UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): September 29, 2014
CHINDEX INTERNATIONAL,
INC.
(Exact Name
of Registrant as Specified in Charter)
| DELAWARE |
|
0-24624 |
|
13-3097642 |
| (State of Incorporation) |
|
(Commission |
|
(IRS Employer |
| |
|
File Number) |
|
Identification No.) |
| 4340 EAST WEST HIGHWAY, SUITE 1100 |
|
|
| BETHESDA, MARYLAND |
|
20814 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (301) 215−7777
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
INTRODUCTORY NOTE
On September 29, 2014, pursuant
to the terms of an Amended and Restated Agreement and Plan of Merger, dated as of April 18, 2014 (the “Amended and Restated
Merger Agreement”), as amended by Amendment No. 1 (“Amendment No. 1”) of the Amended and Restated Merger Agreement
on August 6, 2014, and as further amended by Amendment No. 2 (“Amendment No. 2”) of the Amended and Restated Merger
Agreement on September 29, 2014 (as so amended, the “Merger Agreement”) by and among Chindex International,
Inc., a Delaware corporation (the “Company”), Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership
(“Parent”), and Healthy Harmony Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent
(“Merger Sub”), Merger Sub was merged with and into the Company (the “Merger”), with the Company continuing
as the surviving corporation and a wholly-owned subsidiary of Parent. Parent is owned by TPG Asia VI, L.P., a Cayman Islands limited
partnership (“TPG”), Fosun Industrial Co., Limited, a corporation organized under the laws of Hong Kong (“Fosun”)
and a wholly-owned subsidiary of Shanghai Fosun Pharmaceutical (Group) Co., Ltd., Ms. Roberta Lipson (“Ms. Lipson”),
the Chief Executive Officer and President of the Company, the Benjamin Lipson Plafker Trust, the Daniel Lipson Plafker Trust,
the Jonathan Lipson Plafker Trust, the Ariel Benjamin Lee Trust (Ms. Lipson and such trusts, collectively, the “RL Rollover
Investors”) and the Additional Rollover Stockholders (as defined in Item 2.01 below).
Item 1.01 Entry into a Material Definitive Agreement.
On September 29, 2014, the Company entered
into Amendment No. 2 with Parent and Merger Sub. Amendment No. 2 updated the shares of Company Stock (as defined in Item 2.01 below)
being rolled over in the Merger by the RL Rollover Investors in order to conform to Amendment No. 1, dated as of September 29,
2014 (“SA Amendment No. 1”), of the First Amended and Restated Support Agreement, dated as of August 6, 2014, by and
among Parent, TPG, Fosun, the RL Rollover Investors, Elyse Beth Silverberg and Lawrence Pemble, which updated the shares of Company
Stock being rolled over in the Merger by the RL Rollover Investors. Amendment No. 2 did not amend any of the terms and conditions
of the Amended and Restated Merger Agreement, as amended by Amendment No. 1, applicable to the Company’s unaffiliated stockholders
(including the Merger Consideration (as defined in Item 2.01 below)).
Item 2.01 Completion of Acquisition or Disposition of
Assets.
The information set forth in the Introductory
Note and Items 3.03, 5.01, 5.02 and 5.03 of this report is incorporated herein by reference.
At the effective time of the Merger (the
“Effective Time”), each share of the Company’s common stock (the “Common Stock”) and Class B common
stock (together with the Common Stock, the “Company Stock”) issued and outstanding immediately prior to the Effective
Time (other than (i) shares held by Parent, Merger Sub and any other subsidiary of Parent (including all shares contributed to
Parent by Fosun, the RL Rollover Investors and the Additional Rollover Stockholders (as defined below)), (ii) shares held in treasury
or owned by any subsidiary of the Company, and (iii) shares as to which statutory appraisal rights have been perfected under Delaware
law) was converted into the right to receive $24.00 in cash, without interest (the “Merger Consideration”), and net
of any taxes required to be withheld therefrom, whereupon all such shares were automatically cancelled and ceased to exist, and
the holders of such shares ceased to have any rights with respect thereto other than the right to receive the Merger Consideration.
The “Additional Rollover Stockholders” consist of 49 employees of the Company as agreed between Parent and the Company.
