Introduction
1. Overview of the Law Firm and Signing Lawyers
Tian Da Law Firm, originally established under the Ministry of Justice in 1993, was renamed on June 14, 2001. The firm specializes in corporate securities law, financial law, foreign-related law, real estate law, and litigation law. The lawyers signing this report are Kang Jian and Li Shaobo. Kang Jian graduated from the National University of Defense Technology in 1984 and obtained dual bachelor's degrees from China University of Political Science and Law in 2000. He has provided legal services for various companies, including Qianjiang Pharmaceutical Co., Ltd. and China Textile Investment Co., Ltd. Li Shaobo graduated from Beijing Technology and Business University in 2001 and obtained a master's degree in law from Peking University in 2009. He has provided legal services for Beijing Bank Co., Ltd. The contact information for the signing lawyers is as follows: Address: 19th Floor, Landmark Tower 2, 8 North Dongsanhuan Road, Chaoyang District, Beijing 100004; Phone: 010-65906639; Fax: 010-65906650/51.
2. Main Work Process for Issuing Legal Opinions
The lawyers from our firm participated in the restructuring and IPO process of the issuer after signing a Special Legal Advisory Contract with the issuer. They conducted on-site inspections, communicated with the issuer and relevant intermediaries regarding legal issues, and assisted in addressing legal matters in the preparation of application documents. Since September 2009, the lawyers have conducted legal due diligence on the issuer, providing a detailed checklist for the issuer to verify the authenticity, legality, and completeness of documents related to its historical development, property rights, major debts, financial accounting materials, related transactions, and corporate governance structure. The total effective working hours spent by the lawyers on this IPO legal opinion and related services exceeded 3,500 hours.
3. Definitions
Unless otherwise specified in this report, the following terms have the meanings ascribed to them:
- "Issuer" or "Company" refers to Ciming Health Checkup Management Group Co., Ltd.
- "Ciming Limited" refers to Ciming Health Checkup Management Group Co., Ltd. (including its previous name, Beijing Ciming Health Checkup Management Co., Ltd.)
- "This IPO" refers to the issuer's application for the public issuance of RMB ordinary shares and listing on the Shenzhen Stock Exchange.
- "Regulations on Initial Public Offerings" refers to the "Regulations on the Administration of Initial Public Offerings and Listings."
1. Approval and Authorization for This IPO
1.1. On January 28, 2011, the issuer's board of directors held its sixth meeting, approving the proposal for the initial public offering and listing of Ciming Health Checkup Management Group Co., Ltd., the proposal for the investment projects funded by the raised capital, the proposal for the disposal of retained earnings prior to the issuance, the proposal for the draft articles of association applicable after listing, and the proposal to authorize the board of directors to handle matters related to the public issuance of shares and listing. The board decided to hold the first extraordinary general meeting of shareholders on February 24, 2011, to review the above proposals.
1.2. On February 24, 2011, the issuer held its first extraordinary general meeting of shareholders, which approved the proposals mentioned above. The main contents of the proposals related to this issuance are as follows: 1.2.1. Issuance Plan:
- Type of shares: RMB ordinary shares (A shares) listed domestically;
- Par value: RMB 1 per share;
- Number of shares to be issued: 40 million shares, accounting for 25% of the total share capital after issuance;
- Issuance price: determined within a price range based on preliminary inquiries, considering market conditions;
- Target investors: domestic natural persons and legal entities with accounts at the Shenzhen Stock Exchange (excluding those prohibited by national laws and regulations);
- Issuance method: a combination of offline inquiries and online subscription pricing;
- Listing location: Shenzhen Stock Exchange;
- Validity period of the resolution for this issuance: 12 months from the date of approval by the general meeting of shareholders.