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 December 31, 2002

Commission File No. 0-24624

CHINDEX INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)





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

7201 Wisconsin Avenue

Bethesda, Maryland, 20814

(301) 215-7777

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.01 par value

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ x ] No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K contained is not contained herein, and will not be contained, to the best of registrant's knowledge, in a definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ x ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).  Yes [   ]  No [ x ]

The aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of June 28, 2002 (the last business day of the registrant's most recently completed second fiscal quarter) was approximately $7,100,000.

The number of shares outstanding of each of the issuer's class of common equity, as of March 20, 2003, was 733,308 shares of Common Stock and 193,750 shares of Class B Common Stock.



PART I

ITEM 1. BUSINESS

GENERAL

.  Chindex International, Inc. is an American public company with its common stock traded on NASDAQ.  The Company's headquarters are located in the Washington, D.C. metropolitan area.  In 2002 the Company changed its state of incorporation from New York to Delaware and formally changed its name from U.S.-China Industrial Exchange, Inc. to Chindex International, Inc.  ("Chindex" or the "Company").   Chindex, founded in 1981, is a leading American company in the healthcare sectors of the Chinese marketplace, including Hong Kong.  Revenues are generated from the sale of healthcare equipment and products and the provision of healthcare services.  The Company operates in three segments.  First, the Company's original business has been its Capital Medical Equipment Division, through which Chindex markets, sells, and facilitates the export of select capital healthcare equipment and instrumentation throughout China on the basis of exclusive agreements with the manufacturers of these products.  Chindex is the largest independent U.S. distributor of healthcare equipment in China.  Second, in addition to the sale of capital equipment, the Company's Healthcare Products Distribution Division, through a network of wholly foreign-owned subsidiaries, imports and distributes off-the-shelf healthcare instrumentation and health-related consumable products.  Finally, the Healthcare Services Division operates the Company's private hospitals, Beijing United Family Hospital and Clinics ("Beijing United"), and Shanghai United Family Hospital and Clinics ("Shanghai United") which is scheduled to open in 2003.  In 2002, the Company opened its first satellite clinic associated with Beijing United in Shunyi County outside of Beijing.  For financial information regarding the Company's segments see footnote 10 to the Financial Statements contained in Item 10.  The financial information regarding the segments has been restated for 2001 as a result of the Company's recent split of its Healthcare Products segment into two separate segments.

In 2002, Chindex was awarded the annual U.S. Secretary of State's Award for Corporate Excellence by Secretary of State Colin Powell.  The award recognizes exemplary business practices, innovation and good corporate citizenship in the Company's operations overseas.  Chindex was one of only two companies to receive this prestigious award.

Chindex has 619 full-time employees worldwide, 605 of whom reside in China and Hong Kong. In China and Hong Kong, Chindex operates three representative offices and four subsidiary companies.  The Company also participates in four joint ventures, the most recent of which is Natural Formula Asia Ltd., a joint venture established in Hong Kong between the Company's Hong Kong subsidiary (40% ownership) and two Israeli companies.  The Company also has three subsidiaries in the Republic of Mauritius and one in the British Virgin Islands which were established in 2001 as part of a tax restructuring plan.  In addition, in 2002, the Company established a subsidiary in Germany in order to facilitate the Company's participation in German Government-funded loan programs for the sale in China of medical equipment.

Chindex was established to take advantage of the marketing opportunities presented by the commercial opening of China to the West in the late 1970s and early 1980s.  The Company opened initial offices in Beijing and New York in order to provide representative services, including product marketing, sales, distribution, and technical support to Western manufacturers of electronic instrumentation and industrial machinery.

During its early years of operation, Chindex began work in the healthcare and industrial machinery market sectors.  Relationships were initiated with manufacturers of a variety of capital medical equipment and off-road construction and mining machinery.  By the end of its second year, the Company had hired its first in-house technical support engineer in order to provide service in connection with its sales.  By 1985, the Company had developed an organizational structure which consisted of two discrete marketing groups: capital medical equipment and industrial machinery.  The Company has been continually active in pursuit of new product areas, technologies, and emerging market segments within its industry focus in China.

In response to the fast-paced development of the Chinese market-oriented economic reforms through the mid-1980s, the Company opened representative offices in Guangzhou (southern China) and Shanghai (central China) to expand its sales capabilities.  In addition, to increase its technical service capabilities, in 1986, Chindex opened its first cooperative venture, the Chindex Meheco Service Center, which provided access to bonded warehouse facilities for the importation of spare parts inventories utilized by the Technical Service operations of the Company.  As the Chinese economy has continued to show exceptional growth rates Chindex has pursued the expansion of its business operations through staff and facilities expansion, as well as increased product offerings.  The regional offices support a network of territory sales managers, local area regional representatives, and technical service engineers throughout the country.

In order to increase the Company's overall market access in China, Chindex opened its first foreign subsidiary, Chindex Holdings International Trade (Tianjin), Ltd., in the Tianjin Free Trade Zone in 1994.  A second subsidiary, Chindex Shanghai International Trading Co., Ltd., was opened in the Waigaoqiao Free Trade Zone of Shanghai, in mid-1998.  The subsidiaries are managed by the Healthcare Products Distribution division and provide Chindex with a unique nationwide distribution system for off-the-shelf medical devices and consumables used in hospitals as well as home healthcare and health-oriented products sold to consumers in retail pharmacies.

In early 1996, Chindex established operations in Hong Kong through another foreign subsidiary, Chindex Hong Kong Limited.  This subsidiary has been staffed for sales and technical support in the healthcare sectors of the Hong Kong market.

To provide funding for growth initiatives and to capitalize on its sustained investment and long-term management expertise in China, Chindex successfully completed two public offerings in 1994 and 1996, the proceeds of which allowed the Company to initiate and develop a growth plan based on expansion of its traditional healthcare equipment sales and service operations, development of primary healthcare ventures, expansion of product distribution capabilities in healthcare products, and investment in the growth of the Hong Kong market services.

To address the long-term financing needs of its customers in the China marketplace, Chindex has worked with the U.S. Government to utilize direct loan and loan guarantee programs to extend financing to Chinese buyers in cooperation with the Chinese Ministries of Health and Finance.  Chindex has utilized assistance from the Export-Import Bank of the United States (Ex-Im Bank) on three separate projects spanning a five year period from 1995 to 2000, totaling $34 million in medical equipment exports.  In addition, Chindex has also secured $11.7 million in financing for Chinese hospitals through three separate commercial loan transactions in 2001 and 2002.  These transactions have helped to sustain Chindex's competitive position in the face of increased competition from other suppliers in the China marketplace.

In 1997, Chindex opened Beijing United, a joint venture between Chindex and a company affiliated with the Chinese Academy of Medical Sciences.  Chindex invested approximately $4.0 million in the Beijing United project, which has brought an international-standard family hospital to China.  The Chindex multi-year development plan, which is subject to obtaining requisite financing among other conditions, includes a series of family hospitals and clinics in major metropolitan centers in China over the next several years as it establishes itself as the premier private hospital corporation in China.  Chindex has already received approval from China's Ministry of Health for, and has commenced construction of its second planned hospital, Shanghai United Family Hospital, which is expected to open in 2003.

CAPITAL MEDICAL EQUIPMENT

On the basis of exclusive distribution agreements, Chindex offers manufacturers of top-quality capital medical equipment  access to the greater Chinese marketplace through a wide range of marketing, sales, and technical services for their products.  Through a matrix of dedicated marketing and technical service departments, local area product and technical specialists, and local area territory representatives and clinical application specialists, the Company provides comprehensive marketing coverage on behalf of its clients and suppliers on a nationwide basis.  Marketing efforts are based on annual marketing plans developed by each marketing department within Chindex for each product, and normally include attendance at a variety of trade shows throughout China, advertisement in leading Chinese industrial, trade, and clinical journals, production of Chinese language product literature for dissemination to the potential customer base, direct mail and telemarketing campaigns, and other product promotions.

Since its founding in 1981, Chindex has invested in its operations in the marketing and sales of capital medical equipment. Chindex has been the largest independent U.S. distributor of healthcare equipment in China for many years.

The capital medical operations in China are managed by the Medical Department, which focuses on exporting top quality Western capital medical equipment to the China market.  These export sales are denominated in U.S. dollars and are made to China's larger hospitals.  The Medical Department is organized both by clinical or therapeutic product specialty and by region.

The Medical Department markets its products directly to hospitals, through hospital administrators and the doctors who are the ultimate users of the products.  There is virtually no private practice of medicine in China and all physicians are affiliated with hospitals or similar institutions.  The Company's marketing is addressed to all relevant participants in the purchasing decision, including the doctors and hospital administrators.  Chindex has sold products to more than 2,000 hospitals in China, many of which have been repeat customers.

Most purchases of the capital medical equipment sold by Chindex in China, regardless of the nature of the end-user, are made through foreign trade corporations ("FTCs").  Although the purchasing decision is made by the end-user, which may be an individual or a group having the required approvals from their administrative organizations, the Company enters into formal purchase contracts with FTCs.  The FTCs make purchases on behalf of the end-users and are legally authorized by the Chinese government to conduct import business.  These organizations are chartered and regulated by the government and are formed to facilitate foreign trade.  The Company markets its products directly to end-users, but in consummating a sale the company also must interact with the particular FTC representing the end-user.  For this reason, the Company seeks to maintain ongoing relationships with the FTCs in its industries.

The entry of China into the World Trade Organization ("WTO") in 2001 has had a very positive impact from the Company's point of view and the Company expects that this will continue.  Among the WTO-related changes in the China business environment of importance to the Company are lower tariff rates on imported goods, greater openness in government regulation of business and greater flexibility in the rules relating both to domestic distribution and to participation by Chinese enterprises in foreign trade without the need for utilizing an FTC.  These changes are being phased in over several years, although the Company has already experienced reduced tariff rates on some of the products that it sells in China.

The Company maintains a separate technical service unit, which is closely tied to the Medical Department.  Chindex is responsible for the technical support of virtually all the medical equipment it sells.  To support its capital healthcare equipment business, the Company owns and operates a full-service technical service center.  This service center supports spare parts inventories and factory-trained service engineers on a nationwide basis.  It also makes use of a joint venture organization, the Chindex Meheco Technical Service Center, which provides access to bonded warehousing facilities.

Chindex's Hong Kong subsidiary was opened in 1996 to address the capital medical equipment in Hong Kong.  In this market, Chindex offers marketing and distribution services similar to what it provides in the mainland, but tailored to the specific characteristics of the Hong Kong marketplace.  On behalf of and in conjunction with its clients, Chindex Hong Kong participates in the tendering process for the sale of equipment to public hospitals.  In addition, Chindex Hong Kong also markets separately to the private hospital system in that territory.

Since 1995, Chindex has been utilizing loans and loan guarantees from Ex-Im Bank to help hospitals in China finance their purchases of medical equipment from Chindex.  Chindex has also arranged commercial financing that is guaranteed by the Chinese government but without Ex-Im Bank participation.  While these transactions are primarily used to promote purchases of the products that Chindex exclusively distributes in China, equipment manufactured by non-client suppliers has also been incorporated.  Some of the non-client manufacturers who have participated in Chindex's Ex-Im Bank-supported contracts include Marconi Medical Systems, Spacelabs Medical, Draeger Medical, Alcon Laboratories, Stryker Corporation, ADAC Laboratories, Varian Medical Systems and PerkinElmer.

Among its many clients, the Chindex Medical Department represents the following manufacturers of premier healthcare instrumentation and systems:

Siemens AG is a world leader in the manufacture of medical equipment.  In 2001, Chindex and Siemens entered into a five year agreement calling for Chindex to be the exclusive distributor in China for the Siemens line of diagnostic color ultrasound imaging devices manufactured by Acuson Corporation (acquired by Siemens in 2000) and by Siemens.  Siemens has appointed Chindex as the sole distributor in Hong Kong as well.  Chindex has been the exclusive Acuson distributor in China since Acuson entered the China market in 1987, and in Hong Kong since 1996.  In 2002, the sale of Siemens and Acuson products accounted for approximately 16% of the Company's revenues.

Bard Electrophysiology manufactures products which aid in the diagnosis and treatment of electrophysiology disorders.  Chindex assumed the exclusive distributorship of Bard's Computerized Labsystems in China in 1999.  The Labsystems are used in cardiac cath labs and complement Chindex's other cardiology product offerings.

Hologic, Inc. is a leading developer, manufacturer and supplier of bone densitometers, mammography and breast biopsy devices, and direct-to-digital X-ray systems.  Chindex began representing Hologic in both China and Hong Kong in 2001.

