UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended March 31, 2009
 Commission File No. 0-24624
 CHINDEX INTERNATIONAL, INC.
  
 DELAWARE
    
    13-3097642(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 
   Common Stock, $.01 par value and associated Preferred Stock Purchase Rights
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  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ




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CHINDEX INTERNATIONAL, INC.
TABLE OF CONTENTS
 PART I
    
    4ITEM 1. BUSINESS
    
    4General
    
    4Healthcare Services
Division
    
    4Medical Products
Division
    
    6Discontinued
Operations
    
    8Competition
    
    8Employees
    
    8Internet Information and SEC
Documents
    
    9ITEM 1A. RISK
FACTORS
    
    9ITEM 1B. UNRESOLVED STAFF
COMMENTS
    
    24ITEM 2. PROPERTIES
    
    24ITEM 3. LEGAL
PROCEEDINGS
    
    25ITEM 4. SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS
    
    25PART II
    
    25ITEM 5. MARKET FOR REGISTRANTS
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
REPURCHASES OF EQUITY SECURITIES
    
    25ITEM 6. SELECTED FINANCIAL
DATA
    
    27ITEM 7. MANAGEMENTS DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    29Overview
    
    29Critical Accounting
Policies
    
    30Fiscal year ended March 31, 2009
compared to fiscal year ended March 31, 2008
    
    32Fiscal year ended March 31, 2008
compared to fiscal year ended March 31, 2007
    
    35Liquidity and Capital
Resources
    
    37Timing of Revenue
    
    42Foreign Currency Exchange and Impact
of Inflation
    
    43ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
    
    43ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
    
    43ITEM 9A. CONTROLS AND
PROCEDURES
    
    78ITEM 9B. OTHER
INFORMATION
    
    79NONE.
    
    79PART III
    
    79ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE.
    
    79ITEM 11. EXECUTIVE
COMPENSATION
    
    79ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
    
    79ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    79
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES
    
    79PART IV
    
    79ITEM 15. EXHIBITS AND FINANCIAL
STATEMENT SCHEDULES
    
    79
  3




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PART I
 
 ITEM 1. BUSINESS
 
 General
  
    
    Healthcare Services division.This division operates the Companys United Family
Healthcare network of private hospitals and clinics. United Family Healthcare currently
owns and operates hospitals and affiliated clinic facilities in the Beijing, Shanghai and
Guangzhou markets. The division also operates a managed clinic in the city of Wuxi south of
Shanghai. We have undertaken a number of market expansion projects in our current markets.
In Beijing, we expect to significantly increase service offerings through expansion
expected to commence in 2010 of our existing hospital campus and the opening of additional
affiliated clinics. In Shanghai, expansion projects are expected to include increased
services at the current hospital campus and the opening of additional affiliated clinics,
which expansion is expected to commence in 2010. In Guangzhou, the Company intends to build
a main 125-bed hospital facility expected to open in 2012. The Chinese Governments
recently released plan for healthcare reform encourages private investment, such as
Chindexs United Family Healthcare, as the primary source for development of specialty and
premium healthcare services within the Chinese healthcare system. For our fiscal year ended
March 31, 2009, which we refer to as fiscal 2009, the Healthcare Services division
accounted for 46% of the Companys revenue. (See Note 15 to the consolidated financial
statements appearing elsewhere in this Annual Report on Form 10-K.)
    
    Medical Products division.This division markets, distributes and sells select medical
capital equipment, instrumentation and other medical products for use in hospitals in China
and Hong Kong on the basis of both exclusive and non-exclusive agreements with the
manufacturers of these products. The division revenues are generated through a nation-wide
direct sales force that also manages local sub-dealers regionally throughout the country.
The divisions distribution business provides supply chain management and logistics
services to both divisions of the Company. Divisional growth is expected through increasing
sales of our existing product portfolio, the addition of new product lines and the
continued offering of government-backed financing instruments to our customers in China. We
believe the Chinese Governments recently announced three-year, $120 billion stimulus
package will help stimulate the market for medical devices from bottom to top and serve to
deepen our market penetration in medium term. For fiscal 2009, the Medical Products
division accounted for 54% of our revenue. (See Note 15 to the consolidated financial
statements appearing elsewhere in this Annual Report on Form 10-K.)
 
 Healthcare Services Division
 United Family Healthcare Network (UFH)
  4




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UFH  Beijing Market  Beijing United Family Hospital (BJU) and Clinics
  5




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UFH  Shanghai Market  Shanghai United Family Hospital (SHU) and Clinics
    UFH  Guangzhou Market  Guangzhou United Family Clinic (GZC)
  
 Medical Products Division
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7




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Discontinued Operations
  
 Competition
   
 Employees
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Internet Information and SEC Documents
  http://www.sec.gov
 
 ITEM 1A. RISK FACTORS
 You should carefully consider the risks described below, together with all of the other
information included in this Annual Report on Form 10-K . The following risks and uncertainties are
not the only ones we face. However, these are the risks our management believes are material. If
any of the following risks actually materialize, our business, financial condition or results of
operations could be harmed. This report contains statements that are forward-looking. These
statements are based on current expectations and assumptions that are subject to risks and
uncertainties such as those listed below and elsewhere in this report, which, among others, should
be considered in evaluating our future performance.
 Risks Related to Our Business and Financial Condition
 Global financial upheaval and credit restrictions may have a negative impact on operations
    9




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Liquidity and Capital
Resources
 Our business is capital intensive and we may not be able to access the capital markets when we
would like to raise capital.
  We may not generate sufficient cash flow to fund our capital expenditures, ongoing operations and
indebtedness obligations.
  
    
    our future operating performance;
    
    the demand for our services and products;
    
    general economic conditions both in China and elsewhere and conditions affecting
suppliers, customers and patients;
    
    competition; and
    
    legal and regulatory factors affecting us and our business, including exchange rate
fluctuations.
  If we fail to manage our growth or maintain adequate internal accounting, disclosure and other
controls, we would lose the ability to manage our business effectively and/or experience errors or
information lapses affecting public reporting.
 10




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If we fail to maintain an effective system of internal control over financial reporting, we may not
be able to accurately report our financial results. As a result, current and potential shareholders
could lose confidence in our financial reporting, which would harm our business and the trading
price of our stock.
  If we lost the services of our key personnel, then our leadership, expertise, experience, business
relationships, strategic and operational planning and other important business attributes would be
diminished.
  Our business could be adversely affected by inflation or foreign currency fluctuation.
 11




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We have entered into loan arrangements that could impair our financial condition and prevent us
from fulfilling our business obligations.
  
    
    requiring a substantial portion of our cash flow from operations to be
dedicated to the payment of principal and interest on indebtedness
instead of funding working capital, capital expenditures, acquisitions
and other business purposes;
    
    making it more difficult for us to satisfy all of our debt
obligations, thereby increasing the risk of triggering a cross-default
provision;
    
    increasing our vulnerability to economic downturns or other adverse
developments relative to less leveraged competitors;
    
    limiting our ability to obtain additional financing for working
capital, capital expenditures, acquisitions or other corporate
purposes in the future; and
    
    increasing our cost of borrowing to satisfy business needs.
  12




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We currently are unable and may not in the future be able to draw down under our existing loan
facilities with the IFC and DEG, which facilities will be required for many of our expansion plans.
  We may be unable to service or refinance our debt.
  The terms of our indebtedness impose significant restrictions on our operating and financial
flexibility.
  
    
    incur or guarantee additional indebtedness;
    
    make restricted payments, including dividends and management fees;
    
    create or permit certain liens;
    
    enter into business combinations and asset sale transactions;
    
    make investments;
    
    enter into transactions with affiliates;
    
    incur certain expenditures; and
    
    enter into new businesses.
  13




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Risks Relating to the Healthcare Services Divisio n
 If we do not attract and retain qualified physicians, administrators or other hospital personnel,
our hospital operations would be adversely affected.
  Our business is heavily regulated and failure to comply with those regulations could result in
penalties, loss of licensure, additional compliance costs or other adverse consequences.
  Our operations could be adversely affected by the high cost of malpractice insurance.
  14




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We depend on information systems, which if not implemented and maintained, could adversely affect
our operations.
   Our operations face competition that could adversely affect our results of operations.
  Expansion of healthcare services to reach the Chinese population depends to some extent on the
development of insurance products that are not available now.
  Our loan from the IFC places restrictions on the conduct of our healthcare services business.
  15




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
    
    incur or guarantee additional indebtedness;
    
    make restricted payments, including dividends and management fees;
    
    create or permit certain liens;
    
    enter into business combinations and asset sale transactions;
    
    make investments;
    
    enter into transactions with affiliates;
    
    incur certain expenditures; and
    
    enter into new businesses.
  Timing of revenues due to seasonality and fluctuations in financial performance vary from quarter
to quarter and are not necessarily indicative of our performance over longer periods.
  We may not be able to complete our proposed new and/or expanded hospital projects on budget if at
all, which would materially and adversely affect our financial condition and proposed expansion.
  Risks relating to our Medical Products Division
 Future Losses in the Division
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We depend on our relations with suppliers and would be adversely affected by the termination of
arrangements with, or shortage or loss of any significant product line from them.
  Our sales of medical products depend to some extent on our suppliers continuing to improve their
products and introduce new models. If a supplier fails to upgrade its product line as quickly as
competitive manufacturers have done this could adversely impact our revenues.
  Our sales of medical products depend to some extent on our suppliers maintaining the required
product registrations required to sell their products in China. If a supplier fails to maintain or
renew such product registrations in a timely manner we would be unable to sell their products and
this could adversely impact our revenues.
  Timing of revenues and fluctuations in financial performance vary significantly from quarter to
quarter and are not necessarily indicative of our performance over longer periods.
  17




