Analysis of the Basis for the 35% Premium on Cash Option for Deppon Logistics Co., Ltd.

According to the voluntary delisting announcement released by Deppon Logistics Co., Ltd. on January 13, 2026, the specific pricing of the cash option is as follows:

Indicator	Value
Cash Option Exercise Price	RMB 19.00 per share
Closing Price on the Last Trading Day Before Suspension (January 8, 2026)	RMB 14.04 per share
Premium Amount	RMB 4.96 per share
Premium Rate	35.33%

Calculation Formula: (19.00 - 14.04) ÷ 14.04 × 100% = 35.33%[1][2]

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In March 2022, JD Group acquired control of Deppon Logistics Co., Ltd. via Suqian JD Zhuofeng Enterprise Management Co., Ltd. The announcement at that time clearly stated that the purpose of the tender offer was to “improve the integration efficiency of JD Group’s subordinate logistics business segments” and to “terminate the listing status of Deppon Logistics Co., Ltd.” In September 2022, JD Zhuofeng issued a commitment: within five years from the completion of the previous tender offer, it would resolve the horizontal competition issue between JD Logistics and Deppon Logistics Co., Ltd. through operable means[3][4].

This voluntary delisting is a concrete action by JD to fulfill the aforementioned commitment.

According to analysis from investment banking professionals, market speculations such as “JD Logistics returning to A-shares” or “asset injection” are not feasible[1]:

• Asset Injection Plan
  : In the logistics industry, the boundaries between express delivery, less-than-truckload (LTL) freight, and supply chain services are blurred. Supply chain services are essentially an integrated form of “warehousing + LTL freight + express delivery.” Even if Deppon were integrated with other logistics assets, it might still be deemed to have horizontal competition with JD Logistics, failing to fundamentally resolve the issue[1]
• JD Logistics Return to A-shares Plan
  : As an overseas-listed red-chip enterprise, JD Logistics faces strict restrictions such as market value and industry attributes, making it difficult to meet domestic listing requirements in the short term

Voluntary delisting is currently the most operable path that best protects the interests of all parties.

Delisting Type	Average Premium Rate
Historical Voluntary Delisting Cases in A-shares	2%～10%
Deppon’s Current Plan	35%
Multiple of Difference	3～17x

This 35% premium rate “is significantly higher than the average premium level of 2%-10% for historical voluntary delisting cases in the A-share market”[1][2][3].

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Market analysis points out that against the backdrop of intensified competition and overall valuation reversion in the logistics industry, this relatively high premium provides minority shareholders with an attractive exit opportunity, and also reflects JD’s sincerity in smoothly promoting integration[1][2].

According to the announcement, this termination of listing requires approval from:

• More than
  two-thirds
  of the valid voting rights held by all shareholders
• More than
  two-thirds
  of the valid voting rights held by other shareholders excluding those who individually or collectively hold more than 5% of the company’s shares, as well as the company’s directors and senior management

The high-premium cash option helps gain support from minority shareholders, ensuring the smooth approval of the plan[3][4].

Since 2025, privatization delistings have become a trend in the logistics industry:

• JD completed the privatization of Dada Group for approximately US$520 million
• STO Express acquired Dan Niao Logistics for RMB 362 million
• Aneng Logistics announced its plan for privatization delisting (expected to delist in February 2026)[4]

Deppon’s privatization at this time will help JD Logistics allocate resources more flexibly, redirecting resources that Deppon originally used for dividends or maintaining its listing status to smart sorting and cross-border supply chain construction.

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Item	Value
Number of Eligible Shares	Approximately 200 million shares (202,782,159 shares)
Total Consideration for Cash Option	Approximately RMB 3.797 billion
Record Date	February 6, 2026
Cash Option Provider	JD Logistics Transportation Co., Ltd.

: This cash option plan is not a mandatory transaction. Dissenting shareholders and other shareholders of the company may freely choose to accept or reject the cash option, and may also choose to apply for the cash option in full or in part[1][2].

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After Deppon Logistics Co., Ltd. resumed trading on January 14, 2026, the market reacted positively:

• Share Price Performance
  : Recorded a full-day limit-up, closing at RMB 15.44 per share, with a gain of 9.97%
• Capital Flow
  : Main force capital net inflow reached RMB 24.5091 million, hitting a new high since June 24, 2025
• Limit-up Order Capital
  : The capital for limit-up orders reached as high as RMB 2.081 billion, ranking among the top in the A-share market on that day
• Market Sentiment
  : Comments such as “conscientious company” and “Brother Dong is very generous this time” became high-frequency remarks on investor communication platforms[1][2]

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The main rationales for the 35% premium on the cash option for Deppon Logistics Co., Ltd. include:

1. Commitment Fulfillment
   : Honoring the commitment to resolve horizontal competition made during the 2022 acquisition
2. Market Comparison
   : Significantly higher than the historical average premium level (2%-10%) for voluntary delistings in the A-share market
3. Strategic Considerations
   : Reflects JD’s sincerity in promoting integration and ensures the smooth approval of the plan
4. Industry Background
   : The logistics industry has entered a period of in-depth integration, with privatization delistings becoming a trend

This plan not only aligns with the high-quality development trend of the logistics industry but also balances corporate strategy and shareholder interests within a compliance framework, providing minority shareholders with certain returns far exceeding the market average.

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[1] 21st Century Business Herald - “Deppon Plans Voluntary Delisting, JD Logistics Offers 35% High-Premium Cash Option” (https://www.21jingji.com/article/20260115/herald/4b28b150a9cd90b20a072e27b8721961.html)

[2] The Paper - “Deppon Logistics Co., Ltd. Plans Voluntary Delisting, JD Logistics to Acquire Remaining Shares for Approximately RMB 3.8 Billion” (https://m.thepaper.cn/newsDetail_forward_32377419)

[3] Sina Finance - “Deppon Logistics Co., Ltd. Plans Voluntary Delisting, JD Logistics to Acquire Remaining Shares for Approximately RMB 3.8 Billion” (https://finance.sina.com.cn/jjxw/2026-01-14/doc-inhhfmmf4318691.shtml)

[4] Southern Metropolis Daily - “JD Acquires Remaining Deppon Shares with Over 30% Premium, Deppon to Voluntarily Delist, Shares Surge to Limit-Up After Resumption” (https://www.nfnews.com/content/voAp2qgv6R.html)