EX-4.12






Exhibit 4.12




Dated this 10th day of November, 2008




BY:




Dragon Image Investment Ltd.




IN FAVOUR OF:




CICC Sun Company Limited




Carlyle Asia Growth Partners III, L.P.




CAGP III Co-Investment, L.P.




Starr Investments Cayman II, Inc.




 






SHARE CHARGE




 






Conyers Dill & Pearman

Barristers & Attorneys

Cayman Islands




 









 








THIS SHARE CHARGE is made on the 10th day of November, 2008




BY:





	(1)	 	Dragon Image Investment Ltd., a company incorporated under the laws of the British Virgin
Islands (the “Chargor”);





IN FAVOUR OF:





	(2)	 	CICC Sun Company Limited, a company incorporated under the laws of the British Virgin Islands
(“CICC”);
	 
	(3)	 	Carlyle Asia Growth Partners III, L.P., a limited partnership formed under the laws of the
Cayman Islands (“CAGP”);
	 
	(4)	 	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”);
	 
	(5)	 	Starr Investments Cayman II, Inc., a company incorporated under the laws of the Cayman Islands
(“Starr”, and together with CICC and Carlyle, the “Chargees”).





WHEREAS:





	(A)	 	By a share subscription agreement dated October 10, 2008, as amended on October 20, 2008 (the
“Share Subscription Agreement”) made between, inter alia, the Chargor, the Chargees, the Company
(as defined below) and other parties specified therein, the Chargees subscribed for series B
redeemable convertible preferred shares of par value US$0.01 each of the Company (the “Series B
Shares”) on the terms and conditions therein set out.
	 
	(B)	 	As security for the obligations of the Chargor under Article 3 of the Share Subscription
Agreement, the Chargor has agreed to charge, inter alia, its interest in certain of the shares
beneficially owned by the Chargor in Concord Medical Services Holdings Limited, a company
incorporated under the laws of the Cayman Islands (the “Company”).
	 
	(C)	 	The Company is authorised to issue 5,000,000 shares of a par value of US$0.01 each of which
4,500,000 shares are designated as ordinary shares (the “Ordinary Shares”), 200,000 are series A
redeemable convertible preferred shares (the “Series A Shares”) and 300,000 are Series B Shares.
54,024 Ordinary Shares have been issued to and fully paid by, and are beneficially owned by and
registered in the name of, the Chargor.
	 
	(D)	 	Pursuant to Section 7.07(b) of the Share Subscription Agreement, the Chargor shall execute this
Charge in favour of the Chargees and the same is executed by the Chargor in consideration of the
Chargees agreeing to enter into the Share Subscription Agreement and for other good and valuable
consideration (the sufficiency of which the Chargor hereby acknowledges).





 









 





NOW THIS CHARGE WITNESSES as follows:




	1	 	INTERPRETATION






	1.1	 	In this Charge, unless the context otherwise requires, the following words and expressions
shall have the following meanings:





	 	 	 
	“Aggregate Ownership”

	 	has the meaning specified in the Shareholders’ Agreement;
	 
	 	 
	“Business Day”

	 	has the meaning specified in the Share Subscription
Agreement;
	 
	 	 
	“Charge”

	 	means this share charge;
	 
	 	 
	“Charged Property”

	 	means all of the Charged Shares and all dividends or
other distributions, interest and other moneys paid or
payable after the date hereof in connection therewith
and all interests in and all rights accruing at any time
to or in respect of all or any of the Charged Shares and
all and any other property that may at any time be
received or receivable by or otherwise distributed to
the Chargor in respect of or in substitution for, or in
addition to, or in exchange for, or on account of, any
of the foregoing, including, without limitation, any
shares or other securities resulting from the division,
consolidation, change, conversion or reclassification of
any of the Charged Shares, or the reorganization or
amalgamation of the Company with any other body
corporate, or the occurrence of any event which results
in the substitution or exchange of the Charged Shares;
	 
	 	 
	“Charged Shares”

	 	means 10,805 Ordinary Shares of the Company registered
in the name of the Chargor as legal and beneficial owner
thereof;
	 
	 	 
	“Closing Date”

	 	has the meaning specified in the Share Subscription
Agreement;
	 
	 	 
	“Controlling Shareholders”

	 	has the meaning specified in the Share Subscription
Agreement;
	 
	 	 
	“Event of Default”

	 	means the failure by the Chargor to satisfy the Secured
Obligations with respect to the Chargees or any of them;
	 
	 	 
	“Fully Diluted”

	 	has the meaning specified in the Share Subscription
Agreement;
	 
	 	 
	“Group Company”

	 	has the meaning specified in the Share Subscription
Agreement;






 









 






	 	 	 
	“Ordinary Shares”

	 	ordinary shares of par value US$0.01 each of the
Company;
	 
	 	 
	“Parties”

	 	means the parties to this Charge collectively; “Party”
means any one of them;
	 
	 	 
	“Pre-Closing Offshore 

Acquisition”

	 	has the meaning specified in Clause 3.1.1;
	 
	 	 
	“Secured Obligations”

	 	means the obligations of the Chargor to deliver
Ordinary Shares to the Chargees or any of them as
specified in Clause 3.1;
	 
	 	 
	“Security Interest”

	 	means any charge, mortgage, pledge, lien, security
interest or other encumbrance;
	 
	 	 
	“Security Period”

	 	means the period commencing on the date of execution
of this Charge and terminating upon the earliest to
occur of (i) November 10, 2014, (ii) the date on which
Aggregate Ownership of Ordinary Shares by each
Chargee is less than 20% of such Chargee’s Initial
Ownership (as defined in the Shareholders’ Agreement)
of Ordinary Shares and (iii) the date on which a
Singapore law firm delivers a legal opinion to the
Chargees, in form and substance satisfactory to each
Chargee, with respect to the issuance of Ordinary
Shares to certain Controlling Shareholder Holding
Companies (as defined in the Share Subscription
Agreement) in August 2008;
	 
	 	 
	“Shareholders’ Agreement”

	 	means the Amended and Restated Shareholders’
Agreement dated October 20, 2008 by and among the
Company, the Chargor, the Chargees and other parties
specified therein; and
	 
	 	 
	“Third-Party Transferee”

	 	has the meaning specified in Clause 3.1.1.







