization of SF Holding’s future profits will be affected by the macroeconomic、market environment、Regulatory policies and other factors have a greater impact。
During the performance commitment period，If the above factors change significantly，Then there is a risk that SF Holding will not be able to fulfill its performance commitments.，This may lead to differences between the above-mentioned performance commitments of SF Holding disclosed in this plan and actual future operating conditions.，Draw investors' attention to risks。
(5) Supporting Financing Approval Risk This transaction will issue shares to no more than 10 other specific investors to raise supporting funds.，The total amount of supporting funds shall not exceed RMB 8,000,000.，Deducting intermediaries
cost
and related taxes and fees will be used for the target company's aviation material purchase and flight support projects、Cold transport vehicles and temperature control equipment procurement project、Information service platform construction and next-generation logistics information technology research and development project、Transit yard construction project。
The matter of raising supporting funds still requires the approval of the China Securities Regulatory Commission，There is a certain risk of approval。Since the funds raised from the issuance of shares are affected by stock market fluctuations and investor expectations，There is uncertainty about whether the issuance of shares can be successfully implemented to raise funds or whether the funds can be raised in full.。
If the raising of supporting funds fails to be implemented or the financing amount is lower than expected，The company will raise corresponding funds through its own funds or other financing methods，Will have an impact on the company’s use of funds and financial status，Investors are reminded of relevant risks。
(6) The risk of higher asset valuation appreciation planned to be included in this transaction，Taking December 31, 2025 as the base date，The estimated value of 100% equity of SF Holding is 44.8 billion yuan，Estimated value added 31.104 billion yuan，The estimated value-added rate is 227.11%。Due to the shareholders’ meeting held by SF Holdings on May 3, 2025，Resolution to distribute 1.5 billion yuan in cash dividends。
Pursuant to the "Asset Purchase Agreement for Major Asset Replacement and Issuance of Shares"，After friendly negotiation between the parties to the transaction，Based on the estimated value of the assets to be placed and deducting the above-mentioned cash dividend distribution to be implemented，The initial price for this transaction of 100% equity of SF Holding is 43.3 billion yuan.。
The estimated value increase of the assets to be placed in this transaction is relatively large.，Mainly because the express logistics industry in which the underlying assets are located has broad development prospects.，After years of development, the target company has become the country's leading integrated express logistics service provider.，Not only provide customers with a full range of logistics services，It also provides integrated supply chain solutions including financial services and information services.。
SF Holdings has strong profitability，its brand
Advantages
、product
Advantages
、Management experience、operations
Advantages
、business network、Important intangible resources such as talent teams cannot be quantified and reflected in its balance sheet。Although the appraisal agency follows the principle of prudence in various assumptions for estimating the value of the assets to be placed,，However, the above estimate is not the final result，Investors are advised to pay attention to related risks。
(7) Risks in the implementation of performance compensation commitments are based on the "Profit Forecast Compensation Agreement" signed between the listed company and the counterparty.，The counterparty promises that after the completion of this major asset restructuring,，SF Holding in 2025、2025The net profit attributable to the owners of the parent company after deducting non-recurring gains and losses in the consolidated statement forecast for the year and 2025 is not less than 2.18 billion yuan respectively.、28billion and 3.48 billion yuan，The specific amount is determined by the parties to the transaction based on the relevant predicted net profit amount in the asset valuation report issued by the hired valuation agency with securities qualifications.。
If within the performance commitment period，During the profit compensation period, SF Holding’s actual net profit at the end of each fiscal year failed to reach the promised net profit.，Then all shareholders of SF Holding shall pay compensation to the listed company。If performance commitment occurs in the future, compensation will be，When all shareholders of SF Holding are unable to fulfill relevant compensation with their untransferred shares or their own funds，There is a risk of default that the performance compensation commitment may not be executed and implemented.。
(8) Risks in the transfer of assets and liabilities and the transfer of pledged/guaranteed assets. This transaction involves the transfer of assets and liabilities to be acquired and the transfer of pledged/guaranteed assets.，The transfer of debt and the transfer of pledge/security must obtain the consent of the creditor and the pledgee/secured party respectively.。
As of the date of issuance of this plan，The transfer of debts and pledged assets has not yet obtained the written consent of all creditors and pledgees/secured parties.，There is a certain degree of uncertainty in the transfer of related debts and the transfer of pledged assets/guaranteed assets.，Investors are reminded to pay attention to relevant risks。two、Risks faced by the listed company after this transaction (1) Market risk 1、Risks of macroeconomic fluctuations. After this transaction, the main business of the listed company will be changed to comprehensive express logistics business.。
The logistics industry plays an important and fundamental role in the development of the national economy，At the same time, it is also obviously affected by macroeconomic conditions.。in recent years，my country's macroeconomic growth slows down，and is in a period of transformation of the economic structure，Future development still faces a more complex situation。Future macroeconomic fluctuations，It will have a certain impact on the overall development of my country's logistics industry and the performance of SF Holding.。
2、The risks brought by changing customer needs will increase with the development of my country's economy and the improvement of residents' consumption levels.，In the future, users will pay more and more attention to the timeliness and safety of express delivery services.，Consumers are becoming less sensitive to the price of express delivery services，However, they are paying more and more attention to a wider delivery range and the ability to provide personalized value-added services.。
at the same time，As the degree of specialization of various industrial and commercial enterprises continues to increase,，It also puts forward higher requirements on the professionalism and differentiated service capabilities of express delivery service providers.