Nova Biomedical, Inc. is a leading American manufacturer of medical laboratory analysis equipment used in critical care as well as central laboratory environments in the hospital.  Chindex has represented Nova Biomedical in the China market since 1986.

Ortho-Clinical Diagnostics, Inc., a Johnson & Johnson company, the technology leader in dry chemistry analyzers, is the manufacturer of the Vitros (formerly Ektachem, a Kodak trademark) dry slide chemistry analyzer system developed originally by the Eastman Kodak Company.  The dry slide reagents used in all of these analyzers are supplied to Chinese customers through the domestic logistics distribution network of the Company's Healthcare Products Distribution division.

PLC Medical Systems, a wholly-owned subsidiary of PLC Systems, manufactures The Heart Laser
 System, a patented technology for Transmyocardial Revascularization ("TMR"), a new cardiosurgical procedure with the potential to provide patients suffering from coronary artery disease with a third alternative to angioplasty and cardiac bypass surgery.  Chindex began to represent PLC in China in early 1998.

Steris Corporation is a leading provider of infection prevention, contamination prevention, microbial reduction, and surgical support systems, products, services, and technologies.  Since 1996, Chindex has marketed the Steris' line of Amsco sterilizers, a leader in infection control and surgical equipment, services, and consumable products for the healthcare and scientific markets. In addition, Chindex markets Steris lines of surgical equipment in China.

The Company entered into two new distribution agreements at the end of 2002.  The first of these is with Quinton Cardiology Systems, Inc., a leading manufacturer of a family of diagnostic cardiology systems used in the diagnosis, treatment and rehabilitation of patients with cardiovascular disease.  The second agreement is with BrainLAB, Inc., a leading company in the fields of image-guided surgery and stereotactic radiosurgery.

HEALTHCARE PRODUCTS DISTRIBUTION

As an important aspect of its WTO accession plan, China has committed to opening its distribution sector fully to foreign participation in mid-2003.  Chindex, through its Healthcare Products Distribution (HPD) division, has been a significant player in this area since 1995, offering foreign manufacturers a unique nationwide distribution system for low price medical devices and consumables sold in hospitals, home healthcare, and other products sold to consumers in retail pharmacies.  With an established distribution network, Chindex's HPD division is poised to take advantage of new opportunities created by China's WTO-based liberalization, as well as Chinese government-mandated consolidation in the distribution industry, and to continue to leverage its experience and increasing scale of operations.

Through a network of wholly foreign-owned enterprise ("WFOE") companies, chartered in China's free trade zones, the HPD division imports healthcare and other products into China, carries them in inventory, sells them downstream for local currency, and pays the suppliers in foreign exchange obtained legally under Chinese regulations.  The Chindex HPD division is comprised of three primary business units: Logistics Services, Retail Pharmacy Sales, and Hospital Dealer Sales.

Logistics Services

Chindex Logistics is the core of the HPD division, as it is through this business unit that the Company operates the import and distribution channels for bringing products to buyers nationwide.  The Logistics business unit provides customized logistics services to other Chindex departments and business units, as well as to outside clients on a third party logistics basis.  Chindex Logistics services allow clients to avoid having to immerse themselves in the minutiae of China's opaque and heavily-regulated distribution sector so that they can focus on providing solutions to their end-user customers in China.  The logistics services cover all aspects of importing products and delivering them to the local customers' sites as well as value-added administrative and financial services.  In addition to providing logistics support to internal clients, Chindex Logistics provides third party logistics services to providers of products related to the Company's core healthcare and health-related markets, including:

Becton Dickinson a leader in the design and worldwide delivery of healthcare devices, systems and services.  In mid-2000, Becton Dickinsondecided to outsource its logistics function to Chindex, allowing Becton Dickinson to focus on manufacturing, marketing, clinical education, and sales management.

Pari GmbH is an independent German company which manufactures nebulizers.  Pari manufactures these devices, used for aerosol delivery of drugs, in facilities in Germany as well as the United States.  Chindex is serving as logistics partner to import both hospital and consumer-oriented base units, accessories, and spare parts to support Pari's network of regional dealers in China.

Whitney International, Inc. markets and sells Codonics medical printers and paper in China.  In early 2000, Chindex assumed the role of logistics provider for Whitney's Codonics business throughout China.

In conjunction with the growth and expansion of its distribution infrastructure, Chindex is investigating new potential product areas in the healthcare sector, as well as new product lines that complement the products which are currently imported and distributed by HPD.  Chindex has developed a range of proven products distribution capabilities and, as an integral part of the Company's growth plan, Chindex plans to continue to capitalize on its resources and experience in this area.

Retail Pharmacy Sales

Chindex's HPD Retail Products business unit is focused on distribution, including sales and marketing, of branded healthcare and health-related consumer products through China's burgeoning retail pharmacy sector.  Sales began in mid-1998 in Shanghai and plans call for coverage of all of the major pharmacies in the top 30 urban markets (accounting for about 80% of demand and purchasing power for mass-premium imported consumer goods).  The Company currently distributes to 25 cities and nearly 300 stores, doing business with eight of the top ten retail pharmacy chains in China, including the master franchiser for The Medicine Shoppe.

Chindex's personalized, high service approach calls for intensive coverage of all partner outlets by a field force of customer service representatives.  Several new product areas are under development in parallel with the rapidly growing distribution capabilities.  All of these branded healthcare and health-related consumer products are subject to a strict regulatory regime in China and the process of registration of the products often presents substantial difficulties.

Chindex is paving the way into retail pharmacy distribution through a partnership with L'Oreal, the world's largest producer of cosmetic products.  In 1998, under the partnership agreement, Chindex became the exclusive distributor of a prominent brand of health-oriented cosmetics and skin care products.  Chindex's unique ability to closely control both the inventory and the distribution channels in China has proven successful in both the test market and expansion phases of distribution for this product line.  Chindex currently has exclusive distribution rights to the following premier brands, which do or will reach the market through its Retail Sales pipeline:

Summer's Eve brand of feminine hygiene products, manufactured by C.B. Fleet Company, Inc.

Natural Formulabrand of hair care products, manufactured by Nesh Cosmetics Ltd., the market leader in Israel, to be sold into China by Natural Formula Asia, Ltd.,  the Nesh-Chindex joint venture in Hong Kong,

Vichy Laboratories and La Roche-Posay  brand of skin care products, manufactured by the Cosmetique Active International division of L'Oreal.

Hospital Dealer Sales

Through its Hospital Dealer Sales division, Chindex HPD taps the substantial and growing market for high quality imported medical consumables and low-priced instrumentation via a network of sub-distributors located throughout China.  The network includes over two hundred active accounts which cover all of China's 350 hospitals with more than 500 beds.  These hospitals account for approximately 80% of the demand for imports in China.

Chindex provides marketing, logistical, and distribution services to the following manufacturers of medical instrumentation and consumables through its Hospital Dealer Sales division:

Guidant Corporation is a world leader in the design and development of cardiovascular products.  In 1999, Chindex assumed the exclusive distributorship for Guidant's line of vascular intervention products, including the products which compose Guidant's Coronary Stent System.

Hudson RCI is a world leader in the development of disposable products for the respiratory care and anesthesia markets.  Since 2000, Chindex has distributed an increasingly wide range of Hudson RCI products, including Sheridan catheters, a product line previously manufactured by Tyco/Kendall.

Truphatek is an Israeli manufacturer of laryngoscopes.  Chindex has been the exclusive distributor for Truphatek in China since 1993.  Since 1997, HPD has assumed responsibility for stocking, marketing, and distributing these instruments throughout China.

Tuttnauer, another Israeli manufacturer, is a world leader in tabletop autoclave sterilization systems, which are used in many medical applications including opthamology, dentistry, and operating rooms.  Chindex and Tuttnauer began their partnership in the China marketplace in 1993.

Tyco/Kendall Healthcare Products Company is the second largest healthcare company in the world and a leading U.S. manufacturer of healthcare consumable products.  Chindex is the exclusive distributor throughout China and Hong Kong for Kendall's urology product lines.

HEALTHCARE SERVICES

In 1994, using its extensive expertise in healthcare as a foundation, Chindex began a long-term program to establish a private hospital network in China.  In 1997, Chindex opened Beijing United Family Hospital and Clinics (Beijing United), marking the successful completion of the first phase of its program.  Beijing United is the first officially approved private, international-standard hospital in China.  Future phases of Chindex's private hospital network program are planned to expand delivery of international-standard healthcare services to China's growing middle class throughout the country.

Beijing United Family Hospital and Clinics

Beijing United is a unique, state-of-the-art, fee-for-service, 50-bed specialty hospital providing primary family care for expatriates and Chinese citizens in Beijing.  The hospital is housed in a modern facility in the eastern section of Beijing, and features seven 5-star birthing suites, three operating theatres, a medical - surgical inpatient ward, a pediatric ward, two executive VIP suites, a neonatal intensive care unit, an adult intensive care unit, nursery, a clinical laboratory, extensive digital diagnostic imaging facilities, a pharmacy, 24 hours emergency department and six outpatient clinics.

Beijing United completed a significant expansion development program in 2002 resulting in a doubling of the hospital's capacity. In 2002, Beijing United also began to fulfill its strategy of expansion through well-placed satellite clinics, with the opening of the Beijing United Family Clinic - Shunyi ("Shunyi Clinic"). The Shunyi Clinic is the first satellite clinic associated with Beijing United and is the only outpatient clinic located in the densely expatriate-populated suburb of  Shunyi County. It is also located near the International School of Beijing.  This clinic has further broadened the patient base of Beijing United and subsequently the referral base for Beijing United's inpatient services. Plans are also underway to open additional affiliated satellite clinics throughout Beijing, expanding upon this initial program to provide outpatient services

Emphasizing the need for well-care and patient-centered care, Beijing United offers a full range of top-quality family healthcare services, including mental health services, for men, women, and children.  The hospital is staffed by a mix of Western and Chinese physicians and operates in accordance with international hospital standards.  Beijing United is also committed to community outreach programs and offers healthcare education classes, including CPR, Lamaze, and Stress Management.

Beijing United was the first officially approved healthcare joint venture to provide international-standard healthcare services in China.  It was formed as a 90/10 contractual joint venture between Chindex and the Chinese Academy of Medical Sciences and received its initial national level approvals from the Chinese Ministry of Health ("MOH") and Ministry of Foreign Trade and Economic Cooperation ("MOFTEC") in 1995.

Shanghai United Family Hospital and Clinics

In late 2001, Chindex received approval from the MOH and in early 2002 received approval from MOFTEC to open a second hospital venture.  The new hospital is located in Shanghai and will ultimately be a 50-bed facility, offering a full range of inpatient and outpatient services to both Shanghai's expatriate and Chinese communities.  This hospital is also a joint venture undertaking, with Chindex holding a 70% equity interest.  Construction on the hospital has commenced and  Shanghai United is scheduled to open in phases beginning mid-2003.  Funding for the development of this hospital has been obtained through an agreement with a major supplier for deferred payment on equipment purchases by the Company from the supplier.

Chindex Healthcare Network Expansion

Chindex's strategy is to continue to provide care to the expatriate community and increasingly to provide quality specialty healthcare to affluent Chinese society. An increasing portion of the Chindex healthcare network's market will be the growing urban middle class population.   The Chindex strategic business plan calls for the establishment of additional hospitals, each with affiliated satellite clinics, in selected urban cities throughout eastern China.  These hospitals would be networked with each other and with Beijing United through a central administrative arm.  In addition to the top-quality primary family healthcare services that would be available at each hospital in the network, Chindex also plans to integrate visits by rotating specialists to each hospital, expanding the range of services offered.





COMPETITION

In the sale of products, the Company competes with other independent distributors in China that market similar products. In addition to other independent distributors, the Company faces more significant competition from direct distribution by established manufacturers. In the medical products field, for example, the Company competes with General Electric Corporation ("GE"), which maintains its own direct sales force in China as well as selling through distributors. In addition, since certain manufacturers, such as GE, market a wide variety of products under one brand name in China to different market sectors, those manufacturers may be better able than the Company to establish name recognition across industry lines. For example, GE manufactures and markets other electrical products in China as well as other medical instruments not sold by the Company. The Company believes that GE, Philips, and Toshiba are the largest such direct competitors in the medical products field.  The Company believes that its products incorporate technologies that are more advanced than those available in products currently available from domestic Chinese manufacturers.