	1.2	 	In this Charge unless the context otherwise requires:






	 	1.2.1	 	references to statutory provisions shall be construed as references to those
provisions as amended or re-enacted or as their application is modified by other
provisions from time to time and shall include references to any provisions of which
they are re-enactments (whether with or without modification);
	 
	 	1.2.2	 	references to clauses and schedules are references to clauses hereof and
schedules hereto; references to sub-clauses or paragraphs are, unless otherwise stated,
references to sub-clauses of the clauses hereof or paragraphs of the schedule in which
the reference appears;




 









 






	 	1.2.3	 	references to the singular shall include the plural and vice versa and references
to the masculine shall include the feminine and/or neuter and vice versa; and
	 
	 	1.2.4	 	references to persons shall include companies, partnerships, associations and
bodies of persons, whether incorporated or unincorporated;
	 
	 	1.2.5	 	references to assets include property, rights and assets of every description;
	 
	 	1.2.6	 	references to any document are to be construed as references to such document as
amended or supplemented from time to time; and
	 
	 	1.2.7	 	the rights, interests and obligations of the Chargees hereunder are joint and are
exercisable by the Chargees collectively.






	2	 	CHARGOR’S REPRESENTATIONS AND WARRANTIES





The Chargor hereby represents and warrants to the Chargees that:




	2.1	 	the authorised share capital of the Company consists of the shares described in Recital (C)
hereof and such shares are beneficially owned and registered as described in the said recital;
	 
	2.2	 	the Chargor is a company duly organised, validly existing and in good standing under the laws
of the British Virgin Islands;
	 
	2.3	 	entry into this Charge by the Chargor and enforcement hereof by the Chargees will not
contravene the terms of any agreement to which the Chargor is bound or to which the Charged Shares
are subject or the memorandum and articles of association of the Company;
	 
	2.4	 	the Chargor is the legal and beneficial owner of all of the Charged Property free from any
Security Interest (other than those created by this Charge) and any options or rights of
pre-emption and the Charged Shares are fully paid up and are not and will not be liable to any
future call, assessment or demand of any sort;
	 
	2.5	 	the Charged Shares are duly authorised, validly issued and fully paid;
	 
	2.6	 	no moneys or liabilities are outstanding or payable with respect to the Charged Shares;
	 
	2.7	 	the Chargor has full power and authority (i) to be the legal and beneficial owner of the
Charged Property, (ii) to execute and deliver this Charge and (iii) to comply with the provisions
of, and perform all its obligations under, this Charge;
	 
	2.8	 	this Charge creates those Security Interests it purports to create and is not liable to be
avoided or otherwise set aside on liquidation, administration or otherwise;
	 
	2.9	 	this Charge constitutes the Chargor’s legal, valid and binding obligations enforceable against
the Chargor in accordance with its terms except as such enforcement may be limited by any relevant
bankruptcy, insolvency, administration or similar laws affecting creditors’ rights generally;




 









 






	2.10	 	the entry into and performance by the Chargor of this Charge does not violate (i) any law or
regulation of any governmental or official authority, or (ii) any agreement, contract or other
undertaking to which the Chargor is a party or which is binding upon the Chargor or any of its
assets;
	 
	2.11	 	other than registration of this Charge in the register of charges of the Chargor in accordance
with the requirements of the BVI Business Companies Act, 2004, no authorisation, approval or other
action by, and no notice to or filing with, any governmental authority or regulatory body is
required for either the grant by the Chargor of the Security Interests purported to be created in
favour of the Chargee under this Charge; or the exercise by the Chargee of any rights or remedies
in respect of the Charged Property (whether or not specifically granted or created under this
Charge);
	 
	2.12	 	all consents, licences, approvals and authorisations required in connection with the entry
into, performance, validity and enforceability of this Charge have been obtained and are in full
force and effect;
	 
	2.13	 	the Chargor has taken all corporate and other action required to approve its execution,
delivery and performance of this Charge; and
	 
	2.14	 	the Company is not a land holding corporation for the purposes of the Land Holding Companies
Share Transfer Tax Law of the Cayman Islands.






