Cayman Islands | 8011 | Not Applicable | ||
(State or other jurisdiction
of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Leiming Chen | Portia Ku | |
Simpson Thacher & Bartlett LLP | OMelveny & Myers LLP | |
35th Floor, ICBC Tower | 37/F Plaza 66, 1266 Nanjing Road W | |
3 Garden Road | Shanghai, Peoples Republic of China | |
Central, Hong Kong | (86 21) 2307-7000 | |
(852) 2514-7600 |
ITEM 6 | INDEMNIFICATION OF DIRECTORS AND OFFICERS |
ITEM 7 | RECENT SALES OF UNREGISTERED SECURITIES |
Underwriting |
||||||||||
Date of Sale or |
Consideration in |
Discount and |
||||||||
Purchaser
|
Issuance
|
Number of Securities
|
U.S. dollars
|
Commission
|
||||||
Certain director of the registrant
|
November 27, 2007 | 1 ordinary share* | $ | 0.05 | n/a | |||||
Notable Enterprise Limited
|
March 8, 2008 | 225,000 ordinary shares(1) | $ | 2,250 | n/a | |||||
Dragon Image Investment Ltd.
|
March 8, 2008 | 37,500 ordinary shares(1)* | $ | 375 | n/a | |||||
Daketala International Investment Holdings Ltd.
|
March 8, 2008 | 37,500 ordinary shares(1)* | $ | 375 | n/a | |||||
Certain directors of the registrant and other minority
shareholders
|
March 8, 2008 | 199,999 ordinary shares(1)* | $ | 1,999.99 | n/a | |||||
Carlyle Asia Growth Partners III, L.P.
|
April 3, 2008 | 53,292 Series A contingently redeemable convertible preferred shares(2) | $ | 4,808,250 | n/a | |||||
CAGP III Co-Investment, L.P.
|
April 3, 2008 | 2,125 Series A contingently redeemable convertible preferred shares(2) | $ | 191,750 | n/a | |||||
CICC Sun Company Limited
|
April 3, 2008 | 26,535 Series A contingently redeemable convertible preferred shares | $ | 5,000,000 | n/a | |||||
Carlyle Asia Growth Partners III, L.P.
|
April 10, 2008 | convertible loan promissory note(3) | $ | 19,233,000 | n/a | |||||
CAGP III Co-Investment, L.P.
|
April 10, 2008 | convertible loan promissory note(4) | $ | 767,000 | n/a | |||||
CZY Investments Limited
|
August 18, 2008 | 109,736 ordinary shares(5)* | $ | 8,669,144 | n/a | |||||
Daketala International Investment Holdings Ltd.
|
August 18, 2008 | 47,030 ordinary shares(5)* | $ | 3,715,370 | n/a | |||||
Thousand Ocean Group Limited
|
August 18, 2008 | 32,624 ordinary shares(5)* | $ | 2,577,296 | n/a | |||||
Dragon Image Investment Ltd.
|
August 18, 2008 | 16,524 ordinary shares(5)* | $ | 1,305,396 | n/a | |||||
Top Mount Group Limited
|
August 18, 2008 | 5,932 ordinary shares(5)* | $ | 468,628 | n/a |
II-1
Underwriting |
||||||||||
Date of Sale or |
Consideration in |
Discount and |
||||||||
Purchaser
|
Issuance
|
Number of Securities
|
U.S. dollars
|
Commission
|
||||||
Carlyle Asia Growth Partners III, L.P.
|
October 20, 2008 | 93,493 Series B contingently redeemable convertible preferred shares | $ | 24,041,250 | n/a | |||||
CAGP III Co-Investment, L.P.
|
October 20, 2008 | 3,728 Series B contingently redeemable convertible preferred shares | $ | 958,750 | n/a | |||||
CICC Sun Company Limited
|
October 20, 2008 | 38,889 Series B contingently redeemable convertible preferred shares | $ | 10,000,000 | n/a | |||||
Starr Investments Cayman II, Inc.
