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Annual Report S.F. Holding Co.,Ltd. 2018 Annual report S.F. 2018 S.F. Holding Co., Ltd. Annual Report Stock Abbr.: SF Holding Stock Code: 002352 Notice The Company prepared its 2018 Annual Report in accordance with relevant regulations and guidelines set forth by the China Securities Regulatory Commission and the Shenzhen Stock Exchange, including the “Publicly Listed Company Information Disclosure Content and Format Guideline No. 2 – Annual Report Content and Format,” the “Shenzhen Stock Exchange Listing Rules,” the “Shenzhen Stock Exchange Standard Operating Guidelines for Small and Medium Enterprises,” and the “Small and Medium Enterprise Information Disclosure Memorandum No. 2 – Matters Related to Periodic Disclosures.” The Company’s 2018 Annual Report was prepared and published in Chinese and the English version is for reference only. Should there be inconsistency between the Chinese version and the English version, the Chinese version shall prevail. Investors can access the Company’s 2018 Annual Report on Cninfo (www.cninfo.com.cn), which is designated by the China Securities Regulatory Commission for Publishing the Annual Report. 001 2018 年度报告 ANNUAL REPORT Important Information, Table 01 of Contents, and Definitions 002 2018 年度报告 ANNUAL REPORT Important Notice The Company’s Board of Directors, Supervisory Committee, directors, supervisors, and senior management hereby guarantee that the contents of the Annual Report are true, accurate, and complete, and that there are no misrepresentations, misleading statements, or material omissions, and shall assume individual and joint legal liabilities. Wang Wei, the Company’s responsible person, NG Wai Ting, the person in charge of accounting work, and Wang Lixiu, the person in charge of the accounting department (accounting officer), hereby declare and warrant that the financial report within the Annual Report is true, accurate, and complete. All directors have attended the Board meeting approving the Annual Report. Forward-looking statements such as future development plans in this report do not constitute the Company’s promise to investors. Investors are advised to invest rationally and to take into account possible investment risks. The Company is required to comply with the disclosure requirements presented in the Shenzhen Stock Exchange for Industrial Information Disclosure No.9 – Listed Companies Engaged in the Express Delivery Services Business. In this Annual Report, the Company details the possible risk factors and countermeasures that may occur in the future. For more information, refer to “Possible Risks and Countermeasures” in “Section IX. Prospects of the Company,” found in “Chapter 4. Management Discussion and Analysis of Business Operation.” Investors shall refer to this information. According to the arrangement of the major asset restructuring in 2016, Shenzhen Mingde Holding Development Co., Ltd., Ningbo Shunda Fengrun Investment Management Partnership (Limited Partnership), Jiaqiang Shunfeng (Shenzhen) Equity Investment Partnership (Limited Partnership), Shenzhen Zhaoguang Investment Co., Ltd., Suzhou Industrial Park Oriza Shunfeng Equity Investment Company (Limited Partnership), Suzhou Guyu Qiuchuang Equity Investment Partnership (Limited Partnership), and Ningbo Shun Xin Feng He Investment Management Partnership (Limited Partnership) (collectively “the restructuring counterparties”) make the profit compensation commitments as follows: The net profits of Shenzhen S.F. Taisen Holding (Group) Co., Ltd. shall be no less than RMB2,185 million, RMB2,815 million and RMB3,488 million in 2016, 2017 and 2018 respectively, no less than an aggregate amount of RMB8,488 million for the three years. The aforesaid net profits refer to the net profits attributable to shareholders of the parent company after deducting non-recurring profits or losses in the consolidated statements of Shenzhen S.F. Taisen Holding (Group) Co., Ltd., and do not include interests and other incomes generated from proceeds of the major asset restructuring and expenses incurred after actual putting into operation of the fundraising project. If the amount of net profits (aggregate amount) realized by Shenzhen S.F. Taisen Holding (Group) Co., Ltd. as of the end of each accounting year during the profit compensation period fails to reach the committed net profits (aggregate amount), the Restructuring Parties shall make compensations for SF Holding (that is, the original Dingtai New Materials) with shares or a combination of shares and cash of SF Holding (formerly known as “Dingtai New Materials”) obtained from the transaction of major asset restructuring. In 2016, 2017 and 2018, Shenzhen S.F. Taisen Holding (Group) Co., Ltd. realised aggregate net profits for three years of RMB9,636.9849 million, exceeding in aggregate profits compensation commitments by RMB1,148.9849 million. The profit distribution proposal reviewed and approved by the Company’s Board of Directors on March 14, 2019 is as follows: based on the total share capital on the record date for the implementation of the 2018 profit distribution plan in future less the number of shares in the repurchase special accounts of the Company, a cash dividend of RMB2.10 (including tax) will be distributed for every 10 shares held. There will be no equity dividend or conversion of equity reserve into share capital of the Company. 