	3	 	CHARGOR’S COVENANTS





The Chargor hereby covenants with the Chargees:




	3.1	 	to discharge all obligations and liabilities specified in Section 10.02(c)(vii) of the Share
Subscription Agreement at the following times and in the following manner:






	 	3.1.1	 	if any Group Company is required to issue a number of Ordinary Shares to any person
(a “Third-Party Transferee”) pursuant to any arbitral or judicial judgment on, or
settlement 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 (any “Pre-Closing Offshore
Acquisition”) and the Controlling Shareholders, severally and jointly, fail to transfer
such number of Ordinary Shares to such Third-Party Transferee in lieu of and on behalf of
such Group Company at the per share price and on the date set forth in such judgment or
settlement, the Chargor shall, severally and jointly with other Controlling Shareholders,
on the Business Day immediately following such date, transfer free of charge a number of
Ordinary Shares to each Chargee equal to (x) the aggregate number of Ordinary Shares
required to be transferred to such Third-Party Transferee pursuant to such judgment or
settlement multiplied by (y) a ratio, the numerator of which is the Aggregate Ownership of
Ordinary Shares by such Chargee on such payment date and the denominator of which is the
outstanding number of Ordinary Shares on such payment date, calculated on a Fully-Diluted
basis;
	 
	 	3.1.2	 	if any Group Company is required to make any payment in cash to any person pursuant
to any arbitral or judicial judgment on, or settlement of, any claim,




 









 






	 	 	 	dispute or litigation in connection with any Pre-Closing Offshore Acquisition and
the Controlling Shareholders, severally and jointly, fail to make such payment in
lieu of and on behalf of such Group Company by the payment time set forth in such
judgment or settlement, the Chargor shall, severally and jointly with other
Controlling Shareholders, within 10 Business Days following such payment date,
transfer free of charge a number of Ordinary Shares to each Chargee equal to (x)
the amount of such payment in US dollars (based on the “noon buying rate” for
purchases of any currency other than US dollars on such payment date published by
the Federal Reserve Bank of New York) divided by (y) the fair market value of the
Ordinary Shares in US dollars on a per share basis on such payment date as
determined by the Controlling Shareholders and the Chargees by mutual agreement or
if such mutual agreement cannot be reached within 5 Business Days following such
payment date, determined by an independent appraiser satisfactory to the Chargees
within 10 Business Days following such payment date multiplied by (z) a ratio, the
numerator of which is the Aggregate Ownership of Ordinary Shares by such Chargee on
such payment date and the denominator of which is the outstanding number of
Ordinary Shares on such payment date, calculated on a Fully-Diluted basis; and
	 
	 	3.1.3	 	if any Group Company incurs or suffers any damages arising out of any claim, dispute
or litigation in connection with any Pre-Closing Offshore Acquisition, other than those
damages described in Clauses 3.1.1 and 3.1.2, and the Controlling Shareholders, severally
and jointly, fail to indemnify the Company pursuant to Section 10.02(c)(vii) of the Share
Subscription Agreement by the date of such incurrence or suffering, the Chargor shall,
severally and jointly with other Controlling Shareholders, transfer free of charge a number
of Ordinary Shares to each Chargee equal to (x) the amount of such damages expressed in US
dollars divided by (y) the fair market value of the Ordinary Shares in US dollars on a per
share basis calculated as set forth above in Clause 3.1.2 multiplied by (z) a ratio, the
numerator of which is the Aggregate Ownership of Ordinary Shares by such Chargee on such
date and the denominator of which is the outstanding number of Ordinary Shares on such
date, calculated on a Fully-Diluted basis, in each case of sub-clause (x) and (y) as
determined by the Controlling Shareholders and the Chargees by mutual agreement or if such
mutual agreement cannot be reached within 5 Business Days following such payment date,
determined by an independent appraiser satisfactory to the Chargees within 10 Business Days
following such date;






	 	 	the obligations in Clauses 3.1.1, 3.1.2 and 3.1.3 collectively, the “Secured Obligations”.
	 
	3.2	 	that the Chargor will on demand of the Chargees and at the expense of the Chargor, execute and
deliver to the Chargees or to such person or persons as the Chargees may nominate such additional
charge or charges of the Charged Property (or any part thereof) for the purpose of further securing
the payment and discharge of all Secured Obligations, each such additional charge to be in such
form as the Chargees may reasonably require;
	 
	3.3	 	that the Chargor shall, on request of the Chargees, provide to the Chargees immediately on
receipt by the Chargor a copy of all notices, written consents, reports, accounts, circulars and
other communications issued by the Company or by any third party in respect of the Charged Shares;




 









 






	3.4	 	that the Chargor will not without the prior written consent of the Chargees:






	 	3.4.1	 	permit any person other than the Chargor, the Chargees or any transferee nominated by
the Chargees on enforcement of this Charge to be the registered holder of any of the
Charged Shares;
	 
	 	3.4.2	 	permit any variation of the rights attaching to the Charged Shares;
	 
	 	3.4.3	 	take or permit any action which might result in an increase or reduction in the
authorised share capital of the Company or the number of shares that the Company is
authorised to issue or the issued share or share capital of the Company;
	 
	 	3.4.4	 	permit the Company to be continued to another jurisdiction outside of the Cayman
Islands;
	 
	 	3.4.5	 	effect or permit the appointment of any new or further directors or officers of the
Company;
	 
	 	3.4.6	 	permit any scheme of arrangement, merger, amalgamation or other reorganisation
applicable to the Company; or
	 
	 	3.4.7	 	save in accordance with Clause 8.2, permit any amendment to the memorandum or
articles of association of the Company without prior written consent of the Chargees.






	4	 	SECURITY






	4.1	 	In consideration of the Chargees agreeing to enter into the Share Subscription Agreement and as
a continuing security for the Secured Obligations, the Chargor as legal and beneficial owner hereby
assigns and agrees to assign to the Chargees jointly all benefits present and future, actual and
contingent accruing in respect of the Charged Property and all the Chargor’s right, title and
interest to and in the Charged Property including (without limitation) all voting and other
consensual powers pertaining to the Charged Shares and hereby charges and agrees to charge in
favour of the Chargees jointly all of its interest in the Charged Property by way of a first fixed
charge.
	 
