嘉友国际物流股份有限公司 | 2025 年第二次临时股东会须知 | 2 | | --- | --- | | 2025 年第二次临时股东会议程 | 3 | | 议案一：2025 年半年度利润分配方案 | 5 | | 议案二：关于变更注册资本的议案 | 6 | | 议案三：关于修订《公司章程》的议案 | 7 | | 议案四：关于修订《股东会议事规则》的议案 | 36 | | 议案五：关于修订《董事会议事规则》的议案 | 41 | | 议案六：关于不再设立监事会的议案 | 42 | | 议案七：关于选举董事的议案 | 43 | | 议案八：关于选举独立董事的议案 | 44 | 1 2025 年第二次临时股东会会议资料 2025 年第二次临时股东会会议资料 2025 年 9 月 15 日 2025 年第二次临时股东会会议资料 | 目录 | | --- | 2025 年第二次临时股东会须知 为维护全体股东的合法权益，确保股东会的正常秩序和议事效率，根据《公 司法》《上市公司股东会规则》及《公司章程》等有关规定，制定如下会议须知： 一、请股东按照本次股东会通知中规定的时间和登记方法办理参会登记手 续，证明文件不齐或手续不 ...

Investment Rating - The report maintains an "Outperform" rating for Jiayou International, with a target price of 14.43 RMB, representing a potential upside of 16% from the current price [5][8]. Core Insights - Jiayou International's performance in the first half of 2025 faced pressure, with a revenue decline of 11.99% year-on-year to 4.08 billion RMB and a net profit attributable to shareholders down 26.15% to 561 million RMB [9][10]. - The China-Mongolia business is expected to recover in the second half of 2025 due to rebounding coal prices and increased demand for Mongolian coal, with forecasts indicating a net profit of 1.32 billion RMB for 2025 [5][11]. - The company's African operations are showing strong growth, with a 34% increase in revenue from land port projects and a 40% increase in gross profit in the first half of 2025, contributing to future profit growth [11][10]. Financial Summary - Total revenue is projected to be 8.67 billion RMB in 2025, with a slight decrease of 0.9% from the previous year, followed by a significant increase to 11.08 billion RMB in 2026 [4]. - Net profit attributable to shareholders is expected to be 1.32 billion RMB in 2025, with a gradual increase to 1.96 billion RMB by 2027 [5][4]. - Earnings per share (EPS) are forecasted to be 0.96 RMB in 2025, increasing to 1.43 RMB by 2027 [5][4].

Core Viewpoint - The logistics sector experienced a slight increase of 0.13% on September 4, while the overall market indices, including the Shanghai Composite Index and Shenzhen Component Index, saw declines of 1.25% and 2.83% respectively [1][3] Group 1: Market Performance - The Shanghai Composite Index closed at 3765.88, down 1.25% [1] - The Shenzhen Component Index closed at 12118.7, down 2.83% [1] Group 2: Logistics Sector Stocks - The leading stock in the logistics sector was Pulu Tong (002769), which closed at 9.34 with a gain of 4.01% and a trading volume of 429,700 shares, amounting to a transaction value of 398 million yuan [1] - Other notable performers included Hengji Dazheng (002492) with a 4.01% increase, closing at 7.27, and ST Haiqin (600753) with a 3.22% increase, closing at 7.06 [1] - The overall trading activity in the logistics sector showed various stocks with positive performance, including Jiayou International (603871) and Jianfa Co. (600153), which saw increases of 2.99% and 2.33% respectively [1] Group 3: Capital Flow - The logistics sector saw a net inflow of 31.42 million yuan from main funds, while retail investors experienced a net outflow of 53.88 million yuan [3] - Speculative funds contributed a net inflow of 22.46 million yuan to the logistics sector [3]

