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 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 法律意见书 二〇二五年五月 | 一、增持人的主体资格 | 1 | | --- | --- | | 二、本次增持的情况 | 2 | | 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 | 2 | | 四、结论意见 | 3 | 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 北京世辉律师事务所（以下简称"本所"）为具有从事法律业务资格的律师事务所。 本所接受宿迁京东卓风企业管理有限公司（以下简称"京东卓风"或"增持人"）的委 托，指派本所律师根据《中华人民共和国公司法》《中华人民共和国证券法》（以下简 称"《证券法》"）、《上市公司收购管理办法》（以下简称"《收购管理办法》"） 等有关法律、法规、规范性文件（以下统称"法律法规"）的规定，就京东卓风以大宗 交易方式增持德邦物流股份有限公司（以下简称"公司"）股份事宜（以下简称"本次 增持"）出具本法律意见书。 仅为出具本法律意见书之目的，本所律师根据法律法规的有关要求，本着审慎性及 重要 ...

Investment Rating - The industry investment rating is optimistic [1] Core Views - The report highlights a continuous recovery in domestic demand, with a focus on increased dividends [1] - The shipping sector shows strong performance in container shipping, while oil and dry bulk shipping face pressure [3][4] - The highway sector experienced a rebound in traffic in Q1 2025, while port container business remains robust [4] - The railway passenger transport is stable, but freight transport is under pressure [4] - The airline industry sees steady growth in passenger traffic, although ticket prices are under slight pressure [6] - The express delivery sector exceeded expectations in 2024, maintaining double-digit growth into Q1 2025, despite intense price competition [7] - Cross-border logistics face challenges due to coal market pressures and tariff policies affecting air freight demand [8] Summary by Sections Shipping - Container shipping shows impressive performance, with significant profit growth and stable dividends [15] - Oil shipping and dry bulk shipping face challenges, with fluctuating rates and cautious dividend policies [18][21] - The report notes a strong increase in container shipping rates due to geopolitical tensions and trade dynamics [14][15] Highways - In 2024, highway traffic saw a slight decline, but Q1 2025 traffic improved, leading to increased profits for highway companies [35][38] - The report indicates that highway companies are maintaining high dividend payouts despite previous revenue declines [41][43] Ports - Port container throughput growth outpaced other sectors, benefiting from a favorable international trade environment [44][46] - The report emphasizes the strong performance of container port companies, with significant profit increases [47][48] Railways - Railway passenger volumes remained stable, while freight volumes faced challenges, impacting overall profitability [49] Airlines - The airline sector is experiencing steady passenger growth, but ticket prices are slightly under pressure, affecting profitability [6] Express Delivery - The express delivery industry saw a significant increase in volume in 2024, continuing strong growth into Q1 2025, although competition remains fierce [7] Cross-Border Logistics - Cross-border logistics companies are facing challenges due to market pressures and tariff impacts on air freight demand [8]

Summary of Key Points Core Viewpoint - In the recent five trading days (April 24 to April 30), significant shareholders of 17 companies increased their holdings, totaling 55.21 million shares and an investment of 474 million yuan, while 49 companies saw a reduction in holdings amounting to 4.909 billion yuan [1]. Group 1: Shareholder Activity - A total of 17 companies experienced significant shareholder increases, with a cumulative increase of 55.21 million shares and an investment of 474 million yuan [1]. - Among the companies with notable increases, Debon Holdings led with an increase of 9.5563 million shares and an investment of 13.132 million yuan, followed by China Aluminum with 17.3 million shares and 11.1 million yuan [1][2]. - The majority of the increased holdings were concentrated in the transportation and non-ferrous metals sectors, with 4 and 2 companies respectively [1]. Group 2: Market Performance - The average performance of stocks with increased holdings saw a decline of 0.71% over the five days, underperforming the Shanghai Composite Index during the same period [1]. - Notable gainers included Tongkun Co., with a rise of 3.13%, and Kangxin Materials, which increased by 2.02% [1][2]. - Conversely, stocks like Beibu Gulf Port and Debon Holdings experienced significant declines of 6.73% and 5.82% respectively [1][2]. Group 3: Fund Flow - Among the stocks with increased holdings, 9 experienced net inflows of main funds, with Renfu Pharmaceutical seeing the highest net inflow of 5.8 million yuan [2]. - In contrast, Beibu Gulf Port and Qiyi Er experienced the largest net outflows, with 205 million yuan and 61 million yuan respectively [2].

