##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended March 31, 2010
 Commission File No. 0-24624
 CHINDEX INTERNATIONAL, INC.
  
 DELAWARE
    
    13-3097642(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 
   Common Stock, $.01 par value and associated Preferred Stock Purchase Rights
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




---



##### 



CHINDEX INTERNATIONAL, INC.
TABLE OF CONTENTS
 PART I
    
    
    3ITEM 1. BUSINESS
    
    
    3General
    
    
    3Healthcare Services Division
    
    
    3Medical Products Division
    
    
    6Competition
    
    
    7Employees
    
    
    8Internet Information and SEC Documents
    
    
    8ITEM 1A. RISK FACTORS
    
    
    8ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    24ITEM 2. PROPERTIES
    
    
    24ITEM 3. LEGAL PROCEEDINGS
    
    
    25ITEM 4. RESERVED
    
    
    25PART II
    
    
    25ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
REPURCHASES OF EQUITY SECURITIES
    
    
    25ITEM 6. SELECTED FINANCIAL DATA
    
    
    27ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
    
    
    28Overview
    
    
    28Critical Accounting Policies
    
    
    29Fiscal year ended March 31, 2010 compared to fiscal year ended March 31, 2009
    
    
    31Fiscal year ended March 31, 2009 compared to fiscal year ended March 31, 2008
    
    
    33Liquidity and Capital Resources
    
    
    36Timing of Revenue
    
    
    40Foreign Currency Exchange and Impact of Inflation
    
    
    41ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    41ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    42ITEM 9A. CONTROLS AND PROCEDURES
    
    
    76ITEM 9B. OTHER INFORMATION
    
    
    77PART III
    
    
    77ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
    
    
    77ITEM 11. EXECUTIVE COMPENSATION
    
    
    77ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
    
    
    77ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    
    77ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    77PART IV
    
    
    78ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    78EX-23.1EX-31.1EX-31.2EX-31.3EX-32.1EX-32.2EX-32.3
  2




---



##### Table of Contents



PART I
 
 ITEM 1.
    
    BUSINESS
 
 General
  
    
    Healthcare Services division.This division operates the Companys United Family
Healthcare network of private hospitals and clinics. United Family Healthcare currently
owns and operates hospitals and affiliated clinic facilities in the Beijing, Shanghai and
Guangzhou markets. The division also operates a managed clinic in the city of Wuxi, south
of Shanghai. We have undertaken a number of market expansion projects in our current
markets. In Beijing, we expect to significantly increase service offerings and more than
double our available beds through expansion currently underway at our existing hospital
campus as well as from the opening of two additional affiliated clinics during the 2010
calendar year. In Tianjin, a city just to the southeast of Beijing, United Family
Healthcare has begun the development of a maternity hospital facility of approximately 25
beds, which is also expected to open in 2010. In Shanghai, expansion projects are expected
to include increased services at the current hospital campus and the geographic expansion
into the Pudong district with an affiliated clinic established through a strategic joint
venture management initiative during 2010. In Guangzhou, the Company intends to build a
main 125-bed hospital facility expected to open in 2012. The Chinese Governments
healthcare reform program encourages private investment, such as Chindexs United Family
Healthcare, as the primary source for development of specialty and premium healthcare
services within the Chinese healthcare system. For our fiscal year ended March 31, 2010,
which we refer to as fiscal 2010, the Healthcare Services division accounted for 50.1% of
the Companys revenue. (See Note 16 to the consolidated financial statements appearing
elsewhere in this Annual Report on Form 10-K.)
    
    Medical Products division.This division markets, distributes and sells select medical
capital equipment, instrumentation and other medical products for use in hospitals in China
and Hong Kong on the basis of both exclusive and non-exclusive agreements with the
manufacturers of these products. The division revenues are generated through a nation-wide
direct sales force that also manages local sub-dealers regionally throughout the country.
The divisions distribution business provides supply chain management and logistics
services to both divisions of the Company. Divisional growth is expected through increasing
sales of our existing product portfolio, the addition of new product lines and the
continued offering of government-backed financing instruments to our customers in China. We
believe the Chinese Governments ongoing healthcare reform program announced in April 2009
continues to stimulate the market for medical devices from bottom to top and serves to
deepen our market penetration in the medium term. For fiscal 2010, the Medical Products
division accounted for 49.9% of our revenue. (See Note 16 to the consolidated financial
statements appearing elsewhere in this Annual Report on Form 10-K.)
In June 2010, Chindex announced its intention to form a medical
products joint venture in China with Shanghai Fosun Pharmaceutical

(Group) Co., Ltd (Fosun Pharma). The joint venture would
merge and operate Chindexs Medical Products division and
certain of Fosun Pharmas medical device businesses in China.


(See Note 18 to the consolidated
financial statements appearing elsewhere in this Annual Report on
Form 10-K.)
 
 Healthcare Services Division
 United Family Healthcare Network (UFH)
  3




---



##### Table of Contents



4




---



##### Table of Contents



UFH
 Beijing Market  Beijing United Family Hospital (BJU) and Clinics
    UFH
 Shanghai Market  Shanghai United Family Hospital (SHU) and Clinics
    UFH
 Guangzhou Market  Guangzhou United Family Clinic (GZC)
  5




---



##### Table of Contents



UFH  Tianjin Market  Tianjin United Family Hospital (TJU)
  
 Medical Products Division
     6




---



##### Table of Contents



Competition
   7




---



##### Table of Contents



Employees
  
 Internet Information and SEC Documents
  http://www.sec.gov
 
 ITEM 1A.
    
    RISK FACTORS
 You should carefully consider the risks described below, together with all of the other
information included in this Annual Report on Form 10-K. The following risks and uncertainties are
not the only ones we face. However, these are the risks our management believes are material. If
any of the following risks actually materialize, our business, financial condition or results of
operations could be harmed. This report contains statements that are forward-looking. These
statements are based on current expectations and assumptions that are subject to risks and
uncertainties such as those listed below and elsewhere in this report, which, among others, should
be considered in evaluating our future performance.
 8




---



##### Table of Contents



Risks Related to Our Business and Financial Condition
 Global financial upheaval and credit restrictions may have a negative impact on operations.
     Our business is capital intensive and we may not be able to access the capital markets when we
would like to raise capital.
  We may not generate sufficient cash flow to fund our capital expenditures, ongoing operations and
indebtedness obligations.
  9




---



##### Table of Contents




    
    our future operating performance;
    
    the demand for our services and products;
    
    general economic conditions both in China and elsewhere and conditions affecting
suppliers, customers and patients;
    
    competition; and
    
    legal and regulatory factors affecting us and our business, including exchange rate
fluctuations.
  If we fail to manage our growth or maintain adequate internal accounting, disclosure and other
controls, we would lose the ability to manage our business effectively and/or experience errors or
information lapses affecting public reporting.
   If we lost the services of our key personnel, our leadership, expertise, experience, business
relationships, strategic and operational planning and other important business attributes would be
diminished.
  Our business could be adversely affected by inflation or foreign currency fluctuation.
  10




---



##### Table of Contents



We have entered into loan arrangements that could impair our financial condition and prevent us
from fulfilling our business obligations.
  
    
    requiring a substantial portion of our cash flow from
operations to be dedicated to the payment of principal and interest
on indebtedness instead of funding working capital, capital
expenditures, acquisitions and other business purposes;
    
    making it more difficult for us to satisfy all of our debt
obligations, thereby increasing the risk of triggering a
cross-default provision;
    
    increasing our vulnerability to economic downturns or other
adverse developments relative to less leveraged competitors;
    
    limiting our ability to obtain additional financing for
working capital, capital expenditures, acquisitions or other
corporate purposes in the future; and
    
    increasing our cost of borrowing to satisfy business needs.
  We currently are unable and may not in the future be able to draw down under our existing loan
facilities with the IFC and DEG, which facilities will be required for many of our expansion plans.
  11




---



##### Table of Contents



We may be unable to service or refinance our debt.
  The terms of our indebtedness impose significant restrictions on our operating and financial
flexibility.
  
    
    incur or guarantee additional indebtedness;
    
    make restricted payments, including dividends and management fees;
    
    create or permit certain liens;
    
    enter into business combinations and asset sale transactions;
    
    make investments;
    
    enter into transactions with affiliates;
    
    incur certain expenditures; and
    
    enter into new businesses.
   12




---



##### Table of Contents



There can be no assurances that the agreements or proposed joint venture with Fosun Industrial Co.,
Limited will be consummated as proposed, if at all, nor that the intended terms thereof will be
achieved.
       13




---



##### Table of Contents



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




---



##### Table of Contents



Our operations could be adversely affected by the high cost of malpractice insurance.
  We depend on information systems, which if not implemented and maintained, could adversely affect
our operations.
   Our operations face competition that could adversely affect our results of operations.
  Expansion of healthcare services to reach the Chinese population depends to some extent on the
development of insurance products that are not available now.
  15




---



##### Table of Contents



Our loan from the IFC places restrictions on the conduct of our healthcare services business.
   
