Group 1 - Company announced a share buyback plan for both A-shares and H-shares, approved by the board on August 29, 2025 [1] - The A-share buyback will involve repurchasing between 40 million to 80 million shares, representing approximately 0.3031% to 0.6062% of the total share capital as of the approval date [1] - The estimated total funds for the A-share buyback range from RMB 152 million to RMB 305 million, based on a maximum buyback price of RMB 3.81 per share [1] Group 2 - The A-shares repurchased will be used for cancellation, thereby reducing the company's registered capital [1] - The H-share buyback will be conducted under a general authorization framework and does not require shareholder approval [1]

Core Viewpoint - The company has approved a plan to issue H-shares and convertible bonds to enhance its logistics capabilities and optimize its capital structure [1][10]. Group 1: H-Share Placement - The company plans to issue up to 70,000,000 H-shares, representing a maximum of 10% of the total shares issued as of June 13, 2025 [3][10]. - The shares will be offered to qualified investors independent of the company and its affiliates, with the pricing determined based on market conditions [3][5]. - The net proceeds from the H-share placement will be used to strengthen international logistics capabilities, develop advanced technologies, and optimize the company's capital structure [7][10]. Group 2: Convertible Bond Issuance - The company intends to issue up to HKD 2.95 billion in convertible bonds through its wholly-owned subsidiary, SF Holding Investment 2023 Limited [11][12]. - The bonds will be zero-coupon, with a maturity date of July 8, 2026, and will be convertible into H-shares [14][15]. - The proceeds from the bond issuance will also be allocated to enhancing logistics capabilities and optimizing the capital structure [16][22]. Group 3: Authorization Matters - The board has authorized the company's vice president and financial officer to handle all matters related to the H-share placement and convertible bond issuance [5][17]. - The authorization includes obtaining necessary approvals from regulatory bodies and finalizing agreements related to the offerings [6][18]. - The validity of the board's resolutions is set for three months for the H-share placement and twelve months for other authorization matters [9][22].

Group 1 - The company plans to issue 49,981,889 H-shares at a price of HKD 10.45 per share, raising a total of HKD 522,310,740.05, with the entire amount to be subscribed in cash by Anhui Provincial Transportation Holding Group (Hong Kong) Co., Ltd. [2][5] - The transaction constitutes a related party transaction as Anhui Provincial Transportation Holding Group Co., Ltd. is the controlling shareholder of the company, holding 31.63% of its shares [4][47]. - The issuance has been approved by the company's board of directors and is pending approval from the shareholders' meeting [3][6]. Group 2 - The purpose of the H-share issuance is to enhance the company's capital strength and support its main business development in the highway sector, with approximately 50% of the raised funds allocated for highway investments and the other 50% for cash dividends [5][22]. - The company has not conducted any related party transactions with the same related party in the past 12 months prior to this announcement [7][30]. - The issuance will not change the company's main business or significantly impact its assets [22]. Group 3 - The related party, Anhui Provincial Transportation Holding Group (Hong Kong) Co., Ltd., was established in September 2013 and is a wholly-owned subsidiary of Anhui Provincial Transportation Holding Group, with a registered capital of USD 24.8 million [8]. - The financial data for Anhui Provincial Transportation Holding Group (Hong Kong) Co., Ltd. shows an unaudited revenue of RMB 197 million and a net profit of RMB -4 million for 2024, with total assets of RMB 5.899 billion and net assets of RMB 316 million as of the end of 2024 [9]. Group 4 - The issuance price of HKD 10.45 per share complies with the regulations set by the Hong Kong Stock Exchange and is based on the higher of the closing price on the signing date or the average closing price over the previous five trading days [14]. - The subscription agreement includes a lock-up period of 18 months from the date of delivery, during which the related party cannot sell the subscribed shares [19]. Group 5 - The board of directors has authorized the establishment of an independent director committee to provide independent opinions on the transaction to the shareholders' meeting [49]. - The company has developed a shareholder return plan for 2025-2027, emphasizing cash dividends and maintaining a stable profit distribution policy [52][34].