北京世辉律师事务所 关于德邦物流股份有限公司 2026 年第一次临时股东会的 法律意见书 致：德邦物流股份有限公司 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。本所接受德邦物流股份有限公司（以下简称"公司"）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》"）《上市公司股东会规则》等有关法律、法规、规范性文件（以下统称"法 律法规"）及《德邦物流股份有限公司章程》（以下简称"《公司章程》"）的规定， 就公司 2026 年第一次临时股东会（以下简称"本次股东会"）相关事宜出具本法 律意见书。 本所及本所律师依据《证券法》《律师事务所从事证券法律业务管理办法》 和《律师事务所证券法律业务执业规则（试行）》等规定及本法律意见书出具日 以前已经发生或者存在的事实，严格履行了法定职责，遵循了勤勉尽责和诚实信 用原则，进行了充分的核查验证，保证本法律意见所认定的事实真实、准确、完 整，所发表的结论性意见合法、准确，不存在虚假记载、误导性陈述或者重大遗 漏，并承担相应法律责任。 为出具本法律意见书，本所律师查阅了公司提供的有关本次股东会的相关 ...

德邦物流股份有限公司 证券代码：603056 证券简称：德邦股份 公告编号：2026-018 2026年第一次临时股东会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 | 1、出席会议的股东和代理人人数 | 5,986 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 835,866,545 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | 82.3923 | | 份总数的比例（%） | | (四) 表决方式是否符合《公司法》及《公司章程》的规定，会议主持情况等。 会议由公司董事会召集，董事长王振辉先生主持，会议采用现场投票和网络 投票相结合的方式表决，符合《公司法》及《公司章程》的规定。 (五) 公司董事和董事会秘书的列席情况 1、 议案名称：关于以股东会决议方式主动终止公司股票上市事项的议案 审议结果：通过 表决情况： | 股东类型 | 同意 | | 反对 | | 弃权 | | | --- ...

Core Viewpoint - Liu Qiangdong is returning to his hometown to distribute red envelopes while announcing the upcoming IPO of his seventh company, JD Intelligent Infrastructure Co., Ltd. [1] Group 1: Company Overview - JD Intelligent Infrastructure Co., Ltd., referred to as "JD Infrastructure," submitted its prospectus to the Hong Kong Stock Exchange on January 26, with major underwriters including Bank of America and Goldman Sachs [3] - This is not the first attempt at an IPO; the company previously submitted a prospectus in March 2023 but had to terminate it for unspecified reasons [3] - JD Infrastructure serves as JD's "facility manager," focusing on the development and operation of modern infrastructure, including logistics parks, industrial parks, and data centers [3] Group 2: Business Operations - As of September 2025, JD Infrastructure plans to have 285 infrastructure projects globally, comprising 259 logistics parks, 20 industrial parks, and 6 data centers, with a total construction area of 27.1 million square meters, equivalent to approximately 3,800 football fields [3] - The asset management scale of the company has surpassed 120 billion yuan [3] - In terms of industry ranking, JD Infrastructure is among the top three modern infrastructure providers in the Asia-Pacific region and ranks second in China [3] Group 3: Financial Performance - The company reported revenues of 2.868 billion yuan in 2023, projected to increase to 3.417 billion yuan in 2024, with 3.002 billion yuan already achieved in the first nine months of 2025, indicating solid profitability [3] Group 4: JD's Business Ecosystem - JD has successfully listed six companies prior to JD Infrastructure, including JD Group, JD Health, JD Logistics, Debon Holdings, Dada Group, and JD Industrial, establishing a diversified business empire [5] - The various sectors covered by JD, including retail, logistics, health, industrial, and infrastructure, allow for independent financing and synergistic effects among the companies [5] - JD Infrastructure's potential IPO could provide additional capital for overseas expansion, enhancing JD's influence in the capital markets [5][7]

