CERTAIN INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Medical Equipment Lease...Medical Equipment Lease Agreement • November 17th, 2009 • Concord Medical Services Holdings LTD
NOW, THEREFORE, upon friendly consultations and based on the principle of equality and mutual benefit, Party A and Party B hereby agree as follows with respect to the leasing by Party B to Party A of the medical equipment set out in Appendix 1 hereto (the “Leased Assets”):
SHARE SUBSCRIPTION AGREEMENT dated as of October 20, 2008 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...Share Subscription Agreement • November 17th, 2009 • Concord Medical Services Holdings LTD • New York
AGREEMENT (this “Agreement”) dated as of October 20, 2008 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”), (6) the Controlling Shareholders (as defined below) and (7) the Subsidiaries of the Company listed on Schedule 4.08(a)(i).
Service-Only Management Agreement Signed on: August 1, 2008 Contract No.: CMS2008001Service-Only Management Agreement • November 17th, 2009 • Concord Medical Services Holdings LTD
NOW, THEREFORE, the Entrusting Parties and the Entrusted Party hereby agree as follows through friendly consultation in the principle of equality and mutual benefits:
Agreement Concerning the Establishment of the Aohai Radiotherapy Treatment and Diagnosis Research CenterAgreement Concerning the Establishment of the Aohai Radiotherapy Treatment and Diagnosis Research Center • November 17th, 2009 • Concord Medical Services Holdings LTD
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, agree to jointly establish “Aohai Radiotherapy and Diagnosis Research Center” at the Navy General Hospital in Beijing.
AMENDMENT TO SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • November 17th, 2009 • Concord Medical Services Holdings LTD • New York
AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT (this “Amendment”) dated as of April 2, 2008 (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) Liu Haifeng, a PRC citizen with passport number G19230849, (5) Steve Sun, a US citizen with passport number 203018867, (6) Yang Jianyu, a PRC citizen with passport number G04036294, (7) Bona Liu, a New Zealand citizen with passport number EA713283, (8) Our Medical Services, Ltd., a company formed under the Laws of the British Virgin Islands, (9) Ascendium Group Limited, a company formed under the Laws of the British Virgin Islands, (10) Shenzhen Aohua Medical Services Co., Ltd. a Sino-foreign joint venture formed under the laws of the PRC, and (11) Co
Supplemental Agreement Concerning the Development of the Aohai Radiotherapy Treatment and Diagnosis Research CenterSupplemental Agreement • November 17th, 2009 • Concord Medical Services Holdings LTD
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 September 15, 1995 whereby they decided to establish Aohai Radiotherapy Treatment and Diagnosis Research Center (the “Center”) at Chinese Peoples’ Liberation Army Navy General Hospital in Beijing. The OUR-XGD type rotating focalizing gamma knife (“Head Gamma Knife”), as initially invested, has been put into formal medical treatment operation as of October 30, 1996 and, thanks to the Parties’ joint efforts, the Center has achieved good social and economic effect. The Parties are willing to increase their contribution in respect of the equipment of the Center on the basis of their existing original cooperation and hereby enter into this supplementary contract.
AMENDMENT NO. 2 TO SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • November 17th, 2009 • Concord Medical Services Holdings LTD • New York
AMENDMENT NO. 2 TO SHARE SUBSCRIPTION AGREEMENT (this “Amendment No. 2”) dated as of October 20, 2008 (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, L.P. (“CAGP Co-Invest”, together with CAGP, “Carlyle”), (4) Concord Medical Services Holdings Limited, an exempted company with limited liability organized and existing under the laws of the Cayman Islands (the “Company”), (5) the Controlling Shareholders (as defined below) and (6) the other parties listed on the signature page hereof.
Supplemental Agreement Concerning the Development of the Aohai Radiotherapy Treatment and Diagnosis Research CenterSupplemental Agreement • November 17th, 2009 • Concord Medical Services Holdings LTD
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 September 15, 1995 whereby they decided to establish Aohai Radiotherapy Treatment and Diagnosis Research Center (“Center”) at Chinese Peoples’ Liberation Army Navy General Hospital in Beijing and invested in connection with the initial phase the OUR-XGD type rotating focalizing gamma knife (“ Head Gamma Knife”) in the Center; and entered into a supplementary contract on March 18, 1999, whereby they invested in connection with the second phase the stereoscopic-directional gamma ray whole-body therapy system (“Body Gamma Knife”) in the Center. Thanks to the joint efforts of the Parties, the Center has achieved good social and economic effect during both the initial phrase and the second phase. The Par
CERTAIN INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Supplemental Agreement...Supplemental Agreement • November 17th, 2009 • Concord Medical Services Holdings LTD
Party A: Chinese People’s Liberation Army Navy General Hospital (hereinafter referred to as “Party A”) Legal Address: No. 6 Fucheng Road, Beijing Postal Code:100048 Legal Representative: QIAN, Yangming
Supplemental Agreement to the Supplemental Agreement Concerning the Development of the Aohai Radiotherapy Treatment and Diagnosis Research CenterSupplemental Agreement • November 17th, 2009 • Concord Medical Services Holdings LTD
Whereas, based on the development needs of the Hospital, in order to help meet the demand of the Hospital’s Neurosurgery Division and the Head Gamma Knife Center in their carrying out of diagnosis, examination, stereotactic location and treatment for epilepsy and related clinical research work, improve the treatment effect for epilepsy, and further enhance the economic results, the board of directors of Aohai Radiotherapy Treatment and Diagnosis Research Center has decided on the meeting as of 4 September, 2004, upon deliberation and consideration, to make an additional investment, namely, the “EEG Stereotactic System”, as part of the third phase investment of Aohai Radiotherapy Treatment and Diagnosis Research Center. NOW, THEREFORE, the Parties agree as follows:
AMENDMENT TO SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • November 17th, 2009 • Concord Medical Services Holdings LTD • New York
AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT (this “Amendment”) dated as of October 20, 2008 (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, 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.