003 2018 年度报告 ANNUAL REPORT Table of Contents Chapter 1 Important Information, Table of Contents, and Definitions......001 Chapter 2 Company Profile and Key Financial Indicators.................005 Chapter 3 Business Overview .......................................011 Chapter 4 Management Discussion and Analysis of Business Operation ....040 Chapter 5 Significant Events........................................074 Chapter 6 Share Changes & Shareholder Details .......................121 Chapter 7 Preferred Shares.........................................128 Chapter 8 Directors, Supervisors, Senior Management, and Employees.....129 Chapter 9 Corporate Governance ...................................145 Chapter 10 Corporate Bonds .......................................152 Chapter 11 Financial Statements ....................................153 Chapter 12 List of Documents Available for Inspection ..................277 004 2018 年度报告 ANNUAL REPORT Definitions Term Description Reporting period January 1, 2018 to December 31, 2018 The same period of last year January 1, 2017 to December 31, 2017 S.F. Holding Co., Ltd., formerly known as Maanshan Dingtai Rare Earth and New The Company, The listed Materials Co., Ltd. After completing a major asset restructuring (as defined below) in Company, SF Holding December 2016, it was officially renamed to S.F. Holding Co., Ltd. in February 2017. RMB Renminbi yuan Stock Listing Rules Stock Listing Rules of Shenzhen Stock Exchange In December 2016, all assets and liabilities (exchange-out assets) of the Company’s predecessor, Dingtai New Materials, was replaced with the equivalent 100% equity (exchange-in assets) of Taisen Holding held by all shareholders of Taisen Holding as of Major asset restructuring December 31, 2015. The difference between the exchange-in assets and the exchange- out assets was purchased by Dingtai New Materials, the Company’s predecessor, from all shareholders of Taisen Holding, in the form of issuing shares. All assets and liabilities of the Company’s predecessor, Dingtai New Materials, as of Exchange-out assets December 31, 2015. Exchange-in assets 100% equity of Taisen Holding as of December 31, 2015. Shenzhen Mingde Holdings Development Co., Ltd., Ningbo Shunda Fengrun Investment Management Partnership (Limited Partnership), Jiaqiang Shunfeng (Shenzhen) Equity Investment Partnership (Limited Partnership), Shenzhen Zhaoguang Investment Co., Ltd., The restructuring counterparties Suzhou Industrial Park Oriza Shunfeng Equity Investment Company (Limited Partnership), Suzhou Guyu Qiuchuang Equity Investment Partnership (Limited Partnership), and Ningbo Shunxin Fenghe Investment Management Partnership (Limited Partnership) Shenzhen Mingde Holding Development Co., Ltd., the controlling shareholder of S.F. Mingde Holding Holding Co., Ltd. Mingde Limited Mingde Holding Limited, a subsidiary of Shenzhen Mingde Holding Development Co., Ltd. Maanshan Dingtai Rare Earth and New Materials Co., Ltd., The predecessor of S.F. Dingtai New Materials Holding Co., Ltd., it was renamed to S.F. Holding Co., Ltd. in February 2017. Taisen Holding Shenzhen S.F. Taisen Holding (Group) Co., Ltd., a subsidiary of S.F. Holding Co., Ltd. Shunda Fengrun Ningbo Shunda Fengrun Investment Management Partnership (Limited Partnership) Jiaqiang Shunfeng Jiaqiang Shunfeng (Shenzhen) Equity Investment Partnership (Limited Partnership) Zhaoguang Investment Shenzhen Zhaoguang Investment Co., Ltd. Oriza Shunfeng Suzhou Industrial Park Oriza Shunfeng Equity Investment Company (Limited Partnership) Guyu Qiuchuang Suzhou Guyu Qiuchuang Equity Investment Partnership (Limited Partnership) Shunxin Fenghe Ningbo Shunxin Fenghe Investment Management Partnership (Limited Partnership) SF Limited SF Holding Limited, It is a subsidiary of S.F. Holding Co., Ltd. SF Technology SF Technology Co., Limited, a subsidiary of S.F. Holding Co., Ltd. S.F. Investment Shenzhen S.F. Investment Co., Ltd., a subsidiary of S.F. Holding Co., Ltd. Chengdu FengCheng Chengdu FengCheng Logistics Co., Ltd., a subsidiary of S.F. Holding Co., Ltd. Shunxin Express Guangdong Shunxin Express Co., Ltd., a subsidiary of S.F. Holding Co., Ltd. HAVI HongKong, New HAVI
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