    
    incur or guarantee additional indebtedness;
    
    make restricted payments, including dividends and management fees;
    
    create or permit certain liens;
    
    enter into business combinations and asset sale transactions;
    
    make investments;
    
    enter into transactions with affiliates;
    
    incur certain expenditures; and
    
    enter into new businesses.
  Timing of revenues due to seasonality and fluctuations in financial performance vary from quarter
to quarter and are not necessarily indicative of our performance over longer periods.
  We may not be able to complete our proposed new and/or expanded hospital projects on budget if at
all, which would materially and adversely affect our financial condition and proposed expansion.
  16




---



##### Table of Contents



Risks relating to our Medical Products Division
 Future Losses in the Division.
  We depend on our relations with suppliers and would be adversely affected by the termination of
arrangements with, or shortage or loss of any significant product line from them.
  Our sales of medical products depend to some extent on our suppliers continuing to improve their
products and introduce new models. If a supplier fails to upgrade its product line as quickly as
competitive manufacturers have done, our revenues could be adversely impacted.
  Our sales of medical products depend to some extent on our suppliers maintaining the required
product registrations required to sell their products in China. If a supplier fails to maintain or
renew such product registrations in a timely manner, we would be unable to sell their products and our
revenue could be adversely impacted.
  17




---



##### Table of Contents



Timing of revenues and fluctuations in financial performance vary significantly from quarter to
quarter and are not necessarily indicative of our performance over longer periods.
  We have not been able to arrange financings, from third party banks or governments, for our
customers in every year. Future periodic financings arranged on behalf of our customers cannot be
assured. The absence of these financings could result in lower sales.
  We may be subject to product liability claims and product recalls, and in the future we may not be
able to obtain insurance against these claims at a reasonable cost or at all.
   18




---



##### Table of Contents



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




---



##### Table of Contents



and could result in financial or operating imbalances and problems with liquidity and capital
resources.
  If we do not maintain good relations with foreign trade corporations, our ability to import
products may be adversely affected.
  Our dependence on sub-distributors and dealers could be detrimental to our financial condition if
those sub-distributors or dealers do not sell our products.
  If the Chinese Government tightens controls or policies on purchases of medical equipment or
implements reforms which disrupt the market for medical devices, including eliminating value added
tax (VAT) and duty exemptions for procurement under KfW Development Bank or U.S. Export-Import Bank
financings, our sales could be adversely affected.
  20




---



##### Table of Contents



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




---



##### Table of Contents



The conversion of Renminbi (RMB) into foreign currency is regulated, and these regulations could
adversely affect us.
  The SARS outbreak or similar outbreak, such as Avian flu or Swine Flu, could further adversely
affect our operations.
  Natural disasters, such as the earthquakes in Sichuan Province in May 2008 and in Qinghai Province
in April 2010, could adversely affect our business operations.
  22




---



##### Table of Contents



The Chinese Government could change its policies toward, or even nationalize, private enterprise,
which could harm our operations.
   Risks Related to our Corporate Structure
 Control by insiders and their ownership of shares having disproportionate voting rights could have
a depressive effect on the price of common stock, impede a change in control and impede management
replacement.
  Our unissued preferred stock could be issued to impede a change in control.
  23




---



##### Table of Contents



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




---



##### Table of Contents



ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. RESERVED
 
 PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES
OF EQUITY SECURITIES
  High
    
    LowYear Ended March 31, 2009:First Quarter
    
    $
    28.79
    
    
    $
    14.60Second Quarter
    
    
    18.30
    
    
    
    9.85Third Quarter
    
    
    10.62
    
    
    
    5.21Fourth Quarter
    
    
    8.90
    
    
    
    3.50Year Ended March 31, 2010:First Quarter
    
    $
    15.20
    
    
    $
    4.93Second Quarter
    
    
    15.94
    
    
    
    10.80Third Quarter
    
    
    16.21
    
    
    
    11.48Fourth Quarter
    
    
    14.99
    
    
    
    10.20
  25




---



##### Table of Contents



(c)Number ofSecuritiesRemainingAvailable for(a)
    
    
    
    
    
    
    FutureNumber of
    
    
    (b)
    
    
    IssuanceSecurities to
    
    
    Weighted
    
    
    Under EquityBe Issued
    
    
    Average
    
    
    CompensationUpon
    
    
    Exercise
    
    
    PlansExercise of
    
    
    Price of
    
    
    (excludingOutstanding
    
    
    Outstanding
    
    
    securitiesOptions, and
    
    
    Options, and
    
    
    reflected inRights
    
    
    Rights
    
    
    column (a))Plan CategoryEquity Compensation Plans Approved By Security Holders1994 Stock Option Plan
    
    
    504,176
    
    
    $
    2.87
    
    
    
    2004 Stock Incentive Plan
    
    
    295,999
    
    
    $
    4.18
    
    
    
    2007 Stock Incentive Plan
    
    
    915,111
    
    
    $
    13.26
    
    
    
    218,400Equity Compensation Plans Not Approved By Security Holders
    
    None
    
    None
    
    NoneTotal
    
    
    1,715,286
    
    
    
    
    
    
    
    218,400
  COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
 
 
 *$100 invested on 3/31/05 in stock or index, including reinvestment of dividends.

  Fiscal year ending March 31.
 26




---



##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA
  Year ended March 31,2010
    
    2009
    
    2008
    
    2007
    
    2006Statement of Operations Data:Revenue
    
    $
    171,191
    
    
    $
    171,442
    
    
    $
    130,058
    
    
    $
    105,921
    
    
    $
    90,836Percent (decrease) increase over prior year
    
    
    0
    %
    
    
    32
    %
    
    
    23
    %
    
    
    17
    %
    
    
    9
    %Net income
    
    
    8,204
    
    
    
    4,964
    
    
    
    3,655
    
    
    
    2,982
    
    
    
    167Net income per common share  basic
    
    
    .56
    
    
    
    .34
    
    
    
    .32
    
    
    
    .29
    
    
    
    .02Net income per common share  diluted
    
    
    .52
    
    
    
    .31
    
    
    
    .27
    
    
    
    .26
    
    
    
    .02Market closing price per share  end of year
    
    
    11.81
    
    
    
    4.97
    
    
    
    25.17
    
    
    
    11.61
    
    
    
    6.04Book value per share  end of year
    
    
    7.30
    
    
    
    6.60
    
    
    
    6.14
    
    
    
    2.62
    
    
    
    2.25
  Balance Sheet Data (at end of year):Total assets
    
    $
    170,843
    
    
    $
    162,637
    
    
    $
    135,979
    
    
    $
    62,907
    
    
    $
    57,046Long term debt and capitalized leases
    
    
    22,593
    
    
    
    23,709
    
    
    
    22,578
    
    
    
    8,737
    
    
    
    8,660Total stockholders equity
    
    
    108,911
    
    
    
    96,440
    
    
    
    87,388
    
    
    
    27,918
    
    
    
    22,638
 Year ended March 31,2010
    
    2009
    
    2008
    
    2007
    
    2006Segment information:Healthcare Services division-revenue
    
    $
    85,778
    
    
    $
    79,357
    
    
    $
    65,817
    
    
    $
    47,944
    
    
    $
    36,500Healthcare Services division -operating income
    
    
    14,393
    
    
    
    7,309
    
    
    
    10,342
    
    
    
    5,028
    
    
    
    1,585Medical Products division-revenue
    
    
    85,413
    
    
    
    92,085
    
    
    
    64,241
    
    
    
    57,977
    
    
    
    54,336Medical Products division -operating (loss) income
    
    
    (366
    )
    
    
    508
    
    
    
    (2,607
    )
    
    
    (1,154
    )
    
    
    (1,436
    )
 27




---



##### Table of Contents



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 Overview
    
    
    Healthcare Services division.This division operates the Companys United Family
Healthcare network of private hospitals and clinics. United Family Healthcare currently
owns and operates hospitals and affiliated clinic facilities in the Beijing, Shanghai and
Guangzhou markets. The division also operates a managed clinic in the city of Wuxi south of
Shanghai. We have undertaken a number of market expansion projects in our current markets.
In Beijing, we expect to significantly increase service offerings and more than double our
available beds through expansion currently underway at our existing hospital campus as well
as from the opening of two additional affiliated clinics during the 2010 calendar year. In
Tianjin, a city just to the southeast of Beijing, United Family Healthcare has begun the
development of a maternity hospital facility of approximately 25 beds which is also
expected to open in 2010. In Shanghai, expansion projects are expected to include increased
services at the current hospital campus and the geographic expansion into the Pudong
district with an affiliated clinic established through a strategic joint venture management
initiative during 2010. In Guangzhou, the Company intends to build a main 125-bed hospital
facility expected to open in 2012. The Chinese Governments healthcare reform program
encourages private investment, such as Chindexs United Family Healthcare, as the primary
source for development of specialty and premium healthcare services within the Chinese
healthcare system. For our fiscal year ended March 31, 2010, which we refer to as fiscal
2010, the Healthcare Services division accounted for 50.1% of the Companys revenue. (See
Note 16 to the consolidated financial statements appearing elsewhere in this Annual Report
on Form 10-K.)
    
