2025 年第二次临时股东大会的法律意见书 致：顺丰控股股份有限公司 上海澄明则正律师事务所 法律意见书 上海澄明则正律师事务所 关于顺丰控股股份有限公司 上海澄明则正律师事务所 法律意见书 根据上述公告，公司董事会已在公告中列明本次股东大会讨论事项，并按有 关规定对议案的内容进行了披露。 上海澄明则正律师事务所（以下简称"本所"），接受顺丰控股股份有限公 司（以下简称"公司"）的委托，指派本所律师出席公司 2025 年第二次临时股 东大会（以下简称"本次股东大会"），并根据《中华人民共和国公司法》（以 下简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、 《上市公司股东会规则》（以下简称"《股东会规则》"）以及《顺丰控股股份 有限公司章程》（以下简称"《公司章程》"）等规定出具《上海澄明则正律师 事务所关于顺丰控股股份有限公司 2025 年第二次临时股东大会的法律意见书》 （以下简称"本法律意见书"）。 本所依据本法律意见书出具日之前已经发生或存在的事实及中国现行法律、 法规及规范性文件发表法律意见。 本所同意将本法律意见书作为公司本次股东大会公告的法定文件，随公司其 他公告一并提交 ...

特别提示： 证券代码：002352 证券简称：顺丰控股 公告编号：2025-099 顺丰控股股份有限公司 2025 年第二次临时股东大会决议公告 本公司及董事会全体成员保证公告内容真实、准确和完整，公告不存在虚假记载、误导 性陈述或者重大遗漏。 1、 本次股东大会无否决提案的情况； 2、 本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议召开情况 1、现场会议召开时间：2025 年 12 月 30 日下午 15：00。 2、召开地点：深圳市南山区科技南一路深投控创智天地大厦 B 座会议室。 3、召开方式：本次会议采取现场投票和网络投票相结合的方式，并通过深圳证 券交易所交易系统和互联网投票系统为 A 股股东提供网络投票平台。 4、召集人：公司董事会。 5、主持人：董事长王卫先生主持本次会议。 6、本次股东大会的召开符合《公司法》等法律、法规、规范性文件及《公司章 程》的规定。 1 二、会议出席情况 1、股东出席情况 | | | 现场出席会议情况 | | | 网络投票出席会议情况 | | | 总体出席会议情况 | | | --- | --- | --- | --- | --- | --- | --- | ...

证券代码：002352 证券简称：顺丰控股 公告编号：2025-100 顺丰控股股份有限公司（以下简称"公司"、"顺丰控股"）第七届董事会 第一次会议，于 2025 年 12 月 30 日发出会议通知，2025 年 12 月 30 日在公司会议 室以现场结合视频通讯方式召开。本次会议应参与董事 6 名，实际参与董事 6 名。 与会董事推举董事王卫先生主持本次会议，董事会会议的举行和召开符合国家有 关法律、法规及《公司章程》的规定。经充分讨论和审议，会议形成决议如下： 一、会议以 6 票同意、0 票反对、0 票弃权，审议通过了《关于确定第七届董事会 董事角色的议案》 根据相关法律法规，董事会现确认公司第七届董事会董事角色如下： 1、王卫先生、何捷先生、徐本松先生为公司执行董事，其中王卫先生为董事 长； 2、陈尚伟先生、李嘉士先生、丁益女士为公司独立非执行董事。 对于董事角色的确认于本次董事会通过之日生效。 二、会议以 6 票同意、0 票反对、0 票弃权，审议通过了《关于选举第七届董事会 各专业委员会委员的议案》 顺丰控股股份有限公司 第七届董事会第一次会议决议公告 公司及董事会全体成员保证信息披露的内容真实、准 ...

Shipping Industry - The shipping market is experiencing a seasonal downturn, with oil shipping rates under pressure due to the holiday season and geopolitical tensions affecting supply [2] - Despite entering a low season, the oil shipping demand structure is improving, suggesting a potential upward trend in rates [2] - The container shipping market is expected to face significant pressure on rates by 2026 due to ongoing trade risks and the delivery of new capacity [2] Aviation Industry - Domestic passenger flight volumes have increased slightly, with overall and domestic flights up by 1.3% and 1.5% respectively compared to the previous week [3] - The average ticket price for economy class during the upcoming New Year holiday is projected at 597 yuan, reflecting a 1.1% decrease from 2024 but a 6.7% increase from 2025 [3] - The aviation sector is expected to benefit from a recovering domestic economy, with significant potential for earnings growth as supply constraints from aircraft manufacturers persist [3] Express Delivery Industry - The "anti-involution" policy has led to price increases in the express delivery sector, with most regions in China experiencing price hikes since July [4] - The profitability of express delivery companies is expected to improve in Q4 due to these price increases, despite a decline in overall package volume growth [4] - Companies like Zhongtong and Yuantong are outperforming the market, benefiting from a reduced reliance on low-cost packages [4] Investment Recommendations - The company recommends investing in growth-oriented value stocks and cyclical stocks at low price points, including Zhongtong Express, Yuantong Express, China Eastern Airlines, and others [5]

