每经AI快讯，9月14日，炬申股份（001202）(001202.SZ)发布异动公告，2025年8月6日，公司披露了 《关于回购股份集中竞价减持的公告》，公司拟以集中竞价方式减持已回购股份不超过166.69万股(即 不超过公司总股本的1%)，减持期间为自本减持计划公告之日起15个交易日之后三个月内；公司股票异 常波动期间，公司存在减持回购账户股票的情形，该减持与此前披露的减持计划一致。 ...

Core Viewpoint - Jushen Logistics Group Co., Ltd. plans to issue convertible bonds to unspecified objects, with the underwriting and sponsorship provided by Guolian Minsheng Securities [1][2]. Group 1: Company Overview - Jushen Logistics Group was established on November 10, 2011, and is listed on the Shenzhen Stock Exchange under the stock code 001202 since April 29, 2021 [1][2]. - The company has a registered capital of 166.69 million yuan and is headquartered in Foshan, Guangdong Province [1][2]. Group 2: Main Business Operations - The company operates primarily in the modern logistics industry, focusing on bulk commodity logistics and warehousing [2][3]. - Jushen Logistics offers multimodal transport services, integrating road, rail, and waterway resources to provide efficient logistics solutions [2][3]. - The company has developed a network freight platform to enhance transportation efficiency and reduce costs for clients [3]. - Jushen Logistics also provides self-operated transportation services, leveraging its industry experience to expand operations in Guinea, a major source of bauxite for China [3][4]. Group 3: Financial Data and Indicators - As of June 30, 2025, the total assets of the company amounted to 1.641 billion yuan, with total liabilities of 839.96 million yuan and owner's equity of 801.06 million yuan [6]. - The company's revenue for the first half of 2025 was 661.80 million yuan, with a net profit of 62.19 million yuan [7]. - The company reported a decrease in net profit by 8.83% in the first half of 2025 compared to the previous year, attributed to losses from its Guinea operations [7][8]. Group 4: Future Projects and Expectations - The funds raised from the convertible bond issuance will be used for the Jushen Guinea transshipment project, working capital, and repaying bank loans [10][11]. - The Guinea transshipment project is expected to generate an average annual revenue of 308.98 million yuan and a net profit of 93.88 million yuan once fully operational [10][11]. - The project has already secured contracts with major companies, covering 45.37% of the projected business volume for the first year [10][11].

Group 1 - The core point of the news is that Jushen Logistics Group Co., Ltd. is issuing convertible bonds to unspecified objects, with Guolian Minsheng Securities as the lead underwriter [1][2][3] - The underwriting team includes representatives Liu Yuting and Huang Ying, both with a strong track record in various projects [2] - The company was established on November 10, 2011, and is listed on the Shenzhen Stock Exchange under the stock code 001202 [3][5] Group 2 - As of June 30, 2025, Jushen Logistics has a registered capital of 166.69 million RMB and a total share capital of 166,691,110 shares [5][9] - The major shareholders include Wuhu Yuanyou Private Fund Management Co., Ltd. and others, holding a combined 73.34% of the shares [5][6] - The controlling shareholder and actual controller is Lei Qi, who holds 39.89% of the total shares [5][6] Group 3 - The company operates primarily in the modern logistics industry, focusing on bulk commodity logistics and warehousing [6][7] - Jushen Logistics provides multi-modal transport services, integrating various transportation resources to meet customer needs efficiently [6][8] - The warehousing services cover a wide range of bulk commodities, including aluminum, copper, and industrial silicon, among others [7][8] Group 4 - The financial data for the company shows a total revenue of 66.18 million RMB for the first half of 2025, with a net profit of 4.08 million RMB [9][12] - The company’s total assets as of June 30, 2025, amount to 164.10 million RMB, with total liabilities of 83.99 million RMB [10][11] - Key financial ratios include a current ratio of 1.27 and a debt-to-asset ratio of 51.19% [14]

