LIMITED GUARANTEELimited Guarantee • March 28th, 2018 • Zhang Lee Ligang • Services-offices & clinics of doctors of medicine • New York
LIMITED GUARANTEE, dated as of March 26, 2018 (this “Limited Guarantee”), by ShanghaiMed, Inc. (the “Guarantor”) in favor of iKang Healthcare Group, Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • March 28th, 2018 • Zhang Lee Ligang • Services-offices & clinics of doctors of medicine • New York
This Interim Investors Agreement (this “Agreement”) is made as of March 26, 2018 by and among Yunfeng Fund III, L.P. and Yunfeng Fund III Parallel Fund, L.P. (collectively “YFC”), each an exempted limited partnership established under the laws of the Cayman Islands, Taobao China Holding Limited, a company incorporated under the laws of Hong Kong (“Alibaba”, together with YFC, each, a “Lead Investor” and together, the “Lead Investors”), each Shareholder of the Company (each, a “Rollover Shareholder”) listed in the first column of Schedule A to this Agreement, each beneficial owner of the applicable Rollover Shareholder set out opposite such Rollover Shareholder’s name in the second column of Schedule A to this Agreement (each, a “Beneficial Owner”), IK Healthcare Holdings Limited, an exempt company with limited liability incorporated under the laws of the Cayman Islands (“HoldCo” or “Holdco”), IK Healthcare Investment Limited, an exempt company with limited liability incorporated under
SUPPORT AGREEMENTSupport Agreement • March 28th, 2018 • Zhang Lee Ligang • Services-offices & clinics of doctors of medicine • New York
This SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 26, 2018 by and among (1) IK Healthcare Holdings Limited, a Cayman Islands exempted company (“Holdco”), (2) IK Healthcare Investment Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Holdco (“Parent”), (3) those shareholders of iKang Healthcare Group, Inc., a Cayman Islands exempted company (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”), and (4) those beneficial owners of the Company listed on Schedule B hereto (each, a “Beneficial Owner” and collectively, the “Beneficial Owners”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Equitable Mortgage Over Shares in iKang Healthcare Group, Inc. SHANGHAIMED, INC. (as Mortgagor) and GOPHER GLOBAL CREDIT FUND II (as Mortgagee)Equitable Mortgage • September 4th, 2018 • Zhang Lee Ligang • Services-offices & clinics of doctors of medicine
SHARE PLEDGE CONTRACT CONTRACT NO.AVICTC2016X0526-5Share Pledge Contract • August 25th, 2017 • Zhang Lee Ligang • Services-offices & clinics of doctors of medicine
This Share Pledge Contract (this “Contract”) is entered into in Nanchang, Jiangxi Province, China as of September 9, 2016 by and among the following parties:
FORM OF JOINT FILING AGREEMENTJoint Filing Agreement • September 9th, 2015 • Zhang Ligang • Services-offices & clinics of doctors of medicine
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common shares, par value US$0.01 per share, of iKang Healthcare Group, Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
This Deed of Partial Release is made the 6th day of April 2018 Between:Deed of Partial Release • April 24th, 2018 • Zhang Lee Ligang • Services-offices & clinics of doctors of medicine
SHANGHAIMED, INC., a company incorporated and existing under the laws of the British Virgin Islands (registration number: 572820) with its registered office at Moore Stephens International Services (BVI) Limited, Palm Grove House, P.O. Box 3186, Wickhams Cay I, Road Town, Tortola, British Virgin Islands (the “Company”).
ADDENDUM to the Credit Agreement and the General Pledge and Assignment Agreement Dear SirsCredit Agreement • March 28th, 2018 • Zhang Lee Ligang • Services-offices & clinics of doctors of medicine
We refer to the following documents agreed between Bank Julius Baer & Co. Ltd. (“the Bank”) and ShanghaiMed Inc., Road Town — British Virgin Islands (“the Borrower”) respectively:
SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 24th, 2019 • Zhang Lee Ligang • Services-offices & clinics of doctors of medicine • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 8, 2019 by and between Gold Partner Consultants Limited, company incorporated under the laws of the British Virgin Islands (the “Seller”) and Time Partners L.P., an exempted limited partnership registered under the laws of the Cayman Islands (the “Purchaser”). Capitalized terms used herein shall have the meanings ascribed to them in Annex A attached hereto.
