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炬申股份: 向不特定对象发行可转换公司债券募集说明书(修订稿)

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].