exv4w19





Exhibit 4.19



AMENDMENT NO. 2 TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT




     AMENDMENT NO. 2 TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Amendment”) dated as
of December 7, 2009 (the “Amendment Date”) by and among (1) CICC Sun Company Limited, a company
incorporated under the laws of the British Virgin Islands (“CICC”), (2) Carlyle Asia Growth
Partners III, L.P., a limited partnership formed under the laws of the Cayman Islands (“CAGP”), (3)
CAGP III Co-Investment III, L.P. (“CAGP Co-Invest”, together with CAGP, “Carlyle”), (4) Starr
Investments Cayman II, Inc., a company incorporated under the laws of the Cayman Islands (“Starr”,
together with CICC and Carlyle, the “Investors”), (5) Concord Medical Services Holdings Limited, an
exempted company with limited liability organized and existing under the laws of the Cayman Islands
(the “Company”), and (6) the other parties set forth in the signature pages hereof.



W I T N E S S E T H :




     WHEREAS, the parties hereto entered into an Amended and Restated Shareholders’ Agreement dated
as of October 20, 2008 in relation to the issuance by the Company to each of the Investors of
certain Series B convertible redeemable preferred shares, par value $0.01 per share, of the
Company, which was amended on Novmeber 17, 2009 (the “Agreement”);



     WHEREAS, the parties hereto and thereto desire to amend the Agreement to reflect the changes
set forth herein.



     NOW, THEREFORE, the parties hereto agree as follows:



     Section 1 . Amendment. The Agreement is amended by adding the following Section 7.03(c):



     “Section 7.03. Waiver; Amendment; Termination.



     (c) This
Agreement (except for Article 5, Section 6.01, this Article 7, and any applicable definitions in Article 1) shall terminate and
be of no further force or effect immediately prior to the closing of a QPO.”



     Section 2 . Effect of Amendment. Except as amended by this Amendment, the Agreement shall
remain unchanged and in full force and effect. From and after the Amendment Date, each reference
to “this Agreement,” “hereof,” “hereunder” or words of like import, and all references to the
Agreement in any and all agreements, instruments, documents, notes, certificates and other writings
of every kind and nature shall be deemed to mean the Agreement as amended by this Amendment, except
as is otherwise expressly stated.



 









 





     Section 3 . General. (a) This Amendment shall be binding on the successors and permitted
assigns of the parties hereto; (b) this Amendment shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflicts of law principles thereunder
and shall be subject to the jurisdiction of the courts in the State of New York; (c) this Amendment
may be executed in more than one counterpart, each of which shall be deemed an original and any
counterpart so executed shall be deemed to be one and the same instrument; (d) each party hereto
acknowledges that the parties hereto have participated jointly in the negotiation and drafting of
this Amendment, and in the event an ambiguity or question of intent or interpretation arises, this
Amendment shall be construed as if drafted jointly by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of
any of the provisions of this Amendment; (e) if any part of any provision of this Amendment shall
be invalid or unenforceable under applicable law, such part shall be ineffective to the extent of
such invalidity only, without in any way affecting the remaining parts of such provision or the
remaining provisions of this Amendment; and (f) each party hereto acknowledges that the remedies at
law of the other parties hereto for a breach or threatened breach of this Amendment would be
inadequate and, in recognition of this fact, any party hereto, without posting any bond, and in
addition to all other remedies that may be available, shall be entitled to obtain equitable relief
in the form of specific performance, a temporary restraining order, a temporary or permanent
injunction or any other equitable remedy that may then be available.



[The remainder of this page has been intentionally left blank]




 









 





     IN WITNESS WHEREOF, the undersigned shareholders have executed this Agreement, in one or more counterparts, each of which
shall constitute an original and all of which when taken together shall constitute one instrument,
on December 7, 2009.



