EX-4.6



 Exhibit 4.6 

Dated the day of March 1, 2014 

THE PERSONS NAMED IN SCHEDULE 1 

(as the “Transferors”) 

and 
 IKANG HEALTHCARE GROUP,
INC. 
 (as the “Company”) 

and 
 IKANG GUOBIN HEALTHCARE
GROUP, INC. 
  
  

SHARE SWAP AGREEMENT 
  

 

  
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 THIS AGREEMENT is made the day of March 1, 2014 

BETWEEN: 
  

	(1)	The persons whose names and addresses are set out in the first column of Schedule 1 (each, a “Transferor” and collectively, the “Transferors”); 


 

	(2)	IKANG HEALTHCARE GROUP, INC., a company incorporated with limited liability in the Cayman Islands and its registered office is situate at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111,
Cayman Islands (the “Company”); and 

  

	(3)	IKANG GUOBIN HEALTHCARE GROUP, INC., a company incorporated with limited liability in the British Virgin Islands and its registered office is situate at the offices of Moore Stephens International Services (BVI)
Limited, Palm Grove house, P.O. Box 3186, Wickhams Cay I, Road Town, Tortola, British Virgin Islands (“BVI Sub”). 


RECITALS 
 WHEREAS: 

 

	(A)	The Transferors are the registered and beneficial owners of all of the issued shares of BVI Sub and their respective shareholdings in BVI Sub are set out opposite their respective names in the second column of Schedule
1. 

  

	(B)	The Transferors have agreed to transfer to the Company all of the issued shares of BVI Sub in exchange of the Company issuing and allotting to each of the Transferors the Consideration Shares set out opposite their
respective names in the third column of Schedule 1. 

 NOW IT IS HEREBY AGREED as follows: 

 

	1.	DEFINITIONS 

  

	1.1.	In this Agreement (including the Recitals), the following expressions have the following meanings: - 

  

			
	“Completion”	  	means completion of the events set out in Clause 4;
		
	“Consideration Shares”	  	means the shares in the Company to be allotted and issued to the Transferors in consideration of and exchange for the transfer of the BVI Sub Shares pursuant to
Clause 2.2;



  
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	“BVI Sub Shares”	  	means the shares of BVI Sub, to be transferred to the Company pursuant to Clause 2.1;
		
	“Shareholders’ Agreement”	  	means the Shareholders’ Agreement of BVI Sub entered into as of March 28, 2013 by and among BVI Sub, each of the Company Group Holdcos (as defined therein), the Founders (as defined therein) and the shareholders of BVI
Sub;
		
	“US$”	  	means United States dollars.


  

	1.2.	Clause headings are for convenience only and shall not affect the construction of this Agreement. 

  

	1.3.	The expression “Company” and “Transferors” shall, where the context provides, include their respective successors, personal representatives and permitted assigns. 


 

	1.4.	References herein to Clauses, Recitals and Schedules are to clauses of and recitals and schedules to this Agreement unless the context requires otherwise and references to this Agreement include the Schedules.


  

	1.5.	References herein to this Agreement are to this agreement for the acquisition of the entire issued share capital of the Company as amended, varied and modified from time to time. 


 

	1.6.	Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing a gender include every gender. 


 

	1.7.	All warranties, representation, indemnities, covenants, agreements and obligations given or entered into by more than one person are given or entered into severally. 


 

	2.	SHARE SWAP 

  

	2.1.	Subject to the provisions of this Agreement, each of the Transferors shall as registered and beneficial owner sell and transfer to the Company and the Company shall purchase and accept transfer of the number of BVI Sub
Shares set out opposite the respective names of the Transferors in the second column of Schedule 1 free from all claims, liens, charges, encumbrances, equities and other third party rights whatsoever and together with all rights now or hereafter
attaching thereto. 

  

	2.2.	The Company shall, in consideration of the aforesaid sales and transfer, allot and issue, credited as fully paid, the Consideration Shares to each of the Transferors, the number of which are set out against each such
Transferor’s name in the third column of Schedule 1. 

  

	2.3.	Each of the Transferors hereby waives all right of first refusal, right of co-sale and pre-emptive right over the BVI Sub Shares or any of them or any proceeds deriving therefrom to which they or any other person may be
entitled under the memorandum of association and articles of association of the BVI Sub or otherwise to the extent required for the sale and purchase of the BVI Sub Shares in accordance with the terms of this Agreement. 


  
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	2.4.	The Investors (as defined in the Shareholders’ Agreement), who collectively comprise the Majority Series F Holders (as defined in the Shareholders’ Agreement), hereby consent to the sale and transfer of the
Founders’ BVI Sub Shares, pursuant to Section 2.2 of the Shareholders’ Agreement. 

  

	3.	REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE TRANSFERORS 

  

	3.1.	Each of the Transferors hereby severally represents, warrants and undertakes to the Company (to the intent that the provisions of this Clause shall continue to have full force and effect notwithstanding Completion) in
the terms set out in Part A of Schedule 2 and acknowledge that the Company in entering into this Agreement is relying on such representations, warranties and undertakings and the accuracy of the matters disclosed and that the Company shall be
entitled to treat the same as conditions of this Agreement. Each of the Transferors also severally represents, warrants and undertakes to the Company that the information and/or statements contained in Recital (A) are and will at all times up
to and including Completion be true, complete and accurate in all respects with respect to itself. 

  

	3.2.	BVI Sub hereby represents, warrants and undertakes to each of the Transferors (to the intent that the provisions of this Clause shall continue to have full force and effect notwithstanding Completion) in the terms set
out in Part B of Schedule 2 and acknowledge that each of the Transferors in entering into this Agreement is relying on such representations, warranties and undertakings and the accuracy of the matters disclosed and that each of the Transferors shall
be entitled to treat the same as conditions of this Agreement. 

  

	3.3.	The Company hereby represents, warrants and undertakes to each of the Transferors (to the intent that the provisions of this Clause shall continue to have full force and effect notwithstanding Completion) in the terms
set out in Part C of Schedule 2 and acknowledge that each of the Transferors in entering into this Agreement is relying on such representations, warranties and undertakings and the accuracy of the matters disclosed and that each of the Transferors
shall be entitled to treat the same as conditions of this Agreement. 

  

	3.4.	The said representations, warranties and undertakings are given subject to the qualifications set out in this Agreement but no other information relating to the Company of which the Company has knowledge (actual or
constructive) and no investigation by or on behalf of the Company shall prejudice any claim by the Company under such representations, warranties and undertakings or under the indemnity contained in Clause 3.8 or operate to reduce any amount
recoverable, nor shall it be a defence to any claim against the Transferors or any of them that the Company knew or ought to have known or had constructive knowledge of any information relating to the circumstances giving rise to such claim.



  
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	3.5.	Each of the representations, warranties and undertakings set out in Schedule 2 shall be separate and independent and save as expressly provided shall not be limited or restricted by reference to or inference from the
terms of any other representations, warranties and undertakings or any other part of this Agreement. 

  

	3.6.	The representations, warranties and undertakings set out in Schedule 2 shall be deemed to be repeated at Completion as if all references to Schedule 2 to the date of this Agreement were references to the date of
Completion. 

  

	3.7.	In the event of it being found prior to Completion that any of the said representations, warranties or undertakings are untrue, misleading or incorrect or have not been fully carried out in any material respect (except
for those which are expressly allowed to be carried out at a later time), or in the event of any matter or thing arising or becoming known or being notified to the Company which is inconsistent with any such representation, warranty or undertaking
or any other provision of this Agreement or in the event of the Transferors becoming unable or failing to do anything required to be done by them at or before Completion, the Company shall not be bound to proceed to Completion and the Company may by
notice rescind this Agreement without any liability on its part. The right conferred upon the Company by this Clause is in addition to and without prejudice to any other rights of the Company (including any rights to claim damages or compensation
from the Transferors by reason of any such breach or non-fulfillment) and failure to exercise it shall not constitute a waiver of any such rights. 