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We have not been able to arrange financings, from third party banks or governments, for our
customers in every year. Future periodic financings arranged on behalf of our customers cannot be
assured. The absence of these financings could result in lower sales.
  We may be subject to product liability claims and product recalls, and in the future we may not be
able to obtain insurance against these claims at a reasonable cost or at all.
    
    
    product seizures;
 18




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
    
    voluntary or mandatory recalls;
    
    voluntary or mandatory patient or physician notification; and
    
    restrictions on or prohibitions against marketing the products.
 We face competition that may adversely impact us, which impact may be increased as a result of
Chinas inclusion in the World Trade Organization.
   If we are not able to hire and retain qualified sales representatives and service specialists, then
our marketing competitiveness, selling capabilities and related growth efforts will be impaired.
  We must maintain a significant investment in merchandise and parts inventories, which are costly
and, if not properly managed, would result in an inability to provide timely marketing and delivery
and could result in financial or operating imbalances and problems with liquidity and capital
resources.
  19




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If we do not maintain good relations with foreign trade corporations, our ability to import
products may be adversely affected.
  Our dependence on sub-distributors and dealers could be detrimental to our financial condition if
those sub-distributors or dealers do not sell our products.
  If the Chinese Government tightens controls or policies on purchases of medical equipment or
implements reforms which disrupt the market for medical devices, including eliminating VAT and Duty
exemptions for procurement under KfW Development Bank or U.S. Export-Import Bank financings, our
sales could be adversely affected.
  Risks Relating to Doing Business in China
  20




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The economic policies of the Chinese Government and economic growth of China could adversely affect
us.
  The Chinese legal system is relatively new and may not provide protections to us or our investors.
    21




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The conversion of Renminbi (RMB) into foreign currency is regulated, and these regulations could
adversely affect us.
  The SARS outbreak or similar outbreak, such as Avian flu or Swine Flu, could further adversely
affect our operations.
  Natural disasters, such as the earthquake in Sichuan Province in May 2008, could adversely affect
our business operations.
  The Chinese Government could change its policies toward, or even nationalize, private enterprise,
which could harm our operations.
  22




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Risks Related to our Corporate Structure
 Control by insiders and their ownership of shares having disproportionate voting rights could have
a depressive effect on the price of common stock, impede a change in control and impede management
replacement.
  Our unissued preferred stock could be issued to impede a change in control.
   23




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ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
       24




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ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES
OF EQUITY SECURITIES
  High
    
    LowYear Ended March 31, 2008:First Quarter
    
    $
    16.20
    
    
    $
    11.63Second Quarter
    
    
    17.83
    
    
    
    10.17Third Quarter
    
    
    24.67
    
    
    
    15.80Fourth Quarter
    
    
    29.17
    
    
    
    19.33Year Ended March 31, 2009:First Quarter
    
    $
    28.79
    
    
    $
    14.60Second Quarter
    
    
    18.30
    
    
    
    9.85Third Quarter
    
    
    10.62
    
    
    
    5.21Fourth Quarter
    
    
    8.90
    
    
    
    3.50
   25




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(c)Number ofSecuritiesRemaining(a)
    
    
    
    
    
    
    Available forNumber of
    
    
    (b)
    
    
    FutureSecurities to
    
    
    Weighted
    
    
    IssuanceBe Issued
    
    
    Average
    
    
    Under EquityUpon
    
    
    Exercise
    
    
    CompensationExercise of
    
    
    Price of
    
    
    PlansOutstanding
    
    
    Outstanding
    
    
    (excludingOptions,
    
    
    Options,
    
    
    securitiesWarrants
    
    
    Warrants
    
    
    reflected inand Rights
    
    
    and Rights
    
    
    column (a))Plan CategoryEquity Compensation Plans Approved By Security Holders1994 Stock Option Plan
    
    
    610,634
    
    
    $
    2.87
    
    
    
    2004 Stock Incentive Plan
    
    
    338,000
    
    
    $
    4.18
    
    
    
    2007 Stock Incentive Plan
    
    
    840,550
    
    
    $
    13.47
    
    
    
    454,550Equity Compensation Plans Not Approved By Security
Holders
    
    None
    
    
    None
    
    
    NoneTotal
    
    
    1,789,184
    
    
    
    
    
    
    
    454,550
 
 Other information required by this Item can be found in Note 8 to the consolidated financial
statements. 26




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ITEM 6. SELECTED FINANCIAL DATA
  Year ended March 31,2009
    
    2008
    
    2007
    
    2006
    
    2005Statement of Operations Data (a)Revenue
    
    $
    171,442
    
    
    $
    130,058
    
    
    $
    105,921
    
    
    $
    90,836
    
    
    $
    83,159Percent increase over prior period
    
    
    32
    %
    
    
    23
    %
    
    
    17
    %
    
    
    9
    %
    
    
    10
    %Net income (loss) from continuing operations
    
    
    4,964
    
    
    
    3,655
    
    
    
    2,982
    
    
    
    167
    
    
    
    (3,924
    )Net income
(loss) from continuing operations per share 
basic
    
    
    .34
    
    
    
    .32
    
    
    
    .29
    
    
    
    .02
    
    
    
    (.49
    )Net income
(loss) from continuing operations per share 
diluted
    
    
    .31
    
    
    
    .27
    
    
    
    .26
    
    
    
    .02
    
    
    
    (.49
    )Market closing price per share  end of year
    
    
    4.97
    
    
    
    25.17
    
    
    
    11.61
    
    
    
    6.04
    
    
    
    4.12Book value per share  end of year
    
    
    6.60
    
    
    
    6.14
    
    
    
    2.62
    
    
    
    2.25
    
    
    
    2.56Cash dividends declared
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00Balance Sheet Data (at end of period):Total assets
    
    $
    162,637
    
    
    $
    135,979
    
    
    $
    62,907
    
    
    $
    57,046
    
    
    $
    57,288Long term debt and capitalized leases
    
    
    23,709
    
    
    
    22,578
    
    
    
    8,737
    
    
    
    8,660
    
    
    
    2,873Total stockholders equity
    
    
    96,440
    
    
    
    87,388
    
    
    
    27,918
    
    
    
    22,638
    
    
    
    24,963Year ended March 31,2009
    
    2008
    
    2007
    
    2006
    
    2005Segment information:Healthcare Services division-revenue
    
    $
    79,357
    
    
    $
    65,817
    
    
    $
    47,944
    
    
    $
    36,500
    
    
    $
    22,801Healthcare Services division -operating income (loss)
    
    
    7,309
    
    
    
    10,342
    
    
    
    5,028
    
    
    
    1,585
    
    
    
    (2,844
    )Medical Products division-revenue
    
    
    92,085
    
    
    
    64,241
    
    
    
    57,977
    
    
    
    54,336
    
    
    
    60,358Medical Products division -operating (loss) income
    
    
    508
    
    
    
    (2,607
    )
    
    
    (1,154
    )
    
    
    (1,436
    )
    
    
    (880
    )
 
 Per share information has been retroactively adjusted to give effect to the three-for-two
stock split in the form of a stock dividend, which was announced by us on March 18, 2008 with a
record date of April 1, 2008.(a)
    
    In fiscal 2006, the Company determined that the retail operations of our former Healthcare
Products Distribution division, which had suffered continuing losses over a nine-year period, would
be closed. The close-down of the retail operations, which distributed health and personal care
products to the consumer markets in China through retail pharmacies, was completed by the end of
fiscal 2007. The distribution and logistics services, which had been part of the discontinued
division, have been absorbed by the parent 27




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company. The distribution of medical products that had been conducted in the former Healthcare
Products Distribution division is now conducted by the Medical Products division. The operating
results related to the closedown of this business have been segregated from continuing operations
and reported as discontinued operations on a separate line item on the consolidated statements of
operations. The segment information in the table above has been restated to reflect the new
reporting structure. See Notes 15 and 16 to the consolidated financial statements. 28




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 Overview
     
    
    Healthcare Services division.This division operates the Companys United Family
Healthcare network of private hospitals and clinics. United Family Healthcare currently
owns and operates hospitals and affiliated clinic facilities in the Beijing, Shanghai and
Guangzhou markets. The division also operates a managed clinic in the city of Wuxi south of
Shanghai. We have undertaken a number of market expansion projects in our current markets.
In Beijing, we expect to significantly increase service offerings through expansion
expected to commence in 2010 which will double the size and bed count of our existing
hospital campus and the opening of additional affiliated clinics. In Shanghai, expansion
projects are expected to include increased services at the current hospital campus and the
opening of additional affiliated clinics, which expansion is expected to commence in 2010.
In Guangzhou, the Company intends to build a main 125-bed hospital facility expected to
open in 2012. The Chinese Governments recently released plan for healthcare reform
encourages private investment, such as Chindexs United Family Healthcare, as the primary
source for development of specialty and premium healthcare services within the Chinese
healthcare system. For our fiscal year ended March 31, 2009, which we refer to as fiscal
2009, the Healthcare Services division accounted for 46% of the Companys revenue. (See
Note 15 to the consolidated financial statements appearing elsewhere in this Annual Report
on Form 10-K.)
 29




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
    
    Medical Products division.This division markets, distributes and sells select medical
capital equipment, instrumentation and other medical products for use in hospitals in China and Hong
Kong on the basis of both exclusive and non-exclusive agreements with the manufacturers of
these products. The division revenues are generated through a nation-wide direct sales force
that also manages local sub-dealers regionally throughout the country. The divisions
distribution business provides supply chain management and logistics services to both
divisions of the Company. Divisional growth is expected through increasing sales of our
existing product portfolio, the addition of new product lines and the continued offering of
government-back financing instruments to our customers in China. The Chinese Governments
increasing investment in the healthcare system in China, including the recently announced
three-year, $120 billion stimulus package will help to stimulate the market for medical
devices from bottom to top and serve to deepen our market penetration in the medium term.
For fiscal 2009, the Medical Products division accounted for 54% of our revenue. (See Note
15 to the consolidated financial statements appearing elsewhere in this Annual Report on
Form 10-K.)
    
