关于宿迁京东卓风企业管理有限公司增持德邦物流股份 有限公司股份的 法律意见书 二〇二五年十一月 目 录 北京世辉律师事务所 | 一、增持人的主体资格………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………… 1 | | --- | | 二、本次增持的情况 | | 三、本次增持属于《收购管理办法》规定的免于发出要约的情形 . | | 四、结论意见… | l 北京世辉律师事务所 关于宿迁京东卓风企业管理有限公司 增持德邦物流股份有限公司股份的 法律意见书 致：宿迁京东卓风企业管理有限公司 2. 本法律意见书依据我国现行有效的或者增持人的行为、有关事实发生或存在时 适用的法律、法规、规章和规范性文件，并基于本所律师对该等规定的理解而出具。 3. 本所及本所律师对本法律意见书所涉及的有关事实的了解，最终依赖于增持人 向本所及本所律师提供的文件、资料及所作陈述和保证，且增持人已向本所及本所律师 保证了其真实性、完整性和准确性。 4. 对于出具本法律意见书至关重要而又无法得到独立证 ...

Investment Rating - The investment rating for the transportation industry is "Positive" (maintained) [4] Core Views - The express delivery industry is experiencing resilient demand, with a "de-involution" trend driving up express prices, enhancing corporate profit elasticity, and creating favorable competition opportunities in the medium to long term [15] - The shipping market is expected to benefit from the OPEC+ production increase cycle and the Federal Reserve's interest rate cuts, with a notable improvement in the oil transportation market's outlook for Q4 2025 [15] - The shipping market is anticipated to recover, supported by environmental regulations limiting the operation of older fleets and the upcoming production of the West Manganese iron ore by the end of 2025 [15] Summary by Sections Express Logistics - In October 2025, the express delivery industry achieved a business volume of 17.6 billion pieces, a year-on-year increase of 7.9%, with revenue reaching 131.67 billion yuan, up 4.7% year-on-year [4][24] - Major players like YTO, Shentong, and Yunda showed varied growth rates, with YTO's volume increasing by 12.78% and Shentong by 3.97%, while Yunda's volume decreased by 5.11% [4][30] - The industry is transitioning towards high-quality development, with significant improvements in single-ticket revenue due to price increases driven by the de-involution trend [4] Shipping and Ports - VLCC freight rates reached a new high of $136,843 per day, the highest since Q2 2020, driven by tight available capacity and stable inquiry rhythms [8] - The Capesize bulk carrier spot freight rates surpassed $30,000 per day, reflecting a 20% increase over the past week, supported by seasonal demand recovery and strong import demand from China [8] - The BDI index increased by 7.1% to 2225 points, indicating a robust recovery in the bulk shipping market [9] Aviation - In October 2025, civil aviation transported approximately 68 million passengers, a year-on-year increase of 5.8%, and cargo/mail transport reached 917,000 tons, up 13.3% [58] - The overall passenger load factor for major airlines was 86.88%, showing a slight increase from the previous month [62] Road and Rail - From November 10 to November 16, 2025, national freight logistics operated smoothly, with rail freight reaching 81.8 million tons, a 0.17% increase week-on-week [14] - In October 2025, road freight volume was 3.706 billion tons, a year-on-year increase of 0.08% [64] Supply Chain Logistics - The logistics landscape is evolving, with companies like Shenzhen International expected to benefit from the transformation of logistics parks, providing performance elasticity [15] - The industry is witnessing a slowdown in competition, with companies like Debang and Aneng Logistics showing significant profit improvements due to strategic transformations [15]

Group 1 - JD Industrial Co., Ltd. is undergoing a hearing with the Hong Kong Stock Exchange for its potential IPO [2] - If JD Industrial successfully lists, it will become the sixth publicly traded company under Liu Qiangdong's leadership [2]

转自：证券时报 人民财讯11月19日电，企查查APP显示，近日，毛戈平（海南）商贸有限公司成立，法定代表人为毛霓 萍，注册资本为1000万元，经营范围包含：日用品批发；日用百货销售；化妆品零售；化妆品批发；日 用化学产品销售；箱包销售等。企查查股权穿透显示，该公司由毛戈平全资持股。 ...

