Supplementary Legal Opinion (12)
To: Ciming Health Checkup Management Group Co., Ltd.
Beijing Tianda Law Firm (hereinafter referred to as "this firm") has accepted the commission from Ciming Health Checkup Management Group Co., Ltd. (hereinafter referred to as "the company" or "the issuer") to act as the specially appointed legal advisor for the company's initial public offering of common shares in RMB and listing (hereinafter referred to as "this issuance" or "this issuance and listing").
Xinyong Zhonghe Certified Public Accountants Co., Ltd. issued Audit Report No. XYZH/2011A9059 on February 3, 2012, which provided an audit of the issuer's financial statements as of December 31, 2011. The lawyers of this firm issued Supplementary Legal Opinion (4) regarding significant matters during the audit period. Xinyong Zhonghe has now audited the issuer's financial statements up to June 30, 2012 (the period between the two audit cutoff dates is referred to as the "additional audit period") and issued Audit Report No. XYZH/2011A9100 (unless otherwise specified, "audit report" in this supplementary legal opinion refers to Audit Report No. XYZH/2011A9100).
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 Legal Opinion (4) 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 ensure that this supplementary legal opinion does not contain false records, misleading statements, or significant omissions.
1. Approval and Authorization for This Issuance and Listing
The lawyers of this firm have disclosed in Legal Opinion (4) the new approvals and authorizations made by the issuer's 2011 annual general meeting regarding this issuance and listing. Upon verification by this firm, as of the date of this supplementary legal opinion, the aforementioned approvals and authorizations remain valid. The issuer's general meeting has not made new approvals or authorizations regarding this issuance and listing, nor has it revoked or modified the aforementioned approvals and authorizations.
2. Qualification of the Issuer for This Issuance and Listing
2.1 Upon verification, the issuer has passed the 2011 annual industrial and commercial inspection and does not have any circumstances that require termination according to laws, administrative regulations, normative documents, and the issuer's Articles of Association.
2.2 Upon verification, the issuer's registered capital has been fully paid, and there are no significant ownership disputes regarding the issuer's assets; the issuer's production and operation comply with laws, administrative regulations, and the Articles of Association, and are in line with national industrial policies; there have been no significant changes in the issuer's main business and directors or senior management in the last three years and the current period, and the actual controller has not changed; the issuer's equity is clear, and there are no significant ownership disputes regarding the shares held by the controlling shareholder. Therefore, the lawyers of this firm believe that the issuer is qualified for this issuance and listing.