Draft Jushen Co., Supplementary Legal Opinion (Part 1)
Beijing Jiayuan Law Firm on Jushen Logistics Group Co., Ltd.'s Issuance of Convertible Bonds to Unspecified Objects (Part 1)
158 Fuxingmennei Street, Xicheng District, 4th Floor, Yuanyang Building, Beijing, China
Table of Contents
- Response to Review Inquiry Letter
- Inquiry Question 3
- Inquiry Question 4
- Update on Legal Opinion
- Authorization and Approval of This Issuance
- Issuer's Qualification for This Issuance
- Substantive Conditions for This Issuance
- Independence of the Issuer
- Controlling Shareholders, Actual Controllers, and Major Shareholders of the Issuer
- Establishment, Capital, and Evolution of the Issuer
- Business of the Issuer
- Related Transactions and Industry Competition
- Major Assets of the Issuer
- Significant Debts of the Issuer
- Major Asset Changes and Mergers during the Reporting Period
- Formulation and Modification of the Issuer's Articles of Association
- Meetings and Standard Operations of the Issuer's Shareholders, Board of Directors, and Supervisory Board
- Changes in Directors, Supervisors, and Senior Management of the Issuer
- Taxation of the Issuer
- Environmental Protection, Safety Production, and Product Quality of the Issuer
- Use of Raised Funds by the Issuer
- Litigation, Arbitration, or Administrative Penalties
- Other Issues Requiring Explanation by Lawyers
- Conclusion
Beijing, Shanghai, Shenzhen, Hong Kong, Guangzhou, Xi'an
To: Jushen Logistics Group Co., Ltd.
Beijing Jiayuan Law Firm on Jushen Logistics Group Co., Ltd.'s Issuance of Convertible Bonds to Unspecified Objects (Part 1)
Jia Yuan (2025)-01-433
Dear Sir/Madam:
According to the Special Legal Advisory Agreement signed between the issuer and our firm, we serve as the special legal advisor for this issuance and are authorized to issue a lawyer's working report and legal opinion for this issuance. We have issued the original lawyer's working report and legal opinion numbered Jia Yuan (2025)-01-357 and Jia Yuan (2025)-01-356, respectively.
In accordance with the Shenzhen Stock Exchange's Listing Review Center's inquiry letter dated August 15, 2025, regarding Jushen Logistics Group Co., Ltd.'s application to issue convertible bonds to unspecified objects (Inquiry Letter [2025] No. 120029), our firm has conducted a review of the relevant matters in the inquiry letter. Given that the benchmark date for the issuer's issuance of convertible bonds has been adjusted to June 30, 2025, our lawyers have supplemented the review and verification of the relevant legal facts that have changed from April 1, 2025, to June 30, 2025 (hereinafter referred to as the "Supplementary Matters Period") or up to the date of this supplementary legal opinion. We have issued this supplementary legal opinion (hereinafter referred to as "this Supplementary Legal Opinion").
This Supplementary Legal Opinion is issued in accordance with the provisions of the Company Law, Securities Law, Registration Management Measures, Convertible Bond Management Measures, and the Rules for the Compilation and Reporting of Information Disclosure for Public Issuance of Securities No. 12—Legal Opinions and Lawyer's Working Reports, as well as other normative documents of the China Securities Regulatory Commission, and is prepared in accordance with the recognized business standards, ethical norms, and diligence spirit of the legal profession. This Supplementary Legal Opinion is only for the purpose of the company's issuance and shall not be used for any other purpose. Our firm agrees to submit this Supplementary Legal Opinion as a necessary legal document for the company's issuance, along with other application materials for this issuance, and shall bear legal responsibility for the opinions issued. The statements made by our lawyers in the original lawyer's working report and legal opinion also apply to this Supplementary Legal Opinion. Unless otherwise specified, the meanings of terms in this Supplementary Legal Opinion are consistent with those in the original lawyer's working report and legal opinion.