Core Insights - The express delivery market in China continues to lead globally, with the market size expected to exceed 300 billion packages and revenue surpassing 50 trillion RMB in 2023 [1] - The 2025 Global Express Industry Conference highlighted the increasing impact of the express industry on global economic development [1] Group 1: Market Performance - In 2024, the global express package volume is projected to reach approximately 2.679 billion packages, a year-on-year increase of 17.49%, with revenue around 46.037 trillion RMB, up 14.05% [2] - China's express package volume is expected to be 1.758 billion packages in 2024, reflecting a growth of 21.5%, with revenue estimated at 14.033 trillion RMB, a 13.8% increase [2] Group 2: Industry Development Needs - The China Express Association released ten development needs for express brand enterprises, emphasizing continuous technological innovation, operational efficiency, and international collaboration [2] - Key areas of focus include enhancing sorting efficiency, improving autonomous vehicle technology, and fostering international logistics cooperation [2] Group 3: Collaborative Initiatives - The "Qinglu Consensus" was established by the China Express Association and various express companies, emphasizing the role of artificial intelligence in driving future industry development and the importance of maintaining a secure and competitive market [3] - The consensus also highlights the need for a collaborative spirit in international expansion and the reinforcement of talent as a critical resource for high-quality industry development [3] Group 4: Infrastructure Development - The "Tongda Future City," designed for express delivery personnel, was inaugurated during the conference, covering an area of 12 square kilometers and integrating residential and commercial spaces [3] - This development aims to create a "15-minute quality living circle," enhancing the living and working environment for industry professionals [3]

资金流向方面，主力资金净流出2191.29万元，特大单买入126.54万元，占比1.51%，卖出1207.09万元， 占比14.41%；大单买入1256.76万元，占比15.01%，卖出2367.50万元，占比28.27%。 德邦股份今年以来股价涨3.34%，近5个交易日跌2.14%，近20日跌4.12%，近60日跌13.31%。 11月18日，德邦股份盘中下跌2.01%，截至13:25，报14.66元/股，成交8374.40万元，换手率0.56%，总 市值149.50亿元。 截至9月30日，德邦股份股东户数3.69万，较上期减少4.25%；人均流通股27623股，较上期增加4.43%。 2025年1月-9月，德邦股份实现营业收入302.70亿元，同比增长6.97%；归母净利润-2.77亿元，同比减少 153.54%。 分红方面，德邦股份A股上市后累计派现7.84亿元。近三年，累计派现2.27亿元。 机构持仓方面，截止2025年9月30日，德邦股份十大流通股东中，香港中央结算有限公司位居第三大流 通股东，持股602.49万股，相比上期减少671.08万股。南方中证1000ETF（512100）位居第五大流通股 ...

Investment Rating - The investment rating for the company is "Buy" and is maintained [6]. Core Views - In Q3 2025, the company reported a revenue of 9.72 billion yuan, a year-on-year decrease of 1.4%, and a net profit attributable to shareholders of -330 million yuan, a year-on-year decline of 278.6% [2][4]. - The gross margin for Q3 2025 decreased by 5.6 percentage points to 1.8%, primarily due to weak macro demand and adjustments in product structure, leading to a decline in revenue [2][4]. - The company is positioned as a leading direct-operated express delivery service provider, and despite short-term operational disruptions, the long-term value of the network is expected to remain intact, with hopes for improved operational performance in the future [2][4]. Summary by Sections Financial Performance - For the first three quarters of 2025, the company achieved a total revenue of 30.27 billion yuan, representing a year-on-year growth of 7.0%, while the net profit attributable to shareholders was -280 million yuan, a year-on-year decline of 153.5% [4]. - In Q3 2025, the revenue breakdown showed express delivery and other business revenues decreased by 18.9% and increased by 9.4%, respectively, indicating a shift in product focus [6]. Cost and Margin Analysis - The gross margin for Q3 2025 was significantly impacted, dropping to 7.4% due to increased labor costs and other operational expenses, with labor costs rising by 9.6% year-on-year [6]. - Management expenses increased by 22.3% to 320 million yuan, reflecting higher investments in backend support resources following strategic adjustments [6]. Future Outlook - The company is expected to recover its profitability with projected net profits of -70 million yuan, 510 million yuan, and 760 million yuan for 2025, 2026, and 2027, respectively [6]. - The anticipated price-to-earnings ratios for 2026 and 2027 are 30.0x and 20.1x, respectively, indicating a potential for growth as operational adjustments take effect [6].