  

	3.8.	Each of the Transferors hereby severally undertakes to indemnify the Company on a full indemnity basis and hold the Company harmless from and against any loss, liability, damages or claims suffered by the Company or the
Company including all charges, interests and penalties as a result of or in connection with any breach of any of the said representations, warranties and undertakings and or any other terms of this Agreement by such Transferor including, but not
limited to, any diminution in the value of the assets of and/or any payment made or required to be made by the Company or the Company and any costs and expenses incurred as a result of such breach or in connection with the rectification of any of
such breach provided that the indemnity contained in this Clause shall be without prejudice to any other rights and remedies of the Company in relation to any such breach of representation, warranty or undertaking and all such other rights and
remedies are hereby expressly reserved to the Company. 

  

	3.9.	Each of the Transferors undertakes to promptly notify the Company in writing of any matter or thing of which such Transferor becomes aware which is or may in its reasonable opinion be or lead to a breach of or be
inconsistent with any of the representations warranties and undertakings herein contained with respect to itself. 

  

	3.10.	Each of the Transferors undertakes, in relation to any warranty which refers to the knowledge, information and belief of the Transferors, that it has made full enquiry into the subject matter of that warranty and that
it does not have the knowledge, information or belief that the subject matter of that warranty may not be correct, complete or accurate. 


  
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	4.	COMPLETION 

  

	4.1.	Completion shall take place at the Company’s offices forthwith after the signing of this Agreement or such other place and time as may be agreed between the Transferors and the Company. 


 

	4.2.	All of the actions to be taken by each Transferor pursuant to Completion for such Transferor’s BVI Sub Shares shall be subject to such Completion occurring simultaneously with Completion for each of the other
Transferors’ BVI Sub Shares, and none of the actions with respect to Completion for a Transferor shall be deemed to have occurred until Completion with respect to each Transferor is complete. 


 

	4.3.	At Completion, each Transferor shall: 

  

	 	(a)	deliver or procure to be delivered to the Company: 

  

	 	(i)	the original share certificates for the BVI Sub Shares (if any have been issued previously) held by such Transferor; 

  

	 	(ii)	(if so requested by the directors of the Company) share transfer forms duly executed by such Transferor in respect of the transfer by such Transferor to the Company of its BVI Sub Shares; 


 

	 	(iii)	a true copy certified by a director of BVI Sub of the board resolutions of BVI Sub approving the transfer by the Transferors to the Company of the BVI Sub Shares and the execution, delivery and performance of this
Agreement, the updating of the register of members of BVI Sub and registration of the Company as a member of BVI Sub and the issue of share certificates in respect of the BVI Sub Shares to the Company; 


 

	 	(iv)	such other documents as may be required to give a good, complete and effective transfer of title of the BVI Sub Shares to the Company and to enable the Company to become the registered holder(s) thereof, if applicable;
and 

  

	 	(b)	procure that the Company be duly registered as the holder of the BVI Sub Shares subject to the memorandum and articles of association of BVI Sub and arrange and/or procure the issuance of the share certificates in
respect of the BVI Sub Shares and the due delivery of the same to the Company. 

  

	4.4.	At Completion, the Company shall: 

  

	 	(a)	deliver or procure to be delivered to each of the Transferors a true copy (certified by a director of the Company) of its board resolutions approving the acceptance of the transfer by the Transferors of their respective
BVI Sub Shares to the Company, the execution, delivery and performance of this Agreement, the allotment and issue by the Company of the relevant number of Consideration Shares to each of the Transferors and/or its nominees in the manner and as
provided and referred to in Clause 2.2, all credited as fully paid, the updating of the Company’s register of members, and the appointment of directors to the board of the Company such that the board of the Company comprises the same members as
the board of BVI Sub as at immediately before the date of this Agreement; 


  
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	 	(b)	deliver or procure to be delivered to each of the Transferors a true copy (certified by a director of the Company) of its shareholders’ resolution adopting the amended memorandum and articles of association
substantially in the form attached hereto as Schedule 3 (“Amended Articles”) and approving the amendments to the authorized share capital as specified in the Amended Articles; 


 

	 	(c)	simultaneously with the transfer by each Transferor of its BVI Sub Shares to the Company, allot and issue the Consideration Shares to each such Transferor and/or its nominees in the manner and as provided and referred
to in Clause 2.2; 

  

	 	(d)	deliver or procure to be delivered to each of the Transferors a true copy certified by the registered agent of the Company of the updated register of directors of the Company as at immediately following Completion,
reflecting the appointment of directors to the board of the Company such that the board of the Company comprises the same members as the board of BVI Sub as at immediately before the date of this Agreement; 


 

	 	(e)	deliver or procure to be delivered to each of the Transferors a true copy certified by the registered agent of BVI Sub of the updated register of members of BVI Sub as at immediately following Completion reflecting the
sale and transfer by all of the Transferors of all of their respective BVI Sub Shares to the Company; and 

  

	 	(f)	deliver or procure to be delivered to each of the Transferors a true copy certified by the registered office of the Company of the updated register of members of the Company as at immediately following Completion
reflecting the issue and allotment by the Company of all of the relevant number of Consideration Shares to each of the Transferors and/or its nominees in the manner and as provided and referred to in Clause 2.2 and share certificates in respect of
the relevant number of Consideration Shares to each of the Transferors and/or its nominees. 


  
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	4.5.	At Completion, the Company, BVI Sub, the Transferors and the other parties thereto shall enter into the Shareholders’ Agreement of the Company, substantially in the form appended hereto at Schedule 4
(“Cayman Co Shareholders’ Agreement”), and the Company shall deliver or procure to be delivered to each of the Transferors an original copy of the Cayman Co Shareholders’ Agreement duly executed by each of the parties
thereto. 

  

	4.6.	The transfer by a Transferor of the BVI Sub Shares to the Company under Clause 4.3 (“BVI Sub Transfer”) and the issue and allotment under Clause 4.4 by the Company of Consideration Shares to such
Transferor and/or its nominees in the manner and as provided and referred to in Clause 2.2 (“Cayman Co Issue”) shall occur simultaneously, and none of the actions with respect to the BVI Sub Transfer or the Cayman Co Issue with
respect to a Transferor shall be deemed to have occurred until all of the steps for the BVI Sub Transfer and Cayman Co Issue are complete. 

  

	5.	FURTHER ASSURANCE 

  

	  	Each of the Transferors and the Company shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to vest in the Company full and absolute title in
the BVI Sub Shares and give full effect to the terms of this Agreement. 

  

	6.	COSTS 

  

	  	All taxes (if any) in relation to the transfer of the BVI Sub Shares shall be borne by the Company solely. 

  

	7.	NOTICES 

  

	7.1.	Each communication under this Agreement shall be made in writing but, unless otherwise stated, may be made by facsimile or letter. Each communication or document to be delivered to any party under this Agreement shall
be sent to that party at the facsimile number or address set out below their name in Schedule 1. 

  

	7.2	All communications shall be served by the following means and the addressee of a communication shall be deemed to have received the same within the time stated adjacent to the relevant means of dispatch.


  

	7.3	Any such communication will take effect, in the case of a letter sent by registered post, on the third day after posting; in the case of a letter sent by courier, at the time of delivery; in the case of facsimile
transmission, at the time of despatch if the correct error-free transmission report is received; provided that if such communication would take effect outside business hours then it shall be deemed to be received on the next business day in the
place of receipt. Any communication not by letter shall be confirmed by letter but failure to send or receive the letter of confirmation shall not invalidate the original communication. 


  
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	8.	COUNTERPARTS 

  

	  	This Agreement may be executed in counterparts and by fax or other electronic means, each of which shall be deemed an original but all of which taken together shall constitute one and the same document.


  

	9.	ASSIGNMENT 

  

	  	This Agreement shall be binding on and shall enure for the benefit of the successors and assignees of the parties hereto but shall not be capable of assignment by any party without the written consent of the other
party. 

  

	10.	GOVERNING LAW AND JURISDICTION 

  

	  	This Agreement shall be governed by and construed in accordance with the laws of the British Virgin Islands and the parties hereto hereby irrevocably submit to the non-exclusive
jurisdiction of the courts of British Virgin Islands. 


  
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 SCHEDULE 1 

THE TRANSFERORS 
  

									
	 Names and registered office of the Transferors
	 	 Number and class of

BVI Sub Shares to be
transferred to the
Company
	 	 Number of

Consideration Shares
to be issued and
allotted to the
Transferor
	 	 Number of Shares in
the Company held by
the Transferor prior to
the
Completion
	 	 Total Number of
shares in the Company
held by the Transferor
after the
Completion

					
	 Gold Partner Consultants Limited
 P.O. Box 957,
Offshore Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	357,865 Class A Common Shares of US$0.01 par value each	 	357,865 Class A Common Shares of US$0.01 par value each	 	-	 	357,865 Class A Common Shares of US$0.01 par value each
					
	 Zero Gap Treasure Inc.
 Sea Meadow House,
Blackburne Highway,
 Road Town, Tortola, British Virgin Islands
	 	200,190 Class A Common Shares of US$0.01 par value each	 	200,190 Class A Common Shares of US$0.01 par value each	 	-	 	200,190 Class A Common Shares of US$0.01 par value each
					
	 Gamay Portfolio Inc.
 Pasea Estate, Road Town,
Tortola, British
 Virgin Islands
	 	3,323 Class A Common Shares of US$0.01 par value each	 	3,323 Class A Common Shares of US$0.01 par value each	 	-	 	3,323 Class A Common Shares of US$0.01 par value each
					
	 Nexus Concept Limited
 Woodbourne Hall, Road
Town, Tortola, British
 Virgin Islands
	 	3,323 Class A Common Shares of US$0.01 par value each	 	3,323 Class A Common Shares of US$0.01 par value each	 	-	 	3,323 Class A Common Shares of US$0.01 par value each
					
	 Sino Advance Limited
 Sea Meadow House,
Blackburne Highway,
 Road Town, Tortola, British Virgin Islands
	 	3,323 Class A Common Shares of US$0.01 par value each	 	3,323 Class A Common Shares of US$0.01 par value each	 	-	 	3,323 Class A Common Shares of US$0.01 par value each
					
	 Top Media Holdings Limited
 P.O. Box 3321, Drake
Chambers, Road Town,
 Tortola, British Virgin Islands
	 	67,601 Class A Common Shares of US$0.01 par value each	 	67,601 Class A Common Shares of US$0.01 par value each	 	-	 	67,601 Class A Common Shares of US$0.01 par value each
					
	 ShanghaiMed, Inc.
 Palm Grove House, P.O. Box
3186, Wickhams
 Cay I, Road Town, Tortola, British Virgin Islands
	 	196,139 Class A Common Shares of US$0.01 par value each	 	196,139 Class A Common Shares of US$0.01 par value each	 	-	 	196,139 Class A Common Shares of US$0.01 par value each
					
	 Time Intelligent Finance Limited
 P.O. Box 957,
Offshore Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	 116,131 Class A Common Shares of US$0.01 par value each
	 	116,130 Class A Common Shares of US$0.01 par value each	 	One (1) Ordinary Share of US$0.01 par value each	 	116,131 Class A Common Shares of US$0.01 par value each
					
	 Wisdom Power International Limited
 Akara
Building, 24 De Castro Street, Wickhams
 Cay I, Road Town, Tortola, British Virgin Islands
	 	11,914 Class A Common Shares of US$0.01 par value each	 	11,914 Class A Common Shares of US$0.01 par value each	 	-	 	11,914 Class A Common Shares of US$0.01 par value each


  
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	 Top Fortune Win Ltd.
 P.O. Box 957, Offshore
Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	1,551,120 Class A Common Shares of US$0.01 par value each	 	1,551,120 Class A Common Shares of US$0.01 par value each	 	-	 	1,551,120 Class A Common Shares of US$0.01 par value each
					
	 Favoured Star Ltd.
 P.O. Box 957, Offshore
Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	168,327 Class A Common Shares of US$0.01 par value each	 	168,327 Class A Common Shares of US$0.01 par value each	 	-	 	168,327 Class A Common Shares of US$0.01 par value each
					
	 Star Rising Ltd.
 P.O. Box 957, Offshore
Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	442,943 Class A Common Shares of US$0.01 par value each	 	442,943 Class A Common Shares of US$0.01 par value each	 	-	 	442,943 Class A Common Shares of US$0.01 par value each
					
	 Perfect Fortune Success Ltd.
 P.O. Box 957,
Offshore Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	153,304 Class A Common Shares of US$0.01 par value each	 	153,304 Class A Common Shares of US$0.01 par value each	 	-	 	153,304 Class A Common Shares of US$0.01 par value each
					
	 Fortune Diamond Ltd.
 P.O. Box 957, Offshore
Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	497,732 Class A Common Shares of US$0.01 par value each	 	497,732 Class A Common Shares of US$0.01 par value each	 	-	 	497,732 Class A Common Shares of US$0.01 par value each
					
	 Intellect First Limited
 P.O. Box 957, Offshore
Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	58,568 Class A Common Shares of US$0.01 par value each	 	58,568 Class A Common Shares of US$0.01 par value each	 	-	 	58,568 Class A Common Shares of US$0.01 par value each
					
	 Pacven Walden Ventures VI, L.P.
 One California
Street, 28th Floor, San Francisco,
 CA 94111, U.S.A.
	 	6,388 Class A Common Shares of US$0.01 par value each	 	6,388 Class A Common Shares of US$0.01 par value each	 	-	 	6,388 Class A Common Shares of US$0.01 par value each
					
	 Pacven Walden Ventures Parallel VI, L.P.
 One
California Street, 28th Floor, San Francisco,
 CA 94111, U.S.A.
	 	497 Class A Common Shares of US$0.01 par value each	 	497 Class A Common Shares of US$0.01 par value each	 	-	 	497 Class A Common Shares of US$0.01 par value each
					
	 Fulberto Limited
 P.O. Box 957, Offshore
Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	2,427 Class A Common Shares of US$0.01 par value each	 	2,427 Class A Common Shares of US$0.01 par value each	 	-	 	2,427 Class A Common Shares of US$0.01 par value each
					
	 Ying Ci
 Blk B, Flat 525, 23 A Kung Ngam
Road,
 Shaukian, Hong Kong
	 	364 Class A Common Shares of US$0.01 par value each	 	364 Class A Common Shares of US$0.01 par value each	 	-	 	364 Class A Common Shares of US$0.01 par value each
					
	 Popular World Ltd
 Akara Bldg, 24 De Castro
Street, Wickhams
 Cay I, Road Town, Tortola, British Virgin Islands
	 	842 Class A Common Shares of US$0.01 par value each	 	842 Class A Common Shares of US$0.01 par value each	 	-	 	842 Class A Common Shares of US$0.01 par value each


  
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	 United Sheen Limited
 P.O. Box 957, Offshore
Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	3,549 Class A Common Shares of US$0.01 par value each	 	3,549 Class A Common Shares of US$0.01 par value each	 	-	 	3,549 Class A Common Shares of US$0.01 par value each
					
	 Clarity Creek International Limited
 P.O. Box
957, Offshore Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	1,993 Class A Common Shares of US$0.01 par value each	 	1,993 Class A Common Shares of US$0.01 par value each	 	-	 	1,993 Class A Common Shares of US$0.01 par value each
					
	 Easejoint Limited
 P.O. Box 957, Offshore
Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	390,511 Class A Common Shares of US$0.01 par value each	 	390,511 Class A Common Shares of US$0.01 par value each	 	-	 	390,511 Class A Common Shares of US$0.01 par value each
					
	 Honor Shine Group Limited
 Akara Bldg., 24 De
Castro Street, Wickhams
 Cay 1, Road Town, Tortola, British Virgin Islands
	 	200,000 Class A Common Shares of US$0.01 par value each	 	200,000 Class A Common Shares of US$0.01 par value each	 	-	 	200,000 Class A Common Shares of US$0.01 par value each
					
	 NewQuest Asia Investments Limited
 c/o Trident
Trust Company (Mauritius), 5th Floor,
 Barkly Wharf, Le Caudan Waterfront, Port Louis, Mauritius
	 	34,303 Class A Common Shares of US$0.01 par value each	 	34,303 Class A Common Shares of US$0.01 par value each	 	-	 	34,303 Class A Common Shares of US$0.01 par value each
					
	 MAX MAJOR CORP.
 c/o CCS Management Limited, 263
Main Street, P.O. Box 2196, Road Town, Tortola, British Virgin Islands
	 	3,056 Class A Common Shares of US$0.01 par value each	 	3,056 Class A Common Shares of US$0.01 par value each	 	-	 	3,056 Class A Common Shares of US$0.01 par value each
					
	 Zhang Xiao Qi
 65C, Tower 5, Sorrento, No. 1
Austin Road,
 Kowloon, Hong Kong
	 	6,292 Class A Common Shares of US$0.01 par value each	 	6,292 Class A Common Shares of US$0.01 par value each	 	-	 	6,292 Class A Common Shares of US$0.01 par value each
					
	 OPULENT LION LIMITED
 NovaSage Chambers, P.O.
Box 4389, Road
 Town, Tortola, British Virgin Islands
	 	78,432 Class A Common Shares of US$0.01 par value each	 	78,432 Class A Common Shares of US$0.01 par value each	 	-	 	78,432 Class A Common Shares of US$0.01 par value each
					
	 Hugo Shong
 2340 VILIA HEIGHTS RD, PASADENA CA
91109-1144, USA
	 	39,216 Class A Common Shares of US$0.01 par value each	 	39,216 Class A Common Shares of US$0.01 par value each	 	-	 	39,216 Class A Common Shares of US$0.01 par value each
					
	 ShanghaiMed, Inc.
 Palm Grove House, P.O. Box
3186, Wickhams
 Cay I, Road Town, Tortola, British Virgin Islands
	 	1,570,000 Class B Common Shares of US$0.01 par value each	 	1,570,000 Class B Common Shares of US$0.01 par value each	 	-	 	1,570,000 Class B Common Shares of US$0.01 par value each
					
	 ShanghaiMed, Inc.
 Palm Grove House, P.O. Box
3186, Wickhams
 Cay I, Road Town, Tortola, British Virgin Islands
	 	770,000 Series A Preferred Shares of US$0.01 par value each	 	770,000 Series A Preferred Shares of US$0.01 par value each	 	-	 	770,000 Series A Preferred Shares of US$0.01 par value each


  
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	 Gold Partner Consultants Limited
 P.O. Box 957,
Offshore Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	50,000 Series A Preferred Shares of US$0.01 par value each	 	50,000 Series A Preferred Shares of US$0.01 par value each	 	-	 	50,000 Series A Preferred Shares of US$0.01 par value each
					
	 Time Intelligent Finance Limited
 P.O. Box 957,
Offshore Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	123,305 Series A Preferred Shares of US$0.01 par value each	 	123,305 Series A Preferred Shares of US$0.01 par value each	 	-	 	123,305 Series A Preferred Shares of US$0.01 par value each
					
	 Clarity Creek International Limited
 P.O. Box
957, Offshore Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	20,000 Series A Preferred Shares of US$0.01 par value each	 	20,000 Series A Preferred Shares of US$0.01 par value each	 	-	 	20,000 Series A Preferred Shares of US$0.01 par value each
					
	 Wisdom Power International Limited
 Akara
Building, 24 De Castro Street, Wickhams
 Cay I, Road Town, Tortola, British Virgin Islands
	 	50,000 Series A Preferred Shares of US$0.01 par value each	 	50,000 Series A Preferred Shares of US$0.01 par value each	 	-	 	50,000 Series A Preferred Shares of US$0.01 par value each
					
	 Pacven Walden Ventures VI, L.P.
 One California
Street, 28th Floor, San Francisco, CA 94111, U.S.A. (R.O. : P.O. Box 309, Ugland House, Grand Cayman, Cayman Islands, British West Indies)
	 	29,097 Series A Preferred Shares of US$0.01 par value each	 	29,097 Series A Preferred Shares of US$0.01 par value each	 	-	 	29,097 Series A Preferred Shares of US$0.01 par value each
					
	 Pacven Walden Ventures Parallel VI, L.P.
 One
California Street, 28th Floor, San Francisco, CA 94111, U.S.A. (R.O. : P.O. Box 309, Ugland House, Grand Cayman, Cayman Islands, British West Indies)
	 	2,266 Series A Preferred Shares of US$0.01 par value each	 	2,266 Series A Preferred Shares of US$0.01 par value each	 	-	 	2,266 Series A Preferred Shares of US$0.01 par value each
					
	 Top Fortune Win Ltd.
 P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin Islands
	 	50,000 Series A Preferred Shares of US$0.01 par value each	 	50,000 Series A Preferred Shares of US$0.01 par value each	 	-	 	50,000 Series A Preferred Shares of US$0.01 par value each
					
	 ShanghaiMed, Inc.
 Palm Grove House, P.O. Box
3186, Wickhams Cay I, Road Town, Tortola, British Virgin Islands
	 	52,268 Series B Preferred Shares of US$0.01 par value each	 	52,268 Series B Preferred Shares of US$0.01 par value each	 	-	 	52,268 Series B Preferred Shares of US$0.01 par value each
					
	 Time Intelligent Finance Limited
 P.O. Box 957,
Offshore Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	159,679 Series B Preferred Shares of US$0.01 par value each	 	159,679 Series B Preferred Shares of US$0.01 par value each	 	-	 	159,679 Series B Preferred Shares of US$0.01 par value each
					
	 WI Harper Inc Fund VI Ltd.
 P.O. Box 309GT,
Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands
	 	474,421 Series B Preferred Shares of US$0.01 par value each	 	474,421 Series B Preferred Shares of US$0.01 par value each	 	-	 	474,421 Series B Preferred Shares of US$0.01 par value each
					
	 WI Harper Inc Fund VI Ltd.
 P.O. Box 309GT,
Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands
	 	683,055 Series C-1 Preferred Shares of US$0.01 par value each	 	683,055 Series C-1 Preferred Shares of US$0.01 par value each	 	-	 	683,055 Series C-1 Preferred Shares of US$0.01 par value each


  
 13 









									
					
	 MAX MAJOR CORP.
 c/o CCS Management Limited, 263
Main Street, P.O. Box 2196, Road Town, Tortola, British Virgin Islands
	 	63,540 Series C-1 Preferred Shares of US$0.01 par value each	 	63,540 Series C-1 Preferred Shares of US$0.01 par value each	 	-	 	63,540 Series C-1 Preferred Shares of US$0.01 par value each
					
	 Zhang Xiao Qi
 65C, Tower 5, Sorrento, No. 1
Austin Road,
 Kowloon, Hong Kong
	 	47,655 Series C-1 Preferred Shares of US$0.01 par value each	 	47,655 Series C-1 Preferred Shares of US$0.01 par value each	 	-	 	47,655 Series C-1 Preferred Shares of US$0.01 par value each
					
	 Top Media Holdings Limited
 P.O. Box 3321, Drake
Chambers, Road Town, Tortola, British Virgin Islands
	 	126,286 Series C-2 Preferred Shares of US$0.01 par value each	 	126,286 Series C-2 Preferred Shares of US$0.01 par value each	 	-	 	126,286 Series C-2 Preferred Shares of US$0.01 par value each
					
	 Time Intelligent Finance Limited
 P.O. Box 957,
Offshore Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	392,889 Series C-3 Preferred Shares of US$0.01 par value each	 	392,889 Series C-3 Preferred Shares of US$0.01 par value each	 	-	 	392,889 Series C-3 Preferred Shares of US$0.01 par value each
					
	 ShanghaiMed, Inc.
 Palm Grove House, P.O. Box
3186, Wickhams Cay I, Road Town, Tortola, British Virgin Islands
	 	631,429 Series C-3 Preferred Shares of US$0.01 par value each	 	631,429 Series C-3 Preferred Shares of US$0.01 par value each	 	-	 	631,429 Series C-3 Preferred Shares of US$0.01 par value each
					
	 Top Fortune Win Ltd.
 P.O. Box 957, Offshore
Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	1,748,473 Series D-1 Preferred Shares of US$0.01 par value each	 	1,748,473 Series D-1 Preferred Shares of US$0.01 par value each	 	-	 	1,748,473 Series D-1 Preferred Shares of US$0.01 par value each
					
	 Favoured Star Ltd.
 P.O. Box 957, Offshore
Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	179,102 Series D-1 Preferred Shares of US$0.01 par value each	 	179,102 Series D-1 Preferred Shares of US$0.01 par value each	 	-	 	179,102 Series D-1 Preferred Shares of US$0.01 par value each
					
	 Star Rising Ltd.
 P.O. Box 957, Offshore
Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	61,949 Series D-1 Preferred Shares of US$0.01 par value each	 	61,949 Series D-1 Preferred Shares of US$0.01 par value each	 	-	 	61,949 Series D-1 Preferred Shares of US$0.01 par value each
					
	 Fortune Diamond Ltd.
 P.O. Box 957, Offshore
Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	43,658 Series D-1 Preferred Shares of US$0.01 par value each	 	43,658 Series D-1 Preferred Shares of US$0.01 par value each	 	-	 	43,658 Series D-1 Preferred Shares of US$0.01 par value each
					
	 Time Intelligent Finance Limited
 P.O. Box 957,
Offshore Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	470,758 Series D-1 Preferred Shares of US$0.01 par value each	 	470,758 Series D-1 Preferred Shares of US$0.01 par value each	 	-	 	470,758 Series D-1 Preferred Shares of US$0.01 par value each
					
	 Fulberto Limited
 P.O. Box 957, Offshore
Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	150,000 Series D-1 Preferred Shares of US$0.01 par value each	 	150,000 Series D-1 Preferred Shares of US$0.01 par value each	 	-	 	150,000 Series D-1 Preferred Shares of US$0.01 par value each


  
 14 









									
					
	 Ying Ci
 Blk B, Flat 525, 23 A Kung Ngam
Road,
 Shaukian, Hong Kong
	 	30,000 Series D-1 Preferred Shares of US$0.01 par value each	 	30,000 Series D-1 Preferred Shares of US$0.01 par value each	 	-	 	30,000 Series D-1 Preferred Shares of US$0.01 par value each
					
	 Popular World Ltd
 Akara Bldg, 24 De Castro
Street, Wickhams
 Cay I, Road Town, Tortola, British Virgin Islands
	 	69,372 Series D-1 Preferred Shares of US$0.01 par value each	 	69,372 Series D-1 Preferred Shares of US$0.01 par value each	 	-	 	69,372 Series D-1 Preferred Shares of US$0.01 par value each
					
	 Pacven Walden Ventures VI, L.P.
 One California
Street, 28th Floor, San Francisco, CA 94111, U.S.A. (R.O. : P.O. Box 309, Ugland House, Grand Cayman, Cayman Islands, British West Indies)
	 	57,829 Series D-1 Preferred Shares of US$0.01 par value each	 	57,829 Series D-1 Preferred Shares of US$0.01 par value each	 	-	 	57,829 Series D-1 Preferred Shares of US$0.01 par value each
					
	 Pacven Walden Ventures Parallel VI, L.P.
 One
California Street, 28th Floor, San Francisco, CA 94111, U.S.A. (R.O. : P.O. Box 309, Ugland House, Grand Cayman, Cayman Islands, British West Indies)
	 	4,503 Series D-1 Preferred Shares of US$0.01 par value each	 	4,503 Series D-1 Preferred Shares of US$0.01 par value each	 	-	 	4,503 Series D-1 Preferred Shares of US$0.01 par value each
					
	 Splendour Path Limited
 P.O. Box 957, Offshore
Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	75,000 Series D-1 Preferred Shares of US$0.01 par value each	 	75,000 Series D-1 Preferred Shares of US$0.01 par value each	 	-	 	75,000 Series D-1 Preferred Shares of US$0.01 par value each
					
	 Wisdom Power International Limited
 Akara
Building, 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands
	 	35,000 Series D-1 Preferred Shares of US$0.01 par value each	 	35,000 Series D-1 Preferred Shares of US$0.01 par value each	 	-	 	35,000 Series D-1 Preferred Shares of US$0.01 par value each
					
	 Celestial Speed Investments Limited
 P.O. Box
957, Offshore Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	50,000 Series D-1 Preferred Shares of US$0.01 par value each	 	50,000 Series D-1 Preferred Shares of US$0.01 par value each	 	-	 	50,000 Series D-1 Preferred Shares of US$0.01 par value each
					
	 Chrisfield Limited
 P.O. Box 957, Offshore
Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	50,000 Series D-1 Preferred Shares of US$0.01 par value each	 	50,000 Series D-1 Preferred Shares of US$0.01 par value each	 	-	 	50,000 Series D-1 Preferred Shares of US$0.01 par value each
					
	 AvantaLion, LLC
 2711 Centerville Road, Suite
400, Wilmington, Country of New Castle, Delaware, USA
	 	463,220 Series D-1 Preferred Shares of US$0.01 par value each	 	463,220 Series D-1 Preferred Shares of US$0.01 par value each	 	-	 	463,220 Series D-1 Preferred Shares of US$0.01 par value each
					
	 Top Fortune Win Ltd.
 P.O. Box 957, Offshore
Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	1,098,982 Series D-2 Preferred Shares of US$0.01 par value each	 	1,098,982 Series D-2 Preferred Shares of US$0.01 par value each	 	-	 	1,098,982 Series D-2 Preferred Shares of US$0.01 par value each
					
	 Favoured Star Ltd.
 P.O. Box 3321, Drake
Chambers, Road Town, Tortola, British Virgin Islands
	 	119,402 Series D-2 Preferred Shares of US$0.01 par value each	 	119,402 Series D-2 Preferred Shares of US$0.01 par value each	 	-	 	119,402 Series D-2 Preferred Shares of US$0.01 par value each


  
 15 









									
					
	 Time Intelligent Finance Limited
 P.O. Box 957,
Offshore Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	69,058 Series D-2 Preferred Shares of US$0.01 par value each	 	69,058 Series D-2 Preferred Shares of US$0.01 par value each	 	-	 	69,058 Series D-2 Preferred Shares of US$0.01 par value each
					
	 Clarity Creek International Limited
 P.O. Box
957, Offshore Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	100,000 Series D-2 Preferred Shares of US$0.01 par value each	 	100,000 Series D-2 Preferred Shares of US$0.01 par value each	 	-	 	100,000 Series D-2 Preferred Shares of US$0.01 par value each
					
	 Zero2IPO China Angel Fund I, L.P.
 Cricket
Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111
	 	61,105 Series D-2 Preferred Shares of US$0.01 par value each	 	61,105 Series D-2 Preferred Shares of US$0.01 par value each	 	-	 	61,105 Series D-2 Preferred Shares of US$0.01 par value each
					
	 Zero2IPO China Angel Affiliates Fund I, L.L.C.

Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111
	 	3,673 Series D-2 Preferred Shares of US$0.01 par value each	 	3,673 Series D-2 Preferred Shares of US$0.01 par value each	 	-	 	3,673 Series D-2 Preferred Shares of US$0.01 par value each
					
	 Pacven Walden Ventures VI, L.P.
 One California
Street, 28th Floor, San Francisco, CA 94111, U.S.A. (R.O. : P.O. Box 309, Ugland House, Grand Cayman, Cayman Islands, British West Indies)
	 	336,274 Series D-2 Preferred Shares of US$0.01 par value each	 	336,274 Series D-2 Preferred Shares of US$0.01 par value each	 	-	 	336,274 Series D-2 Preferred Shares of US$0.01 par value each
					
	 Pacven Walden Ventures Parallel VI, L.P.
 One
California Street, 28th Floor, San Francisco, CA 94111, U.S.A. (R.O. : P.O. Box 309, Ugland House, Grand Cayman, Cayman Islands, British West Indies)
	 	26,184 Series D-2 Preferred Shares of US$0.01 par value each	 	26,184 Series D-2 Preferred Shares of US$0.01 par value each	 	-	 	26,184 Series D-2 Preferred Shares of US$0.01 par value each
					
	 WI Harper Inc Fund VI Ltd.
 P.O. Box 309GT,
Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands
	 	141,166 Series D-2 Preferred Shares of US$0.01 par value each	 	141,166 Series D-2 Preferred Shares of US$0.01 par value each	 	-	 	141,166 Series D-2 Preferred Shares of US$0.01 par value each
					
	AvantaLion, LLC	 	116,780 Series D-2 Preferred Shares of US$0.01 par value each	 	116,780 Series D-2 Preferred Shares of US$0.01 par value each	 	-	 	116,780 Series D-2 Preferred Shares of US$0.01 par value each
					
	 United Sheen Limited
 P.O. Box 957, Offshore
Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	292,463 Series E Preferred Shares of US$0.01 par value each	 	292,463 Series E Preferred Shares of US$0.01 par value each	 	-	 	292,463 Series E Preferred Shares of US$0.01 par value each
					
	 Pacven Walden Ventures VI, L.P.
 One California
Street, 28th Floor, San Francisco, CA 94111, U.S.A. (R.O. : P.O. Box 309, Ugland House, Grand Cayman, Cayman Islands, British West Indies)
	 	180,890 Series E Preferred Shares of US$0.01 par value each	 	180,890 Series E Preferred Shares of US$0.01 par value each	 	-	 	180,890 Series E Preferred Shares of US$0.01 par value each


  
 16 









									
					
	 Pacven Walden Ventures Parallel VI, L.P.
 One
California Street, 28th Floor, San Francisco, CA 94111, U.S.A. (R.O. : P.O. Box 309, Ugland House, Grand Cayman, Cayman Islands, British West Indies)
	 	14,085 Series E Preferred Shares of US$0.01 par value each	 	14,085 Series E Preferred Shares of US$0.01 par value each	 	-	 	14,085 Series E Preferred Shares of US$0.01 par value each
					
	 Clarity Creek International Limited
 P.O. Box
957, Offshore Incorporations Centre,
 Road Town, Tortola, British Virgin Islands
	 	11,699 Series E Preferred Shares of US$0.01 par value each	 	11,699 Series E Preferred Shares of US$0.01 par value each	 	-	 	11,699 Series E Preferred Shares of US$0.01 par value each
					
	 NewQuest Asia Investments Limited
 c/o Trident
Trust Company (Mauritius), 5th Floor, Barkly Wharf, Le Caudan Waterfront, Port Louis, Mauritius
	 	2,226,536 Series E Preferred Shares of US$0.01 par value each	 	2,226,536 Series E Preferred Shares of US$0.01 par value each	 	-	 	2,226,536 Series E Preferred Shares of US$0.01 par value each
					
	 C. Power Enterprise Limited
 c/o Maples Finance
BVI Limited of Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands
	 	30,000 Series E Preferred Shares of US$0.01 par value each	 	30,000 Series E Preferred Shares of US$0.01 par value each	 	-	 	30,000 Series E Preferred Shares of US$0.01 par value each
					
	 MAX MAJOR CORP.
 c/o CCS Management Limited, 263
Main Street, P.O. Box 2196, Road Town, Tortola, British Virgin Islands
	 	38,995 Series E Preferred Shares of US$0.01 par value each	 	38,995 Series E Preferred Shares of US$0.01 par value each	 	-	 	38,995 Series E Preferred Shares of US$0.01 par value each
					
	 Zhang Xiao Qi
 65C, Tower 5, Sorrento, No. 1
Austin Road,
 Kowloon, Hong Kong
	 	77,990 Series E Preferred Shares of US$0.01 par value each	 	77,990 Series E Preferred Shares of US$0.01 par value each	 	-	 	77,990 Series E Preferred Shares of US$0.01 par value each
					
	 Ora Investment Pte Ltd.
 168 Robinson Road,
#37-01 Capital Tower,
 Singapore 068912
	 	816,193 Series E Preferred Shares of US$0.01 par value each	 	816,193 Series E Preferred Shares of US$0.01 par value each	 	-	 	816,193 Series E Preferred Shares of US$0.01 par value each
					
	 BEIDMHK Holding Limited
 Trident Chambers, P.O.
Box 146, Road Town,
 Tortola, British Virgin Islands
	 	600,606 Series E Preferred Shares of US$0.01 par value each	 	600,606 Series E Preferred Shares of US$0.01 par value each	 	-	 	600,606 Series E Preferred Shares of US$0.01 par value each
					
	 Broad Street Principal Investments, L.L.C.

Corporation Trust Center, 1209 Orange Street,
 Wilmington, DE
19801, USA
	 	3,028,125 Series F-1 Preferred Shares of US$0.01 par value each	 	3,028,125 Series F-1 Preferred Shares of US$0.01 par value each	 	-	 	3,028,125 Series F-1 Preferred Shares of US$0.01 par value each
					
	 MBD 2013, L.P.
 Corporation Trust Center, 1209
Orange Street,
 Wilmington, DE 19801, USA
	 	78,262 Series F-1 Preferred Shares of US$0.01 par value each	 	78,262 Series F-1 Preferred Shares of US$0.01 par value each	 	-	 	78,262 Series F-1 Preferred Shares of US$0.01 par value each
					
	 MBD 2013 Offshore, L.P.
 P.O. Box 309, Ugland
House, Grand Cayman,
 KY1-1104, Cayman Islands
	 	29,748 Series F-1 Preferred Shares of US$0.01 par value each	 	29,748 Series F-1 Preferred Shares of US$0.01 par value each	 	-	 	29,748 Series F-1 Preferred Shares of US$0.01 par value each


  
 17 









									
					
	 Bridge Street 2013, L.P.
 Corporation Trust
Center, 1209 Orange Street, Wilmington, DE 19801, USA
	 	289,160 Series F-1 Preferred Shares of US$0.01 par value each	 	289,160 Series F-1 Preferred Shares of US$0.01 par value each	 	-	 	289,160 Series F-1 Preferred Shares of US$0.01 par value each
					
	 Bridge Street 2013 Offshore, L.P.
 P.O. Box 309,
Ugland House, Grand Cayman,
 KY1-1104, Cayman Islands
	 	65,728 Series F-1 Preferred Shares of US$0.01 par value each	 	65,728 Series F-1 Preferred Shares of US$0.01 par value each	 	-	 	65,728 Series F-1 Preferred Shares of US$0.01 par value each
					
	 Ora Investment Pte Ltd.
 168 Robinson Road,
#37-01 Capital Tower,
 Singapore 068912
	 	3,117,173 Series F-1 Preferred Shares of US$0.01 par value each	 	3,117,173 Series F-1 Preferred Shares of US$0.01 par value each	 	-	 	3,117,173 Series F-1 Preferred Shares of US$0.01 par value each
					
	 BEIDMHK Holding Limited
 Trident Chambers, P.O.
Box 146, Road Town,
 Tortola, British Virgin Islands
	 	596,484 Series F-2 Preferred Shares of US$0.01 par value each	 	596,484 Series F-2 Preferred Shares of US$0.01 par value each	 	-	 	596,484 Series F-2 Preferred Shares of US$0.01 par value each


  
 18 








 SCHEDULE 2 

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 

Part A 
 Each of the Transferors hereby represents,
declares and warrants that: 
  

	1.	It has full power and authority and has obtained all necessary consents, waivers and licenses to enter into and perform the obligations to be performed by it under or pursuant to this Agreement and any agreement to be
entered into by it as herein mentioned. 

  

	2.	It is the registered and beneficial owner of the BVI Sub Shares held by it and is entitled to sell and/or transfer the BVI Sub Shares held by it and pass the full legal and beneficial ownership thereof with all rights
thereto to the Company on the terms of this Agreement. Each of the BVI Sub Shares held by it is fully paid up. There is no option, pre-emption right to acquire, mortgage, charge, pledge, lien or other form of security or encumbrance that has not
been waived on, over or affecting, any shares of the BVI Sub held by it beyond the present issued shares nor have any claims been made by any company or persons entitled to or claiming to be entitled to any of the foregoing, and there is no
agreement or commitment to give or create any of the foregoing. 

 Part B 

BVI Sub hereby represents, declares and warrants that: 
  

	1.	It has full power and authority and has obtained all necessary consents, waivers and licenses to enter into and perform the obligations to be performed by it under or pursuant to this Agreement and any agreement to be
entered into by it as herein mentioned. 

 Part C 

The Company hereby represents, declares and warrants that: 
  

	1.	It is duly incorporated and organised, and is validly existing and in good standing, under the laws of the Cayman Islands. 

  

	2.	The particulars contained in Schedule 1 with respect to the share capital structure of the Company immediately before and immediately after Completion are true, accurate and not misleading. There are no encumbrances on
any shares or equity interests in the Company or any arrangements or obligations to create any such encumbrances. The registered capital of the Company has been fully paid up. 


  
 19 









	3.	Other than the Consideration Shares to be issued to the Transferors on Completion and the rights contained in the Amended Articles to be adopted at Completion and the Cayman Co Shareholders’ Agreement to be entered
into at Completion, no person has the right (whether exercisable now or in the future and whether contingent or not) to call for the allotment, conversion, issue, registration, sale, transfer, amortisation or repayment of any share, equity or loan
capital or any other security giving rise to a right over the capital of the Company under any option or other agreement (including conversion rights and rights of pre-emption). 


 

	4.	It does not have any interest in and has not entered into any agreement to acquire, any equity interest or share capital or other security of any other company or entity other than the BVI Sub Shares pursuant to this
Agreement, or has any branch, division, establishment or operations. 

  

	5.	It has not given any power of attorney or any other authority (express, implied or ostensible) which is still outstanding or effective to any person to enter into any contract or commitment or to do anything on its
behalf. 

  

	6.	Since the date of its incorporation, it: 

  

	 	(a)	has not traded or carried on any business; 

  

	 	(b)	has not had any assets; 

  

	 	(c)	has not had any debts, liabilities or obligations (actual, contingent, present or future) or created any encumbrances; 

  

	 	(d)	has not entered into any contract; and 

  

	 	(e)	has not had any employees. 

  

	7.	It is not insolvent or unable to pay its debts, or in liquidation under the law of the Cayman Islands or other applicable laws. 

  

	8.	It is not involved, whether as claimant or defendant or other party in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration, actual, pending or threatened.


  

	9.	It has full power and authority and has obtained all necessary consents, waivers and licenses to enter into and perform the obligations to be performed by it under or pursuant to this Agreement and any agreement to be
entered into by it as herein mentioned. 

  

	10.	The Consideration Shares that are being issued to each of the Transferors hereunder, when issued, delivered and paid for in accordance with the terms of this Agreement for the consideration expressed herein, will be
duly and validly issued, fully paid and non-assessable, free from any encumbrances and will be free of restrictions on transfer (except for any restrictions on transfer under its memorandum and articles of association, the Cayman Companies Law and
under the Cayman Co Shareholders’ Agreement, where applicable). 


  
 20 









	11.	Except as set forth in its memorandum and articles of association and the Cayman Co Shareholders’ Agreement, the Consideration Shares are not subject to any preemptive rights, rights of first refusal or other
similar rights. 

  

	12.	All presently outstanding equity securities of the Company were duly and validly issued, fully paid and non-assessable, free and clear of any encumbrances and are free of restrictions on transfer (except for any
restrictions on transfer under applicable securities laws and under the Cayman Co Shareholders’ Agreement) and have been issued in compliance with the requirements of all applicable securities laws. 


 

	13.	After the Amended Articles have been adopted by resolution of the shareholders of the Company and have become effective at Completion, the authorised capital of the Company will consist of: 


 

	  	60,000,000 shares divided into eleven classes: (a) 1,094,668 Series A Preferred Shares with a par value of US$0.01 each; (b) 686,368 Series B Preferred Shares with a par value of US$0.01 each; (c) 794,250
Series C-1 Preferred Shares with a par value of US$0.01 each; (d) 126,286 Series C-2 Preferred Shares with a par value of US$0.01 each; (e) 1,024,318 Series C-3 Preferred Shares with a par value of US$0.01 each; (f) 3,488,864 Series
D-1 Preferred Shares with a par value of US$0.01 each; (g) 2,072,624 Series D-2 Preferred Shares with a par value of US$0.01 each; (h) 4,289,457 Series E Preferred Shares with a par value of US$0.01 each; (i) 6,608,196 Series F-1
Preferred Shares with a par value of US$0.01 each; (j) 596,484 Series F-2 Preferred Shares with a par value of US$0.01 each; (k) 37,648,485 Class A Common Shares with a par value of US$0.01 each; and (l) 1,570,000 Class B Common
Shares with a par value of US$0.01 each. 


  
 21 








 SCHEDULE 3 

AMENDED MEMORANDUM AND ARTICLES OF ASSOCIATION OF 

IKANG HEALTHCARE GROUP, INC. 

  
 22 








 SCHEDULE 4 

SHAREHOLDERS’ AGREEMENT OF 

IKANG HEALTHCARE GROUP, INC. 

  
 23 








 Execution Page 

AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first above written. 

The Company 
  

	
	SIGNED by
	
	/s/ IKANG HEALTHCARE GROUP, INC.
	

 BVI Sub 
  

	
	SIGNED by
	
	/s/ IKANG GUOBIN HEALTHCARE
	GROUP, INC.

 Transferors 

Class A Common Shares 
  

	
	SIGNED by
	
	/s/ Gold Partner Consultants Limited
	
	SIGNED by
	
	/s/ Zero Gap Treasure Inc.
	
	SIGNED by
	
	/s/ Gamay Portfolio Inc.
	
	SIGNED by
	
	/s/ Nexus Concept Limited
	
	SIGNED by
	
	/s/ Sino Advance Limited
	
	SIGNED by
	
	/s/ Top Media Holdings Limited

 Transferors 

Class A Common Shares 
  

	
	SIGNED by
	
	/s/ ShanghaiMed, Inc.
	
	SIGNED by
	
	/s/ Time Intelligent Finance Limited
	
	SIGNED by
	
	/s/ Wisdom Power International Limited









	
	
	SIGNED by
	
	/s/ Top Fortune Win Ltd.
	
	SIGNED by
	
	/s/ Favoured Star Ltd.
	
	SIGNED by
	
	/s/ Star Rising Ltd.

 Transferors 

Class A Common Shares 
  

	
	SIGNED by
	
	/s/ Perfect Fortune Success Ltd.
	
	SIGNED by
	
	/s/ Fortune Diamond Ltd.
	
	SIGNED by
	
	/s/ Intellect First Limited
	
	SIGNED by
	
	/s/ Pacven Walden Ventures VI, L.P.
	
	SIGNED by
	
	/s/ Pacven Walden Ventures Parallel VI, L.P.
	
	SIGNED by
	
	/s/ Fullberto Limited

 Transferors 

Class A Common Shares 
  

	
	 SIGNED by
 /s/ Ying Ci

	
	SIGNED by
	
	/s/ Popular World Ltd
	
	SIGNED by
	
	/s/ United Sheen Limited
	
	SIGNED by
	
	/s/ Clarity Creek International Limited









	
	
	SIGNED by
	
	/s/ Easejoint Limited
	
	SIGNED by
	
	/s/ Honor Shine Group Limited

 Transferors 

Class A Common Shares 
  

	
	SIGNED by
	
	/s/ NewQuest Asia Investments Limited
	
	SIGNED by
	
	/s/ MAX MAJOR CORP.
	
	 SIGNED by
 /s/
Zhang Xiao Qi

	
	SIGNED by
	
	/s/ OPULENT LION LIMITED
	
	SIGNED by 
	/s/ Hugo Shong

 Transferors 
 Class B
Common Shares 
  

	
	SIGNED by
	
	/s/ ShanghaiMed, Inc.

 Transferors 
 Series A
Preferred Shares 
  

	
	SIGNED by
	
	/s/ ShanghaiMed, Inc.
	
	SIGNED by
	
	/s/ Gold Partner Consultants Limited
	
	SIGNED by
	
	/s/ Time Intelligent Finance Limited
	
	SIGNED by
	
	/s/ Clarity Creek International Limited
	
	SIGNED by
	
	/s/ Wisdom Power International Limited









	
	
	SIGNED by
	
	/s/ Pacven Walden Ventures VI, L.P.

 Transferors 
 Series A
Preferred Shares 
  

	
	SIGNED by
	
	/s/ Pacven Walden Ventures Parallel VI, L.P.
	
	SIGNED by
	
	/s/ Top Fortune Win Ltd.

 Transferors 
 Series B
Preferred Shares 
  

	
	SIGNED by
	
	/s/ ShanghaiMed, Inc.
	
	SIGNED by
	
	/s/ Time Intelligent Finance Limited
	
	SIGNED by
	
	/s/ WI Harper Inc Fund VI Ltd.

 Transferors 
 Series
C-1 Preferred Shares 
  

	
	SIGNED by
	
	/s/ WI Harper Inc Fund VI Ltd.
	
	SIGNED by
	
	/s/ MAX MAJOR CORP.
	
	SIGNED by 
	/s/ Zhang Xiao Qi

 Transferors 
 Series
C-2 Preferred Shares 
  

	
	SIGNED by
	
	/s/ Top Media Holdings Limited








 Transferors 

Series C-3 Preferred Shares 
  

	
	SIGNED by
	
	/s/ Time Intelligent Finance Limited
	
	SIGNED by
	
	/s/ ShanghaiMed, Inc.

 Transferors 
 Series
D-1 Preferred Shares 
  

	
	SIGNED by
	
	/s/ Top Fortune Win Ltd.
	
	SIGNED by
	
	/s/ Favoured Star Ltd.
	
	SIGNED by
	
	/s/ Star Rising Ltd.
	
	SIGNED by
	
	/s/ Fortune Diamond Ltd.
	
	SIGNED by
	
	/s/ Time Intelligent Finance Limited
	
	SIGNED by
	
	/s/ Fullberto Limited

 Transferors 
 Series
D-1 Preferred Shares 
  

	
	SIGNED by 
	/s/ Ying Ci
	
	SIGNED by
	
	/s/ Popular World Ltd
	
	SIGNED by
	
	/s/ Pacven Walden Ventures VI, L.P.
	
	SIGNED by
	
	/s/ Pacven Walden Ventures Parallel VI, L.P.
	
	SIGNED by
	
	/s/ Splendour Path Limited









	
	
	SIGNED by
	
	/s/ Wisdom Power International Limited

 Transferors 
 Series
D-1 Preferred Shares 
  

	
	SIGNED by
	
	/s/ Celestial Speed Investments Limited
	
	SIGNED by
	
	/s/ Chrisfield Limited
	AvantaLion, LLC

 Transferors 
 Series
D-2 Preferred Shares 
  

	
	SIGNED by
	
	/s/ Top Fortune Win Ltd.
	
	SIGNED by
	
	/s/ Favoured Star Ltd.
	
	SIGNED by
	
	/s/ Time Intelligent Finance Limited
	
	SIGNED by
	
	/s/ Clarity Creek International Limited
	
	SIGNED by
	
	/s/ Zero2IPO China Angel Fund I, L.P.
	
	SIGNED by
	
	/s/ Zero2IPO China Angel Affiliates Fund I,
	  L.L.C.

 Transferors 
 Series
D-2 Preferred Shares 
  

	
	SIGNED by
	
	/s/ Pacven Walden Ventures VI, L.P.
	
	SIGNED by
	
	/s/ Pacven Walden Ventures Parallel VI, L.P.
	
	SIGNED by
	
	/s/ WI Harper Inc Fund VI Ltd









	
	
	SIGNED by
	
	/s/ AvantaLion, LLC

 Transferors 
 Series E
Preferred Shares 
  

	
	SIGNED by
	
	/s/ United Sheen Limited
	
	SIGNED by
	
	/s/ Pacven Walden Ventures VI, L.P.
	
	SIGNED by
	
	/s/ Pacven Walden Ventures Parallel VI, L.P.
	
	SIGNED by
	
	/s/ Clarity Creek International Limited
	
	SIGNED by
	
	/s/ NewQuest Asia Investments Limited
	
	SIGNED by
	
	/s/ C. Power Enterprise Limited

 Transferors 
 Series E
Preferred Shares 
  

	
	SIGNED by
	
	/s/ MAX MAJOR CORP.
	
	SIGNED by 
	/s/ Zhang Xiao Qi
	
	SIGNED by
	
	/s/ Ora Investment Pte Ltd.
	
	SIGNED by
	
	/s/ BEIDMHK Holding limited

 Transferors 
 Series
F-1 Preferred Shares 
  

	
	SIGNED by
	
	/s/ Broad Street Principal Investments, L.L.C.









	
	
	SIGNED by
	
	/s/ MBD 2013, L.P.
	
	SIGNED by
	
	/s/ MBD 2013 Offshore, L.P.
	
	SIGNED by
	
	/s/ Bridge Street 2013, L.P.
	
	SIGNED by
	
	/s/ Bridge Street 2013 Offshore, L.P.
	
	SIGNED by
	
	/s/ Ora Investment Pte Ltd.

 Transferors 
 Series
F-2 Preferred Shares 
  

	
	SIGNED by
	
	/s/ BEIDMHK Holding Limited