 Critical Accounting Policies
   30




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Revenue recognition
      Receivable collectibility
    31




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Valuation allowance of deferred tax assets
   Inventories
    
 Fiscal year ended March 31, 2009 compared to fiscal year ended March 31, 2008
  Healthcare Services Division
 32




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Medical Products Division
   33




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Other Income and Expenses
   34




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Taxes
  
 Fiscal year ended March 31, 2008 compared to fiscal year ended March 31, 2007
  Healthcare Services Division
   35




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Medical Products Division
      36




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Other Income and Expenses
  Taxes
   
 Liquidity and Capital Resources
  March 31, 2009
    
    March 31, 2008Cash and cash equivalents
    
    $
    20,293
    
    
    $
    79,258Restricted cash
    
    
    1,854
    
    
    
    1,123Investments
    
    
    51,502
    
    
    
    Accounts receivable
    
    
    46,831
    
    
    
    21,183
  2009
    
    
    2008
    
    
    2007OPERATING ACTIVITIESNet income
    
    $
    4,964
    
    
    $
    3,655
    
    
    $
    2,735Non cash items
    
    
    7,930
    
    
    
    9,535
    
    
    
    4,188Noncurrent restricted cash
    
    
    (1,538
    )
    
    
    0
    
    
    
    0Changes in operating assets and liabilities:Accounts receivables
    
    
    (27,676
    )
    
    
    (2,190
    )
    
    
    (6,278
    )Accounts payable and accrued expenses
    
    
    14,659
    
    
    
    681
    
    
    
    (110
    )Other
    
    
    (405
    )
    
    
    251
    
    
    
    1,913Net cash (used in) provided by operating activities
    
    $
    (2,066
    )
    
    $
    11,932
    
    
    $
    2,448
 37




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Years ended March 31,2009
    
    
    2008
    
    
    2007INVESTING ACTIVITIESPurchases of short-term investments and CDs
    
    $
    (90,950
    )
    
    $
    
    
    
    $
    Proceeds from redemption of CD
    
    
    38,920
    
    
    
    
    
    
    
    Purchases of property and equipment
    
    
    (5,721
    )
    
    
    (3,207
    )
    
    
    (2,474
    )Net cash used in investing activities
    
    $
    (57,751
    )
    
    $
    (3,207
    )
    
    $
    (2,474
    )
   Years ended March 31,2009
    
    
    2008
    
    
    2007FINANCING ACTIVITIESProceeds from debt, vendor financing and convertible debentures
    
    $
    
    
    
    $
    40,000
    
    
    $
    148Repayment of debt, vendor financing and capitalized leases
    
    
    (120
    )
    
    
    (3,387
    )
    
    
    (2,611
    )Proceeds from issuance of common stock, exercise of stock options and
warrants
    
    
    345
    
    
    
    24,341
    
    
    
    2,318Other
    
    
    (278
    )
    
    
    (993
    )
    
    
    Net cash (used in) provided by financing activities
    
    $
    (53
    )
    
    $
    59,961
    
    
    $
    (145
    )
   38




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39




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pari passu
      40




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Risk Factors
      41




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Contractual Arrangements
   Total
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    ThereafterBank Loan (1)
    
    $
    14,102
    
    
    $
    639
    
    
    $
    1,576
    
    
    $
    1,552
    
    
    $
    1,529
    
    
    $
    1,973
    
    
    $
    6,833JPM financing
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000Vendor financing
    
    
    3,008
    
    
    
    1,631
    
    
    
    1,377
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Capital leases
    
    
    22
    
    
    
    22
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating leases
    
    
    23,134
    
    
    
    3,815
    
    
    
    3,454
    
    
    
    2,365
    
    
    
    2,008
    
    
    
    1,632
    
    
    
    9,860Other (2)
    
    
    149
    
    
    
    71
    
    
    
    78
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    55,415
    
    
    $
    6,178
    
    
    $
    6,485
    
    
    $
    3,917
    
    
    $
    3,537
    
    
    $
    3,605
    
    
    $
    31,693
 
 (1)
    
    Includes interest of $4,611.(2)
    
    Contractual fees owed to our BJU joint venture partner.  
 Timing of Revenue
    42




---



##### 



Foreign Currency Exchange and Impact of Inflation
    
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework
 43




---



##### 



.
  Bethesda, Maryland
June 9, 2009
    /s/ BDO Seidman, LLP
 44




---



##### 



Report of Independent Registered Public Accounting Firm
 
   ,
  Internal Control  Integrated Framework
 Bethesda, Maryland
June 9, 2009
    /s/ BDO Seidman, LLP
 45




---



##### 



CHINDEX INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands except share data)
 March 31, 2009
    
    
    March 31, 2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    20,293
    
    
    $
    79,258Restricted cash
    
    
    1,854
    
    
    
    1,123Investments
    
    
    51,502
    
    
    
    Accounts receivable, less allowance for doubtful accounts of $5,041 and
$3,940, respectivelyProduct sales receivables
    
    
    37,994
    
    
    
    12,098Patient service receivables
    
    
    8,837
    
    
    
    9,085Inventories, net
    
    
    11,346
    
    
    
    9,796Deferred income taxes
    
    
    2,410
    
    
    
    1,656Other current assets
    
    
    3,239
    
    
    
    3,294Total current assets
    
    
    137,475
    
    
    
    116,310Restricted cash
    
    
    1,437
    
    
    
    Property and equipment, net
    
    
    20,633
    
    
    
    18,428Noncurrent deferred income taxes
    
    
    1,031
    
    
    
    Other assets
    
    
    2,061
    
    
    
    1,241Total assets
    
    $
    162,637
    
    
    $
    135,979LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Short-term debt, current portion of long-term debt and vendor financing
    
    $
    1,631
    
    
    $
    82Current portion of capitalized leases
    
    
    22
    
    
    
    36Accounts payable
    
    
    12,259
    
    
    
    9,938Accrued expenses
    
    
    20,607
    
    
    
    11,064Other current liabilities
    
    
    4,148
    
    
    
    3,571Deferred revenue
    
    
    1,539
    
    
    
    765Income taxes payable
    
    
    1,568
    
    
    
    349Total current liabilities
    
    
    41,774
    
    
    
    25,805Long-term debt, vendor financing and convertible debentures
    
    
    23,709
    
    
    
    22,556Long-term deferred revenue
    
    
    595
    
    
    
    Long-term portion of capitalized leases
    
    
    
    
    
    
    22Long-term deferred tax liability
    
    
    119
    
    
    
    208Total liabilities
    
    
    66,197
    
    
    
    48,591Commitments and contingenciesStockholders equity:Preferred stock, $.01 par value, 500,000 shares authorized, none issued
    
    
    
    
    
    
    Common stock, $.01 par value, 28,200,000 shares authorized, including 3,200,000
designated Class B:Common stock  13,452,007 and 13,074,593 shares issued and outstanding
at March 31, 2009 and March 31, 2008, respectively
    
    
    135
    
    
    
    131Class B stock  1,162,500 shares issued and outstanding
at March 31, 2009 and March 31, 2008, respectively
    
    
    12
    
    
    
    12Additional paid in capital
    
    
    95,808
    
    
    
    92,586Accumulated other comprehensive income
    
    
    3,072
    
    
    
    2,210Accumulated deficit
    
    
    (2,587
    )
    
    
    (7,551
    )Total stockholders equity
    
    
    96,440
    
    
    
    87,388Total liabilities and stockholders equity
    
    $
    162,637
    
    
    $
    135,979
  46




---



##### 



CHINDEX INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except share and per share data)
 Years ended March 31,2009
    
    
    2008
    
    
    2007Product sales
    
    $
    92,085
    
    
    $
    64,241
    
    
    $
    57,977Healthcare services revenue
    
    
    79,357
    
    
    
    65,817
    
    
    
    47,944Total revenue
    
    
    171,442
    
    
    
    130,058
    
    
    
    105,921Cost and expensesProduct sales costs
    
    
    69,027
    
    
    
    47,679
    
    
    
    43,891Healthcare services costs
    
    
    67,084
    
    
    
    51,810
    
    
    
    40,534Selling and marketing expenses
    
    
    13,284
    
    
    
    12,175
    
    
    
    9,930General and administrative expenses
    
    
    13,888
    
    
    
    10,055
    
    
    
    6,921Income from continuing operations
    
    
    8,159
    
    
    
    8,339
    
    
    
    4,645Other (expenses) and incomeInterest expense
    
    
    (1,004
    )
    
    
    (3,575
    )
    