Core Viewpoint - Jushen Logistics Group Co., Ltd. is planning to issue convertible bonds to raise a total of no more than 380 million yuan, with 266 million yuan allocated for the Guinea transshipment project and 114 million yuan for working capital and bank loan repayment [4][16]. Group 1: Project Details - The Guinea transshipment project involves the acquisition of barges, tugboats, and oil barges, which will be leased to SOCIETE JUSHEN GUINEE-SARLU for operations in Guinea, focusing on the transshipment of bauxite and other goods [4][16]. - The project is expected to generate an annual revenue of approximately 308.98 million yuan once fully operational, with a projected average gross profit margin of 39.13% [4][16]. - The company has not yet commenced transshipment operations and has faced losses in its Guinea land transportation services [4][16]. Group 2: Financial Implications - The total investment for the Guinea transshipment project is estimated at 349.01 million yuan, with 274.97 million yuan allocated for new fixed assets [11][16]. - The implementation of the project will increase the company's fixed asset scale, leading to additional depreciation expenses that may impact short-term profits [11][12]. - The projected depreciation from the new investments is expected to be manageable as the project begins to generate anticipated benefits [11][12]. Group 3: Regulatory and Compliance Aspects - The issuance of the convertible bonds is in compliance with relevant laws, including the Company Law and Securities Law, and is supported by a legal opinion from Beijing Jiayuan Law Firm [2][3]. - The company has conducted thorough feasibility studies and has prepared necessary approvals and documentation for the project [14][15]. - The company is required to obtain a navigation permit for the vessels, which is expected to be processed smoothly upon the arrival of the ships in Guinea [15][14]. Group 4: Market and Operational Risks - The project faces potential risks related to market demand, industry policies, and exchange rate fluctuations, which could affect the expected returns [17][18]. - The company has acknowledged the need for effective management of these risks to ensure the project's success and profitability [17][18]. - The operational environment in Guinea presents unique challenges, including political and economic differences compared to domestic operations [17][18].

Summary of Key Points Core Viewpoint The company is undergoing a review process regarding its application for issuing convertible bonds, highlighting discrepancies between revenue growth and profit decline, as well as the status of previous fundraising projects and their expected benefits. Group 1: Revenue and Profit Analysis - In Q1 2025, the company's net profit and cash flow from operating activities turned negative, with net profit at -3.01 million and cash flow at -36.73 million, despite a revenue increase of 22.74% to 259.60 million [1][2] - The transportation business generated revenues of 970.05 million, 808.29 million, 755.12 million, and 192.72 million over the reporting periods, while warehousing revenues were 107.38 million, 98.57 million, 102.45 million, and 105.82 million [1][2] - The company's asset-liability ratio stood at 49.63% at the end of the reporting period [1] Group 2: Previous Fundraising Projects - Previous fundraising of 433 million was adjusted, with 25.98% of the funds repurposed, and some projects not reaching expected benefits, such as the Yushen East Land Port and Qinzhou Port Logistics Park projects [4][5] - The Yushen East Land Port project achieved operational status in June 2023 but did not meet expected returns, with total investments of 146 million and 573.33 million for the Qinzhou project, yielding only 397,100 and 707,810 in returns respectively [4][5] - The company has made adjustments to project funding based on cost management and project optimization, which were deemed reasonable and followed proper disclosure procedures [6][7] Group 3: Current Fundraising Plans - The company plans to raise up to 380 million, with 266 million allocated for the Guinea transshipment project and 114 million for working capital and debt repayment [20][21] - The Guinea project involves the procurement of vessels for transporting bauxite and is expected to generate annual revenues of 308.98 million, with a gross margin of 39.13% [20][21] - The company has not yet commenced transshipment operations and has faced losses in its Guinea land transport services, raising concerns about the project's viability [20][21]

