EX-4.9






Exhibit 4.9




EXECUTION COPY




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,




STARR INVESTMENTS CAYMAN II, INC.




and




CERTAIN OTHER PERSONS NAMED HEREIN




 









 





TABLE OF CONTENTS






	 	 	 	 	 
	 	 	Page
	 
	ARTICLE 1 
	 	 	 	 
	 Definitions
	 	 	 	 
	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	2	 
	Section 1.02. Other Definitional and Interpretative Provisions
	 	 	12	 
	 
	 	 	 	 
	ARTICLE 2 
	 	 	 	 
	 Corporate Governance 
	 	 	 	 
	 
	 	 	 	 
	Section 2.01. Composition of the Board
	 	 	13	 
	Section 2.02. Removal
	 	 	13	 
	Section 2.03. Vacancies
	 	 	14	 
	Section 2.04. Meetings
	 	 	14	 
	Section 2.05. Action by the Board
	 	 	14	 
	Section 2.06. Memorandum and Articles
	 	 	15	 
	Section 2.07. Notice of Meeting
	 	 	15	 
	Section 2.08. Alternate
	 	 	15	 
	Section 2.09. No Liabilities
	 	 	15	 
	Section 2.10. Directors’ Indemnification; Insurance
	 	 	16	 
	Section 2.11. Subsidiary Governance
	 	 	16	 
	Section 2.12. Required Consents
	 	 	16	 
	Section 2.13. Nomination of Chief Financial Officer
	 	 	21	 
	 
	 	 	 	 
	ARTICLE 3 
	 	 	 	 
	 Restrictions on Transfer 
	 	 	 	 
	 
	 	 	 	 
	Section 3.01. General Restrictions on Transfer
	 	 	21	 
	Section 3.02. Restrictions on Transfer
	 	 	21	 
	 
	 	 	 	 
	ARTICLE 4 
	 	 	 	 
	 Preemptive Rights; Rights of First Refusal; Rights of First Offer; Tag-

along Rights; Put Rights
	 	 	 	 
	 
	 	 	 	 
	Section 4.01. Preemptive Rights
	 	 	23	 
	Section 4.02. Right of First Refusal
	 	 	24	 
	Section 4.03. Rights of First Offer
	 	 	27	 
	Section 4.04. Tag-Along Rights
	 	 	28	 
	Section 4.05. Drag-Along Rights
	 	 	31	 
	Section 4.06. Put Rights
	 	 	34	 






 









 






	 	 	 	 	 
	 	 	Page
	 
	ARTICLE 5 
	 	 	 	 
	 Registration Rights 
	 	 	 	 
	 
	 	 	 	 
	Section 5.01. Right to Participate in the QPO
	 	 	36	 
	Section 5.02. Registration Rights after the QPO
	 	 	37	 
	Section 5.03. Registration Procedures
	 	 	37	 
	Section 5.04. Indemnification by the Company
	 	 	41	 
	Section 5.05. Indemnification by Participating Shareholders
	 	 	41	 
	Section 5.06. Conduct of Indemnification Proceedings
	 	 	41	 
	Section 5.07. Contribution
	 	 	42	 
	Section 5.08. Other Indemnification
	 	 	43	 
	Section 5.09. Cooperation by the Company
	 	 	43	 
	 
	 	 	 	 
	ARTICLE 6 
	 	 	 	 
	 Certain Covenants and Agreements 
	 	 	 	 
	 
	 	 	 	 
	Section 6.01. Confidentiality
	 	 	43	 
	Section 6.02. Information Rights
	 	 	45	 
	Section 6.03. Inspection Right
	 	 	47	 
	Section 6.04. Books and Records
	 	 	47	 
	Section 6.05. Related Party Transactions
	 	 	47	 
	Section 6.06. QPO
	 	 	48	 
	Section 6.07. Notice by Controlling Shareholders
	 	 	48	 
	Section 6.08. Internal Control
	 	 	48	 
	Section 6.09. Rights upon Resignation of Key Man
	 	 	48	 
	Section 6.10. Conflicting Agreements
	 	 	49	 
	 
	 	 	 	 
	ARTICLE 7 
	 	 	 	 
	 Miscellaneous 
	 	 	 	 
	 
	 	 	 	 
	Section 7.01. Binding Effect; Assignability; Benefit
	 	 	49	 
	Section 7.02. Notices
	 	 	50	 
	Section 7.03. Waiver; Amendment; Termination
	 	 	52	 
	Section 7.04. Fees and Expenses
	 	 	52	 
	Section 7.05. Governing Law
	 	 	52	 
	Section 7.06. Jurisdiction
	 	 	52	 
	Section 7.07. WAIVER OF JURY TRIAL
	 	 	53	 
	Section 7.08. Specific Enforcement
	 	 	53	 
	Section 7.09. Counterparts; Effectiveness
	 	 	53	 
	Section 7.10. Entire Agreement
	 	 	53	 
	Section 7.11. Severability
	 	 	54	 
	Section 7.12. Joint Drafting
	 	 	54	 
	 
	 	 	 	 
	Exhibit A Joinder Agreement
	 	 	 	 







ii









 








AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT




     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 Controlling Shareholders (as defined below) and (ix) certain other Persons
listed on the signature pages hereof. “Investors” and “Controlling Shareholders” shall each mean,
if such entities or persons shall have Transferred any of their “Company Securities” to any of
their respective “Permitted Transferees” (as such terms are defined below), such entities or
persons and such Permitted Transferees, taken together, and (x) any right or action that may be
exercised or taken at the election of such entities or persons may be taken at the election of such
entities or persons and such Permitted Transferees (to the extent permitted by applicable laws) and
(y) any obligations that are imposed on such entities or persons shall be imposed on such entities
or persons and such Permitted Transferees (to the extent permitted by applicable laws).



W I T N E S S E T H :




     WHEREAS, the Company, Carlyle, CICC and some of the Other Shareholders are party to the
Shareholders’ Agreement dated as of April 2, 2008 (the “Original Shareholders’ Agreement”);



     WHEREAS, CZY, TOG and TMG (each as defined below) joined the Original Shareholders’ Agreement
as parties on October 8, 2008;



     WHEREAS, the Original Shareholders’ Agreement was amended by the Amendment to the
Shareholders’ Agreement dated as of October 8, 2008 by and among the Company, Carlyle, CICC and
other Persons party thereto (as amended, the “Existing Shareholders’ Agreement”);



     WHEREAS, Perfect Key joined the Existing Shareholders’ Agreement as party on October 8, 2008.



     WHEREAS, pursuant to the Share Subscription Agreement dated as of October 10, 2008 by and
among the Company, the Investors and certain other



 









 







Persons party thereto, as amended on October 20, 2008 (the “Series B Subscription Agreement”),
the Investors are subscribing for Series B redeemable convertible preferred shares, par value
US$0.01 per share, of the Company (the “Series B Shares”);



     WHEREAS, the parties hereto desire to enter into this Agreement to amend and restate the
Existing Shareholders’ Agreement in its entirety and to govern certain of their rights, duties and
obligations after consummation of the Series B Shares subscription.



     NOW, THEREFORE, in consideration of the covenants and agreements contained herein and in the
Series A Subscription Agreement and the Series B Subscription Agreement, the parties hereto agree
as follows:



ARTICLE 1

Definitions




     Section 1.01. Definitions. (a) The following terms, as used herein, have the following
meanings:



     “Affiliate” means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under common control with such Person, provided that no
securityholder of the Company shall be deemed an Affiliate of any other securityholder solely by
reason of any investment in the Company. For the purpose of this definition, the term “control”
(including, with correlative meanings, the terms “controlling”, “controlled by” and “under common
control with”), as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or otherwise.



     “Aggregate Ownership” means, with respect to any Shareholder or group of Shareholders, and
with respect to any class of Company Securities, the total amount of such class of Company
Securities “beneficially owned” (as such term is defined in Rule 13d-3 of the Exchange Act)
(without duplication) by such Shareholder or group of Shareholders as of the date of such
calculation, calculated on a Fully-Diluted basis.



     “Amendment No. 2 to Series A Share Subscription Agreement” means the Amendment No. 2 to Share
Subscription Agreement by and among the Company, CICC, Carlyle, the Controlling Shareholders and
the Group Companies dated as of the date hereof.



2









 





     “Amendment to Convertible Loan Agreement” means the Amendment to Convertible Loan Agreement by
and among the Company, Carlyle, the Controlling Shareholders and the Group Companies dated as of
the date hereof.



     “Board” means the board of directors of the Company.



     “Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks
in either the US, Hong Kong or the PRC are authorized or required by applicable law to close.



     “Change of Control” means such time as any “person” (as such term is used in Sections 3(a)(9)
and 13(d)(3) of the Exchange Act), other than (A) any Investor or any Other Shareholder or (B) any
“group” (within the meaning of such Section 13(d)(3)) of which one or more of the Investors and the
Other Shareholders constitute a majority (on the basis of ownership interest), acquires, directly
or indirectly, by virtue of the consummation of any purchase, merger or other combination,
securities of the Company representing more than 50% of the combined voting power of the Company’s
then outstanding voting securities with respect to matters submitted to a vote of the shareholders
generally.



     “Company Securities” means (i) the Ordinary Shares and the Preferred Shares, (ii) securities
convertible into or exchangeable for Ordinary Shares and/or Preferred Shares, (iii) any other
equity or equity-linked security issued by the Company and (iv) options, warrants or other rights
to acquire Ordinary Shares, Preferred Shares or any other equity or equity-linked security issued
by the Company.



     “Controlling Persons” means, collectively, the following Persons:



     (1) Mr. Cheng Zheng  a PRC citizen with passport number G14947877 (“Mr. Cheng”);



     (2) Mr. Yang Jianyu  a PRC citizen with passport number G04036294 (“Mr. Yang”);



     (3) Mr. Steven Xiaodi Sun, a US citizen with passport number 203018867 (“Mr. Sun”);



     (4) Mr. Zhang
Jing  a PRC citizen with passport number G10824344 (“Mr. Zhang”);



     (5) Mr. Yap Yaw Kong  a Malaysia citizen with passport number A15954913 (“Mr. Yap”);



3









 





     (6) Mr. Liu Haifeng (), a PRC citizen with passport number G19230849; and



     (7) Ms. Bona Lau, a New Zealand citizen with passport number EA713283 (“Ms. Lau”).



     “Controlling Shareholders” means, collectively, the following Persons:



     (1) CZY Investments Limited, a company incorporated under the laws of the British Virgin
Islands and a direct wholly owned Subsidiary of Mr. Cheng (“CZY”);



     (2) Daketala International Investment Holdings Ltd., a company incorporated under the laws of
the British Virgin Islands and a direct wholly owned Subsidiary of Mr. Yang (“Daketala”);



     (3) Dragon Image Investment Ltd., a company incorporated under the laws of the British Virgin
Islands and a direct wholly owned Subsidiary of Mr. Sun (“Dragon Image”);



     (4) Thousand Ocean Group Limited, a company incorporated under the laws of the British Virgin
Islands and a direct wholly owned Subsidiary of Mr. Zhang (“TOG”);



     (5) Top Mount Group Limited, a company incorporated under the laws of the British Virgin
Islands and a direct wholly owned Subsidiary of Mr. Yap (“TMG”); and



     (6) Notable Enterprise Limited, a company incorporated under the laws of the British Virgin
Islands and a direct wholly owned Subsidiary of Ms. Lau (“Notable”).



     “Convertible Loan Agreement” means the Convertible Loan Agreement by and among the Company,
Carlyle and other Persons specified therein dated as of April 10, 2008, as amended by the Amendment
to Convertible Loan Agreement.



     “Exchange Act” means the US Securities Exchange Act of 1934, as amended.



     “Fully-Diluted” means, with respect to any class of Company Securities, all outstanding shares
of such class and all shares issuable in respect of securities convertible into or exchangeable for
shares of such class, all share appreciation rights, options, warrants and other rights to purchase
or subscribe for such Company Securities or securities convertible into or exchangeable for such
Company Securities, provided that, if any of the foregoing share appreciation



4









 







rights, options, warrants or other rights to purchase or subscribe for such Company Securities
are subject to vesting, the Company Securities subject to vesting shall be included in the
definition of “Fully-Diluted” only upon and to the extent of such vesting.



     “Hong Kong” means the Hong Kong Special Administrative Region.



     “IFRS” means the International Financial Reporting Standards, as in effect from time to time.



     “Initial Ownership” means, with respect to any Shareholder and any class of Company
Securities, the Aggregate Ownership of such class by such Shareholder as of the date hereof, or in
the case of any Person that shall become a party to this Agreement on a later date, as of such
later date, in each case taking into account any share split, share dividend, reverse share split
or similar event.



     “IPO” means an initial public offering and listing of the Ordinary Shares (or, in lieu thereof
and as mutually agreed by the Investors and the Company, equity securities of (i) any holding
company holding the issued share capital of the Company or (ii) any Subsidiary of the Company) on
an internationally recognized stock exchange.



     “Key Men” means Mr. Cheng, Mr. Yang, Mr. Sun, Mr. Zhang and Mr. Yap.



     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge or other security interest or any preference,
priority or other security agreement or preferential arrangement of any kind or nature whatsoever
(including, any conditional sale or other title retention agreement and any financing lease having
substantially the same economic effect as any of the foregoing).



     “Material Adverse Effect” means a material adverse effect on the condition (financial or
otherwise), business, assets, results of operations or prospects of the Company and its
Subsidiaries, taken as a whole.



     “Ordinary Shares” means ordinary shares, par value US$0.01 per share, of the Company.



     “Other Shareholders” means the Shareholders other than the Investors.



     “Permitted Transferee” means,



     (A) with respect to CAGP or CAGP Co-Invest, (i) any of its general or limited partner (a
“Carlyle Partner”), and any company, partnership or other entity that is an Affiliate of CAGP or
CAGP Co-Invest or any Carlyle Partner



5









 




(collectively, “Carlyle Affiliates”), (ii) any managing director, general partner, director,
limited partner, officer or employee of Carlyle or any Carlyle Affiliate, or any spouse, lineal
descendant, sibling, parent, heir, executor, administrator, testamentary trustee, legatee or
beneficiary of any of the foregoing persons described in this clause (ii) (collectively, “Carlyle
Associates”), or (iii) any trust the ultimate beneficiaries of which, or any company, limited
liability company or partnership the ultimate shareholders, members or general or limited partners
of which, include only CAGP, CAGP Co-Invest, Carlyle Affiliates and/or Carlyle Associates;




     (B) with respect to CICC Sun or Perfect Key, (i) any of its shareholders, and any company,
partnership or other entity that is an Affiliate of CICC Sun or Perfect Key or any of its
shareholders (collectively, “CICC Affiliates”), (ii) any managing director, general partner,
director, limited partner, officer or employee of CICC or any CICC Affiliate, or any spouse, lineal
descendant, sibling, parent, heir, executor, administrator, testamentary trustee, legatee or
beneficiary of any of the foregoing persons described in this clause (ii) (collectively, “CICC
Associates”), or (iii) any trust the ultimate beneficiaries of which, or any company, limited
liability company or partnership the ultimate shareholders, members or general or limited partners
of which, include only CICC Sun, Perfect Key, CICC Affiliates and/or CICC Associates;



     (C) with respect to Starr, (i) any of its shareholders, and any company, partnership or other
entity that is an Affiliate of Starr or any of its shareholders (collectively, “Starr Affiliates”),
(ii) any managing director, general partner, director, limited partner, officer or employee of
Starr or any Starr Affiliate, or any spouse, lineal descendant, sibling, parent, heir, executor,
administrator, testamentary trustee, legatee or beneficiary of any of the foregoing persons
described in this clause (ii) (collectively, “Starr Associates”), or (iii) any trust the ultimate
beneficiaries of which, or any company, limited liability company or partnership the ultimate
shareholders, members or general or limited partners of which, include only Starr, Starr Affiliates
and/or Starr Associates; and



     (D) with respect to each of the Controlling Shareholders, (i) any company or other entity that
is wholly-owned, either directly or indirectly, by the Controlling Person who owns such Controlling
Shareholder as of the date hereof (collectively, “Controlling Shareholder Affiliates”), (ii) any
spouse, lineal descendant, sibling, parent, heir, executor, administrator, testamentary trustee,
legatee or beneficiary of such Controlling Person (collectively, “Controlling Shareholder
Associates”), or (iii) any trust the ultimate beneficiaries of which, or any company, limited
liability company or partnership the ultimate shareholders, members or general or limited partners
of which, include only such Controlling Person, such Controlling Shareholder Affiliates and/or such
Controlling Shareholder Associates.



