Supplementary Legal Opinion (13) on the Initial Public Offering and Listing of Common Shares of Ciming Health Checkup Management Group Co., Ltd.
To: Ciming Health Checkup Management Group Co., Ltd.
Beijing 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 common shares and listing (hereinafter referred to as "this issuance" or "this issuance and listing").
Xinyong Zhonghe Certified Public Accountants (Special General Partnership) (formerly known as Xinyong Zhonghe Certified Public Accountants Co., Ltd., hereinafter referred to as "Xinyong Zhonghe") issued Audit Report No. XYZH/2011A9100, which conducted an audit of the Issuer's financial statements as of June 30, 2012. This firm’s lawyers issued Supplementary Legal Opinion (12) regarding significant matters during the audit period. Xinyong Zhonghe has now audited the Issuer's financial statements up to December 31, 2012 (the period between the two audit dates is referred to as the "additional audit period") and issued Audit Report No. XYZH/2012A9040 (unless otherwise specified, "audit report" in this supplementary legal opinion refers to Audit Report No. XYZH/2012A9040).
This firm’s lawyers have conducted a prudent review of whether there are any circumstances affecting this issuance and listing application from the date of signing Legal Opinion (12) to the date of signing this supplementary legal opinion (the period between the two legal opinion signing dates is referred to as the "supplementary verification 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 verifications of relevant documents and materials. We guarantee that this supplementary legal opinion does not contain false records, misleading statements, or significant omissions.
This firm agrees to submit this supplementary legal opinion as a necessary legal document for the Issuer's application for public issuance of shares, along with other application materials, to the China Securities Regulatory Commission for review, and shall bear corresponding legal responsibilities for the supplementary legal opinions issued.
In accordance with the requirements of the Securities Law and other laws and regulations, and in accordance with the recognized business standards, ethical norms, and diligent spirit of the legal profession, this firm now issues the following supplementary legal opinions:
1. Approval and Authorization for This Issuance and Listing
1.1 The original approval and authorization were made at the 2011 Annual General Meeting of Shareholders held by the Issuer on February 23, 2012, which resolved to approve this issuance and listing and authorized the board of directors to handle related matters. The validity period of this resolution is 12 months from the date of approval by the shareholders' meeting. 1.2 A new approval and authorization were made at the 2012 Annual General Meeting of Shareholders held by the Issuer on March 18, 2013, which again reviewed and approved the proposal for the initial public offering and listing of shares by Ciming Health Checkup Management Group Co., Ltd. and the proposal to authorize the board of directors to be responsible for handling matters related to the public issuance and listing of shares. The plan and authorization for this issuance and listing have not changed, and the validity period of this approval and authorization is from the date of this resolution until 12 months later.