iKang Healthcare Group, Inc. (a Cayman Islands company) [—] American Depositary Shares Each Representing [—] Ordinary Shares (Par Value US$[—] Per Ordinary Share) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • March 21st, 2014 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine • New York
LIMITED GUARANTEELimited Guarantee • May 30th, 2018 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine • New York
LIMITED GUARANTEE, dated as of May 29, 2018 (this “Limited Guarantee”), by Boyu Capital Fund III, L.P. (the “Guarantor”) in favor of iKang Healthcare Group, Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
FORM OF INDEMNIFICATION AGREEMENT IKANG HEALTHCARE GROUP, INC.Form of Indemnification Agreement • March 21st, 2014 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine • New York
This Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 2014, by and between iKang Healthcare Group, Inc., an exempted company with limited liability under the laws of Cayman Islands (the “Company”) and (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER among IK HEALTHCARE INVESTMENT LIMITED, IK HEALTHCARE MERGER LIMITED and IKANG HEALTHCARE GROUP, INC. Dated as of March 26, 2018Agreement and Plan of Merger • March 28th, 2018 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine • New York
Exclusive Call Option AgreementExclusive Call Option Agreement • August 15th, 2017 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine
THIS EXCLUSIVE OPTION AGREEMENT (“this Agreement”) is made and entered into by and among the following parties on March 17, 2017 in Shanghai, the People’s Republic of China (the “PRC”).
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • August 15th, 2017 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine
This Exclusive Business Cooperation Agreement (hereinafter the “Agreement”) is made by and between the following parties on March 17, 2017 in Shanghai, the People’s Republic of China (the “PRC”).
RIGHTS AGREEMENT dated as of December 2, 2015 between iKang Healthcare Group, Inc. and American Stock Transfer & Trust Company, L.L.C. as Rights AgentRights Agreement • December 3rd, 2015 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine • New York
RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of December 2, 2015, between iKang Healthcare Group, Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), and American Stock Transfer & Trust Company, L.L.C., a New York limited liability trust company, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
AMENDED AND RESTATED EQUITY COMMITMENT LETTER May 29, 2018iKang Healthcare Group, Inc. • May 30th, 2018 • Services-offices & clinics of doctors of medicine • New York
This letter agreement amends and restates the letter agreement, dated March 26, 2018 (the “Prior Equity Commitment Letter”), from Yunfeng Fund III, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”) and acknowledged and accepted by IK Healthcare Investment Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), setting forth the commitment of the Sponsor, on the terms and subject to the conditions contained herein, to purchase, directly or indirectly, certain equity interests of Parent. The Sponsor and Parent have determined to amend the Prior Equity Commitment Letter and hereby agree that the Prior Equity Commitment Letter shall be amended and restated in its entirety as follows:
AMENDED AND RESTATED INTERIM INVESTORS AGREEMENTInterim Investors Agreement • May 30th, 2018 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine • New York
This Amended and Restated Interim Investors Agreement (this “Agreement”) is made as of May 29, 2018 by and among Yunfeng Fund III, L.P. and Yunfeng Fund III Parallel Fund, L.P. (collectively “YFC”), each an exempted limited partnership established under the laws of the Cayman Islands, Taobao China Holding Limited, a company incorporated under the laws of Hong Kong (“Alibaba”, together with YFC, each, a “Lead Investor” and together, the “Lead Investors”), Boyu Capital Fund III, L.P., an exempted limited partnership registered under the Laws of the Cayman Islands (“Boyu”), each Shareholder of the Company (each, a “Rollover Shareholder”) listed in the first column of Schedule A to this Agreement, each beneficial owner of the applicable Rollover Shareholder set out opposite such Rollover Shareholder’s name in the second column of Schedule A to this Agreement (each, a “Beneficial Owner”), IK Healthcare Holdings Limited, an exempt company with limited liability incorporated under the laws of
Equity Pledge AgreementEquity Pledge Agreement • August 15th, 2017 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine • Beijing
For the purpose of this Agreement, the Pledgee, Pledgor and Party C are individually referred to as “the Party” and collectively referred to as “the Parties”.