6









 





     “Person” means an individual, corporation, limited liability company, partnership,
association, trust or other entity or organization, including a government or political subdivision
or an agency or instrumentality thereof.



     “PRC” means the People’s Republic of China, excluding, for purposes of this Agreement only,
Hong Kong, the Macau Special Administrative Region and Taiwan.



     “Preferred Shares” means the Series A Shares and the Series B Shares.



     “Put Trigger Event” means any of the following:




     (i) the Company has not completed a QPO by the third anniversary of the date hereof;




     (ii) any of the Key Men has resigned from the Company and its Subsidiaries, which
resignation, in the sole determination of a majority of the Investors, has resulted in or
would be likely to result in, a Material Adverse Effect; or




     (iii) the Company or any of its Subsidiaries has breached or failed to be in
compliance with any applicable laws that has had or would be reasonably likely to have, a
Material Adverse Effect.



     “QPO” means a firm-commitment underwritten IPO (i) led by internationally reputable
underwriters, approved by the Board (which shall include a majority of the Investor Directors), and
yielding a valuation of the Company at not less than US$450 million immediately prior to the
consummation of such IPO, or (ii) any other IPO approved by holders of at least 70% of the then
outstanding Series B Shares.



     “Rate of Return” means, at the time of calculation, the annual percentage rate, which when
utilized to calculate the present value of a series of cash inflows and the present value of a
series of cash outflows shall cause the present value of such cash inflows to equal the present
value of such cash outflows. The Rate of Return shall be compounded annually, calculated on a
daily basis based on a 360 day year, and shall be calculated in US dollars, with any cash inflow or
cash outflow denominated in a currency other than US dollars translated for purposes of the
calculation into US dollars at the Relevant Exchange Rate in effect as of the date of such cash
inflow or cash outflow.



     “Relevant Exchange Rate” means, (i) with respect to RMB and any calculation date, the spot
exchange rate between RMB and US dollars as quoted by the People’s Bank of China on such date, and
(ii) with respect to any other



7









 







currency and any calculation date, the “noon buying rate” for purchases of such currency on
such date published by the Federal Reserve Bank of New York.



     “Registrable Securities” means, at any time, any Shares and any securities issued or issuable
in respect of such Shares by way of conversion, exchange, share dividend, split or combination,
recapitalization, merger, consolidation, other reorganization or otherwise until (i) a registration
statement covering such Shares has been declared effective by the SEC and such Shares have been
disposed of pursuant to such effective registration statement or such Shares have been disposed of
pursuant to a registered public offering under analogous statute of another jurisdiction where the
QPO occurs or has occurred, (ii) such Shares are sold under circumstances in which all of the
applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities
Act or analogous rule at another jurisdiction where the QPO occurs or has occurred are met or (iii)
such Shares are otherwise Transferred, the Company has delivered a new certificate or other
evidence of ownership for such Shares not bearing the legend required pursuant to this Agreement
and such Shares may be resold without subsequent registration under the Securities Act or analogous
statute of another jurisdiction where the QPO occurs or has occurred.



     “Registration Expenses” means any and all expenses incident to the performance of or
compliance with any registration or marketing of securities, including all (i) registration and
filing fees, and all other fees and expenses payable in connection with the listing of securities
on any securities exchange or automated interdealer quotation system, (ii) fees and expenses of
compliance with any securities laws, (iii) expenses in connection with the preparation, printing,
mailing and delivery of any registration statements, prospectuses and other documents in connection
therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses,
(v) internal expenses of the Company (including all salaries and expenses of its officers and
employees performing legal or accounting duties), (vi) reasonable fees and disbursements of counsel
for the Company and customary fees and expenses for independent certified public accountants
retained by the Company (including the expenses relating to any comfort letters or costs associated
with the delivery by independent certified public accountants of any comfort letters), (vii)
reasonable fees and expenses of any special experts retained by the Company in connection with such
registration, (viii) reasonable fees, out-of-pocket costs and expenses of the Shareholders,
including one counsel for all of the Shareholders participating in the offering selected by all
such Shareholders in agreement, (ix) fees and expenses in connection with any review by the
Financial Industry Regulatory Authority of the underwriting arrangements or other terms of the
offering, and all fees and expenses of any “qualified independent underwriter,” including the fees
and expenses of any counsel thereto, (x) fees and disbursements of underwriters customarily paid by
issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions
attributable to the sale of Registrable Securities,



8









 




(xi) costs of printing and producing any agreements among underwriters, underwriting
agreements, any legal investment memoranda and any selling agreements and other documents in
connection with the offering, sale or delivery of the Registrable Securities, (xii) transfer
agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee
appointed in connection with such offering, (xiii) expenses relating to any analyst or investor
presentations or any “road shows” undertaken in connection with the registration, marketing or
selling of the Registrable Securities, (xiv) fees and expenses payable in connection with any
ratings of the Registrable Securities, including expenses relating to any presentations to rating
agencies and (xv) all out-of pocket costs and expenses incurred by the Company or its appropriate
officers.




     “RMB” means renminbi, the lawful currency of the PRC.



     “SEC” means the US Securities and Exchange Commission.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Series A Shares” means the Series A redeemable convertible preferred shares, par value
US$0.01 per share, of the Company.



     “Series A Subscription Agreement” means the Share Subscription Agreement by and among the
Company, Carlyle, CICC and other Persons specified therein dated as of February 5, 2008, as amended
by the Amendment to Share Subscription Agreement by and among the Company, Carlyle, CICC and other
Persons specified therein dated as of April 2, 2008 and the Amendment No. 2 to Series A Share
Subscription Agreement.



     “Shares” means Ordinary Shares, Series A Shares and Series B Shares.



     “Share Charge Agreements” means, collectively:



     (1) the two Share Charge Agreements by and among the Investors and CZY to be entered into
pursuant to the Series B Subscription Agreement,



     (2) the two Share Charge Agreements by and among the Investors and Daketala to be entered into
pursuant to the Series B Subscription Agreement,



     (3) the two Share Charge Agreements by and among the Investors and Dragon Image to be entered
into pursuant to the Series B Subscription Agreement,



     (4) the two Share Charge Agreements by and among the Investors and TOG to be entered into
pursuant to the Series B Subscription Agreement,



9









 






     (5) the two Share Charge Agreements by and among the Investors and TMG to be entered into
pursuant to the Series B Subscription Agreement, and



     (6) the two Share Charge Agreements by and among the Investors and Notable to be entered into
pursuant to the Series B Subscription Agreement.



     “Shareholder” means at any time, any Person (other than the Company) who shall then be a party
to or bound by this Agreement, so long as such Person shall “beneficially own” (as such term is
defined in Rule 13d-3 of the Exchange Act) any Company Securities.



     “Subsidiary” means, with respect to any Person, any entity of which securities or other
ownership interests having ordinary voting power to elect a majority of the board of directors or
other persons performing similar functions are at the time directly or indirectly owned by such
Person. For the avoidance of doubt, each of Chang’an Concord International Cancer Center
() and Beijing Proton Medical Center (), if established
and directly or indirectly owned by the Company prior to the date hereof, shall be considered a
Subsidiary of the Company for the purposes of this Agreement.



     “Third Party” means a prospective purchaser(s) of Company Securities in an arm’s-length
transaction from a Shareholder, other than a Permitted Transferee of such Shareholder.



     “Transaction Documents” means this Agreement, the Series B Subscription Agreement, the Series
A Subscription Agreement, the Share Pledge Agreements and the Second Amended and Restated
Memorandum and Articles and each and all other agreements, certificates or other documents required
to be executed by any of the foregoing.



     “Transfer” means, with respect to any Company Securities, (i) when used as a verb, to sell,
assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such Company
Securities or any participation or interest therein, whether directly or indirectly, or agree or
commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale,
assignment, disposition, exchange, pledge, encumbrance, hypothecation, or other transfer of such
Company Securities or any participation or interest therein or any agreement or commitment to do
any of the foregoing.



     “US” means the United States of America.



     “US dollars” or “US$” means the lawful currency of the US.



10









 





     “US GAAP” means generally accepted accounting principles in the US, as in effect from time to
time.



     (b) Each of the following terms is defined in the Section set forth opposite such term:



	 	 	 	 	 
	Term	 	Section
	Agreement
	 	Preamble
	CAGP
	 	Preamble
	CAGP Co-Invest
	 	Preamble
	Carlyle
	 	Preamble
	Carlyle Director
	 	 	2.01	(a)
	CICC
	 	Preamble
	CICC Director
	 	 	2.01	(a)
	CICC Sun
	 	Preamble
	Company
	 	Preamble
	Confidential Information
	 	 	6.01	(b)
	Damages
	 	 	5.04	 
	Drag-Along Portion
	 	 	4.05	(a)
	Drag-Along Rights
	 	 	4.05	(a)
	Drag-Along Sale
	 	 	4.05	(a)
	Drag-Along Sale Notice
	 	 	4.05	(a)
	Drag-Along Sale Notice Period
	 	 	4.05	(a)
	Drag-Along Sale Price
	 	 	4.05	(a)
	Drag-Along Seller
	 	 	4.05	(a)
	Drag-Along Transferee
	 	 	4.05	(a)
	Dragged Shareholders
	 	 	4.05	(a)
	Exercise Notice
	 	 	4.01	(b)
	Existing Shareholders’ Agreement
	 	Recitals
	Indemnified Party
	 	 	5.06	 
	Indemnifying Party
	 	 	5.06	 
	Inspectors
	 	 	5.03	(f)
	Investors
	 	Preamble
	Investors Directors
	 	 	2.01	(a)
	Issuance Notice
	 	 	4.01	(a)
	Major Shareholder
	 	 	4.01	(a)
	Maximum Offering Size
	 	 	5.01	(b)
	Original Shareholders’ Agreement
	 	Recitals
	Perfect Key
	 	Preamble
	Piggyback Registration
	 	 	5.01	(a)
	Pro Rata Share
	 	 	4.01	(a)
	Purchaser
	 	 	4.06	(b)
	Put Interest
	 	 	4.06	(b)
	Put Notice
	 	 	4.06	(c)
	Put Price
	 	 	4.06	(d)






11









 






	 	 	 	 	 
	Term	 	Section
	Put Right
	 	 	4.06	(b)
	Putting Shareholder
	 	 	4.06	(b)
	Records
	 	 	5.03	(f)
	Related Party
	 	2.12(hh)
	Related Party Transactions
	 	2.12(hh)
	Replacement Nominee
	 	 	2.03	(a)
	Representatives
	 	 	6.01	(b)
	ROFO Non-Selling Shareholders
	 	 	4.03	(a)
	ROFO Offer Notice
	 	 	4.03	(a)
	ROFO Offer Period
	 	 	4.03	(b)
	ROFO Offer Price
	 	 	4.03	(a)
	ROFO Offered Securities
	 	 	4.03	(a)
	ROFO Seller
	 	 	4.03	(a)
	ROFR Non-Selling Shareholders
	 	 	4.02	(a)
	ROFR Offer
	 	 	4.02	(a)
	ROFR Offer Notice
	 	 	4.02	(a)
	ROFR Offer Pro Rata Portion
	 	 	4.02	(b)
	ROFR Offer Price
	 	 	4.02	(a)
	ROFR Offered Securities
	 	 	4.02	(a)
	ROFR Shareholder
	 	 	4.02	(a)
	ROFR Seller
	 	 	4.02	(a)
	Series B Shares
	 	Recitals
	Series B Subscription Agreement
	 	Recitals
	Starr
	 	Preamble
	Starr Director
	 	 	2.01	(a)
	Tag-Along Notice
	 	 	4.04	(a)
	Tag-Along Notice Period
	 	 	4.04	(a)
	Tag-Along Offer
	 	 	4.04	(a)
	Tag-Along Portion
	 	 	4.04	(a)
	Tag-Along Response Notice
	 	 	4.04	(a)
	Tag-Along Right
	 	 	4.04	(a)
	Tag-Along Sale
	 	 	4.04	(a)
	Tag-Along Seller
	 	 	4.04	(a)
	Tagging Person
	 	 	4.04	(a)
	Top Management
	 	 	2.12	(f)






     Section 1.02. Other Definitional and Interpretative Provisions. The words “hereof”, “herein”
and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement. The captions herein are included for
convenience of reference only and shall be ignored in the construction or interpretation hereof.
References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and
Schedules of this Agreement unless otherwise specified. All



12









 




Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and
made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any
Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this
Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any
plural term the singular. Whenever the words “include”, “includes” or “including” are used in this
Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not
they are in fact followed by those words or words of like import. “Writing”, “written” and
comparable terms refer to printing, typing and other means of reproducing words (including
electronic media) in a visible form. References to any agreement or contract are to that agreement
or contract as amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof; provided that with respect to any agreement or contract listed on any schedules
hereto, all such amendments, modifications or supplements must also be listed in the appropriate
schedule. References to any Person include the successors and permitted assigns of that Person.
References from or through any date mean, unless otherwise specified, from and including or through
and including, respectively.




ARTICLE 2

Corporate Governance




     Section 2.01. Composition of the Board. (a) The Board shall consist of up to eleven
directors, of whom one shall be designated by Carlyle (the “Carlyle Director”), one shall be
designated by CICC (the “CICC Director”) and one shall be designated by Starr (the “Starr Director”
and, together with the Carlyle Director and the CICC Director, the “Investor Directors”).



     (b) Each Shareholder agrees that, if at any time it is then entitled to vote for the election
of directors to the Board, it shall vote its Shares or execute proxies or written consents, as the
case may be, and take all other necessary action (including causing the Company to call a general
meeting of shareholders) in order to ensure that the composition of the Board is as set forth in
this Section 2.01.



     (c) The Company agrees to cause each individual designated pursuant to Section 2.01(a) or
2.03 to be nominated to serve as a director on the Board, and to take all other necessary actions
(including calling a meeting of the Board and/or a general meeting of the shareholders) to ensure
that the composition of the Board is as set forth in this Section 2.01.