Core Viewpoint - Jushen Logistics Group Co., Ltd plans to issue convertible bonds to raise up to RMB 380 million to support its business operations and investment projects, with a focus on its Guinea operations and logistics expansion [1][2][3]. Summary by Sections Convertible Bond Issuance - The company is issuing convertible bonds to unspecified investors, with a total fundraising amount not exceeding RMB 38 million [1]. - The bonds will have a credit rating of AA- and will not be secured by any collateral [1][2]. Financial Performance and Profit Distribution - The company has a profit distribution policy prioritizing cash dividends, with a commitment to maintain stability and continuity in profit distribution [1][3]. - In 2022, the company distributed a cash dividend of RMB 1.55 per 10 shares, totaling RMB 19.96 million [5]. - In 2023, the cash dividend increased to RMB 3 per 10 shares, totaling RMB 37.89 million [6]. Recent Financial Data - The company reported a net profit of RMB 108.48 million, with a year-on-year growth of 3.18% [8]. - However, the Guinea operations reported a loss of RMB 8.78 million in the first half of 2025, contributing to an overall decline in net profit by 8.83% compared to the previous year [8]. Investment Projects - The funds raised will be used for the Guinea transshipment project, working capital, and repaying bank loans [10]. - The Guinea project is expected to generate an annual revenue of RMB 308.98 million and a net profit of RMB 93.88 million once fully operational [10]. Risks and Challenges - The company faces risks related to its Guinea operations, including high fixed costs and potential market competition [9][11]. - There are concerns regarding the ability to achieve projected revenues and profits from the Guinea project due to external factors such as political and economic conditions [12][13]. Governance and Compliance - The company has established a governance structure to ensure compliance with laws and regulations, including a commitment to protect shareholder interests, particularly for minority shareholders [18][19].

Core Viewpoint - Jushen Logistics Group Co., Ltd. is responding to an inquiry regarding its application to issue convertible bonds, highlighting recent financial performance and operational challenges, particularly in its transportation and warehousing segments [1][2]. Financial Performance - In Q1 2025, the company reported a net profit of -3.01 million yuan and a negative cash flow from operating activities of -36.73 million yuan, contrasting with a revenue of 259.60 million yuan, which represents a year-on-year growth of 22.74% [2][4]. - The company's transportation revenue for the reporting period was 970.05 million yuan, while warehousing revenue was 107.38 million yuan, indicating a significant reliance on transportation services [2][4]. Operational Challenges - The decline in net profit despite revenue growth is attributed to a decrease in gross margin by 4.84 percentage points, primarily due to losses in the Guinea land transportation business, which reported a gross margin of -135.71% [4][5]. - Management expenses increased by 74.39% year-on-year, largely due to the expansion of the management team for the Guinea operations, while financial expenses surged by 160.67% due to increased borrowing and foreign exchange losses [4][5]. Client Relationships - The company has deepened its collaboration with Tianshan Aluminum Group, becoming its exclusive service provider for certain logistics services starting in 2024, which positions Tianshan as the company's largest client [2][4]. - The emergence of Guangxi Fusheng Logistics as a top client shortly after its establishment raises questions about the sustainability and rationale behind this relationship, given its low registered capital [2][4]. Cash Flow and Debt Management - The company anticipates sufficient cash flow to cover the principal and interest of the proposed convertible bonds, with a projected operating cash flow of 46.38 million yuan for the first half of 2025 [5][10]. - The issuance of convertible bonds is seen as a strategic move to mitigate debt repayment pressure, with a relatively low interest rate compared to traditional debt instruments [10][12]. Business Model and Market Position - The company operates in the non-ferrous metal logistics sector, focusing on integrated logistics services, including transportation and warehousing, which are interlinked but can also operate independently [11][12]. - The company has established a strong market presence in key regions, with over 900,000 square meters of warehouse space, enhancing its competitive edge in the logistics market [14][15].