	4.2	 	The Chargor hereby agrees to deliver, or cause to be delivered, to the Chargees on the date
hereof:






	 	4.2.1	 	duly executed undated share transfers in respect of the Charged Shares in favour of
the Chargees or their nominees in the form set out in Schedule I;
	 
	 	4.2.2	 	an executed undated irrevocable proxy made in respect of the Charged Shares in favour
of the Chargees in respect of all general meetings of the Company in the form set out in
Schedule II;
	 
	 	4.2.3	 	all original share certificates representing, and all other documents, title or
evidence of, ownership in relation to the Charged Shares;




 









 






	 	4.2.4	 	signed, but undated resolutions of the board of directors of the Company in the form
set out in Schedule III; and
	 
	 	4.2.5	 	an executed undertaking from the Company to register transfers of the Charged Shares
to the Chargees or their nominees in the form set out in Schedule IV dated as of the date
hereof (the “Undertaking”).






	4.3	 	The Chargees shall be entitled to:






	 	4.3.1	 	continue to hold any document delivered to them pursuant to Clauses 4.2.1 through
4.2.5 above until the Charged Shares are released from this Charge and if, for any reason,
they release any such document to the Chargor before such time, they may by notice to the
Chargor require that such document be redelivered to them and the Chargor shall promptly
comply with that requirement or procure that it is complied with; and
	 
	 	4.3.2	 	at any time after the Security Interest has become enforceable as provided in Clause
7, subject to the limitation set out in Clause 7.1, complete any document delivered to them
pursuant to Clauses 4.2.1 through 4.2.5 above in favour of, and register any Charged Share
in the names of the Chargees or such other person as they shall select, and the Chargor
shall promptly take or procure the taking by all such other persons (including, without
limitation, the secretary of the Company) any other action and execute and deliver to the
Chargees any other document (in form and substance reasonably satisfactory to each Chargee)
which may be reasonably requested by the Chargees in order to enable the Chargees or such
other person as they shall select to be registered as the owner of, or otherwise obtain
legal title to, any Charged Share; this includes procuring that:






	 	(A)	 	those share transfers are duly registered in the shareholder register of the
Company; and
	 
	 	(B)	 	share certificates in the name of the Chargees or such other person as they
shall select are delivered to the Chargees.






	4.4	 	The Chargor will deliver, or cause to be delivered, to the Chargees immediately upon the issue
of any further Charged Shares, the items listed in Clauses 4.2.1 through 4.2.5 (if the documents
already provided are not sufficient to cover the further Charged Shares) in respect of all such
further Charged Shares.
	 
	4.5	 	The Chargor hereby covenants that during the Security Period it will remain the legal and the
beneficial owner of the Charged Property (subject only to the Security Interests hereby created)
and that it will not:






	 	4.5.1	 	create or suffer the creation of any Security Interests (other than those created by
this Charge) on or in respect of the whole of any part of the Charged Property or any of
its interest therein; or
	 
	 	4.5.2	 	sell, assign, transfer or otherwise dispose of any of its interest in the Charged
Property (other than with respect to the dividend or distribution payments described in
Clause 5.1.2); or




 









 






	 	4.5.3	 	do or cause or permit to be done anything which may in any way affect, depreciate,
jeopardize or otherwise prejudice the market value of the Charged Shares or its rights with
respect thereto;
	 
	 	4.5.4	 	vote in respect of the Charged Shares or receive any dividends or other distributions
paid by the Company in respect of the Charged Shares,






	 	 	in any such case without the prior consent in writing of the Chargees.
	 
	4.6	 	During the Security Period, the Chargor shall remain liable to perform all the obligations
assumed by it in relation to the Charged Property and the Chargees shall be under no obligation of
any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any
failure by the Chargor to perform its obligations in respect thereof.
	 
	4.7	 	Upon the Chargees being satisfied that the Secured Obligations have been unconditionally and
irrevocably paid and discharged in full or upon the expiry of the Security Period, and following a
written request therefor from the Chargor, the Chargees will, subject to being indemnified to each
of their respective reasonable satisfaction for the costs and expenses incurred by the Chargees in
connection therewith, release the Charged Shares (if any as the case may be) and security
constituted by this Charge.






	5	 	DEALINGS WITH CHARGED PROPERTY






	5.1	 	Unless and until an Event of Default has occurred:






	 	5.1.1	 	the Chargor shall be entitled to exercise all voting and/or consensual powers
pertaining to the Charged Property or any part thereof for all purposes not inconsistent
with the terms of this Charge;
	 
	 	5.1.2	 	the Chargor shall be entitled to receive and retain any dividends, interest or other
moneys or assets accruing on or in respect of the Charged Property or any part thereof; and
	 
	 	5.1.3	 	the Chargor shall be entitled to receive all notices pertaining to the Charged
Shares.






	5.2	 	The Chargor shall pay all calls, instalments or other payments, and shall discharge all other
obligations, which may become due in respect of any of the Charged Property and in an Event of
Default, the Chargees may, if they think fit, make such payments or discharge such obligations on
behalf of the Chargor. Any sums so paid by the Chargees in respect thereof shall be repayable on
demand and, pending such repayment, shall constitute part of the Secured Obligations.
	 