     Section 2.02. Removal. Each Shareholder agrees that, if at any time it is then entitled to
vote for the removal of directors from the Board, (i) it shall not vote any of its Shares in favor
of the removal of any director who shall have been



13









 







designated pursuant to Section 2.01(a) or 2.03, unless the Person or Persons entitled to
designate or nominate such director shall have consented to such removal in writing, and (ii) if
the Person or Persons entitled to designate any director pursuant to Section 2.01(a) or 2.03
shall request in writing the removal of such director, such Shareholder shall vote its Shares in
favor of such removal.



     Section 2.03. Vacancies. If, as a result of death, disability, retirement, resignation,
removal or otherwise, there shall exist or occur any vacancy on the Board:



     (a) the Person or Persons entitled under Section 2.01 to designate such director whose death,
disability, retirement, resignation or removal resulted in such vacancy may designate another
individual (the “Replacement Nominee”) to fill such vacancy and serve as a director on the Board;
and



     (b) subject to Section 2.01, each Shareholder agrees that if it is then entitled to vote for
the election of directors to the Board, it shall vote its Shares, or execute proxies or written
consents, as the case may be, in order to ensure that the Replacement Nominee be elected to the
Board.



     Section 2.04. Meetings. The Board shall hold a regularly scheduled meeting at least once
every calendar quarter. The Company shall pay all reasonable out-of-pocket expenses incurred by
each director in connection with attending regular and special meetings of the Board and any
committee thereof, and any such meetings of the board of directors of any Subsidiary of the Company
and any committee thereof.



     Section 2.05. Action by the Board. (a) A quorum of the Board shall consist of a majority of
the directors on the Board, with such majority including all Investor Directors. In the event that
a quorum is not established due to the absence of any Investor Director, a meeting may be
reconvened on the third Business Day after the date of the originally scheduled meeting and
attendance by such absent Investor Director shall not be required for the purposes of establishing
quorum at the reconvened meeting. The directors may attend a meeting either in person, by proxy,
by telephone or by similar communications equipment whereby all persons participating in the
meeting can hear each other.



     (b) Subject to Section 2.12, all resolutions of the Board shall require the affirmative vote
of at least a majority of the directors present at a duly-convened meeting of the Board at which a
quorum is present, provided that, a resolution in writing signed by a majority of all directors
(which majority shall include the same number of Investor Directors as the number of Investor
Directors required pursuant to this Agreement and the memorandum and articles of association of the
Company for a resolution adopted by the Board in a Board meeting) shall be as valid and effectual
as if such resolution had been passed at a meeting of the Board



14









 







duly convened and held so long as (x) a copy of such resolution has been given or the contents
thereof communicated to all the directors for the time being entitled to receive notices of Board
meetings in the same manner as notices of meetings are required to be given hereby and (y) no
director has objected to such resolution. Such written resolution may be contained in one document
or in several documents in like form each signed by one or more of the directors or alternate
directors and for this purpose a facsimile signature of a director or an alternate director shall
be treated as valid. If there is a vacancy on the Board and an individual has been nominated to
fill such vacancy, the first order of business shall be to fill such vacancy. Each director shall
have one (1) vote and each alternate or proxy shall have one (1) vote for every director whom he
represents, provided that if such alternate is himself a director then he shall have one (1) vote
for every director whom he represents in addition to any vote of his own.



     (c) The Board may create executive, compensation, audit and such other committees as it may
determine. Each Investor Director shall be entitled to sit on any committee created by the Board.



     Section 2.06. Memorandum and Articles. Each Shareholder agrees to vote its Shares or execute
proxies or written consents, as the case may be, and to take all other actions necessary, to ensure
that the memorandum and articles of the Company and the constituent documents of each of its
Subsidiaries (i) facilitate, and do not at any time conflict with, any provision of this Agreement
and (ii) permit each Shareholder to receive the benefits to which each such Shareholder is entitled
under this Agreement.



     Section 2.07. Notice of Meeting. The Company agrees to give each director written notice
(together with the agenda and material for discussion) for each meeting of the Board or any
committee thereof at least 10 Business Days prior to such meeting, unless the directors unanimously
waive such prior notice. The schedule of the Board meeting and all information related to the
matters to be discussed at the Board meeting shall be delivered along with the written notice.



     Section 2.08. Alternate. Each director shall be entitled to appoint any person to be his
alternate. An appointment and a termination of appointment of the alternate shall be by notice in
writing signed by such director and either (a) sent to the Company or (b) accepted by the Board by
resolution thereof at the relevant meeting. Any person appointed as alternate shall vacate his
office as such alternate if and when the director by whom he has been appointed removes him or
vacates office as director.



     Section 2.09. No Liabilities. Neither Carlyle, CICC nor Starr shall, by reason of its
ability to designate and cause the election of any member of the Board hereunder, or otherwise, be
subject to any liability or obligation whatsoever



15









 







with respect to the management and affairs of the Company or otherwise be or become
responsible for any debts, liabilities or obligations of the Company.



     Section 2.10. Directors’ Indemnification; Insurance. The articles of the Company and each of
its Subsidiaries shall at all times provide for the indemnification of the directors of the Company
and each of its Subsidiaries (including all Investor Directors and each director of any such
Subsidiary designated by any Investor pursuant to this Agreement) to the maximum extent permitted
by the law of the jurisdiction in which the Company or such Subsidiary, as applicable, is
organized. At the request of any of the Investor Directors, the Company shall promptly enter into
an indemnification agreement with such director with customary terms and conditions covering such
director. The Company shall, and shall cause each of its Subsidiaries to, obtain and pay for
directors’ insurance covering the directors of the Company and such Subsidiary, as applicable
(including all Investor Directors and each director of any such Subsidiary designated by any
Investor pursuant to this Agreement) promptly upon the request of the Investors.



     Section 2.11. Subsidiary Governance. The Company and each Shareholder agree that the board
of directors of each Subsidiary of the Company that are outside of the PRC shall be comprised of
the individuals who are serving as directors on the Board in accordance with Section 2.01. The
Company and each Shareholder agree that the board of directors of each wholly-owned Subsidiary of
the Company in the PRC shall be comprised of at least one of the Investor Directors (to the extent
requested by such Investor Director). Each Shareholder agrees to vote its Shares and to cause its
representatives on the Board to vote and take other appropriate action to effect the agreements in
this Section 2.11 in respect of any Subsidiary of the Company.



     Section 2.12. Required Consents. Notwithstanding any other provision herein to the contrary,
the Company shall not take any action (including any action by the Board or any committee of the
Board) after the date hereof with respect to any of the following matters without the affirmative
approval of a majority of the Board (which majority shall include all Investor Directors, other
than the matters set forth under clause 2.12(ee) with respect to which such majority shall include
a majority of the Investor Directors):



     (a) any merger, consolidation, reorganization (including conversion) or other business
combination involving the Company or any of its Subsidiaries (other than of a wholly owned
Subsidiary of the Company with or into another wholly owned Subsidiary of the Company) or any
acquisition of the Company or any of its Subsidiaries by another entity by means of any transaction
or series of related transactions,



16









 





     (b) any reorganization, recapitalization, reclassification, spin-off or combination of any
securities of the Company or any of its Subsidiaries (including any change to the registered
capital of any of its Subsidiaries formed under the laws of the PRC),



     (c) any amendment, alteration or repeal of any provision of the memorandum and articles of
association of the Company or similar constituent documents (including joint venture contracts and
related memorandum of understanding) of any of its Subsidiaries (in each case including in
connection with any merger, consolidation, business combination, reorganization (including
conversion) or other extraordinary corporate transaction) to the extent such amendment, alteration
or repeal changes in any material respects the rights, preferences or privileges of CICC, Carlyle
or Starr,



     (d) any material change in the business of the Company or any of its Subsidiaries,



     (e) any material change to the Board or the board of directors of any Subsidiary of the
Company, including any increase or decrease of the size of the Board or such board,



     (f) the termination of employment of, or the entering into of any employment agreement or
arrangement (or amendment or other modification thereto) with, the chairman of the board of
directors, the president, the chief executive officer, the chief financial officer, the chief
operating officer or individuals holding similar positions of the Company or any of its
Subsidiaries (the “Top Management”),



     (g) entry into any material plan for the future expansion of the Company or any of its
Subsidiaries,



     (h) any event or action that may lead to any change in the capital structure of the Company or
any of its Subsidiaries, including (i) direct or indirect purchase, redemption, retirement or other
acquisition of any capital share or registered capital, as applicable, of the Company or any of its
Subsidiaries or any obligation or security convertible or exchangeable into any such capital share,
(ii) any creation, authorization, increase in the authorized amount or issuance of shares of any
class or series of capital share or the registered capital, as applicable, of the Company or any of
its Subsidiaries, any obligation or security convertible into or exchangeable for shares of any
class or series of capital share of the Company or any of its Subsidiaries, or any options,
warrants or other rights to acquire any class or series of capital share of the Company or any of
its Subsidiaries (except for the issuance of Ordinary Shares upon the conversion of any Preferred
Shares pursuant to the memorandum and articles of the Company) and (iii) any issuance of debt
securities of the Company or any of its Subsidiaries,




17











 





     (i) any plan on the IPO or any material change thereto or the consummation of the IPO,



     (j) any approval or modification of the annual budget of the Company or any of its
Subsidiaries (including (i) detailed budget for the line items in the balance sheet, income
statement and statement cash flow of the Company or any of its Subsidiaries, (ii) budget for the
annual total salary of the employees of the Company or any of its Subsidiaries, the employee
benefits plans and the compensation, benefits and incentive plans for the Top Management of the
Company or any of its Subsidiaries and (iii) separate budget for certain lines items in the income
statement of the Company or any of its Subsidiaries, including R&D and advertisement), and
authorization of any expenditure by the Company or any of its Subsidiaries if as a result thereof
the aggregate amount of expenditures in any category would exceed 10% of the amount budgeted
therefor in the approved operating budget,



     (k) any acquisition, sale, lease or other material decisions regarding trademarks or other
intellectual property rights by the Company or any of its Subsidiaries,



     (l) the creation, incurrence, or assumption of any indebtedness of the Company or any of its
Subsidiaries after the date hereof (i) causing the total liabilities to total assets ratio of the
Company and its Subsidiaries, taken as a whole, to exceed 65% or (ii) after such total liabilities
to total assets ratio has exceeded 65%,



     (m) any change to the ownership of the Company Securities other than any Transfer of Ordinary
Shares by any Controlling Shareholder or its Permitted Transferees to the Investors pursuant to
Article 4 of the Series A Subscription Agreement, Article 3 of the Series B Subscription Agreement,
Section 11.06 of the Convertible Loan Agreement, Section 6.09 of this Agreement, the Share Charge
Agreements or any Transfer expressly permitted or required pursuant to this Agreement,



     (n) any loans or advances to, or guarantees for the benefit of, any shareholder, director,
member of the Top Management or their respective Affiliates by the Company or any of its
Subsidiaries, other than advances (i) to any such Person up to an aggregate outstanding amount of
RMB100,000 for each such Person at anytime and (ii) in an aggregate amount for all such Persons not
exceeding the amount expressly specified in the budget approved by the Board pursuant to Section
2.12(j),



     (o) any increase in the salary of any of the five most highly compensated employees of the
Company or any of its Subsidiaries by more than 15% in any 12-month period,



18









 





     (p) (i) the adoption of, or any amendment or other modification to, any share option plan,
employee share ownership plan or share purchase or restricted share or share appreciation rights
plan, or (ii) any issuance of Ordinary Shares to any employees of the Company or any of its
Subsidiaries other than pursuant to any such plan approved by the Board pursuant to Section
2.12(j),



     (q) (i) any direct or indirect purchase or other acquisition by the Company or any of its
Subsidiaries of any notes, obligations, instruments, share securities or ownership interest
(including any partnership, limited liability and joint venture interest) of any Person (including
the Company or any of its Subsidiaries) and (ii) any capital contribution by the Company or any of
its Subsidiaries to any Person (including the Company or any of its Subsidiaries),



     (r) any formation, acquisition or sale of any Subsidiaries by the Company or any of its
Subsidiaries,



     (s) any acquisition, sale, transfer, lease, pledge or other disposition by the Company or any
of its Subsidiaries (in a single transaction or a series of related transactions) of any assets,
business or operations in the aggregate with a value of more than RMB15,000,000 (other than as
expressly specified in the annual budget approved by the Board pursuant to Section 2.12(j),



     (t) the creation of any Lien on the assets or properties of the Company or any of its
Subsidiaries with an aggregate value exceeding RMB20,000,000 in connection with any bank loans,



     (u) the declaration or payment of any dividend or other distribution upon any capital share of
the Company or any of its Subsidiaries (other than (i) dividends and distributions to the Company
or a wholly owned Subsidiary of the Company by a wholly owned Subsidiary of the Company and (ii)
dividends on the Preferred Shares paid pursuant to the memorandum and articles of the Company),



     (v) the adoption, announcement or amendment of the loss recovery plan or any plan in
connection with the reserve fund, enterprise expansion fund and bonus and welfare fund for
employees,



     (w) any adjustment to the operating budget of the Company or any of its Subsidiaries upon the
official written request of the Company; provided that any such consent granted by the Board
pursuant to this Section 2.12(w) shall be considered also a consent by the Board to the
corresponding adjustment to the annual budget pursuant to Section 2.12(j),



     (x) any prepayment of purchase price in connection with purchase of goods and services by the
Company or any of its Subsidiaries to any single



19









 







supplier, individually or together with any other prepayment to such supplier, in an amount
exceeding RMB9,000,000 (excluding any payment after the receipt and acceptance of purchased goods
and services but prior to the receipt of the related invoices or receipts),



     (y) any loans or advances to, or guarantees for the benefit of, any entity which is an
Affiliate of the Company (other than the wholly-owned Subsidiaries of the Company) by the Company
or any of its Subsidiaries in an amount exceeding RMB1,000,000 to any single entity or in an
aggregate amount to all such entities exceeding RMB2,000,000 in any fiscal year,



     (z) any loans or advances to any entity that is not an Affiliate of the Company by the Company
or any of its Subsidiaries in an amount exceeding RMB500,000 to any single entity or in an
aggregate amount to all such entities exceeding RMB1,000,000 in any fiscal year (other than advance
trade payments in the ordinary course of business),



     (aa) any use or lease by any Person other than the Company or its Subsidiaries free of charge
or at a price lower than the market price of the assets and properties of the Company or any of its
Subsidiaries with an aggregate fair market value exceeding RMB5,000,000,



     (bb) any indemnity to third party(ies) (i) causing the cumulative amount of indemnity to all
third parties to exceed RMB100,000 or (ii) after the cumulative amount of indemnity to all third
parties has exceeded RMB100,000,



     (cc) any guarantees for the benefit of any entity that is not an Affiliate of the Company,



     (dd) any donation or sponsorship in an amount exceeding RMB1,000,000 or in an aggregate amount
of RMB3,000,000 in any fiscal year by the Company and its Subsidiaries (other than donation or
sponsorship set forth in the annual budget approved by the Board pursuant to Section 2.12(j)),



     (ee) the appointment and removal of the Company’s independent auditors,



     (ff) any decisions on any matters relating to any material litigation,



     (gg) any liquidation, dissolution, winding up, commencement of bankruptcy, insolvency,
liquidation or similar proceedings with respect to the Company or any of its Subsidiaries,



     (hh) any payment by the Company or any of its Subsidiaries to, or any sale, lease, transfer or
other disposition of any properties or assets of the Company or any of its Subsidiaries to, or any
purchase, lease or other acquisition



20









 







by the Company or any of its Subsidiaries of any properties or assets from, or any other
transaction, contract, agreement, loan, advance or guarantee with or for the benefit of, any
shareholder, director, officer, employee or any Affiliate of the foregoing, any Affiliate of the
Company or any of its Subsidiaries or the shareholder, director, officer or employee of such
Affiliate (each a “Related Party”) (other than transactions between the Company and any of its
wholly owned Subsidiaries or between any wholly owned Subsidiary of the Company and any other
wholly owned Subsidiary of the Company) (each a “Related Party Transaction”), and



     (ii) any agreement, indenture or other instrument that contains any provision that would
restrict either (i) the payment of dividends on, or the redemption of, the Series A Shares and
Series B Shares when due to the full extent required by the terms thereof or (ii) the right of
Carlyle, CICC and Starr under Section 4.06(g).