Require
。If SF Holding fails to respond to changes in customer needs，Timely adjust business strategies and resource layout，Improve service levels，Expand new business areas，may be unable to meet customer needs、Risk of losing development opportunities。
3、Risks caused by market competition The market competition in my country’s express logistics industry has become more intense.。Express logistics companies at the forefront of the industry continue to use various methods to，Work hard to expand your business and network reach。on the other hand，e-commerce enterprise、External forces such as social capital are accelerating their entry into the express logistics industry，further intensified market competition。
If SF Holding fails to take active and effective measures to respond to the changing market competition landscape，May face risks of slowing business growth and declining market share。4、Risks caused by changes in new business forms have increased in recent years，With the rapid development of information technology，The impact of the Internet economic model on all aspects of social life has become increasingly obvious。In the express delivery industry，Some information platform companies have emerged one after another。
Such enterprises quickly match and effectively manage information from both supply and demand sides.，Able to quickly gather and utilize social transportation capacity，Provide customers with appropriate services，This will have an impact on the traditional business model of the express delivery industry.。If SF Express Holdings cannot continue to lead the industry in terms of timeliness and service quality,
Advantages
，The continuous development of new business forms in the express delivery industry may have an adverse impact on SF Holding’s business development。
5、Risks of stock price fluctuations Stock market investment returns and risks coexist。Fluctuations in stock prices are not only affected by the profitability and development prospects of listed companies，Also affected by national macroeconomic and financial policy adjustments、Interest rate and exchange rate changes、The influence of various unpredictable factors such as stock market speculation and investors’ psychological expectations，As a result, the price of listed company stocks deviates from its value。
also，This major asset restructuring of the listed company still needs to be approved by relevant departments and will take a certain amount of time to complete.，During this period, the stock market prices of listed companies may fluctuate.，thus bringing certain risks to investors。
(2) Policy Risk 1、Risks arising from changes in industry regulatory regulations and industrial policies. The express delivery business is a licensed business project.，subject to the Postal Act、"Measures for the Administration of Express Business License"、"Express Delivery Market Management Measures"、"Express Service" industry standards and "Express Business Operation Guidelines" and other legal regulations、Supervision by administrative regulations and constraints by industry standards。To support the development of the express delivery industry，Competent departments at all levels have successively introduced a number of encouraging policies。
2025"Several Opinions of the State Council on Promoting the Development of the Express Delivery Industry" issued in October，It is clear that the express delivery industry plays an important role in stabilizing economic growth.、Promote economic structural adjustment and improve residents' quality of life，He also expressed that he would further promote the streamlining of administration and decentralization of power.、Optimize the express delivery market environment、Improve the regulatory planning system、Increase policy support, etc.。
Changes and adjustments to relevant laws, regulations or industrial policies，May have an impact on the development trend of the express delivery industry and the market competition pattern，Thereby affecting the future business development and performance of SF Holding。2、Risks of national environmental protection and energy conservation and emission reduction policies my country’s environmental protection、Attention is increasingly paid to energy conservation and emission reduction work。Various types and models of motor vehicles are an important part of SF Holding’s transportation tools。
With the increasing intensity of policies related to environmental protection, energy conservation and emission reduction in our country,，This may lead to SF Holding’s inefficiencies in environmental protection, energy conservation and emission reduction, etc.
