EX-4.18






Exhibit 4.18




EXECUTION COPY




AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT




     AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Amendment”) dated as of
November 17, 2009 (the “Amendment Date”) by and among (1) CICC Sun Company Limited, a company
incorporated under the laws of the British Virgin Islands (“CICC”), (2) Carlyle Asia Growth
Partners III, L.P., a limited partnership formed under the laws of the Cayman Islands (“CAGP”), (3)
CAGP III Co-Investment III, L.P. (“CAGP Co-Invest”, together with CAGP, “Carlyle”), (4) Starr
Investments Cayman II, Inc., a company incorporated under the laws of the Cayman Islands (“Starr”,
together with CICC and Carlyle, the “Investors”), (5) Concord Medical Services Holdings Limited, an
exempted company with limited liability organized and existing under the laws of the Cayman Islands
(the “Company”), and (6) the other parties set forth in the signature pages hereof.



W I T N E S S E T H :




     WHEREAS, the parties hereto entered into a Amended and Restated Shareholders’ Agreement dated
as of October 20, 2008 (the “Agreement”) in relation to the issuance by the Company to each of the
Investors of certain Series B convertible redeemable preferred shares, par value $0.01 per share,
of the Company (the “Series B Shares”);



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



     NOW, THEREFORE, the parties hereto agree as follows:



     Section 1. Amendment. The Agreement is amended by replacing Section 5.02 in its entirety
with the following language:



     “Section 5.02. Registration Rights after the QPO. (a) If the shares subject of the QPO have
been listed on a stock exchange located in the US, the Company shall file with the SEC, no later
than the later of (i) 181 days after the closing date of the QPO or (ii) the expiration of the
lock-up agreement between the Company and the underwriters entered into in connection with the QPO
and each of the lock-up agreements between each of the directors, executive officers and
shareholders of the Company and the underwriters entered into in connection with the QPO, a “shelf”
registration statement covering the resale of all of the Registrable Securities held by the
Investors immediately after the closing of the QPO, and shall use its best efforts to cause such
“shelf” registration statement to become effective on or prior to the 90th day following
the filing of the “shelf” registration statement and to keep such “shelf” registration statement in
effect until all of the Company Securities held by the Investors immediately after the closing of
the QPO have been



 









 







resold. The Company shall pay all Registration Expenses incurred in connection with the
registration pursuant to this Section 5.02(a).



     (b) If the shares subject of the QPO have been listed on a stock exchange not located in the
US, the Company shall obtain and maintain a listing for all the Company Securities held by the
Investors after the QPO.”



     Section 2. Effect of Amendment. Except as amended by this Amendment, the Agreement shall
remain unchanged and in full force and effect. From and after the Amendment Date, each reference
to “this Agreement,” “hereof,” “hereunder” or words of like import, and all references to the
Agreement in any and all agreements, instruments, documents, notes, certificates and other writings
of every kind and nature shall be deemed to mean the Agreement as amended by this Amendment, except
as is otherwise expressly stated.



     Section 3. General. (a) This Amendment shall be binding on the successors and permitted
assigns of the parties hereto; (b) this Amendment shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflicts of law principles thereunder
and shall be subject to the jurisdiction of the courts in the State of New York; (c) this Amendment
may be executed in more than one counterpart, each of which shall be deemed an original and any
counterpart so executed shall be deemed to be one and the same instrument; (d) each party hereto
acknowledges that the parties hereto have participated jointly in the negotiation and drafting of
this Amendment, and in the event an ambiguity or question of intent or interpretation arises, this
Amendment shall be construed as if drafted jointly by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of
any of the provisions of this Amendment; (e) if any part of any provision of this Amendment shall
be invalid or unenforceable under applicable law, such part shall be ineffective to the extent of
such invalidity only, without in any way affecting the remaining parts of such provision or the
remaining provisions of this Amendment; and (f) each party hereto acknowledges that the remedies at
law of the other parties hereto for a breach or threatened breach of this Amendment would be
inadequate and, in recognition of this fact, any party hereto, without posting any bond, and in
addition to all other remedies that may be available, shall be entitled to obtain equitable relief
in the form of specific performance, a temporary restraining order, a temporary or permanent
injunction or any other equitable remedy that may then be available.



[The remainder of this page has been intentionally left blank]




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EXECUTION COPY




     IN WITNESS WHEREOF, the undersigned shareholders have executed this Agreement, in one or more
counterparts, each of which shall constitute an original and all of which when taken together shall
constitute one instrument, on November 17, 2009.



	 	 	 	 	 
	 	 	 
	/s/ Yang Jianyu
 	 	 
	For and on behalf of 	 	 
	Concord Medical Services Holdings Limited 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Shi Bo Tao
 	 	 
	For and on behalf of 	 	 
	Grand Best Group Limited 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Steve Sun
 	 	 
	For and on behalf of 	 	 
	Dragon Image Investment Ltd. 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Yang Jianyu
 	 	 
	For and on behalf of 	 	 
	Daketala International Investment Holdings Ltd. 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Sirong Tian
 	 	 
	For and on behalf of 	 	 
	Sino Prime Investments Limited 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Xiaogang Wang
 	 	 
	For and on behalf of 	 	 
	Latek Corporation 	 	 



 









 





	 	 	 	 	 
	 	 	 
	/s/ Peipei Zhang
 	 	 
	For and on behalf of 	 	 
	Genius Aspect Investment Ltd. 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Wenqing Tan
 	 	 
	For and on behalf of 	 	 
	Star Rising Ltd. 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Liwen Wang
 	 	 
	For and on behalf of 	 	 
	Homerun Technology Ltd. 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Wenqing Tan
 	 	 
	For and on behalf of 	 	 
	Sino First Holdings Ltd. 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Bona Lau
 	 	 
	For and on behalf of 	 	 
	Notable Enterprise Limited 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Cheng Zheng
 	 	 
	For and on behalf of 	 	 
	CZY Investment Limited 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Zhang Jing
 	 	 
	For and on behalf of 	 	 
	Thousand Ocean Group Limited 	 	 



 









 






	 	 	 	 	 
	 	 	 
	/s/ Yap Yaw Kong
 	 	 
	For and on behalf of 	 	 
	Top Mount Group Limited 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Shang Hua Ying
 	 	 
	For and on behalf of 	 	 
	ATL International Group Limited 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Boxun Zhang
 	 	 
	For and on behalf of 	 	 
	Triumph Concept Investment Limited 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Huang Jen-Fu
 	 	 
	Huang Jen-Fu, in his individual capacity 	 	 
	 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Wang Jen-Wen
 	 	 
	For and on behalf of 	 	 
	Wang Jen-Wen, in his individual capacity 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Ni Shiao-Jane
 	 	 
	For and on behalf of 	 	 
	Ni Shiao-Jane, in her individual capacity 	 



 









 






	 	 	 	 	 
	 	 	 
	/s/ Daniel A. D’Aniello
 	 	 
	For and on behalf of 	 	 
	Carlyle Asia Growth Partners III, L.P. 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Daniel A. D’Aniello
 	 	 
	For and on behalf of 	 	 
	CAGP III Co-Investment, L.P. 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Michael J. Horvath
 	 	 
	For and on behalf of 	 	 
	Starr Investments Cayman II, Inc. 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Shirley Chen
 	 	 
	For and on behalf of 	 	 
	CICC Sun Company Limited 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Shirley Chen
 	 	 
	For and on behalf of 	 	 
	Perfect Key Holdings Limited 	 	 
	 
	 
	 



BEING ALL OF THE 
SHAREHOLDERS OF THE 
COMPANY