	5.3	 	The Chargees shall not have any duty to ensure that any dividends, interest or other moneys and
assets receivable in respect of the Charged Property are duly and punctually paid, received or
collected as and when the same become due and payable or to ensure that the correct amounts (if
any) are paid or received on or in respect of the Charged Property or to ensure the taking up of
any (or any offer of any) stocks, shares, rights, moneys or other property paid, distributed,
accruing or offered at any time by way of





 









 





	 	 	redemption bonus, rights, preference, or otherwise on or in respect of, any of the Charged
Property.
	 
	5.4	 	The Chargor hereby authorises the Chargees to arrange at any time and from time to time
(whether before or after the occurrence of an Event of Default) for the Charged Property or any
part thereof to be registered in the name of the Chargees (or their nominees) thereupon to be held
as so registered subject to the terms of this Charge.






	6	 	PRESERVATION OF SECURITY






	6.1	 	It is hereby agreed and declared that:






	 	6.1.1	 	the security created by this Charge shall be held by the Chargees as a continuing
security for the payment and discharge of the Secured Obligations and the security so
created shall not be satisfied by any intermediate payment or satisfaction of any part of
the Secured Obligations;
	 
	 	6.1.2	 	the Chargees shall not be bound to enforce any other security before enforcing the
security created by this Charge;
	 
	 	6.1.3	 	no delay or omission on the part of the Chargees in exercising any right, power or
remedy under this Charge shall impair such right, power or remedy or be construed as a
waiver thereof nor shall any single or partial exercise of any such right, power or remedy
preclude any further exercise thereof or the exercise of any other right, power or remedy.
The rights, powers and remedies herein provided are cumulative and not exclusive of any
rights, powers and remedies provided by law and may be exercised from time to time and as
often as the Chargees may deem expedient; and
	 
	 	6.1.4	 	any waiver by the Chargees of any terms of this Charge shall only be effective if
given in writing and then only for the purpose and upon the terms for which it is given.






	6.2	 	Any settlement or discharge under this Charge between the Chargees and the Chargor shall be
conditional upon no security or payment to the Chargees by the Company or the Chargor or any other
person being avoided or set-aside or ordered to be refunded or reduced or if the aforesaid security
or payment to the Chargees is adversely affected by virtue of any provision or enactment relating
to bankruptcy, insolvency, administration or liquidation for the time being in force and, if such
condition is not satisfied, the liability of the Chargor under this Charge shall be reinstated or
continue and the Chargees shall be entitled to recover from the Chargor on demand the value of such
security or the amount of any such payment as if such settlement or discharge had not occurred.
	 
	6.3	 	The rights of the Chargees under this Charge and the Security Interest hereby constituted shall
not be affected by any act, omission, matter or thing which, but for this provision, might operate
to impair, affect or discharge such rights and security, in whole or in part, including without
limitation, and whether or not known to or discoverable by the Company, the Chargor, the Chargees
or any other person:






	 	6.3.1	 	any time or waiver granted to or composition with the Company or any other person;




 









 






	 	6.3.2	 	the taking, variation, compromise, renewal or release of or refusal or neglect to
perfect or enforce any rights, remedies or securities against the Company or any other
person;
	 
	 	6.3.3	 	any legal limitation, disability, incapacity or other circumstances relating to the
Company or any other person;
	 
	 	6.3.4	 	any amendment or supplement to the Share Subscription Agreement or any other document
or security;
	 
	 	6.3.5	 	the dissolution, liquidation, amalgamation, reconstruction or reorganisation of the
Company or any other person;
	 
	 	6.3.6	 	the unenforceability, invalidity or frustration of any obligations of the Company or
any other person under the Share Subscription Agreement or any other document or security;
or
	 
	 	6.3.7	 	any non-observance of any formality or other requirements in respect of any other
instrument or any failure to realise the full value of any other security.






	6.4	 	Until the Secured Obligations have been unconditionally and irrevocably satisfied and
discharged in full to the satisfaction of the Chargees or until the expiry of the Security Period,
the Chargor shall not by virtue of any payment made hereunder on account of the Secured Obligations
or by virtue of any enforcement by the Chargees of their rights under, or the security constituted
by, this Charge or by virtue of any relationship between or transaction involving, the Chargor and
the Company (whether such relationship or transaction shall constitute the Chargor a creditor of
the Company, a guarantor of the obligations of the Company or a party subrogated to the rights of
others against the Company or otherwise howsoever and whether or not such relationship or
transaction shall be related to, or in connection with, the subject matter of this Charge):






	 	6.4.1	 	exercise any rights of subrogation in relation to any rights, security or moneys held
or received or receivable by the Chargees or any person;
	 
	 	6.4.2	 	exercise any right of contribution from any co-surety liable in respect of the Second
Obligation under any other guarantee, security or agreement;
	 
	 	6.4.3	 	exercise any right of set-off or counterclaim against the Chargees, the Company or
any such co-surety;
	 
	 	6.4.4	 	receive, claim or have the benefit of any payment, distribution, security or
indemnity from the Company or any such co-surety; or
	 
	 	6.4.5	 	unless so directed by the Chargees (when the Chargor will prove in accordance with
such directions), claim as a creditor of the Company or any such co-surety in competition
with the Chargees.






	 	 	The Chargor shall hold in trust for the Chargees and forthwith pay or transfer (as
appropriate) to the Chargees any such payment (including an amount equal to any such
set-off), distribution (other than such dividend or distribution payments described in




 









 






	 	 	Clause 5.1.2) or benefit of such security, indemnity or claim in fact received by the
Chargor.
	 
