北京德恒律师事务所 关于中铁铁龙集装箱物流股份有限公司 2025 年第一次临时股东会的 法律意见 北京市西城区金融街 19 号富凯大厦 B 座 12 层 电话：010-52682888 传真：010-52682999 邮编：100033 中铁铁龙集装箱物流股份有限公司（以下简称"公司"）2025 年第一次临时 股东会（以下简称"本次会议"）于 2025 年 9 月 16 日（星期二）召开。北京德恒 律师事务所接受公司委托，指派李哲律师、王冰律师（以下简称"德恒律师"）出 席本次会议。根据《中华人民共和国公司法》（以下简称"《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》（以 下简称"《股东会规则》"）、《中铁铁龙集装箱物流股份有限公司章程》（以下 简称"《公司章程》"）的规定，德恒律师就本次会议的召集、召开程序、现场出 席会议人员资格、表决程序等相关事项进行见证，并发表法律意见。 为出具本法律意见，德恒律师出席了本次会议，并审查了公司提供的以下文 件，包括但不限于： （一）《公司章程》； （二）董事会决议及相关股东会审议的议案； 北京德恒律师事务所 关于中铁铁龙集装 ...

Group 1 - The construction of a national unified market is a major decision by the central government, necessary for building a new development pattern and promoting high-quality development, as well as gaining an advantage in international competition [1] - The basic requirements for advancing the national unified market construction are "five unifications and one openness," which include unifying market basic systems, infrastructure, government behavior, market regulation, and resource markets, along with expanding openness [1] - The logistics industry is a crucial part of modern services, impacting various sectors of the real economy, with current logistics costs being significantly higher than the global average, approximately double that of developed countries like the United States [2] Group 2 - Companies such as Tielong Logistics, China Railway Special Cargo, and Huamao Logistics are expected to benefit from the national unified market construction [3] - The growth rate of logistics expenditure in China is projected to align with GDP growth, estimated at around 6.2% from 2020 to 2025, driven by increasing domestic consumption and trade activities [2]

Core Viewpoint - Southern Airlines Logistics has signed a memorandum of cooperation with Victoria Seafood Pty Ltd to expand fresh seafood air trade between China and Australia, starting with the import of Australian lobsters [1][2]. Group 1: Partnership and Cooperation - The partnership aims to enhance the export of Australian specialties, particularly lobsters, to China, with plans to increase the scale of imports [2]. - Southern Airlines Logistics will also seek to collaborate with other high-quality Australian suppliers to promote a wider range of fresh products, including salmon, cherries, wine, beef, and dairy products in the Chinese market [2][3]. Group 2: Market Demand and Growth - The demand for imported lobsters in China is increasing, especially after Australia lifted its lobster export restrictions in December 2024, with Southern Airlines Logistics reporting a year-on-year increase of over 280% in lobster imports [2]. - In 2024, Southern Airlines Logistics transported over 30,000 tons of goods on the China-Australia route, supporting multi-sector cooperation between the two countries [3]. Group 3: Logistics and Infrastructure - Southern Airlines Logistics is enhancing its air route network to facilitate the efficient transport of Australian fresh products to China, addressing the challenges of cross-border fresh transportation [3][4]. - The company aims to leverage Guangzhou as a primary entry point and utilize Shanghai's international hub capabilities to provide flexible flight arrangements for transporting Australian seafood and agricultural products [3].

Group 1 - Southern Airlines Logistics has successfully implemented the ONE Record standard for the full-process cargo transportation status sharing on Guangzhou outbound routes, becoming the first airline in mainland China to integrate this international standard into daily operations, achieving the IATA's industry-wide goal set for 2026 [1][2] - The ONE Record pilot project was initiated in May last year, utilizing a visual database, message subscription, and API data exchange technology to overcome traditional air message limitations, enabling real-time transmission of key information such as electronic air waybills and cargo transportation status data on domestic routes [2] - In September this year, the application scope was expanded to include international routes from Guangzhou, adding real-time sharing and transmission of cargo warehousing status information [2] Group 2 - ONE Record is a new digital sharing standard and solution in the air cargo sector introduced by IATA, featuring flexible data processing capabilities and high security standards, supporting various electronic air cargo documents including dangerous goods declarations, customs documents, and booking orders [2] - The successful implementation by Southern Airlines Logistics marks a significant milestone in the digital upgrade of air logistics and provides a replicable "Guangzhou experience" for the industry [2] - The company aims to enhance its core business's digital intelligence capabilities and build an innovative smart logistics ecosystem, contributing to the development of the Guangdong-Hong Kong-Macao Greater Bay Area with integrated digital and intelligent logistics solutions [2]