Core Viewpoint - The logistics industry is increasingly focusing on the winter sports economy, with companies like SF Express enhancing their services to meet the needs of snow sports enthusiasts, thereby contributing to the growth of the ice and snow economy [1][6]. Group 1: Logistics Innovations - SF Express has developed a specialized snow equipment delivery service, addressing the pain points of transporting snow gear, which is often cumbersome and prone to damage [1][4]. - The company offers a rapid delivery service, achieving cross-province delivery in as fast as 7 hours, ensuring that snow gear arrives almost simultaneously with the customers [4]. - SF Express provides customized packaging and real-time tracking for high-value snow equipment, enhancing the safety and reliability of the transportation process [4][7]. Group 2: Enhanced Customer Experience - The introduction of a 999 yuan snow season storage card by SF Express includes 15 free delivery services, allowing customers to easily switch between popular ski resorts without the hassle of repeated shipping [5]. - SF Express has created a closed-loop service network that includes door-to-door pickup and direct delivery to ski resorts, eliminating the need for customers to wait at airports for gear pickup [4][6]. Group 3: Industry Growth and Integration - The ice and snow industry in China is projected to exceed 1 trillion yuan by 2025, driven by the increasing popularity of winter sports [6]. - SF Express is extending its services beyond just snow gear delivery to encompass the entire ice and snow travel experience, including local specialty product delivery and the establishment of themed stores at ski resorts [6][7]. - The company is positioning itself as a key partner in the ice and snow industry, supporting events and activities with tailored logistics solutions, thereby enhancing its brand influence in the cultural and tourism sectors [7][8].

Group 1 - The logistics sector experienced a decline of 1.01% on December 29, with Xiamen Guomao leading the drop [1] - The Shanghai Composite Index closed at 3965.28, up 0.04%, while the Shenzhen Component Index closed at 13537.1, down 0.49% [1] - Notable gainers in the logistics sector included Longzhou Co., which rose by 7.53% to a closing price of 9.57, and ST Xuefa, which increased by 5.13% to 4.10 [1] Group 2 - Major losers in the logistics sector included Xiamen Weimao, which fell by 9.98% to 7.85, and Ruiwu Tong, down 4.88% to 3.51 [2] - The logistics sector saw a net outflow of 618 million yuan from institutional investors, while retail investors contributed a net inflow of 413 million yuan [2] Group 3 - In terms of capital flow, SF Holding had a net inflow of 128 million yuan from institutional investors, but saw outflows from retail and speculative investors [3] - The data indicates that while institutional investors withdrew funds, retail investors were actively buying into certain stocks within the logistics sector [3]

Investment Rating - The report rates the transportation industry as "Outperform" [2] Core Insights - Crude oil freight rates have significantly decreased, while long-distance shipping rates have increased. The China Import Crude Oil Composite Index (CTFI) dropped by 40.6% to 1354.35 points as of December 25. Meanwhile, shipping rates from Shanghai to Europe and the US have risen by 10.2% and 9.8% respectively [3][14] - The National Development and Reform Commission (NDRC) has issued a trial classification for the low-altitude economy, aiming to clarify the concept and boundaries of the industry. This classification includes a framework of "4 categories + 23 subcategories + 65 small categories" [3][15][16] - China's high-speed rail operating mileage has surpassed 50,000 kilometers, marking a significant milestone in global rail infrastructure. This expansion supports logistics networks and enhances regional connectivity [3][21] Industry Dynamics Shipping and Logistics - The Baltic Air Freight Index has shown a month-on-month decline, while domestic air freight volumes decreased by 2.03% in November 2025. Conversely, international air freight volumes increased by 14.88% [4][35] - The Shanghai Containerized Freight Index (SCFI) reported a week-on-week increase of 6.66% but a year-on-year decrease of 32.68% [39] - In November 2025, the total express delivery volume reached 180.60 billion pieces, a year-on-year increase of 5.00%, while revenue decreased by 3.70% [52] Investment Recommendations - The report suggests focusing on the industrial goods export chain, recommending companies such as COSCO Shipping, China Merchants Energy Shipping, and Huamao Logistics. It also highlights opportunities in the low-altitude economy, road and rail sectors, and e-commerce logistics [5]