	6.5	 	Until the Secured Obligations have been unconditionally and irrevocably satisfied and
discharged in full to the satisfaction of the Chargees or until the expiry of the Security Period,
the Chargees may at any time keep in a separate account or accounts (without liability to pay
interest thereon) in the name of the Chargees for as long as they may think fit, any moneys
received, recovered or realised under this Charge or under any other guarantee, security or
agreement relating in whole or in part to the Secured Obligations without being under any
intermediate obligation to apply the same or any part thereof in or towards the discharge of such
amount.






	7	 	ENFORCEMENT OF SECURITY






	7.1	 	Upon the occurrence of an Event of Default or a demand being made by the Chargees for the
satisfaction of the Secured Obligations with respect to the Chargees or any of them, the Security
Interest hereby constituted shall become immediately enforceable by the Chargees and the Chargees
may, at any time, without further notice to or consultation with or consent of the Chargor:






	 	7.1.1	 	solely and exclusively exercise all voting and/or consensual powers pertaining to the
Charged Property or any part thereof and may exercise such powers in such manner as the
Chargees may think fit;
	 
	 	7.1.2	 	receive and retain all dividends, interest, distributions or other moneys or assets
accruing on or in respect of the Charged Property or any part thereof, and any such
dividends, interest, distributions or other moneys or assets received by the Chargor after
such time shall be held in trust by the Chargor for the Chargees and paid or transferred to
the Chargees on demand;
	 
	 	7.1.3	 	if the Chargees elect to, sell, transfer, grant options over or otherwise dispose of
the Charged Property or any part thereof at such place and in such manner and at such price
or prices as the Chargees may deem fit;
	 
	 	7.1.4	 	complete the undated blank share transfer forms delivered to the Chargees pursuant to
Clause 4.2.1 by dating the same and inserting their names or the names of their nominees as
transferees;
	 
	 	7.1.5	 	complete the undated resolutions of the board of directors of the Company delivered
to the Chargees pursuant to Clause 4.2.4 by dating the same and inserting the names of the
transferees and the number of Ordinary Shares to be transferred; and/or
	 
	 	7.1.6	 	complete the undated irrevocable proxy delivered to the Chargees pursuant to Clause
4.2.2 by dating the same and inserting the names and addresses of all Chargees or the names
and addresses of their respective nominees;






	 	 	PROVIDED THAT notwithstanding any other provision of this Charge, the Chargees may only
exercise their rights under Clauses 7.1.5 and 7.1.6 in respect of such number of Charged
Shares not exceeding the aggregate number of Ordinary Shares that the Chargor has failed to
transfer (the “Default Shares”) to the Chargees or any of them under Clause




 









 






	 	 	3.1 in satisfaction of the Secured Obligations with respect to all and/or any of the
Chargees.
	 
	7.2	 	The Chargees shall not be obliged to make any enquiry as to the nature or sufficiency of any
payment received by them under this Charge or to make any claim or to take any action to collect
any moneys assigned by this Charge or to enforce any rights or benefits assigned to the Chargees by
this Charge or to which the Chargees may at any time be entitled hereunder.
	 
	7.3	 	Upon any sale by the Chargees of the Charged Property or any part thereof by the Chargees, the
purchaser shall not be bound to see or enquire whether the Chargees’ power of sale has become
exercisable in the manner provided in this Charge and the sale shall be deemed to be within the
power of the Chargees, and the receipt of the Chargees for the purchase money shall effectively
discharge the purchaser who shall not be concerned with the manner of application of the proceeds
of sale or be in any way answerable therefor.
	 
	7.4	 	Neither the Chargees nor their agents, managers, officers, employees, delegates or advisers
shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising
in connection with the exercise or purported exercise of any rights, powers and discretions
hereunder in the absence of fraud or dishonesty.
	 
	7.5	 	The Chargees shall not by reason of the taking of possession of the whole or any part of the
Charged Property or any part thereof be liable to account as mortgagee-in-possession or for
anything except actual receipts or be liable for any loss upon realisation or for any default or
omission for which a mortgagee-in-possession might be liable.






	8	 	FURTHER ASSURANCES
	 
	8.1	 	The Chargor shall execute and do all such assurances, acts and things as the Chargees in their
absolute discretion may require for:






	 	8.1.1	 	creating, perfecting, protecting or ensuring the priority of the Security Interest
hereby created (or intended to be created);
	 
	 	8.1.2	 	preserving or protecting any of the rights of the Chargees under this Charge;
	 
	 	8.1.3	 	ensuring that the security constituted by this Charge and the covenants and
obligations of the Chargor under this Charge shall inure to the benefit of any assignee of
the Chargees;
	 
	 	8.1.4	 	facilitating the appropriation or realisation of the Charged Property or any part
thereof; or
	 
	 	8.1.5	 	exercising any power, authority or discretion vested in the Chargees under this
Charge,






	 	 	in any such case forthwith upon demand by the Chargees and at the expense of the Chargor.




 









 












	8.2	 	Without limitation to the generality of Clause 8.1, the Chargor covenants with the Chargees
that it will on demand of the Chargees procure any amendment to the memorandum and articles of
association of the Company necessary or, in the opinion of the Chargees desirable, in order to give
effect to the terms of this Charge or any documents or transactions provided for herein.
	 