    Medical Products division.This division markets, distributes and sells select medical
capital equipment, instrumentation and other medical products for use in hospitals in China
and Hong Kong on the basis of both exclusive and non-exclusive agreements with the
manufacturers of these
products. The division revenues are generated through a nation-wide direct sales force that
also
 28




---



##### Table of Contents



manages local sub-dealers regionally throughout the country. The divisions
distribution business provides supply chain management and logistics services to both
divisions of the Company. Divisional growth is expected through increasing sales of our
existing product portfolio, the addition of new product lines and the continued offering of
government-backed financing instruments to our customers in China. We believe the Chinese
Governments ongoing healthcare reform program announced in April 2009 continues to
stimulate the market for medical devices from bottom to top and serve to deepen our market
penetration in the medium term. For fiscal 2010, the Medical Products division accounted for
49.9% of our revenue. (See Note 16 to the consolidated financial statements appearing
elsewhere in this Annual Report on Form 10-K.)
    
 Critical Accounting Policies
  Revenue recognition
   29




---



##### Table of Contents



Receivable collectibility
    30




---



##### Table of Contents



Inventories
    Valuation allowance of deferred tax assets
   
 Fiscal year ended March 31, 2010 compared to fiscal year ended March 31, 2009
 Overview of Consolidated Results
  Healthcare Services Division
  31




---



##### Table of Contents



Medical Products Division
     32




---



##### Table of Contents



Other Income and Expenses
    Taxes
  
 Fiscal year ended March 31, 2009 compared to fiscal year ended March 31, 2008
 Overview of Consolidated Results
  Healthcare Services Division
  33




---



##### Table of Contents



Medical Products Division
   34




---



##### Table of Contents



Other Income and Expenses
    35




---



##### Table of Contents



Taxes
  
 Liquidity and Capital Resources
  March 31, 2010
    
    
    March 31, 2009Cash and cash equivalents
    
    $
    50,654
    
    
    $
    20,293Investments
    
    
    37,207
    
    
    
    51,502Accounts receivable
    
    
    33,117
    
    
    
    46,831
  Years ended March 31,2010
    
    
    2009
    
    
    2008OPERATING ACTIVITIESNet income
    
    $
    8,204
    
    
    $
    4,964
    
    
    $
    3,655Non cash items
    
    
    10,975
    
    
    
    7,969
    
    
    
    9,442Changes in operating assets and liabilities:Restricted cash
    
    
    349
    
    
    
    (2,374
    )
    
    
    479Accounts receivables
    
    
    12,888
    
    
    
    (27,676
    )
    
    
    (2,190
    )Accounts payable, accrued
expenses, other current
liabilities and deferred
revenue
    
    
    (3,926
    )
    
    
    14,620
    
    
    
    774Other
    
    
    (3,701
    )
    
    
    431
    
    
    
    (228
    )Net cash provided by
(used in) operating
activities
    
    $
    24,789
    
    
    $
    (2,066
    )
    
    $
    11,932
   36




---



##### Table of Contents



Years ended March 31,2010
    
    
    2009
    
    
    2008INVESTING ACTIVITIESPurchases of short-term investments and CDs
    
    $
    (4,024
    )
    
    $
    (90,950
    )
    
    $
    Proceeds from redemption of CDs
    
    
    18,331
    
    
    
    38,920
    
    
    
    Purchases of property and equipment
    
    
    (7,086
    )
    
    
    (5,721
    )
    
    
    (3,207
    )Net cash provided by (used in)
investing activities
    
    $
    7,221
    
    
    $
    (57,751
    )
    
    $
    (3,207
    )
   Years ended March 31,2010
    
    
    2009
    
    
    2008FINANCING ACTIVITIESProceeds from debt, vendor financing and convertible debentures
    
    $
    
    
    
    $
    
    
    
    $
    40,000Repayment of debt, vendor financing and capitalized leases
    
    
    (1,693
    )
    
    
    (120
    )
    
    
    (3,387
    )Repurchase of restricted stock for income tax withholding
    
    
    (109
    )
    
    
    
    
    
    
    Proceeds
from issuance of common stock, exercise of stock options and warrants
    
    
    490
    
    
    
    345
    
    
    
    24,341Debt
issuance costs
    
    
    
    
    
    
    (278
    )
    
    
    (993
    )Net cash (used in) provided by
financing activities
    
    $
    (1,312
    )
    
    $
    (53
    )
    
    $
    59,961
   37




---



##### Table of Contents



pari passu
 38




---



##### Table of Contents



39




---



##### Table of Contents



Contractual Arrangements
   Total
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    2015
    
    
    ThereafterBank Loan (1)
    
    $
    12,000
    
    
    $
    1,590
    
    
    $
    1,526
    
    
    $
    2,413
    
    
    $
    2,285
    
    
    $
    2,157
    
    
    $
    2,029JPM financing
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000Vendor financing
    
    
    1,453
    
    
    
    1,453
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating leases
    
    
    25,782
    
    
    
    4,436
    
    
    
    3,239
    
    
    
    2,441
    
    
    
    1,915
    
    
    
    1,851
    
    
    
    11,900Other (2)
    
    
    78
    
    
    
    78
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    54,313
    
    
    $
    7,557
    
    
    $
    4,765
    
    
    $
    4,854
    
    
    $
    4,200
    
    
    $
    4,008
    
    
    $
    28,929
 
 (1)
    
    Represents sinking fund deposits and also includes interest of $2,495,000.(2)
    
    Contractual fees owed to our BJU joint venture partner.  
 Timing of Revenue
   40




---



##### Table of Contents



Foreign Currency Exchange and Impact of Inflation
    
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  41




---



##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework
    .
   
 42




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
   ,
   Internal Control  Integrated Framework
    43




---



##### Table of Contents



CHINDEX INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands except share data)
 March 31, 2010
    
    
    March 31, 2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    50,654
    
    
    $
    20,293Restricted cash
    
    
    468
    
    
    
    1,854Investments
    
    
    37,207
    
    
    
    51,502Accounts receivable, less allowance for doubtful accounts of $6,158 and $5,041, respectivelyProduct sales receivables
    
    
    22,760
    
    
    
    37,994Patient service receivables
    
    
    10,357
    
    
    
    8,837Inventories, net
    
    
    14,411
    
    
    
    11,346Deferred income taxes
    
    
    2,843
    
    
    
    2,410Other current assets
    
    
    3,032
    
    
    
    3,239Total current assets
    
    
    141,732
    
    
    
    137,475Restricted cash
    
    
    2,556
    
    
    
    1,437Property and equipment, net
    
    
    23,678
    
    
    
    20,633Noncurrent deferred income taxes
    
    
    103
    
    
    
    1,031Other assets
    
    
    2,774
    
    
    
    2,061Total assets
    
    $
    170,843
    
    
    $
    162,637LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Short-term debt, current portion of long-term debt and vendor financing
    
    $
    1,453
    
    
    $
    1,631Current portion of capitalized leases
    
    
    
    
    
    
    22Accounts payable
    
    
    13,979
    
    
    
    12,259Accrued expenses
    
    
    14,022
    
    
    
    21,141Other current liabilities
    
    
    3,826
    
    
    
    3,614Deferred revenue
    
    
    2,549
    
    
    
    1,539Income taxes payable
    
    
    2,218
    
    
    
    1,568Total current liabilities
    
    
    38,047
    
    
    
    41,774Long-term debt, vendor financing and convertible debentures
    
    
    22,593
    
    
    
    23,709Long-term accrued liabilities
    
    
    84
    
    
    
    Long-term deferred revenue
    
    
    968
    
    
    
    595Long-term deferred tax liability
    
    
    240
    
    
    
    119Total liabilities
    
    
    61,932
    
    
    
    66,197Commitments and contingenciesStockholders equity:Preferred stock, $.01 par value, 500,000 shares authorized, none issued
    
    
    
    
    
    
    Common stock, $.01 par value, 28,200,000 shares authorized, including 3,200,000
designated Class B:Common stock  13,765,857 and 13,452,007 shares issued and outstanding
at March 31, 2010 and March 31, 2009, respectively
    
    
    138
    
    
    
    135Class B stock  1,162,500 shares issued and outstanding
at March 31, 2010 and March 31, 2009, respectively
    
    
    12
    
    
    
    12Additional paid-in capital
    
    
    100,269
    
    
    
    95,808Accumulated other comprehensive income
    
    
    3,016
    
    
    
    3,072Retained earnings (accumulated deficit)
    
    
    5,476
    
    
    
    (2,587
    )Total stockholders equity
    
    
    108,911
    
    
    
    96,440Total liabilities and stockholders equity
    
    $
    170,843
    
    
    $
    162,637
  44




---



##### Table of Contents



CHINDEX INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except share and per share data)
 Years ended March 31,2010
    
    
    2009
    
    
    2008Product sales
    
    $
    85,413
    
    
    $
    92,085
    
    
    $
    64,241Healthcare services revenue
    
    
    85,778
    
    
    
    79,357
    
    
    
    65,817Total revenue
    
    
    171,191
    
    
    
    171,442
    
    
    
    130,058Costs and expensesProduct sales costs
    
    
    62,059
    
    
    
    69,027
    
    
    
    47,679Healthcare services costs
    
    
    66,467
    
    
    
    67,084
    
    
    
    51,810Selling and marketing expenses
    
    
    14,361
    
    
    
    13,284
    
    
    
    12,175General and administrative expenses
    
    
    13,892
    
    
    
    13,888
    
    
    
    10,055Income from operations
    
    
    14,412
    
    
    
    8,159
    
    
    
    8,339Other (expenses) and incomeInterest expense
    
    
    (983
    )
    
    
    (1,004
    )
    
