Supplementary Legal Opinion (II) on the Initial Public Offering and Listing of Ciming Health Checkup Management Group Co., Ltd.
To: Ciming Health Checkup Management Group Co., Ltd.
Beijing Tianda 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 common shares (hereinafter referred to as "this issuance" or "this issuance and listing"). In March 2011, this firm issued the "Legal Opinion on the Initial Public Offering and Listing of Ciming Health Checkup Management Group Co., Ltd." (hereinafter referred to as "the legal opinion") and the "Lawyer's Work Report on the Initial Public Offering and Listing of Ciming Health Checkup Management Group Co., Ltd." (hereinafter referred to as "the lawyer's work report"). In accordance with the requirements of the China Securities Regulatory Commission (hereinafter referred to as "CSRC") No. 110632 "Feedback on Administrative Licensing Project Review" (hereinafter referred to as "feedback"), this firm issued the "Supplementary Legal Opinion (I) on the Initial Public Offering and Listing of Ciming Health Checkup Management Group Co., Ltd." (hereinafter referred to as "Supplementary Legal Opinion (I)"). The audited financial statements of the issuer for the most recent three years and one period in the original application materials were as of December 31, 2010. The issuer's appointed accounting firm, Shinewing Certified Public Accountants, has audited the issuer's financial statements up to June 30, 2011 (the period between the two audit cut-off dates is referred to as "the additional audit period") and issued the audit report No. XYZH/2011A9011 (unless otherwise specified, "the audit report" mentioned in this supplementary legal opinion refers to the audit report No. XYZH/2011A9011). The lawyers of this firm have conducted a prudent review of whether there are any circumstances affecting this issuance and listing application from the date of signing the "legal opinion" and "lawyer's work report" to the date of signing this supplementary legal opinion (the period between the signing dates of the two legal opinions is referred to as "the supplementary review period") and hereby issue this supplementary legal opinion.
This firm has strictly fulfilled its statutory responsibilities, adhered to the principles of diligence and good faith, and conducted necessary and appropriate reviews of relevant documents and materials. This supplementary legal opinion does not contain any false records, misleading statements, or significant omissions. This supplementary legal opinion serves as a supplement to the "legal opinion," "lawyer's work report," and "Supplementary Legal Opinion (I)." The matters and interpretations stated in the "legal opinion," "lawyer's work report," and "Supplementary Legal Opinion (I)" continue to apply to this supplementary legal opinion. This firm agrees to submit this supplementary legal opinion as a necessary legal document for the issuer's application for the public offering of shares, along with other application materials, to the CSRC for review, and shall bear corresponding legal responsibilities for the supplementary legal opinion issued.
1. Approval and Authorization for This Issuance and Listing
The lawyers of this firm have disclosed in detail in the "legal opinion" and "lawyer's work report" the resolutions made by the issuer's first extraordinary general meeting in 2011 to approve this issuance and listing and authorize the board of directors to handle related matters. Upon verification by this firm’s lawyers, as of the date of this supplementary legal opinion, the aforementioned approval and authorization remain valid. The issuer's general meeting has not made any new approvals or authorizations regarding this issuance and listing, nor has it revoked or changed the aforementioned approvals and authorizations.