EX-10.9






Exhibit 10.9




CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED




REDACTED Version of Exhibit 10.9

Translation




CERTAIN INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT

HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES

AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN

REQUESTED WITH RESPECT TO THE OMITTED PORTION.




Medical Equipment Lease Agreement




Parties:




Lessee: Chang’an Hospital Company Limited          (“Party A”)

Legal Representative: Cai Shijie




Address: No.17, Wenjing Road, Xi’an

Lessor: Medstar (Shanghai) Leasing Co., Ltd.          (“Party B”)

Legal Representative: Cheng Zheng




Address: Suite 803, 620 Zhangyang Road, Pudong New District, Shanghai




Whereas:





	1.	 	For purposes of maintaining its leading position in medical technology and academic
development, the Lessee plans to expand the cancer diagnostic and treatment center (the
“Centre”) and wishes to install certain medical equipment;
	 
	2.	 	The Lessor is a professional company which is engaged in the lease of large medical equipment
as well as provision of relevant services;
	 
	3.	 	The Lessor intends to purchase from Xi’an Century Friendship Medical Technology Co., Ltd.
such medical equipment as set out in Appendix 1 hereto and lease the same to the Lessee for
use by Chang’an Hospital and the Lessee accepts the manufacturer, specifications, model,
equipping, etc. of such equipment;




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CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED



	 	 	NOW, THEREFORE, upon friendly consultations and based on the principle of equality and
mutual benefit, Party A and Party B hereby agree as follows with respect to the leasing by
Party B to Party A of the medical equipment set out in Appendix 1 hereto (the “Leased
Assets”):





Article 1 Leased Assets





	1.1	 	Party B agrees to lease to Party A the Leased Assets listed in Appendix 1 hereto, the price
of which is RMB*** million.
	 
	1.2	 	In order for the lease project to be carried out smoothly, Party A shall be responsible for
procuring all necessary procurement licenses, environmental evaluation and assessment, charges
and prices approval filing, and such other matters as required for the operation of the Leased
Assets. Party A shall also process and complete all procedures required for the use and
installation of the Leased Assets and shall construct and furnish the machine room, etc.
required for the Leased Assets pursuant to the regulations and rules of the state and relevant
authorities.





Article 2 Use of the Leased Assets





	2.1	 	The Leased Assets shall be used at Party A’s premises for the purpose of carrying out cancer
diagnostic and treatment work.
	 
	2.2	 	The Leased Assets must be installed and placed at the location agreed by the Parties within
the premises of Party A. Without the written consent of Party B, Party A shall not change the
location and operation environment of the Leased Assets.





Article 3 Ownership of the Leased Assets





	3.1	 	During the Lease Term, the ownership of the Leased Assets as listed in the Appendix to this
Agreement, including any parts and components, replacement




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CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED



	 	 	parts, attached parts and auxiliary parts of (or to be attached to) the Leased Assets,
shall always belong to Party B. During the Lease Term, Party A shall only enjoy the right
to use the Leased Assets. Party A may not sell, transfer, sub-lease, mortgage, or make
investment by means of, the Leased Assets, or otherwise conduct any other action that may
infringe Party B’s rights and benefits. Otherwise, Party A shall assume corresponding
breach of contract liabilities.
	 
	3.2	 	Where Party A is shut down, suspended, merged or acquired, or modifies the type of its
ownership or enters into bankruptcy, Party A shall have no right to dispose of the Leased
Assets. Party B’s ownership of the Leased Assets shall not be affected by any agreement
entered into by Party A with any third party or any change to Party A’s status as a legal
person.
	 
	3.3	 	During the performance of the Agreement, Party B shall have the right to inspect the use and
conditions of the Leased Assets and as long as such inspection would not affect the use of the
equipment, Party A shall facilitate the carrying-out of such inspection. Without Party B’s
written consent, Party A may not add or remove any parts and components of the Leased Assets
nor shall it change the premises of use of the Leased Assets. Party B shall have the right to
affix marks of ownership onto the Leased Assets. Party B (or its entrusted agent) shall have
the right to inspect, on a regular basis or at any time, the use and conditions of the Leased
Assets and Party A shall exert every effort to facilitate the same.
	 
	3.4	 	Party B shall have the right to mortgage the Leased Assets or transfer its beneficial
interests to a third party, provided that the implementation of this Agreement and the normal
use by Party A shall not be affected thereby.





Article 4 Lease Term





	4.1	 	The Lease Term shall be 15 years, commencing from September 1, 2009 and expiring on August 31, 2024. If
the Parties fail to formally commence the lease as of September 1, 2009, the Lease Term will
be extended accordingly and will be re-agreed by the Parties by a supplementary instrument.