	9	 	INDEMNITIES
	 
	9.1	 	The Chargor will indemnify and save harmless the Chargees and each agent or attorney appointed
under or pursuant to this Charge from and against any and all expenses, claims, liabilities,
losses, taxes, costs, duties, fees and charges properly and reasonably suffered, incurred or made
by the Chargees or such agent or attorney:






	 	9.1.1	 	in the exercise or purported exercise of any rights, powers or discretions vested in
them pursuant to this Charge;
	 
	 	9.1.2	 	in the preservation or enforcement of the Chargees’ rights under this Charge or the
priority thereof;
	 
	 	9.1.3	 	on the release of any part of the Charged Property from the security created by this
Charge; or
	 
	 	9.1.4	 	as a result, directly or indirectly of any breach by the Chargor of any covenant or
other obligation under this Charge.






	 	 	and the Chargees or such agent or attorney may retain and pay all sums in respect of the
same out of money received under the powers conferred by this Charge. All amounts
recoverable by the Chargees or such agent or attorney or any of them shall be recoverable
on a full indemnity basis.
	 
	9.2	 	If, under any applicable law or regulation, and whether pursuant to a judgment being made or
registered against the Chargor or the bankruptcy or liquidation of the Chargor or for any other
reason any payment under or in connection with this Charge is made or falls to be satisfied in a
currency (the “Payment Currency”) other than the currency in which such payment is due under or in
connection with this Charge (the “Contractual Currency”), then to the extent that the amount of
such payment actually received by the Chargees when converted into the Contractual Currency at the
rate of exchange, falls short of the amount due under or in connection with this Charge, the
Chargor, as a separate and independent obligation, shall indemnify and hold harmless the Chargees
against the amount of such shortfall. For the purposes of this clause, “rate of exchange” means the
rate at which the Chargees is able on or about the date of such payment to purchase the Contractual
Currency with the Payment Currency and shall take into account any premium and other costs of
exchange with respect thereto.
	 
	10	 	POWER OF ATTORNEY
	 
	10.1	 	The Chargor, by way of security and in order more fully to secure the performance of its
obligations hereunder, pursuant to the Power of Attorney Law (1996 Revision) hereby irrevocably
appoints each of the Chargees and the persons deriving title under it jointly and also severally to
be its attorney:





 









 






	 	10.1.1	 	to execute and complete in favour of the Chargees or its nominees or of any
purchaser any documents which the Chargees may from time to time require for perfecting
their title to or for vesting any of the assets and property hereby charged or assigned to
the Chargees or their nominees or in any purchaser and to give effectual discharges for
payments;
	 
	 	10.1.2	 	to take and institute on non-payment (if the Chargees in their sole discretion so
decide) all steps and proceedings in the name of the Chargor or of the Chargees for the
recovery of such moneys, property and assets hereby charged and to agree accounts;
	 
	 	10.1.3	 	to make allowances and give time or other indulgence to any surety or other person
liable;
	 
	 	10.1.4	 	otherwise generally to act for it and in its name and on its behalf; and
	 
	 	10.1.5	 	to sign, execute, seal and deliver and otherwise perfect and do any such legal
assignments and other assurances, charges, authorities and documents over the moneys,
property and assets hereby charged, and all such deeds, instruments, acts and things
(including, without limitation, those referred to in Clause 8) which may be required for
the full exercise of all or any of the powers conferred or which may be deemed proper on or
in connection with any of the purposes aforesaid.






	10.2	 	The power hereby conferred shall be a general power of attorney and the Chargor hereby
ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which any such
attorney may execute or do. In relation to the power referred to herein, the exercise by any of
the Chargees of such power shall be conclusive evidence of its right to exercise the same.
	 
	11	 	EXPENSES
	 
	11.1	 	The Chargor shall pay to the Chargees on demand all costs, fees and expenses (including but
not limited to legal fees and expenses) and taxes thereon incurred by the Chargees or for which
the Chargees may become liable in connection with:






	 	11.1.1	 	the negotiation, preparation and execution of this Charge;
	 
	 	11.1.2	 	the preserving or enforcing of, or attempting to preserve or enforce, any of its
rights under this Charge or the priority hereof;
	 
	 	11.1.3	 	any variation of, or amendment or supplement to, any of the terms of this Charge;
and/or
	 
	 	11.1.4	 	any consent or waiver required from the Chargees in relation to this Charge,






	 	 	and in any case referred to in Clauses 11.1.3 and 11.1.4 regardless of whether the same
is actually implemented, completed or granted, as the case may be.




 









 






	11.2	 	The Chargor shall pay promptly any stamp, documentary and other like duties and taxes to which
this Charge may be subject or give rise and shall indemnify the Chargees on demand against any and
all liabilities with respect to or resulting from any delay or omission on the part of the Chargor
to pay any such duties or taxes.
	 
	12	 	NOTICES





Any notice required to be given hereunder shall be in writing in the English language and shall be
served by sending the same by prepaid recorded post, facsimile or by delivering the same by hand to
the address of the Party or Parties in question as set out below (or such other address as such
Party or Parties shall notify the other Parties of in accordance with this clause). Any notice sent
by post as provided in this clause shall be deemed to have been served five Business Days after
despatch and any notice sent by facsimile as provided in this clause shall be deemed to have been
served at the time of despatch and in proving the service of the same it will be sufficient to
prove in the case of a letter that such letter was properly stamped, addressed and placed in the
post; and in the case of a facsimile that such facsimile was duly despatched to a current facsimile
number of the addressee.



Chargor

Dragon Image Investment Ltd.

Portcullis TrustNet Chambers

P.O. Box 3444

Road Town, Tortola

British Virgin Islands.