At the Effective Time, each outstanding
option to purchase Company Stock (other than certain options that were converted into options to acquire limited partnership interests
in Parent), whether or not
the option was vested and exercisable, was cancelled and the
holder of such stock option became entitled to receive a cash payment, without interest and net of any taxes required to be withheld
therefrom, equal to the product of (i) the number of shares of Company Stock subject to the option as of the Effective Time, multiplied
by (ii) the excess (if any) of $24.00 over the exercise price per share of Company Stock subject to such option. Each outstanding
restricted share of Company Stock (other than certain shares of restricted stock that were converted into limited partnership interests
in Parent) was fully vested and free of any forfeiture restrictions upon the Merger and treated in the same manner as all other
shares of Company Stock. With respect to the Company’s performance restricted stock units (other than certain performance
restricted stock units that were converted into similar awards of Parent), (i) those that had been earned by attainment of specified
performance measures but were still subject to time-vesting were fully vested and free of any forfeiture restrictions immediately
prior to the Effective Time and (ii) those whose performance period had not been completed at the time of the Merger vested at
target performance levels upon the Merger. In each case, such performance restricted stock units were converted into the right
to receive in cash the Merger Consideration per share.
The aggregate Merger Consideration was approximately
$461 million, which was funded by cash contributed by TPG, a combination of cash and equity contributed by Fosun and equity contributed
by the RL Rollover Investors and the Additional Rollover Stockholders.
The foregoing summary
does not purport to be complete and is subject to, and qualified in its entirety by, the full text of (i) the Amended and Restated
Merger Agreement, which is incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on
April 21, 2014, (ii) Amendment No. 1, which is incorporated by reference to Exhibit 2.1 to the Company’s Current Report on
Form 8-K filed on August 7, 2014, (iii) Amendment No. 2, a copy of which is attached as Exhibit 2.1 to this report and is incorporated
herein by reference, and (iv) SA Amendment No. 1, a copy of which is attached as Exhibit 10.1 to this report and is incorporated
herein by reference.
Item 3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introductory
Note and Items 2.01 and 3.03 of this report is incorporated herein by reference.
On September 29, 2014, the Company notified
The NASDAQ Global Select Market (“NASDAQ”) of the completion of the Merger, and requested that trading in the Common
Stock be suspended and that the Common Stock be withdrawn from listing on NASDAQ. The Company also requested that NASDAQ file a
delisting application on Form 25 with the Securities and Exchange Commission (the “SEC”) to report the delisting of
the Common Stock from NASDAQ.
The Company intends to file with the SEC
a Certification and Notice of Termination on Form 15 with respect to the Common Stock, requesting that the Common Stock be deregistered
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the reporting obligations of the
Company with respect to the Common Stock under Sections 13 and 15(d) of the Exchange Act be suspended.
Item 3.03 Material Modifications to Rights of Security
Holders.
The information set forth in the Introductory
Note and Items 2.01 and 5.03 is incorporated herein by reference.
At the Effective Time, each share of the
Company Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares held by Parent, Merger Sub
and any other subsidiary of
Parent (including all shares contributed to Parent by Fosun,
the RL Rollover Investors and the Additional Rollover Stockholders), (ii) shares held in treasury or owned by any subsidiary of
the Company, and (iii) shares as to which statutory appraisal rights have been perfected under Delaware law) was converted into
the right to receive the Merger Consideration, and net of any taxes required to be withheld therefrom, whereupon all such shares
were automatically cancelled and ceased to exist, and the holders of such shares ceased to have any rights with respect thereto
other than the right to receive the Merger Consideration.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory
Note and Items 2.01, 3.01 and 3.03 of this report is incorporated herein by reference.
On September 29, 2014, pursuant to the
terms of the Merger Agreement, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation
and a wholly-owned subsidiary of Parent. Parent is owned by TPG, Fosun, the RL Rollover Investors and the Additional Rollover Stockholders.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory
Note and Item 2.01 of this report is incorporated herein by reference.
As of the Effective Time, in accordance
with the terms of the Merger Agreement, Kenneth A. Nilsson, Holli Harris, Carol R. Kaufman and Julius Y. Oestreicher resigned from
the Board of Directors of the Company and all Board committees on which they serve.
As of the Effective Time, in accordance
with the terms of the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time became the directors
of the surviving corporation until their respective successors are duly elected and qualified or until their earlier death, resignation
or removal.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
The information set forth in the Introductory
Note and Item 2.01 of this report is incorporated herein by reference.
