上海澄明则正律师事务所 关于顺丰控股股份有限公司 2022 年 A 股股票期权激励计划 注销部分股票期权 及预留授予股票期权第三个行权期 行权条件成就的 上海澄明则正律师事务所 法律意见书 法律意见书 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"顺丰控股"或"公司"）的委托，担任公司2022年A股股票期权 激励计划（以下简称"本次激励计划"）的特聘专项法律顾问。本所律师根据《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》"）、《上市公司股权激励管理办法》（以下简称"《管 理办法》"）、《深圳证券交易所上市公司自律监管指南第1号——业务办理》 （以下简称"《自律监管指南1号》"）等有关法律、法规和规范性文件的规定 以及《顺丰控股股份有限公司章程》（以下简称"《公司章程》"），按照律师 行业公认的业务标准、道德规范和勤勉尽责精神，就《顺丰控股股份有限公司2022 年股票期权激励计划》（以下简称"《激励计划》"）注销部分股票期权（以下 简称"本次注销"）及预留授予股票期权第三个行权期行权条件成就（以下简称 "本次行权"）相关事 ...

Core Insights - SF Holding reported a revenue of 78.403 billion yuan for Q3 2025, representing a year-on-year growth of 8.21% [1] - The net profit attributable to shareholders for Q3 2025 was 2.571 billion yuan, showing a decline of 8.53% year-on-year [1] - Basic earnings per share for Q3 2025 stood at 0.51 yuan [1] Financial Performance - For the first three quarters of 2025, SF Holding achieved a total revenue of 225.261 billion yuan, reflecting a year-on-year increase of 8.89% [1] - The net profit attributable to shareholders for the first three quarters was 8.308 billion yuan, which is a year-on-year growth of 9.07% [1] - Basic earnings per share for the first three quarters were reported at 1.67 yuan [1]

Group 1 - The core point of the article is that SF Holding reported its third-quarter revenue and net profit figures, showing a year-on-year revenue growth but a decline in net profit [1] Group 2 - In the third quarter, the company's revenue reached 78.403 billion yuan, representing an 8.21% increase year-on-year [1] - The net profit for the third quarter was 2.571 billion yuan, which is a decrease of 8.53% compared to the same period last year [1] - For the first three quarters, the total revenue amounted to 225.261 billion yuan, reflecting an 8.89% year-on-year growth [1] - The net profit for the first three quarters was 8.308 billion yuan, showing a year-on-year increase of 9.07% [1]