     Section 2.13. Nomination of Chief Financial Officer. The Chief Financial Officer of the
Company shall be nominated by Carlyle, CICC and Starr in consultation with the Company. The
Company shall not appoint any individual as the Chief Financial Officer of the Company except for
an individual nominated by Carlyle, CICC and Starr. Carlyle, CICC and Starr shall have the right,
in consultation with the Company, to determine the compensation of the Chief Financial Officer of
the Company.



ARTICLE 3

Restrictions on Transfer




     Section 3.01. General Restrictions on Transfer. (a) Each Shareholder agrees that it shall
not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any
Company Securities), except in compliance with the Securities Act, any other applicable securities
or “blue sky” laws, and the terms and conditions of this Agreement.



     (b) Any attempt to Transfer any Company Securities not in compliance with this Agreement shall
be null and void, and the Company shall not, and shall cause any transfer agent not to, give any
effect in the Company’s register of members to such attempted Transfer.



     Section 3.02. Restrictions on Transfer. (a) Each Other Shareholder agrees that, without the
prior written consent of each Investor, it shall not directly or indirectly Transfer any Company
Securities (or solicit any offers in respect of any Transfer of any Company Securities) prior to
the completion of the QPO.



21









 





     (b) Each Controlling Shareholder agrees that within the two years following the completion of
the QPO, so long as the Aggregate Ownership of Ordinary Shares by any Investor is at least 20% of
such Investor’s Initial Ownerships of Ordinary Shares, without the prior written consent of such
Investor, such Controlling Shareholder shall not directly or
indirectly Transfer (α) in any single
transaction or in a series of transactions, whether or not related, Company Securities representing
50% or more of its Initial Ownership of Ordinary Shares or
(β) any Company Securities if the
Controlling Shareholders have Transferred an aggregate amount of Company Securities representing
20% or more of their aggregate Initial Ownership of Ordinary Shares, except for Transfers (i)
pursuant to Article 4 of the Series A Subscription Agreement, (ii) pursuant to Article 3 of the
Series B Subscription Agreement, (iii) pursuant to Section 11.06 of the Convertible Loan Agreement,
(iv) pursuant to Section 6.09 of this Agreement, (v) to transferees pursuant to the Share Charge
Agreements, (vi) to any employees of the Company or its Subsidiaries as share based compensation or
incentive, (vii) to any other Controlling Shareholder or the Permitted Transferees of any other
Controlling Shareholder or (viii) to any Permitted Transferee of such Controlling Shareholder,
provided that (A) such Permitted Transferee shall have agreed in writing to be bound by the terms
of this Agreement in the form of Exhibit A attached hereto and (B) if such Permitted Transferee
ceases to be a Permitted Transferee of such Controlling Shareholder, the Company Securities
previously Transferred shall be immediately Transferred, to the extent permitted by applicable
laws, to such Controlling Shareholder or another Person who qualifies as a Permitted Transferee of
such Controlling Shareholder. Any such Transfer by the Controlling Shareholders shall be subject
to (i) the rules and regulations of the stock exchange where the QPO takes place and (ii) the
applicable laws in the jurisdiction in which such stock exchange is located.



     (c) Each Other Shareholder agrees that it shall not directly or indirectly Transfer any
Company Securities if as a result of such Transfer there shall be a Change of Control, unless such
Transfer is otherwise permitted under this Agreement and the transferee agrees to purchase all
Company Securities then held by the Investors at a price agreed to by the Investors.



     (d) Sections 3.02(a) through 3.02(c) shall apply mutatis mutandis to any direct or indirect
Transfer by any Controlling Person of any equity interests in the relevant Controlling Shareholder.



22









 





ARTICLE 4

Preemptive Rights; Rights of First Refusal; Rights of First Offer; Tag-along Rights; Put Rights




     Section 4.01. Preemptive Rights. (a) The Company shall give each Shareholder notice (an
“Issuance Notice”) of any proposed issuance by the Company of any Company Securities at least 30
Business Days prior to the proposed issuance date. The Issuance Notice shall specify the price at
which such Company Securities are to be issued and the other material terms of the issuance.
Subject to Section 4.01(f) below, each of the Controlling Shareholder and the Investors (a “Major
Shareholder”) shall be entitled to purchase up to such Major Shareholder’s Pro Rata Share of the
Company Securities proposed to be issued, at the price and on the terms specified in the Issuance
Notice. “Pro Rata Share” means, with respect to any Major Shareholder, the fraction that results
from dividing (i) such Major Shareholder’s Aggregate Ownership (immediately before giving effect to
such issuance) of Ordinary Shares by (ii) the Aggregate Ownership (immediately before giving effect
to such issuance) of Ordinary Shares by all Shareholders.



     (b) Each Major Shareholder who desires to purchase any or all of its Pro Rata Share of the
Company Securities specified in the Issuance Notice shall deliver notice to the Company (each an
“Exercise Notice”) of its election to purchase such Company Securities within 10 Business Days of
receipt of the Issuance Notice. The Exercise Notice shall specify the number of Company Securities
to be purchased by such Major Shareholder and shall constitute exercise by such Major Shareholder
of its rights under this Section 4.01 and a binding agreement of such Major Shareholder to
purchase, at the price and on the terms specified in the Issuance Notice, the number of shares (or
amount) of Company Securities specified in the Exercise Notice. If, at the termination of such
10-Business-Day period, any Major Shareholder shall not have delivered an Exercise Notice to the
Company, such Major Shareholder shall be deemed to have waived all of its rights under this
Section 4.01 with respect to the purchase of such Company Securities. Promptly following the
termination of such 10-Business Day period, the Company shall deliver to each Major Shareholder a
copy of all Exercise Notices it received.



     (c) If any Major Shareholder fails to exercise its preemptive rights under this Section 4.01
or elects to exercise such rights with respect to less than such Major Shareholder’s Pro Rata
Share, the Company shall, within 2 Business Days after the expiration of the 10-Business-Day
period, notify each other Major Shareholder who has delivered an Exercise Notice to exercise its
rights to purchase its entire Pro Rata Share, that such other Major Shareholder shall be entitled
to purchase from the Company its pro rata portion (which means the fraction that results from
dividing (i) such Major Shareholder’s Aggregate Ownership (immediately before giving effect to such
issuance) of Ordinary



23









 







Shares by (ii) Aggregate Ownership (immediately before giving effect to such issuance) of
Ordinary Shares of all Major Shareholders exercising in full their preemptive rights with respect
to their respective Pro Rata Shares) of such Company Securities with respect to which the first
mentioned Major Shareholder shall not have exercised its preemptive rights by delivering to the
Company a written notice within 5 Business Days of receiving such further offer which shall set
forth the number (or amount) of Company Securities to be purchased by such other Major Shareholder
in such further offer. The Company shall continue to offer additional pro rata portions to Major
Shareholders choosing to purchase their full pro rata portions of such Company Securities pursuant
to this Section 4.01(c) until (i) all Company Securities proposed to be issued by the Company and
with respect to which Major Shareholders were entitled to exercise their rights under this Section
4.01 have been purchased by Major Shareholders or (ii) all Major Shareholders have purchased the
maximum number of Company Securities indicated in their respective Exercise Notice and other
notices delivered in response to further offers pursuant to this Section 4.01(c), whichever is
earlier.



     (d) The Company shall have 90 days from the date of the Issuance Notice to consummate the
proposed issuance of any or all of such Company Securities that the Major Shareholders have not
elected to purchase at the price and upon terms that are not materially less favorable to the
Company than those specified in the Issuance Notice. If the Company proposes to issue any such
Company Securities after such 90-day period, it shall again comply with the procedures set forth in
this Section 4.01.



     (e) At the consummation of the issuance of such Company Securities, the Company shall issue
certificates representing the Company Securities to be purchased by each Major Shareholder
exercising preemptive rights pursuant to this Section 4.01, registered in the name of such Major
Shareholder and a copy of the updated register of members of the Company reflecting the ownership
of such Company Securities by such Major Shareholder, certified by a director of the Company as a
true copy, against payment by such Major Shareholder of the purchase price for such Company
Securities in accordance with the terms and conditions as specified in the Issuance Notice.



     (f) Notwithstanding the foregoing, no Major Shareholder shall be entitled to purchase Company
Securities as contemplated by this Section 4.01 in connection with issuances of Company Securities
(i) to employees of the Company or any Subsidiary of the Company pursuant to employee benefit plans
or arrangements approved by the Board pursuant to Section 2.12(p) (including upon the exercise of
employee share options granted pursuant to any such plans or arrangements) or (ii) pursuant to the
QPO.



     Section 4.02. Right of First Refusal. (a) If, at any time prior to the QPO, any Shareholder
other than the Investors (the “ROFR Shareholder”) receives



24









 







from or otherwise negotiates with a Third Party an offer to purchase any or all of the Company
Securities owned or held by such ROFR Shareholder (a “ROFR Offer”) and such ROFR Shareholder (a
“ROFR Seller”) intends to pursue such Transfer of such Company Securities to such Third Party and
such Transfer is permitted by Article 3, such ROFR Seller shall give notice (a “ROFR Offer
Notice”) to each other Shareholder (a “ROFR Non-Selling Shareholder”) that such ROFR Seller desires
to accept the ROFR Offer and that sets forth the number and kind of Company Securities (the “ROFR
Offered Securities”), the price per share that such ROFR Seller proposes to be paid for such ROFR
Offered Securities (the “ROFR Offer Price”) and all other material terms and conditions of the ROFR
Offer.



     (b) The giving of a ROFR Offer Notice to the ROFR Non-Selling Shareholders shall constitute an
offer by such ROFR Seller to Transfer the ROFR Offered Securities, in whole and not in part, to the
ROFR Non-Selling Shareholders, at the ROFR Offer Price and on the other terms set forth in the ROFR
Offer Notice. Such offer may be accepted at the ROFR Offer Price by each of the ROFR Non-Selling
Shareholders on a pro rata basis based on the ROFR Offer Pro Rata Portion of such ROFR Non-Selling
Shareholder. Such offer shall be irrevocable for 30 Business Days after receipt of such ROFR Offer
Notice by each ROFR Non-Selling Shareholder. Each ROFR Non-Selling Shareholder shall have the
right to accept such offer (as provided above) within such 30 Business-Day period. The offer may
be accepted by giving an irrevocable notice of acceptance to such ROFR Seller prior to the
expiration of such 30 Business-Day period. “ROFR Offer Pro Rata Portion” means, with respect to
each ROFR Non-Selling Shareholder, the fraction that results from dividing (i) such ROFR
Non-Selling Shareholder’s Aggregate Ownership of Ordinary Shares, by (ii) the Aggregate Ownership
of Ordinary Shares by all ROFR Non-Selling Shareholders.



     If any ROFR Non-Selling Shareholder receiving the ROFR Offer Notice elects not to purchase
ROFR Offered Securities, the ROFR Seller shall, within one Business Day after the expiration of the
initial 30 Business-Day period, give notice to all ROFR Non-Selling Shareholders that did accept
the initial offer, informing them that they have the right to increase the number of ROFR Offered
Securities that they accepted pursuant to the initial offer. Each such ROFR Non-Selling
Shareholder shall then have five Business Days in which to accept such second offer, by giving
notice of acceptance to the ROFR Seller prior to the expiration of such five Business-Day period,
as to all of such ROFR Non-Selling Shareholder’s portion of the ROFR Offered Securities not
accepted pursuant to the initial offer (on the basis of such ROFR Non-Selling Shareholder’s ROFR
Offer Pro Rata Portion compared to the ROFR Offer Pro Rata Portions of all other ROFR Non-Selling
Shareholders receiving the second offer) plus any additional portion not accepted by any other ROFR
Non-Selling Shareholder during such five Business-Day period.



25









 





     If any ROFR Non-Selling Shareholder fails to notify the ROFR Seller prior to the expiration of
the initial 30 Business-Day period or the second five Business-Day period, as applicable, referred
to above, it shall be deemed to have declined the initial offer or the second offer, as applicable.



     (c) If any ROFR Non-Selling Shareholder has accepted the initial offer or the second offer, as
the case may be, such ROFR Non-Selling Shareholder shall purchase and pay, by bank or certified
check (in immediately available funds), for all ROFR Offered Securities that it has accepted to
purchase, within 30 Business Days after the expiration of the initial 30 Business-Day period or the
second five Business-Day period, as applicable, provided that, if the Transfer of such ROFR Offered
Securities is subject to any prior regulatory approval, the time period during which such Transfer
may be consummated shall be extended until the expiration of five Business Days after all such
approvals shall have been received.



     (d) If the ROFR Non-Selling Shareholders fail to exercise their rights of first refusal
hereunder with respect to any ROFR Offered Securities, the ROFR Seller shall have a 120-day period
following the expiration of the initial 30 Business-Day period or the second five Business-Day
period, as applicable, during which to effect a Transfer to the Third Party making the ROFR Offer
of any or all of the ROFR Offered Securities on the same or more favorable (as to the ROFR Seller)
terms and conditions as were set forth in the ROFR Offer Notice at a price not less than the ROFR
Offer Price, provided that (A) such Third Party shall have agreed in writing to be bound by the
terms of this Agreement and (B) the Transfer to such Third Party is not in violation of applicable
securities laws. If the ROFR Seller does not consummate the Transfer of the ROFR Offered
Securities within such 120-day period, then the right of the ROFR Seller to Transfer such ROFR
Offered Securities shall terminate and the ROFR Seller shall again comply with the procedures set
forth in this Section 4.02 with respect to any proposed Transfer of Company Securities to a Third
Party.



     (e) A ROFR Seller may Transfer ROFR Offered Securities in accordance with Section 4.02(d)
for consideration other than cash only if such ROFR Seller has first obtained and delivered to each
ROFR Non-Selling Shareholder an opinion of a mutually agreed upon investment banking firm of
international standing indicating that the fair market value of the non-cash consideration that
such ROFR Seller proposes to accept as consideration for such ROFR Offered Securities, together
with any cash consideration, is at least equal to, on a per share basis, the ROFR Offer Price.



     (f) Sections 4.02(a) through 4.02(e) shall apply mutatis mutandis to any direct or
indirect Transfer by any Controlling Person of any equity interests in the relevant Controlling
Shareholder.