On September 29, 2014, pursuant to the
terms of the Merger Agreement, at the Effective Time, the Certificate of Incorporation of the Company as in effect immediately
prior to the Effective Time was amended and restated to be in the form filed as Exhibit 3.1 to this report, and became the Certificate
of Incorporation of the Company, and the Bylaws of the Company as in effect immediately prior to the Effective Time were amended
and restated to be in the form filed as Exhibit 3.2 to this report, and became the Bylaws of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
|
Exhibit |
| 2.1 |
|
Amendment No. 2 of Amended and Restated Agreement and Plan of Merger, dated September 29, 2014, by and among Chindex International, Inc., Healthy Harmony Holdings, L.P. and Healthy Harmony Acquisition, Inc. |
| 3.1 |
|
Certificate of Incorporation of the Company dated September 29, 2014. |
| 3.2 |
|
Bylaws of the Company dated September 29, 2014. |
| 10.1 |
|
Amendment No. 1 of First Amended and Restated Support Agreement, dated September 29, 2014, by and among Healthy Harmony Holdings, L.P., TPG Asia VI, L.P. and the Chindex International, Inc. Stockholders named therein. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: September 30, 2014
| |
CHINDEX INTERNATIONAL, INC. |
| |
|
|
|
| |
By: |
/s/ Lawrence Pemble |
| |
|
Name: |
Lawrence Pemble |
| |
|
Title: |
Chief Operating Officer |
EXHIBIT INDEX
Exhibit
Number |
|
Exhibit |
| 2.1 |
|
Amendment No. 2 of Amended and Restated Agreement and Plan of Merger, dated September 29, 2014, by and among Chindex International, Inc., Healthy Harmony Holdings, L.P. and Healthy Harmony Acquisition, Inc. |
| 3.1 |
|
Certificate of Incorporation of the Company dated September 29, 2014. |
| 3.2 |
|
Bylaws of the Company dated September 29, 2014. |
| 10.1 |
|
Amendment No. 1 of First Amended and Restated Support Agreement, dated September 29, 2014, by and among Healthy Harmony Holdings, L.P., TPG Asia VI, L.P. and the Chindex International, Inc. Stockholders named therein. |
Exhibit 2.1
EXECUTION VERSION
AMENDMENT NO. 2
OF AMENDED AND RESTATED AGREEMENT AND
PLAN OF MERGER
This AMENDMENT NO.
2 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Amendment No. 2”), dated as of September 29,
2014, is by and among Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Parent”), Healthy
Harmony Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and
Chindex International, Inc., a Delaware corporation (the “Company” and, together with Parent and Merger Sub,
the “Parties”).
WHEREAS, the Parties
entered into that certain Amended and Restated Agreement and Plan of Merger, dated as of April 18, 2014, as amended as of August
6, 2014 (the “Amended and Restated Merger Agreement”);
WHEREAS, upon the terms
and subject to the conditions of the Amended and Restated Merger Agreement, Merger Sub will be merged with and into the Company
(the “Merger”), with the Company surviving the Merger and becoming a wholly-owned subsidiary of Parent as a
result of the Merger;
WHEREAS, Section 9.1
of the Amended and Restated Merger Agreement provides that the Parties may amend, modify or supplement the Amended and Restated
Merger Agreement at any time prior to the effective time of the Merger, with the approval of the Boards of Directors of the Parties
(in the case of the Company, acting upon the affirmative recommendation of the Transaction Committee (as defined in the Amended
and Restated Merger Agreement));
WHEREAS, each of the
Board of Directors of the Company (acting upon the unanimous affirmative recommendation of the Transaction Committee) and the Transaction
Committee has (i) determined that it is fair to and in the best interests of the Company and its stockholders, and declared it
advisable, to enter into this Amendment No. 2 and (ii) approved the execution, delivery and performance by the Company of this
Amendment No. 2;
WHEREAS, the respective
Boards of Directors of each of Parent and Merger Sub have (i) approved the execution, delivery and performance by Parent and Merger
Sub, as the case may be, of this Amendment No. 2 and (ii) declared it advisable for Parent and Merger Sub to enter into this Amendment
No. 2, and Parent, as the sole stockholder of Merger Sub, has approved this Amendment No. 2, in each case, upon the terms and subject
to the conditions set forth herein;
NOW, THEREFORE, the
Parties agree to amend the Amended and Restated Merger Agreement as follows:
1. Definitions
Unless otherwise specifically
defined herein, all capitalized terms used but not defined herein shall have the respective meanings ascribed to them under the
Amended and Restated Merger Agreement. Each reference to “hereof”, “hereunder”, “herein” and
“hereby” and each other similar reference and each reference to “this Agreement” and each other similar
reference contained in the Amended and Restated Merger Agreement shall, from and after the execution of this Amendment No. 2, refer
to the Amended and Restated Merger Agreement as amended by this Amendment No. 2. Notwithstanding the foregoing, references to the
date of the Amended
and Restated Merger Agreement, as amended
hereby, shall in all instances continue to refer to April 18, 2014, and references to “the date hereof” and “the
date of this Agreement” shall continue to refer to April 18, 2014.