Revenue and Profitability - Total revenue for Q3 2025 reached RMB 78.4 billion, an increase of 8.2% year-on-year[13] - Net profit attributable to shareholders was RMB 2.57 billion, a decrease of 8.5% compared to the same period last year[14] - The company's operating revenue reached CNY 225.26 billion, an increase of 8.89% compared to the same period last year[17] - The gross profit for Q3 2025 was RMB 9.79 billion, a decline of 4.4% year-on-year[14] - The company's net profit for the current period was RMB 8,716,349 thousand, compared to RMB 7,673,004 thousand in the previous period, reflecting a growth of about 13.6%[38] - The company reported a profit before tax of RMB 10,870,005 thousand, compared to RMB 10,147,558 thousand in the previous period, an increase of approximately 7.1%[38] - Basic and diluted earnings per share were both 1.67 yuan, up from 1.58 yuan in the previous period, reflecting a growth of about 5.7%[39] Customer and Market Growth - The number of active monthly billing customers exceeded 2.4 million, with individual members surpassing 780 million[12] - International express and cross-border e-commerce logistics revenue increased by 27% year-on-year, accelerating from the first half of the year[13] - The logistics revenue in sectors such as industrial equipment, high-tech communications, automotive, and consumer goods grew by over 25% year-on-year[12] Cash Flow and Investments - The operating cash flow for the year-to-date period was RMB 19.42 billion, down 13.91% year-on-year[7] - The company reported a net cash flow from operating activities of CNY 19.42 billion, a decrease of 13.91% compared to the previous year[17] - The net cash flow from investing activities was -19,173,669 thousand yuan, an improvement from -23,545,605 thousand yuan in the previous period[41] - The net cash flow from financing activities was -14,375,963 thousand yuan, compared to -18,163,634 thousand yuan, showing a reduction in cash outflow[41] - The company received 72,255,072 thousand yuan in cash related to investment activities, significantly higher than 55,211,564 thousand yuan in the previous period, indicating a growth of about 30.9%[40] Assets and Liabilities - The company’s total assets as of September 30, 2025, were RMB 217.93 billion, an increase of 1.92% from the end of the previous year[7] - The total liabilities decreased to RMB 108,950,112 thousand from RMB 111,488,992 thousand, indicating a reduction of approximately 2.3%[37] - The company's cash and cash equivalents decreased to RMB 19,392,730 thousand from RMB 33,936,101 thousand, a decline of about 42.9%[36] - The company's long-term investments increased to RMB 7,216,771 thousand from RMB 6,203,642 thousand, showing a growth of approximately 16.3%[36] Shareholder and Equity Information - The total number of common shareholders at the end of the reporting period is 269,654, with 269,570 being A-share shareholders[25] - The largest shareholder, Shenzhen Mingde Holdings Development Co., Ltd., holds 46.87% of shares, totaling 2,361,920,119 shares[25] - The company plans to repurchase A-shares with a total fund of no less than RMB 5 billion and no more than RMB 10 billion, with a maximum repurchase price of RMB 60 per share[27] - As of September 30, 2025, the company has repurchased 7,432,648 shares for approximately RMB 299,989,306.65, representing 0.15% of the total share capital[27] - The repurchase plan has been adjusted to a total fund of no less than RMB 15 billion and no more than RMB 30 billion, with the implementation period extended to October 29, 2026[28] Strategic Initiatives - The company continues to implement its "Activate Operations" strategy to enhance market expansion and operational efficiency[11] - The company aims to achieve a year-on-year net profit attributable to shareholders that remains stable by Q4 2025, with a focus on sustainable growth[15] - As of September 30, 2025, approximately 90.40% of the funds raised from convertible bonds have been utilized for enhancing international logistics capabilities and R&D[23] - The company plans to allocate 30% of the raised funds to strengthen international logistics capabilities, with CNY 804.32 million earmarked for this purpose[20] Employee Stock Ownership Plan - The "Common Growth" employee stock ownership plan involves up to 20 million A-shares, accounting for approximately 4% of the current total share capital[29] - The stock ownership plan will grant a maximum of 18 million virtual share units annually, with a total of no more than 7,186 participants in the first grant[30] - The initial grant price for the virtual share units is set at RMB 35 per unit[30] - The first grant date for the stock ownership plan is September 15, 2025[30] - Mingde Holdings has transferred 20 million A-shares to the stock ownership plan's account to facilitate its implementation[31] Financing Activities - The company issued a super short-term financing bond with a scale of RMB 1 billion through its wholly-owned subsidiary, Tyson Holdings, on August 7, 2025[32][33]

Core Points - The Shenzhen Leading Index (399653) closed at 3133.91 points, down 0.66%, with a trading volume of 143.46 billion yuan and a turnover rate of 1.42% [1] - Among the index constituents, 11 stocks rose while 39 stocks fell, with Huali Group leading the gainers at 2.75% and Ruida Futures leading the decliners at 7.39% [1] Index Constituents Summary - The top ten constituents of the Shenzhen Leading Index include: - Ningde Times (21.12% weight) at 398.29 yuan, down 0.43%, with a market cap of 181.73 billion yuan [1] - Midea Group (7.29% weight) at 75.30 yuan, up 1.21%, with a market cap of 57.86 billion yuan [1] - Zhongji Xuchuang (7.12% weight) at 514.74 yuan, down 1.15%, with a market cap of 57.19 billion yuan [1] - Luxshare Precision (6.18% weight) at 65.04 yuan, down 3.33%, with a market cap of 47.36 billion yuan [1] - BYD (5.69% weight) at 103.61 yuan, down 0.87%, with a market cap of 94.46 billion yuan [1] - Sungrow Power Supply (4.83% weight) at 194.68 yuan, up 1.67%, with a market cap of 40.36 billion yuan [1] - Wrigley (4.50% weight) at 118.47 yuan, down 0.30%, with a market cap of 45.99 billion yuan [1] - Gree Electric Appliances (3.53% weight) at 40.47 yuan, down 0.54%, with a market cap of 22.67 billion yuan [1] - ZTE Corporation (2.97% weight) at 44.83 yuan, down 2.97%, with a market cap of 21.44 billion yuan [1] - Xianlefang A (2.81% weight) at 4.09 yuan, up 0.49%, with a market cap of 15.30 billion yuan [1] Capital Flow Summary - The net outflow of main funds from the Shenzhen Leading Index constituents totaled 8.84 billion yuan, while retail investors saw a net inflow of 6.18 billion yuan [3] - Notable capital flows include: - Ningde Times with a net inflow of 94.67 million yuan from main funds and a net outflow of 38.40 million yuan from retail investors [3] - SF Holding with a net inflow of 93.43 million yuan from main funds and a net outflow of 61.70 million yuan from retail investors [3] - Other companies like Fenzhong Media and Luzhou Laojiao also experienced varying degrees of net inflows and outflows [3]

