北京市朝阳区建外大街丁 12 号英皇集团中心 8、9、11 层 8/9/11/F, Emperor Group Centre, No.12D, Jianwai Avenue, Chaoyang District, Beijing, 100022, P.R.China 电话/Tel.: 010-50867666 传真/Fax: 010-56916450 网址/Website: www.kangdalawyers.com 北京 西安 深圳 海口 上海 广州 杭州 沈阳 南京 天津 菏泽 成都 苏州 呼和浩特 香港 武汉 郑州 长沙 厦门 重庆 合肥 宁波 济南 昆明 南昌 北京市康达律师事务所 关于嘉友国际物流股份有限公司 2025 年第二次临时股东会的 法律意见书 康达股会字[2025]第 0406 号 致：嘉友国际物流股份有限公司 北京市康达律师事务所（以下简称"本所"）接受嘉友国际物流股份有限公司（以 下简称"公司"）的委托，就公司 2025 年第二次临时股东会（以下简称"本次会议"） 的相关事宜出具《北京市康达律师事务所关于嘉友国际物流股份有限公司 2025 年第 二次临时股东会的法律意见书》（以下简称" ...

一、 会议召开和出席情况 (一) 股东会召开的时间：2025 年 09 月 15 日 证券代码：603871 证券简称：嘉友国际 公告编号：2025-042 嘉友国际物流股份有限公司 2025年第二次临时股东会决议公告 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 (二) 股东会召开的地点：北京市石景山区城通街 26 号院 2 号楼 24 层公司 会议室 (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 | 280 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 661,501,049 | | 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 | 48.3550 | | 份总数的比例（%） | | (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。 本次会议由公司董事会召集，董事长韩景华先生主持，采用现场投票和网络 投票相结合的表决方式，符合《公司法》及《公 ...

证券代码：603871 证券简称：嘉友国际 公告编号：2025-044 嘉友国际物流股份有限公司 第四届董事会第一次会议决议公告 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。 一、董事会会议召开情况 二、董事会会议审议情况 1、关于选举第四届董事会董事长的议案 表决情况：同意 7 票，反对 0 票，弃权 0 票。 表决结果：通过。 选举韩景华为公司第四届董事会董事长，任期与第四届董事会任期一致。 嘉友国际物流股份有限公司（简称"公司"）第四届董事会第一次会议于 2025 年 9 月 15 日以专人送出方式发出通知和资料，同日在公司会议室以现场结合通 讯方式紧急召开，应出席董事 7 人，实际出席董事 7 人。经全体董事共同推举， 会议由董事韩景华主持，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。 2、关于选举第四届董事会专门委员会成员的议案 表决情况：同意 7 票，反对 0 票，弃权 0 票。 表决结果：通过。 第四届董事会下设战略委员会、审计委员会、提名委员会、薪酬与考核委员 会四个专 ...

Group 1 - The company's board approved a stock consolidation at a ratio of 50 to 1 for its common shares [1]

Summary of Key Points from the Conference Call Industry Overview - **Coal Policy Tightening**: The coal policy has become stricter, with definitions of overproduction being more rigorous. The focus has shifted from groups to individual mines, and provinces are conducting self-inspections. Shanxi and Shaanxi have implemented policies to stabilize coal prices and limit production, while some coal mines in Xinjiang and Inner Mongolia have been temporarily shut down due to safety issues [2][3] - **Controlled Supply**: Following significant events, major coal-producing regions continue to issue safety production documents and notifications to stabilize coal prices, indicating that supply will remain controlled in the future [2][3] - **Stable Coking Coal Demand**: Despite traditionally being a low-demand season, coking coal demand remains stable due to high iron and steel production and good profits for downstream steel mills [2][5] Company Performance - **Pressure on Profits**: In the first half of 2025, the company faced profit pressure due to weak coking coal demand, with Mongolian coal trade profits at only 50 RMB per ton in Q2. However, trade margins are expected to expand in the second half of the year [4][10] - **Growth in African Business**: The company's African operations are growing, with daily transport volume reaching 800 trucks. New projects in Zambia and others are underway, and the acquisition of the BHL fleet is optimizing logistics, which is expected to drive valuation increases [4][12] Price Trends and Market Dynamics - **Coking Coal Price Recovery**: After a significant drop to around 700 RMB per ton in Q2, coking coal prices have rebounded to 1,000-1,100 RMB per ton since July due to supply control measures and low inventory levels [2][5] - **Future Price Outlook**: The future price of coking coal will depend on supply-demand dynamics. If demand improves due to stimulus policies, prices may continue to rise; otherwise, volatility is expected [5][6] Trade and Profitability - **Mongolian Coal Traders' Profit Outlook**: In Q3, profits for Mongolian coal traders improved significantly compared to Q2, with long-term contract prices at 53 USD. However, there may be a slight decline in profits as exporters may restrict supply to increase exports in Q4 [6][9] - **Long-term Contract and E-Auction Trends**: The company aims to increase the proportion of electronic auctions from 50% to 60%-70% in the future, depending on downstream demand [7][8] Long-term Projections - **Mongolian Coal Import Forecast**: In 2024, Mongolian coal imports to China are expected to be around 83 million tons. The total import volume for 2025 may see a slight decline or remain stable, with potential growth if coal prices stabilize or improve [9] Strategic Shifts - **Core Asset Logic Transition**: As the African business grows, the company's core asset logic is shifting from high-profit contributions from Mongolia to high-growth potential in Africa, which is expected to enhance overall valuation [13]

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].