2. Amendments
to Amended and Restated Merger Agreement
2.1 Amendment
to the 7th Paragraph of Recitals
The 7th paragraph of
Recitals is hereby amended and restated as follows:
WHEREAS,
concurrently with the execution of the Original Merger Agreement, each stockholder of the Company whose name is set forth on Exhibit
A-1 hereto (the “Rollover Investors”) entered into a support agreement in respect of such percentage of the
Shares (as defined in Section 4.2(a)) beneficially owned by such stockholder as indicated on Exhibit A-1 hereto, which is
supplemented in connection with the execution of this Agreement by a letter agreement in the form attached as Exhibit A-2 hereto
(as amended and restated on August 6, 2014, as further amended on September 29, 2014, and as may be further amended, supplemented,
or otherwise modified from time to time, the “Support Agreement”); and
2.2 Amendment
to Section 2.6(f)
Section 2.6(f) is hereby amended
and restated as follows:
Parent and
Merger Sub shall, at the Stockholders’ Meeting, vote, or cause to be voted, all Shares owned by any of Parent, Merger Sub
and any other controlled Affiliate of Parent as well as all Shares for which Parent or Merger Sub have voting power under the
Support Agreement (as amended and restated on August 6, 2014, as further amended on September 29, 2014, and as may be amended
and restated from time to time in accordance with Section 17(c) thereof) in favor of the approval and adoption of this
Agreement.
2.3 Amendment
to Section 8.1(j)
Section 8.1(j)
is hereby amended and restated as follows:
By the Company,
so long as it is not then in material breach of its obligations under this Agreement, if there has been a breach on the part of
Significant Stockholder or Sponsor of any of their respective covenants or agreements set forth in Sections 9(c)(ii) and 9(c)(iii)
of the Support Agreement (as amended and restated on August 6, 2014, as further amended on September 29, 2014, and as may
be further amended and restated from time to time in accordance with Section 17(c) thereof); provided that if such
breach is capable of being cured, such breach shall not have been cured within (i) thirty (30) calendar days following receipt
of written notice from the Company of such breach or (ii) any shorter period of time that remains between the date the Company
provides written notice of such breach and the day prior to End Date;
2.4 Amendment
to Exhibit A-1
Exhibit A-1
of the Amended and Restated Merger Agreement is hereby replaced by Exhibit A-1 attached hereto.
3. Miscellaneous
3.1 No
Further Amendment
The Parties
agree that, except as amended by Section 2 of this Amendment No. 2, the Amended and Restated Merger Agreement shall remain in full
force and effect and constitute legal and binding obligations of the Parties. This Amendment No. 2 forms an integral and inseparable
part of the Amended and Restated Merger Agreement.
3.2 Representations
and Warranties of the Company
The Company
represents and warrants that (i) it has the corporate power and authority to execute and deliver this Amendment No. 2; (ii) the
execution, delivery and performance by the Company of this Amendment No. 2 have been duly and validly authorized by each of the
Board of Directors of the Company, acting upon the recommendation of the Transaction Committee, and the Transaction Committee,
and, except for the receipt of the Company Stockholder Approvals, no other corporate proceedings other than those previously taken
or conducted on the part of the Company are necessary to approve and authorize this Amendment No. 2; and (iii) each of the Board
of Directors of the Company, acting upon the recommendation of the Transaction Committee, and the Transaction Committee has determined
that it is fair to and in the best interests of the Company and its stockholders, and declared it advisable, to enter into this
Amendment No. 2 and approved the execution, delivery and performance by the Company of this Amendment No. 2.
3.3 Representations
and Warranties of Parent and Merger Sub
Parent and
Merger Sub represent and warrant that (i) each of Parent and Merger Sub has all necessary power and authority to execute and deliver
this Amendment No. 2; (ii) the execution, delivery and performance by Parent and Merger Sub of this Amendment No. 2 have been duly
and validly authorized by all necessary corporate or other action on the part of each of Parent and Merger Sub; and (iii) no other
actions other than those previously taken or conducted on the part of Parent, Merger Sub or their respective partners or stockholders
are necessary to approve and authorize this Amendment No. 2.
3.4 Other
Miscellaneous Terms
The provisions
of Article IX (Miscellaneous) of the Amended and Restated Merger Agreement shall apply mutatis mutandis to this Amendment
No. 2, and to the Amended and Restated Merger Agreement as modified by this Amendment No. 2, taken together as a single agreement,
reflecting the terms therein as modified by this Amendment No. 2.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF,
this Amendment No. 2 has been duly executed and delivered by the duly authorized representatives of the Parties (as applicable)
as of the date first written above.
