| 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因 公告全部或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 | | | --- | --- | | 股票發行人現金股息公告 | | | 發行人名稱 | 德銀天下股份有限公司 | | 股份代號 | 02418 | | 多櫃檯股份代號及貨幣 | 不適用 | | 相關股份代號及名稱 | 不適用 | | 公告標題 | 截至2025年12月31日止年度之末期股息 | | 公告日期 | 2026年3月27日 | | 公告狀態 | 新公告 | | 股息信息 | | | 股息類型 | 末期 | | 股息性質 | 普通股息 | | 財政年末 | 2025年12月31日 | | 宣派股息的報告期末 | 2025年12月31日 | | 宣派股息 | 每 10 股 0.3147 RMB | | 股東批准日期 | 2026年5月28日 | | 香港過戶登記處相關信息 | | | 派息金額及公司預設派發貨幣 | 有待公佈 | | 匯率 | 有待公佈 | | 除淨日 | 2026年6月1日 ...

Financial Performance - In 2025, the company achieved an operating revenue of RMB 2,762.2 million, representing a year-on-year increase of 5.1% compared to RMB 2,627.8 million in 2024[10] - The net profit attributable to shareholders was RMB 68.3 million, a decrease of 55.4% from RMB 153.2 million in 2024[10] - Basic earnings per share were RMB 0.03, down from RMB 0.07 in 2024[10] - Gross profit for the same period was approximately RMB 396.4 million, a decrease of 7.9% year-on-year[17] - The logistics and supply chain services segment generated revenue of approximately RMB 2,057.1 million, a year-on-year increase of 5.8%[20] - The supply chain financial services segment reported revenue of approximately RMB 445.4 million, a decrease of 3.9% compared to the previous year[20] - The IoT and data services segment achieved revenue of approximately RMB 259.7 million, reflecting a year-on-year increase of 17.9%[20] - The company’s revenue for the year ended December 31, 2025, was approximately RMB 2,762.2 million, an increase of 5.1% compared to 2024[17] - The gross profit margin for the supply chain finance services segment decreased from 53.5% to 45.7%, attributed to increased competition and higher business policy costs[63] - Pre-tax profit fell by 53.2% from RMB 199.2 million in 2024 to RMB 93.2 million in 2025, attributed to increased competition and higher business costs[78] - Net profit for the year dropped to approximately RMB 59.6 million in 2025 from RMB 156.7 million in 2024, resulting in a net profit margin of 2.2% compared to 6.0% in the previous year[80] Market and Sales Performance - The commercial vehicle market in 2025 saw a total sales volume of 4,296 thousand units, with a year-on-year growth of 10.9%[9] - Domestic sales of commercial vehicles reached 3,236 thousand units, growing by 9.0% year-on-year, while exports increased by 17.2% to 1,060 thousand units[9] - The company sold 1,719 commercial vehicles in 2025, including 1,103 new energy vehicles, with new energy sales increasing by 241.5% year-on-year[22] - The top five customers accounted for approximately 25.7% of total revenue for the year ending December 31, 2025, compared to 42.0% for the year ending December 31, 2024[169] - The largest single customer contributed about 14.6% of total revenue for the year ending December 31, 2025, up from 11.1% for the year ending December 31, 2024[169] Financing and Investment Activities - The company issued asset-backed securities (ABS) totaling RMB 1,130 million in its financing leasing business[12] - The financing lease business added a new investment amount of RMB 6,235.4 million in 2025, with 10,703 new financing lease agreements signed[24] - The company expanded its factoring business with a new investment amount of RMB 2,297.6 million for 2025[25] - The company issued two tranches of asset-backed securities (ABS) totaling RMB 1,130 million in 2025 to diversify its funding sources[25] - The company has utilized RMB 101.1 million for general working capital, which has been fully used[164] - The company has allocated RMB 303.3 million for enhancing core technology capabilities in the Internet of Vehicles and data services, with RMB 105.2 million already utilized[164] Assets and Liabilities - Total assets as of December 31, 2025, were RMB 11,428.0 million, an increase from RMB 9,489.2 million in 2024[19] - Total liabilities increased to RMB 8,087.4 million as of December 31, 2025, compared to RMB 6,130.7 million in 2024[19] - As of December 31, 2025, the total financing lease receivables amounted to RMB 7,718.7 million, an increase from RMB 6,260.7 million in 2024[36] - The total factoring receivables as of December 31, 2025, were RMB 1,335.2 million, compared to RMB 1,256.4 million in 2024[39] - Current