    
    (766
    )Interest income
    
    
    1,738
    
    
    
    1,159
    
    
    
    238Miscellaneous (expense) income  net
    
    
    (1,242
    )
    
    
    (226
    )
    
    
    70Income from continuing operations before income taxes
    
    
    7,651
    
    
    
    5,697
    
    
    
    4,187Provision for income taxes
    
    
    (2,687
    )
    
    
    (2,042
    )
    
    
    (1,205
    )Net income from continuing operations
    
    
    4,964
    
    
    
    3,655
    
    
    
    2,982Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    (247
    )Net income
    
    $
    4,964
    
    
    $
    3,655
    
    
    $
    2,735Net income per common share  basicContinuing operations
    
    $
    .34
    
    
    $
    .32
    
    
    $
    .29Discontinued operations
    
    
    .00
    
    
    
    .00
    
    
    
    (.02
    )Net income
    
    $
    .34
    
    
    $
    .32
    
    
    $
    .27Weighted average shares outstanding  basic
    
    
    14,410,033
    
    
    
    11,369,607
    
    
    
    10,286,870Net income per common share  dilutedContinuing operations
    
    $
    .31
    
    
    $
    .27
    
    
    $
    .26Discontinued operations
    
    
    00
    
    
    
    .00
    
    
    
    (.02
    )Net income
    
    $
    .31
    
    
    $
    .27
    
    
    $
    .24Weighted average shares outstanding  diluted
    
    
    16,021,723
    
    
    
    13,361,443
    
    
    
    11,641,893
  47




---



##### 



CHINDEX INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 Years ended March 31,2009
    
    
    2008
    
    
    2007OPERATING ACTIVITIESNet income
    
    $
    4,964
    
    
    $
    3,655
    
    
    $
    2,735Adjustments to reconcile net income to net cash (used in) provided by
Operating activities:Depreciation and amortization
    
    
    3,594
    
    
    
    3,165
    
    
    
    3,258Provision
for sales demonstration inventory
    
    
    652
    
    
    
    706
    
    
    
    Inventory write down
    
    
    295
    
    
    
    600
    
    
    
    254Provision for doubtful accounts
    
    
    1,643
    
    
    
    1,673
    
    
    
    1,598Loss on disposal of property and equipment
    
    
    297
    
    
    
    245
    
    
    
    95Deferred income taxes
    
    
    (1,874
    )
    
    
    (454
    )
    
    
    (442
    )Stock based compensation
    
    
    2,881
    
    
    
    1,341
    
    
    
    196Foreign exchange gain
    
    
    (342
    )
    
    
    (604
    )
    
    
    (771
    )Amortization of debt issuance costs
    
    
    9
    
    
    
    3
    
    
    
    Amortization of debt discount
    
    
    247
    
    
    
    2,860
    
    
    
    Early redemption penalties for variable-return CDs
    
    
    1,080
    
    
    
    
    
    
    
    Non-cash interest income on CDs
    
    
    (552
    )
    
    
    
    
    
    
    Changes in operating assets and liabilities:Restricted cash
    
    
    (2,374
    )
    
    
    479
    
    
    
    (1,183
    )Accounts receivables
    
    
    (27,676
    )
    
    
    (2,190
    )
    
    
    (6,278
    )Inventories
    
    
    (319
    )
    
    
    (454
    )
    
    
    2,913Other current assets
    
    
    (62
    )
    
    
    282
    
    
    
    (597
    )Other assets
    
    
    (405
    )
    
    
    288
    
    
    
    300Accounts payable, accrued expenses, other current liabilities and deferred revenue
    
    
    14,659
    
    
    
    681
    
    
    
    (110
    )Income taxes payable
    
    
    1,217
    
    
    
    (344
    )
    
    
    480Net cash (used in) provided by operating activities
    
    
    (2,066
    )
    
    
    11,932
    
    
    
    2,448INVESTING ACTIVITIESPurchases of short-term investments and CDs
    
    
    (90,950
    )
    
    
    
    
    
    
    Proceeds from redemption of CD
    
    
    38,920
    
    
    
    
    
    
    
    Purchases of property and equipment
    
    
    (5,721
    )
    
    
    (3,207
    )
    
    
    (2,474
    )Net cash used in investing activities
    
    
    (57,751
    )
    
    
    (3,207
    )
    
    
    (2,474
    )FINANCING ACTIVITIESProceeds from debt, vendor financing and convertible debentures
    
    
    
    
    
    
    40,000
    
    
    
    148Debt issuance costs
    
    
    (278
    )
    
    
    (993
    )
    
    
    Repayment of debt, vendor financing and capitalized leases
    
    
    (120
    )
    
    
    (3,387
    )
    
    
    (2,611
    )Proceeds from issuance of common stock
    
    
    
    
    
    
    19,949
    
    
    
    Proceeds from exercise of stock options and warrants
    
    
    345
    
    
    
    4,392
    
    
    
    2,318Net cash (used in) provided by financing activities
    
    
    (53
    )
    
    
    59,961
    
    
    
    (145
    )Effect of foreign exchange rate changes on cash and cash equivalents
    
    
    905
    
    
    
    1,466
    
    
    
    243Net (decrease) increase in cash and cash equivalents
    
    
    (58,965
    )
    
    
    70,152
    
    
    
    72Cash and cash equivalents at beginning of year
    
    
    79,258
    
    
    
    9,106
    
    
    
    9,034Cash and cash equivalents at end of year
    
    $
    20,293
    
    
    $
    79,258
    
    
    $
    9,106Supplemental disclosures of cash flow information:Cash paid for interest
    
    $
    648
    
    
    $
    740
    
    
    $
    749Cash paid for taxes
    
    $
    3,303
    
    
    $
    2,869
    
    
    $
    1,123Non-cash investing and financing activities consist of the following:Transfer of demonstration equipment from property and equipment to inventory
    
    $
    
    
    
    $
    1,251
    
    
    $
    Acquisition of inventory through vendor financing agreement
    
    $
    2,294
    
    
    $
    651
    
    
    $
    2,087Conversion of convertible debt into common stock (net of unamortized debt
issuance costs of $160)
    
    $
    
    
    
    $
    24,840
    
    
    $
    
  48




---



##### 



CHINDEX INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
For the years ended March 31, 2009, 2008 and 2007
(in thousands except share data)
 Additional
    
    
    
    
    
    
    Accumulated OtherCommon Stock
    
    
    Common Stock Class B
    
    
    Paid In
    
    
    Accumulated
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Income
    
    
    TotalBalance at March 31, 2006
    
    
    8,920,310
    
    
    $
    89
    
    
    
    1,162,500
    
    
    $
    12
    
    
    $
    36,403
    
    
    $
    (13,941
    )
    
    $
    75
    
    
    $
    22,638Net income 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,735
    
    
    
    
    
    
    
    2,735Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31
    
    
    
    31Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,766Stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    196
    
    
    
    
    
    
    
    
    
    
    
    196Options and warrants exercised, and
issuance
of restricted stock
    
    
    578,208
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    2,312
    
    
    
    
    
    
    
    
    
    
    
    2,318Balance at March 31, 2007
    
    
    9,498,518
    
    
    
    95
    
    
    
    1,162,500
    
    
    
    12
    
    
    
    38,911
    
    
    
    (11,206
    )
    
    
    106
    
    
    
    27,918Net income 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,655
    
    
    
    
    
    
    
    3,655Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,104
    
    
    
    2,104Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,759Stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,341
    
    
    
    
    
    
    
    
    
    
    
    1,341Shares issued
    
    
    2,424,569
    
    
    
    24
    
    
    
    
    
    
    
    
    
    
    
    44,765
    
    
    
    
    
    
    
    
    
    
    
    44,789Beneficial conversion feature on
convertible
debt, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,189
    
    
    
    
    
    
    
    
    
    
    
    3,189Options and warrants exercised, and
issuance
of restricted stock
    
    
    1,151,506
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    4,380
    
    
    
    
    
    
    
    
    
    
    
    4,392Balance at March 31, 2008
    
    
    13,074,593
    
    
    
    131
    
    
    
    1,162,500
    
    
    
    12
    
    
    
    92,586
    
    
    
    (7,551
    )
    
    
    2,210
    
    
    
    87,388Net income 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,964
    
    
    
    
    
    
    
    4,964Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    862
    
    
    
    862Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,826Stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,881
    
    
    
    
    
    
    
    
    
    
    
    2,881Options and warrants exercised and
issuance
of restricted stock
    
    
    377,414
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    341
    
    
    
    
    
    
    
    
    
    
    
    345Balance at March 31, 2009
    
    
    13,452,007
    
    
    $
    135
    
    
    
    1,162,500
    
    
    $
    12
    
    
    $
    95,808
    
    
    $
    (2,587
    )
    
    $
    3,072
    
    
    $
    96,440
  49




---



##### 



CHINDEX INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2009
 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     Consolidation
  Revenue Recognition
    50




---



##### 



Accounts Receivable
  Inventories
    Property and Equipment
   51




---



##### 



Income Taxes
    Cash Equivalents
  Fair Value of Financial Instruments
   52




---



##### 



Fair
Value of Investments
  Fair Value of Debt
    Earnings Per Share
  53




---



##### 



Stock- Based Compensation
      Volatility
    
    
    70.00% - 72.60
    %Dividend yield
    
    
    0.00
    %Risk-free interest rate
    
    
    3.27
    %Expected average life
    
    7.0 years
  54




---



##### 



Volatility
    
    
    71.36% - 71.82
    %Dividend yield
    
    
    0.00
    %Risk-free interest rate
    
    
    3.61% - 4.12
    %Expected average life
    
    7.0 years
  Volatility
    
    
    71.02
    %Dividend yield
    
    
    0.00
    %Risk-free interest rate
    
    
    4.95
    %Expected average life
    
    7.0 years
   Debt Issuance Costs
  Dividends
  Foreign Currencies
  Use of Estimates
  55