|
October 20, 2008 | 97,222 Series B contingently redeemable convertible preferred shares | $ | 25,000,000 | n/a | |||||
Directors, Officers and Employees of the Registrant
|
November 27, 2009 | Option to purchase 4,765,800 ordinary shares | Nil | n/a |
(1) | Issued in connection with a share swap with Ascendium Group Limited as part of the reorganization to establish Concord Medical Services Holdings Limited as our ultimate holding company. | |
(2) | The numbers of Series A contingently redeemable convertible preferred shares issued to Carlyle Asia Growth Partners III, L.P. and CAGP III Co-Investment, L.P. on April 3, 2008 also include Series A contingently redeemable convertible preferred shares issued as a result of the conversion of two convertible loan promissory notes issued on November 16, 2007 by our predecessor, Our Medical Services, Ltd., or OMS, plus accrued interest. OMS received consideration for the issuance of such convertible loan promissory notes in the amount of $4,808,250 and $191,750 from Carlyle Asia Growth Partners III, L.P. and CAGP III Co-Investment, L.P., respectively. | |
(3) | The convertible loan promissory note was converted into 84,072 of our Series A contingently redeemable convertible preferred shares on July 30, 2008. | |
(4) | The convertible loan promissory note was converted into 3,353 of our Series A contingently redeemable convertible preferred shares on July 30, 2008. | |
(5) | Issued as settlement for the share options issued to certain of our directors under the share option plan adopted by our predecessor company, Our Medical Services Limited, on November 17, 2007. | |
* | Does not take into account the share split effective on November 17, 2009 whereby all of our issued and outstanding 704,281 ordinary shares of a par value of US$0.01 per share were split into 70,428,100 ordinary shares of US$0.0001 par value per share and the number of our authorized ordinary shares was increased from 4,500,000 to 450,000,000. |
ITEM 8 | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
ITEM 9 | UNDERTAKINGS |
II-2
II-3
By: |
/s/ Jianyu
Yang
|
Title: | Director, Chief Executive Officer and President |
Signature
|
Title
|
|||
/s/ Jianyu
Yang Name: Jianyu Yang |
Director, Chief Executive Officer and President (principal executive officer) |
|||
* Name: Zheng Cheng |
Co-Chairman and Chief Operating Officer | |||
* Name: Steve Sun |
Co-Chairman and Chief Financial Officer (principal financial and accounting officer) |
|||
* Name: Jing Zhang |
Director and Executive President | |||
* Name: Yaw Kong Yap |
Director and Financial Controller | |||
* Name: Shirley Chen |
Director | |||
* Name: Feng Xiao |
Director | |||
* Name: Elaine Zong |
Director | |||
* Name: Wai Hong Ku |
Director | |||
* By:
/s/ Jianyu
Yang Jianyu Yang Attorney-in-fact |
II-4
By: |
/s/ Donald
J. Puglisi
|
Title: | Managing Director |
II-5
Exhibit | ||
Number
|
Description of
Document
|
|
1.1
|
Form of Underwriting Agreement | |
3.1*
|
Second Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect | |
3.2*
|
Secretarys Certificate of the Registrant dated as of November 17, 2009 as to the Amendment to the Second Amended and Restated Memorandum and Articles of Association of the Registrant | |
3.3*
|
Form of Third Amended and Restated Memorandum and Articles of Association of the Registrant | |
4.1*
|
Form of Registrants American Depository Receipt (included in Exhibit 4.3) | |
4.2*
|
Specimen Certificate for Ordinary Shares of the Registrant | |
4.3*
|
Form of Deposit Agreement among the Registrant, the Depositary and Owners and Beneficial Owners of the American Depository Shares issued thereunder | |
4.4*
|
Series A Preferred Shares Subscription Agreement, dated as of February 5, 2008, as amended on April 2, 2008 and on October 20, 2008, among CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P., Liu Haifeng, Steve Sun, Yang Jianyu, Bona Liu, Our Medical Services, Ltd., Ascendium Group Limited, Shenzhen Aohua Medical Services Co., Ltd. and Concord Medical Services Holdings Limited | |
4.5*
|
Amendment No. 1 to Series A Preferred Shares Subscription Agreement, dated as of April 2, 2008, among CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P., Liu Haifeng, Steve Sun, Yang Jianyu, Bona Liu, Our Medical Services, Ltd., Ascendium Group Limited, Shenzhen Aohua Medical Services Co., Ltd. and Concord Medical Services Holdings Limited | |
