Jia Yuan Law Firm, Beijing
Legal Opinion on the Issuance of Convertible Corporate Bonds by Jushen Logistics Group Co., Ltd. to Unspecified Objects
4th Floor, Ocean Building, No. 158 Fuxingmennei Street, Xicheng District
Beijing, China
Jushen Co., Ltd. Jia Yuan · Legal Opinion
Definitions
Unless otherwise specified in this legal opinion, the specific meanings of the following terms are as follows:
1 Jushen Logistics Group Co., Ltd., formerly known as "Guangdong Jushen Logistics Co., Ltd."
2 Jushen Limited refers to the predecessor of the Company, Guangdong Jushen Logistics Co., Ltd.
3 This issuance, this convertible bond refers to the act of the issuer proposing to issue convertible corporate bonds totaling no more than 380 million yuan (including 380 million yuan) that can be converted into the company's stock.
4 Convertible bonds refer to convertible corporate bonds that can be converted into the company's stock.
| 5 | China Securities Regulatory Commission | refers to | China Securities Regulatory Commission | ||
|---|---|---|---|---|---|
| 6 | Shenzhen Stock Exchange | refers to | Shenzhen Stock Exchange | DRAFT | |
| 7 | Foshan Market Supervision Administration | refers to | Foshan Market Supervision Administration | ||
| As of the date of this lawyer's work report | Issued, China has officially announced and implemented laws, regulations, rules, and normative legal documents that have not been repealed. | ||||
| 8 Chinese laws and regulations refer to laws, regulations, rules, and normative legal documents. | |||||
| 9 Company Law refers to the Company Law of the People's Republic of China. | |||||
| 10 Securities Law refers to the Securities Law of the People's Republic of China. | |||||
| 11 Registration Management Measures refer to the Measures for the Administration of the Registration of Securities Issuance by Listed Companies. | |||||
| 12 Convertible Bond Management Measures refer to the Measures for the Administration of Convertible Corporate Bonds. | |||||
| 13 Applicable Opinions No. 18 refers to the applicable opinions regarding Articles 9, 10, 11, 13, 40, 57, and 60 of the Registration Management Measures for the Issuance of Securities by Listed Companies—Securities and Futures Legal Applicable Opinions No. 18. | |||||
| 14 Review Focus Points refer to the Shenzhen Stock Exchange's Guidelines for the Review of Stock Issuance and Listing No. 4—Focus Points for the Review of Securities Issued by Listed Companies to Unspecified Objects. | |||||
| 15 Listing Rules refer to the Shenzhen Stock Exchange's Listing Rules (Revised in 2025). | |||||
| 16 Company Articles refer to the Articles of Association of Jushen Logistics Group Co., Ltd. | |||||
| 17 Offering Circular refers to the Offering Circular for the Issuance of Convertible Corporate Bonds by Jushen Logistics Group Co., Ltd. to Unspecified Objects. | |||||
| 18 Jushen Warehousing refers to Guangdong Jushen Warehousing Co., Ltd., a wholly-owned subsidiary of the issuer in China. | |||||
| 19 Shihezi Jushen refers to Shihezi Jushen Supply Chain Service Co., Ltd., a wholly-owned subsidiary of the issuer in China. | |||||
| 20 Wuxi Jushen refers to Wuxi Jushen Warehousing Co., Ltd., a wholly-owned subsidiary of the issuer in China. | |||||
| 21 Xinjiang Jushen refers to Xinjiang Jushen Land Port Intermodal Co., Ltd., a wholly-owned subsidiary of the issuer in China. | |||||
| 22 Sanshui Jushen refers to Foshan Sanshui Jushen Warehousing Co., Ltd., a wholly-owned subsidiary of the issuer in China. | |||||
| 23 Qinzhou Jushen refers to Qinzhou Jushen International Logistics Co., Ltd., a wholly-owned subsidiary of the issuer in China. | |||||
| 24 Jushen Zhiyun refers to Guangxi Jushen Zhiyun Information Technology Co., Ltd., a wholly-owned subsidiary of the issuer in China. | |||||
| 25 Guangzhou Jushen refers to Guangzhou Jushen Logistics Co., Ltd., which was previously a wholly-owned subsidiary of the issuer in China and has been deregistered. | |||||
| 26 Jingxi Jushen refers to Jingxi Jushen Supply Chain Management Service Co., Ltd., a wholly-owned subsidiary of the issuer in China. | |||||
| 27 Jiangxi Jushen refers to Jiangxi Jushen Warehousing Co., Ltd., a wholly-owned subsidiary of the issuer in China. | |||||
| 28 Gongyi Jushen refers to Gongyi Jushen Supply Chain Service Co., Ltd., a wholly-owned subsidiary of the issuer in China. | |||||
| 29 Hainan Jushen refers to Hainan Jushen Information Technology Co., Ltd., a wholly-owned subsidiary of the issuer in China. | |||||
| 30 Ningbo Jushen refers to Ningbo Jushen Supply Chain Service Co., Ltd., a wholly-owned subsidiary of the issuer in China. | |||||
| 31 Tianjin Jushen refers to Tianjin Jushen Zhiyun Information Technology Co., Ltd., a wholly-owned subsidiary of the issuer in China. | |||||
| 32 Urumqi Jushen refers to Urumqi Jushen Supply Chain Service Co., Ltd., which was previously a wholly-owned subsidiary of the issuer in China and has been deregistered. | |||||
| 33 Hong Kong Jushen refers to Hong Kong Jushen Logistics Co., Ltd., a wholly-owned subsidiary of the issuer outside China. | |||||
| 34 Hong Kong Jufeng refers to Hong Kong Jufeng Shipping Co., Ltd., a wholly-owned subsidiary of the issuer outside China. | |||||
| 35 Hong Kong Jutai refers to Hong Kong Jutai Shipping Co., Ltd., a wholly-owned subsidiary of the issuer outside China. | |||||
| 36 Hong Kong Shenhao refers to Hong Kong Shenhao Shipping Co., Ltd., a wholly-owned subsidiary of the issuer outside China. | |||||
| 37 Hong Kong Shenrui refers to Hong Kong Shenrui Shipping Co., Ltd., a wholly-owned subsidiary of the issuer outside China. | |||||
| 38 Qinhan Shipping refers to SINGAPORE QINHAN SHIPPING PTE. LIMITED, a wholly-owned subsidiary of the issuer outside China. | |||||
| 39 Jiayue International refers to JIAYUE INTERNATIONAL LOGISTICS PTE. LIMITED, a controlling subsidiary of the issuer outside China. | |||||
| 40 Jushen Malaysia refers to JUSHEN LOGISTICS (MALAYSIA) SDN. BHD., a wholly-owned subsidiary of the issuer outside China. | |||||
| 41 Jiayi International refers to JIA YI INTERNATIONAL LOGISTICS PTE. LIMITED, a controlling subsidiary of the issuer outside China. | |||||
| 42 Jiayi Guinea refers to JIA YI INTERNATIONAL LOGISTICS GUINEE-SARL, a controlling subsidiary of the issuer outside China. | |||||
| 43 Guinea Jushen refers to SOCIETE JUSHEN GUINEE-SARLU, a wholly-owned subsidiary of the issuer outside China. | |||||
| 44 Jushen Warehousing Gongyi Branch refers to the Gongyi branch of Guangdong Jushen Warehousing Co., Ltd., a branch of the issuer's wholly-owned subsidiary. |