J&T Global Express Limited Announces Passage of Major Transaction and Corporate Governance Amendments at Extraordinary General Meeting

Date: April 21, 2026
Company: J&T Global Express Limited (HKEX: 1519)

Key Highlights from the EGM

• All resolutions were passed by poll with overwhelming support.
• Approval of a major transaction with S.F. Holding Co., Ltd.: Shareholders approved the proposed strategic subscription of H Shares in S.F. Holding and the related issuance of Class B Shares to S.F. Holding under a general mandate.
• Corporate governance upgrades: Shareholders also approved amendments to the Company’s articles of association and the adoption of the eighth amended and restated memorandum and articles of association.

Detailed Poll Results

Ordinary Resolution 1: Major Transaction with S.F. Holding

• Transaction Scope: The transaction involves J&T Global Express subscribing to H Shares of S.F. Holding and issuing new Class B Shares to S.F. Holding under the general mandate. The Board is authorized to execute, confirm, and ratify the Share Subscription Agreement dated January 15, 2026, and all related ancillary agreements.
• Voting Results:
  • Class A Shares: 9,713,900,480 votes FOR (100%), 0 votes AGAINST
  • Class B Shares: 2,434,474,427 votes FOR (100%), 0 votes AGAINST
  • Total Votes: 12,148,374,907 FOR (100%), 0 AGAINST
• Voting Power: Each Class A Share equals 10 votes, each Class B Share equals 1 vote for this resolution.
• Abstentions:
  • BOCI TRUSTEE (HONG KONG) LIMITED, as trustee of the 2024 Share Incentive Scheme, abstained from voting with 135,412,761 Class B Shares (1.52% of total issued shares).
  • S.F. Holding, with a material interest, abstained from voting in respect of its 150,300,355 Class B Shares.

Special Resolution 2: Amendments to Articles of Association

• Scope: Shareholders approved proposed amendments to the Company’s articles of association and the adoption of the eighth amended and restated memorandum and articles of association.
• Voting Results:
  • Class A Shares: 971,390,048 FOR (100%), 0 AGAINST
  • Class B Shares: 2,434,474,427 FOR (100%), 0 AGAINST
  • Total Votes: 3,405,864,475 FOR (100%), 0 AGAINST
• Voting Power: For this resolution, each Class A and Class B Share equals 1 vote.

Important Shareholder Information

• Share Capital Structure: As of the EGM date, the Company had 8,897,925,305 shares in issue, including 971,390,048 Class A Shares and 7,926,535,257 Class B Shares. Of these, 8,061,800 Class B Shares are treasury shares, which did not carry voting rights at the EGM.
• Shareholder Restrictions: No shareholder other than those mentioned above was required to abstain from voting. No shares were subject to voting restrictions under the Listing Rules.
• Board Attendance: All Company Directors attended the EGM, ensuring full oversight of the process.
• Scrutineer: Tricor Investor Services Limited acted as the scrutineer for the poll results.

Potential Impact on Share Value

• This strategic transaction with S.F. Holding is significant, as it deepens the partnership between two major express and logistics players in the region. The issuance of new shares and increased cooperation could potentially enhance J&T Global’s competitive position and market valuation.
• The amendments to corporate governance documents may improve transparency, regulatory compliance, and investor confidence, which are positive for long-term shareholder value.
• Shareholders should note the dilution effect of new shares issued to S.F. Holding, but the strategic benefits and capital raised could offset this impact.

Conclusion

The overwhelming approval of both the major transaction and corporate governance amendments marks a pivotal moment for J&T Global Express Limited. Investors should monitor further disclosures on the implementation of the share subscription and any new developments in the partnership with S.F. Holding, as these could have material effects on the Company’s growth trajectory and share price.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors are encouraged to review the official announcements and consult their own advisors before making investment decisions.

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