---



##### 



Reclassifications
  Recent Accounting Pronouncements
      56




---



##### 



57




---



##### 



2. INVESTMENTS
  March 31, 2009Current investments:Certificates of deposit
    
    $
    49,052U.S. Government Agencies
    
    
    2,450Total current investments
    
    $
    51,502
    CD
    
    Fair Value of Derivative
    
    Total InvestmentHSCEI CD
    
    $
    19,540
    
    
    $
    460
    
    
    $
    20,000S&P 500 CD
    
    
    9,950
    
    
    
    50
    
    
    
    10,000FX CD
    
    
    9,789
    
    
    
    211
    
    
    
    10,000Total
    
    $
    39,279
    
    
    $
    721
    
    
    $
    40,000
   58




---



##### 



Quoted Prices inActive Markets for
    
    Significant Other
    
    SignificantIdentical Assets
    
    Observable Inputs
    
    Unobservable InputsDescription
    
    Total
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)AssetsU.S. Government Agencies
    
    $
    2,450
    
    
    $
    
    
    
    $
    2,450
    
    
    $
    Total
    
    $
    2,450
    
    
    $
    
    
    
    $
    2,450
    
    
    $
    
  3. ACCOUNTS RECEIVABLE
 March 31, 2009
    
    March 31, 2008Product sales, other than loan projects
    
    $
    20,787
    
    
    $
    12,098Loan projects
    
    
    17,207
    
    
    
    Product sales receivables
    
    
    37,994
    
    
    
    12,098Patient service receivables
    
    
    8,837
    
    
    
    9,085$
    46,831
    
    
    $
    21,183
  4. INVENTORIES, NET
 March 31, 2009
    
    
    March 31, 2008Inventories, net, consist of the following:Merchandise inventory, net
    
    $
    8,235
    
    
    $
    6,488Healthcare services inventory
    
    
    919
    
    
    
    763Parts, net
    
    
    2,192
    
    
    
    2,545$
    11,346
    
    
    $
    9,796
  5. PROPERTY AND EQUIPMENT, NET
 59




---



##### 



March 31, 2009
    
    
    March 31, 2008Property and equipment, net consists of the following:Furniture and equipment
    
    $
    17,917
    
    
    $
    15,030Vehicles
    
    
    21
    
    
    
    21Construction in progress
    
    
    741
    
    
    
    Leasehold improvements
    
    
    19,395
    
    
    
    17,15738,074
    
    
    
    32,208Less: accumulated depreciation and amortization
    
    
    (17,441
    )
    
    
    (13,780
    )$
    20,633
    
    
    $
    18,428
  6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
 March 31,
    
    
    March 31,2009
    
    
    2008Accrued expenses:Accrued contract expenses
    
    $
    13,798
    
    
    $
    4,939Accrued expenses- healthcare services
    
    
    1,381
    
    
    
    1,064Accrued compensation
    
    
    5,101
    
    
    
    4,628Accrued expenses- other
    
    
    327
    
    
    
    433$
    20,607
    
    
    $
    11,064Other current liabilities:Accrued other taxes payable- non- income
    
    $
    687
    
    
    $
    713Accrued interest
    
    
    302
    
    
    
    294Customer deposits
    
    
    1,561
    
    
    
    1,372Other current liabilities
    
    
    1,598
    
    
    
    1,192$
    4,148
    
    
    $
    3,571
 7. DEBT
  60




---



##### 



March 31, 2009
    
    
    March 31, 2008Short term
    
    
    Long term
    
    
    Short term
    
    
    Long termVendor financing  Product Sales
    
    $
    1,568
    
    
    $
    1,377
    
    
    $
    
    
    
    $
    651Vendor financing  Healthcare Services
    
    
    63
    
    
    
    
    
    
    
    82
    
    
    
    149Line of credit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Long term loan
    
    
    
    
    
    
    9,491
    
    
    
    
    
    
    
    9,163Convertible Notes, net of debt discount
    
    
    
    
    
    
    12,841
    
    
    
    
    
    
    
    12,593$
    1,631
    
    
    $
    23,709
    
    
    $
    82
    
    
    $
    22,556
 Vendor financing  Product Sales
  Line of credit
  Long term loan- IFC 2005
  Convertible Notes- JPM
 61




---



##### 



62




---



##### 



Loan Facility- IFC 2007
     63




---



##### 



Loan Facility- DEG 2008
      Debt Payments Schedule and Restricted Cash
  64




---



##### 



(in thousands)Total
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    ThereafterLong term loan
    
    $
    9,491
    
    
    $
    
    
    
    $
    949
    
    
    $
    949
    
    
    $
    949
    
    
    $
    1,424
    
    
    $
    5,220Convertible Notes
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000Vendor financing
    
    
    3,008
    
    
    
    1,631
    
    
    
    1,377
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    27,499
    
    
    $
    1,631
    
    
    $
    2,326
    
    
    $
    949
    
    
    $
    949
    
    
    $
    1,424
    
    
    $
    20,220
  8. STOCKHOLDERS EQUITY
 Common Stock
  Stock Option Plan
  65




---



##### 



Weighted AverageGrant-Date FairNumber of Shares
    
    
    ValueNonvested options outstanding, March 31, 2008
    
    
    332,776
    
    
    $
    8.91Granted
    
    
    530,050
    
    
    
    9.34Vested
    
    
    (92,579
    )
    
    
    8.66Canceled
    
    
    (7,313
    )
    
    
    9.52Nonvested options outstanding, March 31, 2009
    
    
    762,934
    
    
    $
    9.40
  Weighted AverageGrant-Date FairNumber of Shares
    
    
    ValueNonvested options outstanding, March 31, 2007
    
    
    40,300
    
    
    $
    3.48Granted
    
    
    324,750
    
    
    
    9.13Vested
    
    
    (23,274
    )
    
    
    3.24Canceled
    
    
    (9,000
    )
    
    
    3.07Nonvested options outstanding, March 31, 2008
    
    
    332,776
    
    
    $
    8.91
  Weighted AverageGrant-Date FairNumber of Shares
    
    
    ValueNonvested options outstanding, March 31, 2006
    
    
    114,500
    
    
    $
    3.51Granted
    
    
    4,500
    
    
    
    3.93Vested
    
    
    (53,450
    )
    
    
    2.81Canceled
    
    
    (25,250
    )
    
    
    4.89Nonvested options outstanding, March 31, 2007
    
    
    40,300
    
    
    $
    3.48
  66




---



##### 



Aggregate IntrinsicNumber of shares
    
    
    Value of Restrictedunderlying
    
    
    Stock (in thousands)restricted stock
    
    
    *Outstanding as of March 31, 2008
    
    
    121,323Granted
    
    
    96,000Vested
    
    
    (82,033
    )Forfeited
    
    
    Outstanding as of March 31, 2009
    
    
    135,290
    
    
    $
    672Expected to vest
    
    
    127,172
    
    
    $
    632
  Aggregate IntrinsicNumber of shares
    
    
    Value of Restrictedunderlying
    
    
    Stock (in thousands)restricted stock
    
    
    *Outstanding as of March 31, 2007
    
    
    42,000Granted
    
    
    124,322Vested
    
    
    (40,499
    )Forfeited
    
    
    (4,500
    )Outstanding as of March 31, 2008
    
    
    121,323
    
    
    $
    3,054Expected to vest
    
    
    114,044
    
    
    $
    2,870
  Aggregate IntrinsicNumber of shares
    
    
    Value of Restrictedunderlying
    
    
    Stock (in thousands)restricted stock
    
    
    *Outstanding as of March 31, 2006
    
    
    Granted
    
    
    42,000Vested
    
    
    Forfeited
    
    
    Outstanding as of March 31, 2007
    
    
    42,000
    
    
    $
    488Expected to vest
    
    
    39,590
    
    
    $
    460
 67




---



##### 



Weighted
    
    
    Aggregate
    
    
    
    
    
    
    Weighted
    
    
    Aggregate
    
    
    
    
    
    
    Weighted
    
    
    AggregateAverage
    
    
    Intrinsic
    
    
    
    
    
    
    Average
    
    
    Intrinsic
    
    
    
    
    
    
    Average
    
    
    IntrinsicExercise
    
    
    Value (in
    
    
    
    
    
    
    Exercise
    
    
    Value (in
    
    
    
    
    
    
    Exercise
    
    
    Value (in2009
    
    
    Price
    
    
    thousands)*
    
    
    2008
    
    
    Price
    
    
    thousands)*
    
    
    2007
    
    
    Price
    
    
    thousands)*Options outstanding,
beginning of year
    
    
    1,309,459
    
    
    $
    6.01
    
    
    
    
    
    
    
    1,700,459
    
    
    $
    3.48
    
    
    
    
    
    
    
    1,973,613
    
    
    $
    3.69Granted
    
    
    530,050
    
    
    
    13.42
    
    
    
    
    
    
    
    324,750
    
    
    
    13.55
    
    
    
    
    
    
    
    4,500
    
    
    