Core Viewpoint - The delivery services of several express companies in the Chengdu New District have been suspended, causing significant inconvenience for residents during the peak shopping period of "Double 11" [2][4]. Group 1: Delivery Issues - Residents in the New Chuan District reported that multiple express companies, including Zhongtong, Yuantong, Shentong, and Yunda, indicated that their locations were "undeliverable" due to reasons such as "address cannot be delivered" and "the order's delivery area cannot be dispatched" [2][3]. - The situation is affecting several residential complexes, with reports confirming that 2-5 express companies are showing "undeliverable" status for each complex [3]. Group 2: Reasons for Delivery Suspension - The primary reasons for the suspension of delivery services include the lack of delivery points in the area and a high volume of complaints from residents regarding lost or damaged packages [4][6]. - Many residential complexes lack dedicated express delivery stations, leading to a significant increase in delivery volume, with some complexes experiencing over 1,000 packages daily during "Double 11" [6]. - Complaints from residents about delivery issues have increased, prompting express companies to halt services due to operational inefficiencies and rising costs [6]. Group 3: Solutions Being Implemented - Community staff have reported that measures are being taken to address the delivery issues, including converting parts of property management offices into temporary pick-up points for packages [7]. - New temporary storage solutions, such as delivery cabinets and designated areas for package storage, are being established to facilitate the collection of packages by residents [7]. - Plans are in place to develop a neighborhood center that will integrate various services, including express delivery, to improve logistics in the area [7].

Core Viewpoint - The incident highlights significant issues with the compensation process of Debon Express, particularly regarding the handling of fragile items and the inadequacy of their insurance claims process [4][6][10]. Summary by Sections Incident Description - A customer, Ms. Li, sent a set of fragile porcelain tableware valued over 3000 yuan via Debon Express, specifically requesting enhanced protection during shipping [4][5]. - Upon delivery, the items were found severely damaged, with the outer packaging lacking adequate protection [4][5]. Compensation Process - Ms. Li initiated a claim but faced a convoluted process, with initial compensation offers of 80 yuan and later 200 yuan, both significantly below the insured value [6][10]. - The customer was required to pay the shipping fee before the claim could be processed, which raised concerns about the transparency and fairness of the compensation process [6][10]. Legal and Regulatory Context - Ms. Li cited relevant regulations, asserting her right to full compensation based on the market value of the damaged goods, which was higher than the insured amount [7][12]. - The legal expert noted that Debon Express's compensation rules may lack sufficient legal backing and could be deemed unfair under consumer protection laws [12][13]. Consumer Sentiment and Industry Trends - Similar complaints against Debon Express have surfaced on social media, indicating a pattern of inadequate compensation and poor customer service [8][9]. - The company's compensation practices have led to widespread dissatisfaction among consumers, with many feeling that the promised insurance coverage is ineffective [8][9]. Company Response - Debon Express acknowledged the issue and has since agreed to compensate Ms. Li based on the actual loss incurred, following further assessment of the situation [10][11]. - The company emphasized the importance of providing clear evidence of item value during the claims process to facilitate smoother resolutions in the future [11].