THIS DEED OF PARTIAL RELEASE is made on September 14, 2009 BY:Deed of Partial Release • November 17th, 2009 • Concord Medical Services Holdings LTD
Form of Medical Equipment Lease AgreementMedical Equipment Lease Agreement • November 17th, 2009 • Concord Medical Services Holdings LTD
Upon friendly consultation and based on the principle of equality and the mutual benefit, with respect to the lease of the medical equipment (hereinafter referred to as the “Leased Assets”) to Party A by Party B, both Party A and Party B have reached the following agreements;
Agreement Regarding the Transfer of Equity in Aohai Radiotherapy Treatment and Diagnosis Research CenterAgreement Regarding the Transfer of Equity • November 17th, 2009 • Concord Medical Services Holdings LTD
Upon friendly consultations, Party A, Party B and Party C have reached the following agreement in respect of the transfer by Party A of its equity interest hereunder:
THIS DEED OF AMENDMENT is made on September 14, 2009 BY:Deed of Amendment • November 17th, 2009 • Concord Medical Services Holdings LTD
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...Share Subscription Agreement • November 17th, 2009 • Concord Medical Services Holdings LTD • New York
AGREEMENT (this “Agreement”) dated as of February 5, 2008 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) Liu Haifeng, a PRC citizen with passport number G19230849 (“Mr. Liu”), (5) Steve Sun, a US citizen with passport number 203018867 (“Mr. Sun”), (6) Yang Jianyu, a PRC citizen with passport number G04036294 (“Mr. Yang”, together with Mr. Liu and Mr. Sun, the “Founders”), (7) Bona Liu, a New Zealand citizen with passport number EA713283, (“Ms. Liu”, together with Mr. Sun and Mr. Yang, the “Controlling Shareholders”), (8) Our Medical Services, Ltd., a company formed under the Laws of the British Virgin Islands (“OMS”), (9) Ascendium Group Limited, a company formed under the Laws of the British Virgin Islands (“AG
Medical Equipment Lease AgreementMedical Equipment Lease Agreement • November 17th, 2009 • Concord Medical Services Holdings LTD
In accordance with the principle of equality and fairness, Party A and Party B are willing to formulate this Lease Agreement (hereinafter referred to as this “Contract”) upon friendly consultation and hereby jointly comply with the following:
Form of Service-only Management AgreementService-Only Management Agreement • November 17th, 2009 • Concord Medical Services Holdings LTD
Based on the principle of equality and mutual benefits and upon friendly consultation, with respect to the entrustment to Party B by Party A of the management of the operation of the [ ] Center in Party A’s hospital, both Party A and Party B have reached the following agreement:
Form of Equipment Management Services Agreement (Project [ ])Equipment Management Services Agreement • November 17th, 2009 • Concord Medical Services Holdings LTD
Supplemental Agreement to the Service-only Management AgreementSupplemental Agreement • November 17th, 2009 • Concord Medical Services Holdings LTD
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 1st, 2008. In order to facilitate the Entrusted Party’s operation and management work, upon consultations, the Parties hereby enter into the Supplemental agreements for mutual compliance.
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,...Shareholder Agreement • November 17th, 2009 • Concord Medical Services Holdings LTD • New York
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”) dated as of October 20, 2008 among (i) Concord Medical Services Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), (ii) Carlyle Asia Growth Partners III, L.P., a limited partnership formed under the laws of the Cayman Islands (“CAGP”), (iii) CAGP III Co-Investment, L.P., a limited partnership formed under the laws of the Cayman Islands (“CAGP Co-Invest”, and together with CAGP, “Carlyle”), (iv) CICC Sun Company Limited, a company incorporated under the laws of the British Virgin Islands (“CICC Sun”), (v) Perfect Key Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“Perfect Key”, and together with CICC Sun, “CICC”), (vi) Starr Investments Cayman II, Inc., a corporation formed under the laws of the Cayman Islands (“Starr” and, together with Carlyle and CICC, the “Investors”), (vii) the Controlling Persons (as defined below), (viii) the Controll
Supplemental Agreement to the Cooperation Contract Concerning the Aohai Radiotherapy Treatment and Diagnosis Research CenterSupplemental Agreement • November 17th, 2009 • Concord Medical Services Holdings LTD
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 modulated radiotherapy (including the medical linear accelerator, the multi-leaf collimator, the CT simulated stereotactic system, and the 3-D therapy and planning system), that all of the funding shall be provided by Party B, and that Party A shall be responsible for handling the tendering procedures for the equipment and the construction work of the equipment room and therapy rooms and other relevant matters. Thereafter, due to the impact of SARS, the progress of the project has been hindered. NOW, THEREFORE, in order to procure, as soon as possible, smooth progress of the project, upon friendly consultations, the Parties hereby enter into the following supple