    5.53Exercised
    
    
    (37,500
    )
    
    
    9.17
    
    
    
    
    
    
    
    (686,181
    )
    
    
    3.25
    
    
    
    
    
    
    
    (180,612
    )
    
    
    3.48Canceled
    
    
    (12,825
    )
    
    
    12.30
    
    
    
    
    
    
    
    (29,569
    )
    
    
    7.36
    
    
    
    
    
    
    
    (97,042
    )
    
    
    7.73Options outstanding,
end of year
    
    
    1,789,184
    
    
    $
    8.10
    
    
    $
    1,976
    
    
    
    1,309,459
    
    
    $
    6.01
    
    
    $
    25,085
    
    
    
    1,700,459
    
    
    $
    3.48
    
    
    $
    13,824Weighted Average
Remaining Contractual
Term (Years)
    
    
    6.43
    
    
    
    
    
    
    
    
    
    
    
    6.02
    
    
    
    
    
    
    
    
    
    
    
    5.85Options exercisable at
end of year
    
    
    1,026,250
    
    
    $
    4.11
    
    
    $
    1,976
    
    
    
    976,682
    
    
    $
    3.56
    
    
    $
    21,106
    
    
    
    1,660,159
    
    
    $
    3.45
    
    
    $
    13,558Options exercisable at
end of year and
expected to be
exercisable**
    
    
    1,743,408
    
    
    $
    7.95
    
    
    $
    
    
    
    
    1,289,493
    
    
    $
    5.90
    
    
    $
    24,846
    
    
    
    1,691,789
    
    
    $
    3.46
    
    
    $
    13,788
 
 *
    
    The aggregate intrinsic value on this table was calculated based on the positive difference
between the closing market price of the Companys common stock on March 31, 2009, 2008 and 2007
($4.97, $25.17 and $11.61, respectively) and the exercise price of the underlying options.**
    
    Options exercisable at March 31, 2009, 2008 and 2007, and expected to be exercisable include
both vested options and non-vested options outstanding less our expected forfeiture rate. Security Issuances  Warrants Exercised
  68




---



##### 



Securities Issuances Private Placement:
  Securities Purchase Agreement- IFC:
  Shares of Common Stock Reserved
  9. EARNINGS PER SHARE
   69




---



##### 



Years ended March 31,2009
    
    
    2008
    
    
    2007Basic net income per share computation:Numerator:Net income from continuing operations
    
    $
    4,964
    
    
    $
    3,655
    
    
    $
    2,982Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    (247
    )Net income
    
    $
    4,964
    
    
    $
    3,655
    
    
    $
    2,735Denominator:Weighted
average shares outstanding  basic
    
    
    14,410,033
    
    
    
    11,369,607
    
    
    
    10,286,870Net income per common share  basic:Net income from continuing operations
    
    $
    .34
    
    
    $
    .32
    
    
    $
    .29Loss from discontinued operations
    
    
    .00
    
    
    
    .00
    
    
    
    (.02
    )Net income
    
    $
    .34
    
    
    $
    .32
    
    
    $
    .27Diluted net income per share computation:Numerator:Net income from continuing operations
    
    $
    4,964
    
    
    $
    3,655
    
    
    $
    2,982Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    (247
    )Net income
    
    $
    4,964
    
    
    $
    3,655
    
    
    $
    2,735Denominator:Weighted
average shares outstanding  basic
    
    
    14,410,033
    
    
    
    11,369,607
    
    
    
    10,286,870Effect of dilutive securities:Shares issuable upon exercise of dilutive outstanding stock
options, conversion of convertible debentures, vesting of restricted
stock and exercise of warrants:
    
    
    1,611,690
    
    
    
    1,991,836
    
    
    
    1,355,023Weighted average shares outstanding-diluted
    
    
    16,021,723
    
    
    
    13,361,443
    
    
    
    11,641,893Net income per common share  diluted:Net income from continuing operations
    
    $
    .31
    
    
    $
    .27
    
    
    $
    .26Loss from discontinued operations
    
    
    .00
    
    
    
    .00
    
    
    
    (.02
    )Net income
    
    $
    .31
    
    
    $
    .27
    
    
    $
    .24
   Years ended March 31,2009
    
    2008
    
    2007Number of shares considered antidulitive for calculating diluted
net income per share:
    
    
    9,000
    
    
    
    390,900
    
    
    
    42,000
 10. INCOME TAXES
  70




---



##### 



2009
    
    
    2008
    
    
    2007U.S.
    
    $
    421
    
    
    $
    (5,832
    )
    
    $
    (875
    )Foreign
    
    
    7,230
    
    
    
    11,529
    
    
    
    5,062Total
    
    $
    7,651
    
    
    $
    5,697
    
    
    $
    4,187
  2009
    
    
    2008
    
    
    2007Current:Federal
    
    $
    (64
    )
    
    $
    (8
    )
    
    $
    State
    
    
    
    
    
    
    
    
    
    
    Foreign
    
    
    (4,458
    )
    
    
    (2,581
    )
    
    
    (1,596
    )(4,522
    )
    
    
    (2,589
    )
    
    
    (1,596
    )Deferred:Federal
    
    
    
    
    
    
    1,667
    
    
    
    (1,301
    )State
    
    
    
    
    
    
    (144
    )
    
    
    51Foreign
    
    
    1,835
    
    
    
    (976
    )
    
    
    1,6411,835
    
    
    
    547
    
    
    
    391Total provision
    
    $
    (2,687
    )
    
    $
    (2,042
    )
    
    $
    (1,205
    )
  2009
    
    2008
    
    2007Income tax expense at federal statutory rate
    
    
    34.0
    %
    
    
    34.0
    %
    
    
    34.0
    %State taxes (net of federal benefit)
    
    
    0.9
    %
    
    
    (5.6
    )%
    
    
    (1.0
    )%Foreign rate differential
    
    
    (15.6
    )%
    
    
    (24.2
    )%
    
    
    (5.0
    )%Change in valuation allowance
    
    
    (13.0
    )%
    
    
    23.9
    %
    
    
    (3.4
    )%Change in tax rate
    
    
    10.2
    %
    
    
    1.2
    %
    
    
    0.00
    %Stock-based compensation
    
    
    3.8
    %
    
    
    0.6
    %
    
    
    1.1
    %Nondeductible selling costs
    
    
    4.6
    %
    
    
    4.7
    %
    
    
    6.0
    %Other permanent differences
    
    
    8.0
    %
    
    
    (1.5
    )%
    
    
    (2.9
    )%Other
    
    
    2.2
    %
    
    
    2.7
    %
    
    
    0.00
    %35.1
    %
    
    
    35.8
    %
    
    
    28.8
    %
  71




---



##### 



2009
    
    
    2008Deferred tax assets, net:Allowance for doubtful accounts
    
    $
    1,286
    
    
    $
    928Sales commissions
    
    
    317
    
    
    
    76Net operating loss carryforwards
    
    
    3,713
    
    
    
    5,222Alternative minimum tax
    
    
    100
    
    
    
    47Depreciation
    
    
    
    
    
    
    90Start-up costs
    
    
    219
    
    
    
    329Other
    
    
    1,983
    
    
    
    7587,618
    
    
    
    7,450Valuation allowance
    
    
    (3,424
    )
    
    
    (4,583
    )Deferred tax assets, net of valuation allowance
    
    
    4,194
    
    
    
    2,867Deferred tax liabilities:Allowance for doubtful accounts
    
    
    
    
    
    
    (144
    )Convertible debt beneficial conversion feature
    
    
    (852
    )
    
    
    (949
    )Depreciation
    
    
    (20
    )
    
    
    (152
    )Other
    
    
    
    
    
    
    (174
    )Total deferred tax liabilities
    
    
    (872
    )
    
    
    (1,419
    )Total net deferred taxes
    
    $
    3,322
    
    
    $
    1,448
     72




---



##### 



1.
    
    a discrete release of valuation allowance of $543,000 in certain
foreign jurisdiction whereby management determined it was more likely than not that
the deferred tax assets would be realized;2.
    
    utilization of deferred tax assets and corresponding reduction to the
valuation allowance of $441,000 in certain jurisdictions;3.
    
    an increase of $124,000 in deferred tax assets due to losses in certain
foreign jurisdiction with a corresponding increase in the valuation allowance; and4.
    
    translation adjustments on valuation allowance recorded in foreign
jurisdictions.
     11. COMMITMENTS
 Leases
  73




---



##### 



Year ending March 31:2010
    
    $
    3,8152011
    
    
    3,4542012
    
    
    2,3652013
    
    
    2,0082014
    
    
    1,632Thereafter
    
    
    9,860Net minimum rental commitments
    
    $
    23,134
   12. CONCENTRATIONS OF CREDIT RISK
     13. SIGNIFICANT CUSTOMERS/SUPPLIERS
  74




---



##### 



14. ACCOUNTING FOR VARIABLE INTEREST ENTITIES (VIE)
   15. SEGMENT REPORTING
  For the year ended March 31, 2009:
 HealthcareServices
    
    
    MedicalProducts
    
    
    TotalSales and service revenue
    
    $
    79,357
    
    
    $
    92,085
    
    
    $
    171,442Gross Profit
    
    
    n/a
    *
    
    
    23,058
    
    
    
    n/aGross Profit %
    
    
    n/a
    *
    
    
    25
    %
    
    
    n/aIncome from continuing operations before foreign exchange
    
    $
    7,309
    
    
    $
    508
    
    
    $
    7,817Foreign exchange gain
    
    
    