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CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED



	4.2	 	The Lease Term shall be fixed. During the Lease Term, Party A may not unilaterally suspend
or terminate the lease hereunder nor shall it request any change to the provisions hereof on
any ground.
	 
	4.3	 	Upon expiration of the Lease Term, the Parties may renew this Agreement after Party B shall
have conducted relevant maintenance, upgrading and renovation work in respect of the Leased
Assets based on the then actual conditions of the Leased Assets, provided that Party B shall
guarantee the normal operation of the Leased Assets during the term of the renewed agreement.





Article 5 Rental Fee and Payment





	5.1	 	Rental fee calculation method:
	 
	 	 	From ***, the rental fee = ***;
	 
	 	 	From ***, the rental fee = ***;
	 
	 	 	(1) Revenue of Leased Assets: Total fee amounts received from the use of the Leased Assets
for diagnosis (or treatment)
	 
	 	 	(2) Hospital-Paid Costs and Expenses: Various costs and expenses incurred during the
course of diagnostic or treatment, including: the wages, bonus, welfare benefits, overtime
charges and travel and accommodation expenses of the personnel of the Centre (exclusive of
personnel dispatched by both Parties); water and power utility charges; costs of
consumables; document printing costs; hospitality expenses; academic exchange expenses; R&D
assistance costs; the repair and maintenance costs of the Leased Assets; costs of office
supplies; telephone charges; medical dispute settlement expenses, etc.
	 
	5.2	 	The rental fee shall be paid on a monthly basis. Party A shall transfer the rental fee of
the previous month to the designated account of Party B by the 15th day of each
month. The information of the account for the receipt of rental fee payments is as follows:
	 
	 	 	Account Name: Medstar (Shanghai) Leasing Co., Ltd.
	 
	 	 	Bank name: Shanghai Waigaoqiao Gaoqiao Branch, Agricultural Bank of China




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CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED



	 	 	Account number: ***
	 
	 	 	Simultaneously, Party B shall issue an official tax invoice to Party A.
	 
	 	 	During the term of this Agreement, the making of payment by Party A to the designated bank
account set forth above shall be deemed performance of its payment obligation hereunder and
the making of payment by Party A to any other account or in any other manner without the
consent of Party B shall not be deemed performance of its obligation hereunder. Where
Party B needs to change its account for the rental fee payment, Party B shall give prior
written notice to Party A and Party A’s finance department.





Article 6 Rights and Obligations of the Parties





	6.1	 	Party A’s rights and obligations






	6.1.1	 	Party A shall issue on a monthly basis a rental fee confirmation letter to Party B, setting
out the fee amounts of the Leased Assets, the Hospital-Paid Costs and expenses, etc. Party A
shall warrant the truthfulness of the data provided in such letter.
	 
	6.1.2	 	Party A shall provide the machine room and auxiliary rooms for the Leased Assets and add
necessary auxiliary facilities, etc.; shall provide professional personnel including experts,
doctors, nurses and technicians and shall provide convenience in respect of logistics
services.
	 
	6.1.3	 	Party A shall assist the supplier in handling domestic transportation, installation,
commissioning, etc. of the equipment.
	 
	6.1.4	 	Party A shall be responsible for the treatment and other medical decisions of the patients
as well as for the timely handling of medical disputes arising from the Centre.




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CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED



	6.1.5	 	Party A shall properly manage and safeguard the Leased Assets and shall designate
specially-assigned staff to take charge of the daily work in connection with the operation of
the Leased Assets.
	 
	6.1.6	 	Party A shall be responsible for processing and completing all procedures with the competent
supervising departments and relevant authorities in relation to the approval of the project,
procurement permits, environmental evaluation and assessment, approval of charges and prices
and qualification for medical insurance coverage, as well as all relevant routine procedures
as required to be processed on a yearly basis.
	 
	6.1.7	 	Party A may not use the Leased Assets for diagnosis and treatment free of charge. If any
fee exemption or reduction is required by any extraordinary circumstance, such exemption or
reduction shall be approved and signed by both Parties.
	 
	6.1.8	 	Party A may not terminate earlier or modify this Agreement on the ground that Party B has
recovered its costs, or that the revenue from the Leased Assets is continually growing, or
that any leader of the Hospital has been changed.
	 
	6.1.9	 	During the Lease Term, Party A may not separately operate any other project competing with
the Center either by itself or in cooperation with any third party.






