上海中谷物流股份有限公司 2024年年度股东大会决议公告 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 (一)股东大会召开的时间：2025 年 4 月 21 日 证券代码：603565 证券简称：中谷物流 公告编号：2025-014 (二)股东大会召开的地点：上海市浦东新区民生路 1188 号 18 楼会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 271 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,324,556,222 | | 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 | | | 份总数的比例（%） | 63.0722 | (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 会议由公司董事会召集，现场会议由公司董事长周斌先生主持。本次会议的 召集、召开符合《公司法》和《公司章程》等法律、法规和其他规范性文 ...

北京植德（上海）律师事务所 关于上海中谷物流股份有限公司 2024 年年度股东大会的 法律意见书 植德沪（会）字[2025]0010 号 二〇二五年四月 上海市徐汇区虹桥路 183 号徐家汇中心三期 A 座办公楼 27 层（THREE itc） 邮编：200030 27th Floor Tower A, THREE itc, No.183 Hongqiao Road, Xuhui District, Shanghai 200030 P.R.C 电话(Tel)：021-52533500 传真(Fax)：021-52533599 www.meritsandtree.com 北京植德（上海）律师事务所 关于上海中谷物流股份有限公司 2024 年年度股东大会的 法律意见书 植德沪（会）字[2025]0010 号 致：上海中谷物流股份有限公司（贵公司） 北京植德（上海）律师事务所（以下简称"本所"）接受贵公司的委托，指派 律师出席并见证贵公司 2024 年年度股东大会（以下简称"本次会议"）。 本所律师通过现场方式参加本次会议进行见证，并根据《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》 ...

Core Viewpoint - Zhonggu Logistics (603565) shows a stable financial position with a high cash holding of 7.7 billion and long-term loans of 5.8 billion, indicating a strategic choice to maintain liquidity for operational flexibility and growth opportunities [1][2] Group 1: Financial Performance - As of April 18, 2025, Zhonggu Logistics closed at 10.24 yuan, with a slight increase of 0.1% and a trading volume of 162,600 shares, resulting in a total transaction value of 166 million yuan [1] - The company reported a net inflow of main funds amounting to 6.99 million yuan, which constituted 4.21% of the total transaction value on that day [2] Group 2: Cash Management Strategy - The company maintains a high cash reserve to ensure sufficient funds for daily operations, enhancing financial stability and debt repayment capacity [1] - Long-term loans have been primarily utilized for new container ship projects, which have a long return cycle, and the current low loan interest rates have influenced the decision to use long-term borrowing [1]

Summary of Conference Call on Zhonggu Logistics Company Overview - Zhonggu Logistics is a leading company in China's domestic container shipping industry, established in 2003, and is one of the earliest players in this sector [3][5]. - The company has built a comprehensive multi-modal logistics system through the integration of port, shipping, and rail networks, covering 25 major coastal ports and over 50 inland ports across China [3][4]. Financial Performance - The company's market capitalization is 18.3 billion [2]. - In 2020, during a strong industry period, the company distributed dividends of 2 billion, with a profit margin of 73%. In 2023, despite a weaker industry, it still distributed 1.5 billion with a profit margin of approximately 88% [2]. - The dividend payout ratio has been consistently high over the past two years, indicating strong cash flow and profitability [2][12]. - For 2024, the domestic trade industry is expected to be weak, particularly in the first three quarters [2]. Competitive Position - Zhonggu Logistics has a significant lead in operational scale compared to its competitors, with a controlled capacity of 3.68 million TEUs (Twenty-foot Equivalent Units) compared to 2.3 million TEUs for Antong Holdings [5]. - Despite a downturn in domestic shipping rates in 2023 and 2024, the company's economic profit has remained around 13%, higher than the pre-pandemic level of about 10% [6]. Operational Efficiency - The company's strong profitability and cash flow are attributed to its excellent logistics management capabilities, particularly in optimizing container handling to reduce costs [7][8]. - The average transfer frequency of containers is lower than the industry average, which enhances operational efficiency and reduces costs [9]. Industry Dynamics - The shipping industry has seen a significant increase in supply, with coastal inter-provincial transport capacity growing from 830,000 in 2022 to 970,000 in 2023, a year-on-year increase of 17.2% [11]. - Shipbuilding prices have risen significantly since Q2 2021, which has dampened shipowners' willingness to order new vessels, leading to expectations of stable shipping rates in 2025 [12]. Future Outlook - The company is expected to maintain strong cash flow and a robust dividend policy, with no major capital expenditures anticipated in the short term due to sufficient capacity from previous investments [12]. - The overall operational situation of the company is considered very good, with a strong dividend yield making it an attractive investment opportunity in the high-dividend stock segment [12]. Risks - Key risks include macroeconomic growth expectations, significant fluctuations in shipping rates, and potential changes in supply chain dynamics [13].