Core Viewpoint - The company, China Railway Tielong Container Logistics Co., Ltd. (铁龙物流), emphasizes its role in the national logistics system and its strategic focus on special containers and regional port logistics to enhance operational efficiency and reduce costs [1][2]. Financial Performance - In the first half of the year, the company reported revenue of 5.513 billion yuan, a decrease of 22.14% year-on-year, while net profit attributable to shareholders was 379 million yuan, an increase of 33.34% [1][2]. - The decline in revenue is attributed to a deliberate reduction in the scale of the supply chain business, which saw a year-on-year revenue drop of 32.77% [2]. - The special container segment, which has the highest gross margin, achieved revenue of 1.361 billion yuan, a year-on-year increase of 3.81%, with a gross margin of 32.12%, up 2.42 percentage points [2]. Strategic Focus - The company holds approximately 150,000 special containers, leading the domestic market in both variety and quantity [1]. - Investments in special containers are set to increase from 270 million yuan in 2022 to 660 million yuan in 2024, with the gross margin contribution from this segment rising from 48.7% in 2022 to 67.4% in 2024 [2]. Market Position and Future Plans - The special container business aligns with modern logistics trends such as green and digital logistics, showcasing its growth potential [3]. - The company plans to enhance cash dividends to shareholders, proposing a mid-year cash dividend of 0.50 yuan per 10 shares, totaling 65.276 million yuan, marking its first mid-year dividend [3]. - Future strategies will focus on achieving world-class standards in railway enterprises while ensuring operational safety and quality growth [3].

Core Viewpoint - Iron Dragon Logistics is focusing on enhancing its core business of special containers while navigating challenges in the logistics market, with a strategic emphasis on long-term value creation and investment in special container assets. Group 1: Financial Performance - In the first half of 2025, the company achieved operating revenue of 5.513 billion yuan, a year-on-year decrease of 22.14%, primarily due to a deliberate reduction in supply chain business scale, which saw a revenue drop of 32.77% [1] - The net profit attributable to shareholders was 379 million yuan, an increase of 33.34% compared to the same period last year, mainly due to a prior year provision for inventory impairment of 87 million yuan; on a like-for-like basis, net profit grew by 2.12% [1] - As of June 30, 2025, total assets reached 10.797 billion yuan, a 3.64% increase from the end of the previous year; net assets attributable to shareholders were 7.663 billion yuan, up 5.40% [1] Group 2: Business Strategy and Development - The company has invested 270 million yuan, 510 million yuan, and 660 million yuan in special containers from 2022 to 2024, significantly enhancing the containerization level in modern logistics [2] - The gross profit margin of the special container segment has steadily increased from 48.7% in 2022 to 67.4% in 2024, reflecting the segment's alignment with high-quality development traits in modern logistics [2] - By December 31, 2024, the company is expected to have over 130,000 special containers, with 17,000 units put into operation in the first half of 2025, bringing the total to over 149,000 by June 30, 2025 [2] Group 3: Operational Highlights - The special container business maintained strong growth, with a dispatch volume of 1.025 million TEUs, a year-on-year increase of 7.2% [3] - The Sandao Railway's freight volume continued to recover, with a total of 29.172 million tons, reflecting a year-on-year growth of 10.8% [3] - The cold chain development company faced operational challenges due to various external factors but has implemented measures to improve its situation, reducing losses by approximately 7 million yuan in 2024 and 6 million yuan in the first half of 2025 [3]

Meeting Agenda and Matters - The shareholder meeting is scheduled for September 16, 2025, at 9:00 AM in Dalian, Liaoning Province [1] - The agenda includes an explanation of meeting matters, review of submitted proposals, on-site voting, and announcement of meeting conclusion [1] Voting Procedures - Voting will be conducted through on-site and online methods, with each shareholder or representative allowed to choose only one method [2] - Invalid votes due to errors or lack of submission will be counted as abstentions [2] - Final voting results will be disclosed on September 17, 2025, in various financial publications and the Shanghai Stock Exchange website [2] Financial Performance and Profit Distribution - For the first half of 2025, the company reported a net profit of CNY 227,758,500.01, with total distributable profits amounting to CNY 5,515,465,610.76 [3] - The proposed profit distribution plan suggests a cash dividend of CNY 0.50 per 10 shares for all shareholders [3] Appointment of Auditors - The company plans to appoint Crowe Horwath as the auditing firm for the 2025 fiscal year, with a total audit fee of CNY 1.75 million, including CNY 1.4 million for financial audit and CNY 0.35 million for internal control audit [5]

2025 年第一次临时股东会资料 2025 年 9 月 16 日 大 连 2025 年第一次临时股东会资料 目 录 | 一、会议议程及会议事项 | | | --- | --- | | 2025 | 年第一次临时股东会议程 1 | | 2025 | 年第一次临时股东会相关事项说明 2 | | 二、会议议案 | | | 1、2025 | 年半年度利润分配方案 3 | | 2、关于选聘 2025 | 年度审计机构的议案…………………………….………….4 | 2025 年第一次临时股东会资料 2025 年第一次临时股东会议程 时 间：2025 年 9 月 16 日 上午 9:00 地 点：辽宁省大连市中山区新安街 1 号日月潭大酒店 出席人员：股东及其代表，公司董事 一、 本次股东会相关事项说明 二、 审议提交本次会议的议案 四、 宣布股东会结束 列席人员：公司高级管理人员等 会议议程： - 1 - 1. 2025 年半年度利润分配方案 2. 关于选聘 2025 年度审计机构的议案 三、 现场记名投票表决上述议案 2025 年第一次临时股东会资料 2025 年第一次临时股东会相关事项说明 为维护股东的合法权益，确保 ...