In the sales and distribution of off-the-shelf medical products and consumables, the Company's sales, marketing and logistical distribution networks also compete with similar distribution operations of other independent distributors, both foreign and Chinese, joint ventures and foreign manufacturers. In addition, the products themselves supplied by the Company to the China market compete with similar products of foreign, joint venture and domestic manufacturers.  The Company's competitive position for product sales depends in part upon its ability to attract and retain qualified personnel in sales, technical and administrative capacities. In addition, many of the Company's various competitors have greater resources, financial or otherwise, than does the Company.

Two of the Company's subsidiaries, Chindex Holdings International Trade (Tianjin) Ltd., and Chindex Shanghai International Trading Co., Ltd., sell goods and receive payment in local Chinese currency and use the currency to pay for local expenses. Payments are often required to be made in advance for consumable products. The Company recognizes that any devaluation in the local currency may have a negative impact on the results of operations.

At the present time, there are no Western-owned hospitals in Beijing which compete with Beijing United Family Hospital in catering to the expatriate diplomatic and affluent local Chinese markets.  There are several Western-operated clinics and a variety of foreign-invested joint ventures which provide outpatient services.

EMPLOYEES

At December 31, 2002, the Company had 619 full-time salaried employees, and 24 part-time employees.  Of the full time employees, 605 are in China and Hong Kong. Of the full-time personnel in China and Hong Kong, 67 are expatriates and 538 are Chinese or third country nationals. Of the Company's non-U.S. based full-time employees, 279 are employed at Beijing United.



INTERNET INFORMATION AND SEC DOCUMENTS

The Company's internet site is located at www.chindex.com.  Copies of the Company's reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, including Annual Reports filed on Form 10-K, Quarterly Reports filed on Form 10-Q and Current Reports filed on Form 8-K may be accessed from the Company's website, free of charge, as soon as reasonably practicable after the Company electronically files such reports with, or furnishes such reports to, the Securities and Exchange Commission.

FORWARD-LOOKING STATEMENTS

With the exception of historical information, the matters discussed or incorporated by reference in this Report on Form 10-K and, if any, in the Company's 2002 Annual Report to Stockholders are forward-looking statements that involve risks and uncertainties, including risks associated with uncertainties pertaining to the Company's (i) performance goals, including successful conclusion of efforts to secure government-backed financing, (ii) future revenues and earnings, including revenues from the Company's developmental businesses such as the healthcare services, (iii) markets, including growth in demand in China for the Company's products and services, and (iv) proposed new operations, including without limitation that there can be no assurance as to the opening schedule, budgeting or success of the Company's hospital in Shanghai.  Actual results events and performance may differ materially.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.  The Company undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

ITEM 2.. PROPERTIES

The Company's representative headquarters in China are located at a newly renovated facility in Beijing. The Company's prior facility was designated for redevelopment in 2002 and accordingly, the Company moved into new space in mid-2002. The Company has a ten year lease for this new space.  The Company also leases regional offices in the Chinese cities of Shanghai, Guangzhou and Tianjin. The Company's executive and administrative offices are located in Bethesda, Maryland, which provides access to nearby Washington, D.C.

The Company also leases a four story building of approximately 52,000 square feet in Beijing for Beijing United.  This lease expires in 2010. In 1998, the Hospital entered into a five-year lease for the building housing the dental clinic. This lease provides for a ten-year extension. The Company initially renovated the first two floors of the main building for Beijing United Family Hospital. The Company had subleased the remaining two floors until the end of 2001, when the tenant moved out of the space, allowing the hospital to renovate the space for hospital use.  This renovation was completed in 2002.  The Company believes that its facilities will be sufficient to satisfy the Company's current requirements for at least the next twelve months.

On March 1, 2002, the Company also entered into an 18-year lease for its new hospital facility in Shanghai.  The lease is for a four-story stand alone building on the grounds of the Shanghai Changning District Central Hospital.  The building has 55,339 square feet.

ITEM 3. LEGAL PROCEEDINGS

There are no pending material legal proceedings to which the Company or any of its properties is subject.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

PART II

ITEM 5. MARKET FOR REGISTRANT

The Company's Common Stock is listed on NASDAQ under the symbol CHDX. The following table shows the high and low Common Stock bid quotations in the over-the-counter market, as quoted on NASDAQ. Such quotations reflect interdealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.



|Quarter Ended      | High Bid | Low Bid
|------------------ | -------- | -------
|March 31, 2001     | $10.75   | $6.63  
|June 30, 2001      | 12.67    | 7.13   
|September 30, 2001 | 13.40    | 7.05   
|December 31, 2001  | 14.89    | 5.56   
|March 31, 2002     | 13.87    | 9.28   
|June 30, 2002      | 11.81    | 9.14   
|September 30, 2002 | 10.99    | 6.33   
|December 31, 2002  | 8.98     | 6.42   



As of March 26, 2003, there were 14 record holders and there were estimated to be approximately 1,170 beneficial owners of the Company's Common Stock. There are three owners of the Company's Class B Common Stock.

The Company has not paid any cash dividends on its Common Stock since inception, and it does not anticipate paying any cash dividends in the foreseeable future. The Company expects to retain earnings for use in its business.

ITEM 6. SELECTED FINANCIAL DATA

(in thousands except per share data)

|For the year ended December 31:                                   | 2002    | 2001    | 2000    | 1999    | 1998   
|----------------------------------------------------------------- | ------- | ------- | ------- | ------- | -------
|Net sales                                                         | $70,617 | $56,118 | $45,064 | $37,128 | $21,563
|Percent increase                                                  | 26%     | 25%     | 18%     | 72%     | -10%   
|Income (loss) from operations                                     | 95      | (401)   | 152     | (221)   | (3,613)
|Other income and expenses                                         | (126)   | 726     | 664     | 896     | 1,661  
|Net income (loss) before tax                                      | 19      | 307     | 780     | 657     | (1,964)
|Benefit from (provision for) income taxes                         | 240     | 77      | (139)   | (265)   | (75)   
|Net income (loss)                                                 | 259     | 384     | 641     | 392     | (2,039)
|                                                                  |         |         |         |         |        
|Net income (loss) per share-basic                                 | .30     | .45     | .79     | .50     | (2.58) 
|Net income (loss) per share-diluted                               | .29     | .42     | .76     | .49     | (2.58) 
|Market closing price per share - end of year                      | 7.42    | 14.00   | 6.75    | 18.25   | 2.72   
|Book value per share at end of year                               | 15.07   | 15.99   | 16.36   | 15.93   | 15.43  
|Cash dividends declared                                           | .00     | .00     | .00     | .00     | .00    
|                                                                  |         |         |         |         |        
|At December 31:                                                   |         |         |         |         |        
|Total assets                                                      | $43,126 | $33,369 | $36,498 | $24,384 | $28,553
|Short term debt                                                   | 1,946   | 200     | 0       | 0       | 0      
|Long term debt or accounts payable                                | 3,609   | 0       | 0       | 91      | 272    
|Total capital                                                     | 13,968  | 13,611  | 13,235  | 12,587  | 12,196 
|                                                                  |         |         |         |         |        
|Segment information for the year ended December 31:               |         |         |         |         |        
|Capital Medical Equipment-sales                                   | $28,708 | $25,819 |         |         |        
|Capital Medical Equipment -gross margin percent                   | 27%     | 29%     |         |         |        
|Capital Medical Equipment -operations income                      | 198     | 439     |         |         |        
|Healthcare Products Distribution-sales                            | 28,946  | 21,520  |         |         |        
|Healthcare Products Distribution-gross margin percent             | 13%     | 13%     |         |         |        
|Healthcare Products Distribution-operations loss                  | (639)   | (1,316) |         |         |        
|Healthcare Products-sales                                         | *       | *       | $39,049 | $33,182 | $19,750
|Healthcare Products-gross margin percent                          | *       | *       | 24%     | 25%     | 29%    
|Healthcare Products-operations income (loss)                      | *       | *       | (66)    | 243     | (2,527)
|Healthcare Services-sales                                         | 12,963  | 8,779   | 6,015   | 3,946   | 1,860  
|Healthcare Services-operations income (loss)                      | 536     | 476     | 218     | (464)   | (1,086)
|*the company expanded to three segments in 2002 and restated 2001

``

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

General

The Company's revenues continued to grow in 2002, with increases occurring in all three segments of the Company's business.  In 2002, the Company expanded the number of segments into which its business is divided by dividing the former Healthcare Products segment into two: Capital Medical Equipment and Healthcare Products Distribution.   In 2002, the Company, continuing its loan program efforts, shipped a total of $8.8 million under a program of commercial bank financing for its customers in China.  The Company recorded net income in 2002 of $259,000 or a 33% decrease from 2001 net income of $384,000.  Income from operations was $95,000 in 2002 compared to a loss from operations of $401,000 in 2001.

The Healthcare Services segment of the Company's business saw a number of changes in 2002.  During the year the Company completed a significant expansion of its Beijing United Hospital and Clinics ("Beijing United"), doubling its capacity. This expansion involved the renovation of the upper floors of the hospital building that previously had been subleased to a tenant.  Also in 2002, Chindex opened its first outpatient satellite clinic affiliated with Beijing United in Shunyi County outside of Beijing.

In addition to expansion efforts at Beijing United, the Company completed negotiations for its new hospital in Shanghai and, in February of 2002, entered into a joint venture agreement with Shanghai Changning Central District Hospital (a 70-30 equity joint venture, with the Company holding 70%) for the establishment of Shanghai United Family Hospital and Clinics ("Shanghai United").  The business license for Shanghai United was received in July of 2002.  The Company has also entered into an 18-year lease for a stand-alone four story building on the campus of the Changning Hospital.  Financing for Shanghai United is being obtained through an agreement with a major supplier whereby extended payment terms on up to $4 million in purchases by the Company are being provided.  Construction on Shanghai United is underway and is expected to open in 2003.

Critical Accounting Policies

The preparation of the Company's financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company's estimates, judgments and assumptions are continually evaluated based on available information and experience. Because of the use of estimates inherent in the financial reporting process, actual results could differ from those estimates.

Some of the Company's accounting policies require higher degrees of judgment than others in their application. These include revenue recognition on long-term service contracts, impairments and estimation of useful lives of long-term assets, income tax recognition of deferred tax items, and accruals for contingencies. Our policy and related procedures for revenue recognition on long-term service contracts are summarized below. In addition, Note 1 to the Consolidated Financial Statements includes further discussion of the Company's significant accounting policies.

Revenue Recognition - Sales and most commissions are recognized upon product shipment. Costs associated with shipping, handling, installation, after-sale servicing and warranty are not significant and are recognized in Cost of Sales as they are incurred.  Revenues related to services provided by Beijing United are recognized in the period services are provided. Costs associated with such services are recognized in the period incurred.

Stock-based Compensation - The Company accounts for stock-based compensation to employees under Accounting Principles Board ("APB") No. 25 - "Accounting for Stock Issued to Employees", and complies with the disclosure requirements for SFAS No. 123 - "Accounting for Stock-Based Compensation" and SFAS No. 148 - "Accounting for Stock-Based Compensation - Transition and Disclosure. "  (see "Stock Option Plan")

Fiscal year 2002 compared to 2001

The Company's revenues for 2002 were $70,617,000, up 26% from 2001 revenues of $56,118,000.  Of these amounts, $8,821,000 in 2002 and $4,196,000 in 2001 were attributable to loan project sales by the Company for its customers.  The Company believes that this type of financing is important to its customers and will continue to try to offer such financings in the future. These financings can be very complex and their timing and impact on the Company's results are difficult to predict (see "Timing of Revenues").

Capital Medical Equipment Segment

In 2002 this segment had revenues of $28,708,000, an 11% increase over the revenues of $25,819,000 in 2001. Income from operations for the segment was $198,000 in 2002 compared to income from operations of $439,000 in 2001.  The decrease was primarily attributable to a decrease in the gross profit percentage.  The period-to-period revenues of this segment fluctuate due to financing programs facilitated by the Company from time to time and due to fluctuating hospital purchasing cycles in China.  The increase for 2002 was primarily attributable to loan project sales by the Company to its customers, which were $8,821,000 in the recent year as compared to $4,196,000 in the prior year.  The U.S. dollar-based sales of capital medical equipment are often contingent on financing (see "Timing of Revenues").