Core Viewpoint - Multiple logistics companies are announcing service adjustments for the upcoming Spring Festival, including resource adjustment fees to manage peak demand and potential service delays due to resource allocation and extreme weather conditions [2][13]. Group 1: Service Announcements - SF Express will charge a resource adjustment fee of 0.1-1.5 yuan/kg for shipments over 20kg from January 19 to February 15, 2026, and will implement additional fees during the Spring Festival period [2][13]. - JD Logistics will impose a peak resource adjustment fee of 0.1-1.2 yuan/kg on express heavy cargo from January 19 to February 23, 2026, with varying fees for different customer agreements [4][14]. - Deppon Express will charge a resource adjustment fee of 0.2-0.5 yuan/kg for certain customers and products from January 19 to February 14, 2026, and will also implement additional fees during the Spring Festival [7][17]. Group 2: Customer Considerations - Long-term cooperative customers may receive discounts or exemptions on resource adjustment fees based on their agreements with the companies [2][8]. - Specific details regarding the resource adjustment fees for cooperative monthly billing customers will be available through sales managers or on the merchant workbench [4][14]. Group 3: Continuous Operations - Some express delivery companies, such as Shentong Express, have announced they will remain operational during the Spring Festival, with 76 transfer centers running normally and additional services like "half-day delivery" and "4-hour flash delivery" in key cities [11][21]. - Pinduoduo has confirmed that its logistics partners, including YTO Express and Jitu Express, will provide services during the Spring Festival, with China Post also continuing to accept packages [11][21].

Core Viewpoint - The closure of the Taobao store "Dai Gua Xiao Huo Ban," a personal beauty agent shop with 450,000 followers, highlights the increasing challenges faced by e-commerce businesses in the beauty industry due to intensified competition, regulatory pressures, and rapid changes in e-commerce strategies [2][3][14]. Group 1: Store Performance and Closure - "Dai Gua Xiao Huo Ban" announced it will completely delist all products by the end of February, with remaining inventory being cleared at a 30% discount [2][26]. - The store has a diverse product range, including popular domestic beauty items, with prices mostly between tens to hundreds of yuan, targeting a budget-conscious consumer base [4][28]. - Despite being a top performer with 458,000 followers and over 300,000 annual sales, the store's overall rating is only 4.5, lagging behind 88% of its peers, primarily due to low logistics speed [8][32][34]. Group 2: Industry Challenges - The beauty e-commerce sector is experiencing a wave of store closures, with many previously successful shops shutting down due to economic and psychological pressures [14][38]. - The operational environment for e-commerce is becoming increasingly difficult, with many merchants forced to sell products at cost price to attract customers, leading to unsustainable revenue [16][40]. - Issues such as high return rates and strict consumer protection policies are exacerbating the challenges for small beauty shops, making it hard to maintain profitability [17][41]. Group 3: Market Dynamics and Future Outlook - Despite the closures, the overall potential for the Chinese cosmetics market remains strong, with projections indicating a market size exceeding 170 billion yuan by 2028, maintaining a compound annual growth rate of over 8% [20][44]. - The market is witnessing a polarization, with large brands like Proya and Han Shu continuing to grow, while smaller players struggle unless they find a unique positioning [21][45]. - Strategies for survival in the current market include focusing on product quality, offering tailored solutions, and targeting niche markets to build a loyal customer base [22][46].

Core Viewpoint - Several logistics companies, including SF Express, JD Logistics, and Deppon, have announced their service plans for the Spring Festival, indicating a commitment to meet delivery service demands during this period while implementing peak resource adjustment fees to manage resource allocation needs [1] Group 1 - SF Express has stated that due to limited resource allocation during the holiday period and extreme weather changes, the timeliness of deliveries may be affected to varying degrees [1] - The company plans to flexibly adjust the scheduling of packages and resources, dynamically modifying certain service fee standards [1]

