Table of Contents
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About the Business with Fusheng Logistics
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About Fundraising Projects
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Copies of Qualification Certificates
Explanation of Financial Matters in the Second Round Review Inquiry Letter for the Application of Jushen Logistics Group Co., Ltd. to Issue Convertible Bonds to Unspecified Objects
Shenzhen Stock Exchange:
We acknowledge the receipt of the "Second Round Review Inquiry Letter Regarding Jushen Logistics Group Co., Ltd.'s Application to Issue Convertible Bonds to Unspecified Objects" (Inquiry Letter [2025] No. 120049), forwarded by Guolian Minsheng Securities Co., Ltd. We have conducted a careful review of the financial matters requiring clarification in the inquiry letter and report as follows.
1. About the Business with Fusheng Logistics
According to the first round of inquiry responses, Fusheng Logistics was established in June 2024 with a registered capital of 2 million yuan and a paid-in capital of 500,000 yuan. Its main business is road freight transportation, and it is one of the top five customers of the issuer before 2024, generating revenue of 44.9433 million yuan with a gross profit margin of 0.02%, accounting for approximately 86% of Fusheng Logistics' revenue. In the first half of 2025, the issuer proactively reduced the scale of cooperation with Fusheng Logistics. After obtaining orders from end customers like Tianshan Aluminum, Fusheng Logistics outsourced part of its business to the issuer, which has been providing services to Tianshan Aluminum since 2012. The issuer stated that the core focus of transportation services is on operational indicators such as carrying capacity, transportation prices, payment terms, and timeliness, while the review requirements regarding its establishment time and registered capital are relatively low. Fusheng Logistics' core capability lies in overall logistics planning and resource negotiation, and it does not hold significant heavy asset capacity. Its business team has been operating in the logistics industry in Guangxi for over ten years, with good payment collection. After interviews and verification by intermediaries, it was confirmed that Fusheng Logistics has no related party relationships with the issuer, its controlling shareholders, actual controllers, directors, or executives.
The issuer is requested to provide additional explanations on the following:
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The actual business operations and business model of Fusheng Logistics, whether they conform to industry practices, the reasons and rationality for its team having over ten years of experience in the Guangxi logistics industry despite its short establishment time, and the reasons and rationality for its lack of significant carrying capacity while becoming a transportation service provider for Tianshan Aluminum, as well as whether this conforms to Tianshan Aluminum's standards for selecting transportation service providers. The reasons and rationality for the issuer not directly obtaining business from its long-term cooperative client Tianshan Aluminum but indirectly through Fusheng Logistics, and whether Fusheng Logistics and its actual controllers have any related party relationships with Tianshan Aluminum and the issuer, its controlling shareholders, actual controllers, directors, or executives.
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Whether Fusheng Logistics' funds, assets, and personnel scale match its revenue scale and payment collection capability; the specific cooperation model and settlement method between Fusheng Logistics and the issuer based on specific contract agreements, the reasons and rationality for the gross profit margin being only 0.02%, whether Fusheng Logistics actually provides services and bears corresponding risks, the reasons and rationality for reducing cooperation scale after one year, whether the related business is only a one-time operation, whether the cooperation has commercial substance and rationality, and whether there are any fund occupation or other interest arrangements; whether the issuer's related business operations are legal and compliant, and whether there is any commercial bribery.