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SF Holdings (06936): SF Fengtai plans to acquire all shares of SF Logistics Holdings Limited for HK$2,611 billion
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According to the Zhitong Finance App, SF Holdings (06936) issued a joint announcement on October 29, 2026 (the announcement) relating to SF Fengtai Industrial Park Holdings Co., Ltd. (buyer or SF Fengtai), a wholly-owned subsidiary of SF Holdings Co., Ltd. (the Company), and SF Real Estate Investment Trust (SF Real Estate Trust; stock code: 2191). As of the date of this announcement, the Company indirectly held 300 million SF Real Estate Trust Fund units through SF Fengtai, accounting for about 36.61% of the total number of fund units issued by it.

As stated in the announcement, the buyer has entered into a sales agreement (agreement) with Deutsche Trust (Hong Kong) Ltd. (the seller) (as the trustee of SF Housing Trust), and the seller will sell to the buyer all of the shares issued and the intercompany balance of SF Logistics Holdings Limited (the selling entity), a direct wholly-owned subsidiary of SF Housing Trust. The total cost is approximately HK$2,611 million (proposed sale). The seller currently holds four properties (spin-off assets) in Tsing Yi, Hong Kong and Foshan, Wuhu and Changsha in mainland China. The four properties are all modern logistics properties, located in major strategic logistics hubs in Hong Kong and mainland China. After the proposed sale is completed, SF Real Estate Trust will no longer hold any interest in the seller.

After the proposed sale is completed, SF REIT will make a proposed special distribution (proposed special allocation) and a second mid-term distribution in 2026 (proposed second interim distribution in 2026), and recommend termination, recommended liquidation, recommended delisting, and proposed withdrawal of the recognition of SF REIT as a real estate investment trust fund in accordance with the Real Estate Investment Trust Fund (REIT Code) (hereinafter collectively referred to as such proposals). The fund unit will be listed from the Hong Kong Stock Exchange Limited (hereinafter referred to as the Stock Exchange). Such proposals are subject to the preconditions described in the notice (or, if applicable, exempted) before they can be implemented, including approval by the SF REIT Independent Fund holder at a special general meeting in accordance with the approval threshold applicable to the Housing Trust Code and the Hong Kong Company Takeover and Merger Code. As stated in the announcement, SF Express has agreed under the agreement to: (i) offset the cost of the proposed sale with a special allocation due to it, and (ii) relinquish its entitlement to the proposed second interim allocation in 2026.

The Company regained full control of the spin-off assets through this acquisition. These suggestions help the company to more flexibly coordinate and optimize related logistics assets, eliminate continuous redundant administrative and management expenses, and are in line with the company's long-term strategic layout for logistics assets; at the same time, they also provide fund unit holders with a good opportunity to optimize capital allocation and realize actual value.

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