assets increased from approximately RMB 7,015.8 million as of December 31, 2024, to approximately RMB 8,017.1 million as of December 31, 2025, primarily due to an increase of about RMB 1,317.8 million in inventory, trade receivables, and other receivables[81] Operational Efficiency and Cost Management - Total costs increased by approximately 7.7% from RMB 2,197.2 million in the year ending December 31, 2024, to RMB 2,365.8 million in the year ending December 31, 2025, mainly due to increased revenue[62] - The cost of the logistics and supply chain services segment increased by approximately 6.0%, aligning closely with a 5.8% increase in revenue for the same segment[62] - The gross profit decreased by 7.9% from RMB 430.6 million in the year ending December 31, 2024, to RMB 396.4 million in the year ending December 31, 2025, with the gross margin declining from 16.4% to 14.3%[63] - Administrative expenses decreased from RMB 127.7 million in 2024 to RMB 109.8 million in 2025, a reduction of approximately RMB 17.9 million, primarily due to lower consulting fees and office rent[68] - R&D expenses increased by 17.6% from RMB 34.2 million in 2024 to RMB 40.2 million in 2025, driven by an increase in self-developed projects and employee benefits[70] Governance and Management - Zhao Peng appointed as Executive Director and General Manager, responsible for overall management and operations since January 2025[126] - The management team has extensive experience in finance, operations, and strategic planning, enhancing the company's decision-making capabilities[126][134] - The company emphasizes the importance of independent directors in governance and oversight roles[129][130][133] - The board includes members with diverse backgrounds in finance, engineering, and management, contributing to a well-rounded governance structure[129][130][133] - The company has appointed new non-executive directors to strengthen its strategic planning and decision-making capabilities, enhancing governance and oversight[136] Future Plans and Strategic Initiatives - The company plans to enhance its core competitiveness by upgrading its product service matrix and transitioning from "sales and financing collaboration" to "production, sales, and service collaboration" in 2026[45] - The company aims to build a data, finance, logistics, and vehicle ecosystem brand matrix in 2026, enhancing its influence and customer trust through collaborative partnerships[49] - The company will launch the "De Yi Tong Tu" used car business in 2026 to boost vehicle sales, leveraging its core advantages in brand, technology, and service[48] - The company is actively pursuing opportunities for mergers and acquisitions to enhance its market position and expand its service offerings[149] Risk Management - The company has implemented risk management policies to address various operational risks and is committed to adjusting these policies as the business evolves[158] - The company has established credit policies to monitor credit risk exposure related to cash, cash equivalents, and trade receivables, ensuring that credit quality is assessed based on customer financial status and market conditions[118] - The company faces various market risks, including cash flow and fair value interest rate risks, with a potential impact of RMB 0.6 million on after-tax profit if interest rates on cash and cash equivalents rise or fall by 10%[116] Shareholder Information - The proposed final dividend for the fiscal year ending December 31, 2025, is RMB 0.3147 per 10 shares, to be distributed on August 26, 2026[150] - As of December 31, 2025, Shaanxi Automobile Group held approximately 68.77% of the company's shares[178] - The company has a reserve of approximately RMB 386.0 million available for distribution to shareholders as of December 31, 2025[168]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對 其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內 容而產生或因倚賴該等內容而引致的損失承擔任何責任。 董事長 郭萬才 董事會會議通告 德銀天下股份有限公司（「本公司」）董事會（「董事會」）謹此宣佈，董事會會 議將於2026年3月27日（ 星期五 ）舉行，藉以考慮及批准刊發本公司及其附 屬公司截至2025年12月31日止年度之全年業績、建議派付末期股息（ 如有） 及處理任何其他事項。 承董事會命 德銀天下股份有限公司 （ 一家於中華人民共和國註冊成立的股份有限公司） （股份代號：2418） 中國，西安 2026年3月17日 於本公告日期，本公司董事會成員包括董事長兼非執行董事郭萬才先生， 執行董事趙鵬先生及王文岐先生，非執行董事田強先生、趙承軍先生及馮 敏女士，以及獨立非執行董事李剛先生、葉永威先生及余強先生。 ...