Gross profit in 2002 increased to $7,822,000 from $7,451,000 in 2001. As a percentage of revenues, gross profit from the capital medical equipment segment for the recent period was 27% as compared to 29% in the prior period.  The gross profit in 2001 reflected a different mix of revenue sources having different profit margins.  In particular, in the recent year, the Company had less service contract revenues, which carry higher margins, than in the prior year.  Service contract revenues in Hong Kong were down significantly because of the downturn in the economy there.  The Company anticipates that service contract revenues will not return to previous levels.  In addition, competitive factors such as the timing and composition of major tenders, as well as the ongoing competitive pricing pressures due to Chinese government tendering regulations in the sale of capital medical equipment in the year yielded lower margins on such sales.  Finally, gross margins on loan project sales are generally lower than on the Company's other sales because the Company is not required to provide warranty service on many of the products sold through the loan programs.  Loan program shipments in 2002 were more than twice as large as in 2001.

Expenses for the capital medical equipment segment in 2002 increased to $7,624,000 from $7,012,000 in 2001, and as a percentage of revenues over the period were the same at 27%.  Salaries for the segment in 2002 increased by $561,000 from 2001and as a percentage of revenues over the period increased to 10% from 9%.  The salary increase was primarily due to increased payroll benefits mandated by the Chinese government.

In addition, travel and entertainment expenses for the segment increased $197,000 but were flat at 5% of revenues in both years.  Other costs decreased $123,000 as compared to the prior year, primarily due to lower administration allocations and lower promotion costs offset by increased exhibition fees and bad debt reserve.

Healthcare Products Distribution Segment

The Health Care Products Distribution ("HPD") segment, consisting of medical consumables and personal healthcare products, had revenue growth of 35% to $28,946,000 in 2002 from 2001 revenues of $21,520,000.  This increase was attributable to an increase in sales in the hospital and retail pharmacy markets.  The segment had a loss from operations of $639,000 in 2002 compared to a loss from operations of $1,316,000 in 2001. The sales of medical consumables and personal healthcare products are local currency-based sales made from inventories maintained locally in China (see "Foreign Currency Exchange and Impact of Inflation") to a network of sub-dealers and pharmacies.

Gross profit in 2002 rose to $3,856,000 from $2,842,000 in 2001. As a percentage of revenues, gross profit from the HPD segment remained consistent at 13% in 2002 and 2001.

Expenses for the healthcare products distribution segment in 2002 increased to $4,457,000 from $4,158,000 in 2001, but decreased as a percentage of revenues over the twelve month period to 15% from 19%.  Salaries for the segment increased $354,000, but remained flat as a percentage of revenues over the years at 5%.  The increase is primarily due to increased payroll benefits mandated by the Chinese government.  In addition, travel and entertainment expense for the segment increased $76,000 but was flat at 1% of revenues for both years and other costs decreased $131,000 primarily from decreased promotion.

Healthcare Products Segment

In order to provide a complete segment comparison the following is a comparison of the 2002 and 2001 results for the products now contained in two segments, the Capital Medical Equipment segment and the Healthcare Products Distribution segment.   In 2000, the company treated these two as one segment and thus, comparable information is not available and it would be impracticable to compare the two years on the basis of the segmentation in effect in 2002.

If the Company had not separated the two segments, the prior Healthcare Products segment, which was a combination of the Capital Medical Equipment segment and the Healthcare Products Distribution Segment, would have reported revenue of $57,654,000 in 2002 as compared to $47,339,000 in 2001.  Gross profit would have been $11,678,000 in 2002 as compared to $10,293,000 in 2001.  As a percentage of revenues the old segment would have reported 20% in 2002 as compared to 22% in 2001.  Expenses would have increased to $12,081,000 in 2002 as compared to $11,170,000 in 2001.

Healthcare Services Segment

For 2002, the revenues from this segment were $12,963,000, an increase of 48% over 2001 revenues of $8,779,000.  Income from operations in 2002 was $536,000 as compared to $476,000 in 2001.  During the recent period, Beijing United continued to expand the services offered, which contributed to increased patient visits as well as increased inpatient stays over the prior year.  Healthcare services costs during 2002 were $12,427,000, an increase of 50% over 2001 costs of $8,303,000.  This increase was due primarily to the costs associated with increased services offered.  The hospital has recently finished expanding its present facility to include space formerly occupied by a sublease tenant (see Liquidity and Capital Resources).  The hospital also has continued its efforts to explore the establishment of additional affiliated satellite clinics to serve as referral sites to its hospital.  In this regard, Beijing United is affiliated with a satellite clinic that opened in November of 2002.  This clinic, in Shunyi County outside of Beijing, is funded by a Chindex subsidiary and is staffed by doctors and other health professionals from the Beijing United.  Salaries increased by $2,450,000 (salaries were 50% and 46% of revenue for 2002 and 2001, respectively), with all other costs increasing $1,674,000, including $193,000 in supplies, $457,000 in rent, $129,000 to establish a bad debt reserve and $104,000 in administrative allocation.  The salary increases resulted from increased staffing for the emergency room and for other expanded facilities as well as additional payroll benefits.

Minority Interest

The Company's agreement with its joint venture partner for Beijing United calls for the partner to receive 10% of the profits of the hospital.  In 2002, this minority interest in the net local income of Beijing United amounted to $71,000 as compared to $18,000 for 2001.  This income is directly related to the local entity profitability of the hospital.  The Company also recorded a $38,000 start-up loss on its investment in a joint venture in Hong Kong.  This was offset by The Company's minority partner share loss of $121,000 in its new start-up hospital venture in Shanghai.

Other Income and Expenses

Other expense (other than interest) in 2002 was $131,000, compared to other income (other than interest) of $578,000 for 2001.  The prior period other income was derived substantially from the sublease of space in the facility housing Beijing United that ended on December 31, 2001.  The part of the building that was subleased has now been renovated as part of the hospital expansion.  Although the Company did not anticipate any sublease revenues in 2002, it does anticipate that now that the space is renovated and in service for Beijing United, the Company will recognize additional revenues through the expanded operations of Beijing United, which may offset part or all of the loss of income from the sublease.

Taxes

The Company recorded a $240,000 benefit from taxes in 2002 as compared to a benefit for taxes of $77,000 in 2001.  This tax computation is in accordance with current accounting standards but assumes a certain level of future profitability.  The Company believes this properly recognizes the benefits the Company has achieved as a result of its tax restructuring and short-term anticipation of future income tax loss carryforward utilization.

As a result of this restructuring the Company expects to make use of a portion of its U.S. federal net operating losses and accordingly, recorded a $660,000 deferred tax valuation adjustment in addition to last years $232,000 recorded on previously fully reserved tax losses. The Company expects these net operating losses to be recognizable in 2003 to 2004.

Fiscal year 2001 compared to 2000

The Company's revenues for 2001 were $56,118,000, up 25% from 2000 revenues of $45,064,000.  These amounts include bulk medical equipment sales of $4,196,000 in 2001 and $9,396,000 in 2000, due to sales attributable to shipments made under the Company's loan financing transactions. The Company believes that this type of financing is important to its customers and the Company and will continue to try to offer such financings in the future. These financings can be very complex and their impact and timing on the Company's results are difficult to predict (see "Timing of Revenues").

The Company recorded net income in 2001 of $384,000 or a 40% decrease from 2000 net income of $641,000.

Healthcare Products

The following comparison on Healthcare Products includes the products now contained in two segments, the Capital Medical Equipment segment and the Healthcare Products Distribution segment.   In 2000, the company treated these two as one segment and thus, comparable information is not available and it would be impracticable to compare the two years on the basis of the segmentation in effect in 2002.

The healthcare products segment, consisting of medical equipment, medical consumables and personal healthcare products, had revenue growth of 21% to $47,339,000 in 2001 from 2000 revenues of $39,049,000. The 2001 revenues included $25,817,000 in sales of medical equipment (55%) and $21,522,000 in sales of medical consumables and personal healthcare products (45%).  In 2000, the sales of medical equipment constituted 68% of the total for healthcare product sales, while the sales of medical consumables and personal healthcare products constituted 32% of the total.  The segment had a loss from operations of $877,000 in 2001 compared with a loss from operations of $66,000 in 2000.  The sales of medical equipment are U.S. Dollar-based export sales often contingent on financing (see "Timing of Revenues").  The sales of medical consumables and personal healthcare products are local currency-based sales made from inventories maintained locally in China (see "Foreign Currency Exchange and Impact of Inflation") to a network of sub-dealers and pharmacies.

Gross profit in 2001 rose to $10,293,000 from $9,529,000 in 2000. As a percentage of revenue, gross profit from the healthcare products segment declined in 2001 to 22% from 24% in 2000.  This decrease in gross profit is related to the increase in local currency sales of medical consumables and personal healthcare products since these sales are made at a lower average gross profit than U.S. dollar capital equipment sales.

Expenses for the healthcare products segment in 2001 increased to $11,170,000 (24% of revenue) from $9,595,000 in 2000 (25% of revenue). Salaries increased $587,000 (salaries were 13% of revenue in 2001 and 14% in 2000), primarily due to increased hires. In addition, travel and entertainment expense increased $174,000 (travel and entertainment was 4% of revenue in 2001 and 5% in 2000) as a result of increased marketing efforts and other costs increased $597,000.

Healthcare Services

The healthcare services segment consists of a Western style primary care hospital and outpatient facility. In 2001, the revenues from this segment increased to $8,779,000 or 46% over 2000 revenues of $6,015,000. Income from operations was $476,000 in 2001 compared to $218,000 in 2000.  During 2001, the hospital continued the expansion of its service offerings and the revenue increases for the year reflect increased patient visits taking advantage of these services.  Healthcare services costs increased in 2001 to $8,303,000 or 43% over 2000 costs of $5,797,000.  This increase was due to the costs associated with increases in services.  Also, in September 2001 the Company completed first floor renovations and added a full time emergency room.  The hospital is currently expanding its present facility and continues to explore the possibility of additional satellite clinics to serve as referral sites to its hospital.  Salaries increased by $1,727,000 (salaries were 46% of revenue in 2001 versus 39% in 2000), with all other costs increasing $996,000.

Other Income and Expenses

Interest income in 2001 declined to $161,000 from $200,000 in 2000. In addition, the Company incurred $13,000 in interest expense in 2001 and had $94,000 in interest expense in 2000 (see "Liquidity and Capital Resources").

Other income (other than interest) increased slightly in 2001 to $578,000 from $558,000 in 2000.  This other income is primarily from the net sublease income.  This sublease ended December 31, 2001 and this part of the building is now being renovated as part of the hospital expansion.  The Company does not anticipate any significant revenue in this category in 2002.

Taxes

The Company has undertaken a global restructuring in which it has reorganized its structure and is modifying inter-company relationships to better accommodate its predominantly Chinese operations.  This restructuring was motivated, in part, by the Company's desire to "incorporate" various functions previously operated as a division or branch of the U.S. parent and, in part, due to its intent to expand its presence in the direct health care market by opening an additional hospital.

This restructuring provides the flexibility to structure operations in the People's Republic of China to comply with the various legal and regulatory restrictions and encourages cash flow among the foreign subsidiaries to new investments without triggering U.S. federal income tax.  This flexibility further permits the Company to aggressively pursue Chinese and other tax incentives, rebates, and holidays without triggering U.S. federal income tax.  In addition, the new legal structure creates a desirable environment should the Company wish to attract third party investment in a new Chinese hospital or the Chinese hospitals as a whole.  As such, this reorganization aligns the U.S. tax result with the Company's overall business plan and facilitates the free flow of cash among the Company's foreign subsidiaries.

As a result of this restructuring the Company expects to make use of a portion of its U.S. federal net operating losses and accordingly, recorded a $232,000 deferred tax valuation adjustment on previously fully reserved tax losses. The Company expects these net operating losses to be recognizable in 2002 or 2003.





LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2002, total accounts receivable increased by $3,542,000 as compared to December 31, 2001. This was primarily due to the large loan project transaction shipping at the end of 2002 while no large loan transaction shipped during the last half of the year ended December 31, 2001.

Substantially all of the $3,974,000 increase as of December 31, 2002 in accounts payable and accrued expenses was related to vendor payments for the loan project shipped at the end 2002.  Payments related to this shipment are expected to be paid during 2003.

As of December 31, 2002, inventories were $10,346,000, increasing $2,981,000 from the December 31, 2001 balance of $7,365,000. This increase was due to expansion of the Healthcare Products Distribution network and pending Capital Medical Equipment loan shipments awaiting final shipping instructions.

As of December 31, 2001 the Company capitalized $3,395,000 of improvements and equipment, primarily for the expansion of Beijing United into the two remaining floors previously sub-leased.  The Company is currently renovating and outfitting its hospital facility in Shanghai, which is being primarily financed through vendor financing and local bank borrowings.  The Company has signed an agreement with a major supplier whereby the supplier has agreed to provide long term (one and one-half years on transactions to date) payment terms on the Company's purchases of medical equipment from the supplier.  The arrangement carries an interest component of five percent.  Due to this vendor financing the Company has recorded long-term accounts payable of $3,609,000 as of December 31, 2002.