1. Report Industry Investment Rating - The industry rating is "Bullish" [1] 2. Core Views of the Report - The cosmetics industry continues to show differentiation, with brand demand being weak in the off - season, agents seeking change in difficult situations, and producers seizing supply - chain reconstruction opportunities. The medical aesthetics industry has new entrants with better - than - expected shipments, and new product catalysts are worth attention [3][4] 3. Summaries According to Relevant Catalogs 3.1 Cosmetics: Continued Differentiation 3.1.1 Brand Merchants - In 1 - 3Q25, beauty brand merchants' revenue was 28.4 billion yuan, a year - on - year decrease of 0.6%; personal care brand merchants' revenue was 5.7 billion yuan, a year - on - year increase of 12.4%. In 3Q25, beauty and personal care brand merchants' revenues were 8.05 billion and 1.805 billion yuan, a year - on - year decrease of 1.3% and an increase of 7.6% respectively. Beauty revenue weakened quarter - on - quarter, while personal care remained flat [18] - Beauty: Affected by the earlier Double Eleven promotion, consumer enthusiasm declined in September, and brands reduced live - streaming activities. In terms of single - quarter revenue growth, Shuiyang Co., Ltd. and Shanghai Jahwa increased by over 20%, Marubi Co., Ltd. had double - digit growth, Proya had low - double - digit decline, and Betaine and Freda had high - single - digit decline [18] - Personal care: Runben Co., Ltd.'s Q3 revenue increased by 17% year - on - year, with a slight increase in growth rate quarter - on - quarter. Baiya Co., Ltd.'s 3Q25 revenue improved, and Dengkang Oral Care had steady growth [18] - In 1 - 3Q25, beauty brand merchants' net profit after non - recurring items was 2.33 billion yuan, a year - on - year decrease of 15%; personal care brand merchants' was 604 million yuan, a year - on - year decrease of 3.4%. Some companies showed initial cost - control effects [24] 3.1.2 Agents - Agents are seeking change in difficult situations by exploring three paths: incubating self - owned brands (represented by Ruoyuchen), using AI to reduce costs and increase efficiency (represented by Yiwow), and expanding high - growth categories (such as Qingmu Technology expanding into trendy toy agency operations) [30] - Ruoyuchen's self - owned brands Feicui and Zhanjia continued to gain momentum. In Q3, self - owned brand revenue was 451 million yuan, a year - on - year increase of 344.5%, accounting for 55.1%. Zhanjia's Q3 revenue was 227 million yuan, a year - on - year increase of 119%, and 1 - 3Q revenue was 680 million yuan. Feicui's Q3 revenue was 203 million yuan, a quarter - on - quarter increase of over 98.8%, and 1 - 3Q revenue was 362 million yuan [30] 3.1.3 Producers - Demand continued to recover, and the revenue of the producer sector increased by 9%, 17%, and 30% year - on - year from Q1 to Q3, with the growth rate increasing quarter by quarter [33] - QingSong Co., Ltd. focused on optimizing customers and product structure, and its profit turned positive for four consecutive quarters from 2Q24 to 1Q25. Jieya Co., Ltd. had increasing orders from overseas big customers, and its Q3 performance growth accelerated. Jiaheng Home Co., Ltd. increased revenue but not profit, mainly due to the short - term impact of the Huzhou base's capacity ramp - up [33] 3.2 Medical Aesthetics: New Entrants with Better - than - Expected Shipments 3.2.1 Upstream Consumables - The growth rate of demand expansion slowed down, and supply - side competition intensified. In terms of the cumulative number of Class III medical device approvals, hyaluronic acid > regenerative (Sculptra/Poly - L - Lactic Acid) > botulinum toxin > recombinant collagen. Old products of hyaluronic acid and regenerative types faced growth pressure, and the growth rate of recombinant collagen Class III medical device products slowed down significantly quarter - on - quarter [38] - Hyaluronic acid: Aimeike's revenue growth rate from 24Q1 to 25Q3 was + 28.2%/+2.3%/+1.1%/ - 7%/ - 18%/ - 25%/ - 21% year - on - year, showing a quarterly decline since 24Q2 [38] - Collagen: Jinbo Biotech's revenue growth rate from 24Q1 to 25Q1 was + 76%/+100%/+92%/+73%/+63% year - on - year, and in 2Q25/3Q25, it was + 30%/+13% year - on - year. On October 23, the "Recombinant Type I α1 Subtype Collagen Freeze - Dried Fiber" Class III medical device certificate of Giant Biogene was approved by NMPA [38] - Leapmed Medical's medical aesthetics shipments were better than expected, with Q3 medical service and health management business revenue of 320 million yuan, a year - on - year increase of 28%, and the revenue of Sculptra and Hydrodermabrasion reaching 86.1367 million yuan [36] 3.2.2 Downstream - The new model of Xinoxygen Medical Clinics showed high - growth potential. The Q3 revenue guidance was 150 - 170 million yuan, a year - on - year increase of 231% - 275%, and a quarter - on - quarter increase of 4% - 18%. It plans to implement the "100 - City, 1000 - Store" plan in the long term [40] - Stores are expanding from first - tier cities to new first - tier and second - tier cities. As of November 6, it covered 42 stores in 10 cities. The promotion of self - owned brands was remarkable, and it cooperated with Xihong Miracle Sculptra 3.0, priced at 2999 yuan, which was officially launched on September 25 [43] 3.3 Investment Recommendations - Brands with upward potential and both growth and certainty: Recommend Maogeping (Oriental aesthetics, dual - wheel drive of makeup and skincare, and the second - curve of perfume is worth looking forward to) and Shangmei Co., Ltd. (with one cornerstone brand, five growth brands, and N seed businesses) [8][46] - Companies with new product pipelines and expected performance elasticity: Pay attention to Giant Biogene and Leapmed Medical [8][46] - Companies in strategic adjustment and expected to reach an inflection point: Recommend Shuiyang Co., Ltd. (the effect of high - end transformation is gradually emerging), and pay attention to Shanghai Jahwa, Betaine, and Freda [8][46]