    
    (3,575
    )Interest income
    
    
    1,487
    
    
    
    1,738
    
    
    
    1,159Miscellaneous (expense) income  net
    
    
    (616
    )
    
    
    (1,242
    )
    
    
    (226
    )Income before income taxes
    
    
    14,300
    
    
    
    7,651
    
    
    
    5,697Provision for income taxes
    
    
    (6,096
    )
    
    
    (2,687
    )
    
    
    (2,042
    )Net income
    
    $
    8,204
    
    
    $
    4,964
    
    
    $
    3,655Net income per common share  basic
    
    $
    .56
    
    
    $
    .34
    
    
    $
    .32Weighted average shares outstanding  basic
    
    
    14,579,759
    
    
    
    14,410,033
    
    
    
    11,369,607Net income per common share  diluted
    
    $
    .52
    
    
    $
    .31
    
    
    $
    .27Weighted average shares outstanding  diluted
    
    
    16,132,339
    
    
    
    16,021,723
    
    
    
    13,361,443
  45




---



##### Table of Contents



CHINDEX INTERNATIONAL, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands)
 Years ended March 31,2010
    
    
    2009
    
    
    2008OPERATING ACTIVITIESNet income
    
    $
    8,204
    
    
    $
    4,964
    
    
    $
    3,655Adjustments to reconcile net income to net cash provided by (used in) operating activities:Depreciation and amortization
    
    
    4,092
    
    
    
    3,594
    
    
    
    3,165Provision for sales demonstration inventory
    
    
    541
    
    
    
    652
    
    
    
    706Inventory write down
    
    
    342
    
    
    
    295
    
    
    
    600Provision for doubtful accounts
    
    
    1,467
    
    
    
    1,643
    
    
    
    1,673Loss on disposal of property and equipment
    
    
    16
    
    
    
    297
    
    
    
    245Deferred income taxes
    
    
    704
    
    
    
    (1,835
    )
    
    
    (547
    )Stock based compensation
    
    
    3,283
    
    
    
    2,881
    
    
    
    1,341Foreign exchange gain
    
    
    (385
    )
    
    
    (342
    )
    
    
    (604
    )Amortization of debt issuance costs
    
    
    9
    
    
    
    9
    
    
    
    3Amortization of debt discount
    
    
    247
    
    
    
    247
    
    
    
    2,860Early redemption penalties for variable-return CDs
    
    
    
    
    
    
    1,080
    
    
    
    Non-cash interest income on variable-return CDs
    
    
    
    
    
    
    (552
    )
    
    
    Non-cash charge for change in fair value of warrants
    
    
    659
    
    
    
    
    
    
    
    Changes in operating assets and liabilities:Restricted cash
    
    
    349
    
    
    
    (2,374
    )
    
    
    479Accounts receivable
    
    
    12,888
    
    
    
    (27,676
    )
    
    
    (2,190
    )Inventories
    
    
    (3,918
    )
    
    
    (319
    )
    
    
    (454
    )Other current assets and other assets
    
    
    (432
    )
    
    
    (467
    )
    
    
    570Accounts payable, accrued expenses, other current liabilities and deferred revenue
    
    
    (3,926
    )
    
    
    14,620
    
    
    
    774Income taxes payable
    
    
    649
    
    
    
    1,217
    
    
    
    (344
    )Net cash provided by (used in) operating activities
    
    
    24,789
    
    
    
    (2,066
    )
    
    
    11,932INVESTING ACTIVITIESPurchases of short-term investments and CDs
    
    
    (4,024
    )
    
    
    (90,950
    )
    
    
    Proceeds from redemption of CDs
    
    
    18,331
    
    
    
    38,920
    
    
    
    Purchases of property and equipment
    
    
    (7,086
    )
    
    
    (5,721
    )
    
    
    (3,207
    )Net cash provided by (used in) investing activities
    
    
    7,221
    
    
    
    (57,751
    )
    
    
    (3,207
    )FINANCING ACTIVITIESProceeds from debt, vendor financing and convertible debentures
    
    
    
    
    
    
    
    
    
    
    40,000Debt issuance costs
    
    
    
    
    
    
    (278
    )
    
    
    (993
    )Repayment of debt, vendor financing and capitalized leases
    
    
    (1,693
    )
    
    
    (120
    )
    
    
    (3,387
    )Repurchase of restricted stock for income tax withholding
    
    
    (109
    )
    
    
    
    
    
    
    Proceeds from issuance of common stock
    
    
    
    
    
    
    
    
    
    
    19,949Proceeds from exercise of stock options and warrants
    
    
    490
    
    
    
    345
    
    
    
    4,392Net cash (used in) provided by financing activities
    
    
    (1,312
    )
    
    
    (53
    )
    
    
    59,961Effect of foreign exchange rate changes on cash and cash equivalents
    
    
    (337
    )
    
    
    905
    
    
    
    1,466Net increase (decrease) in cash and cash equivalents
    
    
    30,361
    
    
    
    (58,965
    )
    
    
    70,152Cash and cash equivalents at beginning of year
    
    
    20,293
    
    
    
    79,258
    
    
    
    9,106Cash and cash equivalents at end of year
    
    $
    50,654
    
    
    $
    20,293
    
    
    $
    79,258Supplemental disclosures of cash flow information:Cash paid for interest
    
    $
    641
    
    
    $
    648
    
    
    $
    740Cash paid for taxes
    
    $
    4,770
    
    
    $
    3,303
    
    
    $
    2,869Non-cash investing and financing activities consist of the following:Property and equipment additions included in accounts payable
    
    $
    532
    
    
    $
    
    
    
    $
    Cashless exercise of warrants at fair value
    
    $
    800
    
    
    $
    
    
    
    $
    Transfer of demonstration equipment from property and equipment to inventory
    
    
    
    
    
    $
    
    
    
    $
    1,251Acquisition of inventory through vendor financing agreement
    
    $
    
    
    
    $
    2,294
    
    
    $
    651Conversion
of convertible debt into common stock (net of unamortized debt
issuance costs of $160)
    
    $
    
    
    
    $
    
    
    
    $
    24,840
  46




---



##### Table of Contents



CHINDEX INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
For the years ended March 31, 2010, 2009 and 2008
(in thousands except share data)
 Retained
    
    
    AccumulatedEarnings
    
    
    OtherCommon Stock
    
    
    Common Stock Class B
    
    
    Additional Paid In
    
    
    Accumulated
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Income
    
    
    TotalBalance at March 31, 2007
    
    
    9,498,518
    
    
    $
    95
    
    
    
    1,162,500
    
    
    $
    12
    
    
    $
    38,911
    
    
    $
    (11,206
    )
    
    $
    106
    
    
    $
    27,918Net income 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,655
    
    
    
    
    
    
    
    3,655Foreign currency
translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,104
    
    
    
    2,104Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,759Stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,341
    
    
    
    
    
    
    
    
    
    
    
    1,341Shares issued
    
    
    2,424,569
    
    
    
    24
    
    
    
    
    
    
    
    
    
    
    
    44,765
    
    
    
    
    
    
    
    
    
    
    
    44,789Beneficial conversion
feature on convertible
debt, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,189
    
    
    
    
    
    
    
    
    
    
    
    3,189Options and warrants
exercised, and issuance
of restricted stock
    
    
    1,151,506
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    4,380
    
    
    
    
    
    
    
    
    
    
    
    4,392Balance at March 31, 2008
    
    
    13,074,593
    
    
    
    131
    
    
    
    1,162,500
    
    
    
    12
    
    
    
    92,586
    
    
    
    (7,551
    )
    
    
    2,210
    
    
    
    87,388Net income 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,964
    
    
    
    
    
    
    
    4,964Foreign currency
translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    862
    
    
    
    862Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,826Stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,881
    
    
    
    
    
    
    
    
    
    
    
    2,881Options and warrants
exercised and issuance
of restricted stock
    
    
    377,414
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    341
    
    
    
    
    
    
    
    
    
    
    
    345Balance at March 31, 2009
    
    
    13,452,007
    
    
    
    135
    
    
    
    1,162,500
    
    
    
    12
    
    
    
    95,808
    
    
    
    (2,587
    )
    
    
    3,072
    
    
    
    96,440Net income 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,204
    
    
    
    
    
    
    
    8,204Foreign currency
translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (56
    )
    
    
    (56
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,148Cumulative effect of
change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (141
    )
    
    
    
    
    
    
    (141
    )Stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,283
    
    
    
    
    
    
    
    
    
    
    
    3,283Exercise of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    800
    
    
    
    
    
    
    
    
    
    
    
    800Options and warrants
exercised and issuance
of restricted stock
    
    
    313,850
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    378
    
    
    
    
    
    
    
    
    
    
    
    381Balance at March 31, 2010
    
    
    13,765,857
    
    
    $
    138
    
    
    
    1,162,500
    
    
    $
    12
    
    
    $
    100,269
    
    
    $
    5,476
    
    
    $
    3,016
    
    
    $
    108,911
  47




---



##### Table of Contents



CHINDEX INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010
 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     Policies and procedures
 FASB Accounting Standards Codification
   Consolidation
  48




---



##### Table of Contents



Revenue Recognition
      Accounts Receivable
  49




---



##### Table of Contents



Inventories
    Property and Equipment
   Income Taxes
    50




---



##### Table of Contents



Cash Equivalents and Restricted Cash
  Earnings Per Share
   Stock- Based Compensation
     51