As of December 31, 2002, letters of credit issued by the Company's principal bank, AllFirst, amounted to approximately $362,000 and $1,346,000 were outstanding under the line of credit facility. Borrowings under the credit facility bear interest at 1% over three month London Interbank Offered Rate ("LIBOR").  Beijing United has completed short term financing arrangements in China with Hongkong Shanghai Banking Corp. ("HSBC") for up to $600,000 in revolving loans or standby credit.  Terms of the agreement are customary, with the interest rate being 1.75% over the 3 month Singapore Interbank Money Market Offer Rate ("SIBOR").  Beijing United has agreed to utilize HSBC for a certain portion of its credit card settlement business.  As of December 31, 2002 this line of credit was full utilized.

The following table sets forth the Company's contractual cash obligations as of December 31, 2002:

|                                   | Total        | 2003       | 2004          | 2005          | 2006          | 2007          | Thereafter      
|---------------------------------- | ------------ | ---------- | ------------- | ------------- | ------------- | ------------- | ----------------
|Line of credit                     | $  1,946,000 | $1,946,000 | $           0 | $           0 | $           0 | $           0 | $              0
|Vendor financing                   | 3,609,000    | 0          | 3,609,000     | 0             | 0             | 0             | 0               
|Operating leases                   | 12,224,000   | 1,454,000  | 1,137,000     | 994,000       | 993,000       | 993,000       | 6,653,000       
|Total contractual cash obligations | $17,779,000  | $3,400,000 | $4,746,000    | $994,000      | $993,000      | $993,000      | $6,653,000      

``

For information about these contractual cash obligations, see Notes 7 and 8 to the consolidated financial statements appearing elsewhere in this report.

The Company continues to consider various other financing alternatives to satisfy its future expansion, capital improvements and equipment requirements.

TIMING OF REVENUES

The timing of the Company's revenues is affected by several significant factors. Many end-users of the capital equipment products sold by the Company depend to a certain extent upon the allocation of funds in the budgeting processes of the Chinese government and the availability of credit from the Chinese banking system. These processes and the availability of credit are based on policy determinations by the Chinese government and are not necessarily subject to fixed time schedules.

In addition, the sales of certain products often require protracted sales efforts, long lead times and other time-consuming steps. Further, in light of the dependence by purchasers of capital equipment on the availability of credit, the timing of sales may depend upon the timing of the Company's or its purchasers' abilities to arrange for credit sources, including Ex-Im Bank or other loan financing. As a result, the Company's operating results have varied and are expected to continue to vary from period to period and year to year. In addition, a relatively limited number of orders and shipments may constitute a meaningful percentage of the Company's revenue in any one period. As a result, a relatively small reduction in the number of orders can have a material impact on the Company's revenues in any year. Further, because the Company recognizes revenues and expenses as products are shipped, the timing of shipments could affect the Company's operating results for a particular period.  At the same time, a growing percentage of the Company's revenues are attributable to hospital services and local currency sales through the HPD, both of which have more even revenue streams.



FOREIGN CURRENCY EXCHANGE AND IMPACT OF INFLATION

The results of operations of the Company for the periods discussed have not been significantly affected by inflation or foreign currency fluctuation.  Since the Company receives over 60% of its revenues in local Chinese currency, the Company has some foreign currency risk.  Changes in the valuation of the Chinese Renminbi or Hong Kong dollar may have an impact on the Company's results of operations in the future. The Company's subsidiaries, Chindex Tianjin, Chindex Shanghai and Beijing United, sell products and services in Renminbi.

The Company has also purchased and will continue to purchase some products in Western currencies other than U.S. dollars and has sold and will continue to sell such products in China for U.S. dollars. To the extent that the value of the U.S. dollar declines against such a currency, the Company could experience a negative impact on profitability. The Company anticipates hedging transactions wherever possible to minimize such negative impacts.  Currently there are no such hedges.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risks in a variety of ways.  The principal market risk is related to the nature of the Chinese economy and political system.  Since the Company generates all of its revenues from China, any risk having to do with the environment in China for a foreign business operating there can have a significant impact on the Company.

The Chindex growth plan includes continuing expansion of the Capital Medical Equipment business, rapid expansion of the HPD product portfolio, with an emphasis on increasing the number and variety of products that are sold directly to retail pharmacies, and the development of a network of private family hospitals, based on the Beijing United model, to serve China's growing middle class.  Management continues to develop this growth plan, the implementation of which will be contingent on a number of factors, including requisite financing.

Although the Company remains optimistic about the marketplace, there are continuing uncertainties as to the direction of China's on-going political and economic reforms, the possibility for future devaluation of the Chinese or Hong Kong currencies, and China's relationship with the United States.  These uncertainties may influence the budgeting and purchasing process in China.  Any of the foregoing circumstances may impede trade with China, thus impairing the ability of the Company's customers to purchase the Company's products.  In the Company's view, China's entry into the World Trade Organization in 2001 has made the dangers from these uncertainties less significant.  Other possibly adverse circumstances include a decrease in the funds available for Chinese end-users as a result of a general economic slowdown, and increased competition from other American and European companies.

Internal Political Risk

The Company's interests may be adversely affected by the political environment in China.  China is a socialist state which since 1949 has been, and is expected to continue to be, controlled by the Communist Party of China.  Changes in the top political leadership of the Chinese government and/or the Communist Party, may have a significant impact on policy and the political and economic environment in China.  Moreover, economic reforms and growth have been more successful in certain sections of the country than others, and the continuation or increase of such disparities could affect political or social stability.

Government Control Over Economy

The government of China has exercised and continues to exercise substantial control over virtually every section of the Chinese economy through regulation and state ownership.   China's continued commitment to reform and the development of a vital private sector in that country have, to some extent, limited the practical effects of the control currently exercised by the government over individual business enterprises.  However, the economy continues to be subject to significant government controls which, if directed towards business activities of the Company, could have a significant adverse impact on the Company.  For example, if the government were to limit the number of foreign personnel who could work in the country, or were to substantially increase taxes on foreign businesses or were to impose any number of other possible types of limitations on the Company's operations, the impact would be significant.

Legal System

China's legal system is a civil law system, which is based on written statutes and in which decided legal cases have little precedential value.  Moreover, China's legal system is still in the early stage of development and there are not sufficient numbers of trained judges or other legal professionals to manage disputes that may arise.  As a result, the administration of laws and regulations by government agencies in China may be subject to considerable discretion.

Foreign Trade Corporations

In the sale of its capital equipment to China, the Company must make most of its sales through foreign trade corporations ("FTCs").   Although purchasing decisions are made by the end-user, which is obligated to pay the applicable purchase prices, the Company enters into a formal purchase contract with only the FTC.  By virtue of its direct contractual relationship with the FTC, rather than the end-user, the Company is to some extent dependent upon the continuing existence of and contractual compliance by the FTC until the particular transaction has been completed.



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



Report of Ernst & Young LLP, Independent Auditors

The Board of Directors and Stockholders

Chindex International, Inc.



We have audited the accompanying consolidated balance sheets of Chindex International, Inc. (the Company) as of December 31, 2002 and 2001, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2002. Our audits also included the financial statement schedule listed in the Index at Item 15(a).  These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Chindex International, Inc. at December 31, 2002 and 2001, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States.  Also, in our opinion, the related financial statement schedule, when considered in relation to the financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young, LLP

McLean, Virginia

March 14, 2003

CHINDEX INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

|                           |                                                                                                  |                                                                                                 | December 31,
|-------------------------- | ------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------- | ------------
|                           | 2002                                                                                             | 2001                                                                                           
|                           |                                                                                                  | ASSETS                                                                                          |             
|Current Assets:            |                                                                                                  |                                                                                                
|                           | Cash and cash equivalents                                                                        | $6,100,000                                                                                      | $5,459,000  
|                           | Trade receivables less allowance for doubtful accounts of $883,000 in 2002 and $604,000 in 2001  | 16,195,000                                                                                      | 12,932,000  
|                           | Inventories                                                                                      | 10,346,000                                                                                      | 7,365,000   
|                           | Income taxes receivable                                                                          | 11,000                                                                                          | 165,000     
|                           | Deferred income taxes                                                                            | 892,000                                                                                         | 232,000     
|                           | Other current assets                                                                             | 1,793,000                                                                                       | 1,668,000   
|                           |                                                                                                  | Total current assets                                                                            | 35,337,000  
|Property & equipment, net  | 7,128,000                                                                                        | 4,751,000                                                                                      
|Other assets               | 661,000                                                                                          | 797,000                                                                                        
|                           |                                                                                                  | Total assets                                                                                    | $43,126,000 
|                           |                                                                                                  |                                                                                                 |             
|                           |                                                                                                  | LIABILITIES AND STOCKHOLDERS' EQUITY                                                            |             
|Current Liabilities:       |                                                                                                  |                                                                                                
|                           | Accounts payable and accrued expenses                                                            | $22,612,000                                                                                     | $18,625,000 
|                           | Accrued contract training                                                                        | 920,000                                                                                         | 915,000     
|                           | Short term loan payable                                                                          | 1,946,000                                                                                       | 200,000     
|                           |                                                                                                  | Total current liabilities                                                                       | 25,478,000  
|Long-term accounts payable | 3,609,000                                                                                        | 0                                                                                              
|                           |                                                                                                  | Total liabilities                                                                               | 29,087,000  
|Minority interest          | 71,000                                                                                           | 18,000                                                                                         
|Stockholders' Equity:      |                                                                                                  |                                                                                                
|                           | Preferred stock, $.01 par value, 5,000 shares authorized, none issued                            | 0                                                                                               | 0           
|                           | Common stock, $.01 par value, 2,500,000 shares authorized, including 200,000 designated Class B: |                                                                                                 |             
|                           |                                                                                                  | Common stock - 733,308 and 657,319 shares issued and outstanding in 2002 and 2001, respectively | 7,000       
|                           |                                                                                                  | Class B stock - 193,750 shares issued and outstanding in 2002 and 2001                          | 2,000       
|                           | Additional capital                                                                               | 17,384,000                                                                                      | 17,303,000  
|                           | Accumulated other comprehensive income (loss)                                                    | 9,000                                                                                           | (8,000)     
|                           | Accumulated deficit                                                                              | (3,434,000)                                                                                     | (3,693,000) 
|                           |                                                                                                  | Total stockholders' equity                                                                      | 13,968,000  
|                           |                                                                                                  | Total liabilities and stockholders' equity                                                      | $43,164,000 
|                           |                                                                                                  |                                                                                                 |             

`See accompanying notes`







CHINDEX INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS



|                                              |                                   |                           | For the year ended December 31,
|--------------------------------------------- | --------------------------------- | ------------------------- | -------------------------------
|                                              | 2002                              | 2001                      | 2000                           
|                                              |                                   |                           |                                
|Total sales and service revenue               | $70,617,000                       | $56,118,000               | $45,064,000                    
|                                              |                                   |                           |                                
|Cost and expenses                             |                                   |                           |                                
|                                              | Cost of goods and services sold   | 47,549,000                | 38,426,000                     
|                                              | Salaries and payroll taxes        | 13,463,000                | 10,091,000                     
|                                              | Travel and entertainment          | 2,601,000                 | 2,139,000                      
|                                              | Other                             | 6,909,000                 | 5,863,000                      
|                                              |                                   |                           |                                
|Income (loss) from operations                 | 95,000                            | (401,000)                 | 152,000                        
|                                              |                                   |                           |                                
|Minority interest                             | 50,000                            | (18,000)                  | (36,000)                       
|                                              |                                   |                           |                                
|Other income and (expenses)                   |                                   |                           |                                
|                                              | Interest expense                  | (54,000)                  | (13,000)                       
|                                              | Interest income                   | 59,000                    | 161,000                        
|                                              | Miscellaneous (loss) income , net | (131,000)                 | 578,000                        
|                                              |                                   | Total other (loss) income | (126,000)                      
|                                              |                                   |                           |                                
|Income before income taxes                    | 19,000                            | 307,000                   | 780,000                        
|(Benefit from) provision for income taxes     | (240,000)                         | (77,000)                  | 139,000                        
|Net income                                    | $259,000                          | $384,000                  | $641,000                       
|                                              |                                   |                           |                                
|Net income per common share - basic           | $  .30                            | $  .45                    | $  .79                         
|Weighted average shares outstanding - basic   | 874,870                           | 851,069                   | 808,722                        
|Net income per common share - diluted         | $  .29                            | $  .42                    | $  .76                         
|Weighted average shares outstanding - diluted | 899,192                           | 921,927                   | 838,716                        