Core Viewpoint - The promotional "4% recharge benefit" of SF Express's new speed transport card is becoming a "digital chicken rib" for many consumers, as the "gift money" remains unused due to complex rules and restrictions [2][4][10]. Group 1: Consumer Experience - Many users report that their "gift money" is difficult to consume, with some having significant amounts stuck in their accounts due to stringent usage rules [4][6]. - The rules for using the gift money are not easily noticeable, requiring users to navigate through multiple conditions to utilize it effectively [6][9]. - A consumer example illustrates that even with a small balance of gift money, users face challenges in making payments due to system restrictions [9][10]. Group 2: Financial Performance - SF Express's gross profit margin has declined from 20% in 2017 to 13% in the third quarter of 2024, indicating increasing pressure on profitability [2][12]. - The company's total business volume reached 12.15 billion packages in the first three quarters of 2025, a year-on-year increase of 28.3%, but revenue growth does not translate into profit growth [12]. - The average revenue per package has dropped significantly, with a reported decline of 8.49% in November 2024 compared to the previous year [12][13]. Group 3: Market Dynamics - The express delivery industry is experiencing intense price wars, leading to a consolidation of smaller companies and increased competition among major players [12][14]. - SF Express has a large user base, with over 240,000 active monthly customers and more than 780 million individual members, which contributes to the accumulation of unused gift money [11][12]. - The company is adjusting its strategies in response to market pressures, including a shift in e-commerce return logistics to other service providers [14]. Group 4: Stock Market Performance - Despite stable operational performance, SF Express's stock price has declined significantly, losing two-thirds of its value since its peak in February 2021 [3][15]. - The introduction of an employee incentive plan has added pressure to the stock price, as it requires accounting for stock-based compensation [15]. - The company's recent IPO in Hong Kong and subsequent stock dilution have also negatively impacted its stock performance [17].

Core Viewpoint - The article highlights the challenges faced by consumers using SF Express's new prepaid card, which offers a 4% recharge benefit but has complex rules that make it difficult to utilize the bonus funds effectively. This situation reflects the ongoing price war in the express delivery industry, which has pressured the profitability of SF Holding [3][5][12]. Group 1: Consumer Experience with Bonus Funds - Many consumers report that the bonus funds from the SF Express prepaid card remain unused due to complicated rules that restrict their usage [5][6]. - Users must adhere to a 9:1 ratio when using bonus funds alongside principal funds, and specific conditions must be met for bonus funds to be used independently [8][9]. - The complexity of these rules has led to the emergence of a gray market where intermediaries buy back unused bonus funds at a significant discount [11][12]. Group 2: Financial Performance and Market Position - SF Holding's gross profit margin has declined from 20% in 2017 to 13% in Q3 2025, indicating increasing pressure on profitability [12][15]. - In Q3 2025, the company reported a total business volume of 12.15 billion packages, a year-on-year increase of 28.3%, but revenue growth did not translate into profit growth, highlighting a "revenue without profit" dilemma [15][16]. - The average revenue per package has dropped significantly, with a reported 8.49% decrease in November 2025 compared to the previous year [17][18]. Group 3: Market Dynamics and Competitive Landscape - The express delivery industry is experiencing intense competition, with price wars that began in 2019 leading to the consolidation of smaller companies and leaving only a few major players [16]. - SF Holding's stock price has fallen significantly, losing two-thirds of its value since its peak in 2021, reflecting market skepticism despite stable operational performance [20][21]. - The company is also facing challenges from changes in e-commerce logistics, as it loses some business to competitors like JD Logistics and Zhongtong Express [19].

Group 1 - The core viewpoint is that SF Express's new prepaid card, which claims a "4% benefit on recharge," is becoming a "digital burden" for many consumers due to the difficulty in utilizing the bonus funds [1] - Users have reported that their bonus funds remain idle and difficult to spend, with one user stating that after recharging 1,000 yuan, only 100 yuan of the principal remains, while over 50 yuan in bonus funds is stuck due to usage restrictions [1] - The underlying issue is attributed to ongoing price wars in the express delivery industry, which have pressured company profits, as evidenced by SF Holding's gross profit margin dropping from 20% in 2017 to 13% in Q3 of this year [1] Group 2 - The average revenue per order for SF Express has fallen to 13.47 yuan in November, nearly halving compared to the same period in 2017 [1] - The capital market has responded cautiously, with SF Holding's A-share price having decreased by two-thirds from its peak in 2021 [1]