LEGAL OPINION
I. Authorization and Approval for the Current Issuance and Listing
(I) Approvals and Authorizations Already Obtained
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On April 29, 2025, the Company held its 31st meeting of the Third Board of Directors, which deliberated and passed resolutions related to the current issuance, including the proposal on the company's eligibility for issuing convertible corporate bonds to unspecified targets, the proposal on the company's plan for issuing convertible corporate bonds to unspecified targets, the proposal on the company's draft plan for issuing convertible corporate bonds to unspecified targets, and the proposal to authorize the Board of Directors to handle all matters related to the current issuance of convertible corporate bonds to unspecified targets.
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On May 9, 2025, the Company held its 2024 Annual Shareholders' Meeting, which deliberated and passed resolutions related to the current issuance, including the proposal on the company's eligibility for issuing convertible corporate bonds to unspecified targets, the proposal on the company's plan for issuing convertible corporate bonds to unspecified targets, the proposal on the company's draft plan for issuing convertible corporate bonds to unspecified targets, and the proposal to authorize the Board of Directors to handle all matters related to the current issuance of convertible corporate bonds to unspecified targets.
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On April 15, 2026, the Company held its 7th meeting of the Fourth Board of Directors, which deliberated and passed the proposal to request the shareholders' meeting to extend the validity period of the authorization for the Board of Directors to handle all matters related to the current issuance of convertible corporate bonds to unspecified targets. On May 8, 2026, the Company held its 2025 Annual Shareholders' Meeting and deliberated and passed the aforementioned proposal.
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On May 22, 2026, the SZSE Listing Committee held its 26th deliberation meeting for 2026, which deliberated and passed the matter of the Company issuing convertible corporate bonds to unspecified targets.
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On June 23, 2026, the China Securities Regulatory Commission (CSRC) issued the "Approval on the Registration of Juchen Logistics Group Co., Ltd. for Issuing Convertible Corporate Bonds to Unspecified Targets" (Certificate No. [2026]1496), approving the Company's registration application for issuing convertible corporate bonds to unspecified targets. The approval is valid for 12 months from the date of approval.
(II) Approvals and Authorizations Still Required
The Company still needs to obtain consent from the SZSE for the listing and trading of its convertible bonds on the SZSE.
In summary, our firm is of the opinion that:
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The current issuance matter has been approved by the Company's Board of Directors and Shareholders' Meeting in accordance with the Articles of Association, has been reviewed and approved by the SZSE, and has obtained the CSRC's approval for registration.
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The Company's convertible bonds still require the consent of the SZSE for listing and trading on the SZSE.
II. The Company's Qualification for the Current Issuance and Listing
(I) The Company's Qualification for the Current Issuance and Listing
The Company is a joint-stock limited company listed on the main board of the SZSE, with the stock abbreviation "Juchen Shares" and stock code "001202".
On April 2, 2021, the CSRC issued the "Approval on the Public Offering of Shares by Guangdong Juchen Logistics Co., Ltd." (Certificate No. [2021]1117), approving the Company to publicly issue no more than 32,242,000 new shares. On April 29, 2021, the A-shares publicly issued by the Company were listed and circulated on the main board of the SZSE.
(II) The Company's Legal and Effective Existence
According to the "Business License" issued by the Foshan Administration for Market Regulation on July 22, 2026, and after our firm's verification of the National Enterprise Credit Information Publicity System, the Company's basic information is as follows: