Supplementary Legal Opinion on the Initial Public Offering and Listing of Ciming Health Checkup Management Group Co., Ltd. (I)
To: Ciming Health Checkup Management Group Co., Ltd.
Tian Da Law Firm (hereinafter referred to as "this firm") has been entrusted by Ciming Health Checkup Management Group Co., Ltd. (hereinafter referred to as "the company" or "the issuer") to act as the special legal advisor for the company's initial public offering of RMB ordinary shares and listing. This firm issued a "Legal Opinion" and "Lawyer's Work Report" for the issuer's issuance and listing on March 28, 2011. In accordance with the requirements of the China Securities Regulatory Commission (hereinafter referred to as "CSRC") Administrative License Project Review Feedback Notice No. 110632 (hereinafter referred to as "Feedback"), the lawyers of this firm have conducted verification and validation of relevant matters and hereby provide the following supplementary legal opinions:
- The sponsor institution and lawyers are requested to verify and disclose in detail the basic information and capital contribution background of Julongdi, the specific circumstances of the establishment, evolution, and operational development of each clinic, and to provide a special verification opinion on whether there are any illegal or irregular situations in the establishment of Beijing Ciji and the integration of the clinics at each stage. (Feedback, Key Issue 1)
(1) Basic Information and Capital Contribution Background of Julongdi
- Basic Information Julongdi was established on April 24, 2001, originally named "Beijing Guotai Huayuan Real Estate Development Co., Ltd." The shareholders were individuals Li Ping and Chen Dawei; registered capital: 29.5 million yuan, of which Li Ping contributed 19.47 million yuan, accounting for 66% of the registered capital, and Chen Dawei contributed 10.03 million yuan, accounting for 34%.
| Date | Event Description |
|---|---|
| March 11, 2003 | Beijing Guotai Huayuan Real Estate Development Co., Ltd. was renamed "Beijing Julongdi Investment Co., Ltd." |
| September 1, 2005 | Beijing Julongdi Investment Co., Ltd. was renamed "Beijing Zhongjingyuantong Electromechanical Equipment Co., Ltd." |
| November 6, 2006 | Shareholders changed to Wang Weihua, Wang Dong, and Fu Lihua; registered capital remained 30 million yuan. |
| January 28, 2008 | Renamed to "Beijing Zhongsheng Guowei Ship Electromechanical Equipment Co., Ltd." |
| July 8, 2009 | Renamed to "Beijing Qilu Mingshi International Cultural Club Co., Ltd." |
- Capital Contribution Background According to the actual controllers of the issuer, Hu Bo and Han Xiaohong, from 2002 to September 2004, they established four health checkup clinics: Beijing Ciji Clinic, Beijing Jici Clinic, Beijing Ciji Ren Clinic, and Beijing Ciji Century City Clinic. Due to business development and the need for corporate management of the clinics, the actual controllers needed to establish a health checkup management company to integrate the originally dispersed and independent clinics for unified management. By September 2004, Hu Bo and Han Xiaohong had invested most of their funds into the four clinics and had no excess funds to establish a management company. Additionally, relevant laws and regulations at that time did not allow for capital contributions in the form of equity. Therefore, to achieve the integration of the original clinics, Julongdi agreed to invest 14.9 million yuan to jointly establish a health checkup management company with Hu Bo and Han Xiaohong, namely Beijing Ciji.
In September 2004, Beijing Ciji was officially registered with a registered capital of 15 million yuan, of which Julongdi contributed 14.9 million yuan in cash, and Hu Bo and Han Xiaohong contributed a total of 100,000 yuan in cash. After the establishment of Beijing Ciji, the actual controllers used it as a platform to integrate the original four clinics through asset acquisitions and equity acquisitions.