---



##### Table of Contents



Volatility
    
    75.00% - 76.80%Dividend yield
    
    0.00%Risk-free interest rate
    
    2.70%Expected average life
    
    6.0 years
  Volatility
    
    70.00% - 72.60%Dividend yield
    
    0.00%Risk-free interest rate
    
    3.27%Expected average life
    
    7.0 years
  Volatility
    
    71.36% - 71.82%Dividend yield
    
    0.00%Risk-free interest rate
    
    3.61% - 4.12%Expected average life
    
    7.0 years
   Debt Issuance Costs
  Dividends
  52




---



##### Table of Contents



Foreign Currencies
  Use of Estimates
  Reclassifications
  Recent Accounting Pronouncements
   53




---



##### Table of Contents



2. INVESTMENTS
  March 31, 2010
    
    
    March 31, 2009Current investments:Certificates of deposit
    
    $
    33,322
    
    
    $
    49,052U.S. Government Sponsored Enterprises
    
    
    3,263
    
    
    
    2,450Corporate bonds
    
    
    622
    
    
    
    Total current investments
    
    $
    37,207
    
    
    $
    51,502
   54




---



##### Table of Contents



3. ACCOUNTS RECEIVABLE
 March 31, 2010
    
    
    March 31, 2009Product sales, other than loan projects
    
    $
    11,356
    
    
    $
    20,787Loan projects
    
    
    11,404
    
    
    
    17,207Product sales receivables
    
    
    22,760
    
    
    
    37,994Patient service receivables
    
    
    10,357
    
    
    
    8,837$
    33,117
    
    
    $
    46,831
  4. INVENTORIES, NET
 March 31, 2010
    
    
    March 31, 2009Inventories, net, consist of the following:Merchandise and demonstration inventory, net
    
    $
    10,856
    
    
    $
    8,235Healthcare services inventory
    
    
    1,063
    
    
    
    919Spare parts, net
    
    
    2,492
    
    
    
    2,192$
    14,411
    
    
    $
    11,346
  55




---



##### Table of Contents



5. PROPERTY AND EQUIPMENT, NET
 March 31, 2010
    
    
    March 31, 2009Property and equipment, net consists of the following:Furniture and equipment
    
    $
    18,620
    
    
    $
    17,917Vehicles
    
    
    124
    
    
    
    21Construction in progress
    
    
    3,885
    
    
    
    741Leasehold improvements
    
    
    19,654
    
    
    
    19,39542,283
    
    
    
    38,074Less: accumulated depreciation and amortization
    
    
    (18,605
    )
    
    
    (17,441
    )$
    23,678
    
    
    $
    20,633
  6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
 March 31, 2010
    
    
    March 31, 2009Accrued expenses:Accrued contract expenses
    
    $
    4,250
    
    
    $
    13,797Accrued expenses- healthcare services
    
    
    2,602
    
    
    
    1,761Accrued compensation
    
    
    5,834
    
    
    
    5,101Accrued expenses- other
    
    
    1,336
    
    
    
    482$
    14,022
    
    
    $
    21,141Other current liabilities:Accrued other taxes payable- non-income
    
    $
    895
    
    
    $
    777Customer deposits
    
    
    1,935
    
    
    
    1,561Current deferred tax liabilities
    
    
    49
    
    
    
    Other current liabilities
    
    
    947
    
    
    
    1,276$
    3,826
    
    
    $
    3,614
 56




---



##### Table of Contents



7. DEBT
  March 31, 2010
    
    
    March 31, 2009Short term
    
    
    Long term
    
    
    Short term
    
    
    Long termVendor financing  Product Sales
    
    $
    1,453
    
    
    $
    
    
    
    $
    1,568
    
    
    $
    1,377Vendor financing  Healthcare Services
    
    
    
    
    
    
    
    
    
    
    63
    
    
    
    Long term loan
    
    
    
    
    
    
    9,505
    
    
    
    
    
    
    
    9,491Convertible notes, net of debt discount
    
    
    
    
    
    
    13,088
    
    
    
    
    
    
    
    12,841$
    1,453
    
    
    $
    22,593
    
    
    $
    1,631
    
    
    $
    23,709
 Vendor financing  Product Sales
  Line of credit
  Long term loan- IFC 2005
  57




---



##### Table of Contents



Convertible Notes- JPM
       58




---



##### Table of Contents



Loan Facility- IFC 2007
     59




---



##### Table of Contents



Loan Facility- DEG 2008
      Debt Payments Schedule and Restricted Cash
  60




---



##### Table of Contents



Total
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    2015
    
    
    ThereafterLong term loan
(sinking fund
deposits)
    
    $
    9,505
    
    
    $
    951
    
    
    $
    950
    
    
    $
    1,901
    
    
    $
    1,901
    
    
    $
    1,901
    
    
    $
    1,901Convertible notes
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000Vendor financing
    
    
    1,453
    
    
    
    1,453
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    25,958
    
    
    $
    2,404
    
    
    $
    950
    
    
    $
    1,901
    
    
    $
    1,901
    
    
    $
    1,901
    
    
    $
    16,901
  8. STOCKHOLDERS EQUITY
 Common Stock
  Stock Option Plan
  61




---



##### Table of Contents



Number of Shares
    
    


Weighted Average Grant-Date Fair ValueNonvested options outstanding, March 31, 2009
    
    
    762,934
    
    
    $
    9.40Granted
    
    
    223,150
    
    
    
    8.89Vested
    
    
    (210,287
    )
    
    
    9.19Canceled
    
    
    (117,676
    )
    
    
    10.34Nonvested options outstanding, March 31, 2010
    
    
    658,121
    
    
    $
    9.12
  Number of Shares
    
    

Weighted Average 
Grant-Date Fair ValueNonvested options outstanding, March 31, 2008
    
    
    332,776
    
    
    $
    8.91Granted
    
    
    530,050
    
    
    
    9.34Vested
    
    
    (92,579
    )
    
    
    8.66Canceled
    
    
    (7,313
    )
    
    
    9.52Nonvested options outstanding, March 31, 2009
    
    
    762,934
    
    
    $
    9.40
  Number of Shares
    
    

Weighted Average
 Grant-Date Fair ValueNonvested options outstanding, March 31, 2007
    
    
    40,300
    
    
    $
    3.48Granted
    
    
    324,750
    
    
    
    9.13Vested
    
    
    (23,274
    )
    
    
    3.24Canceled
    
    
    (9,000
    )
    
    
    3.07Nonvested options outstanding, March 31, 2008
    
    
    332,776
    
    
    $
    8.91
  62




---



##### Table of Contents



Number of
    
    
    Aggregate Intrinsicshares underlying
    
    
    Value of Restrictedrestricted stock
    
    
    Stock (in thousands) *Outstanding as of March 31, 2009
    
    
    135,290Granted
    
    
    118,000Vested
    
    
    (97,225
    )Forfeited
    
    
    (13,169
    )Outstanding as of March 31, 2010
    
    
    142,896
    
    
    $
    1,688Expected to vest
    
    
    134,321
    
    
    $
    1,586
  Number of
    
    
    Aggregate Intrinsicshares underlying
    
    
    Value of Restrictedrestricted stock
    
    
    Stock (in thousands) *Outstanding as of March 31, 2008
    
    
    121,323Granted
    
    
    96,000Vested
    
    
    (82,033
    )Forfeited
    
    
    Outstanding as of March 31, 2009
    
    
    135,290
    
    
    $
    672Expected to vest
    
    
    127,172
    
    
    $
    632
  Number of
    
    
    Aggregate Intrinsicshares underlying
    
    
    Value of Restrictedrestricted stock
    
    
    Stock (in thousands) *Outstanding as of March 31, 2007
    
    
    42,000Granted
    
    
    124,322Vested
    
    
    (40,499
    )Forfeited
    
    
    (4,500
    )Outstanding as of March 31, 2008
    
    
    121,323
    
    
    $
    3,054Expected to vest
    
    
    114,044
    
    
    $
    2,870
   63




---



##### Table of Contents



Aggregate Intrinsic
    
    
    
    
    
    
    
    
    
    
    Aggregate Intrinsic
    
    
    
    
    
    
    
    
    
    
    Aggregate IntrinsicWeighted Average
    
    
    Value (in
    
    
    
    
    
    
    Weighted Average
    
    
    Value (in
    
    
    
    
    
    
    Weighted Average
    
    
    Value (in2010
    
    
    Exercise Price
    
    
    thousands)*
    
    
    2009
    
    
    Exercise Price
    
    
    thousands)*
    
    
    2008
    
    
    Exercise Price
    
    
    thousands)*Options outstanding,
beginning of year
    
    
    1,789,184
    
    
    $
    8.10
    
    
    
    
    
    
    
    1,309,459
    
    
    $
    6.01
    
    
    
    
    
    
    
    1,700,459
    
    
    $
    3.48Granted
    
    
    223,150
    
    
    
    13.20
    
    
    
    
    
    
    
    530,050
    
    
    
    13.42
    
    
    
    
    
    
    
    324,750
    
    
    
    13.55Exercised
    
    
    (172,247
    )
    
    
    4.62
    
    
    
    
    
    
    