Core Viewpoint - The logistics industry is preparing for the upcoming Spring Festival, with several companies announcing service adjustments and resource fees to manage increased demand and operational challenges during the holiday period [1][2][5]. Group 1: Service Adjustments - SF Express, JD Logistics, and Deppon have announced that they will implement resource adjustment fees during the Spring Festival due to limited resource allocation and extreme weather conditions [2][5]. - SF Express will charge a resource adjustment fee of 0.1-1.5 yuan/kg for shipments over 20kg from January 19 to February 15, 2026, and additional fees during the holiday period [2]. - JD Logistics will add a resource adjustment fee of 0.1-1.2 yuan/kg for express heavy goods from January 19 to February 23, 2026, with varying fees for different customer agreements [5]. Group 2: Service Continuity - JD Logistics will continue to provide services such as warehousing, delivery, and express collection during the Spring Festival, with all "Asia No. 1" smart industrial parks operating around the clock [8]. - Deppon will also implement resource adjustment fees for certain customers and products during the peak period from January 19 to February 23, 2026 [8][9]. Group 3: Temporary Service Suspensions - Yimidida and Shunxin Express will suspend collection and delivery services during the Spring Festival, with Yimidida ceasing operations from February 10 to February 25, 2026, and Shunxin Express from February 12 to February 24, 2026 [10][12]. - Cross-border Express will maintain normal collection and delivery services but will not guarantee timeliness for shipments during the holiday period [14]. Group 4: Industry Trends - The Spring Festival is a peak period for logistics demand, leading to increased operational costs due to labor shortages and uneven cargo volumes [9]. - The practice of charging "resource adjustment fees" during the Spring Festival has become a common industry standard, primarily affecting commercial clients [9].

Group 1 - Huaxing Capital has established an M&A team since 2009 to provide comprehensive advisory services for innovative economy enterprises in China and globally, amidst a growing demand for M&A in the current uncertain market [1] - China Duty Free Group (601888.SH) plans to acquire DFS's retail business in Greater China for up to $395 million, enhancing its presence in the Hong Kong and Macau tourism retail market and deepening strategic cooperation with LVMH [3] - Jianghuai Microelectronics (603078.SH) announced that its controlling shareholder will transfer 23.96% of shares to Fuxun Technology for a total consideration of 1.848 billion yuan, changing the controlling shareholder to Shanghai Fuxun Technology [4] - Rongsheng Xintai intends to acquire control of Tian Sheng New Materials (300169.SZ) by purchasing 6.29% of shares for approximately 131 million yuan, aiming for a total holding of 18.75% [5] - Honglida (688330.SH) plans to use 341 million yuan of raised funds to acquire 50.93% of Zhongteng Microgrid, enhancing its capabilities in the power sector [6] - WuXi AppTec (2268.HK) has launched a voluntary conditional cash offer for all issued shares of Dongyao Pharmaceutical (1875.HK) at HKD 4.00 per share, with a total consideration of approximately HKD 2.79 billion, aimed at expanding its manufacturing capacity in China [7] - Lianjian Technology (301115.SZ) intends to acquire 55% of Zhongding Testing for 101 million yuan, enhancing its business layout in consumer goods and food testing [8] - JD Logistics (2618.HK) plans to acquire the remaining shares of Debon Holdings (603056.SH) for approximately 3.797 billion yuan and promote its voluntary delisting, aiming to strengthen network integration and operational efficiency [9] - China National Pharmaceutical Group (1177.HK) intends to acquire 100% of Hejiya for 1.2 billion yuan, focusing on innovative drug development in chronic disease areas [10] Group 2 - Baichuan Intelligent has launched the Baichuan-M3 Plus model, achieving a hallucination rate of 2.6%, the lowest globally, enhancing accuracy and reliability in medical scenarios [11] - Lenovo and NVIDIA have announced a collaboration to launch the "Lenovo AI Cloud Super Factory," aiming to transform traditional data centers into efficient AI factories [12] - Meituan has released the open-source "Reconsider" model, which significantly reduces training costs for new tools in complex tasks [13] - Qianwen App has integrated with Alibaba's ecosystem to test AI shopping functionalities, allowing users to order food and purchase items through AI [14] - Google and Apple have reached a multi-year AI collaboration agreement to support Siri with Google's Gemini model and cloud technology [15] - iQIYI announced the resignation of CFO Wang Jun, with Senior Vice President Zeng Ying appointed as interim CFO [16]