	 	 	 	 	 
	 	 	 	 
	/s/ Jianyu Yang
 	 	 	 	 
	For and on behalf of 	 	 	 	 
	Concord Medical Services Holdings Limited 	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Bo Tao Shi
 	 	 	 	 
	For and on behalf of 	 	 	 	 
	Grand Best Group Limited 	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Steve Sun
 	 	 	 	 
	For and on behalf of 	 	 	 	 
	Dragon Image Investment Ltd. 	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Jianyu Yang
 	 	 	 	 
	For and on behalf of 	 	 	 	 
	Daketala International Investment Holdings Ltd. 	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Sirong Tian
 	 	 	 	 
	For and on behalf of 	 	 	 	 
	Sino Prime Investments Limited 	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Xiaogang Wang
 	 	 	 	 
	For and on behalf of 	 	 	 	 
	Latek Corporation 	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Peipei Zhang
 	 	 	 	 
	For and on behalf of 	 	 	 	 
	Genius Aspect Investment Ltd. 	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	 	 
	/s/ Wenqing Tan
 	 	 	 	 
	For and on behalf of 	 	 	 	 
	Star Rising Ltd. 	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	For and on behalf of 	 	 	 	 
	Homerun Technology Ltd. 	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Wenqing Tan
 	 	 	 	 
	For and on behalf of 	 	 	 	 
	Sino First Holdings Ltd. 	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Bona Lau
 	 	 	 	 
	For and on behalf of 	 	 	 	 
	Notable Enterprise Limited 	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Zheng Cheng
 	 	 	 	 
	For and on behalf of 	 	 	 	 
	CZY Investment Limited 	 	 	 	 
	 



	 	 	 	 	 
	 	 	 	 	 
	/s/ Jing Zhang
 	 	 	 	 
	For and on behalf of 	 	 	 	 
	Thousand Ocean Group Limited 	 	 	 	 
	 



	 	 	 	 	 
	 	 	 	 	 
	/s/ Yap Yaw Kong
 	 	 	 	 
	For and on behalf of 	 	 	 	 
	Top Mount Group Limited 	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	 	 	 	 
	/s/ Boxun Zhang
 	 	 	 
	For and on behalf of 	 	 	 	 
	Triumph Concept Investment Limited 	 	 	 	 
	 



	 	 	 	 	 
	 	 	 	 	 
	
 	 	 	 	 
	For and on behalf of 	 	 	 	 
	ATL International Group Limited 	 	 	 	 
	 



	 	 	 	 	 
	 	 	 	 	 
	
 	 	 	 	 
	Huang Jen-Fu, in his individual capacity 	 	 	 	 
	 	 	 	 	 
	 



	 	 	 	 	 
	 	 	 	 	 
	
 	 	 	 	 
	Wang Jen-Wen, in his individual capacity 	 	 	 	 
	 	 	 	 	 
	 



	 	 	 	 	 
	 	 	 	 	 
	
 	 	 	 	 
	Ni Shiao-Jane, in her individual capacity 	 	 	 	 
	 	 	 	 	 
	 



	 	 	 	 	 
	 	 	 	 	 
	/s/ Daniel A. D’Aniello
 	 	 	 	 
	For and on behalf of 	 	 	 	 
	Carlyle Asia Growth Partners III, L.P. 	 	 	 	 
	 



	 	 	 	 	 
	 	 	 	 	 
	/s/ Daniel A. D’Aniello
 	 	 	 	 
	For and on behalf of 	 	 	 	 
	CAGP III Co-Investment, L.P. 	 	 	 	 
	 



	 	 	 	 	 
	 	 	 	 	 
	/s/ Michael J. Horvath
 	 	 	 	 
	For and on behalf of 	 	 	 	 
	Starr Investments Cayman II, Inc. 	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	 	 	 	 
	/s/ Shirley Chen
 	 	 	 	 
	For and on behalf of 	 	 	 	 
	CICC Sun Company Limited 	 	 	 	 
	 



	 	 	 	 	 
	 	 	 	 	 
	/s/ Shirley Chen
 	 	 	 	 
	For and on behalf of 	 	 	 	 
	Perfect Key Holdings Limited 	 	 	 	 
	 



BEING ALL OF THE SHAREHOLDERS OF THE COMPANY