    
    
    
    
    
    
    
    342Income from continuing operations
    
    
    
    
    
    
    
    
    
    $
    8,159Other (expense), net
    
    
    
    
    
    
    
    
    
    
    (508
    )Income from continuing operations before income taxes
    
    
    
    
    
    
    
    
    
    $
    7,651Assets
    
    $
    94,675
    
    
    $
    67,962
    
    
    $
    162,637
 For the year ended March 31, 2008:
 75




---



##### 



HealthcareServices
    
    
    MedicalProducts
    
    
    TotalSales and service revenue
    
    $
    65,817
    
    
    $
    64,241
    
    
    $
    130,058Gross Profit
    
    
    n/a
    *
    
    
    16,562
    
    
    
    n/aGross Profit %
    
    
    n/a
    *
    
    
    26
    %
    
    
    n/aIncome (loss) from continuing operations before
foreign exchange
    
    $
    10,342
    
    
    $
    (2,607
    )
    
    $
    7,735Foreign exchange gain
    
    
    
    
    
    
    
    
    
    
    604Income from continuing operations
    
    
    
    
    
    
    
    
    
    $
    8,339Other (expense), net
    
    
    
    
    
    
    
    
    
    
    (2,642
    )Income from continuing operations before income taxes
    
    
    
    
    
    
    
    
    
    $
    5,697Assets
    
    $
    93,727
    
    
    $
    42,252
    
    
    $
    135,979
 For the year ended March 31, 2007:
 HealthcareServices
    
    
    MedicalProducts
    
    
    TotalSales and service revenue
    
    $
    47,944
    
    
    $
    57,977
    
    
    $
    105,921Gross Profit
    
    
    n/a
    *
    
    
    14,086
    
    
    
    n/aGross Profit %
    
    
    n/a
    *
    
    
    24
    %
    
    
    n/aIncome (loss) from continuing operations before
foreign exchange
    
    $
    5,028
    
    
    $
    (1,154
    )
    
    $
    3,874Foreign exchange gain
    
    
    
    
    
    
    
    
    
    
    771Income from continuing operations
    
    
    
    
    
    
    
    
    
    $
    4,645Other (expense), net
    
    
    
    
    
    
    
    
    
    
    (458
    )Income from continuing operations before income taxes
    
    
    
    
    
    
    
    
    
    $
    4,187Assets
    
    $
    34,129
    
    
    $
    28,778
    
    
    $
    62,907
 
 *
    
    Gross profit margins not routinely calculated in the healthcare industry. 16. DISCONTINUED OPERATIONS
   Years ended March 31,2009
    
    2008
    
    2007Net revenue from discontinued operations
    
    $
    0
    
    
    $
    0
    
    
    $
    0Loss from discontinued operations
    
    $
    0
    
    
    $
    0
    
    
    $
    (247
    )
  76




---



##### 



17. SELECTED QUARTERLY DATA (UNAUDITED)
 First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterFor the year ended March 31, 2009:Revenue
    
    $
    32,068
    
    
    $
    38,110
    
    
    $
    41,600
    
    
    $
    59,664Income from continuing operations before income taxes
    
    
    1,003
    
    
    
    1,113
    
    
    
    1,504
    
    
    
    4,031Net income (loss) from continuing operations
    
    
    (161
    )
    
    
    862
    
    
    
    846
    
    
    
    3,417Net income (loss)
    
    
    (161
    )
    
    
    862
    
    
    
    846
    
    
    
    3,417Income (loss) per share of common stock  basicNet income (loss) from continuing operations
    
    
    (.01
    )
    
    
    .06
    
    
    
    .06
    
    
    
    .24Net income (loss)
    
    
    (.01
    )
    
    
    .06
    
    
    
    .06
    
    
    
    .24Diluted income (loss) earnings per share of common stockNet income (loss) from continuing operations
    
    
    (.01
    )
    
    
    .05
    
    
    
    .05
    
    
    
    .22Net income (loss)
    
    
    (.01
    )
    
    
    .05
    
    
    
    .05
    
    
    
    .22Cash dividends per share of common stock
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00For the year ended March 31, 2008:Revenue
    
    $
    26,771
    
    
    $
    32,652
    
    
    $
    36,011
    
    
    $
    34,624Income (loss) from continuing operations before income
taxes
    
    
    1,218
    
    
    
    2,481
    
    
    
    3,970
    
    
    
    (1,972
    )Net income (loss) from continuing operations
    
    
    809
    
    
    
    1,638
    
    
    
    3,894
    
    
    
    (2,686
    )Net income (loss)
    
    
    809
    
    
    
    1,638
    
    
    
    3,894
    
    
    
    (2,686
    )Income per share of common stock  basicNet income (loss) from continuing operations
    
    
    .08
    
    
    
    .15
    
    
    
    .34
    
    
    
    (.20
    )Net income (loss)
    
    
    .08
    
    
    
    .15
    
    
    
    .34
    
    
    
    (.20
    )Diluted income earnings per share of common stockNet income (loss) from continuing operations
    
    
    .07
    
    
    
    .13
    
    
    
    .28
    
    
    
    (.20
    )Net income (loss)
    
    
    .07
    
    
    
    .13
    
    
    
    .28
    
    
    
    (.20
    )Cash dividends per share of common stock
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
 77




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##### 



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
 ITEM 9A. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures.
   Changes in Internal Control of Financial Reporting During the Quarter
  Managements Annual Report on Internal Control over Financial Reporting
  78




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##### 



ITEM 9B. OTHER INFORMATION
 
 NONE.
 
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
  
 ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
     79




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##### 



Balancebeginning of
    
    Additions
    
    Additions
    
    
    
    
    
    Balance endDescription (amounts in thousands)
    
    year
    
    expensed
    
    not expensed
    
    Deductions
    
    of yearFor the year ended March 31, 2009:Allowance for doubtful receivables
    
    $
    3,940
    
    
    
    1,643
    
    
    
    116
    
    
    
    658
    
    
    $
    5,041Inventory valuation allowance
    
    $
    
    
    
    
    295
    
    
    
    
    
    
    
    144
    
    
    $
    151Deferred income tax valuation allowance
    
    $
    4,583
    
    
    
    
    
    
    
    (167
    )
    
    
    860
    
    
    $
    3,556Litigation accrual
    
    $
    921
    
    
    
    
    
    
    
    
    
    
    
    921
    
    
    $
    For the year ended March 31, 2008:Allowance for doubtful receivables
    
    $
    2,827
    
    
    
    1,673
    
    
    
    169
    
    
    
    729
    
    
    $
    3,940Inventory valuation allowance
    
    $
    
    
    
    
    600
    
    
    
    
    
    
    
    600
    
    
    $
    Deferred income tax valuation allowance
    
    $
    3,081
    
    
    
    1,361
    
    
    
    141
    
    
    
    
    
    
    $
    4,583Litigation accrual
    
    $
    323
    
    
    
    700
    
    
    
    41
    
    
    
    143
    
    
    $
    921For the year ended March 31, 2007:Allowance for doubtful receivables
    
    $
    2,250
    
    
    
    1,598
    
    
    
    (169
    )
    
    
    852
    
    
    $
    2,827Inventory valuation allowance
    
    $
    
    
    
    
    254
    
    
    
    
    
    
    
    254
    
    
    $
    Deferred income tax valuation allowance
    
    $
    3,105
    
    
    
    
    
    
    
    79
    
    
    
    103
    
    
    $
    3,081Litigation accrual
    
    $
    280
    
    
    
    136
    
    
    
    11
    
    
    
    104
    
    
    $
    323
    3.1
    
    Amended and Restated Certificate of Incorporation of the Company dated October 28, 2004. Incorporated by
reference to Exhibit 3.1 to the Companys Annual Report on Form 10-K for the fiscal year ended March 31, 2005.3.2
    
    Amendment to Certificate of Incorporation dated July 10, 2007. Incorporated by reference to Exhibit 3.1 to
the Companys Current Report on Form 8-K dated July 10, 2007.3.3
    
    By-laws of the Company. Incorporated by reference to Annex C to the Companys Proxy Statement on Schedule 14A
filed on June 7, 2002.3.4
    
    Certificate of Designations of Series A Junior Participating Preferred Stock of Chindex International, Inc.
Incorporated by reference to Exhibit 3.3 to the Companys Annual Report on Form 10-K for the fiscal year ended
March 31, 2007.4.1
    
    Form of Specimen Certificate representing the Common Stock. Incorporated by reference to Exhibit 4.2 to the
Registrants Registration Statement on Form SB-2 (No. 33-78446) (The IPO Registration Statement).4.2
    
    Form of Specimen Certificate representing the Class B Common Stock. Incorporated by reference to Exhibit 4.3
to the IPO Registration Statement.4.3
    
    Rights Agreement, dated as of June 7, 2007, between Chindex International, Inc. and American Stock Transfer &
Trust Company, as Rights Agent, which includes form of Right Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Stock as Exhibit C (incorporated by reference to Exhibit 4.1 to the Companys
Current Report
 80




---



##### 



on Form 8-K filed on June 7, 2007).4.4
    
    Amendment No. 1 to Rights Agreement dated November 4, 2007 between the Company and American Stock Transfer &
Trust Company, as Rights Agent. Incorporated by reference to Exhibit 10.2 to the Companys Current Report on
Form 8-K dated November 4, 2007.10.1*
    