| |
CHINDEX INTERNATIONAL, INC. |
| |
|
| |
By: |
/s/ Kenneth A. Nilsson |
|
| |
Name: Kenneth A. Nilsson |
| |
Title: Chairman of the Board of Directors |
[Signature Page to Amendment No. 2 of
Amended and Restated Agreement and Plan of Merger]
| |
HEALTHY HARMONY HOLDINGS, L.P. |
| |
|
| |
By: Healthy Harmony GP, Inc., its general partner |
| |
|
|
| |
By: |
/s/ Ronald Cami |
| |
Name: Ronald Cami |
| |
Title: Vice President |
| |
|
|
| |
HEALTHY HARMONY ACQUISITION, INC. |
| |
|
| |
By: |
/s/ Ronald Cami |
| |
Name: Ronald Cami |
| |
Title: Vice President |
[Signature Page to Amendment No. 2 of
Amended and Restated Agreement and Plan of Merger]
Exhibit A-1
Rollover Investors
| Stockholder | |
Rollover
Percentage |
| | |
|
| Roberta Lipson | |
| 76.07% |
| | |
| |
| Benjamin Lipson Plafker Trust | |
| 100% |
| | |
| |
| Daniel Lipson Plafker Trust | |
| 100% |
| | |
| |
| Jonathan Lipson Plafker Trust | |
| 100% |
| | |
| |
| Ariel Benjamin Lee Trust | |
| 100% |
| | |
| |
| Significant Stockholder | |
| 100% |
Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
CHINDEX INTERNATIONAL, INC.
Article
One
The name of the Company
is Chindex International, Inc.
Article
Two
The registered office of
the Company in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801, and the name of the registered agent whose office address will be the same as the registered office is The Corporation
Trust Company.
Article
Three
The purpose of the Company
is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law.
Article
Four
The total number of shares
of capital stock that the Company has authority to issue is 100 shares, which will be designated Common Stock, par value $1.00
per share.
Article
Five
The name and mailing address
of the Incorporator are as follows:
| Name |
|
Address |
| |
|
|
| Michael J. Rimon, |
|
405 Lexington Ave. |
| Jenkins & Gilchrist Parker Chapin LLP |
|
New York, NY 10174 |
Article
Six
Unless, and except to the extent that, the Bylaws
of the Company (the “Bylaws”) so require, the election of directors need not be by written ballot.
Article
Seven
The board of directors of the Company (the “Board
of Directors”) may from time to time adopt, amend or repeal the Bylaws, subject to the power of the stockholders to adopt
any Bylaws or to amend or repeal any Bylaws adopted, amended or repealed by the Board of Directors.
Article
Eight
The personal liability of the directors of the
Company is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of Section 102 of the Delaware
General Corporation Law, as the same may be amended and supplemented from time to time.
Article
Nine
The directors shall have powers without the
assent or vote of the stockholders to fix and vary the amount to be reserved for any proper purpose; to authorize and cause to
be executed mortgages and liens upon all or any part of the property of the Company; to determine the use and disposition of any
surplus or net profits; and to fix the times for the declaration and payment of dividends.
Article
Ten
The directors in their discretion may submit
any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders
called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the Company which is represented in person or by proxy at such meeting and
entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as
valid and as binding upon the Company and upon all the stockholders as though it had been approved or ratified by every stockholder
of the Company, whether or not the contract or act would otherwise be open to legal attack because of directors’ interest,
or for any other reason.
Article
Eleven
In addition to the powers and authorities hereinbefore
or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts
and things as may be exercised or done by the Company; subject, nevertheless, to the provisions of the statutes of Delaware, of
this certificate, and to any bylaws from time to time made by the stockholders; provided, however, that no bylaws so made shall
invalidate any prior act of the directors which would have been valid if such bylaw had not been made.
Article
Twelve
The Company shall, to the full extent permitted
by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify all persons whom
it may indemnify pursuant thereto.
Article
Thirteen
Section 203 of the General Corporation Law of
the State of Delaware shall not apply to the Company.
Exhibit 3.2
BYLAWS
OF
CHINDEX INTERNATIONAL, INC.