By:Deed of Release • January 24th, 2019 • Zhang Lee Ligang • Services-offices & clinics of doctors of medicine
General Pledge and Assignment Agreement (Pledgor and Borrower are identical} ShanghaiMed, Inc. Name(s), first name(s) / Company name of the Pledgor(s)General Pledge and Assignment Agreement • March 28th, 2018 • Zhang Lee Ligang • Services-offices & clinics of doctors of medicine
Moore Stephens International, Services (BVI) Limited, Palm Grove House, Wickhams Cay I, Tortola, Post Office Box 3186, Road Town, Virgin Islands, British
SHARE PLEDGE CONTRACTShare Pledge Contract • December 1st, 2017 • Zhang Lee Ligang • Services-offices & clinics of doctors of medicine
This Share Pledge Contract (this “Contract”) is entered into in Nanchang, Jiangxi Province, China, as of November 19, 2017 by and among the following parties:
Joint Filing AgreementJoint Filing Agreement • February 13th, 2015 • Zhang Ligang • Services-offices & clinics of doctors of medicine
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with the other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including any and all amendments thereto) with respect to the common shares, par value US$0.01 per share, of iKang Healthcare Group, Inc., a Cayman Islands company, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.
AMENDED AND RESTATED CONSORTIUM AGREEMENTConsortium Agreement • January 5th, 2016 • Zhang Ligang • Services-offices & clinics of doctors of medicine • New York
THIS AMENDED AND RESTATED CONSORTIUM AGREEMENT is made as of January 5, 2016 (the “Agreement”), by and among Ligang Zhang (the “Chairman”), Time Intelligent Finance Limited, a British Virgin Islands company which is beneficially owned by the Chairman’s family trust (“TIFL”), ShanghaiMed, Inc., a British Virgin Islands company wholly owned and controlled by the Chairman (“SMI”, and together with TIFL, the “Chairman Holding Companies” and together with Chairman, the “Chairman Parties”), FV Investment Holdings, a Cayman Islands company (“FountainVest”), Alibaba Investment Limited, China Life Investment Holding Company Limited, New China Capital International Management Limited, LTW Capital Jaguar Investment Ltd., Ontario Teachers’ Pension Plan Board and 天津君联赟鹏企业管理咨询合伙企业（有限合伙）(Tianjin Legend Capital Yunpeng Partnership (Limited Partnership)) (together with FountainVest, Alibaba Investment Limited, China Life Investment Holding Company Limited, New China Capital International Management Lim
CONSORTIUM AGREEMENTConsortium Agreement • September 9th, 2015 • Zhang Ligang • Services-offices & clinics of doctors of medicine • New York
THIS CONSORTIUM AGREEMENT is made as of August 31, 2015 (the “Agreement”), by and among Ligang Zhang (the “Chairman”), Time Intelligent Finance Limited, a British Virgin Islands company which is beneficially owned by the Chairman’s family trust (“TIFL”), ShanghaiMed, Inc., a British Virgin Islands company wholly owned and controlled by the Chairman (“SMI”, and together with TIFL, the “Chairman Holding Companies” and together with Chairman, the “Chairman Parties”), FV Investment Holdings, a Cayman Islands company (“FountainVest”, together with all Additional Sponsors (as defined below), the “Sponsors”). The Chairman Parties and each Sponsor is referred to herein as a “Party”, and collectively, the “Parties”. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 10.1 hereof.
AGREEMENT OF JOINT FILINGJoint Filing Agreement • January 24th, 2019 • Zhang Lee Ligang • Services-offices & clinics of doctors of medicine
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common shares, par value US$0.01 per share, of iKang Healthcare Group, Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