	6.2	 	Party B’s rights and obligations






	6.2.1	 	Party B shall, in cooperation with the supplier, timely deliver to Party A the Leased Assets
designated by Party A and shall assist the supplier in installing and commissioning the Leased
Assets.
	 
	6.2.2	 	Party B shall inform itself of the operation status of the Leased Assets at all times based
on the income and expenses information related to the operation of the Leased Assets as
provided by Party A.
	 
	6.2.3	 	Party B shall have the right to dispatch Leased Assets administration personnel to manager
the Leased Assets and shall have the right to keep a book recording the number of patients
diagnosed or treated with the




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CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED



	 	 	Leased Assets, the purchase and use of consumables and other costs related to the
use of the Leased Assets and Party A shall cooperate with the same.
	 
	6.2.4	 	Without written authorization of Party B, the administration personnel dispatched by Party B
shall have no authority to amend or supplement any matters agreed hereunder on behalf of Party
B.
	 
	6.2.5	 	Party B or Party B’s entrusted agent (including asset appraisers, accountants, etc) shall
have the right to examine the use and the condition of the Leased Assets and Party A shall
exert every effort to facilitate the same.
	 
	6.2.6	 	Party B shall assist the supplier in providing such technical documentation as required for
the use of the Leased Assets.
	 
	6.2.7	 	Party B shall assist the supplier in conducting daily repair and maintenance work in respect
of the Leased Assets.
	 
	6.2.8	 	Party B shall cooperate with the professional management company in relation to the planning
and organization of the Centre’s academic promotion and guidance on its operation and
management.
	 
	6.2.9	 	Upon expiry of the Lease Term, where terms and conditions are equal, Party B shall have the
preemptive right to provide leasing with respect to any similar project in the future.





Article 7 Delivery, Examination and Acceptance of the Leased Assets





	7.1	 	Delivery, examination and acceptance: After the Leased Assets are delivered to the premises,
Party A shall examine the Leased Assets for acceptance in accordance with the Appendix hereof.
In the event that the Leased Assets fail to meet the agreed requirements, Party A shall
timely make a note on the delivery receipt and wait for Party B to resolve the same. Party A
shall be responsible for safeguarding the Leased Assets once the Leased Assets arrive at the
location for installation or operation.
	 
	7.2	 	Technical examination and acceptance: If, upon installation and commissioning and completion
by Party A of the diagnostic or treatment of the first 30 patients,




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CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED



	 	 	Party A confirms that the Leased Assets are in consistency with the technical requirements,
Party A shall issue to Party B an acceptance receipt within 5 days, whereupon the delivery
of the Leased Assets shall be deemed completed. Where Party A fails to timely issue such
receipt or to raise any written objection, the Leased Assets shall be deemed properly
delivered. Thereupon, the Lease Term shall commence and the charges collected from such 30
patients shall be included as the revenue of the Center.
	 
	7.3	 	Where the Leased Assets fail to pass the acceptance examination, the supplier shall be
responsible for addressing the matter.
	 
	7.4	 	Considering the Leased Assets hereunder are purchased by
Party B from Xi’an Century
Friendship Medical Technology Co., Ltd., the Parties agree that
Xi’an Century Friendship
Medical Technology Co., Ltd. shall be responsible for delivering the Leased Assets to the site
designated by Party A. The Parties will, in conjunction with Xi’an Century Friendship Medical
Technology Co., Ltd., conduct the acceptance examination. No risk arising out of the delivery
acceptance and the technical acceptance shall be borne by Party B. If the Leased Assets pass
the acceptance examination, Party A shall unconditionally lease the Leased Assets; if the
Leased Assets fail to pass the acceptance examination, Xi’an Century Friendship Medical
Technology Co., Ltd. shall bear relevant liabilities and Party A shall not bring any suit or
claims against Party B in respect of the same.





Article 8 Liability for Loss and Damage of the Leased Assets and Third Party Injury





	8.1	 	During the Lease Term, Party B shall be responsible to maintain for the Leased Assets
insurance with an insurer acceptable to the Parties, and Party B or any third party designated
by Party B shall be named as the beneficiary. The insurance premium shall be included as
Hospital-Paid Costs and Expenses.




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CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED



	8.2	 	During the Lease Term, upon occurrence of any insurance-covered incident, Party A shall
actively cooperate with Party B in processing the claim with the relevant insurer.
	 
