Announcement on Adjustment of Conversion Price of Convertible Bonds

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities, or an invitation to enter into any agreement for any such purpose, nor does it constitute an offer to acquire, purchase or subscribe for any securities. This announcement may not be distributed or published, directly or indirectly, in the United States. This announcement is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdiction where such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the securities will be offered and sold only outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. SF HOLDING INVESTMENT 2023 LIMITED (A company incorporated in the British Virgin Islands) RMB 2,950,000,000 Zero-Coupon Guaranteed Convertible Bonds due 2026 (Bond Code: 5724) Guaranteed unconditionally and irrevocably by S.F. HOLDING CO., LTD. (A joint stock limited company incorporated in the People's Republic of China) (Stock Code: 6936) Adjustment of the Conversion Price of RMB 2,950,000,000 Zero-Coupon Guaranteed Convertible Bonds due 2026 Reference is made to (i) the announcement of SF Holding Co., Ltd. (the "Company") dated June 26, 2025, July 10, 2025 and July 11, 2025 in relation to the RMB 2,950,000,000 zero-coupon guaranteed convertible bonds due 2026 (the "Convertible Bonds Announcement"); (ii) the Company's announcement dated August 28, 2025 in relation to the interim dividend for the six months ended June 30, 2025 (the "Interim Dividend Announcement"); and (iii) the Company's announcement dated May 8, 2026 in relation to the results of the 2025 annual general meeting of shareholders, including the final dividend for the year ended December 31, 2025 (the "Poll Results Announcement"). Unless otherwise defined, all terms used in this announcement shall have the same meanings as defined in the Convertible Bonds Announcement. As announced in the Interim Dividend Announcement, the Board declared an interim dividend of RMB 4.6 per 10 shares for the six months ended June 30, 2025, with a record date of September 15, 2025 (the "2025 Interim Dividend"). As the payment of the 2025 Interim Dividend resulted in an adjustment to the conversion price of less than one percent (a "Minor Adjustment") based on the conversion price then in effect, (i) no adjustment was made to the conversion price for the Minor Adjustment, and (ii) such Minor Adjustment shall be carried forward and taken into account in any subsequent adjustment to the conversion price. As announced in the Poll Results Announcement, shareholders approved a final dividend of RMB 4.3 per 10 shares for the year ended December 31, 2025 (the "2025 Final Dividend"). The record date for the 2025 Final Dividend will be May 18, 2026 (the "H Share Record Date"). Pursuant to the terms and conditions, the payment of the 2025 Final Dividend will result in an adjustment to the conversion price. Accordingly, and assuming no other event that may trigger an adjustment to the conversion price occurs on or before the H Share Record Date, the conversion price will be adjusted from HK$48.47 per H share to HK$47.43 per H share (the "Adjustment") due to the payment of the 2025 Interim Dividend and the 2025 Final Dividend to shareholders. The Adjustment will take effect on May 19, 2026 (i.e., the day immediately following the H Share Record Date). Save for the Adjustment, all other terms and conditions remain unchanged. As at the date of this announcement, the principal amount of the Bonds that has not been converted is RMB 2,950,000,000. Following the Adjustment and assuming the principal amount of the unconverted Bonds remains unchanged, the maximum number of conversion shares to be issued by the Company upon full conversion of the unconverted Bonds at the adjusted conversion price of HK$47.43 per H share will be 62,196,921 H shares, representing: (a) an increase of 1,337,671 conversion shares (the "Additional Conversion Shares") compared to the 60,859,250 conversion shares issuable under the initial conversion price of HK$48.47 per H share; (b) approximately 25.92% of the existing issued H shares of the Company as at the date of this announcement and approximately 1.23% of the total issued share capital of the Company as at the date of this announcement; and (c) approximately 20.58% of the issued H shares of the Company and approximately 1.22% of the total issued share capital of the Company after the enlargement of the issued H shares upon full conversion of the Bonds. The Additional Conversion Shares will be issued and allotted by the Company pursuant to the general mandate (the "General Mandate") granted by the shareholders to the Directors on June 13, 2025, pursuant to which, among other things, the Directors may issue and allot up to 496,836,675 H shares (including convertible bonds that are convertible into H shares). As at the date of this announcement, the Company has issued and allotted 70,000,000 H shares pursuant to the General Mandate, and the unutilised portion of the General Mandate is expected to be sufficient to cover the conversion shares to be issued upon full conversion of the Bonds (including the Additional Conversion Shares). The Company will apply to the Stock Exchange for the listing and quotation of the Additional Conversion Shares to be allotted and issued after the conversion of the Bonds on the Stock Exchange. Shenzhen, the People's Republic of China, May 13, 2026 As at the date of this announcement, the directors of SF Holding Investment 2023 Limited are Mr. He Jie and Ms. Ooi Bee Ti. As at the date of this announcement, the members of the Board of Directors of SF Holding Co., Ltd. include Mr. Wang Wei, Chairman and Executive Director, Mr. He Jie and Mr. Xu Song, Executive Directors; and Mr. Chen Shangwei, Mr. Jonathan L. S. K. Lee and Dr. Ding Yi, Independent Non-Executive Directors.