A Delaware Corporation
Table
of Contents
| |
|
Page |
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Article One: |
|
| |
OFFICES |
|
| |
|
|
| 1.1 |
Registered Office and Agent |
1 |
| |
|
|
| 1.2 |
Other Offices |
1 |
| |
|
|
| |
Article Two: |
|
| |
STOCKHOLDERS |
|
| |
|
|
| 2.1 |
Annual Meeting |
1 |
| |
|
|
| 2.2 |
Special Meeting |
1 |
| |
|
|
| 2.3 |
Place of Meetings |
2 |
| |
|
|
| 2.4 |
Notice |
2 |
| |
|
|
| 2.5 |
Voting List |
2 |
| |
|
|
| 2.6 |
Voting of Shares |
2 |
| |
|
|
| 2.7 |
Quorum |
2 |
| |
|
|
| 2.8 |
Required Vote; Withdrawal of Quorum |
3 |
| |
|
|
| 2.9 |
Method of Voting; Proxies |
3 |
| |
|
|
| 2.10 |
Record Date |
3 |
| |
|
|
| 2.11 |
Conduct of Meeting |
4 |
| |
|
|
| 2.12 |
Consent of Stockholders in Lieu of Meeting |
4 |
| |
|
|
| |
Article Three: |
|
| |
DIRECTORS |
|
| |
|
|
| 3.1 |
Management |
5 |
| |
|
|
| 3.2 |
Number; Election; Term; Qualification |
5 |
| |
|
|
| 3.3 |
Change in Number |
5 |
| |
|
|
| 3.4 |
Removal and Resignation |
5 |
| |
|
|
| 3.5 |
Vacancies |
5 |
| |
|
|
| 3.6 |
Place of Meetings |
6 |
| |
|
|
| 3.7 |
First Meeting |
6 |
| |
|
|
| 3.8 |
Regular Meetings |
6 |
| |
|
|
| 3.9 |
Special Meetings; Notice |
6 |
| |
|
|
| 3.10 |
Quorum; Majority Vote |
6 |
| |
|
|
| 3.11 |
Order of Business |
7 |
Table
of Contents
(continued)
| |
|
Page |
| |
|
|
| 3.12 |
Presumption of Assent |
7 |
| |
|
|
| 3.13 |
Compensation |
7 |
| |
|
|
| 3.14 |
Action Without a Meeting |
7 |
| |
|
|
| |
Article Four: |
|
| |
COMMITTEES |
|
| |
|
|
| 4.1 |
Designation |
7 |
| |
|
|
| 4.2 |
Number; Qualification; Term |
7 |
| |
|
|
| 4.3 |
Authority |
8 |
| |
|
|
| 4.4 |
Committee Changes |
8 |
| |
|
|
| 4.5 |
Regular Meetings |
8 |
| |
|
|
| 4.6 |
Special Meetings |
8 |
| |
|
|
| 4.7 |
Quorum; Majority Vote |
8 |
| |
|
|
| 4.8 |
Minutes |
8 |
| |
|
|
| 4.9 |
Compensation |
8 |
| |
|
|
| 4.10 |
Responsibility |
8 |
| |
|
|
| |
Article Five: |
|
| |
GENERAL PROVISIONS RELATING TO MEETINGS |
|
| |
|
|
| 5.1 |
Notice |
9 |
| |
|
|
| 5.2 |
Waiver of Notice |
9 |
| |
|
|
| 5.3 |
Telephone and Similar Meetings |
9 |
| |
|
|
| |
Article Six: |
|
| |
OFFICERS |
|
| |
|
|
| 6.1 |
Number; Titles; Election; Term of Office |
9 |
| |
|
|
| 6.2 |
Removal and Resignation |
9 |
| |
|
|
| 6.3 |
Vacancies |
10 |
| |
|
|
| 6.4 |
Authority |
10 |
| |
|
|
| 6.5 |
Compensation |
10 |
| |
|
|
| 6.6 |
Chairman of the Board |
10 |
| |
|
|
| 6.7 |
President |
10 |
| |
|
|
| 6.8 |
Vice Presidents |
10 |
| |
|
|
| 6.9 |
Treasurer |
10 |
| |
|
|
| 6.10 |
Assistant Treasurers |
11 |
Table
of Contents
(continued)
| |
|
Page |
| |
|
|
| 6.11 |
Secretary |
11 |
| |
|
|
| 6.12 |
Assistant Secretaries |
11 |
| |
|
|
| |
Article Seven: |
|
| |
CERTIFICATES AND SHAREHOLDERS |
|
| |
|
|
| 7.1 |
Certificates for Shares |
11 |
| |
|
|
| 7.2 |
Consideration for Shares |
12 |
| |
|
|
| 7.3 |
Replacement of Lost or Destroyed Certificates |
12 |
| |
|
|
| 7.4 |
Transfer of Shares |
12 |
| |
|
|
| 7.5 |
Registered Stockholders |
12 |
| |
|
|
| 7.6 |
Regulations |
12 |
| |
|
|
| 7.7 |
Legends |
12 |
| |
|
|
| |
Article Eight: |
|
| |
INDEMNIFICATION OF DIRECTORS AND OFFICERS |
|
| |
|
|
| 8.1 |
Right to Indemnification |
13 |
| |
|
|
| 8.2 |
Advancement of Expenses |
13 |
| |
|
|
| 8.3 |
Nonexclusivity of Right to Indemnification |
13 |
| |
|
|
| 8.4 |
Insurance |
14 |
| |
|
|
| |
Article Nine: |
|
| |
MISCELLANEOUS PROVISIONS |
|
| |
|
|
| 9.1 |
Dividends |
14 |
| |
|
|
| 9.2 |
Reserves |
14 |
| |
|
|
| 9.3 |
Books and Records |
14 |
| |
|
|
| 9.4 |
Fiscal Year |
14 |
| |
|
|
| 9.5 |
Seal |
14 |
| |
|
|
| 9.6 |
Securities of Other Corporations |
14 |
| |
|
|
| 9.7 |
Invalid Provisions |
15 |
| |
|
|
| 9.8 |
Attestation by the Secretary |
15 |
| |
|
|
| 9.9 |
Headings; Table of Contents |
15 |
| |
|
|
| 9.10 |
References |
15 |
| |
|
|
| 9.11 |
Amendments |
15 |
BYLAWS
OF
CHINDEX INTERNATIONAL, INC.