Investment Rating - The investment rating for the company is maintained at "Buy" [7] Core Views - The company reported a strong performance in H1 2025, with revenue of 5.513 billion RMB (down 22.14% YoY) and a net profit of 379 million RMB (up 33.34% YoY), exceeding expectations due to better-than-expected railway freight profitability [1] - The company has proposed a mid-term dividend plan, with a proposed distribution of 0.05 RMB per share (including tax), resulting in a cash dividend ratio of 17.25% [1] - The strong growth in net profit is attributed to a low base from the previous year, where a property inventory impairment loss of 87 million RMB was recorded [1] Business Segments Summary Railway Special Containers - The railway special container business accounted for 69.6% of gross profit in H1 2025, with revenue and gross profit increasing by 3.8% and 12.3% YoY, respectively [2] - The gross margin improved by 2.4 percentage points to 32.1% [2] - The company completed the dispatch of 1.02 million TEUs of special containers, a 7.2% increase YoY [2] Railway Freight and Port Logistics - Revenue and gross profit from railway freight and port logistics decreased by 0.93% and 3.1% YoY, respectively, with a gross margin of 20.4% [3] - The company saw a 10.76% increase in the volume of goods transported via the Shaba Line, outperforming the regional port throughput [3] Supply Chain Management - The supply chain management business, primarily involving the procurement of raw materials for steel mills, saw a 32.8% decrease in sales revenue to 3.361 billion RMB, with a gross profit margin of 1.23% [4] - The net profit from the subsidiary China Railway Tielong (Yingkou) International Trade decreased by 28% to 2.3 million RMB [4] Profit Forecast and Valuation - The company’s net profit forecasts for 2025-2027 have been adjusted upwards by 9.13%, 1.65%, and 5.07% to 579 million, 689 million, and 781 million RMB, respectively, with a CAGR of 16.16% [5] - The target price has been raised by 4.9% to 7.44 RMB based on the industry’s weighted average PE of 16.9x for 2025 [5]

Core Viewpoint - The company reported a decline in revenue for the first half of 2025, primarily due to a contraction in the supply chain business, while the special container business showed steady growth in revenue and profitability [1] Group 1: Financial Performance - In the first half of 2025, the company achieved operating revenue of 5.513 billion yuan, a year-on-year decrease of 22.14%, mainly impacted by the supply chain business contraction [1] - The net profit attributable to shareholders was 379 million yuan, an increase of 33.34% year-on-year, with a non-recurring net profit of 373 million yuan, up 35.03% year-on-year [1] - For Q2 2025, the company reported operating revenue of 2.840 billion yuan, down 21.47% year-on-year, while net profit attributable to shareholders surged to 176 million yuan, a year-on-year increase of 172.50% [1] Group 2: Special Container Business - The railway special container business saw a year-on-year increase in dispatch volume of 7.17%, with segment gross profit rising by 12.28% [2] - In the first half of 2025, this segment generated revenue of 1.361 billion yuan, a year-on-year increase of 3.81%, with a gross margin of 32.12%, up 2.42 percentage points [2] - The company adjusted its investment strategy, deploying 17,000 special containers, resulting in a total container asset holding of over 149,000 by the end of the first half of 2025 [2] Group 3: Railway Freight and Logistics - The railway freight and port logistics segment reported revenue of 696 million yuan, a slight decline of 0.93% year-on-year, with a gross margin of 20.36%, down 0.45 percentage points [3] - The company effectively utilized its railway transport organization advantages, achieving a year-on-year increase of 10.76% in total cargo volume for the Shaba Railway, reaching 29.1724 million tons [3] Group 4: Other Businesses - The supply chain management business experienced a significant revenue decline of 32.77%, impacting overall revenue fluctuations [4] - In the first half of 2025, the supply chain management segment sold 3.91 million tons of iron ore, coal, and coke, generating revenue of 3.361 billion yuan, with a gross margin of 1.23%, up 0.26 percentage points [4] - The real estate business accelerated its sales, achieving revenue of 66 million yuan, a year-on-year increase of 72.89%, with a gross profit of 9.3354 million yuan, up 40.94% [4] Group 5: Profit Forecast and Investment Outlook - The company anticipates a new cycle in container manufacturing and expects stable improvements in special container turnover levels, projecting net profits of 585 million yuan, 690 million yuan, and 805 million yuan for 2025-2027, representing year-on-year growth of 53.2%, 17.9%, and 16.7% respectively [5] - The company maintains a "buy" rating based on its expected performance growth and operational stability [5]