EX-4.8






Exhibit 4.8




EXECUTION COPY




AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT




     AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT (this “Amendment”) dated as of October 20, 2008 (the
“Amendment Date”) by and among (1) CICC Sun Company Limited, a company incorporated under the laws
of the British Virgin Islands (“CICC”), (2) Carlyle Asia Growth Partners III, L.P., a limited
partnership formed under the laws of the Cayman Islands (“CAGP”), (3) CAGP III Co-Investment, L.P.
(“CAGP Co-Invest”, together with CAGP, “Carlyle”), (4) Starr Investments Cayman II, Inc., a company
incorporated under the laws of the Cayman Islands (“Starr”, together with CICC and Carlyle, the
“Investors”), (5) Concord Medical Services Holdings Limited, an exempted company with limited
liability organized and existing under the laws of the Cayman Islands (the “Company”), and (6) the
other parties set forth in the signature pages hereof.



W I T N E S S E T H :




     WHEREAS, the parties hereto entered into a Share Subscription Agreement dated as of October
10, 2008 (the “Agreement”) pursuant to which the Company agreed to issue and sell to each of the
Investors and each of the Investors agreed to subscribe for certain Series B convertible redeemable
preferred shares, par value $0.01 per share, of the Company (the “Series B Shares”) on the terms
and conditions set forth in the Agreement;



     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. (a) The Agreement is amended by replacing the existing definition of
“Share Charge Agreements” in Section 1.01(a) in its entirety with the following new definition:



     “‘Share Charge Agreements’ means, collectively:



     (A)



     (1) the Share Charge Agreement between the Investors and Mr. Cheng’s Holding Company,



     (2) the Share Charge Agreement between the Investors and Mr. Yang’s Holding Company,



 









 









     (3) the Share Charge Agreement between the Investors and Mr. Sun’s Holding Company,



     (4) the Share Charge Agreement between the Investors and Mr. Zhang’s Holding Company,



     (5) the Share Charge Agreement between the Investors and Mr. Yap’s Holding Company,



     (6) the Share Charge Agreement between the Investors and Ms. Lau’s Holding Company,



     in each case to be entered into within fifteen (15) Business Days of the Closing Date and
substantially in the form attached as Exhibit E hereto, and



     (B)



     (1) the Share Charge Agreement between the Investors and Mr. Cheng’s Holding Company,



     (2) the Share Charge Agreement between the Investors and Mr. Yang’s Holding Company,



     (3) the Share Charge Agreement between the Investors and Mr. Sun’s Holding Company,



     (4) the Share Charge Agreement between the Investors and Mr. Zhang’s Holding Company,



     (5) the Share Charge Agreement between the Investors and Mr. Yap’s Holding Company,



     (6) the Share Charge Agreement between the Investors and Ms. Lau’s Holding Company,



     in each case to be entered into within fifteen (15) Business Days of the Closing Date and
substantially in the form attached as Exhibit F hereto.”



     (b) The Agreement is amended by replacing the reference to the definition of “Charged Shares”
in Section 1.01(b) with the following new reference:



	 	 	 	 	 
	Charged Shares
	 	 	7.07	(b)






     (c) The Agreement is amended by adding the following rows to the table in Section 1.01(b) in
the appropriate alphabetic order:



	 	 	 	 	 
	Part I of the Charged Shares
	 	 	7.07	(a)
	Part II of the Charged Shares
	 	 	7.07	(b)






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     (d) The Agreement is amended by replacing the existing Section 7.07 in its entirety with the
following new Section 7.07:




     “Section 7.07. Share Charge. (a) Within fifteen (15) Business Days after the
Closing, each Controlling Shareholder shall cause such Controlling Shareholder’s
Controlling Shareholder Holding Company to deliver to the Investors a first priority
security interest in such number of Ordinary Shares equal to 40% of the Ordinary Shares
held by such Controlling Shareholder Holding Company, which is set forth opposite such
Controlling Shareholder’s name in Schedule 5.05 (“Part I of the Charged Shares” of such
Controlling Shareholder), free and clear of any Liens and any other limitation or
restriction pursuant to the relevant Share Charge Agreement set forth in Part (A) of the
definition of “Share Charge Agreements” in Section 1.01(a).