See accompanying notes











CHINDEX INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                            |                                            |             | For the year ended December 31,
|------------------------------------------------------------------------------------------- | ------------------------------------------ | ----------- | -------------------------------
|                                                                                            | 2002                                       | 2001        | 2000                           
|OPERATING ACTIVITIES                                                                        |                                            |             |                                
|Net income                                                                                  | $259,000                                   | $384,000    | $641,000                       
|                                                                                            |                                            |             |                                
|Adjustments to reconcile net income to net cash (used in) provided by
operating activities: |                                            |             |                                
|                                                                                            | Depreciation                               | 1,016,000   | 773,000                        
|                                                                                            | Inventory write-down                       | 158,000     | 147,000                        
|                                                                                            | Provision for doubtful accounts            | 279,000     | 0                              
|                                                                                            | Minority interest                          | (53,000)    | 0                              
|                                                                                            | Deferred taxes                             | (660,000)   | (232,000)                      
|Changes in operating assets and liabilities:                                                |                                            |             |                                
|                                                                                            | Trade receivables                          | (3,542,000) | 4,264,000                      
|                                                                                            | Inventories                                | (3,124,000) | 1,608,000                      
|                                                                                            | Income taxes receivable                    | 154,000     | 112,000                        
|                                                                                            | Other current assets                       | (125,000)   | (353,000)                      
|                                                                                            | Other assets                               | 136,000     | 282,000                        
|                                                                                            | Accounts payable and accrued expenses      | 3,992,000   | (3,615,000)                    
|                                                                                            | Income taxes payable                       | 0           | (90,000)                       
|Net cash (used in) provided by operating activities                                         | (1,510.000)                                | 3,280,000   | (450,000)                      
|INVESTING ACTIVITIES                                                                        |                                            |             |                                
|                                                                                            | Investment in equity joint venture         | (40,000)    | 0                              
|                                                                                            | Purchases of property and equipment        | (3,382,000) | (1,798,000)                    
|Net cash used in investing activities                                                       | (3,422,000)                                | (1,798,000  | (720,000)                      
|FINANCING ACTIVITIES                                                                        |                                            |             |                                
|                                                                                            | Proceeds from short term loan payable      | 1,746,000   | 200,000                        
|                                                                                            | Cash from joint venture partner investment | 120,000     | 0                              
|                                                                                            | Long term accounts payable                 | 3,609,000   | 0                              
|                                                                                            | Exercise of stock options                  | 81,000      | 0                              
|Net cash provided by financing activities                                                   | 5,556,000                                  | 200,000     | 9,000                          
|Effect of foreign exchange rate changes on cash and cash equivalents                        | 17,000                                     | (8,000)     | (2,000)                        
|Net increase (decrease) in cash and cash equivalents                                        | 641,000                                    | 1,674,000   | (1,163,000)                    
|Cash and cash equivalents at beginning of year                                              | 5,459,000                                  | 3,785,000   | 4,948,000                      
|Cash and cash equivalents at end of year                                                    | $6,100,000                                 | $5,459,000  | $3,785,000                     
|                                                                                            |                                            |             |                                
|Cash paid for interest                                                                      | $45,000                                    | $13,000     | $10,000                        
|Cash paid for taxes                                                                         | $336,000                                   | $518,000    | $368,000                       
|                                                                                            |                                            |             |                                
|                                                                                            |                                            |             |                                
|                                                                                            |                                            |             |                                

See accompanying notes



CHINDEX INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000







|                                        | Common Stock | Common Stock-Class B | Additional | Accumulated | Accumulated Other Comprehensive Income |             
|--------------------------------------- | ------------ | -------------------- | ---------- | ----------- | -------------------------------------- | ------------
|                                        | Shares       | Amount               | Shares     | Amount      | Capital                                | Deficit     
|Balance at December 31, 1999            | 596,563      | $6,000               | 193,750    | $2,000      | $17,294,000                            | ($4,717,000)
|Net income 2000                         |              |                      |            |             |                                        | 641,000     
|Foreign currency translation adjustment |              |                      |            |             |                                        |             
|Comprehensive Income                    |              |                      |            |             |                                        |             
|September stock dividend                | 59,756       | 1,000                |            |             |                                        | (1,000)     
|Option exercised                        | 1,000        | 0                    |            |             | 9,000                                  |             
|Balance at December 31, 2000            | 657,319      | 7,000                | 193,750    | 2,000       | 17,303,000                             | (4,077,000) 
|Net income 2001                         |              |                      |            |             |                                        | 384,000     
|Foreign currency translation adjustment |              |                      |            |             |                                        |             
|Comprehensive Income                    |              |                      |            |             |                                        |             
|Balance at December 31, 2001            | 657,319      | 7,000                | 193,750    | 2,000       | 17,303,000                             | (3,693,000) 
|Net income 2002                         |              |                      |            |             |                                        | 259,000     
|Foreign currency translation adjustment |              |                      |            |             |                                        |             
|Comprehensive Income                    |              |                      |            |             |                                        |             
|July stock dividend                     | 66,664       | 0                    |            |             |                                        |             
|Options exercised                       | 9,325        | 0                    |            |             | 81,000                                 |             
|Balance at December 31, 2002            | 733,308      | $7,000               | 193,750    | $2,000      | $17,384,000                            | ($3,434,000)
|                                        |              |                      |            |             |                                        |             

See accompanying notes

CHINDEX INTERNATIONAL, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2002

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2. INVENTORIES





|Inventories consist of the following: | December 31,
|------------------------------------- | ------------
|                                      | 2002        
|Merchandise inventory                 | $7,609,000  
|Healthcare services inventory         | 240,000     
|Demonstration inventory, net          | 840,000     
|Parts and peripherals                 | 1,657,000   
|                                      | $10,346,000 
|                                      |             



3. PROPERTY AND EQUIPMENT, NET





|Property and equipment, net consists of the following: | December 31,
|------------------------------------------------------ | ------------
|                                                       | 2002        
|Furniture and equipment                                | $5,408,000  
|Vehicles                                               | 109,000     
|Leasehold improvements                                 | 5,594,000   
|                                                       | 11,111,000  
|Less: accumulated depreciation and amortization        | (3,983,000) 
|                                                       | $7,128,000  
|                                                       |             



4. DEBT

Short term

The Company has a $1,750,000 credit facility with First National Bank of Maryland for short-term working capital needs, standby letters of credit, and spot and forward foreign exchange transactions. Balances outstanding under the facilities are payable on demand, fully secured and collateralized by government securities acceptable to the Bank having an aggregate fair market value of not less than $1,945,000. As of December 31, 2002, letters of credit issued by the bank amounted to approximately $362,000 and $1,346,000 were outstanding under the line of credit facility. Borrowings under the credit facility bear interest at 1% over three month London Interbank Offered Rate ("LIBOR").

The Company's hospital has recently completed short term financing arrangements in China with Hongkong Shanghai Banking Corp. ("HSBC") for up to $600,000 in revolving loans or standby credit.  Terms of the agreement are customary, with the interest rate being 1.75% over the 3 month Singapore Interbank Money Market Offer Rate ("SIBOR").  The hospital has agreed to utilize HSBC for a certain portion of its credit card settlement business.  As of December 31, 2002 this line of credit had $600,000 outstanding.

Long term

The Company has signed an agreement with a major supplier whereby the supplier has agreed to provide long term (one and one-half years on transactions to date) payment terms on the Company's purchases of medical equipment from the supplier.  The arrangement carries an interest component of five percent.  Due to this vendor financing the Company has recorded long-term accounts payable of $3,609,000 as of December 31, 2002.

The following table sets forth the Company's debt obligations as of December 31, 2002:

|                 | Total        | 2003        | 2004          | 2005          | 2006          | 2007          | Thereafter      
|---------------- | ------------ | ----------- | ------------- | ------------- | ------------- | ------------- | ----------------
|Line of credit   | $  1,946,000 | $ 1,946,000 | $           0 | $           0 | $           0 | $           0 | $              0
|Vendor financing | 3,609,000    | 0           | 3,609,000     | 0             | 0             | 0             | 0               



5. STOCKHOLDERS' EQUITY

Common Stock

The Class B common stock and the common stock are substantially identical on a share-for-share basis, except that the holders of Class B common stock have six votes per share on each matter considered by stockholders and the holders of common stock have one vote per share on each matter considered by stockholders. Each share of Class B common stock will convert at any time at the option of the original holder thereof into one share of common stock and is automatically converted into one share of common stock upon (i) the death of the original holder thereof, or, if such stocks are subject to a stockholders agreement or voting trust granting the power to vote such shares to another original holder of Class B common stock, then upon the death of such original holder, or (ii) the sale or transfer to any person other than specified transferees.

The Company issued a 10% stock dividend to shareholders of record (except Class B common stock) as of the close of business on June 19, 2002.  A similar 10% dividend was previously issued to shareholders of record as of the close of business on September 13, 2000.



The Company's 1994 Stock Option Plan (the Plan) provides for the grant, at the discretion of the Board of Directors, of (i) options that are intended to qualify as incentive stock options (Incentive Stock Options) within the meaning of Section 422A of the Internal Revenue Code to certain employees, consultants and directors, and (ii) options not intended to so qualify (Nonqualified Stock Options) to employees, consultants and directors. At the Company's 2001 annual meeting the stockholders approved a 200,000 increase in the amount of stock authorized for issuance. The total number of shares of common stock for which options may be granted under the Plan is currently 288,750.

The Plan is administered by the Board of Directors, which determines the terms of options, including the exercise price, the number of shares subject to the options and the terms and conditions of exercise. No option granted under the Plan is transferable by the optionee other than by will or the laws of descent and distribution and each option is exercisable during the lifetime of the optionee only by such optionee.

The exercise price of options granted under the Plan must be at least equal to the fair market value of such shares on the date of grant. With respect to any participant who owns stock possessing more than 10% of the voting rights of the Company's outstanding capital stock, the exercise price of any Incentive Stock Option may be not less than 110% of the fair market value on the date of grant. With respect to any Incentive Stock Option granted to a participant who owns stock possessing more than 10% of the total combined voting power of all classes of the Company's outstanding capital stock, the maximum term is five years.

The following is a summary of stock option activity during the years ended December 31, 2002, 2001 and 2000:

|                                        |           | 2002    | Weighted Average Exercise Price | 2001     | Weighted Average Exercise Price | 2000    | Weighted Average Exercise Price
|--------------------------------------- | --------- | ------- | ------------------------------- | -------- | ------------------------------- | ------- | -------------------------------
|Options outstanding, beginning of year: | 209,601   | $10.17  | 210,021                         | $9.95    | 46,318                          | $11.98 
|                                        | Granted   | 32,127  | 10.40                           | 28,060   | 9.37                            | 171,498 | 9.62                           
|                                        | Exercised | (9,325) | 8.71                            | 0        | 0                               | (1,000) | 9.13                           
|                                        | Canceled  | (49)    | 8.32                            | (28,480) | 8.21                            | (6,795) | 9.22                           
|Options outstanding, end of year        | 232,354   | 9.38    | 209,601                         | 10.17    | 210,021                         | 9.95   

Options exercisable at December 31, 2002 and 2001, were 221,688 and 184,032, respectively, with a weighted average exercise prices of $9.35 and $10.19, respectively.  The weighted average exercise price of options outstanding is $9.38 and $10.17 and the weighted average remaining contractual life of such options is 7.68 and 8.6 years respectively as of December 31, 2002 and 2001.

The Company accounts for stock-based compensation to employees under Accounting Principles Board ("APB") No. 25 - "Accounting for Stock Issued to Employees", and complies with the disclosure requirements for SFAS No. 123 - "Accounting for Stock-Based Compensation" and SFAS No. 148 - "Accounting for Stock-Based Compensation - Transition and Disclosure." Had compensation cost for these plans been determined consistent with SFAS No. 123, the Company's net earnings and earnings per share ("EPS") would have been reduced to the following pro-forma amounts (in thousands, except per share data):



|                                                                                                                                      | 2002        | 2001  | 2000 
|------------------------------------------------------------------------------------------------------------------------------------- | ----------- | ----- | -----
|Net earnings, as reported                                                                                                             | $259        | $384  | $641 
|Deduct: total stock-based employee compensation expense determined under fair value method for all awards, net of related tax efforts | (24)        | (158) | (514)
|Net earnings, pro-forma                                                                                                               | $235        | $226  | $127 
|Pro forma earnings per share                                                                                                          |             |       |      
|EPS, basic                                                                                                                            | As reported | $.30  | $.45 
|EPS, basic                                                                                                                            | Pro forma   | $.27  | $.27 
|EPS, diluted                                                                                                                          | As reported | $.29  | $.42 
|EPS, diluted                                                                                                                          | Pro forma   | $.26  | $.25 

The fair value of each option is estimated at the date of grant using a modified Black-Scholes option pricing model, with the following weighted-average assumptions for 2002, 2001 and 2000: dividend yield 0.00%; expected volatility of 62.3%; risk-free interest rate of 3.00%; and expected life of 7.0 years.