A Delaware Corporation
PREAMBLE
The bylaws of the Company (“Bylaws”)
are subject to, and governed by, the General Corporation Law of the State of Delaware (the “Delaware General Corporation
Law”) and the certificate of incorporation of Chindex International, Inc., a Delaware corporation (the “Company”).
In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the Delaware General Corporation
Law or the provisions of the certificate of incorporation of the Company (the “Certificate of Incorporation”),
such provisions of the Delaware General Corporation Law or the Certificate of Incorporation, as the case may be, will be controlling.
Article
One: OFFICES
1.1 Registered
Office and Agent. The registered office and registered agent of the Company will be as designated from time to
time by the appropriate filing by the Company in the office of the Secretary of State of the State of Delaware.
1.2 Other
Offices. The Company may also have offices elsewhere, both within and without the State of Delaware, as the board
of directors of the Company (the “Board of Directors”) may from time to time determine or as the business of
the Company may require.
Article
Two: STOCKHOLDERS
2.1 Annual
Meeting. An annual meeting of stockholders of the Company (the “Stockholders”) will be held
each calendar year on the date and at the time and place as designated from time to time by the Board of Directors and stated in
the notice of the meeting or in a duly executed waiver of notice of such meeting. If the date chosen for the meeting is a legal
holiday, then the meeting will be held on the following business day, at the time specified in the notice or waiver of notice of
the meeting. At such meeting, the Stockholders will elect directors and transact such other business as may properly be brought
before the meeting.
2.2 Special
Meeting. A special meeting of the Stockholders may be called at any time by the chairman of the board of the Company
(the “Chairman of the Board”), the president of the Company (the “President”), the Board
of Directors, or the Stockholders of not less than ten percent of all shares entitled to vote at such meeting. The date, time and
place of the special meeting are to be designated by the person(s) calling the meeting and must be stated in the notice of the
special meeting or in a duly executed waiver of notice of such meeting. Only the business
stated or indicated in the notice of the special
meeting or in a duly executed waiver of notice of the meeting may be conducted at the special meeting.
2.3 Place
of Meetings. Meetings of Stockholders will be held at the principal office of the Company unless another place,
within or outside the state of Delaware, is designated for meetings in the manner provided in Sections 2.1 and 2.2.
2.4 Notice.
Except as otherwise provided by law, written or printed notice stating the place, day and time of each meeting of the
Stockholders and, in case of a special meeting, the purpose(s) for which the meeting is called, must be delivered not less than
ten nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President,
the secretary of the Company (the “Secretary”) or the officer or person(s) calling the meeting, to each Stockholder
of record entitled to vote at the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid,
directed to the Stockholder at his address as it appears on the Company records.
2.5 Voting
List. At least ten days before each meeting of Stockholders, the secretary or other officer of the Company who
has charge of the Company’s stock ledger must prepare a complete list of Stockholders entitled to vote at the meeting, arranged
in alphabetical order, with the address of each Stockholder and number of shares registered in the name of each Stockholder. For
a period of ten days prior to such meeting, the list must be kept on file at a place within the city where the meeting is to be
held, which place must be specified in the notice of meeting or a duly executed waiver of notice of such meeting or, if not specified
in the notice, at the place where the meeting is to be held. The voting list will be open to examination by any Stockholder during
ordinary business hours. The list must also be produced at the meeting and kept there at all times during the meeting and may be
inspected by any Stockholder present. The stock ledger is the only evidence as to who are the Stockholders entitled to examine
the list.
2.6 Voting
of Shares. Treasury shares, shares of the Company’s own capital stock belonging to it or to another corporation,
if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly,
by the Company, are neither entitled to vote nor be counted for quorum purposes. Nothing in this section is to be construed as
limiting the right of the Company to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.
All persons holding Company stock in a fiduciary capacity are entitled to vote the shares so held. Persons whose stock is pledged
are entitled to vote, unless in the transfer by the pledgor on the books of the Company, he has expressly empowered the pledgee
to vote thereon, in which case only the pledgee, or his proxy, may represent such stock and vote thereon.
