[] [Concord Medical Services Holdings Limited [12,000,000] American Depositary Shares UNDERWRITING AGREEMENT • December [ Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. International plc 25 Cabot Square, Canary Wharf and J.P. Morgan Securities Inc. Ladies and Gentlemen: Company Underwriters ADSs Ordinary Shares Firm Shares Concord Medical Services Holdings Limited, an exempted company incorporated in the Cayman Islands]

[] [COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED OF CONCORD MEDICAL SERVICES HOLDINGS LIMITED T F Walker House, 87 Mary Street, George Town REF: DW/CSW/C3914-H04164 COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED OF CONCORD MEDICAL SERVICES HOLDINGS LIMITED (Adopted by Special Resolution passed on November 17, 2009 and effective conditional and immediately 1. Company The name of the Company] [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 No. 333-163155) and the related Prospectus of Concord Medical Services Holdings Limited] [November 27, 2009 Concord Medical Services Holdings Limited Ladies and Gentlemen: We have acted as People’s Republic of China (“PRC”) counsel to Concord Medical Services Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”). Based on our understanding of current PRC laws, regulations, rules and the Administrative Permits, it is our opinion that the M&A]

[] [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 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]

[] [EXECUTION COPY AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT Amendment Amendment Date CICC CAGP CAGP Co-Invest Carlyle Starr Investors Company AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “ W I T N E S S E T H : Agreement Series B Shares WHEREAS, the parties hereto entered into a Amended and Restated Shareholders’ Agreement dated as of October] [19 November 2009 Our Ref: DW/CW/C3914-H04164 Concord Medical Services Holdings Limited Dear Sirs CONCORD MEDICAL SERVICES HOLDINGS LIMITED Company Registration Statement Public Offering We have acted as Cayman Islands legal advisers to Concord Medical Services Holdings Limited (the “ In giving this opinion we have relied upon the assumptions set out in Schedule 2, which we have not independently verified.] [FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is entered into as of RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their] [FIRST AMENDMENT TO THIS FIRST AMENDMENT is made on November 17, 2009 (the “Amendment Date”) by Concord Medical Services Holdings Limited (the “Company”). WHEREAS, the Company adopted the Concord Medical Services Holdings Limited 2008 Share Incentive Plan (the “Plan”) on October 16, 2008; WHEREAS, the Board of Directors of the Company has determined that it is in the best interests] [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 No. 333-163155) and the related Prospectus of Concord Medical Services Holdings Limited] [CONCORD MEDICAL SERVICES HOLDINGS LIMITED I. Purpose Company Code Concord Medical Services Holdings Limited and its subsidiaries (the “ This Code is designed to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; SEC (iii) compliance with applicable governmental laws, rules and regulations;]