Core Viewpoint - The logistics industry is preparing for the upcoming Spring Festival by implementing a "no holiday" service, while also introducing peak season resource adjustment fees to manage demand and resource allocation during this busy period [1] Group 1: Company Announcements - SF Express announced that due to limited resource allocation and extreme weather during the holiday, delivery times may be affected, and they will dynamically adjust service fees, charging a resource adjustment fee of 0.1-1.5 yuan/kg for shipments over 20kg from January 19 to February 15, 2026 [1] - JD Logistics stated that from January 19 to February 23, 2026, they will charge a peak season resource adjustment fee of 0.1-1.2 yuan/kg on express heavy cargo products due to traffic and resource allocation issues [1] - Deppon Logistics will impose a resource adjustment fee of 0.2-0.5 yuan/kg for certain customers and products from January 19 to February 14, 2026, and additional fees during the holiday period from February 15 to February 23, 2026 [1] Group 2: Industry Context - The Spring Festival is a peak period for logistics demand, leading to increased operational costs due to labor shortages and uneven cargo volumes, which have historically resulted in the collection of "resource adjustment fees" by courier companies [1] - The majority of frontline workers, including couriers and sorting staff, are migrant workers who return home for the holiday, creating a labor shortage that necessitates the hiring of temporary workers, further increasing labor costs [1] - The "resource adjustment fee" primarily targets merchants, including e-commerce clients or contractual customers, reflecting the industry's practice during peak seasons [1]

Summary of Key Points from the Conference Call Industry Overview - The report focuses on the Chinese industries of sports apparel, beauty, and jewelry, highlighting the potential for experience-driven growth in 2026 amidst a backdrop of overall consumer trend sluggishness due to economic stability concerns, consumer confidence, and unemployment [1][3]. Core Insights and Arguments Experience-Driven Growth - There is a growing preference among Chinese consumers for experience-driven consumption, driven by: 1. A desire for healthier and emotionally fulfilling lifestyles 2. Strong demand for social relationships 3. Supportive government policies [3][7]. - Companies that successfully provide unique emotional resonance in consumer experiences are expected to capture greater market share and enjoy higher valuation premiums [1]. Key Success Factors for Sustainable Quality Experience - Three critical success factors for providing sustainable quality experiences in offline channels are identified: 1. Controlled store expansion to maintain service quality and avoid internal competition 2. Direct-to-consumer business models for better operational control and rapid feedback 3. Comprehensive employee management systems to ensure high service quality [3][68]. Jewelry Industry Insights - The ancient gold segment in the jewelry industry is projected to continue double-digit growth, with a compound annual growth rate (CAGR) exceeding 50% from 2018 to 2025. This growth is attributed to: 1. Improved craftsmanship leading to better designs 2. The rise of national trends 3. A combination of aesthetic and value preservation demands [3][47]. - Lao Pu Gold is expected to benefit significantly from experience-driven growth due to its controlled store count (47 stores compared to 2,000-6,000 for competitors), direct-to-consumer model, and a well-trained team providing differentiated service quality. The company is projected to achieve a 40% year-on-year profit growth in 2026 [3][76]. Beauty Industry Insights - The beauty industry is expected to grow at a low single-digit rate in 2026, with intense competition. Mao Geping is well-positioned to benefit from experience-driven consumption trends due to: 1. Higher offline presence compared to competitors (approximately 50% vs. less than 25%) 2. Unique value-added personalized beauty and skincare services supported by a large team of trained beauty consultants [3][40]. - Mao Geping is projected to achieve nearly 30% year-on-year profit growth in 2026 [3]. Sports Apparel Industry Insights - The sports apparel industry is expected to achieve low to mid-single-digit growth in 2026, benefiting from increasing health awareness and supportive government policies. Anta is highlighted for its strong multi-brand product portfolio and overseas expansion potential, with a forecasted profit growth of over 10% in 2026 [3][76]. Additional Important Insights - The report emphasizes the importance of emotional value in consumer decision-making, with over 80% of consumers prioritizing emotional value as the second most important factor after product quality [25][26]. - The government is focusing on enhancing consumer confidence and purchasing power through various measures, including promoting wage growth and expanding cultural and tourism consumption [34][32]. - The report also notes the increasing popularity of experience consumption among younger consumers, particularly in areas such as fitness, live music events, and outdoor activities [15][16]. This comprehensive analysis provides a detailed overview of the current state and future potential of the Chinese sports apparel, beauty, and jewelry industries, emphasizing the importance of experience-driven growth and consumer engagement strategies.