26









 





     (g) The provisions of this Section 4.02 shall not apply to any Transfer by any Controlling
Shareholder (i) pursuant to Article 4 of the Series A Subscription Agreement, (ii) pursuant to
Article 3 of the Series B Subscription Agreement, (iii) pursuant to Section 11.06 of the
Convertible Loan Agreement, (iv) pursuant to Section 6.09 of this Agreement, (v) to Permitted
Transferees of such Controlling Shareholder or (vi) to transferees pursuant to the Share Charge
Agreements.



     Section 4.03. Rights of First Offer. (a) If, at any time prior to the QPO, any Investor (the
“ROFO Seller”) desires to Transfer any Company Securities to a Third Party, such ROFO Seller shall
give notice (a “ROFO Offer Notice”) to the other Shareholders (the “ROFO Non-Selling Shareholders”)
that such ROFO Seller desires to make such a Transfer and that sets forth the number and kind of
Company Securities proposed to be Transferred by the ROFO Seller (the “ROFO Offered Securities”),
the cash price per share that such ROFO Seller proposes to be paid for such ROFO Offered Securities
(the “ROFO Offer Price”) and any other material terms sought by the ROFO Seller.



     (b) The giving of a ROFO Offer Notice to the ROFO Non-Selling Shareholders shall constitute an
offer by such ROFO Seller to Transfer the ROFO Offered Securities, in whole and not in part, (i)
first, to the other Investors and (ii) secondly, to the extent the other Investors have not
purchased all ROFO Offered Securities pursuant to this Section within the first two Business Days
of the ROFO Offer Period, to the other ROFO Non-Selling Shareholders, in each case at the ROFO
Offer Price and on the other terms set forth in the ROFO Offer Notice. Such offer may be accepted
at the ROFO Offer Price (i) first, by each other Investors on a pro rata basis (calculated by
dividing (x) such other Investor’s Aggregate Ownership of Ordinary Shares by (y) the Aggregate
Ownership of Ordinary Shares by all Investors other than the ROFO Seller); and (ii) secondly, to
the extent the other Investors have not purchased all ROFO Offered Securities pursuant to this
Section within the first two Business Days of the ROFO Offer Period, by each of the ROFO
Non-Selling Shareholders who is not an Investor, on a pro rata basis (calculated by dividing (x)
such ROFO Non-Selling Shareholder’s Aggregate Ownership of Ordinary Shares by (y) the Aggregate
Ownership of Ordinary Shares by all such ROFO Non-Selling Shareholders). Such offer shall be
irrevocable for five Business Days (the “ROFO Offer Period”) after receipt of such ROFO Offer
Notice by each ROFO Non-Selling Shareholder. Each ROFO Non-Selling Shareholder shall have the
right to accept such offer (as provided above) by giving an irrevocable notice of acceptance to
such ROFO Seller prior to the expiration of the ROFO Offer Period.



     (c) If the ROFO Non-Selling Shareholders have elected to purchase all of the ROFO Offered
Securities, the ROFO Non-Selling Shareholders shall purchase and pay, by bank or certified check
(in immediately available funds), for



27









 







all ROFO Offered Securities within five Business Days after the date on which all such ROFO
Offered Securities have been accepted.



     (d) Upon the earlier to occur of (i) full rejection of the ROFO Offer by all recipients
thereof and (ii) the expiration of the ROFO Offer Period without ROFO Non-Selling Shareholders
electing to purchase all of the ROFO Offered Securities, the ROFO Seller shall have a 120-day
period during which to effect a Transfer of any or all of the ROFO Offered Securities on terms that
are not materially less favorable (as to the ROFO Seller) as were set forth in the ROFO Offer
Notice, provided that, if the Transfer is subject to regulatory approval, such 120-day period shall
be extended until the expiration of five Business Days after all such approvals shall have been
received, but in no event shall such period be extended for more than an additional one hundred and
fifty (150) days. If the ROFO Seller does not consummate the Transfer of the ROFO Offered
Securities in accordance with the foregoing time limitations, then the right of the ROFO Seller to
effect the Transfer of such ROFO Offered Securities pursuant to this Section 4.03(d) shall
terminate and the ROFO Seller shall again comply with the procedures set forth in this Section
4.03 with respect to any proposed Transfer of Company Securities to a Third Party.



     (e) The provisions of this Section 4.03 shall not apply to any Transfer of Company Securities
by any Investor (i) in the QPO or (ii) to any Permitted Transferee of such Investor.



     Section 4.04. Tag-Along Rights. (a) If a Shareholder other than the Investors (the
“Tag-Along Seller”) proposes to Transfer to a Person other than its Permitted Transferees, in a
transaction otherwise permitted by Article 3, any Company Securities and the Investors have
declined or failed to exercise their rights of first refusal with respect to such Company
Securities pursuant to Section 4.02 (a “Tag-Along Sale”),




     (i) the Tag-Along Seller shall provide the Investors notice of the terms and
conditions of such proposed Transfer (“Tag-Along Notice”) and offer each Tagging Person
the opportunity to participate in such Transfer in accordance with this Section 4.04, and




     (ii) each of the Investors who have declined or failed to exercise its rights of
first refusal with respect to such Company Securities pursuant to Section 4.02 may elect,
at its option, to participate in the proposed Transfer in accordance with this Section
4.04 (each such electing Shareholder, a “Tagging Person”).



     The Tag-Along Notice shall identify the number and class of Company Securities proposed to be
sold by the Tag-Along Seller and all other Company Securities subject to the offer (“Tag-Along
Offer”), the consideration for which



28









 







the Transfer is proposed to be made, and all other material terms and conditions of the
Tag-Along Offer, including the form of the proposed agreement, if any, and a firm offer by the
proposed transferee to purchase Company Securities from the Tagging Persons in accordance with this
Section 4.04.



     From the date of its receipt of the Tag-Along Notice, each Tagging Person shall have the right
(a “Tag-Along Right”), exercisable by notice (“Tag-Along Response Notice”) given to the Tag-Along
Seller within 15 Business Days after its receipt of the Tag-Along Notice (the “Tag-Along Notice
Period”), to request that the Tag-Along Seller include in the proposed Transfer up to a number of
Company Securities representing such Tagging Person’s Tag-Along Portion, provided that each Tagging
Person shall be entitled to include in the Tag-Along Sale no more than its Tag-Along Portion of
Company Securities and the Tag-Along Seller shall be entitled to include the number of Company
Securities proposed to be Transferred by the Tag-Along Seller as set forth in the Tag-Along Notice
(reduced, to the extent necessary, so that each Tagging Person shall be able to include its
Tag-Along Portion and such additional Company Securities as permitted by Section 4.04(d)). Each
Tag-Along Response Notice shall include wire transfer or other instructions for payment or delivery
of the purchase price for the Company Securities to be sold in such Tag-Along Sale or, if such
delivery is not permitted by applicable law, an unconditional agreement to deliver such Company
Securities pursuant to this Section 4.04(a) at the closing for such Tag-Along Sale against
delivery to such Tagging Person of the consideration therefor. Each Tagging Person that exercises
its Tag-Along Rights hereunder shall deliver to the Tag-Along Seller, with its Tag-Along Response
Notice, the certificates representing the Company Securities of such Tagging Person to be included
in the Tag-Along Sale, together with a limited power-of-attorney authorizing the Tag-Along Seller
to Transfer such Company Securities on the terms set forth in the Tag-Along Notice. Delivery of
the Tag-Along Response Notice with such certificates and limited power-of-attorney shall constitute
an irrevocable acceptance of the Tag-Along Offer by such Tagging Persons, subject to the provisions
of this Section 4.04. “Tag-Along Portion” means, with respect to any Tagging Person in any
Tag-Along Sale, that number (or amount) of Company Securities proposed to be Transferred in such
Tag-Along Sale equal to (x) the Aggregate Ownership of such class of Company Securities by such
Tagging Person immediately prior to such Tag-Along Sale multiplied by (y) a fraction the numerator
of which is the maximum number of such class proposed to be Transferred by the Tag-Along Seller in
such Tag-Along Sale and the denominator of which is the Aggregate Ownership of such class by the
Investors and the Tag-Along Seller immediately prior to such Tag-Along Sale.



     If, at the end of a 120-day period after such delivery of such Tag-Along Notice, the Tag-Along
Seller has not completed the Transfer of all Company Securities proposed to be sold by the
Tag-Along Seller and all Tagging Persons on substantially the same terms and conditions set forth
in the Tag-Along Notice,



29









 







the Tag-Along Seller shall (i) return to each Tagging Person the limited power-of-attorney and
all certificates representing the Company Securities that such Tagging Person delivered for
Transfer pursuant to this Section 4.04(a) and any other documents in the possession of the
Tag-Along Seller executed by the Tagging Persons in connection with the proposed Tag-Along Sale,
and (ii) all the restrictions on Transfer contained in this Agreement or otherwise applicable at
such time with respect to such Company Securities shall continue in effect.



     (b) Concurrently with the consummation of the Tag-Along Sale, the Tag-Along Seller shall (i)
notify the Tagging Persons thereof, (ii) remit to the Tagging Persons the total consideration for
the Company Securities of the Tagging Persons Transferred pursuant thereto, with the cash portion
of the purchase price paid by wire transfer of immediately available funds in accordance with the
wire transfer instructions in the applicable Tag-Along Response Notices and the non-cash portion of
the purchase price delivered to the Tagging Persons in manners specified in the relevant Tag-Along
Response Notices and (iii) promptly after the consummation of such Tag-Along Sale, furnish such
other evidence of the completion and the date of completion of such transfer and the terms thereof
as may be reasonably requested by the Tagging Persons.



     (c) If at the termination of the Tag-Along Notice Period, any of the Investors shall not have
elected to participate in the Tag-Along Sale, it shall be deemed to have waived its rights under
Section 4.04(a) with respect to the Transfer of its Company Securities pursuant to such Tag-Along
Sale.



     (d) If (i) any Investor declines to exercise its Tag-Along Rights or (ii) any Tagging Person
elects to exercise its Tag-Along Rights with respect to less than such Tagging Person’s Tag-Along
Portion, in each case within the Tag-Along Notice Period, the Tag-Along Seller shall, on the
Business Day immediately after the expiration of the Tag-Along Notice Period, notify each Tagging
Person who has elected to exercise its Tag-Along Rights with respect to its Tag-Along Portion and
such Tagging Person shall have the right to include in the proposed Transfer an additional number
of Company Securities representing its pro rata portion (calculated by dividing (x) the Aggregate
Ownership of such class of Company Securities by such Tagging Person by (y) the Aggregate Ownership
of such class by all Tagging Persons who have elected to exercise their respective Tag-Along Rights
in full) of the Company Securities with respect to which Tag-Along Rights have not previously been
exercised during the Tag-Along Notice Period or during this subsequent offer.



     (e) The Tag-Along Seller shall Transfer, on behalf of itself and each Tagging Person, the
Company Securities subject to the Tag-Along Offer and elected to be Transferred on the terms and
conditions set forth in the Tag-Along Notice within 120 days of delivery of the Tag-Along Notice.



30









 





     (f) Upon the consummation of any Tag-Along Sale, all of the Shareholders participating therein
will receive the same form and amount of consideration per share, or, if any Shareholders are given
an option as to the form and amount of consideration to be received, all Shareholders participating
therein will be given the same option.



     (g) No Tagging Person shall be obligated to pay any expenses incurred in connection with any
Tag-Along Sale.



     (h) Each Tagging Person shall (i) not be required to provide any representations or
indemnities in connection with any Tag-Along Sale other than representations and indemnities
concerning such Tagging Person’s title to the Company Securities to be Transferred by such Tagging
Person in such Tag-Along Sale, free and clear of any encumbrances and authority, power and right to
enter into and consummate the Transfer without contravention of any law or material agreement and
(ii) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller.



     (i) If a Controlling Shareholder proposes to Transfer, in a transaction otherwise permitted by
Article 3, a number of Company Securities in a single transaction or in a series of related
transactions such that such Controlling Shareholder’s Aggregate Ownership of Ordinary Shares
immediately after the consummation of such Transfer is less than 50% of such Controlling
Shareholder’s Initial Ownership of Ordinary Shares, each of the Investors shall have the right to
participate in such Transfer to sell all Company Securities held by each respective Investor and
all other provisions of this Section 4.04 shall apply to such Transfer mutatis mutandis. Any
Transfer of Company Securities by a Controlling Shareholder that occurs within six months of any
other Transfer of Company Securities by such Controlling Shareholders shall be conclusively deemed
to be related to such previous transaction for the purposes of this Section 4.04(i).



     (j) Sections 4.04(a) through 4.04(i) shall apply mutatis mutandis to any direct or
indirect Transfer by any Controlling Person of any equity interests in the relevant Controlling
Shareholder.



     Section 4.05. Drag-Along Rights. (a) If all of the Investors (the “Drag-Along Sellers”)
propose to Transfer Company Securities to one or more Third Parties (the “Drag-Along Transferee”)
(a “Drag-Along Sale”), the Drag-Along Sellers may at their collective option require all other
Shareholders (the “Dragged Shareholders”) (i) to Transfer the Drag-Along Portion of Company
Securities (“Drag-Along Rights”) then held by every Dragged Shareholder, and (ii) subject to and at
the closing of the Drag-Along Sale, to exercise such number of options for Ordinary Shares held by
every Dragged Shareholder as is required in order that a sufficient number of Ordinary Shares are
available to Transfer the relevant




31












 




Drag-Along Portion of Company Securities of each such Dragged Shareholder, in each case for
the same consideration per unit of the relevant class of Company Securities and otherwise on the
same terms and conditions as the Drag-Along Sellers, provided that any Dragged Shareholder that
holds options the exercise price per share of which is greater than the per share price at which
the Ordinary Shares are directly or indirectly on an as converted basis to be Transferred to the
Drag-Along Transferee, if required by the Drag-Along Sellers to exercise such options, may, in lieu
of such exercise, submit to irrevocable cancellation thereof without any liability for payment of
any exercise price with respect thereto, and, provided further that, with respect to any Transfer
also governed by Section 4.03, the Dragged Shareholders having a right of first offer under
Section 4.03 shall first have been afforded the opportunity to acquire any Company Securities to
be Transferred in the Drag-Along Sale in accordance with the provisions of Section 4.03. If the
Drag-Along Sale is not consummated with respect to any Ordinary Shares acquired upon exercise of
any options, or the Drag-Along Sale is not consummated, any options exercised or cancelled in
contemplation of such Drag-Along Sale shall be deemed not to have been exercised or canceled, as
applicable. “Drag-Along Portion” means, with respect to any Dragged Shareholder, (i) the Aggregate
Ownership of Ordinary Shares by such Dragged Shareholder multiplied by (ii) a fraction the
numerator of which is the aggregate number of Ordinary Shares proposed to be sold by the Drag-Along
Sellers in the applicable Drag-Along Sale, calculated on a Fully-Diluted basis, and the denominator
of which is the Aggregate Ownership of Ordinary Shares by the Drag-Along Sellers collectively.