    (37,500
    )
    
    
    9.17
    
    
    
    
    
    
    
    (686,181
    )
    
    
    3.25Canceled
    
    
    (124,801
    )
    
    
    14.56
    
    
    
    
    
    
    
    (12,825
    )
    
    
    12.30
    
    
    
    
    
    
    
    (29,569
    )
    
    
    7.36Options outstanding, end
of year
    
    
    1,715,286
    
    
    $
    8.64
    
    
    $
    7,124
    
    
    
    1,789,184
    
    
    $
    8.10
    
    
    $
    1,976
    
    
    
    1,309,459
    
    
    $
    6.01
    
    
    $
    25,085Weighted Average
Remaining Contractual
Term (Years)
    
    
    5.89
    
    
    
    
    
    
    
    
    
    
    
    6.43
    
    
    
    
    
    
    
    
    
    
    
    6.02Options exercisable at
end of year
    
    
    1,057,165
    
    
    $
    5.80
    
    
    $
    6,873
    
    
    
    1,026,250
    
    
    $
    4.11
    
    
    $
    1,976
    
    
    
    976,683
    
    
    $
    3.56
    
    
    $
    21,106Options exercisable at
end of year and expected
to be exercisable**
    
    
    1,675,799
    
    
    $
    8.53
    
    
    $
    7,109
    
    
    
    1,743,408
    
    
    $
    7.95
    
    
    $
    
    
    
    
    1,289,493
    
    
    $
    5.90
    
    
    $
    24,846
 
 *
    
    The aggregate intrinsic value on this table was calculated based on the positive difference
between the closing market price of the Companys common stock on March 31, 2010, 2009 and
2008 ($11.81, $4.97 and $25.17, respectively) and the exercise price of the underlying options.**
    
    Options exercisable at March 31, 2010, 2009 and 2008, and expected to be exercisable include
both vested options and non-vested options outstanding less our expected forfeiture rate. Security Issuances  Warrants Exercised
  64




---



##### Table of Contents



Securities Issuances Private Placement:
  Securities Purchase Agreement- IFC:
  Shares of Common Stock Reserved
  9. EARNINGS PER SHARE
  65




---



##### Table of Contents



Years ended March 31,2010
    
    
    2009
    
    
    2008Basic net income per share computation:Numerator:Net income
    
    $
    8,204
    
    
    $
    4,964
    
    
    $
    3,655Denominator:Weighted average shares outstanding- basic
    
    
    14,579,759
    
    
    
    14,410,033
    
    
    
    11,369,607Net income per common share  basic:
    
    $
    .56
    
    
    $
    0.34
    
    
    $
    0.32Diluted net income per share computation:Numerator:Net income
    
    $
    8,204
    
    
    $
    4,964
    
    
    $
    3,655Interest expense for convertible notes
    
    
    256
    
    
    
    
    
    
    
    Numerator for diluted earnings per share
    
    $
    8,460
    
    
    $
    4,964
    
    
    $
    3,655Denominator:Weighted average shares outstanding- basic
    
    
    14,579,759
    
    
    
    14,410,033
    
    
    
    11,369,607Effect of dilutive securities:Shares issuable upon exercise of dilutive
outstanding stock options, conversion of
convertible debentures, vesting of
restricted stock and exercise of warrants:
    
    
    1,552,580
    
    
    
    1,611,690
    
    
    
    1,991,836Weighted average shares outstanding-diluted
    
    
    16,132,339
    
    
    
    16,021,723
    
    
    
    13,361,443Net income per common share  diluted:
    
    $
    .52
    
    
    $
    .31
    
    
    $
    .27
   Years ended March 31,2010
    
    
    2009
    
    
    2008Number of shares considered antidulitive for calculating dilutednet income per share:
    
    
    597,138
    
    
    
    9,000
    
    
    
    390,900
 10. INCOME TAXES
  2010
    
    
    2009
    
    
    2008U.S.
    
    $
    (3,311
    )
    
    $
    421
    
    
    $
    (5,832
    )Foreign
    
    
    17,611
    
    
    
    7,230
    
    
    
    11,529Total
    
    $
    14,300
    
    
    $
    7,651
    
    
    $
    5,697
 66




---



##### Table of Contents



2010
    
    
    2009
    
    
    2008Current:Federal
    
    $
    (8
    )
    
    $
    (64
    )
    
    $
    (8
    )State
    
    
    
    
    
    
    
    
    
    
    Foreign
    
    
    (5,384
    )
    
    
    (4,458
    )
    
    
    (2,581
    )(5,392
    )
    
    
    (4,522
    )
    
    
    (2,589
    )Deferred:Federal
    
    
    
    
    
    
    
    
    
    
    1,667State
    
    
    
    
    
    
    
    
    
    
    (144
    )Foreign
    
    
    (704
    )
    
    
    1,835
    
    
    
    (976
    )(704
    )
    
    
    1,835
    
    
    
    547Total provision
    
    $
    (6,096
    )
    
    $
    (2,687
    )
    
    $
    (2,042
    )
  2010
    
    
    2009
    
    
    2008Income tax expense at federal statutory rate
    
    
    34.0
    %
    
    
    34.0
    %
    
    
    34.0
    %State taxes (net of federal benefit)
    
    
    (1.3
    )%
    
    
    0.9
    %
    
    
    (5.6
    )%Foreign rate differential
    
    
    (12.1
    )%
    
    
    (15.6
    )%
    
    
    (24.2
    )%Change in valuation allowance
    
    
    11.8
    %
    
    
    (13.0
    )%
    
    
    23.9
    %Change in tax rate
    
    
    0.6
    %
    
    
    10.2
    %
    
    
    1.2
    %Stock-based compensation
    
    
    1.7
    %
    
    
    3.8
    %
    
    
    0.6
    %Nondeductible selling costs
    
    
    2.6
    %
    
    
    4.6
    %
    
    
    4.7
    %Other permanent differences
    
    
    5.2
    %
    
    
    8.0
    %
    
    
    (1.5
    )%Other
    
    
    0.1
    %
    
    
    2.2
    %
    
    
    2.7
    %42.6
    %
    
    
    35.1
    %
    
    
    35.8
    %
  67




---



##### Table of Contents



2010
    
    
    2009Deferred tax assets, net:Allowance for doubtful accounts
    
    $
    1,461
    
    
    $
    1,286Deferred revenue
    
    
    480
    
    
    
    234Accrued expenses
    
    
    1,410
    
    
    
    681Sales commissions
    
    
    449
    
    
    
    317Net operating loss carryforwards
    
    
    2,689
    
    
    
    3,713Alternative minimum tax
    
    
    107
    
    
    
    100Depreciation
    
    
    138
    
    
    
    Start-up costs
    
    
    2
    
    
    
    219Stock compensation
    
    
    1,171
    
    
    
    564Other
    
    
    633
    
    
    
    5048,540
    
    
    
    7,618Valuation allowance
    
    
    (5,129
    )
    
    
    (3,424
    )Deferred tax assets, net of valuation
allowance
    
    
    3,411
    
    
    
    4,194Deferred tax liabilities:Convertible debt beneficial conversion feature
    
    
    (754
    )
    
    
    (852
    )Depreciation
    
    
    
    
    
    
    (20
    )Total deferred tax liabilities
    
    
    (754
    )
    
    
    (872
    )Total net deferred taxes
    
    $
    2,657
    
    
    $
    3,322
     68




---



##### Table of Contents



1.
    
    a discrete increase in the valuation allowance of $622,000 in certain
foreign jurisdictions whereby management determined it was not more likely than not
that the deferred tax assets would be realized; and2.
    
    an increase of $1.0 million in deferred tax assets due to increased
losses and other timing differences in U.S. and certain foreign jurisdictions with
a corresponding increase in the valuation allowance.
     11. COMMITMENTS
 Leases
  69




---



##### Table of Contents



Year ending March 31:2011
    
    
    4,4362012
    
    
    3,2392013
    
    
    2,4412014
    
    
    1,9152015
    
    
    1,851Thereafter
    
    
    11,900Net minimum rental commitments
    
    $
    25,782
   12. FAIR VALUE OF FINANCIAL INSTRUMENTS
  70




---



##### Table of Contents



As of March 31, 2010:
 QuotedPrices inActive Markets for
    
    
    Significant Other
    
    
    SignificantIdentical Assets
    
    
    Observable Inputs
    
    
    Unobservable InputsDescription
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)AssetsU.S. Government Sponsored
Enterprises
    
    $
    3,263
    
    
    $
    
    
    
    $
    3,263
    
    
    $
    Corporate Bonds
    
    
    622
    
    
    
    
    
    
    
    622
    
    
    
    Total
    
    $
    3,885
    
    
    $
    
    
    
    $
    3,885
    
    
    $
    
 As of March 31, 2009:
 Quoted Prices inActive Markets for
    
    
    Significant Other
    
    
    SignificantIdentical Assets
    
    
    Observable Inputs
    
    
    Unobservable InputsDescription
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)AssetsU.S. Government Sponsored
Enterprises
    
    $
    2,450
    
    
    $
    
    
    
    $
    2,450
    
    
    $
    Corporate Bonds
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    2,450
    
    
    $
    
    
    