Equity Pledge AgreementEquity Pledge Agreement • March 3rd, 2014 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine • Beijing
This Equity Pledge Agreement (the “Agreement”) is entered into on December 30, 2013 in Beijing, China by and among the following parties:
Equity Transfer ContractEquity Transfer Contract • March 3rd, 2014 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine
NOW THEREORE, on the principles of friendly negotiation, equality and mutual benefit, the Parties enter into the Contract as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • March 21st, 2014 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine • New York
This Employment Agreement (the “Agreement”), dated as of [MONTH DATE], [YEAR] (the “Effective Date”), is entered between iKang Healthcare Group, Inc., a company incorporated in the Cayman Islands (the “Company”) and [NAME] (“Executive”).
Equity Pledge AgreementEquity Pledge Agreement • March 3rd, 2014 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine • Beijing
For the purpose of this Agreement, the Pledgee, Pledgors and Party C are individually referred to as “the Party” and collectively referred to as “the Parties”.
Equity Pledge AgreementEquity Pledge Agreement • March 3rd, 2014 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine • Beijing
For the purpose of this Agreement, the Pledgee, Pledgors and Party C are individually referred to as “the Party” and collectively referred to as “the Parties”.
Equity Pledge AgreementEquity Pledge Agreement • March 3rd, 2014 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine • Beijing
For the purpose of this Agreement, the Pledgee, Pledgors and Party C are individually referred to as “the Party” and collectively referred to as “the Parties”.
Equity Transfer AgreementEquity Transfer Agreement • July 25th, 2014 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine
This Equity Transfer Agreement (the “Agreement”) is entered into by and among the following parties in Shanghai, the People’s Republic of China, on December 30, 2013:
Agreement Extension NoticeAgreement Extension Notice • August 10th, 2018 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine
Whereas iKang Health Technology Group Co., Ltd. (formerly known as Shanghai Guobin Medical Holding Co., Ltd., hereinafter referred to as “iKang Technology”), Mr. Boquan He, Mr. Lee Ligang Zhang and iKang Healthcare Technology (Beijing) Co., Ltd. (hereinafter referred to as the “Company”) entered into the Exclusive Call Option Agreement (hereinafter referred to as the “Agreement”) on March 17, 2008. The Agreement was valid from March 17, 2008 to March 16, 2018.
Summary Translation of Loan AgreementLoan Agreement • July 29th, 2016 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine
iKang Healthcare Technology Group Co., Ltd. (the “Borrower”) and AVIC Trust Co., Ltd. (the “Lender”) entered into the Loan Agreement (the “Agreement”) on December 9, 2015.
AMENDMENT NO. 3 TO RIGHTS AGREEMENTRights Agreement • March 28th, 2018 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine
AMENDMENT NO. 3 (this “Amendment”), dated as of March 26, 2018, to the Rights Agreement (the “Rights Agreement”) dated as of December 2, 2015 (as amended by Amendment No. 1 thereto dated as of November 28, 2016 and Amendment No. 2 thereto dated as of November 29, 2017), by and between iKang Healthcare Group, Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), and American Stock Transfer & Trust Company, L.L.C., a New York limited liability trust company, as Rights Agent (the “Rights Agent”). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Rights Agreement.
AMENDMENT NO. 4 TO RIGHTS AGREEMENTRights Agreement • May 29th, 2018 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine
AMENDMENT NO. 4 (this “Amendment”), dated as of May 29, 2018, to the Rights Agreement (the “Rights Agreement”) dated as of December 2, 2015 (as amended by Amendment No. 1 thereto dated as of November 28, 2016, Amendment No. 2 thereto dated as of November 29, 2017 and Amendment No. 3 thereto dated as of March 26, 2018), by and between iKang Healthcare Group, Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), and American Stock Transfer & Trust Company, L.L.C., a New York limited liability trust company, as Rights Agent (the “Rights Agent”). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Rights Agreement.
