[] [SECOND AMENDED AND RESTATED OF CONCORD MEDICAL SERVICES Incorporated on the 27th day of November, 2007 Amended and restated on the 31st day of March, 2008 Further amended and restated on the 20th day of October, 2008 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2007 Revision) SECOND AMENDED AND RESTATED MEMORANDUM OF OF CONCORD MEDICAL SERVICES 1. The name] [CONCORD MEDICAL SERVICES HOLDINGS LIMITED Company SECRETARY’S CERTIFICATE ORDINARY RESOLUTIONS: THAT THAT SPECIAL RESOLUTIONS: THAT THAT [ Shi Bo Tao Company Secretary 2 EX-3.2 3 h03611exv3w2.htm EX-3.2] [CONCORD MEDICAL SERVICES HOLDINGS LIMITED Certificate (the “Company”) Ordinary Shares Number [ [ INCORPORATED IN THE CAYMAN ISLANDS UNDER THE COMPANIES LAW ) THE AUTHORISED CAPITAL OF THE COMPANY IS US$[ [shareholder] address [number of ordinary shares] US$0.0001 THIS CERTIFIES THAT EXECUTED on behalf of the Company this Director/Secretary EX-4.2 4 h03611exv4w2.htm EX-4.2] [EXECUTION COPY SHARE SUBSCRIPTION AGREEMENT dated as of February 5, 2008 among CICC SUN COMPANY LIMITED, CARLYLE ASIA GROWTH PARTNERS III, L.P., CAGP III CO-INVESTMENT, L.P., LIU HAIFENG, STEVE SUN, YANG JIANYU, BONA LIU, OUR MEDICAL SERVICES, LTD., ASCENDIUM GROUP LIMITED, SHENZHEN AOHUA MEDICAL SERVICES CO., LTD. ( and CONCORD MEDICAL SERVICES HOLDINGS LIMITED TABLE OF CONTENTS Page ARTICLE 1] [EXECUTION COPY AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT Amendment Amendment Date CICC CAGP CAGP Co-Invest Carlyle Company AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT (this “ W I T N E S S E T H : Agreement WHEREAS, the parties hereto entered into a Share Subscription Agreement dated as of February 5, 2008 (the “ WHEREAS, the parties hereto desire to amend] [EXECUTION COPY AMENDMENT NO. 2 TO SHARE SUBSCRIPTION AGREEMENT Amendment No. 2 Amendment Date CICC CAGP CAGP Co-Invest Carlyle Company AMENDMENT NO. 2 TO SHARE SUBSCRIPTION AGREEMENT (this “ W I T N E S S E T H: Original Agreement Amendment No. 1 Series B Share Subscription Agreement Series B Shares Existing Agreement NOW, THEREFORE, the parties hereto agree] [EXECUTION COPY SHARE SUBSCRIPTION AGREEMENT dated as of among CICC SUN COMPANY LIMITED, CARLYLE ASIA GROWTH PARTNERS III, L.P., CAGP III CO-INVESTMENT, L.P., STARR INVESTMENTS CAYMAN II, INC., CONCORD MEDICAL SERVICES HOLDINGS LIMITED and OTHER PERSONS NAMED HEREIN TABLE OF CONTENTS Page ARTICLE 1 Definitions . Definitions Section 1.01 1 . Other Definitional and Interpretative Provisions Section 1.02 12 ARTICLE] [EXECUTION COPY AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT Amendment Amendment Date CICC CAGP CAGP Co-Invest Carlyle Starr Investors Company AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT (this “ W I T N E S S E T H : Agreement Series B Shares WHEREAS, the parties hereto entered into a Share Subscription Agreement dated as of October 10, 2008 (the “ WHEREAS, the] [EXECUTION COPY AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT dated as of October 20, 2008 among CONCORD MEDICAL SERVICES HOLDINGS LIMITED, CARLYLE ASIA GROWTH PARTNERS III, L.P., CAGP III CO-INVESTMENT, L.P., CICC SUN COMPANY LIMITED, PERFECT KEY HOLDINGS LIMITED, STARR INVESTMENTS CAYMAN II, INC. and CERTAIN OTHER PERSONS NAMED HEREIN TABLE OF CONTENTS Page ARTICLE 1 Definitions . Definitions Section 1.01 2] [th Dated this 10 BY : CZY Investments Limited IN FAVOUR OF: CICC Sun Company Limited Carlyle Asia Growth Partners III, L.P. CAGP III Co-Investment, L.P. Starr Investments Cayman II, Inc. SHARE CHARGE Conyers Dill & Pearman THIS SHARE CHARGE is made on the 10 th day of November, 2008 (1) CZY Investments