截至月份: 2026年2月28日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 德銀天下股份有限公司 ( 於中華人民共和國註冊成立的股份有限公司) FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 呈交日期: 2026年3月4日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | H | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 02418 | 說明 | H股 | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 552,436,500 | RMB | | 1 RMB | | 552,436,500 | | 增加 / 減少 (-) | | | 0 | | | RMB | | 0 | | 本月底結存 | | | 552,436,500 | RMB | | 1 RMB | | 552,436,500 | | ...

Core Viewpoint - The company has issued a profit warning, expecting a significant decline in net profit for 2025, while also advancing its H-share full circulation plan and experiencing changes in executive management, alongside ongoing risks related to concentrated shareholding [1] Financial Performance - The company anticipates a net profit for 2025 to be approximately 45 million to 55 million yuan, representing a substantial decrease of about 65% to 71% compared to the 157 million yuan in 2024. This decline is primarily attributed to intensified industry competition leading to increased costs, reduced gross margins, and a more prudent approach in raising the allowance for bad debts [2] Company Status - On December 30, 2025, the board approved a proposal for the controlling shareholder, Shaanxi Automobile Group, to convert approximately 538 million domestic shares into H-shares, which accounts for about 24.67% of the total issued shares. This plan is subject to approval from the China Securities Regulatory Commission and the Hong Kong Stock Exchange, and its implementation may impact H-share liquidity and shareholding structure [3] - The Hong Kong Securities Regulatory Commission noted on December 2, 2025, that the company's shareholding is highly concentrated, with the top ten shareholders holding a total of 98.90% of H-shares, leaving only 1.10% in circulation. This structure may lead to significant price volatility due to limited trading, which remains a risk to monitor [5] Executive Changes - On February 11, 2026, the company announced that Executive Director and Deputy General Manager Wang Wenqi resigned from his deputy position due to age reasons, with the effectiveness of his executive director role pending the appointment of a new director. This personnel change may involve adjustments to the company's governance structure [4] Business Development - Since 2025, the company has been expanding its overseas market through strategic partnerships, such as the smart logistics project with Yongqing Group in Indonesia, aiming to enhance the international business proportion by leveraging the trend of heavy trucks going abroad. The realization of overseas orders and their contribution to performance are worth tracking [6]

Core Viewpoint - Deutsche Bank (德银天下) announced the resignation of Mr. Wang Wenqi due to age reasons, effective from February 11, 2026, for the position of Deputy General Manager and from the date of appointment of a new director for the position of Executive Director of the Second Board [1] Group 1 - Mr. Wang Wenqi has submitted his resignation as Deputy General Manager due to age reasons [1] - The resignation will take effect on February 11, 2026 [1] - Mr. Wang will also resign from his position as Executive Director of the Second Board upon the appointment of a new director [1]

Core Viewpoint - Deutsche Bank Tianxia (02418.HK) announced the resignation of Wang Wenqi due to age reasons, effective from February 11, 2026, for the position of Deputy General Manager and from the date of appointment of the new director for the position of Executive Director of the second board [1] Group 1 - Wang Wenqi has submitted his resignation as Deputy General Manager due to age reasons, effective from February 11, 2026 [1] - His resignation as Executive Director of the second board will take effect from the appointment date of the new director [1]

Core Viewpoint - Deutsche Bank Tianxia (02418) announced the resignation of Mr. Wang Wenqi due to age reasons, effective from February 11, 2026, for the position of Deputy General Manager and from the date of appointment of a new director for the position of Executive Director of the Second Board [1] Group 1 - Mr. Wang Wenqi has submitted his resignation as Deputy General Manager due to age reasons [1] - The resignation will take effect on February 11, 2026 [1] - The resignation from the position of Executive Director will take effect upon the appointment of a new director [1]

根據本公司章程（「章程」），王先生將繼續履行執行董事職責，其執行董事 的辭任僅於本公司股東會委任新董事加入董事會後生效。 王先生已確認其與董事會並無意見分歧，且其辭任並無任何事宜需提請香 港聯合交易所有限公司（「聯交所」）、本公司股東及債權人關注。 董事會謹此對王先生在任期內為公司作出的寶貴貢獻表示衷心感謝。 公司將在適當時候根據聯交所證券上市規則及章程的要求，就建議委任新 董事事宜另行發佈公告及進行安排。 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對 其準確性或完整性亦不發表聲明，並明確表示概不就因本公告全部或任何部分內容而 產生或因倚賴該等內容而引致的任何損失承擔任何責任。 （ 一家於中華人民共和國註冊成立的股份有限公司） （股份代號：2418） 執行董事兼副總經理辭任 德銀天下股份有限公司（「本公司」）董事（「董事」）會（「董事會」）宣佈，王文 岐 先 生（「 王 先 生」）因 年 齡 原 因 ， 已 提 出 辭 任 (i) 本 公 司 副 總 經 理 職 務 ， 自 2026年2月11日起生效；及(ii)第二屆董事會執行董事職務，自新任董事獲 委任之日起生效。 郭萬才 中 ...

Core Viewpoint - Deutsche Bank (02418) anticipates a significant decline in net profit for the fiscal year ending December 31, 2025, projecting a range of approximately RMB 45 million to RMB 55 million, which represents a decrease of about 65% to 71% compared to the net profit of RMB 157 million for the fiscal year ending December 31, 2024 [1] Group 1: Financial Projections - The expected net profit for 2025 is projected to be between RMB 45 million and RMB 55 million [1] - This represents a substantial decrease of approximately 65% to 71% from the previous year's net profit of RMB 157 million [1] Group 2: Reasons for Profit Decline - Increased competition in the domestic financing leasing and supply chain logistics industries is a primary factor contributing to the anticipated decline in net profit [1] - To enhance competitiveness in response to market conditions, the company is increasing its investment in business policy costs, leading to higher operational costs and a reduction in overall gross profit margin compared to the previous year [1] - The company has also raised the general provision for impairment of accounts receivable and specific credit impairment provisions for individual clients due to changes in overall market risk, which negatively impacts overall profit performance [1]