北京世辉律师事务所 关于德邦物流股份有限公司 以股东会决议方式主动终止上市事项的 法律意见书 二〇二六年一月 以股东会决议方式主动终止上市事项的 法律意见书 | 一、德邦股份的基本情况 1 | | --- | | 二、本次主动终止上市的方案 1 | | （一）本次以股东会决议方式主动终止上市的原因 1 | | （二）本次终止上市的基本方案 2 | | （三）异议股东保护机制 2 | | （四）关于终止上市后的发展战略 4 | | 三、本次主动终止上市履行的程序 4 | | （一）本次主动终止上市已取得的批准和授权 4 | | （二）本次主动终止上市尚需取得的批准和授权 4 | | 四、结论意见 4 | 北京世辉律师事务所 关于德邦物流股份有限公司 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"德邦股份"或"公司"）的委托，担任公 司以股东会决议方式主动终止其 A 股股票在上海证券交易所（以下简称"上交所"）上 市交易（以下简称"本次主动终止上市"或"本项目"）的专项法律顾问，根据《中华 人民共和国公司法》《中华人民 ...

人民财讯1月13日电，德邦股份（603056）1月13日公告，为了更好地顺应物流行业的发展趋势，更为高 效、有力地统筹协调与整合京东物流体系内的物流资源，亦考虑积极践行公司间接控股股东京东卓风于 收购公司时作出的关于同业竞争的承诺，经京东卓风提议，并经公司董事会审议通过，公司拟以股东会 决议方式主动撤回德邦股份A股股票在上交所的上市交易，并在取得上交所终止上市决定后申请在全国 中小企业股份转让系统退市板块继续交易。公司股票将于1月14日复牌。 ...

证券代码：603056 证券简称：德邦股份 公告编号：2026-007 德邦物流股份有限公司 关于以股东会决议方式主动终止公司股票上市的公告 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： 若股东会不能通过《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》，本次股东会的异议股东及其他股东将不能获得现金选择权。 根据《上海证券交易所股票上市规则》（以下简称"《股票上市规则》"） 第 9.7.5 条的相关规定：公司本次通过股东会决议主动终止公司股票上市的方式 下，公司应当向上海证券交易所申请股票及其衍生品自股东会股权登记日的次一 交易日停牌，并于股东会做出终止上市决议后 15 个交易日内，向上海证券交易 所提交主动终止上市申请。 根据《股票上市规则》第 9.7.7 条的相关规定：如公司本次通过股东会决议 主动终止公司股票上市的事项未获股东会审议通过，公司应当及时向上海证券交 易所申请股票及其衍生品种自股东会决议公告之日起复牌。 为了更好地顺应物流行业的发展趋势，更为高效、有力地统筹协调与整合 JD Logis ...

德邦股份1月13日公告，为了更好地顺应物流行业的发展趋势，更为高效、有力地统筹协调与整合京东 物流体系内的物流资源，亦考虑积极践行公司间接控股股东京东卓风于收购公司时作出的关于同业竞争 的承诺，根据《股票上市规则》等相关法律、法规及规范性文件的规定，经京东卓风提议，并经公司董 事会审议通过，公司拟以股东会决议方式主动撤回A股股票在上海证券交易所的上市交易，并在取得上 海证券交易所终止上市决定后申请在全国中小企业股份转让系统退市板块继续交易。公司终止上市后， 资产、人员、业务将不会受到不利影响，仍保持独立的品牌及运营。 ...

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。 JD Logistics, Inc. 京東物流股份有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2618） 須予披露的交易 擬主動撤回德邦股份於上海證券交易所的上市交易及 擬向德邦股東提供現金選擇權 2026年1月13日，宿遷京東卓風（本公司全資子公司，亦為德邦的間接控股股東）已提 議，並經德邦董事會批准，德邦擬透過德邦股東會批准的方式，主動撤回德邦股份於 上海證券交易所的上市交易。 為保障德邦股東的利益，作為擬撤回上市方案的一部分，買方（本公司的全資子公司） 將在獲得德邦的股東批准後，立即向德邦股東發出擬現金選擇權，以每股人民幣19.0 元的價格收購德邦目標股份（即德邦所有剩餘股份，不包括本集團及其一致行動人已 擁有的股份及德邦註銷股份）。截至本公告日，德邦股東合計持有202,782,159股德邦股 份（不包括德邦庫存股）（佔19.99%的總德邦股份（不包括德邦庫存股）。不包括德邦註銷 股份 ...