     The Drag-Along Sellers shall provide notice of such Drag-Along Sale to the Dragged
Shareholders (a “Drag-Along Sale Notice”) not later than 15 Business Days prior to the proposed
Drag-Along Sale. The Drag-Along Sale Notice shall identify the transferee, the number of Company
Securities subject to the Drag-Along Sale, the consideration for which a Transfer is proposed to be
made (the “Drag-Along Sale Price”) and all other material terms and conditions of the Drag-Along
Sale. The number of Company Securities to be sold by each Dragged Shareholder shall be the
Drag-Along Portion that such Dragged Shareholder owns. Each Dragged Shareholder shall be required
to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale
Notice and to tender its Company Securities as set forth below. The price payable in such Transfer
shall be the Drag-Along Sale Price. Not later than 10 Business Days after the date of the
Drag-Along Sale Notice (the “Drag-Along Sale Notice Period”), each of the Dragged Shareholders
shall deliver to a representative of the Drag-Along Sellers designated in the Drag-Along Sale
Notice the certificates representing the Company Securities of such Dragged Shareholder required to
be included in the Drag-Along Sale and the relevant instruments of transfer, together with a
limited power-of-attorney authorizing the Drag-Along Sellers or their representative to Transfer
such Company Securities on the terms set forth in the



32









 







Drag-Along Notice and wire transfer or other instructions for payment or delivery of the
consideration to be received in such Drag-Along Sale, or, if such delivery is not permitted by
applicable law, an unconditional agreement to deliver such Company Securities pursuant to this
Section 4.05(a) at the closing for such Drag-Along Sale against delivery to such Dragged
Shareholder of the consideration therefor.



     (b) The Drag-Along Sellers shall have a period of 120 days from the date of delivery of the
Drag-Along Sale Notice to consummate the Drag-Along Sale on the terms and conditions set forth in
such Drag-Along Sale Notice, provided that, if such Drag-Along Sale is subject to regulatory
approval, such 120-day period shall be extended until the expiration of five Business Days after
all such approvals have been received, but in no event later than 270 days following the date of
delivery of the Drag-Along Sale Notice. If the Drag-Along Sale shall not have been consummated
during such period, the Drag-Along Sellers shall return to each of the Dragged Shareholders the
limited power-of-attorney and all certificates representing Company Securities that such Dragged
Shareholder delivered for Transfer pursuant hereto and all related instruments of transfer,
together with any other documents in the possession of the Drag-Along Sellers executed by such
Dragged Shareholder in connection with such proposed Transfer, and all the restrictions on Transfer
contained in this Agreement or otherwise applicable at such time with respect to such Company
Securities owned by the Dragged Shareholders shall again be in effect.



     (c) Concurrently with the consummation of the Transfer of Company Securities pursuant to this
Section 4.05, the Drag-Along Sellers shall give notice thereof to the Dragged Shareholders, shall
remit to each of the Dragged Shareholders that have surrendered their certificates and other
applicable instruments the total consideration (the cash portion of which is to be paid by wire
transfer in accordance with such Dragged Shareholder’s wire transfer instructions) for the Company
Securities Transferred pursuant hereto and shall furnish such other evidence of the completion and
time of completion of such Transfer and the terms thereof as may be reasonably requested by such
Dragged Shareholder.



     (d) Notwithstanding anything contained in this Section 4.05, there shall be no liability on
the part of the Drag-Along Sellers to the Dragged Shareholders (other than the obligation to return
the limited power-of-attorney and the certificates and other applicable instruments representing
Company Securities received by the Drag-Along Sellers) or any other Person if the Transfer of
Company Securities pursuant to this Section 4.05 is not consummated for whatever reason, regardless
of whether the Drag-Along Sellers have delivered a Drag-Along Sale Notice. Whether to effect a
Transfer of Company Securities pursuant to this Section 4.05 by the Drag-Along Sellers is in the
sole and absolute discretion of the Drag-Along Sellers.




33












 





     (e) Upon the consummation of any Drag-Along Sale, all of the Shareholders participating
therein will receive the same form and amount of consideration per share, or, if any Shareholders
are given an option as to the form and amount of consideration to be received, all Shareholders
participating therein will be given the same option.



     (f) No Dragged Shareholder shall be obligated to pay any expenses incurred in connection with
any Drag-Along Sale.



     (g) Each Dragged Shareholder shall (i) not be required to provide any representations or
indemnities in connection with any Drag-Along Sale other than representations and indemnities
concerning such Dragged Shareholder’s title to the Company Securities to be Transferred by such
Dragged Shareholder in such Drag-Along Sale, free and clear of any encumbrances and authority,
power and right to enter into and consummate the Transfer without contravention of any law or
material agreement and (ii) benefit from all of the same provisions of the definitive agreements as
any Drag-Along Seller holding the same number and class of Company Securities as such Dragged
Shareholder.



     (h) Notwithstanding anything to the contrary herein, the Drag-Along Rights contemplated by
this Section 4.05 shall be exercisable only in the event that the QPO has not been consummated by
the third anniversary date of the date hereof.



     Section 4.06. Put Rights. (a) The Company shall promptly deliver written notice to each
holder of Preferred Shares upon the occurrence of any Put Trigger Event. At any time after the
occurrence of any Put Trigger Event, upon the request of any holder of Preferred Shares, each Other
Shareholder shall use its best efforts to assist and cooperate with such holder to sell the Company
Securities then held by such holder to a Third Party.



     (b) Without limiting the provisions in Section 4.06(a), upon the occurrence of any Put
Trigger Event, each holder of Preferred Shares (each, a “Putting Shareholder”) shall have the right
(the “Put Right”) to require the Other Shareholders or the Company (the “Purchaser”) to purchase
all Company Securities held by such Putting Shareholder (the “Put Interest”).



     (c) To exercise the Put Right, a Putting Shareholder shall give notice (the “Put Notice”) to
the Other Shareholders and the Company no later than 30 Business Days prior to the proposed date of
purchase. If any Putting Shareholder requires the Company to purchase the Put Interest of such
Putting Shareholder in the Put Notice, upon receipt of the Put Notice, the Company shall be
obligated to purchase the Put Interest of such Putting Shareholder on the proposed date of purchase
in accordance with the provisions of this Section 4.06, unless such purchase by the Company will
violate or contravene the Companies Law of the



34









 







Cayman Islands. If any Putting Shareholder requires the Other Shareholders to purchase the
Put Interest of such Putting Shareholder in the Put Notice, upon receipt of the Put Notice, the
Other Shareholders shall be obligated, jointly and severally, to purchase such Put Interest on the
proposed date of purchase in accordance with the provisions of this Section 4.06.



     (d) The purchase price payable per share of Company Securities by the Purchaser to any Putting
Shareholder (the “Put Price”) shall guarantee a Rate of Return of at least 12.5% for such Putting
Shareholder’s investment in its Put Interest. The Rate of Return shall (i) be calculated for the
period beginning on and including the respective dates on which such Put Interest were issued by
the Company and ending on and including the closing date for the purchase of such Put Interest
pursuant to this Section 4.06; (ii) include as cash outflows all amounts paid by such Putting
Shareholder or any other Person to the Company to acquire such Put Interest (including conversion
price, if applicable); (iii) include as cash inflows a deemed terminal cash inflow equal to the Put
Price; and (iv) include as cash inflows any cash dividends or other cash distributions on such Put
Interest actually received by such Putting Shareholder from the Company.



     (e) No later than the proposed date of purchase, each Putting Shareholder shall deliver to the
Purchaser certificates representing all Company Securities comprising its Put Interest, together
with all other documents required to be executed in connection with such Transfer or, if such
delivery is not permitted by applicable law, an unconditional agreement to deliver such Company
Securities pursuant to this Section 4.06 at the closing for such Transfer against delivery to such
Putting Shareholder of the consideration therefor. In no event shall any Putting Shareholder be
obligated to make any representations and warranties, or to provide any indemnities, with respect
to any matters other than the title to the Company Securities comprising the Put Interest held by
such Putting Shareholder and the authority to sell such Company Securities.



     (f) The closing for the purchase of any Put Interest pursuant to this Section 4.06 shall
occur as promptly as practicable, but in no event later than 30 days after the date of the Put
Notice in respect of such Put Interest. At any such closing, the Purchaser shall deliver to the
relevant Putting Shareholder the purchase price for the Put Interest of such Putting Shareholder by
wire transfer of immediately available funds to such bank account as such Putting Shareholder shall
have specified in writing no later than two Business Days prior to the closing of such purchase.



     (g) From the date of the Put Notice to the closing date of the purchase of any Put Interest,
the Putting Shareholders shall have the sole right to (i) determine the declaration or payment of
any dividend or other distribution upon any capital share of the Company or any of its
Subsidiaries, (ii) determine any spending by the Company or any of its Subsidiaries, (iii) sell any
assets of the



35









 







Company or any of its Subsidiaries, (iv) approve any withdrawal from or otherwise manage any
bank account of the Company or any of its Subsidiaries, and (v) otherwise manage the business of
the Company and its Subsidiaries.



ARTICLE 5

Registration Rights




     Section 5.01. Right to Participate in the QPO. (a) No later than 30 Business Days prior to
the anticipated filing date of the registration statement relating to the QPO if the class of
Company Securities subject of the QPO are to be listed on a stock exchange located in the US or the
filing date of similar documents if the class of Company Securities subject of the QPO are to be
listed in a stock exchange outside of the US, the Company shall deliver a written notice to each
Investor which shall set forth such Investor’s rights under this Section 5.01 and shall offer each
Investor the opportunity to include in such QPO the number of Registrable Securities of the same
class or series as those proposed to be listed and offered in the QPO as each Investor may request
(a “Piggyback Registration”), subject to the provisions of Section 5.01(b). Upon the request of
any such Shareholder made within 15 Business Days after the receipt of notice from the Company
(which request shall specify the number of Registrable Securities intended to be registered by such
Shareholder), the Company shall use its best efforts to include in the QPO all Registrable
Securities that the Company has been so requested to include in the QPO by all such Shareholders,
to the extent requisite to permit the disposition of the Registrable Securities so to be included,
provided that (i) if the QPO involves an underwritten public offering, all such Shareholders
requesting to be included in the QPO must sell their Registrable Securities to the underwriters on
the same terms and conditions as apply to the Company, and (ii) if, at any time after giving notice
of its intention to include any Company Securities in the QPO pursuant to this Section 5.01 and
prior to the closing date of the QPO, the Company shall determine for any reason not to consummate
the QPO, the Company shall give notice to all such Shareholders. The Company’s obligation to
include any Registrable Securities in the QPO shall continue until after the Company has consummate
the QPO and has satisfied its obligations under this Section 5.01. The Company shall pay all
Registration Expenses in connection with the Piggyback Registration.



     (b) If the QPO involves an underwritten public offering and the managing underwriter advises
the Company that, in its view, the number of Company Securities that the Company and such
Shareholders intend to include in such registration exceeds the largest number of shares that can
be sold without having an adverse effect on such offering, including the price at which such shares
can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the
following priority, up to the Maximum Offering Size:



36









 






     (i) first, so much of the Company Securities proposed to be offered by the Company in
the QPO as would not cause the offering to exceed the Maximum Offering Size, and




     (ii) second, all Registrable Securities requested to be included in such registration
by any Shareholders pursuant to Section 5.01 (allocated, if necessary for the offering
not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of
the relative number of shares of Registrable Securities so requested to be included in
such registration by each).



     (c) Without the prior written consent of each Investor, none of the Controlling Shareholders
shall be permitted to include in the QPO any Company Securities held by such Controlling
Shareholder if the aggregate amount of Company Securities to be included in the QPO by the
Controlling Shareholders represents more than 20% of all Company Securities to be included in the
QPO by the Investors and the Controlling Shareholders.



     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 90 days after the closing date of 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 180th day following the closing date of the QPO 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 5.03. Registration Procedures. Whenever Shareholders request that any Registrable
Securities be registered pursuant to Section 5.01 or 5.02, subject to the provisions of such
Sections, the Company shall use its best efforts to effect the registration and the sale of such
Registrable Securities in accordance with the intended method of disposition thereof as quickly as
practicable, and, in connection with any such request:



     (a) The Company shall as expeditiously as possible prepare and file with the SEC a
registration statement on any form for which the Company then qualifies or that counsel for the
Company shall deem appropriate and which form shall be available for the sale of the Registrable
Securities to be registered



37









 







thereunder in accordance with the intended method of distribution thereof, and use its best
efforts to cause such filed registration statement to become and remain effective for a period of
not less than 180 days, or in the case of a shelf registration statement, remain effective until
all of the Registrable Securities of the Shareholders included in such registration statement shall
have actually been sold thereunder.



     (b) Prior to filing a registration statement or prospectus or any amendment or supplement
thereto, the Company shall, if requested, furnish to each participating Shareholder and each
underwriter, if any, of the Registrable Securities covered by such registration statement copies of
such registration statement as proposed to be filed, and thereafter the Company shall furnish to
such Shareholder and underwriter, if any, such number of copies of such registration statement,
each amendment and supplement thereto (in each case including all exhibits thereto and documents
incorporated by reference therein), the prospectus included in such registration statement
(including each preliminary prospectus and any summary prospectus) and any other prospectus filed
under Rule 424, Rule 430A, Rule 430B or Rule 430C under the Securities Act and such other documents
as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of
the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to
request that the Company modify any information contained in such registration statement, amendment
and supplement thereto pertaining to such Shareholder and the Company shall use its best efforts to
comply with such request, provided that the Company shall not have any obligation so to modify any
information if the Company reasonably expects that so doing would cause the prospectus to contain
an untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading.



     (c) After the filing of the registration statement, the Company shall (i) cause the related
prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be
filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the
Securities Act with respect to the disposition of all Securities covered by such registration
statement during the applicable period in accordance with the intended methods of disposition by
the Shareholders thereof set forth in such registration statement or supplement to such prospectus
and (iii) promptly notify each Shareholder holding Registrable Securities covered by such
registration statement of any stop order issued or threatened by the SEC or any state securities
commission and take all reasonable actions required to prevent the entry of such stop order or to
remove it if entered.



     (d) The Company shall use its best efforts to (i) register or qualify the Registrable
Securities covered by such registration statement under such other securities laws of such
jurisdictions in the US as any registering Shareholder holding such Registrable Securities
reasonably (in light of such Shareholder’s



38









 







intended plan of distribution) requests and (ii) cause such Registrable Securities to be
registered with or approved by such other governmental agencies or authorities as may be necessary
by virtue of the business and operations of the Company and do any and all other acts and things
that may be reasonably necessary or advisable to enable such Shareholder to consummate the
disposition of the Registrable Securities owned by such Shareholder, provided that the Company
shall not be required to (A) qualify generally to do business in any jurisdiction where it would
not otherwise be required to qualify but for this Section 5.03(d), (B) subject itself to taxation
in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.



     (e) The Company shall immediately notify each Shareholder holding such Registrable Securities
covered by such registration statement, at any time when a prospectus relating thereto is required
to be delivered under the Securities Act, of the occurrence of an event requiring the preparation
of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus will not contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein not misleading and promptly prepare and make available to each such Shareholder
and file with the SEC any such supplement or amendment.