Summary of the Conference Call for 嘉友国际 Industry and Company Overview - 嘉友国际 operates in the logistics and supply chain sector, focusing on the import and distribution of Mongolian coking coal and copper ore transportation in Africa [2][3] - The company has seen a recovery in coal imports due to the resurgence of the Chinese economy post-pandemic, with truck traffic returning to 1,000 vehicles [2][3] Core Business Insights - The primary business model involves land transportation from Mongolia to China and logistics services at the 甘其毛都 transfer center [3] - Mongolian coal is a significant source for China due to its competitive pricing, despite lower purity compared to Australian coal [3] - The company experienced a decline in performance during the pandemic but anticipates a rebound, projecting annual profits of approximately 1.1 to 1.2 billion yuan [3][9] Growth Strategies and New Ventures - 嘉友国际 is expanding into the African copper ore transportation market, aiming to replicate its success in Mongolian coal logistics [2][4] - The company has invested in building infrastructure such as the 萨卡公路 and 基多公路 to alleviate logistical bottlenecks in the southern mining belt of Africa [6][7] - The strategy includes forming partnerships with local governments and businesses to enhance infrastructure and economic development [5][6] Market Outlook and Financial Projections - The traditional coal business is expected to maintain a steady growth rate of 10% to 20% as demand recovers [8] - The copper ore transportation business is projected to become a significant profit source, potentially surpassing the coal business within two years due to its global demand [8] - The company anticipates a gradual release of performance elasticity in the second half of the year, with expectations to recover or exceed previous profit levels [9] Valuation and Investment Potential - 嘉友国际's current valuation is around 10 times PE, which is considered low compared to its growth potential [10] - The company is viewed as a valuable investment opportunity for those seeking long-term growth, especially in the context of "Chinese enterprises going global" [10]

Investment Rating - The investment rating for the company is "Buy" and is maintained [6]. Core Views - In H1 2025, the company's revenue was 4.08 billion yuan, a year-on-year decrease of 12.0%, and the net profit attributable to the parent company was 560 million yuan, down 26.1% [2][4]. - In Q2 2025, the company's revenue was 1.79 billion yuan, a year-on-year decrease of 32.4%, and the net profit attributable to the parent company was 300 million yuan, down 33.9% [2][4]. - The decline in revenue and profit was primarily due to weakened demand for Mongolian coal, with the average price of coking coal dropping approximately 40% in Q2 2025 [2][4]. - The company is seeing steady growth in its African logistics projects, particularly with the opening of the Kasai highway and the expected profit increase from new projects in Zambia [2][4]. - Since July, the rebound in coking coal prices driven by "anti-involution" in the coal market is expected to lead to a recovery in trade price differentials in Q3 [2][4]. Summary by Sections Financial Performance - For H1 2025, the company reported a revenue of 4.08 billion yuan, down 12.0% year-on-year, and a net profit of 560 million yuan, down 26.1% [2][4]. - In Q2 2025, the revenue was 1.79 billion yuan, a decrease of 32.4% year-on-year, with a net profit of 300 million yuan, down 33.9% [2][4]. - The company announced an interim dividend plan, distributing a cash dividend of 0.2 yuan per share (including tax), with a payout ratio of 48.8% [4]. Business Operations - The Mongolian coal business faced challenges, with both volume and price declining due to domestic demand issues, leading to a significant drop in revenue from this segment [2][4]. - The company has been expanding its overseas logistics network, establishing international transport fleets and specialized teams in Mongolia, Africa, and Central Asia, which has resulted in a rapid increase in cross-border logistics service revenue [2][4]. - The Kasai highway's traffic volume is steadily increasing, contributing to sustained profitability, with new projects in Zambia expected to enhance earnings in the second half of the year [2][4]. Future Outlook - The company anticipates that the Mongolian coal supply chain trade business will recover from its performance bottom, with a potential rebound in earnings in the second half of the year [2][4]. - The logistics network in Africa is taking shape, with ongoing projects expected to drive high growth, which the market may currently underestimate [2][4]. - Forecasts for net profit attributable to the parent company are 1.30 billion yuan, 1.54 billion yuan, and 1.79 billion yuan for 2025, 2026, and 2027, respectively, with corresponding P/E ratios of 12.9, 11.0, and 9.4 [2][4].

Capital Change - The company has changed its registered capital from RMB 977,149,042 to RMB 1,368,008,658 following a profit distribution and capital reserve conversion plan approved at the 2024 annual general meeting [1][2][15]. - The total share capital increased from 977,149,042 shares to 1,368,008,658 shares, with a cash dividend of RMB 0.4 per share and a capital reserve conversion of 0.4 shares per share [1][15]. Articles of Association Revision - The company has revised its Articles of Association, establishing a worker representative director and abolishing the supervisory board, with the audit committee of the board taking over the supervisory functions [3][30]. - Adjustments were made to terms such as "shareholders' meeting" and "more than half," without listing them individually [4]. Meeting Rules Revision - The company has revised the rules for shareholders' meetings and board meetings in accordance with relevant laws and regulations, with specific details available in the revised rules [5][30]. - The original rules for board meetings were not compared line by line due to significant differences in the revised content [5]. Board of Directors Election - The company is preparing for the election of the fourth board of directors, with candidates nominated and approved by the board, including independent directors [9][10]. - The fourth board will consist of seven directors, including three independent directors and one employee representative director [9][10]. Upcoming Shareholders' Meeting - A second extraordinary shareholders' meeting is scheduled for September 15, 2025, to vote on the proposed changes and revisions [33][35]. - The meeting will utilize both on-site and online voting methods, with specific voting times outlined [35][37].