Market Overview - The logistics sector experienced a decline of 0.21% on October 30, with Furan De leading the drop [1] - The Shanghai Composite Index closed at 3986.9, down 0.73%, while the Shenzhen Component Index closed at 13532.13, down 1.16% [1] Stock Performance - Notable gainers in the logistics sector included: - Pulutong (002769) with a closing price of 10.04, up 9.97% and a trading volume of 274,600 shares [1] - China Foreign Trade (601598) closed at 6.68, up 7.40% with a trading volume of 779,900 shares [1] - Yongtaiyun (001228) closed at 27.88, up 3.18% with a trading volume of 74,700 shares [1] - Major decliners included: - Furan De (605050) closed at 14.34, down 6.76% with a trading volume of 276,000 shares [2] - Longzhou Co. (002682) closed at 4.81, down 4.56% with a trading volume of 775,200 shares [2] - Guanghui Logistics (600603) closed at 7.86, down 3.91% with a trading volume of 263,900 shares [2] Capital Flow - The logistics sector saw a net outflow of 18.6 million yuan from institutional investors, while retail investors experienced a net outflow of 17.6 million yuan [2] - Conversely, speculative funds recorded a net inflow of 36.2 million yuan [2] Individual Stock Capital Flow - China Foreign Trade (601598) had a net inflow of 93.62 million yuan from institutional investors, while retail investors saw a net outflow of 80.52 million yuan [3] - Pulutong (002769) experienced a net inflow of 86.91 million yuan from institutional investors, with retail investors facing a net outflow of 54.94 million yuan [3] - Yongtaiyun (001228) had a net inflow of 14.84 million yuan from institutional investors, while retail investors saw a net outflow of 22.66 million yuan [3]

Core Insights - The National Postal Administration conducted a survey to monitor express delivery service quality, reflecting the service levels of companies and promoting improvements in the express delivery industry [1] Group 1: Survey Overview - The survey included nine express delivery brands: Postal Express, SF Express, Zhongtong Express, YTO Express, Yunda Express, Shentong Express, JD Express, Debon Express, and Jitu Express [1] - The survey covered 50 cities, including municipalities, provincial capitals, and 19 cities with high express delivery volumes [1] - A total of 8,255 valid samples were collected for customer satisfaction, while 2.12 million valid samples were collected for timeliness testing [1] Group 2: Customer Satisfaction Results - The overall customer satisfaction score for express delivery services in Q3 2025 was 85.0, an increase of 1.3 points year-on-year [1] - High-scoring brands in public satisfaction included SF Express and JD Express [2] - Regions with high satisfaction scores included Henan, Tianjin, Jiangsu, Beijing, Qinghai, and Hebei, all scoring above 86 [3] - Satisfaction scores for order services were 90.7 for unified customer service hotline orders and 87.7 for orders via courier phone, increasing by 4.3 and 2.1 points respectively [3] - Satisfaction scores for collection services were 87.9 for collection staff and 86.4 for collection timeliness, increasing by 3.5 and 2.3 points respectively [3] - Satisfaction scores for information inquiry services were 85.7 for full information push and 86.2 for timely and accurate logistics information, increasing by 0.9 and 0.7 points respectively [3] Group 3: Timeliness and Delivery Rates - The overall delivery time for express services in Q3 2025 was 51.32 hours, a reduction of 2 hours year-on-year [4] - Breakdown of delivery times showed an average of 8.50 hours for the dispatch processing stage (up 0.28 hours), 29.94 hours for the transportation stage (down 2.50 hours), 9.95 hours for the destination processing stage (up 0.29 hours), and 2.94 hours for the delivery stage (down 0.06 hours) [4] - The 72-hour delivery success rate was 86.47%, an increase of 2.08 percentage points year-on-year [5] - Brands with high 72-hour delivery success rates included Postal Express and SF Express [6]