	8.3	 	During the Lease Term, if the Leased Assets are lost or damaged due to reasons attributable
to Party A, Party A shall, at its costs and expenses, take one or several of the following
actions as determined by Party B:






(i) To restore or repair the Leased Assets to the effect that the Leased Assets
become capable of being used in a completely normal manner;




(ii) To effect replacement in respect of the Leased Assets with parts, components
or assets of the same model and function as the Leased Assets;




(iii) In the case of the circumstances (i) and (ii) above, Party A shall continue
to lease the Leased Assets and its obligation to pay the rental fee shall remain
unchanged. During the period where the Leased Assets cannot be operated normally,
Party A shall pay to Party B a monthly rental fee equal to the average rental fee
amount of the three months preceding the loss or damage of the Leased Assets.




(iv) Insurance proceeds may be used to cover the repair costs of the Leased Assets
and any shortfall amount shall be paid by Party A.




(v) Where the loss or damage of the Leased Assets is beyond repair, Party A shall
be liable to indemnify Party B against losses pursuant to the breach of contract
provisions hereof.




	8.4	 	If any third party (e.g. patients) suffers any injury as a result of reasons attributable to
the Leased Assets themselves (such as technical factors or quality defects, etc.), Party A
shall, in conjunction with Party B, seek recourse against the seller of the Leased Assets.
	 
	8.5	 	If any third party (e.g. patients) suffers any injury as a result of Party A’s negligent use
of the Leased Assets, Party A shall be held liable.
	 
	8.6	 	If any third party (e.g. patients) suffers any injury as a result of force majeure (other
than as a result of reasons attributable to the Leased Assets themselves or the fault of Party
A), in principle, neither Party A nor Party B shall be liable to




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CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED



	 	 	indemnify, provided that Party A shall have the duty to take precautions against such kind
of “risks” by taking out third party liability insurance.





Article 9 Disposal of the Leased Assets Upon Expiry of the Lease Term





Upon the expiry of the Lease Term, if the Parties do not renew
the Agreement, the Leased Assets shall be returned to Party B.



Article 10 Breach of Agreement





	10.1	 	Party A and Party B shall perform the corresponding responsibilities and obligations in
accordance with the time schedules as provided in this Agreement. In case of any beach of
Agreement, the breaching party shall compensate the other party’s economic loss.
	 
	10.2	 	Any delay in making rental fee payment by Party A shall not exceed two months. In case of
any such delay, Party A shall pay Party B a daily default penalty equal to 0.05% of the
overdue amount, except where such delay is caused by the force majeure.
	 
	10.3	 	Any breach by Party A set forth below shall be deemed a material breach by Party A:






	 	10.3.1	 	any failure by Party A to perform the lease obligations upon purchase of the Leased
Assets by Party B from Xi’an Century Friendship Medical Technology Co., Ltd. in
violation of this Agreement;
	 
	 	10.3.2	 	any delay by Party A in making any rental fee payment exceeding two months by Party
A;
	 
	 	10.3.3	 	any unilateral early termination or modification of this Agreement by Party A in
violation of this Agreement;
	 
	 	10.3.4	 	any interference by Party A in Party B’s management or financial supervision of the
Leased Assets;
	 
	 	10.3.5	 	any unilateral disposal (including sale, sub-lease, removal or transfer, etc.) by
Party A of the Leased Assets in violation of this Agreement;




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CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED



	 	10.3.6	 	provision of any false information by Party A regarding the Revenue of the Leased
Assets and so on, such that the rental fee payment collected by Party B is less than
the amount to which Party B is entitled;
	 
	 	10.3.7	 	introduction of any similar medical equipment with similar functions to the Leased
Assets through any third party or cooperation with any third party to develop similar
projects in violation of this Leased Agreement;
	 
	 	10.3.8	 	any suspension of normal medical services to patients using the Leased Assets for a
period exceeding 30 days due to the man-made reasons of Party A; or any severe
destruction or loss of the Leased Assets due to improper use, intentional damage or
careless storage by Party A.






	10.4	 	In case of any material breach of Agreement by Party A, Party B shall have the right to
terminate this Agreement and take any of the following measures:






	 	10.4.1	 	request Party A to immediately make full payment of all undue rental fee, default
penalty and all other amounts payable;
	 
	 	 	 	Undue Rental Fee = Remaining Lease Term (month) × monthly average rental fee
obtained by Party B in one year prior to the beach of Agreement
If the Lease Term is shorter than one year, the monthly average rental fee obtained
by Party B shall be deemed 3% of the purchase price of the equipment.
Default Penalty = Undue Rental Fee ×50%
	 
	 	10.4.2	 	terminate this Agreement, and Party B shall take over the Leased Assets to continue
the operation, and the revenue generated from such operation of the Leased Assets
shall be solely owned by Party B. Party B shall also have the right to request Party A
to pay the default penalty (the calculation method is the same as above) and all other
amounts payable.