     (f) Upon execution of confidentiality agreements in form and substance reasonably satisfactory
to the Company, the Company shall make available for inspection by any Shareholder and any
underwriter participating in any disposition pursuant to a registration statement being filed by
the Company pursuant to this Section 5.03(f) and any attorney, accountant or other professional
retained by any such Shareholder or underwriter (collectively, the “Inspectors”), all financial and
other records, pertinent corporate documents and properties of the Company (collectively, the
“Records”) as shall be reasonably necessary or desirable to enable them to exercise their due
diligence responsibility, and cause the Company’s officers, directors and employees to supply all
information reasonably requested by any Inspectors in connection with such registration statement.
Records that the Company determines, in good faith, to be confidential and that it notifies the
Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of
such Records is necessary to avoid or correct a misstatement or omission in such registration
statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from
a court of competent jurisdiction. Each Shareholder agrees that information obtained by it as a
result of such inspections shall be deemed confidential and shall not be used by it or its
Affiliates as the basis for any market transactions in the Company Securities unless and until such
information is made generally available to the public. Each Shareholder further agrees that, upon
learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall
give notice to



39









 







the Company and allow the Company, at its expense, to undertake appropriate action to prevent
disclosure of the Records deemed confidential.



     (g) To the extent permitted by laws, the Company shall furnish to each registering Shareholder
and to each such underwriter, if any, a signed counterpart, addressed to such Shareholder or
underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or
comfort letters from the Company’s independent public accountants, each in customary form and
covering such matters of the kind customarily covered by opinions or comfort letters, as the case
may be, as a majority of such Shareholders or the managing underwriter therefor requests.



     (h) The Company shall otherwise use its best efforts to comply with all applicable rules and
regulations of the SEC.



     (i) The Company may require each Shareholder promptly to furnish in writing to the Company
such information regarding the distribution of the Registrable Securities as the Company may from
time to time reasonably request and such other information as may be legally required in connection
with such registration.



     (j) Each Shareholder agrees that, upon receipt of any notice from the Company of the happening
of any event of the kind described in Section 5.03(e), such Shareholder shall forthwith
discontinue disposition of Registrable Securities pursuant to the registration statement covering
such Registrable Securities until such Shareholder’s receipt of the copies of the supplemented or
amended prospectus contemplated by Section 5.03(e), and, if so directed by the Company, such
Shareholder shall deliver to the Company all copies, other than any permanent file copies then in
such Shareholder’s possession, of the most recent prospectus covering such Registrable Securities
at the time of receipt of such notice. If the Company shall give such notice, the Company shall
extend the period during which such registration statement shall be maintained effective (including
the period referred to in Section 5.03(a)) by the number of days during the period from and
including the date of the giving of notice pursuant to Section 5.03(e) to the date when the
Company shall make available to such Shareholder a prospectus supplemented or amended to conform
with the requirements of Section 5.03(e).



     (k) The Company shall use its best efforts to list all Registrable Securities covered by such
registration statement on any securities exchange or quotation system on which any of the
Registrable Securities are then listed or traded.



     (l) The Company shall have appropriate officers of the Company (i) prepare and make
presentations at any “road shows” and before analysts and



40









 







rating agencies, as the case may be, (ii) take other actions to obtain ratings for any
Registrable Securities and (iii) otherwise use their best efforts to cooperate as requested by the
underwriters in the offering, marketing or selling of the Registrable Securities.



     Section 5.04. Indemnification by the Company. The Company agrees to indemnify and hold
harmless each Shareholder beneficially owning any Registrable Securities covered by a registration
statement, its officers, directors, employees, partners and agents, and each Person, if any, who
controls such Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses
(including reasonable expenses of investigation and reasonable attorneys’ fees and expenses)
(“Damages”) caused by or relating to any untrue statement or alleged untrue statement of a material
fact contained in any registration statement or prospectus relating to the Registrable Securities
(as amended or supplemented if the Company shall have furnished any amendments or supplements
thereto) or any preliminary prospectus, or caused by or relating to any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such Damages are caused by or related to any
such untrue statement or omission or alleged untrue statement or omission so made based upon
information furnished in writing to the Company by such Shareholder or on such Shareholder’s behalf
expressly for use therein.



     Section 5.05. Indemnification by Participating Shareholders. Each Shareholder holding
Registrable Securities included in any registration statement agrees, severally but not jointly, to
indemnify and hold harmless the Company, its officers, directors and agents and each Person, if
any, who controls the Company within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to
such Shareholder, but only with respect to information furnished in writing by such Shareholder or
on such Shareholder’s behalf expressly for use in any registration statement or prospectus relating
to the Registrable Securities, or any amendment or supplement thereto, or any preliminary
prospectus. No Shareholder shall be liable under this Section 5.05 for any Damages in excess of
the net proceeds realized by such Shareholder in the sale of Registrable Securities of such
Shareholder to which such Damages relate.



     Section 5.06. Conduct of Indemnification Proceedings. If any proceeding (including any
governmental investigation) shall be instituted involving any Person in respect of which indemnity
may be sought pursuant to this Article 5, such Person (an “Indemnified Party”) shall promptly
notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing
and the Indemnifying Party shall assume the defense thereof, including the employment of counsel
reasonably satisfactory to such Indemnified Party, and



41









 







shall assume the payment of all fees and expenses, provided that the failure of any
Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of
its obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced
by such failure to notify. In any such proceeding, any Indemnified Party shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such
Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually
agreed to the retention of such counsel or (ii) in the reasonable judgment of such Indemnified
Party representation of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that, in connection with any
proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be
liable for the reasonable fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees
and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for
the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The
Indemnifying Party shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent, or if there be a final judgment for the
plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from
and against any loss or liability (to the extent stated above) by reason of such settlement or
judgment. Without the prior written consent of the Indemnified Party, no Indemnifying Party shall
effect any settlement of any pending or threatened proceeding in respect of which any Indemnified
Party is or could have been a party and indemnity could have been sought hereunder by such
Indemnified Party, unless such settlement includes an unconditional release of such Indemnified
Party from all liability arising out of such proceeding.



     Section 5.07. Contribution. If the indemnification provided for in this Article 5 is
unavailable to the Indemnified Parties in respect of any Damages, then each such Indemnifying
Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such Damages, as between the Company on the one
hand and each such Shareholder on the other, in such proportion as is appropriate to reflect the
relative fault of the Company and of each such Shareholder in connection with such statements or
omissions, as well as any other relevant equitable considerations. The relative fault of the
Company on the one hand and of each such Shareholder on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by such
party, and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.



42









 





     The Company and the Shareholders agree that it would not be just and equitable if contribution
pursuant to this Section 5.07 were determined by pro rata allocation or by any other method of
allocation that does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of
the Damages referred to in the immediately preceding paragraph shall be deemed to include, subject
to the limitations set forth above, any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any such action or claim. No
Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. Each Shareholder’s obligation to contribute pursuant to this
Section 5.07 is several in the proportion that the proceeds of the offering received by such
Shareholder bears to the total proceeds of the offering received by all such Shareholders and not
joint.



     Section 5.08. Other Indemnification. Indemnification similar to that specified herein (with
appropriate modifications) shall be given by the Company and each Shareholder participating therein
with respect to any required registration or other qualification of securities under any federal or
state law or regulation or governmental authority other than the Securities Act.



     Section 5.09. Cooperation by the Company. If any Shareholder shall transfer any Registrable
Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially
reasonable, with such Shareholder and shall provide to such Shareholder such information as such
Shareholder shall reasonably request.



ARTICLE 6

Certain Covenants and Agreements




     Section 6.01. Confidentiality. (a) Each Shareholder agrees that Confidential Information
furnished and to be furnished to it has been and may in the future be made available in connection
with such Shareholder’s investment in the Company. Each Shareholder agrees that it shall use, and
that it shall cause any Person to whom Confidential Information is disclosed pursuant to clause (i)
below to use, the Confidential Information only in connection with its investment in the Company
and not for any other purpose. Each Shareholder further acknowledges and agrees that it shall not
disclose any Confidential Information to any Person, except that Confidential Information may be
disclosed:




     (i) to such Shareholder’s Representatives in the normal course of the performance of
their duties or to any financial institution providing credit to such Shareholder,




43











 






     (ii) to the extent required by applicable law, rule or regulation (including
complying with any oral or written questions, interrogatories, requests for information or
documents, subpoena, civil investigative demand or similar process to which a Shareholder
is subject, provided that such Shareholder agrees to give the Company prompt notice of
such request(s), to the extent practicable, so that the Company may seek an appropriate
protective order or similar relief (and the Shareholder shall cooperate with such efforts
by the Company, and shall in any event make only the minimum disclosure required by such
law, rule or regulation)),




     (iii) to any Person to whom such Shareholder is contemplating a Transfer of its
Company Securities, provided that such Transfer would not be in violation of the
provisions of this Agreement and such potential transferee is advised of the confidential
nature of such information and agrees to be bound by a confidentiality agreement
consistent with the provisions hereof,




     (iv) to any regulatory authority or rating agency to which the Shareholder or any of
its affiliates is subject or with which it has regular dealings, as long as such authority
or agency is advised of the confidential nature of such information,




     (v) to the extent related to the tax treatment and tax structure of the transactions
contemplated by this Agreement (including all materials of any kind, such as opinions or
other tax analyses that the Company, its Affiliates or its Representatives have provided
to such Shareholder relating to such tax treatment and tax structure), provided that the
foregoing does not constitute an authorization to disclose the identity of any existing or
future party to the transactions contemplated by this Agreement or their Affiliates or
Representatives, or, except to the extent relating to such tax structure or tax treatment,
any specific pricing terms or commercial or financial information, or




     (vi) if the prior written consent of the Board shall have been obtained.


Nothing contained herein shall prevent the use (subject, to the extent possible, to a protective
order) of Confidential Information in connection with the assertion or defense of any claim by or
against the Company or any Shareholder.




     (b) “Confidential Information” means any information concerning the Company or any Persons
that are or become its Subsidiaries or the financial condition, business, operations or prospects
of the Company or any such Persons in the possession of or furnished to any Shareholder (including
by virtue of its present or former right to designate a director of the Company), provided that the



44









 




term “Confidential Information” does not include information that (i) is or becomes generally
available to the public other than as a result of a disclosure by
a Shareholder or its directors, officers, employees, shareholders, members, partners, agents,
counsel, investment advisers or other representatives (all such persons being collectively referred
to as “Representatives”) in violation of this Agreement, (ii) was available to such Shareholder on
a non-confidential basis prior to its disclosure to such Shareholder or its Representatives by the
Company, (iii) becomes available to such Shareholder on a non-confidential basis from a source
other than the Company after the disclosure of such information to such Shareholder or its
Representatives by the Company, which source is (at the time of receipt of the relevant
information) not, to the best of such Shareholder’s knowledge, bound by a confidentiality agreement
with (or other confidentiality obligation to) the Company or another Person or (iv) is
independently developed by such Shareholder without violating any confidentiality agreement with,
or other obligation of secrecy to, the Company.




     Section 6.02. Information Rights. The Company shall deliver to the Investors in form and
detail satisfactory to the Investors the following:



     (a) as soon as available, but in any event within 45 days after the end of each of the first
three fiscal quarters of each fiscal year of the Company, duplicate copies of




     (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of
such fiscal quarter, and




     (ii) the related consolidated statement of income and operations, shareholders’
equity, cash flow and changes in financial position of the Company and its Subsidiaries
for such fiscal quarter and (in the case of the second and third quarters) for the portion
of the fiscal year ending with such fiscal quarter, in each case setting forth in
comparative form the figures for the corresponding periods in the previous fiscal year,
prepared in accordance with US GAAP or IFRS applied on a consistent basis, and certified
by the Chief Financial Officer of the Company as fairly presenting, in all material
respects, the financial position of the companies being reported on and their results of
operations and cash flows in accordance with the applicable accounting principals then
used by the Company, subject only to normal year-end audit adjustments and the absence of
footnotes;



     (b) as soon as available, but in any event within 90 days after the end of each fiscal year of
the Company, duplicate copies of




     (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of
such fiscal year, and



45









 






     (ii) the related consolidated statements of operations, shareholders’ equity, cash
flow and changes in financial position of the Company and its Subsidiaries for such fiscal
year, setting forth in each case in comparative form the figures for the previous fiscal
year, prepared in accordance with the accounting principals then used by the Company
applied on a consistent basis, audited by, and accompanied by a report and opinion thereon
of, a “big four” international accounting firm, which opinion shall state that such
financial statements present fairly, in all material respects, the financial position of
the companies being reported upon and their results of operations and cash flows and have
been prepared in conformity with the applicable accounting principals applied on a
consistent basis, that the examination of such accountants in connection with such
financial statements has been made in accordance with generally accepted auditing
standards, that such report and opinion are not subject to any “going concern” or like
qualification or exception or any qualification or exception as to the scope of such
audit, and that such audit provides a reasonable basis for such opinion in the
circumstances; and




     (iii) the Company’s annual budget and operating budget for the coming fiscal year;



     (c) as soon as available, but in any event within five Business Days after the first day of
each calendar month, (i) a monthly report of cash receipts and cash disbursements for the calendar
month most recently ended and (ii) a projected monthly report of cash receipts and cash
disbursements for the then current calendar month, in each case substantially in the form agreed to
between the Company and the Investors;



     (d) as soon as available, but in any event within five Business Days after receipt thereof,
copies of all management letters and reports submitted to the Company or any of its Subsidiaries by
independent certified public accountants in connection with any annual, interim or special audit of
the Company or any of its Subsidiaries made by such accountants;



     (e) as soon as available, but in any event within five days of receipt thereof, copies of any
notice to the Company or any of its Subsidiaries from any governmental authority relating to any
order, ruling, statute or other law that could reasonably be expected to have a Material Adverse
Effect;



     (f) as soon as practicable and, in any event, within five Business Days after any officer of
the Company obtains knowledge thereof, notice (with a description in reasonable detail, and stating
the action that the Company is taking or proposes to take with respect thereto) of (i) the
commencement of any litigation, investigation or other proceeding to which the Company or any of
its



46









 




Subsidiaries is a party before any court or arbitrator or any governmental body, agency or
official or arbitration body, (ii) any claim for indemnity against the Company or any of its
Subsidiaries or (iii) the existence of any material default or breach under this Agreement or any
other material contract or agreement to which the Company or any of its Subsidiaries is a party;
and




     (g) as promptly as reasonably practicable, such other data and information relating to the
business, operations, affairs, financial condition, assets or property of the Company or any of its
Subsidiaries as from time to time may be reasonably requested by the Investors.



     Section 6.03. Inspection Right. The Company shall, and shall cause each of its Subsidiaries
to, provide reasonable access to each Investor, or any person designated from time to time by such
Investor, from time to time hereafter, to call at the place or places of business of the Company
and any of its Subsidiaries during ordinary business hours, and, without hindrance or delay by any
of the Company and any of its Subsidiaries, (a) to inspect, audit, check, and makes copies of and
extracts from books, records, journals, orders, receipts of any of the Company and its
Subsidiaries, and any correspondence and other data relating to the business of any of the Company
and its Subsidiaries or to any transactions between the parties hereto, and (b) to discuss the
affairs, finances, and business of any of the Company and its Subsidiaries with the officers of any
of the Company and its Subsidiaries.



     Section 6.04. Books and Records. Each of the Company and its Subsidiaries shall (a) maintain
proper books of record and account, in which full, true and correct entries in conformity with the
then adopted accounting principals consistently applied shall be made of all financial transactions
and matters involving the assets, properties and business of the Company and such Subsidiary, as
applicable; and (b) maintain such books of record and account in material conformity with all
applicable requirements of any governmental authority having regulatory jurisdiction over the
Company and such Subsidiary or their respective assets or properties, as applicable.