     (b) Within fifteen (15) Business Days after the Closing, each Controlling Shareholder
shall cause such Controlling Shareholder’s Controlling Shareholder Holding Company to
deliver to the Investors a first priority security interest in such number of Ordinary
Shares equal to 20% of the Ordinary Shares held by such Controlling Shareholder Holding
Company, which is set forth opposite such Controlling Shareholder’s name in Schedule 5.05
(“Part II of the Charged Shares” of such Controlling Shareholder and, together with Part I
of the Charged Shares of such Controlling Shareholder, the “Charged Shares” of such
Controlling Shareholder), free and clear of any Liens and any other limitation or
restriction pursuant to the relevant Share Charge Agreement set forth in Part (B) of the
definition of “Share Charge Agreements” in Section 1.01(a).”



     (e) The Agreement is amended by replacing the existing Section 10.02(c) in its entirety with
the following new Section 10.02(c):




     “(c) Notwithstanding anything to the contrary in this Agreement, each of the
Controlling Shareholders agrees to indemnify, jointly and severally, the Company and its
successors from (i) any fines or penalties arising from the non-payment or delinquent
payment of the Tax of any Group Company or any of its Subsidiaries related to a
Pre-Closing Tax Period, and all Damages arising out of or incident to the imposition,
assessment or assertion of any such Tax or any failure to pay such Tax, (ii) any losses
from the disposition of Medstar (Beijing) International Anti-aging Health Bio-tech Inc.
, (iii) any amount owed by any Group Company to
Shenzhen Aowo International Co., Ltd.  and/or Aberdour
International Investment Inc., (iv) any fines arising from any



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violation of FCPA, the OECD Rules or any other applicable anti-bribery Law or OFAC prior
to the Closing Date, (v) the amount of any non-payment or delinquent payment of any
amounts that any PRC Subsidiary should have contributed prior to the Closing Date to the
reserve fund, the enterprise expansion fund, the bonus and welfare fund or any other funds
contribution to which by such PRC Subsidiary is mandatorily required by the Laws of the
PRC and all fines and penalties arising from such non-payment or delinquent payment, (vi)
any monetary awards against any Group Company in connection with any litigation arising
from any circumstances existing on or prior to the Closing Date and (vii) any monetary
awards or monetary settlements against any Group Company and any other Damages incurred or
suffered by any Group Company, in each case arising out of any claim, dispute or
litigation in connection with any acquisition by any Group Company of any Person (other
than Persons established under the Laws of the PRC) which has been consummated prior to
the Closing Date.”



     (f) The Agreement is amended by adding the attached Exhibit F as Exhibit F to the Agreement.



     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



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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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     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:  	 	 
	 
	 	ASCENDIUM GROUP LIMITED

 	 
	 	By:  	/s/ Yang Jianyu
 	 
	 	 	Name:  	Yang Jianyu 	 
	 	 	Title:  	 	 
	 
	 	CHINA MEDSTAR LIMITED

 	 
	 	By:  	/s/ Yang Jianyu
 	 
	 	 	Name:  	Yang Jianyu 	 
	 	 	Title:  	 	 
	 
	 	CYBER MEDICAL NETWORK LTD.

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

 	 
	 	By:  	/s/ Yang Jianyu
 	 
	 	 	Name:  	Yang Jianyu 	 
	 	 	Title:  	 	 
	 
	 	CHINA MEDICAL SERVICES (HOLDINGS) LIMITED

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




 









 





	 	 	 	 	 
	 	SHENZHEN AOHUA MEDICAL SERVICES CO., LTD.



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



 	 
	 	By:  	/s/ Yang Jianyu
 	 
	 	 	Name:  	Yang Jianyu 	 
	 	 	Title:  	 	 
	 
	 	SHANGHAI MEDSTAR LEASING CO., LTD.




 	 
	 	By:  	/s/ Yang Jianyu
 	 
	 	 	Name:  	Yang Jianyu 	 
	 	 	Title:  	 	 
	 
	 	CMS HOSPITAL MANAGEMENT CO., LTD.




 	 
	 	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
 	 
	 	Steve Xiaodi Sun, in his individual capacity 	 
	 	 	 
	 
	 	DRAGON IMAGE INVESTMENT LTD.

 	 
	 	By:  	/s/ Steve Sun
 	 
	 	 	Name:  	Steve 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/ Bona Lau
 	 
	 	Bona Lau, in her individual capacity 	 
	 	 	 
	 
	 	NOTABLE ENTERPRISE LIMITED

 	 
	 	By:  	/s/ Bona Lau
 	 
	 	 	Name:  	Bona Lau 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	 	 
	 	/s/ Liu Haifeng
 	 
	 	Liu Haifeng, in his individual capacity 	 
	 	 	 
	 




 









 





	 	 	 	 	 
	 	CICC SUN COMPANY LIMITED

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




 









 





	 	 	 	 	 	 	 
	 	 	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 F




FORM OF SHARE CHARGE AGREEMENT




See attached.