Shares of Common Stock Reserved

As of December 31, 2002 the Company has reserved 482,500 shares of common stock for issuance upon exercise of stock options and Class B common stock convertibility.



6. EARNINGS PER SHARE

The following is a reconciliation of the numerators and denominators of the basic and diluted Earnings per Share (EPS) computations for net income and other related disclosures:





|                               |                      | For the year ended December 31, 2002
|------------------------------ | -------------------- | ------------------------------------
|                               |                      | Income (Numerator)                  
|Net income/Basic EPS           | $259,000             | 874,870                             
|Effect of dilutive securities: |                      |                                     
|                               | Warrants and options |                                     
|Net income/Diluted EPS         | $259,000             | 899,192                             





|                               |                      | For the year ended December 31, 2001
|------------------------------ | -------------------- | ------------------------------------
|                               |                      | Income (Numerator)                  
|Net income/Basic EPS           | $384,000             | 851,069                             
|Effect of dilutive securities: |                      |                                     
|                               | Warrants and options |                                     
|Net income/Diluted EPS         | $384,000             | 921,927                             





|                               |                      | For the year ended December 31, 2000
|------------------------------ | -------------------- | ------------------------------------
|                               |                      | Income (Numerator)                  
|Net income/Basic EPS           | $641,000             | 808,722                             
|Effect of dilutive securities: |                      |                                     
|                               | Warrants and options |                                     
|Net income/Diluted EPS         | $641,000             | 838,716                             

Options to purchase 232,354, 209,601, and 210,021 of common stock between $6.87 and $33.05 were outstanding during most of 2002, 2001 and 2000 respectively.  See Note 5.

7. INCOME TAXES

The Company's provision for (benefit from) income taxes consists of the following for the year ended December 31:



|          | 2002       | 2001      | 2000    
|--------- | ---------- | --------- | --------
|Current:  |            |           |         
|Federal   | $--        | $-        | $--     
|Foreign   | 545,000    | 249,000   | 220,000 
|State     | 0          | 34,000    | --      
|          | 545,000    | 283,000   | 220,000 
|Deferred: |            |           |         
|Federal   | (681,000)  | (190,000) | --      
|State     | (104,000)  | (42,000)  | --      
|Foreign   | 0          | (128,000) | (81,000)
|          | (785,000)  | (360,000) | (81,000)
|          | $(240,000) | $(77,000) | $139,000

Significant components of the Company's deferred tax liabilities and assets are as follows as of December 31:





|                                            | 2002       | 2001        
|------------------------------------------- | ---------- | ------------
|Deferred tax liabilities:                   |            |             
|Unremitted earnings on Foreign subsidiaries | $0         | $(1,054,000)
|                                            |            |             
|Deferred tax assets:                        |            |             
|Allowance for doubtful accounts             | 286,000    | 233,000     
|Sales Commissions                           | 114,000    | 54,000      
|Net operating loss carryforwards            | 949,000    | 1,991,000   
|Foreign tax credit                          | 0          | 210,000     
|Other                                       | (1,000)    | 244,000     
|Subtotal                                    | 1,348,000  | 1,678,000   
|Less valuation allowance                    | $(456,000) | $(1,446,000)
|Net deferred tax asset                      | $892,000   | $232,000    

The Company's effective income tax rate varied from the statutory federal income tax rate for the year ended December 31 as follows:



|                                           | 2002       | 2001    | 2000  
|------------------------------------------ | ---------- | ------- | ------
|Statutory federal income tax rate          | 34.0%      | 34.0%   | 34.0% 
|Adjustments:                               |            |         |       
|State income taxes, net of federal benefit | 4.0        | 4.0     | 3.5   
|Foreign tax rate differential              | 3,036.0    | (188.0) | (31.5)
|Use of net operating losses                | (5,289.0)  | (42.0)  | (20.7)
|Change in valuation allowance              | (3474.0)   | (75.0)  | 34.0  
|Other, including permanent differences     | 4,426.0    | 242.0   | (1.5) 
|                                           | (1,263.0)% | (25.0)% | 17.8% 

Due to the Company's global restructuring plan, it expects to be able to make use of a portion of its U.S. federal net operating losses, and accordingly, recorded $660,000 in 2002 and $232,000 in 2001 reduction in its deferred tax valuation allowance on previously fully reserved tax losses. The Company expects the tax benefits from these net operating losses will be realized in 2003 or 2004.  The remaining net deferred tax assets have been fully reserved.

The Company has U.S. Federal net operating losses of approximately $2.3 million that expire in 2014 through 2022. The Company also has foreign losses from China of approximately $1,677,000 that expire in 2003 and 2007.

8. COMMITMENTS

Leases

The Company leases office space, warehouse space, and space for both Beijing United and Shanghai United under operating leases. Future minimum payments under these noncancelable operating leases consist of the following:



|Year ending December 31: |                               
|------------------------ | ------------------------------
|                         | 2003                          
|                         | 2004                          
|                         | 2005                          
|                         | 2006                          
|                         | 2007                          
|                         | Thereafter                    
|                         | Net minimum rental commitments

The above leases require the Company to pay certain pass through operating expenses and rental increases based on inflation.

Rental expense was approximately $1,499,000, $1,026,000, and $953,000 for the years ended December 31, 2002, 2001 and 2000, respectively.

9. CONCENTRATIONS OF CREDIT RISK

Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, trade receivables and commission receivables. Substantially all of the Company's cash and cash equivalents at December 31, 2002 and 2001 were held by two U.S. financial institutions. All of the Company's sales during the years were to end-users located in China or Hong Kong. Most of the Company's sales are accompanied by down payments of either cash or letters of credit with one Chinese financial institution. Sales on extended payment terms usually have down payments in the form of a letter of credit and additional payments are secured through several methods.  The Company generally does not grant extended payment terms for greater than 20% of a contract value unless there are exceptional circumstances.  Before extended payment terms are provided, the Company performs a thorough review of the local operation, secures a guarantee from higher authorities than the end-user, and performs other steps as needed. All of the Company's medical services provided by Beijing United were performed in China for patients residing in China. Substantially all of the payments received for such services were denominated in local currency; however, the Company is authorized to accept payment in other currencies.

The Company conducts its marketing and sales and provides its services exclusively to buyers located in China, including Hong Kong. The medical services and products provided by Beijing United and the marketing of such services are performed exclusively for/to patients in China. The Company's results of operations and its ability to obtain financing could be adversely affected if there was a deterioration in trade relations between the United States and China.

Of the Company's net assets at December 31, 2002 and 2001, approximately $16,760,000 and $15,660,000, respectively, of such assets are located in China, consisting principally of cash, receivables, inventories, property improvements, equipment, and certain liabilities.  See Note 10 also.

10. SIGNIFICANT CUSTOMERS/SUPPLIERS

Substantially all China purchases of the Company's U.S.-Dollar sales of products, regardless of the end-user, are made through Chinese foreign trade corporations (FTCs). Although the purchasing decision is made by the end-user, which may be an individual or a group having the required approvals from their administrative organizations, the Company enters into formal purchase contracts with FTCs. The FTCs make purchases on behalf of the end-users and are authorized by the Chinese government to conduct import business. FTCs are chartered and regulated by the government and are formed to facilitate foreign trade. The Company markets its products directly to end-users, but in consummating a sale the Company must also interact with the particular FTC representing the end-user. By virtue of its direct contractual relationship with the FTC, rather than the end user, the Company is to some extent dependent on the continuing existence of and contractual compliance by the FTC until a particular transaction has been completed.  In 2002 the Company recorded sales to Instrimpex FTC of $8,821,000; this is the only customer over 10% of total sales.

Purchases from three suppliers were each over 10% of total cost of goods.  These were Siemens ($11,233,000), Becton-Dickenson ($11,145,000) and L'Oreal ($7,168,000) for the year ended December 31, 2002.  Purchases over 10% for the year ended December 31, 2001 were Siemens, ($9,330,000), Becton-Dickenson ($4,949,000) and Tyco ($5,356,000).  In 2000 only Siemens, ($9,616,000) was over 10% of cost of goods.  The Company has entered into a security arrangement to ensure the payment of Siemens accounts payable.

11. SEGMENT REPORTING

As a result of the growth the chief decision making officer requested to split the former Healthcare Products Distribution segment into Capital Medical Equipment and Healthcare Products Distribution.  The Company now has three reportable segments: Capital Medical Equipment, Healthcare Products Distribution and Healthcare Services.  The Company evaluates performance and allocates resources based on profit or loss from operations before income taxes, not including gains or losses on the Company's investment portfolio.  For the year ended December 31, 2000 the three segment disclosure was impracticable to compute and therefore has been shown as originally reported.

The following segment information has been provided per Statement of Financial Accounting Standards No. 131, 'Disclosures about Segments of an Enterprise and Related Information':

For the year ended December 31, 2002:



|                              | Capital Medical Equipment | Healthcare Products Distribution | Healthcare Services | Total      
|----------------------------- | ------------------------- | -------------------------------- | ------------------- | -----------
|Assets                        | $21,354,000               | $10,616,000                      | $11,156,000         | $43,126,000
|                             
|Sales and service revenue     | $28,708,000               | $28,946,000                      | $12,963,000         | $70,617,000
|Gross Profit                  | 7,822,000                 | 3,856,000                        | n/a                 | n/a        
|Gross Profit %                | 27%                       | 13%                              | n/a                 | n/a        
|Income (loss) from operations | $198,000                  | $(639,000)                       | $536,000            | $95,000    
|Other (expense)               | (126,000)                
|Minority interest             | 50,000                   
|Income before income taxes    | $19,000                  

For the year ended December 31, 2001:



|                              | Capital Medical Equipment | Healthcare Products Distribution | Healthcare Services | Total      
|----------------------------- | ------------------------- | -------------------------------- | ------------------- | -----------
|Assets                        | $17,511,000               | $8,987,000                       | $6,871,000          | $33,369,000
|                             
|Sales and service revenue     | $25,819,000               | $21,520,000                      | $8,779,000          | $56,118,000
|Gross Profit                  | 7,451,000                 | 2,842,000                        | n/a                 | n/a        
|Gross Profit %                | 29%                       | 13%                              | n/a                 | n/a        
|Income (loss) from operations | $439,000                  | $(1,316,000)                     | $476,000            | $(401,000) 
|Other income, net             | 726,000                  
|Minority interest             | (18,000)                 
|Income before income taxes    | $307,000                 

For the year ended December 31, 2000:



|                              | Healthcare Products | Healthcare Services | Total      
|----------------------------- | ------------------- | ------------------- | -----------
|Assets                        | $30,847,000         | $5,651,000          | $36,498,000
|                             
|Sales and service revenue     | $39,049,000         | $6,015,000          | $45,064,000
|Gross profit                  | 9,529,000           | n/a                 | n/a        
|Gross profit %                | 24%                 | n/a                 | n/a        
|Income (loss) from operations | (66,000)            | 218,000             | 152,000    
|Other income, net             | 664,000            
|Minority interest             | (36,000)           
|Income before income taxes    | $780,000           



Intersegment transactions were eliminated for the years ended December 31, 2002, 2001 and 2000

12. SELECTED QUARTERLY DATA (UNAUDITED)

(thousands except per share data)

|For the year ended December 31, 2002:             | First Quarter | Second Quarter | Third Quarter | Fourth Quarter
|------------------------------------------------- | ------------- | -------------- | ------------- | --------------
|Revenues                                          | $15,578       | $14,968        | $17,801       | $22,270       
|Gross profit from operations                      | 4,656         | 4,973          | 6,361         | 7,078         
|Income (loss) before income taxes                 | (305)         | (612)          | 400           | 536           
|Net income (loss)                                 | (192)         | (411)          | 176           | 686           
|Basic earnings (loss) per share of common stock   | (.23)         | (.48)          | .19           | .74           
|Diluted earnings (loss) per share of common stock | (.23)         | (.48)          | .18           | .72           
|Cash dividends per share of common stock          | .00           | .00            | .00           | .00           
|                                                  |               |                |               |               
|                                                  |               |                |               |               

|For the year ended December 31, 2001:             | First Quarter | Second Quarter | Third Quarter | Fourth Quarter
|------------------------------------------------- | ------------- | -------------- | ------------- | --------------
|Revenues                                          | $10,606       | $13,201        | $13,447       | $18,864       
|Gross profit from operations                      | 3,657         | 4,215          | 4,407         | 5,413         
|Income (loss) before income taxes                 | 129           | (140)          | 178           | 139           
|Net income (loss)                                 | 25            | (225)          | 109           | 475           
|Basic earnings (loss) per share of common stock   | .03           | (.26)          | .13           | .55           
|Diluted earnings (loss) per share of common stock | .03           | (.26)          | .12           | .52           
|Cash dividends per share of common stock          | .00           | .00            | .00           | .00           
|                                                  |               |                |               |               
|                                                  |               |                |               |               



ITEM 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

PART III

The information relating to the directors, executive officers, promoters and control persons of the Company will be included in the Company's Proxy Statement (the "Proxy Statement") relating to its 2002 Annual Meeting of Shareholders, which the Company intends to file with the Securities and Exchange Commission on or prior to April 30, 2003, and is incorporated herein by reference.

