Core Viewpoint - Jushen Logistics Group Co., Ltd. is planning to issue convertible bonds to raise a total of no more than 380 million yuan, with 266 million yuan allocated for the Guinea transshipment project and 114 million yuan for working capital and bank loan repayment [4][16]. Group 1: Project Details - The Guinea transshipment project involves the acquisition of barges, tugboats, and oil barges, which will be leased to SOCIETE JUSHEN GUINEE-SARLU for operations in Guinea, focusing on the transshipment of bauxite and other goods [4][16]. - The project is expected to generate an annual revenue of approximately 308.98 million yuan once fully operational, with a projected average gross profit margin of 39.13% [4][16]. - The company has not yet commenced transshipment operations and has faced losses in its Guinea land transportation services [4][16]. Group 2: Financial Implications - The total investment for the Guinea transshipment project is estimated at 349.01 million yuan, with 274.97 million yuan allocated for new fixed assets [11][16]. - The implementation of the project will increase the company's fixed asset scale, leading to additional depreciation expenses that may impact short-term profits [11][12]. - The projected depreciation from the new investments is expected to be manageable as the project begins to generate anticipated benefits [11][12]. Group 3: Regulatory and Compliance Aspects - The issuance of the convertible bonds is in compliance with relevant laws, including the Company Law and Securities Law, and is supported by a legal opinion from Beijing Jiayuan Law Firm [2][3]. - The company has conducted thorough feasibility studies and has prepared necessary approvals and documentation for the project [14][15]. - The company is required to obtain a navigation permit for the vessels, which is expected to be processed smoothly upon the arrival of the ships in Guinea [15][14]. Group 4: Market and Operational Risks - The project faces potential risks related to market demand, industry policies, and exchange rate fluctuations, which could affect the expected returns [17][18]. - The company has acknowledged the need for effective management of these risks to ensure the project's success and profitability [17][18]. - The operational environment in Guinea presents unique challenges, including political and economic differences compared to domestic operations [17][18].
炬申股份: 北京市嘉源律师事务所关于炬申物流集团股份有限公司向不特定对象发行可转换公司债券的补充法律意见书（一）