Core Insights - The express delivery industry in China has achieved comprehensive profitability for the first time, driven by the growth in e-commerce returns, automation technologies, and improved management practices [2][6][8] Business Growth - In 2024, the average daily business volume in the express delivery industry reached nearly 500 million packages, with major players like YTO, Yunda, Shentong, and Jitu exceeding the industry average growth rate of 21% [3][4] - The market share of Zhongtong remains the highest, but the gap with YTO is narrowing, while only Shentong saw an increase in market share compared to 2023 [3] - Reverse logistics and scattered orders have become significant growth sources for express companies, with Jitu reporting an 80% year-on-year increase in reverse and scattered orders [3][4] - Shentong's large customer business grew by 260% in 2024, driven by customized solutions for over 20 industries [4][5] Profit Growth - All eight major listed express companies achieved profitability in 2024, with SF Express reporting a net profit of 10.17 billion yuan, the highest since its A-share listing [6][7] - JD Logistics and Shentong experienced significant profit growth, with JD Logistics' net profit increasing by 507.2% year-on-year to 7.088 billion yuan [6][7] - Jitu achieved a net profit of 1.1 million USD, marking its first overall profitability, attributed to refined management and technology applications [7] Industry Transformation - The express delivery sector is undergoing a transformation from labor-intensive to technology-driven operations, with companies like Shentong and Debang reducing employee numbers while increasing efficiency through automation [8][9][10] - SF Express reduced its workforce from 153,125 to 147,189, while increasing average annual salary by 7.4% to 217,000 yuan [8] - Yunda and Debang also reported reductions in employee numbers, with Yunda's workforce decreasing to below 10,000 for the first time [9][10]

Core Insights - The express delivery industry in China showed remarkable performance in 2024, with eight major listed companies achieving a total revenue of approximately 791.14 billion yuan, a year-on-year increase of 12.06%, and a net profit of 35.58 billion yuan, a significant increase of 93.67% [1][2] - The industry is benefiting from digital transformation and the introduction of intelligent systems, which enhance logistics efficiency and reduce costs [1][4] Financial Performance - Shentong Express reported the highest net profit growth rate, achieving a revenue of 47.17 billion yuan, up 15.26%, and a net profit of 1.04 billion yuan, up 205.24% [2] - JD Logistics followed with an adjusted net profit growth of 186.8% to 7.9 billion yuan, driven by revenue expansion and refined management [2] - SF Holding's net profit reached 10.17 billion yuan, marking a new high since its listing, supported by supply chain and international business growth [2] - Jitu Express turned around with a net profit of 1.1 billion USD (approximately 7.99 billion yuan) in 2024, recovering from a loss of 11.6 billion USD in 2023 [2] Industry Drivers - The "Express into Villages" initiative has significantly improved logistics networks, with 346,000 village-level logistics service stations established [3] - The rise of live e-commerce contributed to the express delivery sector, with retail sales reaching 4.3 trillion yuan from January to November 2024, accounting for 80% of e-commerce growth [3] Technological Advancements - The express delivery industry is undergoing a technological transformation, with over 90% of large-scale processing centers achieving automation [4] - SF Holding invested 4 billion yuan in automation and logistics infrastructure, increasing its automated sorting rate to 92% and reducing transit costs by 23% compared to three years ago [5] - Yunda Express is enhancing its management efficiency and service quality through continuous digital and intelligent transformation [5] International Expansion - SF Holding has deepened its global presence, winning over 100 overseas supply chain projects, with international revenue growing by 24.81% to 32.16 billion yuan [6] - Yunda Express has expanded its international network, covering over 150 countries, with overseas revenue increasing by 43.13% to 1.03 billion yuan [6] - Other companies like Yunda, Jitu, Zhongtong, and Debang are also accelerating their international strategies through various means [6]