上海中谷物流股份有限公司 2024 年年度股东大会会议资料 603565 中国·上海 二〇二五年四月 上海中谷物流股份有限公司 2024 年年度股东大会会议议程 一、会议时间、地点 （一）现场股东大会 日期、时间：2025 年 4 月 21 日（星期一）下午 14:30 地点：上海市浦东新区民生路 1188 号 18 楼会议室 （二）网络投票 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：2025 年 4 月 21 日至 2025 年 4 月 21 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股东 大会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00；通过互联网投 票平台的投票时间为股东大会召开当日的 9:15-15:00。 二、会议召集人 上海中谷物流股份有限公司董事会 三、会议表决方式 现场投票和网络投票相结合 四、会议内容 （一）主持人宣布会议开始 （二）主持人报告会议出席情况 （三）主持人宣布提交本次会议审议的议案 1、 关于 2024 年度董事会工作报告的议案 2、 关于 2024 年度监事会工作报告的议案 3、 ...

Investment Rating - The investment rating for the company is "Buy" and is maintained [7]. Core Views - The company is expected to generate revenue of 11.26 billion in 2024, a year-on-year decrease of 9.5%. The net profit attributable to the parent company is projected to be 1.84 billion, reflecting a year-on-year increase of 6.9% [2][5]. - The company has shifted its focus from domestic trade to a combination of domestic and foreign trade, enhancing its resilience through capacity leasing and demonstrating shareholder returns through high dividends [10]. Summary by Sections Revenue and Profit Forecast - For 2024, the company anticipates a revenue of 11.26 billion, down 9.5% year-on-year, with a net profit of 1.84 billion, up 6.9% year-on-year, and a non-recurring net profit of 1.1 billion, up 6.2% year-on-year [2][5]. Business Performance - Domestic trade revenue is expected to decline significantly due to seasonal characteristics and decreased freight rates, with a projected revenue of 9.5 billion, down 15.2% year-on-year. The domestic freight rate index (PDCI) averaged 1103, down 12.3% year-on-year [10]. - The foreign trade sector is experiencing high demand, leading to increased charter rates, with the average charter rate for 4,400 TEU vessels rising by 90.2% year-on-year [10]. Cost Management and Efficiency - The company has managed to reduce operating costs by 10.4% year-on-year, primarily due to decreased fuel costs and an increase in the proportion of owned vessels from 69.8% in 2023 to 72.7% in 2024 [10]. - The company has also achieved a significant reduction in period expenses, down 49.2% year-on-year, through cost-cutting measures and increased dollar-denominated income from leasing operations [10]. Investment Recommendations - The company is expected to see a rebound in domestic trade in 2025, with improved supply-demand dynamics. The projected net profits for 2025-2027 are 1.93 billion, 2.02 billion, and 2.15 billion, respectively, with corresponding price-to-earnings ratios of 11.7, 11.1, and 10.5 [10]. - The company emphasizes shareholder returns, with a projected dividend payout ratio of 60%, leading to dividend yields of 5.1%, 5.4%, and 5.7% for 2025-2027 [10].

Investment Rating - The report maintains a "Recommend" rating for Zhonggu Logistics (603565) [1] Core Views - The company achieved a net profit attributable to shareholders of 1.84 billion, representing a year-on-year increase of 6.9%, with a dividend payout ratio reaching 90%, making the dividend attractive [1] - The report highlights the strong performance in the foreign trade charter market, with rental rates for 4400 and 2500 TEU container ships increasing by 221% and 156% year-on-year, respectively [2] - The domestic shipping market is also showing signs of improvement, with the PDCI index averaging 1287 points in Q4 2024, up 9% year-on-year [2] Financial Summary - For 2024, total revenue is projected at 11.258 billion, a decrease of 9.5% year-on-year, while net profit is expected to be 1.835 billion, reflecting a growth of 6.9% [4] - The company plans to distribute a cash dividend of 0.79 per share, corresponding to a dividend yield of 7.3% [8] - The financial forecast indicates a gradual recovery in revenue, with estimates of 11.312 billion in 2025 and 11.951 billion in 2026, alongside net profits of 1.846 billion and 1.937 billion, respectively [4][8] Future Outlook - The foreign trade charter market is expected to remain robust, with rental rates for container ships projected to continue increasing [8] - The domestic container transportation market is anticipated to grow by 5% to 7% in 2025, with a static capacity growth of 4% [8] - The report raises the profit forecast for 2025 and 2026, with net profit estimates of 18.5 billion and 19.4 billion, respectively, and introduces a new estimate for 2027 at 20 billion [8]