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management



Information required is set forth in the Proxy Statement, which is incorporated herein by reference.

#### Item 13. Certain Relationships and Related Transactions

ITEM 14.  CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's reports that are filed with the Securities and Exchange Commission is recorded, processed and reported within the time periods required for each report and that such information is reported to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Within 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) which is required to be included in its publicly filed reports.  There have been no significant changes in the Company's internal control or in other factors which could significantly affect internal controls since that evaluation.





PART IV

Item 15. Exhibits and Reports on Form 8-K

|(a)(1) |  | The following consolidated financial statements of Chindex International, Inc. are included in Part II, Item 8:
|------ |  | ---------------------------------------------------------------------------------------------------------------

Independent Auditors' Report.

Consolidated Statements of Operations for the years ended December 31, 2002, 2001 and 2000.

Consolidated Balance Sheets as of December 31, 2002 and 2001.

Consolidated Statements of Stockholders' Equity for the years ended December 31, 2002, 2001 and 2000.

Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000.

Notes to Consolidated Financial Statements.

|(a)(2) |  | The following financial statement schedule of Chindex International is included in Item 15(d):
|------ |  | ----------------------------------------------------------------------------------------------

Schedule II  Valuation and Qualifying Accounts.

|Description (amounts in thousands)    | Balance beginning of year | Additions expensed | Additions not expensed | Deductions | Balance end of year
|------------------------------------- | ------------------------- | ------------------ | ---------------------- | ---------- | -------------------
|For the year ended December 31, 2002: |                           |                    |                        |            |                    
|Allowance for doubtful receivables    | $604                      | $279               |                        |            | $883               
|Deferred tax                          | 1,446                     |                    |                        | 990        | 456                
|Total allowances deducted from assets | $2,050                    | $279               | $0                     | $990       | $1,339             
|                                      |                           |                    |                        |            |                    
|For the year ended December 31, 2001: |                           |                    |                        |            |                    
|Allowance for doubtful receivables    | $604                      |                    |                        |            | $604               
|Deferred tax                          | 3,081                     |                    |                        | 1,635      | 1,446              
|Total allowances deducted from assets | $3,685                    | $0                 | $0                     | $1,635     | $2,050             
|                                      |                           |                    |                        |            |                    
|For the year ended December 31, 2000: |                           |                    |                        |            |                    
|Allowance for doubtful receivables    | $604                      |                    |                        |            | $604               
|Deferred tax                          | 2,816                     |                    | 265                    |            | 3,081              
|Total allowances deducted from assets | $3,420                    | $0                 | $265                   | $0         | $3,685             
|                                      |                           |                    |                        |            |                    

All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.

|(a)(3) |  | Exhibits
|------ |  | --------

The exhibits listed below are filed as a part of this annual report:

|3.1   | Certificate of Incorporation of the Company. Incorporated by reference to Annex B to the Company's Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on or about June 7, 2002 (the "Proxy Statement")                                                                                                                             
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2   | By-laws of the Company.  Incorporated by reference to Annex C to the Proxy Statement.                                                                                                                                                                                                                                                                              
|4.1   | Form of Specimen Certificate of the Company's Common Stock. Incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form SB-2 (No. 33-78446) (the"IPO Registration Statement").                                                                                                                                                        
|4.2   | Form of Specimen Certificate of Class B Common Stock Certificate. Incorporated by reference to Exhibit 4.3 to the IPO Registration Statement.                                                                                                                                                                                                                      
|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  | Lease Agreement, dated as of March 1994, between the Company and Central Properties Limited Partnership, relating to the Company's Bethesda, Maryland facility. Incorporated by reference to Exhibit 10.4 to the IPO Registration Statement.                                                                                                                       
|10.3  | First Amendment to Lease, dated as of June 26, 1996, between the Company and Central Properties Limited Partnership, relating to additional space at the Company's Bethesda, Maryland facility. Incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997.                               
|10.4  | 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.                                                                                                                   
|10.5  | 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.                         
|10.6  | 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.                                                                            
|10.7  | 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.
|10.8  | First Investment Loan Manager Demand Promissory Note dated July 10, 1997 between First National Bank of Maryland and Chindex, Inc. 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.                                                                                           
|10.9  | 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.                                                                                                                                          
|10.10 | Second amendment to lease, dated as of November 24, 2000, between the Company and Central Properties Limited Partnership, relating to the extension of the lease term for the Company's Bethesda, Maryland offices.  Incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001.           
|10.11 | Employment Agreement, dated as of September 1, 2001, between the Company and Roberta Lipson.  Incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001.                                                                                                                                  
|10.12 | Employment Agreement, dated as of September 1, 2001, between the Company and Elyse Beth Silverberg.  Incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001.                                                                                                                           
|10.13 | Employment Agreement, dated as of September 1, 2001, between the Company and Lawrence Pemble.  Incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001.                                                                                                                                 
|10.14 | Employment Agreement, dated as of September 1, 2001, between the Company and Robert C. Goodwin, Jr.  Incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001.                                                                                                                           
|10.15 | 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.                                                                                              
|10.16 | 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.                                                                        
|10.17 | 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.                           
|10.18 | 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.                                                                                                                                    
|21.1  | List of subsidiaries.  Filed herewith.                                                                                                                                                                                                                                                                                                                             
|23.1  | Consent of Ernst & Young LLP, Independent Auditors (filed herewith).                                                                                                                                                                                                                                                                                               
|31.1  | Certification of the Company's Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith, immediately after the signature block at the end of this report)                                                                                                                                                                 
|31.2  | Certification of the Company's Executive Vice President Finance Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith, immediately after the signature block at the end of this report)                                                                                                                                                        
|31.3  | Certification of the Company's Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith, immediately after the signature block at the end of this report)                                                                                                                                                            
|99.1  | Certification of the Company's Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)                                                                                                                                                                                                                                  
|99.2  | Certification of the Company's Executive Vice President Finance Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)                                                                                                                                                                                                                         
|99.3  | Certification of the Company's Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)                                                                                                                                                                                                                             

* Confidential treatment has been granted as to a portion of this Exhibit.

+ English translation of summary from Chinese original.



None



|c. |  | Exhibits.
|-- |  | ---------

The response to this portion of Item 15 is submitted as a separate section of this report.



|d. |  | Financial Statement Schedule.
|-- |  | -----------------------------

The response to this portion of Item 15 is submitted as a separate section of this report.



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CHINDEX INTERNATIONAL, INC

|Dated: March 28, 2003 | By: /S/ Roberta Lipson               
|--------------------- | -------------------------------------
|                      | Roberta Lipson                       
|                      | President and Chief Executive Officer
|                      |                                      

|Dated: March 28, 2003 | By: /S/ Roberta Lipson                          
|--------------------- | ------------------------------------------------
|                      | Roberta Lipson                                  
|                      | Chairperson of the Board of Directors,          
|                      | Chief Executive Officer and President           
|                      |                                                 
|Dated: March 28, 2003 | By: /S/ Elyse Beth Silverberg                   
|                      | Elyse Beth Silverberg                           
|                      | Executive Vice President, Secretary and Director
|                      |                                                 
|Dated: March 28, 2003 | By: /S/	Lawrence Pemble                         
|                      | Lawrence Pemble                                 
|                      | Executive Vice President-Finance and Director   
|                      |                                                 
|Dated: March 28, 2003 | By: /S/ Robert C. Goodwin, Jr.                  
|                      | Robert C. Goodwin, Jr.                          
|                      | Executive Vice President of Operations,         
|                      | Treasurer, General Counsel and Director         
|                      |                                                 
|Dated: March 28, 2003 | By: /S/ Ronald Zilkowski                        
|                      | Ronald Zilkowski                                
|                      | Senior Vice President Finance and Controller    

Exhibit 31.1



302 Certification for Annual Report on Form 10-K



I, Roberta Lipson, certify that:

1. I have reviewed this annual report on Form 10-K of Chindex International, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. 	Based on my knowledge, the financial statements, and other financial information 	included in this annual report, fairly present in all material respects the financial 	condition, results of operations and cash flows of the registrant as of, and for, the periods 	presented in this annual report;

4. 	The registrant's other certifying officers and I are responsible for establishing and 	maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-	14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. 	The registrant's other certifying officers and I have disclosed, based on our most recent 	evaluation, to the registrant's auditors and the audit committee of registrant's board of 	directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. 		The registrant's other certifying officers and I have indicated in this annual report whether 	or not there were significant changes in internal controls or in other factors that could 	significantly affect internal controls subsequent to the date of our most recent evaluation, 	including any corrective actions with regard to significant deficiencies and material 	weaknesses.



Date: March 28, 2003

/S/ Roberta Lipson

Roberta Lipson

Chief Executive Officer

"A signed original of this written statement required by Section 302 has been provided to Chindex International, Inc. and will be retained by Chindex International, Inc. and furnished to the Securities and Exchange Commission or its staff upon request."

Exhibit 31.2



302 Certification for Annual Report on Form 10-K



I, Lawrence Pemble, certify that:

1.	I have reviewed this annual report on Form 10-K of Chindex International, Inc.;

2.	Based on my knowledge, this annual report does not contain any untrue statement of a	 	material fact or omit to state a material fact necessary to make the statements made, in 	light of the circumstances under which such statements were made, not misleading with 	respect to the period covered by this annual report;

3. 	Based on my knowledge, the financial statements, and other financial information 	included in this annual report, fairly present in all material respects the financial 	condition, results of operations and cash flows of the registrant as of, and for, the periods 	presented in this annual report;

4. 	The registrant's other certifying officers and I are responsible for establishing and 	maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-	14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. 	The registrant's other certifying officers and I have disclosed, based on our most recent 	evaluation, to the registrant's auditors and the audit committee of registrant's board of 	directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. 		The registrant's other certifying officers and I have indicated in this annual report whether 	or not there were significant changes in internal controls or in other factors that could 	significantly affect internal controls subsequent to the date of our most recent evaluation, 	including any corrective actions with regard to significant deficiencies and material 	weaknesses.



Date: March 28, 2003

/S/ Lawrence Pemble

Lawrence Pemble

Executive Vice President Finance

Exhibit 31.3



302 Certification for Annual Report on Form 10-K



I, Ronald Zilkowski, certify that:

1.	I have reviewed this annual report on Form 10-K of Chindex International, Inc.;

2.	Based on my knowledge, this annual report does not contain any untrue statement of a	 	material fact or omit to state a material fact necessary to make the statements made, in 	light of the circumstances under which such statements were made, not misleading with 	respect to the period covered by this annual report;

3. 	Based on my knowledge, the financial statements, and other financial information 	included in this annual report, fairly present in all material respects the financial 	condition, results of operations and cash flows of the registrant as of, and for, the periods 	presented in this annual report;

4. 	The registrant's other certifying officers and I are responsible for establishing and 	maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-	14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. 	The registrant's other certifying officers and I have disclosed, based on our most recent 	evaluation, to the registrant's auditors and the audit committee of registrant's board of 	directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. 		The registrant's other certifying officers and I have indicated in this annual report whether 	or not there were significant changes in internal controls or in other factors that could 	significantly affect internal controls subsequent to the date of our most recent evaluation, 	including any corrective actions with regard to significant deficiencies and material 	weaknesses.



Date: March 28, 2003

/S/ Ronald Zilkowski

Ronald Zilkowski

Principal Accounting Officer