EX-4.5






Exhibit 4.5




EXECUTION COPY




AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT




     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) Concord Medical Services
Holdings Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”).



W I T N E S S E T H :




     WHEREAS, the parties hereto entered into a Share Subscription Agreement dated as of February
5, 2008 (the “Agreement”) pursuant to which the Company agreed to issue and sell to each of CICC
and Carlyle and each of CICC and Carlyle agreed to subscribe for certain shares of the Company on
the terms and conditions set forth in the Agreement;



     WHEREAS, the parties hereto desire to amend the Agreement to reflect the changes set forth
herein.



     NOW, THEREFORE, the parties hereto agree as follows:



     Section 1. Amendments. (a) The Agreement is amended by adding the following definition to
Section 1.01:




     “Conversion Ratio” means the number of Ordinary Shares into which one Series A Share
is convertible pursuant to the Amended and Restated Memorandum and Articles.



     (b) The Agreement is amended by replacing the existing Sections 3.01(b)(iii) and 3.01(b)(iv)
with the following new Sections 3.01(b)(iii) and 3.01(b)(iv):



 









 







     (iii) Carlyle shall have the right, at its sole option, to convert the
Mandatory Convertible Loan into a number of Series A Shares (the “Conversion
Shares”) as follows:




     (A) Carlyle shall have the right, at its sole option, to convert
the Mandatory Convertible Loan into the Conversion Shares at any time
during a period starting from (and including) the day which immediately
follows the Closing Date to (and including) August 31, 2008. If Carlyle
exercises such conversion right, the Mandatory Convertible Loan shall be
converted into a number of Conversion Shares equal to (x) the
Pre-Conversion Shares multiplied by (y) a ratio, the numerator of which
is the Mandatory Loan Conversion Amount, and the denominator of which is
equal to (I) RMB1,100,000,000 minus (II) the Mandatory Loan Conversion
Amount, divided by (z) the then-effective Conversion Ratio; and




     (B) Carlyle shall have the right, at its sole option, to convert
the Mandatory Convertible Loan into the Conversion Shares at any time
during a period starting from (and including) the date on which the 2008
Audited Financial Statements are completed to (and including) April 29,
2009. If Carlyle exercises such conversion right, the Mandatory
Convertible Loan shall be converted into a number of Conversion Shares
equal to (x) the Pre-Conversion Shares multiplied by (y) a ratio, the
numerator of which is the Mandatory Loan Conversion Amount, and the
denominator of which is equal to (I) 10 times of the 2008 Net Income (as
defined below) minus (II) the Mandatory Loan Conversion Amount, divided
by (z) the then-effective Conversion Ratio.




     (iv) If the IPO Date occurs after August 31, 2008 but prior to the
completion of the 2008 Audited Financial Statements and the Mandatory Convertible
Loan is outstanding as of the IPO Date, the Mandatory Convertible Loan shall be
automatically converted, on the IPO Date, into a number of Series A Shares equal
to (x) the Pre-Conversion Shares multiplied by (y) a ratio, the numerator of
which is the Mandatory Loan Conversion Amount, and the denominator of which is
equal to (I) 10 times the projected consolidated after-tax net income of the
Company for the Company’s fiscal year ending December 31, 2008, as disclosed to
the public in the IPO (provided that the result of the calculation in this clause
(I) shall not exceed (a) the number of the outstanding Ordinary Shares
immediately prior to the IPO Date multiplied by (μ) the lower end of the last
price range disclosed to the public in



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connection with the IPO) minus (II) the Mandatory Loan Conversion Amount, divided
by (z) the then-effective Conversion Ratio.