Attention: Mr. Xiaodi (Steven) Sun




Chargees:

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

Fax: 86-10-6505-3796

Attention: Ms. Shirley Chen




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

Fax: 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: Mr. 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: Ms. 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

Attention: Mr. Peter X. Huang





	13	 	ASSIGNMENTS
	 
	13.1	 	This Charge shall be binding upon and shall inure to the benefit of the Chargor and the
Chargees and each of their respective successors and (subject as hereinafter provided) assigns and
references in this Charge to any of them shall be construed accordingly.
	 
	13.2	 	The Chargor may not assign or transfer all or any part of its rights and/or obligations under
this Charge.
	 
	13.3	 	The Chargees may not assign or transfer all or any part of its rights or obligations under
this Charge to any assignee or transferee without the consent of the Chargor, such consent not to
be unreasonably withheld, provided that no such consent shall be required if an Event of Default
affecting the Chargor has occurred and is continuing. The Chargees shall notify the Chargor
promptly following any such assignment or transfer.




 









 






	14	 	MISCELLANEOUS
	 
	14.1	 	The Chargees, at any time and from time to time, may delegate by power of attorney or in any
other manner to any person or persons all or any of the powers, authorities and discretions which
are for the time being exercisable by the Chargees under this Charge in relation to the Charged
Property or any part thereof. Any such delegation may be made upon such terms and be subject to
such regulations as the Chargees may think fit. The
Chargees shall not be in any way liable or responsible to the Chargor for any loss or
damage arising from any act, default, omission or misconduct on the part of any such
delegate provided the Chargees has acted reasonably in selecting such delegate.
	 
	14.2	 	If any of the clauses, conditions, covenants or restrictions of this Charge or any deed or
document emanating from it shall be found to be void but would be valid if some part thereof were
deleted or modified, then such clause, condition, covenant or restriction shall apply with such
deletion or modification as may be necessary to make it valid and effective.
	 
	14.3	 	This Charge (together with any documents referred to herein) constitutes the whole agreement
between the Parties relating to its subject matter and no variations hereof shall be effective
unless made in writing and signed by each of the Parties.
	 
	14.4	 	The headings in this Charge are inserted for convenience only and shall not affect the
construction of this Charge.
	 
	14.5	 	This Charge may be executed in counterparts each of which when executed and delivered shall
constitute an original but all such counterparts together shall constitute one and the same
instrument.
	 
	14.6	 	To the maximum extent permitted under applicable laws, the Chargor hereby waives any immunity
under the laws applicable to the Chargor, whether characterised as sovereign immunity or otherwise,
from any legal proceedings to enforce this Charge in respect of itself or its property.
	 
	15	 	LAW AND JURISDICTION





This Charge shall be governed by and construed in accordance with the laws of the Cayman Islands
and the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of Hong
Kong, provided that nothing in this clause shall affect the rights of the Chargees to serve process
in any manner permitted by law or limit the rights of the Chargees to take proceedings with respect
to this Charge against the Chargor in any jurisdiction nor shall the taking of proceedings with
respect to this Charge in any jurisdiction preclude the Chargees from taking proceedings with
respect to this Charge in any other jurisdiction, whether concurrently or not.



[Signature Page to Follow]




 









 








IN WITNESS whereof the parties hereto have caused this Charge to be duly executed as a Deed the day
and year first before written.



	 	 	 
	The Common Seal of

	 	) 
	DRAGON IMAGE INVESTMENT LTD.

	 	) 
	was hereunto affixed in the

	 	) 
	presence of:

	 	) 






	 	 	 	 	 
	By:
	 	/s/ Steven Xiaodi Sun	 	 
	 

	 	 

Name: Steven Xiaodi Sun
	 	 
	 

	 	Title: Director	 	 
	 
	 	 	 	 
	By:
	 	/s/ Shi Bo Tao	 	 
	 

	 	 

Name: Shi Bo Tao
	 	 
	 

	 	(Witness) 	 	 





[Signature Page to Dragon Image 2nd Share Charge]




 









 








	 	 	 
	Executed as a deed by

	 	) 
	For and on behalf of

	 	) 
	CICC SUN COMPANY LIMITED

	 	) 
	in the presence of:-

	 	) 






	 	 	 	 	 
	By:
	 	/s/ Shirley Chen	 	 
	 

	 	 

Name: Shirley Chen
	 	 
	 

	 	Title: Director	 	 












	 	 	 	 	 
	By:
	 	/s/ Xin, Jie	 	 
	 

	 	 

Name: Xin, Jie
	 	 





[Signature Page to Dragon Image 2nd Share Charge]



 









 









	 	 	 
	Executed as a deed by

	 	) 
	For and on behalf of

	 	) 
	CARLYLE ASIA GROWTH PARTNERS III, L.P.

	 	) 
	in the presence of:-

	 	) 






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	 	 






	 	 	 
	Executed as a deed by

	 	) 
	For and on behalf of

	 	) 
	CAGP III CO-INVESTMENT, L.P.

	 	) 
	in the presence of:-

	 	) 






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	 	 






[Signature Page to Dragon Image 2nd Share Charge]




 









 








	 	 	 
	Executed as a deed by

	 	) 
	For and on behalf of

	 	) 
	STARR INVESTMENTS CAYMAN II, INC.

	 	) 
	in the presence of:-

	 	) 






	 	 	 	 	 
	By:
	 	/s/ Michael Horvath 	 	 
	 

	 	 

Name: Michael Horvath
	 	 
	 

	 	Title: Director	 	 






[Signature Page to Dragon Image 2nd Share Charge]