Core Points - The company, Jiayou International Logistics Co., Ltd. (stock code: 603871), announced the convening of its 39th meeting of the third board of directors on August 29, 2025, to review proposals regarding changes in registered capital, amendments to the Articles of Association, and related procedural rules [1] Group 1: Change in Registered Capital - On May 22, 2025, the company’s 2024 annual general meeting approved a profit distribution and capital reserve transfer plan, distributing a cash dividend of 0.4 yuan per share (including tax), totaling 390,859,616.80 yuan (including tax) [2] - The company will also increase its share capital by 0.4 shares per share from capital reserves, resulting in a total increase of 390,859,616 shares [2] - Following this capital increase, the total share capital will rise from 977,149,042 shares to 1,368,008,658 shares, and the registered capital will change from 977,149,042 yuan to 1,368,008,658 yuan [2] Group 2: Amendments to Articles of Association - The company revised its Articles of Association in accordance with the Company Law and relevant regulations, establishing a worker representative director and abolishing the supervisory board, with the audit committee of the board taking over its functions [3] - The company also made adjustments to terms such as "shareholders' meeting" and "more than half" in the Articles of Association [3] - The changes in registered capital and amendments to the Articles of Association will be submitted for shareholder approval, and management will be authorized to handle the registration and filing of these changes [3] Group 3: Revision of Procedural Rules - The company revised the relevant provisions of the Rules of Shareholders' Meetings and the Rules of Board Meetings in accordance with the Company Law and corporate governance standards [4] - The specific content of the revisions to the Rules of Shareholders' Meetings is detailed in a comparison table, while significant differences in the original Rules of Board Meetings were not compared item by item [4]

Group 1 - The core point of the article is that Jiayou International (SH 603871) held its 39th board meeting on August 29, 2025, to discuss the proposal for the board's re-election [1] - For the fiscal year 2024, Jiayou International's revenue composition is as follows: transportation, warehousing, and postal services account for 99.33%, construction industry accounts for 0.64%, and other businesses account for 0.04% [1] - As of the report, Jiayou International has a market capitalization of 16.4 billion yuan [1] Group 2 - The article mentions that nearly 120 brands and 1,600 vehicles are competing in the Southwest region, indicating a significant event in the automotive industry [1] - The first A-level car exhibition in the second half of the year is expected to reshape the market landscape for new energy vehicles [1]

本次股东会采用的网络投票系统：上海证券交易所股东大会网络投票系 统 一、 召开会议的基本情况 证券代码：603871 证券简称：嘉友国际 公告编号：2025-041 嘉友国际物流股份有限公司 关于召开2025年第二次临时股东会的通知 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： 股东会召开日期：2025年9月15日 (一) 股东会类型和届次 2025年第二次临时股东会 (二) 股东会召集人：董事会 (三) 投票方式：本次股东会所采用的表决方式是现场投票和网络投票相结 合的方式 (四) 现场会议召开的日期、时间和地点 召开的日期时间：2025 年 9 月 15 日14 点 30 分 召开地点：北京市石景山区城通街 26 号院 2 号楼 24 层公司会议室 (五) 网络投票的系统、起止日期和投票时间 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：自2025 年 9 月 15 日 至2025 年 9 月 15 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 东会召开当日 ...

嘉友国际物流股份有限公司 证券代码：603871 证券简称：嘉友国际 公告编号：2025-039 根据《公司法》《上市公司章程指引》等规定，结合公司实际情况，公司将 不设监事会或者监事，废止《监事会议事规则》，由董事会审计委员会行使监事 会的职权。 本议案需提交股东会审议。 特此公告。 嘉友国际物流股份有限公司监事会 第三届监事会第二十七次会议决议公告 本公司监事会及全体监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。 一、监事会会议召开情况 嘉友国际物流股份有限公司（简称"公司"）第三届监事会第二十七次会议 于 2025 年 8 月 26 日以电子邮件、专人送出方式发出通知和资料，于 2025 年 8 月 29 日在公司会议室以现场结合通讯方式召开，应出席监事 3 人，实际出席监 事 3 人。会议由监事会主席王本利先生召集和主持，公司高级管理人员列席了会 议。本次会议的召开符合《公司法》和《公司章程》的有关规定。 二、监事会会议审议情况 1、关于不再设立监事会的议案 2025 年 8 月 30 日 1 ...