Core Viewpoint - Debon Holdings has suspended trading due to significant matters being planned by its indirect controlling shareholder, JD Zhaofeng, following a recent increase in shareholding, raising control to 79.59% [1][2]. Group 1: Shareholding and Trading Suspension - JD Zhaofeng completed an increase of 2.95% in Debon Holdings' shares, investing approximately 418 million yuan [2]. - The trading suspension was initiated on January 9, with an initial expectation to resume on January 12, but was later extended due to ongoing planning [1][2]. Group 2: Share Buyback Program - Debon Holdings initiated a share buyback plan with a budget of 75 million to 150 million yuan, aiming to reduce registered capital [2]. - By the end of December 2025, the company had repurchased shares worth approximately 75.09 million yuan, reaching the lower limit of its buyback plan [2]. Group 3: Stock Performance and Financial Pressure - Debon Holdings' stock price rose significantly in Q2 2025, reaching a peak of 22.96 yuan, but later fell to 13.53 yuan by December 31, 2025 [3]. - The company reported a revenue of 30.27 billion yuan for the first three quarters of 2025, a year-on-year increase of 6.97%, but recorded a net loss of 277 million yuan, marking its first loss in a quarterly report since going public [3]. Group 4: Management Changes and Competition Issues - Significant management changes occurred at Debon Holdings, including the resignation of Chairman Hu Wei and the nomination of JD executive Wang Zhenhui as a non-independent director [3]. - Investors have raised concerns about competition with JD Logistics, which holds a 66.5% stake in Debon Holdings, and the company has committed to addressing these competition issues over the next five years [4].

Core Viewpoint - Guosen Securities maintains an "outperform" rating for the consumer sector, anticipating potential rebounds in 2025 due to policy support and structural opportunities in specific sub-sectors like gold jewelry, beauty care, offline retail, and cross-border e-commerce [1] Group 1: 2025 Market Review - In 2025, the SW retail index increased by 11.6%, underperforming the CSI 300 index by 6.1 percentage points, as the market adjusted after significant gains in 2024 [2] - The SW beauty care index rose by 0.4%, lagging behind the CSI 300 index by 17.35 percentage points, with a notable decline in the second half of the year due to a shift in market focus towards technology [2] - The overall consumer sector showed stable fundamentals in 2025, with emerging structural highlights and strong rebound potential supported by clearer consumption-promoting policies [2] Group 2: 2026 Outlook - The new consumption trend is expected to continue into 2026, driven by changes in consumer sentiment among younger demographics and the successful market entry of new consumption companies [3] - Traditional consumption leaders are facing operational challenges but are adapting by innovating and adjusting their retail channels, leading to potential recovery starting from late 2024 [3] Group 3: Investment Recommendations - **Gold Jewelry**: The sector is entering a peak consumption season with overall valuations at low levels, and companies with strong product offerings are expected to see growth [4] - **Beauty Care**: The sector is returning to low levels, with traditional leaders showing signs of recovery and new product launches driving growth [4] - **Offline Retail**: The end of the year marks a sales peak, with potential positive impacts from CPI recovery and ongoing adjustments in supermarket operations [4] - **Cross-Border E-commerce**: Market sensitivity to external tariffs is decreasing, and leading companies are expected to benefit from the upcoming overseas consumption peak [4]

Group 1: Industry Dynamics - The national postal conference held on January 7, 2026, forecasts an 8% year-on-year growth in express delivery volume, reaching 2.14 billion packages in 2026 [1][2] - The conference emphasizes a shift from traditional growth models focused on scale and speed to quality improvement and reasonable growth, urging companies to abandon the "price for volume" model to curb irrational competition [1][2] - The government is expected to play a more active role in industry governance, enhancing regulatory effectiveness and establishing a comprehensive policy framework [2] Group 2: Company Performance - Jitu Express reported a 14.5% year-on-year increase in package volume for Q4 2025, totaling 8.46 billion packages, with Southeast Asia and new markets seeing growth rates exceeding 70% [3] - The company plans to continue investing in infrastructure and optimizing its network partnerships to enhance operational efficiency [3] Group 3: Regulatory Developments - The Jiangxi Provincial Postal Administration held a meeting to address "anti-involution" in the express delivery industry, focusing on protecting couriers' rights and standardizing delivery fee structures [4] - The meeting called for a unified delivery fee standard across the province and emphasized the need for emergency response mechanisms for issues like wage arrears [4] Group 4: Aviation Industry Insights - The civil aviation industry reported a total profit of 6.5 billion yuan in 2025, with significant increases in transportation metrics, including a 10.5% rise in total turnover and a 13.3% increase in cargo volume [7] - The International Air Transport Association (IATA) noted a 5.7% year-on-year growth in global passenger demand for November 2025, with a record load factor of 83.7% [8] Group 5: Shipping and Port Activity - Recent unrest in Iran could impact oil exports and shipping rates, with potential scenarios including increased oil prices and shipping costs due to geopolitical tensions [9] - South Korean shipowners are actively acquiring older VLCCs, indicating a positive outlook for the VLCC market [10] - Container throughput in Chinese ports decreased by 0.65% week-on-week, while container volume increased by 6.27% [12] Group 6: Logistics and Supply Chain - The logistics sector in China is operating smoothly, with national rail freight down 8.54% and highway freight traffic down 14.87% during the last week of December 2025 [13] - The supply chain logistics sector is expected to benefit from a shift towards quality and efficiency, with companies like Debon Logistics and Aneng Logistics showing promising growth potential [17]