Investment Rating - The report maintains a "Recommended" rating for Zhonggu Logistics, indicating a positive outlook for the company's performance in the near term [2][5]. Core Views - Zhonggu Logistics achieved a revenue of 11.258 billion yuan in 2024, a year-on-year decrease of 9.49%, while the net profit attributable to shareholders reached 1.835 billion yuan, a year-on-year increase of 6.88% [3]. - The fourth quarter of 2024 saw a significant increase in net profit, reaching 727 million yuan, up 38.3% year-on-year, driven by a rebound in domestic freight rates and an increase in foreign trade rental income [3]. - The company reported a non-recurring profit of 736 million yuan in 2024, up 7.9% from the previous year, primarily due to gains from the sale of vessels [4]. - The dividend payout ratio for 2024 was over 90%, with a total dividend of 1.66 billion yuan, reflecting the company's commitment to returning value to shareholders [5]. Financial Performance Summary - Revenue for 2024 was 11.258 billion yuan, down 9.49% from 2023, while net profit was 1.835 billion yuan, up 6.88% [12]. - The company expects net profits for 2025, 2026, and 2027 to be 1.772 billion, 1.883 billion, and 2.060 billion yuan, respectively, with corresponding EPS of 0.84, 0.90, and 0.98 yuan [5][12]. - The financial expenses decreased significantly to -24 million yuan in 2024, compared to 127 million yuan in 2023, mainly due to increased interest income from US dollars [4]. Market Position and Outlook - Zhonggu Logistics is recognized as a leading domestic container logistics company in China, with a strong focus on domestic coastal container transportation [6]. - The report anticipates that domestic freight rates will stabilize and improve, while foreign trade rental income may continue to benefit from geopolitical tensions affecting shipping routes [5].

Investment Rating - The report maintains a "Recommended" rating for Zhonggu Logistics, indicating a positive outlook for the company's performance in the near term [2][5]. Core Views - Zhonggu Logistics achieved a revenue of 11.258 billion yuan in 2024, a year-on-year decrease of 9.49%, while the net profit attributable to shareholders reached 1.835 billion yuan, an increase of 6.88% [3]. - The fourth quarter of 2024 saw a significant increase in net profit, reaching 727 million yuan, up 38.3% year-on-year, driven by a rebound in domestic freight rates and an increase in international freight rates [3]. - The company reported a non-recurring gain of 736 million yuan in 2024, primarily from the sale of vessels, which contributed to the overall profit increase [4]. - The dividend payout ratio exceeded 90%, with a total dividend of 1.66 billion yuan, reflecting the company's commitment to returning value to shareholders [5]. Financial Performance Summary - Revenue for 2024 was 11.258 billion yuan, down 9.49% from 2023, while net profit was 1.835 billion yuan, up 6.88% [12]. - The company expects net profits for 2025, 2026, and 2027 to be 1.772 billion, 1.883 billion, and 2.060 billion yuan, respectively, with corresponding EPS of 0.84, 0.90, and 0.98 yuan [5][12]. - The financial expenses decreased significantly to -24 million yuan in 2024, primarily due to increased interest income from US dollars [4]. Market Position and Outlook - Zhonggu Logistics is recognized as a leading domestic container logistics company in China, with a strong focus on domestic coastal container transportation [6]. - The report highlights that the company is well-positioned to benefit from the ongoing recovery in freight rates, particularly in the domestic market, while international freight rates may remain elevated due to geopolitical factors [5].

Investment Rating - The report maintains an "OUTPERFORM" rating for Shanghai Zhonggu Logistics [2][5][14] Core Insights - The company reported FY24 results that exceeded market expectations, with revenue of RMB 11.26 billion, a decrease of 9.5% year-on-year, and a net profit of RMB 1.835 billion, an increase of 6.9% year-on-year. The return on equity (ROE) reached 17.26% [3][12][13] - The company plans to distribute a dividend of RMB 0.79 per share for FY24, resulting in a dividend payout ratio of 90.39% and a dividend yield of 8.3%, indicating strong cash flow and commitment to shareholder returns [5][12][13] - The company is optimistic about domestic and foreign trade prices in 2025, having increased the proportion of its foreign trade business, which has improved revenue per TEU and overall profitability [4][13] Financial Performance Summary - For FY24, the company achieved a total transportation volume of 11.29 million TEUs, a decline of 23.9% year-on-year. Revenue from water transport and land transport was RMB 9.0 billion and RMB 2.24 billion, respectively, with year-on-year changes of -11.0% and -3.7% [4][8] - The overall gross profit margin for FY24 was 15.15%, an increase of 0.9 percentage points year-on-year. Despite a decline in domestic freight rates, the company shifted capacity to the more favorable foreign trade sector, enhancing unit prices and gross margins [4][8] - The report forecasts net profits for FY25, FY26, and FY27 to be RMB 1.966 billion, RMB 2.147 billion, and RMB 2.342 billion, respectively, with corresponding EPS of RMB 0.94, RMB 1.02, and RMB 1.12 [5][14] Valuation and Target Price - The target price is set at RMB 12.17, based on a price-to-earnings (P/E) ratio of 13x for FY25 [2][5][14] - The report highlights the company's strategy of selling ships purchased at lower prices during high market conditions, contributing to significant asset disposal gains [4][13]