Limited, a company incorporated under the laws] [th Dated this 10 BY : Daketala International Investment Holdings Ltd. IN FAVOUR OF: CICC Sun Company Limited Carlyle Asia Growth Partners III, L.P. CAGP III Co-Investment, L.P. Starr Investments Cayman II, Inc. SHARE CHARGE Conyers Dill & Pearman THIS SHARE CHARGE is made on the 10 th day of November, 2008 (1) Daketala International Investment Holdings Ltd., a company] [th Dated this 10 Dragon Image Investment Ltd. IN FAVOUR OF: CICC Sun Company Limited Carlyle Asia Growth Partners III, L.P. CAGP III Co-Investment, L.P. Starr Investments Cayman II, Inc. SHARE CHARGE Conyers Dill & Pearman THIS SHARE CHARGE is made on the 10 th day of November, 2008 (1) Dragon Image Investment Ltd., a company incorporated under the laws] [th Dated this 10 BY : Notable Enterprise Limited IN FAVOUR OF: CICC Sun Company Limited Carlyle Asia Growth Partners III, L.P. CAGP III Co-Investment, L.P. Starr Investments Cayman II, Inc. SHARE CHARGE Conyers Dill & Pearman THIS SHARE CHARGE is made on the 10 th day of November, 2008 (1) Notable Enterprise Limited, a company incorporated under the laws] [th Dated this 10 BY : Thousand Ocean Group Limited IN FAVOUR OF: CICC Sun Company Limited Carlyle Asia Growth Partners III, L.P. CAGP III Co-Investment, L.P. Starr Investments Cayman II, Inc. SHARE CHARGE Conyers Dill & Pearman THIS SHARE CHARGE is made on the 10 th day of November, 2008 (1) Thousand Ocean Group Limited, a company incorporated under] [th Dated this 10 BY : Top Mount Group Limited IN FAVOUR OF: CICC Sun Company Limited Carlyle Asia Growth Partners III, L.P. CAGP III Co-Investment, L.P. Starr Investments Cayman II, Inc. SHARE CHARGE Conyers Dill & Pearman THIS SHARE CHARGE is made on the 10 th day of November, 2008 (1) Top Mount Group Limited, a company incorporated under] [THIS DEED OF AMENDMENT (1) CICC Sun Company Limited, a company incorporated under the laws of the British Virgin Islands (“CICC”); (2) Carlyle Asia Growth Partners III, L.P., a limited partnership formed under the laws of the Cayman Islands (“CAGP”); (3) CAGP III Co-Investment, L.P., a limited partnership formed under the laws of the Cayman Islands (“CAGP Co-Invest”, together with] [THIS DEED OF PARTIAL RELEASE (1) CICC Sun Company Limited, a company incorporated under the laws of the British Virgin Islands (“CICC”); (2) Carlyle Asia Growth Partners III, L.P., a limited partnership formed under the laws of the Cayman Islands (“CAGP”); (3) CAGP III Co-Investment, L.P., a limited partnership formed under the laws of the Cayman Islands (“CAGP Co-Invest”, together] [[LETTERHEAD OF SIMPSON THACHER & BARTLETT LLP] November 17, 2009 Concord Medical Services Holdings Limited Ladies and Gentlemen: We have examined the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and such certificates or comparable] [CONCORD MEDICAL SERVICES HOLDINGS LIMITED 1. Purpose of the Plan The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through] [Form of Medical Equipment Parties to the Agreement: Lessee: Hospital (hereinafter referred to as “Party A”) Legal Representative: Address: Lessor: (hereinafter referred to as “Party B”) Legal Representative: Address: Whereas: 1. For purposes of maintaining the leading position in respect of medical technology and academic development, the Lessee plans to establish [ ] Centre (hereinafter referred to as the “Centre”)/plans] [Form of Equipment Management Services Agreement (Project [ ]) Party A: Party B: [ ] Hospital 1 Parties to the Agreement: Party A: Company Legal Representative: Address: Party B: Hospital Legal Representative: Address: Article 1 