     (c) The Agreement is amended by replacing the existing Section 3.02 with the following new
Section 3.02:




     Section 3.02. Optional Additional Investment. If the Company has not exercised the
Mandatory Additional Investment Right by March 31, 2008, Carlyle shall have the right (the
“Optional Additional Investment Right”) to purchase and subscribe for, at any time by
August 31, 2008, a number of Series A Shares (the “Additional Carlyle Purchased Shares”)
for US$20,000,000. The Additional Carlyle Purchased Shares shall equal to (x) the number
of outstanding Ordinary Shares as of the date of such purchase immediately prior to the
consummation of such purchase, calculated on a Fully-Diluted basis (which for the purposes
of this Section 3.02 shall exclude any Ordinary Shares issuable upon the exercise of any employee
stock options), multiplied by (y) a ratio, the numerator of which is equal to the RMB
equivalent of US$20,000,000 calculated with the spot exchange rate between US dollars and
RMB as quoted by the People’s Bank of China on the date of such purchase (the “Additional
Carlyle Purchase Price”), and the denominator of which is equal to (i) RMB1,100,000,000
minus (ii) the Additional Carlyle Purchase Price, divided by (z) the then-effective
Conversion Ratio. In order to exercise the Optional Additional Investment Right, Carlyle
shall deliver a written notice to the Company no later than 5 Business Days prior to the
proposed purchase date set forth in such notice.



     (d) The Agreement is amended by replacing the existing Section 4.04(a) with the following new
Section 4.04(a):




     (a) transfer to Carlyle free of charge a number of Ordinary Shares equal to (x) the
Conversion Shares or the Additional Carlyle Purchased Shares, as applicable, multiplied by
(y) the Conversion Ratio effective on the date the Mandatory Convertible Loan is converted
to Conversion Shares or the date Carlyle purchases the Additional Carlyle Purchased
Shares, as applicable, multiplied by (z) a ratio, the numerator of which is equal to (i)
RMB1,100,000,000 minus (ii) 10 times the 2008 Net Income, and the denominator of which is
equal to (I) 10 times the 2008 Net Income minus (II) the Mandatory Loan Conversion Amount
or the Additional Carlyle Purchase Price, as applicable; and



     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



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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.


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EXECUTION COPY




     IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first
written above.



	 	 	 	 	 
	 	CONCORD MEDICAL SERVICES HOLDINGS LTD.

 	 
	 	By:  	/s/ Yang Jianyu
 	 
	 	 	Name:  	Yang Jianyu 	 
	 	 	Title:  	 	 
	 
	 	ASCENDIUM GROUP LIMITED

 	 
	 	By:  	/s/ Yang Jianyu
 	 
	 	 	Name:  	Yang Jianyu 	 
	 	 	Title:  	 	 
	 
	 	OUR MEDICAL SERVICES LTD.

 	 
	 	By:  	/s/ Yang Jianyu
 	 
	 	 	Name:  	Yang Jianyu 	 
	 	 	Title:  	 	 
	 
	 	SHENZHEN AOHUA MEDICAL SERVICES CO., LTD.




 	 
	 	By:  	/s/ Yang Jianyu
 	 
	 	 	Name:  	Yang Jianyu 	 
	 	 	Title:  	 	 
	 	 	 
	 	/s/ Liu Haifeng
 	 
	 	Liu Haifeng, in his individual capacity 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	/s/ Steve Sun
 	 
	 	Steve Sun, in his individual capacity 	 
	 	 	 
	 	/s/ Yang Jianyu
 	 
	 	Yang Jianyu, in his individual capacity 	 
	 	 	 
	 	/s/ Bona Liu
 	 
	 	Bona Liu, in her individual capacity 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CICC SUN COMPANY LIMITED

 	 
	 	By:  	/s/ Shirley Shiyou Chen
 	 
	 	 	Name:  	Shirley Shiyou Chen 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CARLYLE ASIA GROWTH PARTNERS III, L.P.

 	 
	 	By:  	CAGP General Partner, L.P., as its General Partner
 	 
	 	 	 	 
	 	By:  	CAGP, Ltd., as the General Partner of CAGP General Partner, L.P.
 	 
	 	 	 
	 	By:  	/s/ Daniel A. D’Aniello
 	 
	 	 	Name:  	Daniel A. D’Aniello 	 
	 	 	Title:  	Director 	 



	 	 	 	 	 
	 	CAGP III CO-INVESTMENT, L.P.

 	 
	 	By:  	CAGP General Partner, L.P., as its General Partner
 	 
	 
	 	By:  	CAGP, Ltd., as the General Partner of CAGP General Partner, L.P.
 	 
	 	 	 	 
	 	By:  	/s/ Daniel A. D’Aniello
 	 
	 	 	Name:  	Daniel A. D’Aniello 	 
	 	 	Title:  	Director