Option Award Arrangement AgreementOption Award Arrangement Agreement • March 21st, 2014 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine
iKang Guobin Healthcare Group, Inc., a limited company incorporated under the laws of the British Virgin Islands whose registered address is Palm Grove House, P.O. Box 3186, Wickhams Cay I, Road Town, Tortola, British Virgin Islands (“iKang Guobin”);
Supplemental Agreement II to the Loan AgreementSupplemental Agreement • August 10th, 2018 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine
This Supplemental Agreement II to the Loan Agreement (hereinafter referred to as the “Supplemental Agreement II”) is entered into by the following Parties in accordance with relevant Chinese laws, regulations and rules on July 10, 2017 in the People’s Republic of China (hereinafter referred to as “China”):
Spousal Consent LetteriKang Healthcare Group, Inc. • March 3rd, 2014 • Services-offices & clinics of doctors of medicine
I, Baoming Li (ID No. 440620196107155453), legal spouse of Boquan He (ID No. 442000601107545), have acknowledged and carefully read the following agreements signed by Boquan He:
Supplemental Agreement to the Investment AgreementInvestment Agreement • August 10th, 2018 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine
This Supplemental Agreement to the Investment Agreement (the “Supplemental Agreement”) was entered into by the following parties in accordance with relevant Chinese laws, regulations and rules on December 13, 2017:
Supplemental Agreement II to the Investment AgreementSupplemental Agreement • August 15th, 2017 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine
This Supplemental Agreement II to the Investment Agreement (hereinafter referred to as this “Supplemental Agreement II”) was executed by the following Parties on January 24, 2017 in the People’s Republic of China (hereinafter referred to as “PRC”) in accordance with applicable PRC laws, regulations, and rules:
Supplemental Agreement II to the Loan AgreementSupplemental Agreement • August 15th, 2017 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine
This supplemental agreement to the loan agreement (hereinafter referred to as this “Supplemental Agreement”) is executed on July 10, 2017 by and between the Parties below in the People’s Republic of China (hereinafter referred to as “PRC”) in accordance with applicable PRC laws, regulations, and rules:
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • November 29th, 2017 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine
AMENDMENT NO. 2 (this “Amendment”), dated as of November 29, 2017, to the Rights Agreement (the “Rights Agreement”), dated as of December 2, 2015, as amended by Amendment No.1 thereto dated November 28, 2016, by and between iKang Healthcare Group, Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), and American Stock Transfer & Trust Company, L.L.C., a New York limited liability trust company, as Rights Agent (the “Rights Agent”). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Rights Agreement.
Spousal Consent LetteriKang Guobin Healthcare Group, Inc. • January 21st, 2014 • Services-offices & clinics of doctors of medicine
I, Baoming Li (ID No. 440620196107155453), legal spouse of Boquan He (ID No. 442000601107545), have acknowledged and carefully read the following agreements signed by Boquan He:
Supplemental Agreement III to the Loan AgreementLoan Agreement • August 10th, 2018 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine
This Supplemental Agreement III to the Loan Agreement (hereinafter referred to as the “Agreement”) is entered into by the following Parties on March 23, 2018 in Beijing, China:
AGREEMENT EXTENSION NOTICEAgreement Extension Notice • August 15th, 2017 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine
We refer to the Exclusive Business Cooperation Agreement (the “Cooperation Agreement”) dated April 27, 2007 and entered into by and among You and us therein. Subject to the Cooperation Agreement, the original validity period is from April 27, 2007 to April 26, 2017.
Summary Translation of Investment AgreementInvestment Agreement • July 29th, 2016 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine
Shenzhen Xingwang Great Health No.1 Investment Center (Limited Partnership) (“Party A”) and iKang Healthcare Technology Group Co., Ltd. (“Party B”, or the “Company”) entered into the Investment Agreement on December 7, 2015, as supplemented by the Supplemental Agreement to the Investment Agreement dated February 14, 2016.
Summary Translation of Investment AgreementTranslation of Investment Agreement • July 29th, 2016 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine
Zhongjin Zhide Equity Investment Management Co., Ltd. (“Party A”) and iKang Healthcare Technology Group Co., Ltd. (“Party B”, or the “Company”) entered into the Investment Agreement on December 11, 2015.
Equity Transfer AgreementEquity Transfer Agreement • July 27th, 2015 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine
This Equity Transfer Agreement (hereinafter referred to as “this Agreement”) is executed as of February 10th 2015 by and between the following parties in Beijing, China:
AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • September 25th, 2018 • iKang Healthcare Group, Inc. • Services-offices & clinics of doctors of medicine
AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER, dated as of September 25, 2018 (this “Amendment”), is entered by and among IK Healthcare Investment Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), IK Healthcare Merger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and iKang Healthcare Group, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Each of Parent, Merger Sub and the Company is hereinafter referred to as a “Party” and collectively as the “Parties.”