4.6*
|
Amendment No. 2 to Series A Preferred Shares Subscription Agreement, dated as of October 20, 2008, among CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P., Liu Haifeng, Steve Sun, Yang Jianyu, Bona Liu, Our Medical Services, Ltd., Ascendium Group Limited, Shenzhen Aohua Medical Services Co., Ltd. and Concord Medical Services Holdings Limited | |
4.7*
|
Series B Preferred Shares Subscription Agreement, dated as of October 10, 2008, as amended on October 20, 2008, among CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P., Starr Investments Cayman II, Inc., Concord Medical Services Holdings Limited and other persons named therein | |
4.8*
|
Amendment to Series B Preferred Shares Subscription Agreement, dated as of October 20, 2008, among CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P., Starr Investments Cayman II, Inc., Concord Medical Services Holdings Limited and other persons named therein | |
4.9*
|
Amended and Restated Shareholders Agreement, dated as of October 20, 2008, among Concord Medical Services Holdings Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, CICC Sun Company Limited, Perfect Key Holdings Limited, Starr Investments Cayman II, Inc. and certain other persons named therein | |
4.10*
|
Share Charge, dated as of November 10, 2008, by CZY Investments Limited in favor of CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P. and Starr Investments Cayman II, Inc. | |
4.11*
|
Share Charge, dated as of November 10, 2008, by Daketala International Investment Holdings Ltd. in favor of CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P. and Starr Investments Cayman II, Inc. | |
4.12*
|
Share Charge, dated as of November 10, 2008, by Dragon Image Investment Ltd. in favor of CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P. and Starr Investments Cayman II, Inc. | |
4.13*
|
Share Charge, dated as of November 10, 2008, by Notable Enterprise Limited in favor of CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P. and Starr Investments Cayman II, Inc. | |
4.14*
|
Share Charge, dated as of November 10, 2008, by Thousand Ocean Group Limited in favor of CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P. and Starr Investments Cayman II, Inc. |
II-6
Exhibit | ||
Number
|
Description of
Document
|
|
4.15*
|
Share Charge, dated as of November 10, 2008, by Top Mount Group Limited in favor of CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P. and Starr Investments Cayman II, Inc. | |
4.16*
|
Deed of Amendment, dated as of September 14, 2009, among CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P., Starr Investments Cayman II, Inc. and Notable Enterprise Limited | |
4.17*
|
Deed of Partial Release, dated as of September 14, 2009, by CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P. and Starr Investments Cayman II, Inc. in favor of CZY Investment Limited | |
4.18*
|
Amendment to Amended and Restated Shareholders Agreement, dated as of November 17, 2009, among Concord Medical Services Holdings Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, CICC Sun Company Limited, Perfect Key Holdings Limited, Starr Investments Cayman II, Inc. and certain other persons named therein | |
4.19*
|
Amendment No. 2 to Amended and Restated Shareholders Agreement, dated as of December 7, 2009, among Concord Medical Services Holdings Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, CICC Sun Company Limited, Perfect Key Holdings Limited, Starr Investments Cayman II, Inc. and certain other persons named therein | |
5.1*
|
Opinion of Walkers regarding the validity of the ordinary shares being registered | |
8.1*
|
Opinion of Walkers regarding certain Cayman Islands tax matters (included in Exhibit 5.1) | |
8.2*
|
Opinion of Simpson Thacher & Bartlett LLP regarding certain U.S. tax matters | |
10.1*
|
2008 Share Incentive Plan adopted as of October 16, 2008 | |
10.2*
|
Form of Indemnification Agreement with the Registrants directors and officers | |
10.3*
|
Form of Medical Equipment Lease Agreement | |
10.4*
|
Form of Equipment Management Services Agreement | |
10.5*
|
Form of Service-only Management Agreement | |
10.6*
|
Summary of the Oral Agreement entered into between China Medstar Pte. Ltd. and Beijing Medstar Hi-Tech Investment Co., Ltd. | |
10.7*
|
Summary of the Oral Agreement entered into between China Medstar Pte. Ltd. and Cheng Zheng | |
