Supplementary Legal Opinion (15) from Beijing Tianda Law Firm 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 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 and listing (hereinafter referred to as "this issuance" or "this issuance and listing").
Xinyong Zhonghe Certified Public Accountants (Special General Partnership) (hereinafter referred to as "Xinyong Zhonghe") previously issued Audit Report No. XYZH/2012A9040, which audited the issuer's financial statements as of December 31, 2012. This firm’s lawyers issued Supplementary Legal Opinion (13) regarding significant matters during the audit period. Xinyong Zhonghe has now audited the issuer's financial statements up to June 30, 2013 (the period between the two audit dates is referred to as the "audit period") and issued Audit Report No. XYZH/2013A9004 (unless otherwise specified, "audit report" in this supplementary legal opinion refers to Audit Report No. XYZH/2013A9004).
This firm’s lawyers have conducted a careful review of whether there are any circumstances affecting the application for this issuance and listing from the date of signing Legal Opinion (13) 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"). This firm has strictly fulfilled its statutory duties, 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 will bear corresponding legal responsibilities for the supplementary legal opinions issued.
According to the requirements of the Securities Law and other laws and regulations, and in accordance with the recognized business standards, ethical norms, and diligence principles of the legal profession, this firm issues the following supplementary legal opinions:
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Approval and Authorization for This Issuance and Listing The lawyers of this firm have disclosed in Legal Opinion (13) the new approvals and authorizations made by the issuer's 2012 annual general meeting regarding this issuance and listing. Upon verification by this firm’s lawyers, 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.
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Qualification of the Issuer for This Issuance and Listing 2.1 Upon verification, the issuer has passed the 2012 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 past three years, 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, this firm’s lawyers believe that the issuer is qualified for this issuance and listing.