Precondition and Objective of this Agreement 1.1 1.2 Unless otherwise specified, all relevant terms and explanations shall have the same meanings of such terms and] [Form of Service-only Date of Execution: [day] [ month] [year] Place of Execution: [ ] 1 Party A: Hospital Address: Postal Code: Telephone: Facsimile: Party B: Address: Postal Code: Telephone: Facsimile: Whereas: 1. Party A intends to develop the [ ] Center (hereinafter referred to as the “Center”) in its hospital into a top-tier treatment and research center which can] [Summary of the Oral Agreements between China Medstar Pte. Ltd. On May 30, 2005 and December 31, 2006, Beijing Medstar Hi-Tech Investment Co., Ltd. agreed to provide to China Medstar Limited, the predecessor entity of China Medstar Pte. Ltd., loans in the aggregate amount of 38,634 Singapore Dollars. The loans were agreed to be used by China Medstar Limited for] [Summary of the Oral Agreements between EX-10.7 25 h03611exv10w7.htm EX-10.7] [Summary of the Oral Agreements between From November 30, 2006 to September 30, 2009, Yaw Kong Yap agreed to provide to China Medstar Limited, the predecessor entity of China Medstar Pte. Ltd., loans in the aggregate amount of 30,255.3 Singapore Dollars. The loans were agreed to be used by China Medstar Limited to pay for certain of its administrative expenses.] [CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Medical Equipment Lease Agreement Parties: Lessee: Chang’an Hospital Company Limited (“Party A”) Address: No.17, Wenjing Road, Xi’an Lessor: Medstar (Shanghai) Leasing Co., Ltd. (“Party B”) Address: Suite 803, 620 Zhangyang Road, Pudong New District, Shanghai Whereas: 1. For purposes of maintaining its leading position in medical technology and academic development, the] [CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Service-Only Management Agreement Signed on: August 1, 2008 Contract No.: CMS2008001 CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Entrusting Parties: Xi’an Wanjiechangxin Medical Services Company Limited Chang’an Hospital (i.e., Chang’an Hospital Company Limited) Entrusted Party: CMS Hospital Management Co., Ltd. WHEREAS: 1. The Entrusted Party has the largest tumor] [CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Agreement Concerning the Establishment 1 CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Section I General Provision In accordance with applicable PRC laws and regulations, The Chinese People’s Liberation Army Navy General Hospital and Beijing Our Medical Equipment Development Co., Ltd., based on the principle of equality and mutual benefit,] [CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Supplemental Agreement Contract Number: Section I General Provisions In accordance with applicable PRC laws and regulations, through friendly negotiations and on the basis of the principle of equality and mutual benefit, Chinese People’s Liberation Army Navy General Hospital and Shenzhen Aohua Medical Services Co., Ltd. entered into a cooperation contract on] [CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Supplemental Agreement Concerning the Development Contract No.: 2003-S-008 Section I General Provisions In accordance with applicable PRC laws and regulations, through friendly negotiations and on the basis of the principle of equality and mutual benefit, Chinese People’s Liberation Army Navy General Hospital and Shenzhen Aohua Medical Services Co., Ltd. entered into] [CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Medical Equipment Lease Agreement Parties to the Contract: Lessor: Party A Shanghai Medstar Medical Investment Management Company