Investment Rating - The report maintains a positive outlook on the shipping industry, particularly with the recommendation of companies such as China Merchants Energy, COSCO Shipping Energy, and Xingtong Co. [3][20] Core Viewpoints - OPEC has agreed to increase oil production by 411,000 barrels per day, which is expected to enhance the certainty of improvement in the shipping market in Q2 [3][20] - The report highlights the resilience of major ports and anticipates improvements in Southeast Asia's shipping and oil tanker sectors [3][20] - The report suggests that the "off-season" for shipping may not be as weak as expected, with a higher probability of strong performance from May to August [3][20] Summary by Sections Shipping Industry - OPEC's production increase will lead to a cumulative increase of 960,000 barrels per day over April, May, and June, which is 44% of the total expected increase of 2.2 million barrels per day [3][20] - The report notes that April shipping rates have risen against seasonal trends, indicating a potential for stronger performance in the second half of the year [3][20] - VLCC rates have decreased by 9% to $46,903 per day, but the overall market remains relatively strong with expectations for a rebound post-holiday [3][20][21] Air Transportation - The report indicates that oil prices, influenced by tariffs and OPEC's production increase, are relieving cost pressures on airlines [40] - The domestic air travel market is expected to recover, with passenger volumes projected to reach 10.75 million during the May Day holiday, a year-on-year increase of 8% [41][40] - Recommended stocks in the aviation sector include China Eastern Airlines, Spring Airlines, and China Southern Airlines [42] Express Delivery - The express delivery sector is experiencing high growth, with March volumes reaching 16.66 billion packages, a year-on-year increase of 20.3% [44] - The report emphasizes the potential for market share concentration among leading companies due to favorable policy changes [44] - Recommended companies include SF Holding, JD Logistics, and YTO Express [46] Railway and Highway - The report highlights the resilience of railway freight and highway truck traffic, with railway cargo volume increasing by 3% and highway truck traffic by 2.25% [48] - The report suggests that traditional high-dividend investment themes and potential value management catalysts will be key investment lines for the highway sector throughout 2025 [48]

Core Insights - The express delivery industry in China has shown significant growth in 2024, with major companies achieving profitability for the first time, driven by e-commerce returns and automation technologies [2][6][4]. Industry Overview - The total express delivery volume and revenue in 2024 reached 1.745 billion packages and 1.4 trillion yuan, marking year-on-year growth of 21% and 13% respectively [2]. - The market structure is becoming more balanced, with the share of express delivery volume and revenue in eastern regions declining while central and western regions are increasing [2]. Company Performance - Major express companies reported daily package volumes increasing from 40-70 million in 2022 to 60-90 million in 2024 [2]. - SF Express achieved a revenue of 284.42 billion yuan with a net profit of 10.17 billion yuan, marking a 23.51% increase in net profit [3][6]. - JD Logistics reported a remarkable net profit growth of 507.2% to 7.088 billion yuan [3][6]. - Yunda and YTO Express experienced a decline in net profit due to intense price competition [2]. Growth Drivers - The rise in e-commerce return rates has significantly contributed to the growth of reverse logistics, with companies like Jitu Express reporting an 80% year-on-year increase in reverse and scattered orders [4][5]. - Companies are focusing on enhancing their reverse logistics capabilities and optimizing revenue structures through scattered order business [4][5]. Automation and Workforce Changes - The industry is increasingly adopting automation technologies such as drones and smart sorting systems, leading to improved operational efficiency [2][9]. - Several companies, including SF Express and Yunda, have reduced their workforce while increasing employee salaries, indicating a shift towards technology-driven operations [9][10]. Market Competition - Despite the overall growth, competition remains fierce, particularly in pricing, which has affected profit margins for some companies [7][6]. - The market share of leading companies is shifting, with Zhongtong maintaining the top position but with narrowing gaps to YTO Express [4][6].

Core Viewpoint - 德邦股份 reported a revenue increase in 2024 and a decline in Q1 2025 net profit, indicating mixed performance amid ongoing operational adjustments and strategic partnerships with JD Logistics [1][2]. Financial Performance - In 2024, the company achieved a revenue of 40.363 billion yuan, a year-on-year increase of 11.26%, and a net profit of 861 million yuan, up 15.41% [1]. - For Q1 2025, the company reported a revenue of 10.407 billion yuan, a year-on-year increase of 11.96%, but a net loss of 68 million yuan compared to a profit of 93 million yuan in Q1 2024 [1]. Business Development - The integration project with JD Logistics is expected to accelerate in Q2-Q4 2025, potentially leading to additional revenue and operational flexibility [2]. - The company's express delivery business revenue in Q1 2025 was 9.453 billion yuan, growing by 12.90%, with a higher growth rate of 15.89% when excluding the integration project revenue [2]. Cost Management - In Q1 2025, the company's gross margin was 3.99%, down 2.43 percentage points, primarily due to a 34.13% increase in transportation costs, which rose to a higher proportion of revenue [3]. - The company is focusing on cost reduction through route optimization and resource allocation, which may improve profitability in the future [3]. Operational Efficiency - The company is enhancing customer service through targeted investments and management, leading to improved delivery rates and reduced product damage [4]. - In Q1 2025, the delivery success rate improved by 2.6 percentage points, and the product damage rate decreased by 36.0% [4]. Future Outlook - Revenue projections for 2025-2027 are set at 45.116 billion yuan, 48.843 billion yuan, and 52.494 billion yuan, with corresponding net profits of 957 million yuan, 1.109 billion yuan, and 1.207 billion yuan, reflecting growth rates of 12%, 8%, and 7% respectively [5]. - The partnership with JD Group is expected to catalyze revenue and profit growth, maintaining a "buy" rating for the stock [5].

Core Viewpoint - The company reported a revenue of 40.363 billion yuan in 2024, marking an 11.26% year-on-year increase, while the net profit attributable to shareholders was 0.861 billion yuan, up 15.41% year-on-year. However, in Q1 2025, the company faced a net loss of 0.068 billion yuan despite a revenue of 10.407 billion yuan, which was an increase of 11.96% year-on-year [1][5]. Group 1: Revenue Growth - The company has shown steady growth in its main business revenue, driven by product upgrades, customized product development, and enhanced delivery quality. In 2024, the revenue from express delivery, courier, and other businesses was 36.460 billion, 2.192 billion, and 1.711 billion yuan, respectively, with year-on-year changes of +12.95%, -19.67%, and +34.63% [2]. - In Q1 2025, the revenue from express delivery, courier, and other businesses was 9.453 billion, 0.483 billion, and 0.471 billion yuan, with year-on-year changes of +12.90%, -11.00%, and +23.89% [2]. Group 2: Cost Structure Changes - The company experienced a significant increase in transportation costs, which rose by 33.49% to 17.738 billion yuan in 2024. This increase was attributed to higher freight costs and the expansion of business volume in areas such as full truckload, network integration, and supply chain [3]. - In Q1 2025, transportation costs were 5.128 billion yuan, reflecting a year-on-year increase of 34.13% [3]. Group 3: Management Efficiency - The company has made notable improvements in management efficiency through increased sales resource investment and process optimization. In 2024, total expenses were 2.219 billion yuan, down 7.01% year-on-year, with sales and management expenses at 0.686 billion and 1.241 billion yuan, respectively [4]. - In Q1 2025, total expenses were 0.518 billion yuan, with sales and management expenses at 0.201 billion and 0.262 billion yuan, reflecting year-on-year changes of +85.08% and -32.76% [4]. Group 4: Profit Forecast - The company is expected to achieve revenues of 44.659 billion, 48.811 billion, and 52.221 billion yuan for 2025-2027, with year-on-year growth rates of 10.65%, 9.30%, and 6.99%, respectively. The net profit attributable to shareholders is projected to be 0.937 billion, 1.054 billion, and 1.171 billion yuan, with growth rates of 8.89%, 12.43%, and 11.18% [5].

Investment Rating - The report initiates coverage with a "Recommended" rating for the company [6][8]. Core Insights - The company achieved a revenue of 40.363 billion yuan in 2024, representing a year-on-year growth of 11.26%, and a net profit attributable to shareholders of 861 million yuan, up 15.41% year-on-year [3]. - In Q1 2025, the company reported a revenue of 10.41 billion yuan, a 12.0% increase year-on-year, but faced a net loss of 70 million yuan, a significant decline of 173.7% year-on-year [3]. - The core business, express delivery, drove revenue growth, contributing 90.3% of total revenue in 2024, with a revenue of 36.46 billion yuan, up 13.0% year-on-year [5]. Revenue and Profitability - The company’s gross margin for 2024 was 7.6%, a decrease of 1.0 percentage points year-on-year, while the net profit margin was 2.1% [3]. - The company expects revenues of 45.624 billion yuan, 48.964 billion yuan, and 52.926 billion yuan for 2025, 2026, and 2027, respectively, with corresponding growth rates of 13.0%, 7.3%, and 8.1% [6][7]. Cost Management - The company effectively controlled expenses, with total expenses in 2024 amounting to 2.22 billion yuan, a decrease of 7.0% year-on-year, resulting in an expense ratio of 5.5% [4]. - In Q1 2025, total expenses were 520 million yuan, down 9.3% year-on-year, with an expense ratio of 5.0% [4]. Automation and Service Quality - The company has enhanced its automation capabilities, with 47 automated equipment sites and 94 immediate loading and unloading sites in operation as of Q1 2025 [5]. - Service quality has improved significantly, with a 61.9% reduction in customer complaints related to delivery and a 2.6 percentage point increase in delivery success rates [5]. Financial Forecast - The forecast for net profit attributable to shareholders is 900 million yuan for 2025, 980 million yuan for 2026, and 1.091 billion yuan for 2027, with growth rates of 4.3%, 8.9%, and 11.3%, respectively [7][11].