    The Companys 1994 Stock Option Plan, as amended as of July 17, 2001. Incorporated by reference to Exhibit
10.1 to the Companys Quarterly Report on Form 10-Q for the six months ended June 30, 2001.10.2*
    
    The Companys 2004 Stock Incentive Plan. Incorporated by reference to Annex B to the Companys Proxy
Statement on Schedule 14A filed with the Securities and Exchange Commission on September 14, 2004.10.3*
    
    The Companys 2007 Stock Incentive Plan. Incorporated by reference to Exhibit 99.1 to the Companys Current
Report on Form 8-K dated September 11, 2007 (the September 11, 2007 Form 8-K).10.4*
    
    The Companys 2009 Executive Management Incentive Plan (EMIP). Incorporated by reference to Exhibit 10.1 to
the June 26, 2008 Form 8-K.10.5*
    
    Form of Outside Director Restricted Stock Grant Letter. Incorporated by reference to Exhibit 99.2 to the to
the September 11, 2007 Form 8-K.10.6*
    
    Form of Employee Restricted Stock Grant Letter. Incorporated by reference to Exhibit 99.3 to the September 11,
2007 Form 8-K.10.7*
    
    Form of Employee Stock Option Grant Letter. Incorporated by reference to Exhibit 99.4 to the September 11,
2007 Form 8-K.10.8*
    
    Form of Stock Option Grant Letter for EMIP awards. (filed herewith)10.9
    
    Lease Agreement between the School of Posts and Telecommunications and the Company dated November 8, 1995.
Incorporated by reference to Exhibit 10.14 to the Companys Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995.10.10
    
    Amendments Numbers One, Two and Three to the Lease Agreement between the School of Posts and
Telecommunications and the Company dated November 8, 1995, each such amendment dated November 26, 1996.
Incorporated by reference to Exhibit 10.13 to the Companys Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997.10.11
    
    Lease Agreement dated May 10, 1998, between the School of Posts and Telecommunications and the Company
relating to the lease of additional space. Incorporated by reference to Exhibit 10.13 to the Companys Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1998.10.12
    
    Contractual Joint Venture Contract between the Chinese Academy of Medical Sciences Union Medical &
Pharmaceutical Group Beijing Union Medical & Pharmaceutical General Corporation and the Company, dated
September 27, 1995. Incorporated by reference to Exhibit 10.16 to the Companys Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1995.10.13
    
    First Investment Loan Manager Demand Promissory Note dated July 10, 1997 between First National Bank of
Maryland and the Company. Incorporated by reference to Exhibit 10.16 to the Companys Annual Report on Form
10-KSB for the fiscal year ended December 31, 1997.10.14
    
    Distribution Agreement dated October 11, 2001 between Siemens AG and the Company, Incorporated by reference to
Exhibit 10.18 to the Companys Quarterly Report on Form 10-Q for the nine months ended September 30, 2001.10.15*
    
    Amended and Restated Employment Agreement, dated as of December 15, 2008, between the Company and Roberta
Lipson. Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the
period ended December 31, 2008.10.16*
    
    Amended and Restated Employment Agreement, dated as of December 15, 2008, between the Company and Elyse Beth
Silverberg. Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the
period ended December 31, 2008.10.17*
    
    Amended and Restated Employment Agreement, dated as of December 22, 2008, between the Company and Lawrence
Pemble. Incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the
period ended December 31, 2008.10.18*
    
    Amended and Restated Employment Agreement, dated as of December 1, 2008, between the Company and Anne Marie
Moncure. Incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the
period ended December 31, 2008.10.19*
    
    Employment Agreement, dated as of November 11, 2008, between the Company and Robert Low. Incorporated by
reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the period ended December 31,
2008.10.20
    
    Securities Purchase Agreement dated November 7, 2007 between the Company and Magenta Magic Limited.
Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated November 7,2007.10.21
    
    RMB Loan Agreement among Beijing United Family Health Center, Shanghai United Family Hospital, Inc. and
International Finance Corporation, dated October 10, 2005. Incorporated by reference to Exhibit 10.28 to the
Companys Quarterly Report on Form 10-Q for the six months ended December 31, 2005.10.22
    
    Guarantee Agreement between Chindex International, Inc. and International Finance Corporation, dated October
11, 2005. Incorporated by reference to Exhibit 10.29 to the Companys Quarterly Report on Form 10-Q for the
six months ended December 31, 2005.
 81




---



##### 



10.23
    
    Loan Agreement dated December 10, 2007 between the Company and International Finance Corporation. Incorporated
by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated December 10, 2007 (the December
10, 2007 Form 8-K).10.24
    
    Amendment to Loan Agreement dated as of January 3, 2008 between Chindex China Healthcare Finance, LLC and
International Finance Corporation. Incorporated by reference to Exhibit 4.1 to the Companys Current Report on
Form 8-K dated January 10, 2008 (the January 10, 2008 Form 8-K).10.25
    
    Securities Purchase Agreement dated December 10, 2007 between the Company and International Finance
Corporation. Incorporated by reference to Exhibit 10.1 to the December 10, 2007 Form 8-K.10.26
    
    Loan Agreement dated as of January 8, 2008 between Chindex China Healthcare Finance, LLC and DEG-Deutsche
Investitions-Und Entwicklungsgesellschaft. Incorporated by reference to Exhibit 4.1 to January 10, 2008 Form
8-K.10.27
    
    Amendment to Loan Agreement dated as of May 27, 2009 between Chindex China Healthcare Finance, LLC and
DEG-Deutsche Investitions-und Entwicklungsgesellschaft. (filed herewith)10.28
    
    SPV Guarantee Agreement dated as of January 8, 2008 between Chindex China Healthcare Finance, LLC and
DEG-Deutsche Investitions-Und Entwicklungsgesellschaft. Incorporated by reference to Exhibit 4.2 to the
January 10, 2008 Form 8-K.10.29
    
    Contractual Joint Venture Contract between Shanghai Changning District Central Hospital and the Company, dated
February 9, 2002. Incorporated by reference to Exhibit 10.24 to the Companys Annual Report on Form 10-K for
the fiscal year ended December 31, 2001.10.30
    
    Lease Agreement between Shanghai Changning District Hospital and the Company related to the lease of the
building for Shanghai United Family Hospital. Incorporated by reference to Exhibit 10.25 to the Companys
Annual Report on Form 10-K for the fiscal year ended December 31, 2001.10.31
    
    Lease Agreement between China Arts & Crafts Import & Export Corporation and Chindex (Beijing) Consulting
Incorporated related to the lease of the building for the Companys main office in Beijing. Incorporated by
reference to Exhibit 10.17 to the Companys Quarterly Report on Form 10-Q for the six months ended June 30,
2002.10.32
    
    Agreement between Siemens AG and the Company for long-term payment of vendor invoices. Incorporated by
reference to Exhibit 10.18 to the Companys Quarterly Report on Form 10-Q for the nine months ended September
30, 2002.10.33
    
    Form of Common Stock Purchase Warrant issued to investors on March 24, 2005. Incorporated by reference to
Exhibit 10.2 to the Companys Current Report on Form 8-K dated March 21, 2005.10.34
    
    Amendatory Letter No. 1 dated February 5, 2009, to Loan
Agreement dated December 10, 2007 between the Company and
International Finance Corporation. (filed herewith)21.1
    
    List of subsidiaries. Incorporated by reference to Exhibit 21.1 to the Companys Registration Statement on
Form S-3 (No. 333-123975).23.1
    
    Consent of Independent Registered Public Accounting Firm (filed herewith)31.1
    
    Certification of the Companys Chief Executive Officer Pursuant to Rule 13a-14(a) (filed herewith)31.2
    
    Certification of the Companys Chief Financial Officer Pursuant to Rule 13a-14(a) (filed herewith)31.3
    
    Certification of the Companys Principal Accounting Officer Pursuant to Rule 13a-14(a) (filed herewith)32.1
    
    Certification of the Companys Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 (filed herewith)32.2
    
    Certification of the Companys Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 (filed herewith)32.3
    
    Certification of the Companys Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350 (filed herewith)
 
 *
    
    Management contract or compensatory plan or arrangement 82




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##### 



SIGNATURES
  CHINDEX INTERNATIONAL, INC.Dated: June 12, 2009
    By:
    /S/ Roberta LipsonRoberta LipsonChief Executive Officer
(principal executive officer)  Dated: June 12, 2009
    By:
    /S/ A. Kenneth NilssonA. Kenneth NilssonChairman of the BoardDated: June 12, 2009
    By:
    /S/ Roberta LipsonRoberta LipsonChief Executive Officer and Director
(principal executive officer)Dated: June 12, 2009
    By:
    /S/ Lawrence PembleLawrence PembleExecutive Vice President-Finance, Chief Financial
Officer and Director
(principal financial officer)Dated: June 12, 2009
    By:
    /S/ Elyse Beth SilverbergElyse Beth SilverbergExecutive Vice President, Secretary and Director 83




---



##### 



Dated: June 12, 2009
    By:
    /S/ Robert C. LowRobert C. LowVice President of Finance, Chief Accounting Officer
and Corporate Controller
(principal accounting officer)Dated: June 12, 2009
    By:
    /S/ Holli HarrisHolli HarrisDirectorDated: June 12, 2009
    By:
    /S/ Carol R. KaufmanCarol R. KaufmanDirectorDated: June 12, 2009
    By:
    /S/ Julius Y. OestreicherJulius Y. OestreicherDirector 84