Limited (hereinafter referred to as “ Legal Representative: ZHANG, Jing Address: Flat D and Flat E, 15/F, No. 500, Zhangyang Road, Pudong New Area, Shanghai Lessee: Party B The Chinese People’s Liberation Army Navy] [CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Supplemental Agreement ( June 2009 1 CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Parties to the Contract: Party A: Chinese People’s Liberation Army Navy General Hospital (hereinafter referred to as “Party A”) Party B: Shenzhen Aohua Medical Services Company Limited (hereinafter referred to as “Party B”) Section I General] [Supplemental Agreement to the Service-only Management Agreement Entrusting Party: Xi’an Wanjiechangxin Medical Services Company Limited Chang’an Hospital Co., Ltd. Entrusted Party: CMS Hospital Management Co., Ltd. Whereas: st The Entrusting Party and the Entrusted Party have entered into the Service-only Management Agreement (the “Original Contract”) in connection with Chang’an Hospital as of August 1 Article 1 1. All tumor-related divisions] [Agreement Regarding the Transfer of Equity in Party A Beijing Our Medical Equipment Development Company Address: No. 3 Qianmen East Avenue, Beijing (Room 408, Office Building, Capital Hotel) Party B Shenzhen Aohua Medical Services Co., Ltd. Address: Room 2208, Dianzi Keji Building, Shennanzhonglu Road, Shenzhen Party C Chinese People’s Liberation Army Navy General Hospital Address: No. 6 Fucheng Road, Beijing] [Supplemental Agreement to Party A: Chinese People’s Liberation Army Navy General Hospital Address: No. 6 Fucheng Road, Beijing Postal code: 100037 Telephone: 010-68587733 Facsimile: 010-68581507 Legal Representative: Duan Yunyou President Party B: Shenzhen Aohua Medical Services Co., Ltd. Address: 17/F, Guomao Plaza, Renmin South Road, Shenzhen Postal code: 518014 Telephone: 0755-82211708 Facsimile: 0755-82213690 Legal Representative: Song Jun President Whereas, based] [Supplemental Agreement to Party A: Party B: Whereas, Party A and Party B entered into a cooperation contract on March 18, 2003 in respect of the third phase of the Aohai Radiotherapy Treatment and Diagnosis Research Centre, whereby it was contemplated that the Parties will cooperate to make investment in the whole set of equipment for conformal radiotherapy and intensity] [• Ascendium Group Limited (incorporated in the British Virgin Islands) • China Medical Services Holdings Limited (incorporated in Hong Kong) • Cyber Medical Network Limited (incorporated in Hong Kong) • CMS Hospital Management Co., Ltd. (incorporated in the PRC) • Beijing Xing Heng Feng Medical Technology Co., Ltd. (incorporated in the PRC) • Our Medical Services, Ltd. (incorporated in the] [Consent of Independent Registered Public Accounting Firm We consent to the references to our firm under the caption “Experts” and to the use of our report dated October 16, 2009 (except Note 26, as to which the date is November 17, 2009) in the Registration Statement (Form F-1) and the related Prospectus of Concord Medical Services Holdings Limited for the] [November 17, 2009 Company Concord Medical Services Holdings Limited (the “ Ladies and Gentlemen: Sincerely yours, EX-23.4 40 h03611exv23w4.htm EX-23.4] [[Frost & Sullivan Letterhead] October 16, 2009 PRIVATE & CONFIDENTIAL To: Concord Medical Services Holdings Limited 18/F, Tower A, Global Trade Center 36 North Third Ring Road East Dongcheng District Beijing, People’s Republic of China, 100013. Re: Concord Medical Services Holdings Limited Consent to References to Frost & Sullivan Report Madam/Sirs: In connection with the proposed initial public offering of]