     Section 6.05. Related Party Transactions. The Company shall not, and shall not permit any of
its Subsidiaries to, enter into any Related Party Transaction, unless such transaction is on terms
that are no less favorable to the Company or such Subsidiary than those that would have been
obtained in a comparable transaction by the Company or such Subsidiary with a Person who is not a
Related Party. Before any Related Party Transaction is entered into, the Company shall disclose
the details of such transaction and the interests of all Related Parties to the Board.



47









 





     Section 6.06. QPO. (a) Each Shareholder shall use its best efforts to cause the Company to
complete the QPO within three years (or such longer period as approved by the Board) from the date
hereof.



     (b) If the Company fails to complete the QPO within such three-year period, at the end of such
three-year period and at the end of each year thereafter so long as the QPO has not been completed,
with the consent of the Company, the Investors shall have the right to appoint a reputable
investment bank on behalf of the Company to evaluate the feasibility of the QPO. The Company shall
bear the fees of such investment bank (other than underwriting discounts and commissions on any of
the Ordinary Shares to be sold by the Investors in the QPO).



     (c) If such investment bank determines that the QPO is feasible and a second investment bank
acceptable to the Investors is willing to act as an underwriter of the QPO, the Company shall take
actions to prepare for the QPO pursuant to the advice of such second investment bank.



     Section 6.07. Notice by Controlling Shareholders. Each Controlling Shareholder agrees to
promptly deliver a written notice to the Investors if (i) such Controlling Shareholder has incurred
material debt, become liable to any other material liabilities or obligations or entered into any
material agreements (including acquisition of material new commercial interests) and (ii) the
Company or any of its Subsidiaries has become liable to material debt or may become liable to
material debt.



     Section 6.08. Internal Control. The Company shall establish and maintain a system of
internal control over financial reporting that are sufficient to provide reasonable assurance
regarding the reliability of the Company’s financial reporting and the preparation of Company’s
financial statements in accordance with IFRS or US GAAP.



     Section 6.09. Rights upon Resignation of Key Man. Upon the resignation of any Key Man from
the Company and its Subsidiaries and in the event that, in the sole determination of a majority of
the Investors, such resignation has resulted, or would be likely to result in, a Material Adverse
Effect, such Key Man shall deliver a written notice to the Investors and offer the Investors the
right to purchase any or all of the Company Securities then held, directly or indirectly, by such
Key Man and his Permitted Transferees at a fair market price determined by an internationally
recognized investment banking firm. Within 30 Business Days after receipt of such notice, each
Investor may accept such offer by delivering a written notice to such Key Man, the Company and the
other Investors. Such notice shall set forth the number of Company Securities that such Investor
elects to purchase from such Key Man. If two or more Investors have delivered such notice and the
sum of the number of Company Securities set forth in such notices exceeds the number of Company
Securities then held, directly or indirectly, by



48









 




such Key Man and his Permitted Transferees, each such Investor shall have the right to
purchase its pro rata portion of such Company Securities from such Key Man, his Affiliates and his
Permitted Transferees who directly hold any such Company Securities, based on the number of
Ordinary Shares then held by each such Investor, calculated on a Fully-Diluted basis. Within 15
Business Days after the expiration of the initial 30 Business-Day period, such Key Man and his
relevant Affiliates and Permitted Transferees and each Investor who has delivered such written
notice to accept the offer shall consummate such sale and purchase of Company Securities.




     Section 6.10. Conflicting Agreements. The Company and each Shareholder represents and agrees
that it shall not (a) grant any proxy or enter into or agree to be bound by any voting trust or
agreement with respect to the Company Securities, except as expressly contemplated by this
Agreement, (b) enter into any agreement or arrangement of any kind with any Person with respect to
any Company Securities inconsistent with the provisions of this Agreement or for the purpose or
with the effect of denying or reducing the rights of any other Shareholder under this Agreement,
including agreements or arrangements with respect to the Transfer or voting of its Company
Securities or (c) act, for any reason, as a member of a group or in concert with any other Person
in connection with the Transfer or voting of its Company Securities in any manner that is
inconsistent with the provisions of this Agreement.



ARTICLE 7

Miscellaneous




     Section 7.01. Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs, successors, legal
representatives and permitted assigns. Any Shareholder that ceases to own beneficially any Company
Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Sections
5.04, 5.05, 5.06, 5.07 and 5.08 applicable to such Shareholder with respect to any offering of
Registrable Securities completed before the date such Shareholder ceased to own any Company
Securities and (ii) Sections 7.02, 7.05, 7.06, 7.07 and 7.08).



     (b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or
by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Company
Securities or otherwise, except that each of the Investors may Transfer its rights and obligations
hereunder to any Permitted Transferee of the Investors to whom any of the Investors have
Transferred any Company Securities. The Company shall cause each Person who has acquired Company
Securities as required or permitted by the terms of this Agreement or any employment agreement or
share purchase, option, share option or other



49









 




compensation plan of the Company or any of its Subsidiaries to (unless already bound hereby)
execute and deliver to the Company an agreement to be bound by this Agreement in the form of
Exhibit A hereto and such Person shall thenceforth be a Shareholder.




     (c) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other
than the parties hereto, and their respective heirs, successors, legal representatives and
permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this
Agreement.



     Section 7.02. Notices. All notices, requests and other communications to any party shall be
in writing and shall be delivered in person, mailed by certified or registered mail, return receipt
requested, or sent by facsimile transmission,



     if to the Company to:


Concord Medical Services Holdings Limited

P.O. Box 103

No. 01, 37/F, Landmark

4028 Jintian Road, Futian District

Shenzhen, PRC

Facsimile: 86-755-8221-0429

Attention: Mr. Steven Sun, President




     with a copy to:


Simpson Thacher & Bartlett LLP

35th Floor, ICBC Tower

3 Garden Road, Central

Hong Kong

Facsimile: 852-2869-7694

Attention: Leiming Chen




     if to CICC, to:


China International Capital Corporation

28th Floor, China World Tower 2

No. 1 Jian Guo Men Wai Avenue

Beijing 100004

People’s Republic of China

Facsimile: 86-10-6505-3796

Attention: Ms. Shirley Chen




50









 








     if to Carlyle, to:


The Carlyle Group

2518-2521, South Office Tower

Beijing Kerry Centre

No. 1, Guang Hua Road

Chao Yang District

Beijing 100020

People’s Republic of China

Facsimile: 86-10-8529-9877

Attention: Mr. Feng Xiao




     with a copy to:


Davis Polk & Wardwell LLP

26th Floor, Twin Tower West

B12, Jian Guo Men Wai Avenue

Chao Yang District

Beijing 100022

People’s Republic of China

Tel.: 86-10-8567-5000

Fax: 86-10-8567-5123

Attention: Show-Mao Chen, Esq.




     if to Starr, to:


Starr Investments Cayman II, Inc.

c/o Starr International Company (Asia) Limited

Suite 1405-7, Two Exchange Square

8 Connaught Place, Central

Hong Kong

Tel.: 852-2905-1166

Fax: 852-2905-1555

Attention: Elaine Zong




     with a copy to:


Skadden, Arps, Slate, Meagher & Flom

East Wing Office, Level 4

China World Trade Centre

No. 1 Jian Guo Men Wai Avenue

Beijing 100004

People’s Republic of China

Tel.: 86-10-6535-5500

Fax: 86-10-6505-5522




51









 







Attention: Peter X. Huang




     All notices, requests and other communications shall be deemed received on the date of receipt
by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a
Business Day in the place of receipt. Otherwise, any such notice, request or communication shall
be deemed not to have been received until the next succeeding Business Day in the place of receipt.
Any notice, request or other written communication sent by facsimile transmission shall be
confirmed by certified or registered mail, return receipt requested, posted within one Business
Day, or by personal delivery, whether courier or otherwise, made within two Business Days after the
date of such facsimile transmissions.



     Any Person that becomes a Shareholder shall provide its address and fax number to the Company,
which shall promptly provide such information to each other Shareholder.



     Section 7.03. Waiver; Amendment; Termination. (a) No provision of this Agreement may be
waived except by an instrument in writing executed by the party against whom the waiver is to be
effective. No provision of this Agreement may be amended or otherwise modified except by an
instrument in writing executed by the Company with approval of the Board and Shareholders holding
at least 50% of the outstanding Ordinary Shares.



     (b) Notwithstanding anything to the contrary herein, any amendment or modification of any
provision of this Agreement may be effected only with the consent of all Investors.



     Section 7.04. Fees and Expenses. The Company shall pay all out-of-pocket costs and expenses
of the Investors, including the reasonable fees and expenses of counsel, accounting firm and other
advisors and experts and travel expenses, incurred in connection with the preparation of this
Agreement, or any amendment or waiver hereof, and the transactions contemplated hereby and all
matters related hereto. To the extent any Investor has paid such fees and expenses, the Company
shall reimburse such Investor.



     Section 7.05. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to the conflicts of laws rules
of such state.



     Section 7.06. Jurisdiction. The parties hereby agree that any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in connection with,
this Agreement or the transactions contemplated hereby shall be brought in the United States
District Court for the Southern District of New York or any New York State court sitting in New
York City, so long as one of such courts shall have subject matter jurisdiction over such suit,



52









 




action or proceeding, and that any case of action arising out of this Agreement shall be
deemed to have arisen from a transaction of business in the State of New York, and each of the
parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate
appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the
fullest extent permitted by law, any objection that it may now or hereafter have to the laying of
the venue of any such suit, action or proceeding in any such court or that any such suit, action or
proceeding which is brought in any such court has been brought in an inconvenient form. Process in
any such suit, action or proceeding may be served on any party anywhere in the world, whether
within or without the jurisdiction of any such court. Without limiting the foregoing, each party
agrees that service of process on such party as provided in Section 7.02 shall be deemed effective
service of process on such party.




     Section 7.07. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.



     Section 7.08. Specific Enforcement. Each party hereto acknowledges that the remedies at law
of the other parties for a breach or threatened breach of this Agreement would be inadequate and,
in recognition of this fact, any party to this Agreement, 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.



     Section 7.09. Counterparts; Effectiveness. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. This Agreement shall become effective
when each party hereto shall have received counterparts hereof signed by all of the other parties
hereto. Until and unless each party has received a counterpart hereof signed by the other party
hereto, this Agreement shall have no effect and no party shall have any right or obligation
hereunder (whether by virtue of any other oral or written agreement or other communication).



     Section 7.10. Entire Agreement. This Agreement and the Share Purchase Agreement constitute
the entire agreement among the parties hereto and supersede all prior and contemporaneous
agreements and understandings, both oral and written, among the parties hereto with respect to the
subject matter hereof and thereof.



53









 





     Section 7.11. Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the parties as closely as possible in an acceptable manner so that
the transactions contemplated hereby be consummated as originally contemplated to the fullest
extent possible.



     Section 7.12. Joint Drafting. Each party hereto has participated in the drafting of this
Agreement, which each party acknowledges is the result of extensive negotiations between the
parties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any provision.




54












 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	CONCORD MEDICAL SERVICES 

HOLDINGS LIMITED

 	 
	 	By:  	/s/ Yang Jianyu
 	 
	 	 	Name:  	Yang Jianyu 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	/s/ Cheng Zheng
 	 
	 	Cheng Zheng, in his individual capacity 	 
	 	 	 
	 
	 	CZY INVESTMENTS LIMITED

 	 
	 	By:  	/s/ Cheng Zheng
 	 
	 	 	Name:  	Cheng Zheng 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	/s/ Yang Jianyu
 	 
	 	Yang Jianyu, in his individual capacity 	 
	 	 	 
	 
	 	DAKETALA INTERNATIONAL 

INVESTMENT
HOLDINGS LTD.

 	 
	 	By:  	/s/ Yang Jianyu
 	 
	 	 	Name:  	Yang Jianyu 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	 	 
	 	/s/ Steve Sun
 	 
	 	Steven Xiaodi Sun, in his individual 

capacity 	 
	 	 	 
	 
	 	DRAGON IMAGE INVESTMENT LTD.

 	 
	 	By:  	/s/ Steve Sun
 	 
	 	 	Name:  	Steven Xiaodi Sun 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	/s/ Zhang Jing
 	 
	 	Zhang Jing, in his individual capacity 	 
	 	 	 
	 
	 	THOUSAND OCEAN GROUP 
LIMITED
 	 
	 	By:  	/s/ Zhang Jing
 	 
	 	 	Name:  	Zhang Jing 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	/s/ Yap Yaw Kong
 	 
	 	Yap Yaw Kong, in his individual capacity 	 
	 	 	 
	 
	 	TOP MOUNT GROUP LIMITED

 	 
	 	By:  	/s/ Yap Yaw Kong
 	 
	 	 	Name:  	Yap Yaw Kong 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	 	 
	 	/s/ Liu Haifeng
 	 
	 	Liu Haifeng, in his individual capacity 	 
	 	 	 
	 
	 	 	 
	 	/s/ Bona Lau
 	 
	 	Bona Lau, in her individual capacity 	 
	 	 	 
	 
	 	NOTABLE ENTERPRISE LIMITED

 	 
	 	By:  	/s/ Liu Haifeng
 	 
	 	 	Name:  	Liu Haifeng 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 



	 	 	 	 	 	 	 
	 	 	GRAND BEST GROUP LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Shi Bo Tao	 	 
	 

	 	Name:
	 	 

Shi Bo Tao
	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SINO PRIME INVESTMENTS 

LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Sirong Tian	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LATEK CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Xiaogang Wang	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






 









 






	 	 	 	 	 	 	 
	 	 	GENIUS ASPECT INVESTMENT LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Peipei Zhang	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	STAR RISING LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 /s/ Wenqing Tan	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HOMERUN TECHNOLOGY LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Liwen Wang	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SINO FIRST HOLDINGS LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Wenqing Tan	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	JIA INVESTMENT CO., LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Chang Chia-Yue	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






 









 






	 	 	 	 	 	 	 
	 	 	CICC SUN COMPANY LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Shirley Shiyou Chen	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Shirley Shiyou Chen	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	PERFECT KEY HOLDINGS 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	 	 






 









 






	 	 	 	 	 	 	 
	 	 	STARR INVESTMENTS CAYMAN II, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael J. Horvath	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael J. Horvath	 	 
	 

	 	 	 	Title: Director	 	 






 









 






EXHIBIT A




JOINDER TO SHAREHOLDERS’ AGREEMENT




     This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the
undersigned (the “Joining Party”) in accordance with the Amended and Restated Shareholders’
Agreement dated as of October 20, 2008 (the “Shareholders’ Agreement”) among Concord Medical
Services Holdings Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P.,
CICC Sun Company Limited, Starr Investments Cayman II, Inc. and certain other Persons listed on the
signature pages hereof, as the same may be amended from time to time. Capitalized terms used, but
not defined, herein shall have the meaning ascribed to such terms in the Shareholders’ Agreement.



     The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this
Joinder Agreement, the Joining Party shall be deemed to be a party to the Shareholders’ Agreement
as of the date hereof and shall have all of the rights and obligations of a “Shareholder”
thereunder as if it had executed the Shareholders’ Agreement. The Joining Party hereby ratifies,
as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions
contained in the Shareholders’ Agreement.



     IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written
below.



Date: ___________ ___, ______




	 	 	 	 	 	 	 
	 	 	[NAME OF JOINING PARTY]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notices: