EX-4.5



 Exhibit 4.5 

AMENDMENT NO.1 TO 

SHAREHOLDERS’ AGREEMENT 

THIS AMENDMENT NO. 1 TO SHAREHOLDERS’ AGREEMENT (this “Amendment”) is entered into as of March 12, 2014 by
and among iKang Healthcare Group, Inc., an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), iKang Guobin Healthcare Group, Inc., a BVI business company organized and existing under
the Laws of the British Virgin Islands (“iKang BVI”), each of the Company Group Holdcos (as defined in the Shareholders Agreement), each of the Founders (as defined in the Shareholders Agreement), and the persons and entities as set
forth in Schedules A, B, C, D-1, D-2 , E, F, G and H (the “Existing Holders”) to the Shareholders Agreement. All capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms I the
Shareholders Agreement (as defined below). 
 RECITALS 
  

	A.	The Company, iKang BVI, the Company Group Holdcos, the Founders and the Existing Holders entered into a Shareholders’ Agreement dated as of March 1, 2014 (the “Shareholders’ Agreement”)
to provide for certain rights and obligations of the parties thereto. 

  

	B.	In accordance with Section 20.8 of the Shareholders’ Agreement, the parties hereto agree to amend the Shareholders’ Agreement. 


Now therefore, in consideration of the premises set forth above and the mutual promises set forth in this Amendment, the parties hereby agree as follows: 

AGREEMENT 
  

	1.	Amendment to Section 4.13. Section 4.13 of the Shareholders’ Agreement is hereby amended and restated in its entirety to read as follows: 


4.13 Chairman and Vice Chairman of the Board 

(a) The chairman of the Board shall be appointed by the majority of the Board, including the affirmative vote of the Class B Directors, and
shall initially be Ligang Zhang. Notwithstanding the foregoing, in the event that Ligang Zhang no longer has a right to appoint a director, then the chairman of the Board shall be appointed by the majority of the Board. 

(b) The Board shall also have a vice chairman, who shall be appointed by the majority of the Board, and shall initially be Boquan He (



). 
  

	2.	Amendment to Section 20.5. Section 20.5 of the Shareholders’ Agreement is hereby amended and restated in its entirety to read as follows: 


20.5 Termination; Survival. Except for Sections 1, 6, 7, 8, 9, 10, 11.1, 15(a), 17, 19 and 20 hereof, this Agreement shall terminate upon the
closing of a Qualified IPO. 








	3.	Miscellaneous 

 (a) Governing Law. This Amendment shall be governed by and
construed under the Laws of the State of New York without regards to conflicts of law provisions thereof. 
 (b) Full Force and
Effect. Except as amended hereby, the Shareholders’ Agreement shall remain in full force and effect. 
 (c) Counterparts.
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

[The remainder of this page has been intentionally left blank. Signature pages to follow.] 

  
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 The parties hereto have executed this Amendment No. 1 to the Shareholders’ Agreement as of the date
first above written. 
  

			
	 SIGNED by
 /s/ IKANG HEALTHCARE GROUP,
INC.
	  	

  

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

  

			
	 SIGNED by
 /s/ LIGANG ZHANG
	  	

  

			
	 SIGNED by
 /s/ FEIYAN HUANG
	  	

  

			
	 SIGNED by
 /s/ BAYLEY & JACKSON (CHINA)
MEDICAL
SERVICES LIMITED
	  	

  

			
	 SIGNED by
 /s/ IKANG ZHEJIANG,
INC.
	  	

  

			
	 SIGNED by
 /s/ SHANGHAI IKANG, INC.






	  	

  

			
	 SIGNED by
 /s/ SHANGHAIMED IKANG,
INC.
 




	  	

  

			
	 SIGNED by
 /s/ ZHEJIANG IKANG, INC.






	  	

  

			
	 SIGNED by
 /s/ SHANGHAI IKANG GUOBIN
HOLDING
CO. LTD.








	  	

  

			
	 SIGNED by
 /s/ BEIJING IKANG, INC.