Group 1 - The company, Yushen Logistics Group Co., Ltd., has received an inquiry letter from the Shenzhen Stock Exchange regarding its application to issue convertible bonds to unspecified objects [1][2] - The company, along with relevant intermediaries, is conducting thorough research and responses to the questions raised in the inquiry letter [2] - The issuance of convertible bonds is subject to approval from the Shenzhen Stock Exchange and registration consent from the China Securities Regulatory Commission, with the timeline and outcome being uncertain [2] Group 2 - The company has updated its financial data and other changes in the application documents as required by the inquiry letter [2] - The company will disclose the updated application documents and the response report through the Shenzhen Stock Exchange's issuance review system [2] - The company emphasizes the importance of timely information disclosure in accordance with relevant laws and regulations as the matter progresses [2]

Core Viewpoint - Yushen Co., Ltd. has responded to the Shenzhen Stock Exchange's inquiry regarding its financial status, business operations, and fundraising projects, providing detailed insights into its performance and future plans [1][5]. Financial Performance and Business Operations - In Q1 2025, Yushen Co., Ltd. reported a revenue of 259.60 million yuan, a year-on-year increase of 22.74%, while the net profit attributable to shareholders was 7.84 million yuan, a decline of 46.93%. This decline was primarily due to losses in the Guinea land transportation business, which had a gross margin of -135.71% due to poor local traffic conditions and insufficient capacity [2]. - By H1 2025, the company saw an increase in revenue to 661.80 million yuan, a 49.12% year-on-year growth, with net profit rising to 40.81 million yuan, an increase of 3.18% compared to the previous year. The transportation business revenue decreased, while the warehousing business revenue increased [2]. - The company is addressing the declining gross margin in the transportation business through quality optimization and procurement platform adjustments. The provision for bad debts and the aging structure of accounts receivable are comparable to industry peers, indicating that debtors have the capacity to fulfill their obligations [2]. Previous Fundraising Project Analysis - In 2021, the company raised 433 million yuan, with 25.98% of the projects undergoing changes in use. Some projects, such as the Yushen Zhudong Land Port and Qinzhou Port Logistics Park, reached operational status but did not meet expected returns due to cost control and strategic adjustments [3]. - The company has implemented measures to enhance customer cooperation and optimize operational efficiency for projects that did not achieve expected benefits [3]. Current Fundraising Project Interpretation - The company plans to raise up to 380 million yuan, with 266 million yuan allocated for the Yushen Guinea transshipment project and 114 million yuan for working capital and bank loan repayment. The transshipment project is an extension of the company's transportation business and aligns with its core operations [4]. - Despite initial losses in the Guinea land transportation service, the company has taken proactive measures to improve the situation, including appointing management personnel and establishing internal control systems [4]. - The company has signed contracts with suppliers for vessel purchases, reducing uncertainty. Although new fixed asset depreciation will impact financial data, the expected benefits from the project are anticipated to offset this [4]. - A professional transshipment team has been formed, and third-party vessel management companies will be engaged for operations and maintenance. The company has secured cooperation agreements with clients, covering 45.37% of overall transshipment capacity, indicating strong market demand and potential for capacity absorption [4].

证券代码：001202 证券简称：炬申股份 炬申物流集团股份有限公司 Jushen Logistics Group Co.,Ltd （广东省佛山市南海区丹灶镇丹灶物流中心金泰路 8 号） 向不特定对象发行可转换公司债券的 （中国（上海）自由贸易试验区浦明路 8 号） 二零二五年九月 7-1-1 深圳证券交易所： 根据贵所于 2025 年 8 月 15 日出具的《关于炬申物流集团股份有限公司申请 向不特定对象发行可转换公司债券的审核问询函》（审核函〔2025〕120029 号）， 炬申物流集团股份有限公司（以下简称"炬申股份"、"公司"、"上市公司"、 "发行人"）与保荐人国联民生证券承销保荐有限公司（以下简称"保荐人"）、 北京市嘉源律师事务所（以下简称"发行人律师"）、天健会计师事务所（特殊 普通合伙）（以下简称"会计师"）对问询函所涉及的问题认真进行了逐项核查 和落实，同时按照审核问询函的要求对《炬申物流集团股份有限公司向不特定对 象发行可转换公司债券募集说明书》（以下简称"募集说明书"）等申报文件进 行了修订和补充，现回复如下，请予审核。 如无特别说明，本回复报告中的简称与《炬申物流集团股份有限公司向不 ...