    $
    2,450
    
    
    $
    
    71




---



##### Table of Contents



WarrantsBalance, April 1, 2009
    
    
    Cumulative effect adjustment
    
    
    141Total (gains) losses realized or unrealized
included in earnings
    
    
    659Purchases, sales, issuances, and settlements, net
    
    
    (800
    )Balance, March 31,
2010
    
    $
    
  12 MonthsEnded3/31/10Realized (gains) losses included in earnings on warrants
exercised
    
    $
    659Total (gains) losses realized or unrealized included in earnings
    
    $
    659
 13. CONCENTRATIONS OF CREDIT RISK
   72




---



##### Table of Contents



14. SIGNIFICANT CUSTOMERS/SUPPLIERS
   15. ACCOUNTING FOR VARIABLE INTEREST ENTITIES (VIE)
   16. SEGMENT REPORTING
  73




---



##### Table of Contents



Healthcare Services
    
    
    Medical Products
    
    
    TotalFor the year ended March 31, 2010Sales and service revenue
    
    $
    85,778
    
    
    $
    85,413
    
    
    $
    171,191Gross Profit
    
    
    n/a
    *
    
    
    23,354
    
    
    
    n/aGross Profit %
    
    
    n/a
    *
    
    
    27
    %
    
    
    n/aIncome (loss) from operations before foreign exchange
    
    $
    14,393
    
    
    $
    (366
    )
    
    $
    14,027Foreign exchange gain
    
    
    
    
    
    
    
    
    
    
    385Income from operations
    
    
    
    
    
    
    
    
    
    $
    14,412Other (expense), net
    
    
    
    
    
    
    
    
    
    
    (112
    )Income before income taxes
    
    
    
    
    
    
    
    
    
    $
    14,300Assets as of March 31, 2010
    
    $
    112,929
    
    
    $
    57,914
    
    
    $
    170,843
 Healthcare Services
    
    
    Medical Products
    
    
    TotalFor the year ended March 31, 2009Sales and service revenue
    
    $
    79,357
    
    
    $
    92,085
    
    
    $
    171,442Gross Profit
    
    
    n/a
    *
    
    
    23,058
    
    
    
    n/aGross Profit %
    
    
    n/a
    *
    
    
    25
    %
    
    
    n/aIncome from operations before foreign exchange
    
    $
    7,309
    
    
    $
    508
    
    
    $
    7,817Foreign exchange gain
    
    
    
    
    
    
    
    
    
    
    342Income from operations
    
    
    
    
    
    
    
    
    
    $
    8,159Other (expense), net
    
    
    
    
    
    
    
    
    
    
    (508
    )Income before income taxes
    
    
    
    
    
    
    
    
    
    $
    7,651Assets as of March 31, 2009
    
    $
    94,675
    
    
    $
    67,962
    
    
    $
    162,637
 Healthcare Services
    
    
    Medical Products
    
    
    TotalFor the year ended March 31, 2008Sales and service revenue
    
    $
    65,817
    
    
    $
    64,241
    
    
    $
    130,058Gross Profit
    
    
    n/a
    *
    
    
    16,562
    
    
    
    n/aGross Profit %
    
    
    n/a
    *
    
    
    26
    %
    
    
    n/aIncome (loss) from operations before foreign exchange
    
    $
    10,342
    
    
    $
    (2,607
    )
    
    $
    7,735Foreign exchange gain
    
    
    
    
    
    
    
    
    
    
    604Income from operations
    
    
    
    
    
    
    
    
    
    $
    8,339Other (expense), net
    
    
    
    
    
    
    
    
    
    
    (2,642
    )Income before income taxes
    
    
    
    
    
    
    
    
    
    $
    5,697Assets as of March 31, 2008
    
    $
    93,727
    
    
    $
    42,252
    
    
    $
    135,979
 
 *
    
    Gross profit margins not routinely calculated in the healthcare industry. 74




---



##### Table of Contents



17. SELECTED QUARTERLY DATA (UNAUDITED)
 First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterFor the year ended March 31, 2010:Revenue
    
    $
    45,331
    
    
    $
    38,119
    
    
    $
    46,484
    
    
    $
    41,256Income before income taxes
    
    
    4,826
    
    
    
    1,547
    
    
    
    6,620
    
    
    
    1,306Net income
    
    
    3,253
    
    
    
    538
    
    
    
    3,898
    
    
    
    515Net income per common share  basic
    
    
    .22
    
    
    
    .04
    
    
    
    .27
    
    
    
    .04Net income per common share  diluted
    
    
    .20
    
    
    
    .03
    
    
    
    .24
    
    
    
    .03For the year ended March 31, 2009:Revenue
    
    $
    32,068
    
    
    $
    38,110
    
    
    $
    41,600
    
    
    $
    59,664Income before income taxes
    
    
    1,003
    
    
    
    1,113
    
    
    
    1,504
    
    
    
    4,031Net (loss) income
    
    
    (161
    )
    
    
    862
    
    
    
    846
    
    
    
    3,417Net (loss) income per common share  basic
    
    
    (.01
    )
    
    
    .06
    
    
    
    .06
    
    
    
    .24Net (loss) income per common share  diluted
    
    
    (.01
    )
    
    
    .05
    
    
    
    .05
    
    
    
    .22
 18. SUBSEQUENT EVENTS
    75




---



##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
 ITEM 9A. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures.
   Changes in Internal Control of Financial Reporting During the Quarter
  76




---



##### Table of Contents



Managements Annual Report on Internal Control over Financial Reporting
    
 ITEM 9B. OTHER INFORMATION
 
 .
 
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
  
 ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  77




---



##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
          Balancebeginning
    
    Additions
    
    Additions not
    
    
    
    
    
    Balance endDescription (amounts in thousands)
    
    of year
    
    expensed
    
    expensed
    
    Deductions
    
    of yearFor the year ended March 31, 2010:Allowance for doubtful receivables
    
    $
    5,041
    
    
    
    1,467
    
    
    
    6
    
    
    
    356
    
    
    $
    6,158Inventory valuation allowance
    
    $
    151
    
    
    
    342
    
    
    
    
    
    
    
    217
    
    
    $
    276Deferred income tax valuation allowance
    
    $
    3,424
    
    
    
    1,671
    
    
    
    2
    
    
    
    
    
    
    $
    5,097Demonstration
inventory allowance
    
    $
    2,264
    
    
    
    541
    
    
    
    
    
    
    
    408
    
    
    $
    2,397For the year ended March 31, 2009:Allowance for doubtful receivables
    
    $
    3,940
    
    
    
    1,643
    
    
    
    116
    
    
    
    658
    
    
    $
    5,041Inventory valuation allowance
    
    $
    
    
    
    
    295
    
    
    
    
    
    
    
    144
    
    
    $
    151Deferred income tax valuation allowance
    
    $
    4,583
    
    
    
    
    
    
    
    (167
    )
    
    
    992
    
    
    $
    3,424Litigation accrual
    
    $
    921
    
    
    
    
    
    
    
    
    
    
    
    921
    
    
    $
    Demonstration
inventory allowance
    
    $
    1,232
    
    
    
    652
    
    
    
    380
    
    
    
    
    
    
    $
    2,264For the year ended March 31, 2008:Allowance for doubtful receivables
    
    $
    2,827
    
    
    
    1,673
    
    
    
    169
    
    
    
    729
    
    
    $
    3,940Inventory valuation allowance
    
    $
    
    
    
    
    600
    
    
    
    
    
    
    
    600
    
    
    $
    Deferred income tax valuation allowance
    
    $
    3,081
    
    
    
    1,361
    
    
    
    141
    
    
    
    
    
    
    $
    4,583Litigation accrual
    
    $
    323
    
    
    
    700
    
    
    
    41
    
    
    
    143
    
    
    $
    921Demonstration
inventory allowance
    
    $
    986
    
    
    
    706
    
    
    
    
    
    
    
    460
    
    
    $
    1,232
    3.1
    
    Amended and Restated Certificate of Incorporation of the Company dated October 28, 2004. Incorporated by
reference to Exhibit 3.1 to the Companys Annual Report on Form 10-K for the fiscal year ended March 31, 2005.3.2
    
    Amendment to Certificate of Incorporation dated July 10, 2007. Incorporated by reference to Exhibit 3.1 to
the Companys Current Report on Form 8-K dated July 10, 2007.
 78




---



##### Table of Contents



3.3
    
    By-laws of the Company. Incorporated by reference to Annex C to the Companys Proxy Statement on Schedule 14A
filed on June 7, 2002.3.4
    
    Certificate of Designations of Series A Junior Participating Preferred Stock of Chindex International, Inc.
Incorporated by reference to Exhibit 3.3 to the Companys Annual Report on Form 10-K for the fiscal year ended
March 31, 2007.4.1
    
    Form of Specimen Certificate representing the Common Stock. Incorporated by reference to Exhibit 4.2 to the
Registrants Registration Statement on Form SB-2 (No. 33-78446) (The IPO Registration Statement).4.2
    
    Form of Specimen Certificate representing the Class B Common Stock. Incorporated by reference to Exhibit 4.3
to the IPO Registration Statement.4.3
    
    Rights Agreement, dated as of June 7, 2007, between Chindex International, Inc. and American Stock Transfer &
Trust Company, as Rights Agent, which includes form of Right Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Stock as Exhibit C (incorporated by reference to Exhibit 4.1 to the Companys
Current Report on Form 8-K filed on June 7, 2007).4.4
    