Core Insights - The core viewpoint of the article is that the satisfaction level of express delivery services in China has improved, with a reported score of 85.0 in Q3 2025, reflecting a year-on-year increase of 1.3 points [2]. Group 1: Customer Satisfaction - The public satisfaction score for express delivery services in Q3 2025 is 85.0, which is an increase of 1.3 points compared to the previous year [2]. - High-scoring brands in public satisfaction include SF Express and JD Express [3]. - Regions with high satisfaction scores include Henan, Tianjin, Jiangsu, Beijing, Qinghai, and Hebei, all scoring above 86 [4]. - Satisfaction scores for various service aspects include: - Order service satisfaction for unified customer service hotline and courier phone orders at 90.7 and 87.7, respectively, with increases of 4.3 and 2.1 points [4]. - Collection service satisfaction for couriers and collection time at 87.9 and 86.4, respectively, with increases of 3.5 and 2.3 points [4]. - Information query service satisfaction for full information push and timely logistics information at 85.7 and 86.2, respectively, with increases of 0.9 and 0.7 points [4]. Group 2: Delivery Timeliness - The overall delivery time for express services in Q3 2025 is 51.32 hours, which is a reduction of 2 hours year-on-year [5]. - Breakdown of delivery times includes: - Average processing time at the shipping origin is 8.50 hours, an increase of 0.28 hours [5]. - Average transportation time is 29.94 hours, a decrease of 2.50 hours [5]. - Average processing time at the destination is 9.95 hours, an increase of 0.29 hours [5]. - Average delivery time is 2.94 hours, a decrease of 0.06 hours [5]. - The 72-hour delivery success rate is 86.47%, which is an increase of 2.08 percentage points year-on-year [6]. - Brands with high 72-hour delivery success rates include Postal Express and SF Express [7].

Core Insights - The State Post Bureau released the results of the 2025 third-quarter express service satisfaction survey and timely delivery rate test, covering nine express service brands [1] - The overall public satisfaction score for express services in the third quarter of 2025 was 85.0, an increase of 1.3 points year-on-year [1] - The brands with the highest public satisfaction scores were SF Express and JD Express [1] Summary by Category Survey Results - The survey monitored nine express service brands, including Postal Express, SF Express, ZTO Express, YTO Express, Yunda Express, Shentong Express, JD Express, Debon Express, and Jitu Express [1] - The public satisfaction score of 85.0 indicates a positive trend in customer satisfaction within the express delivery industry [1] Brand Performance - SF Express and JD Express received the highest scores in public satisfaction, reflecting their strong market positions and customer loyalty [1]

Core Insights - The State Post Bureau released the results of the 2025 Q3 express service satisfaction survey and timely delivery rate test, indicating improvements in customer satisfaction and delivery efficiency [1] Summary by Categories Satisfaction Survey Results - The overall public satisfaction score for express services in Q3 2025 was 85.0, an increase of 1.3 points year-on-year [1] - The brands with the highest satisfaction scores were SF Express and JD Express [1] - Regions with high satisfaction scores included Henan, Tianjin, Jiangsu, Beijing, Qinghai, and Hebei, all scoring above 86 [1] - Satisfaction scores for order services were 90.7 for unified customer service hotline orders and 87.7 for orders via courier phone, increasing by 4.3 and 2.1 points respectively [1] - Satisfaction scores for collection services were 87.9 for collection staff service and 86.4 for collection time, increasing by 3.5 and 2.3 points respectively [1] - Satisfaction scores for information query services were 85.7 for full information push and 86.2 for timely and accurate logistics information, increasing by 0.9 and 0.7 points respectively [1] Timeliness Test Results - The overall delivery time for express services in Q3 2025 was 51.32 hours, reduced by 2 hours year-on-year [1] - Breakdown of delivery times showed that the average time for the dispatch processing stage was 8.50 hours (up by 0.28 hours), transportation stage was 29.94 hours (down by 2.50 hours), arrival processing stage was 9.95 hours (up by 0.29 hours), and delivery stage was 2.94 hours (down by 0.06 hours) [1] - The 72-hour timely delivery rate was 86.47%, an increase of 2.08 percentage points year-on-year [1] - Brands with higher 72-hour timely delivery rates included Postal Express and SF Express [1]