	  	

  

			
	 SIGNED by
 /s/ BEIJING BAYLEY & JACKSON
CLINIC
LIMITED







 
	  	

  

			
	 SIGNED by
 /s/ GOLD PARTNER CONSULTANTS
LIMITED
	  	

  

			
	 SIGNED by
 for and on behalf of

ZERO GAP TREASURE INC.
	  	

  

			
	 SIGNED by
 /s/ GAMAY PORTFOLIO
INC.
	  	


  
 3 









			
	 SIGNED by
 /s/ NEXUS CONCEPT
LIMITED
	  	

  

			
	 SIGNED by
 /s/ SINO ADVANCE
LIMITED
	 	

  

			
	 SIGNED by
 /s/ TOP MEDIA HOLDINGS
LIMITED
	  	

  

			
	 SIGNED by
 /s/ SHANGHAIMED, INC.
	  	

  

			
	 SIGNED by
 /s/ TIME INTELLIGENT FINANCE
LIMITED
	  	

  

			
	 SIGNED by
 /s/ WISDOM POWER INTERNATIONAL
LIMITED
	  	

  

			
	 SIGNED by
 for and on behalf of

TOP FORTUNE WIN LTD.
	  	

  

			
	 SIGNED by
 for and on behalf of

FAVOURED STAR LTD.
	  	

  

			
	 SIGNED by
 for and on behalf of

STAR RISING LTD.
	  	

  

			
	 SIGNED by
 for and on behalf of

PERFECT FORTUNE SUCCESS LTD.
	  	

  

			
	 SIGNED by
 for and on behalf of

FORTUNE DIAMOND LTD.
	  	

  

			
	 SIGNED by
 /s/ INTELLECT FIRST
LIMITED
	  	

  

			
	 SIGNED by
 /s/ WI HARPER INC FUND VI
LTD.
	  	

  

			
	 SIGNED by
 for and on behalf of

PACVEN WALDEN VENTURES VI, L.P.
	  	

  

			
	 SIGNED by
 for and on behalf of

PACVEN WALDEN VENTURES PARALLEL VI, L.P.
	  	

  

			
	 SIGNED by
 /s/ FULBERTO LIMITED
	  	


  
 4 









			
	 SIGNED by
 for and on behalf of

YING CI
	  	

  

			
	 SIGNED by
 for and on behalf of

POPULAR WORLD LTD
	  	

  

			
	 SIGNED by
 /s/ ZERO2IPO CHINA ANGEL FUND I,
L.P.
	  	

  

			
	 SIGNED by 
 /s/ ZERO2IPO CHINA ANGEL
AFFILIATES FUND I, L.L.C.
	  	

  

			
	 SIGNED by
 /s/ UNITED SHEEN
LIMITED
	  	

  

			
	 SIGNED by
 /s/ CLARITY
CREEK INTERNATIONAL LIMITED
	 	

  

			
	 SIGNED by
 for and on behalf of

EASEJOINT LIMITED
	  	

  

			
	 SIGNED by
 for and on behalf of

HONOR SHINE GROUP LIMITED
	  	

  

			
	 SIGNED by
 for and on behalf of

OPULENT LION LIMITED
	  	

  

			
	 SIGNED by
 /s/ HUGO SHONG
	  	

  

			
	 SIGNED by
 /s/ NEWQUEST ASIA INVESTMENTS
LIMITED
	  	

  

			
	 SIGNED by
 for and on behalf of

C. POWER ENTERPRISE LIMITED
	  	

  

			
	 SIGNED by
 /s/ MAX MAJOR CORP.
	  	

  

			
	 SIGNED by
 for and on behalf of

ZHANG XIAO QI
	  	

  

			
	 SIGNED by
 for and on behalf of

SPLENDOUR PATH LIMITED
	  	

  

			
	 SIGNED by
 /s/ CELESTIAL SPEED INVESTMENTS
LIMITED
	  	


  
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	 SIGNED by
 /s/ CHRISFIELD
LIMITED
	  	

  

			
	 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.
	  	

  

			
	 SIGNED by
 /s/ AvantaLion, LLC.
	  	

  

			
	 SIGNED by
 /s/ BEIDMHK Holding
Limited
	  	


  
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