AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
Exhibit 4.18
EXECUTION COPY
AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Amendment”) dated as of
November 17, 2009 (the “Amendment Date”) by and among (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 III, L.P. (“CAGP Co-Invest”, together with CAGP, “Carlyle”), (4) Starr
Investments Cayman II, Inc., a company incorporated under the laws of the Cayman Islands (“Starr”,
together with CICC and Carlyle, the “Investors”), (5) Concord Medical Services Holdings Limited, an
exempted company with limited liability organized and existing under the laws of the Cayman Islands
(the “Company”), and (6) the other parties set forth in the signature pages hereof.
W I T N E S S E T H :
WHEREAS, the parties hereto entered into a Amended and Restated Shareholders’ Agreement dated
as of October 20, 2008 (the “Agreement”) in relation to the issuance by the Company to each of the
Investors of certain Series B convertible redeemable preferred shares, par value $0.01 per share,
of the Company (the “Series B Shares”);
WHEREAS, the parties hereto and thereto desire to amend the Agreement to reflect the changes
set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Amendment. The Agreement is amended by replacing Section 5.02 in its entirety
with the following language:
“Section 5.02. Registration Rights after the QPO. (a) If the shares subject of the QPO have
been listed on a stock exchange located in the US, the Company shall file with the SEC, no later
than the later of (i) 181 days after the closing date of the QPO or (ii) the expiration of the
lock-up agreement between the Company and the underwriters entered into in connection with the QPO
and each of the lock-up agreements between each of the directors, executive officers and
shareholders of the Company and the underwriters entered into in connection with the QPO, a “shelf”
registration statement covering the resale of all of the Registrable Securities held by the
Investors immediately after the closing of the QPO, and shall use its best efforts to cause such
“shelf” registration statement to become effective on or prior to the 90th day following
the filing of the “shelf” registration statement and to keep such “shelf” registration statement in
effect until all of the Company Securities held by the Investors immediately after the closing of
the QPO have been
resold. The Company shall pay all Registration Expenses incurred in connection with the
registration pursuant to this Section 5.02(a).
(b) If the shares subject of the QPO have been listed on a stock exchange not located in the
US, the Company shall obtain and maintain a listing for all the Company Securities held by the
Investors after the QPO.”
Section 2. Effect of Amendment. Except as amended by this Amendment, the Agreement shall
remain unchanged and in full force and effect. From and after the Amendment Date, each reference
to “this Agreement,” “hereof,” “hereunder” or words of like import, and all references to the
Agreement in any and all agreements, instruments, documents, notes, certificates and other writings
of every kind and nature shall be deemed to mean the Agreement as amended by this Amendment, except
as is otherwise expressly stated.
Section 3. General. (a) This Amendment shall be binding on the successors and permitted
assigns of the parties hereto; (b) this Amendment shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflicts of law principles thereunder
and shall be subject to the jurisdiction of the courts in the State of New York; (c) this Amendment
may be executed in more than one counterpart, each of which shall be deemed an original and any
counterpart so executed shall be deemed to be one and the same instrument; (d) each party hereto
acknowledges that the parties hereto have participated jointly in the negotiation and drafting of
this Amendment, and in the event an ambiguity or question of intent or interpretation arises, this
Amendment shall be construed as if drafted jointly by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of
any of the provisions of this Amendment; (e) if any part of any provision of this Amendment shall
be invalid or unenforceable under applicable law, such part shall be ineffective to the extent of
such invalidity only, without in any way affecting the remaining parts of such provision or the
remaining provisions of this Amendment; and (f) each party hereto acknowledges that the remedies at
law of the other parties hereto for a breach or threatened breach of this Amendment would be
inadequate and, in recognition of this fact, any party hereto, without posting any bond, and in
addition to all other remedies that may be available, shall be entitled to obtain equitable relief
in the form of specific performance, a temporary restraining order, a temporary or permanent
injunction or any other equitable remedy that may then be available.
[The remainder of this page has been intentionally left blank]
2
EXECUTION COPY
IN WITNESS WHEREOF, the undersigned shareholders have executed this Agreement, in one or more
counterparts, each of which shall constitute an original and all of which when taken together shall
constitute one instrument, on November 17, 2009.
/s/ Xxxx Xxxxxx | ||||
For and on behalf of | ||||
Concord Medical Services Holdings Limited | ||||
/s/ Shi Xx Xxx | ||||
For and on behalf of | ||||
Grand Best Group Limited | ||||
/s/ Xxxxx Xxx | ||||
For and on behalf of | ||||
Dragon Image Investment Ltd. | ||||
/s/ Xxxx Xxxxxx | ||||
For and on behalf of | ||||
Daketala International Investment Holdings Ltd. | ||||
/s/ Sirong Tian | ||||
For and on behalf of | ||||
Sino Prime Investments Limited | ||||
/s/ Xxxxxxxx Xxxx | ||||
For and on behalf of | ||||
Latek Corporation |
/s/ Xxxxxx Xxxxx | ||||
For and on behalf of | ||||
Genius Aspect Investment Ltd. | ||||
/s/ Xxxxxxx Xxx | ||||
For and on behalf of | ||||
Star Rising Ltd. | ||||
/s/ Xxxxx Xxxx | ||||
For and on behalf of | ||||
Homerun Technology Ltd. | ||||
/s/ Xxxxxxx Xxx | ||||
For and on behalf of | ||||
Sino First Holdings Ltd. | ||||
/s/ Bona Xxx | ||||
For and on behalf of | ||||
Notable Enterprise Limited | ||||
/s/ Xxxxx Xxxxx | ||||
For and on behalf of | ||||
CZY Investment Limited | ||||
/s/ Xxxxx Xxxx | ||||
For and on behalf of | ||||
Thousand Ocean Group Limited |
/s/ Yap Yaw Kong | ||||
For and on behalf of | ||||
Top Mount Group Limited | ||||
/s/ Shang Hua Ying | ||||
For and on behalf of | ||||
ATL International Group Limited | ||||
/s/ Boxun Zhang | ||||
For and on behalf of | ||||
Triumph Concept Investment Limited | ||||
/s/ Xxxxx Xxx-Fu | ||||
Xxxxx Xxx-Fu, in his individual capacity | ||||
/s/ Xxxx Xxx-Xxx | ||||
For and on behalf of | ||||
Xxxx Xxx-Xxx, in his individual capacity | ||||
/s/ Ni Xxxxx-Xxxx | ||||
For and on behalf of | ||||
Ni Xxxxx-Xxxx, in her individual capacity |
/s/ Xxxxxx X. X’Xxxxxxx | ||||
For and on behalf of | ||||
Carlyle Asia Growth Partners III, L.P. | ||||
/s/ Xxxxxx X. X’Xxxxxxx | ||||
For and on behalf of | ||||
CAGP III Co-Investment, L.P. | ||||
/s/ Xxxxxxx X. Xxxxxxx | ||||
For and on behalf of | ||||
Starr Investments Cayman II, Inc. | ||||
/s/ Xxxxxxx Xxxx | ||||
For and on behalf of | ||||
CICC Sun Company Limited | ||||
/s/ Xxxxxxx Xxxx | ||||
For and on behalf of | ||||
Perfect Key Holdings Limited | ||||
BEING ALL OF THE
SHAREHOLDERS OF THE
COMPANY
SHAREHOLDERS OF THE
COMPANY