Investment Rating - The investment rating for the transportation industry is "Positive" (maintained) [4] Core Views - The express logistics industry is expected to maintain a steady growth rate of 8% in 2026, with a projected completion of 2.14 billion packages, reflecting a year-on-year increase of approximately 8% [4] - The industry is shifting focus from traditional growth based on scale and speed to quality improvement and reasonable growth, emphasizing the role of government in regulation and compliance [4] - The demand for e-commerce express delivery remains resilient, with a "de-involution" trend driving up express prices and releasing profit elasticity for companies [14] - The shipping market is expected to benefit from the OPEC+ production increase cycle and the Federal Reserve's interest rate cuts, enhancing the elasticity of VLCC freight rates [15] - The air transport sector is showing signs of a long-term bullish trend, with stable demand growth and tightening supply conditions [15] Summary by Sections Express Logistics - The national postal conference highlighted the need for quality development and government involvement in the express logistics sector [4] - Jitu Express reported a 14.5% year-on-year increase in package volume for Q4 2025, with significant growth in Southeast Asia and new markets [5] - The Jiangxi Provincial Postal Administration held a meeting to address the "de-involution" issue in the express industry, focusing on protecting couriers' rights and standardizing payment structures [6] Shipping and Ports - The Iranian unrest poses potential risks to oil exports and shipping rates, with three possible future scenarios affecting the oil transport market [10] - South Korean shipowners are actively acquiring older VLCCs, indicating a positive outlook for the VLCC market [11] - The overall shipping rates have shown slight declines, with the SCFI index decreasing by 0.5% [12] - The BDI index for bulk shipping has decreased by 4.7%, indicating a downward trend in shipping rates [13] Aviation - The civil aviation sector achieved a total profit of 6.5 billion yuan in 2025, with significant increases in passenger and cargo transport volumes [9] - The overall passenger load factor for major airlines was 85.57%, reflecting a slight decrease from the previous month [59] Road and Rail - National logistics operations have been running smoothly, with a decrease in freight transport volumes reported [13] - The road freight volume for November 2025 was 3.876 billion tons, showing a year-on-year increase of 3.57% [67] Port Operations - The total cargo throughput at Chinese ports decreased by 0.65% week-on-week, while container throughput increased by 6.27% [78]

Macro Economic Group - In December, China's CPI increased by 0.8% year-on-year, matching expectations, and up from 0.7% in November. Core CPI also remained stable at 1.2% year-on-year [5] - December's PPI decreased by 1.9% year-on-year, slightly better than the expected decline of 2% [6] - The U.S. non-farm payrolls increased by 50,000 in December, below the expected 60,000, while the unemployment rate fell to 4.4% [7][8] Industry Comprehensive Group - TSMC reported a revenue of NT$335 billion in December 2025, a 2.5% decrease from November but a 20.4% increase year-on-year. The fourth quarter revenue reached NT$1.05 trillion, approximately US$33.1 billion, exceeding market expectations [10] - The competition for satellite orbital resources between China and the U.S. has officially begun, with significant implications for satellite manufacturing and commercial rocket industries [11] Advanced Manufacturing Group - Starting April 1, 2026, China will cancel the VAT export rebate for photovoltaic products and reduce the rebate for battery products from 9% to 6%. This is expected to stabilize export prices and enhance product structure upgrades in the battery industry [13] - In December, the retail sales of new energy passenger vehicles reached 1.337 million units, a year-on-year increase of 2.6%, with a penetration rate of 59.1% in the domestic market [14] Consumer Group - Mao Geping has launched new products and formed a strategic partnership with LVMH's investment firm, aiming to enhance its global presence in the beauty market. This collaboration focuses on expanding high-end retail channels and establishing a beauty investment fund [16] - The CES 2026 highlighted the importance of LiDAR technology, which is expected to drive the growth of smart lawn mowers and other intelligent devices, with the global market projected to reach US$4 billion by 2028 [17]