    Amendment No. 1 to Rights Agreement dated November 4, 2007 between the Company and American Stock Transfer &
Trust Company, as Rights Agent. Incorporated by reference to Exhibit 10.2 to the Companys Current Report on
Form 8-K dated November 4, 2007.10.1*
    
    The Companys 1994 Stock Option Plan, as amended as of July 17, 2001. Incorporated by reference to Exhibit
10.1 to the Companys Quarterly Report on Form 10-Q for the six months ended June 30, 2001.10.2*
    
    The Companys 2004 Stock Incentive Plan. Incorporated by reference to Annex B to the Companys Proxy
Statement on Schedule 14A filed with the Securities and Exchange Commission on September 14, 2004.10.3*
    
    The Companys 2007 Stock Incentive Plan. Incorporated by reference to Exhibit 99.1 to the Companys Current
Report on Form 8-K dated September 11, 2007 (the September 11, 2007 Form 8-K).10.4*
    
    The Companys 2010 Executive Management Incentive Plan (EMIP). Incorporated by reference to Exhibit 10.35
to the Companys Quarterly Report on Form 10-Q for the nine months ended December 31, 2009.10.5*
    
    Form of Outside Director Restricted Stock Grant Letter. Incorporated by reference to Exhibit 99.2 to the to
the September 11, 2007 Form 8-K.10.6*
    
    Form of Employee Restricted Stock Grant Letter. Incorporated by reference to Exhibit 99.3 to the September 11,
2007 Form 8-K.10.7*
    
    Form of Employee Stock Option Grant Letter. Incorporated by reference to Exhibit 99.4 to the September 11,
2007 Form 8-K.10.8*
    
    Form of Stock Option Grant Letter for EMIP awards. Incorporated by reference to Exhibit 10.8 to the Companys
Annual Report on Form 10-K for the fiscal year ended March 31, 2009.10.9
    
    Lease Agreement between the School of Posts and Telecommunications and the Company dated November 8, 1995.
Incorporated by reference to Exhibit 10.14 to the Companys Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995.10.10
    
    Amendments Numbers One, Two and Three to the Lease Agreement between the School of Posts and
Telecommunications and the Company dated November 8, 1995, each such amendment dated November 26, 1996.
Incorporated by reference to Exhibit 10.13 to the Companys Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997.10.11
    
    Lease Agreement dated May 10, 1998, between the School of Posts and Telecommunications and the Company
relating to the lease of additional space. Incorporated by reference to Exhibit 10.13 to the Companys Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1998.10.12
    
    Contractual Joint Venture Contract between the Chinese Academy of Medical Sciences Union Medical &
Pharmaceutical Group Beijing Union Medical & Pharmaceutical General Corporation and the Company, dated
September 27, 1995. Incorporated by reference to Exhibit 10.16 to the Companys Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1995.10.13
    
    First Investment Loan Manager Demand Promissory Note dated July 10, 1997 between First National Bank of
Maryland and the Company. Incorporated by reference to Exhibit 10.16 to the Companys Annual Report on Form
10-KSB for the fiscal year ended December 31, 1997.10.14
    
    Distribution Agreement dated October 11, 2001 between Siemens AG and the Company, Incorporated by reference to
Exhibit 10.18 to the Companys Quarterly Report on Form 10-Q for the nine months ended September 30, 2001.10.15*
    
    Amended and Restated Employment Agreement, dated as of December 15, 2008, between the Company and Roberta
Lipson. Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the
period ended December 31, 2008.10.16*
    
    Amended and Restated Employment Agreement, dated as of December 15, 2008, between the Company and Elyse Beth
Silverberg. Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the
period ended December 31, 2008.10.17*
    
    Amended and Restated Employment Agreement, dated as of December 22, 2008, between the Company and Lawrence
Pemble. Incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the
period ended December 31, 2008.10.18*
    
    Employment Agreement, dated as of November 11, 2008, between the Company and Robert Low. Incorporated by
reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the period ended December 31,
2008.
 79




---



##### Table of Contents



10.19
    
    Securities Purchase Agreement dated November 7, 2007 between the Company and Magenta Magic Limited.
Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated November 7, 2007.10.20
    
    RMB Loan Agreement among Beijing United Family Health Center, Shanghai United Family Hospital, Inc. and
International Finance Corporation, dated October 10, 2005. Incorporated by reference to Exhibit 10.28 to the
Companys Quarterly Report on Form 10-Q for the six months ended December 31, 2005.10.21
    
    Guarantee Agreement between Chindex International, Inc. and International Finance Corporation, dated October
11, 2005. Incorporated by reference to Exhibit 10.29 to the Companys Quarterly Report on Form 10-Q for the
six months ended December 31, 2005.10.22
    
    Loan Agreement dated December 10, 2007 between the Company and International Finance Corporation. Incorporated
by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated December 10, 2007 (the December
10, 2007 Form 8-K).10.23
    
    Amendment to Loan Agreement dated as of January 3, 2008 between Chindex China Healthcare Finance, LLC and
International Finance Corporation. Incorporated by reference to Exhibit 4.1 to the Companys Current Report on
Form 8-K dated January 10, 2008 (the January 10, 2008 Form 8-K).10.24
    
    Securities Purchase Agreement dated December 10, 2007 between the Company and International Finance
Corporation. Incorporated by reference to Exhibit 10.1 to the December 10, 2007 Form 8-K.10.25
    
    Loan Agreement dated as of January 8, 2008 between Chindex China Healthcare Finance, LLC and DEG-Deutsche
Investitions-Und Entwicklungsgesellschaft. Incorporated by reference to Exhibit 4.1 to January 10, 2008 Form
8-K.10.26
    
    Amendment to Loan Agreement dated as of May 27, 2009 between Chindex China Healthcare Finance, LLC and
DEG-Deutsche Investitions-Und Entwicklungsgesellschaft. Incorporated by reference to Exhibit 10.27 to the
Companys Annual Report on Form 10-K for the fiscal year ended March 31, 2009.10.27
    
    SPV Guarantee Agreement dated as of January 8, 2008 between Chindex China Healthcare Finance, LLC and
DEG-Deutsche Investitions und Entwicklungsgesellschaft. Incorporated by reference to Exhibit 4.2 to the
January 10, 2008 Form 8-K.10.28
    
    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, 2001.10.29
    
    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, 2001.10.30
    
    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,
2002.10.31
    
    Agreement between Siemens AG and the Company for long-term payment of vendor invoices. Incorporated by
reference to Exhibit 10.18 to the Companys Quarterly Report on Form 10-Q for the nine months ended September
30, 2002.10.32
    
    Form of Common Stock Purchase Warrant issued to investors on March 24, 2005. Incorporated by reference to
Exhibit 10.2 to the Companys Current Report on Form 8-K dated March 21, 2005.10.33
    
    Amendatory Letter No.1 dated February 5, 2009 to Loan Agreement dated December 10, 2007 between the Company
and International Finance Corporation. Incorporated by reference to Exhibit 10.34 to the Companys Annual
Report on Form 10-K for the fiscal year ended March 31, 2009.21.1
    
    List of subsidiaries. Incorporated by reference to Exhibit 21.1 to the Companys Registration Statement on
Form S-3 (No. 333-123975).23.1
    
    Consent of Independent Registered Public Accounting Firm (filed herewith)31.1
    
    Certification of the Companys Chief Executive Officer Pursuant to Rule 13a-14(a) (filed herewith)31.2
    
    Certification of the Companys Chief Financial Officer Pursuant to Rule 13a-14(a) (filed herewith)31.3
    
    Certification of the Companys Principal Accounting Officer Pursuant to Rule 13a-14(a) (filed herewith)32.1
    
    Certification of the Companys Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 (filed herewith)32.2
    
    Certification of the Companys Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 (filed herewith)32.3
    
    Certification of the Companys Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350 (filed herewith)
 
 *
    
    Management contract or compensatory plan or arrangement 80




---



##### Table of Contents



SIGNATURES
  CHINDEX INTERNATIONAL, INC.Dated: June 14, 2010
    By:
    /S/ Roberta LipsonRoberta LipsonChief Executive Officer
(principal executive officer)  Dated: June 14, 2010
    By:
    /S/ Kenneth A. NilssonKenneth A. NilssonChairman of the BoardDated: June 14, 2010
    By:
    /S/ Roberta LipsonRoberta LipsonChief Executive Officer and Director
(principal executive officer)Dated: June 14, 2010
    By:
    /S/ Lawrence PembleLawrence PembleExecutive Vice President-Finance, Chief Financial
Officer and Director
(principal financial officer)Dated: June 14, 2010
    By:
    /S/ Elyse Beth SilverbergElyse Beth SilverbergExecutive Vice President, Secretary and Director 81




---



##### Table of Contents



Dated: June 14, 2010
    By:
    /S/ Robert C. LowRobert C. LowVice President of Finance, Chief Accounting Officer
and Corporate Controller
(principal accounting officer)Dated: June 14, 2010
    By:
    /S/ Holli HarrisHolli HarrisDirectorDated: June 14, 2010
    By:
    /S/ Carol R. KaufmanCarol R. KaufmanDirectorDated: June 14, 2010
    By:
    /S/ Julius Y. OestreicherJulius Y. OestreicherDirector 82