	10.5.	 	In case of any of the above mentioned breach or infringement by Party A, Party A shall also
be liable for all costs for lawsuits, legal counsel fee and other expenses arising from Party
B’s realization of its creditor’s rights.




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CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED








Article 11 Dispute Resolution





Any and all disputes related to this Agreement shall be
resolved by Party A and Party B through consultation. In case
that no settlement could be reached through consultation,
either party may bring an action before the People’s Court
designated by Party B.



Article 12 Appendix





The Appendix to this Agreement is an integrated part hereof and
shall have the equal legal validity as that of the main text
hereof.



Article 13 Effectiveness of the Agreement





This Agreement shall become effective upon being signed and
stamped by Party A and Party B.



Article 14 Termination of the Agreement





	14.1	 	This Agreement shall be automatically terminated upon the expiry of the Lease Term.
	 
	14.2	 	All claims and indebtedness arising from the performance of this Agreement by Party A and
Party B shall be terminated upon full repayment of all debts, including all rental fee
payments, default penalties, indemnification, and so on.
	 
	14.3	 	In case of impossibility of performance of the Agreement or use of the Leased Assets due to
war, natural disaster, force majeure and other factors, this Agreement shall be terminated and
neither party shall be liable to or have any rights against the other party.
	 
	14.4	 	Prior to the commencement of the Lease Term, under the following circumstances, Party B shall
have the right to terminate this Agreement without any liability:






	 	14.4.1	 	Party A fails to obtain the procurement permits for the medical equipment;
	 
	 	14.4.2	 	Party A fails to prepare and provide, on a timely basis, the premises for using the
Leased Assets.






	14.5	 	In the event that the government or the military adjusts its policy and issues any regulation
or document for prohibiting equipment lease within the country or




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CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED



	 	 	within the military system, resulting in this Agreement not being able to be performed, but
without affecting the use of the Leased Assets, Party A shall be responsible for
coordination and negotiation. During such period of coordination and negotiation, Party A
shall be still subject to the obligation for paying the rental fee on a timely basis. If
no resolution can be reached upon negotiation, this Agreement may be terminated in early
manner, provided, however, that Party A shall make a lump-sum payment for the remaining
rental fee payments to Party B. The remaining rental fee payments shall be equal to ***
minus ***:
	 
	 	 	Remaining Rental Fee Payments = ***





Article 15 Miscellaneous





	15.1	 	Prior to the formal operation of the Leased Assets, the Parties shall enter into certain
supplemental documents, such as the Composition of the Organization and Management Department
of the Leased Assets and Financial Management Process of the Leased Assets, with respect to
the specific matters concerning the management department and financial management process of
the Leased Assets.
	 
	15.2	 	The Parties hereto have carefully read through all the terms of this Agreement. Reasonable
manner has been adopted to urge the Parties to pay attention to the terms regarding exemption
or restriction on their responsibilities as provided herein. Per request of the Parties,
explanation has been made in respect of the relevant terms.
	 
	16.2	 	The Parties hereto have authorized their respective representatives to sign this Agreement.
All terms of this Agreement are a true expression of the intents of the Parties and shall have
legal binding effect on the Parties.




Article 16 The original of this Agreement and the Appendix hereto shall be prepared in four copies
of which Party A and Party B shall each hold two copies.




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Article 17 With respect to any matters not covered herein, the Parties may enter into a
supplemental agreement with respect thereto. Any supplemental agreement and this Agreement shall
have equal legal validity.



Article 18 This Agreement is signed and executed on August 25, 2009 in Xi’an.



(No operative text below)




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CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED


Party A: Chang’an Hospital Company Limited

Legal Representative

(or Authorized Representative): (Signature and Seal)




Party B: Medstar (Shanghai) Leasing Co., Ltd.

Legal Representative

(or Authorized Representative): (Signature and Seal)




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CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED


Appendix I:




List of Leased Assets




	 	 	 	 	 	 	 	 	 	 	 
	Item	 	Description of Equipment	 	Brand	 	Quantity	 	Manufacturer	 	Type
	1	 	MM50
	 	 	 	1	 	IBA	 	MM50
	2	 	PET/CT
	 	GE	 	1	 	GE	 	DisscoveryLs
	3	 	Novalis
	 	 	 	1	 	Varian	 	Simulator included
	4	 	CT
	 	 	 	1	 	SHIMADZU	 	SCT-6800TXL
	5	 	MRI
	 	 	 	1	 	Philips	 	Interal.5T
	6	 	Cyclotron
	 	 	 	1	 	IBA	 	CYCLONE18/9







16