10.8*
|
Summary of the Oral Agreement entered into between China Medstar Pte. Ltd. and Yaw Kong Yap | |
10.9*
|
Translation of Medical Equipment Lease Agreement, dated as of August 25, 2009, by and between Medstar (Shanghai) Leasing Co., Ltd. and Changan Hospital Co., Ltd. | |
10.10*
|
Translation of Service-Only Management Agreement, dated as of August 1, 2008, among CMS Hospital Management Co., Ltd., Xian Wanjiechangxin Medical Services Company Limited and Changan Hospital Co., Ltd. | |
10.11*
|
Translation of Agreement Concerning the Establishment of the Aohai Radiotherapy Treatment and Diagnosis Research Center, dated as of September 19, 1995, by and between the Chinese Peoples Liberation Army Navy General Hospital and Beijing Our Medical Equipment Development Company, which transferred its interest in the agreement to Shenzhen Aohua Medical Services Co., Ltd. | |
10.12*
|
Translation of Supplemental Agreement Concerning the Development of the Aohai Radiotherapy Treatment and Diagnosis Research Center, dated as of March 18, 1999, by and between Shenzhen Aohua Medical Services Co., Ltd. and the Chinese Peoples Liberation Army Navy General Hospital. | |
10.13*
|
Translation of Supplemental Agreement Concerning the Development of the Aohai Radiotherapy Treatment and Diagnosis Research Center, dated as of September 27, 2003, by and between Shenzhen Aohua Medical Services Co., Ltd. and the Chinese Peoples Liberation Army Navy General Hospital. | |
10.14*
|
Translation of Medical Equipment Lease Agreement, dated as of September 29, 2006, by and between Shanghai Medstar Investment Management Co., Ltd., the predecessor of Medstar (Shanghai) Leasing Co., Ltd., and the Chinese Peoples Liberation Army Navy General Hospital. | |
10.15*
|
Translation of Supplemental Agreement Concerning the Development of the Aohai Radiotherapy Treatment and Diagnosis Research Center, dated as of July 8, 2009, by and between Shenzhen Aohua Medical Services Co., Ltd. and the Chinese Peoples Liberation Army Navy General Hospital. | |
10.16*
|
Translation of Supplemental Agreement to the Service-only Management Agreement, dated as of August 1, 2008, among Xian Wanjiechangxin Medical Services Company Limited, Changan Hospital Co., Ltd. and CMS Hospital Management Co., Ltd. |
II-7
Exhibit | ||
Number
|
Description of
Document
|
|
10.17*
|
Translation of Agreement Regarding the Transfer of Equity in Aohai Radiotherapy Treatment and Diagnosis Research Center, dated as of May 5, 1997, among Beijing Our Medical Equipment Development Company, Shenzhen Aohua Medical Services Co., Ltd. and the Chinese Peoples Liberation Army Navy General Hospital. | |
10.18*
|
Translation of Supplemental Agreement to the Supplemental Agreement Concerning the Development of the Aohai Radiotherapy Treatment and Diagnosis Research Center, dated as of September 15, 2004, by and between Shenzhen Aohua Medical Services Co., Ltd. and the Chinese Peoples Liberation Army Navy General Hospital. | |
10.19*
|
Translation of Supplemental Agreement to the Cooperation Contract Concerning the Aohai Radiotherapy Treatment and Diagnosis Research Center, dated as of August 16, 2003, by and between Shenzhen Aohua Medical Services Co., Ltd. and the Chinese Peoples Liberation Army Navy General Hospital. | |
10.20*
|
Amendment to 2008 Share Incentive Plan adopted as of November 17, 2009 | |
10.21*
|
Translation of Strategic Cooperative Agreement, dated as of November 17, 2009, between China Construction Bank Corporation, Shenzhen Branch and China Medical Services Holdings Limited | |
21.1*
|
Subsidiaries of the Registrant | |
23.1*
|
Consent of Independent Registered Public Accounting Firm | |
23.2*
|
Consent of Walkers (included in Exhibit 5.1) | |
23.3*
|
Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 8.2) | |
23.4*
|
Consent of Jingtian & Gongcheng Attorneys At Law | |
23.5*
|
Consent of Frost & Sullivan | |
24.1*
|
Powers of Attorney (included on the signature page in Part II of this registration statement) | |
99.1*
|
Code of Business Conduct and Ethics | |
99.2*
|
Form of Opinion of Jingtian & Gongcheng Attorneys At Law |
* | Previously filed. | |
| Portions of this document have been omitted pursuant to a confidential treatment request and the omitted information has been filed separately with the Securities and Exchange Commission. |
II-8