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|                                 |   |                                      |
|--------------------------------------|--------|-------------------------------------------|
| DELAWARE                             |   | 13-3097642                                |
| (State      or other jurisdiction of |   | (I.R.S.      Employer Identification No.) |
| incorporation      or organization)  |   |                                      |

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|   |  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.                                                                                                                                                                                                                                                                                                                                                                                      |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 4.2         | Form      of Specimen Certificate representing the Class B Common      Stock.                                                                                                                                                                                                                                                                                                                                                                    |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 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 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.                                                                                                                                                                                                              |
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

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|   | 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*   | 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.                                                                                                                                                                                                                                                          |
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 10.5*   | Form      of Employee Restricted Stock Grant Letter. Incorporated by reference to      Exhibit 99.3 to the September 11, 2007 Form  8-K.                                                                                                                                                                                                                                                                             |
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 10.6*   | Form      of Employee Stock Option Grant Letter. Incorporated by reference to      Exhibit 99.4 to the September 11, 2007 Form  8-K.                                                                                                                                                                                                                                                                                 |
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 10.7         | 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.                                                                                                                                           |
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 10.8         | 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.                                   |
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 10.9         | 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.                                                                                          |
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 10.10        | 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. |
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 10.11        | 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.                                                                                                                |
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 10.12        | 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.                                                                                                                                                             |
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 10.13*  | Employment      Agreement, dated as of March 1, 2006, between the Company and Roberta      Lipson. Incorporated by reference to Exhibit 10.1 to the Company’s      Current Report on Form 8-K dated October 31, 2006.                                                                                                                                                                                     |
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 10.14*  | Employment      Agreement, dated as of March 1, 2006, between the Company and Elyse      Beth Silverberg. Incorporated by reference to Exhibit 10.2 to the      Company’s Current Report on Form 8-K dated October 31,      2006.                                                                                                                                                                         |
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 10.15*  | Employment      Agreement, dated as of March 1, 2006, between the Company and      Lawrence Pemble. Incorporated by reference to Exhibit 10.3 to the      Company’s Current Report on Form 8-K dated October 31,      2006.                                                                                                                                                                               |
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 10.16*  | Employment      Agreement, dated as of May 1, 2006, between the Company and Anne      Marie Moncure. Incorporated by reference to Exhibit 10.19 to the      Company’s Quarterly Report on                                                                                                                                                                                                                      |
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                           |

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|   |   | Form      10-Q for the period ended December 31, 2006. |
|--------|--------|-------------------------------------------------------------|
|   |   |                                                        |
|   | 10.17  | Intentionally      Omitted.                                 |
|   |   |                                                        |
|   | 10.18  | Intentionally      Omitted.                                 |
|   |   |                                                        |
|   | 10.19  | Intentionally      Omitted.                                 |
|   |   |                                                        |
|   | 10.20  | Intentionally      Omitted.                                 |

|   | 10.21  | 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.                                                                                                                                     |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 10.22  | 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”).                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 10.23  | 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 December 10, 2007 (the “January 10,      2008 Form 8-K”).                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 10.24  | 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.                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 10.25  | 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.                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 10.26  | 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.                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 10.27  | 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.                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 10.28  | 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.                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 10.29  | 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. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 10.30  | 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.                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 10.31  | 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.                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |

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|   | 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                                                                                                             |
|   |   |                                                                                                                                                                      |
|   | 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 (filedherewith)                                       |

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| * | Management      contract or compensatory plan orarrangement. |
|---|--------------------------------------------------------------|

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|               | CHINDEX      INTERNATIONAL, INC. |                                                                   |
|--------------------|----------------------------------|------------------------------------------------------------------------|
|               |                             |                                                                   |   |
| July      17, 2009 | By:                              | /s/ Lawrence      Pemble                                          |   |
|               |                             | Lawrence      Pemble                                                   |   |
|               |                             | Executive      Vice President, Finance andChief      Financial Officer |   |
|               |                             |                                                                   |   |