cost
increased spending，This will have an impact on SF Holding’s future performance.。
3、Risks of unsustainable tax incentives. Subsidiaries of SF Holding enjoy preferential policies formulated uniformly by the state in terms of taxation and other aspects.，Including the Western Development、High-tech enterprise、software company、Preferential income tax policies for enterprises in Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone, Shenzhen, etc.。If the tax preferential policies expire, SF Holding and its subsidiaries will no longer be able to enjoy the relevant preferential policies.，Its financial condition and operating results will be adversely affected to a certain extent.。
(3) Business risk 1、Risks of continued rising costs The express delivery industry is a labor-intensive industry，Picking up a package、sorting、transport、Various operational links such as delivery have large labor requirements.。With the changes in my country's population structure，Rising labor costs have become an irreversible trend。at the same time，Costs such as venue rental are also increasing。The above-mentioned costs continue to rise，It will put certain pressure on SF Holding’s future performance growth.。
2、The risk of incomplete ownership of some properties at the leased site. Some of SF Holding’s operating sites are acquired through leasing.。Since SF Holding does not own the ownership of these leased sites,，Therefore, there is a risk of being unable to continue signing a lease agreement with the lessor after the lease agreement expires.。
in addition，Due to incomplete property ownership of some business sites,，The third party may raise objections and may cause SF Holding to be unable to continue to use such venues or buildings in accordance with the provisions of the corresponding lease contract.。
Although SF Holding has strengthened its internal management，Reduce the proportion of business outlets and transit centers with defective property ownership，However, there may still be risks of being unable to continue the lease in a timely manner due to the lessor's breach of contract or property ownership issues.，This will in turn adversely affect the normal development of SF Holding’s business.。3、Risks of transportation safety accidents Transportation safety accidents are one of the unavoidable risks in the express logistics industry。
Once a transportation safety accident occurs，This may result in SF Holding facing compensation.、Risks such as vehicle damage and penalties from traffic authorities。
Although SF Holding insures all types of transportation vehicles with corresponding insurance in accordance with national regulations,，Can reduce compensation expenses after transportation safety accidents to a certain extent，However, if the insurance compensation amount cannot fully cover the accident compensation expenses，will result in additional expenses for SF Holding，In addition, it may also affect the market reputation of SF Holding.、Have a certain adverse impact on customer relations。
4、Potential risks of information systems The rapid expansion of my country’s express delivery industry，Have stability、Rapid and continuously optimized information systems have become the basic conditions for the sustainable development of express delivery companies.。SF Holding has always attached great importance to the continuous research and development and upgrading of information systems.，It also plans to use the funds raised from this round to invest in the construction of information service platforms and next-generation logistics information technology research and development projects.。
Through further optimization and upgrading of information systems，Meet the needs of the company's strategic development goals。With the rapid growth of SF Holding’s business，The amount of data processed by its information system has also increased rapidly.，If the information system fails due to various factors,，Will have an adverse impact on the business development of SF Holding。
5、There is a risk that part of the business qualifications cannot be renewed or are not renewed in time when they expire. The business related to the assets to be placed this time has some business qualifications that are about to expire or have expired.。Although these business qualifications belong to special business qualifications，Competent departments regarding qualifications
Require
No major changes have occurred，However, there may be risks that the operating qualification cannot be renewed upon expiration or is not renewed in time, which may bring risks to the operation of the assets to be placed.。
Although the assets to be placed are in the process of renewing the business qualifications that are about to expire or have expired,，Minimize impact on operations，However, some qualifications that cannot be renewed upon expiration or are not renewed in time will have an adverse impact on the normal operation of the assets to be placed.，The Company still reminds investors to pay attention to relevant investment risks。6、Service quality risk SF Express Holdings’ express collection and delivery、There are certain quality control risks in every business link such as transfer。
Although SF Holding has established and strictly complied with the corresponding service quality control system in daily operations,，However, accidents may still occur，resulting in delays in transporting items、damaged or lost，Delays may also occur due to human factors、Damage or loss of transported items。If losses are caused to customers due to accidents or human factors，Will be subject to claims from customers or third parties。
Although SF Holding has included liability limitation clauses in its business contracts,，It may still be difficult to provide adequate protection for SF Holding，and may cause SF Holding to be involved in arbitration or litigation.。The above situations may have a negative impact on the performance of SF Holding，and affect SF Holding’s reputation and relationships with customers.。
7、The risks of the “business tax to value-added tax” policy on the company’s future operations during the reporting period，SF Holding has experienced changes in the national tax policy of replacing business tax with value-added tax in the transportation industry.。2011November，Ministry of Finance、The State Administration of Taxation jointly issued the "Pilot Plan for Replacing Business Tax with Value-Added Tax"，
Require
From January 1, 2012，in transportation industry、Some modern service industries and other producer service industries and pilot areas will implement the replacement of business tax with value-added tax.。
subsequently，The pilot scope of the “business tax to value-added” tax policy is gradually expanded。According to the Ministry of Finance、The “Finance and Taxation Regulations” issued by the State Administration of Taxation on May 24, 2013[2013]37"Notice on the National Pilot Tax Policy for Replacing Business Tax with Value-Added Tax in the Transportation Industry and Some Modern Service Industries" stipulates that starting from August 1, 2013，Launch a nationwide pilot program for replacing business tax with VAT in the transportation industry and some modern service industries.。
2013December 12，Ministry of Finance、The State Administration of Taxation jointly issued the "Notice on Incorporating Railway Transportation and Postal Industries into the Pilot Program of Replacing Business Tax with Value-Added Tax" (Finance and Taxation[2013]106Number)，
Require
From January 1, 2014，Relevant industries including road transportation will fully implement the tax policy of "replacing business tax with value-added tax" nationwide in accordance with the revised "Implementation Measures for the Pilot Program of Replacing Business Tax with Value-Added Tax"。
If the country’s tax policy on the transportation industry and some modern service industries changes again, it may have a further impact on SF Holding’s performance.。8、Industry competition intensifies、Gross profit margin fluctuation risk SF Express Holdings is one of the leading companies in the express logistics industry，At the same time, we are facing challenges from international express delivery service providers.、Competition among domestic national and regional express delivery service providers。
There are many companies operating in the express logistics industry，And the products and services in the same industry are highly homogeneous.，If SF Express Holdings cannot take active and effective measures to deal with the current market competition,，Will face slowdown in business growth、Risks of decline in market share and reduction in gross profit margin。
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