2.7 Quorum.
The holders of a majority of the outstanding shares entitled to vote on a matter, present in person or by proxy, will
constitute a quorum at any meeting of Stockholders, except as otherwise provided by law, the Certificate of Incorporation or these
Bylaws. If a quorum is not present, in person or by proxy, at any meeting of Stockholders, the Stockholders entitled to vote at
the meeting and who are present, in person or by proxy, may adjourn the meeting. If no Stockholder entitled to vote is present,
any officer of the Company may adjourn the meeting without notice other than announcement at the meeting (unless the Board of
Directors, after such adjournment, fixes a new
record date for the adjourned meeting), until a quorum is present, in person or by proxy. At any adjourned meeting at which a quorum
is present, in person or by proxy, any business may be transacted which may have been transacted at the original meeting had a
quorum been present; provided that, if the adjournment is for more than 30 days or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting must be given to each Stockholder of record entitled to vote
at the adjourned meeting.
2.8 Required
Vote; Withdrawal of Quorum. Directors of the Company are to be elected at a Stockholders meeting at which a quorum
is present, by a plurality of the votes of the shares entitled to vote on the election of directors and present in person or represented
by proxy. In all other matters, except the election of directors and those otherwise provided by law, the Certificate of Incorporation
or these Bylaws, the affirmative vote of the majority of shares present in person or represented by proxy at a meeting at which
a quorum is present, and entitled to vote on the subject matter, will be the act of the Stockholders. The Stockholders present
at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Stockholders
to leave less than a quorum.
2.9 Method
of Voting; Proxies. Except as otherwise provided in the Certificate of Incorporation or by law, each outstanding
share is entitled to one vote on each matter submitted to a vote at a Stockholders meeting. Elections of directors need not be
by written ballot. At any Stockholders meeting, every Stockholder having the right to vote or to express consent or dissent to
corporate action in writing without a meeting may do so either in person or by a proxy executed in writing by the Stockholder or
by his duly authorized attorney-in-fact, or any other means permitted by law. No proxy will be valid after three years from the
date of its execution, unless otherwise provided in the proxy. If no date is stated in a proxy, such proxy will be presumed to
have been executed on the date of the meeting at which it is to be voted. Each proxy will be revocable unless it expressly provides
that it is irrevocable and is coupled with an interest sufficient in law to support an irrevocable power or is otherwise made irrevocable
by law.
2.10 Record
Date.
(a)
Meetings of Stockholders. In order that the Company may
determine the Stockholders entitled to notice of or to vote at any meeting of Stockholders or any adjournment thereof, the
Board of Directors may fix a record date, which record date may not precede the date upon which the resolution fixing
the record date is adopted by the Board of Directors, and which record date may not be more than 60 nor less than ten days
before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining
Stockholders entitled to notice of or to vote at a meeting of Stockholders will be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held. A determination of Stockholders of record entitled to notice of or to vote at a meeting of
Stockholders will apply to any adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.
(b) Action
Without a Meeting. In order that the Company may determine the Stockholders entitled to consent to corporate action
in writing without a meeting, the Board of Directors may fix a record date, which record date may not precede the date upon which
the resolution fixing the record is adopted by the Board of Directors, and which date may not be more than ten days after the date
upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the
Board of Directors, the record date for determining Stockholders entitled to consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is required by law, will be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the Company by delivery to its registered office in this State,
its principal place of business or an officer or agent of the Company having custody of the book in which proceedings of meetings
of Stockholders are recorded. Delivery made to the Company’s registered office must be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the Board of Directors, and prior action by the Board of Directors
is required by law, the record date for determining Stockholders entitled to consent to corporate action in writing without a meeting
will be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
(c) Dividends,
Distributions, Other Actions. In order for the Company to determine the Stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the Stockholders entitled to exercise any rights in respect
of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date may not precede the date upon which the resolution fixing the record date is adopted, and which
record date may not be more than 60 days prior to such action. If no record date is fixed, the record date for determining Stockholders
for any such purpose will be at the close of business on the day of which the Board of Directors adopts the resolution relating
thereto.
2.11 Conduct
of Meeting. The Chairman of the Board, if such office has been filled, and, if not or if the Chairman of the Board
is absent or otherwise unable to act, the President will preside at all meetings of Stockholders. The Secretary will keep the records
of each meeting of Stockholders. In the absence or inability to act of any such officer, the officer’s duties must be performed
by the officer given the authority to act for the absent or non-acting officer under these Bylaws or by some person(s) appointed
at the meeting.
2.12 Consent
of Stockholders in Lieu of Meeting. Except as otherwise provided by law or by the Certificate of Incorporation,
any action required to be taken, or which may be taken, by law, the Certificate of Incorporation or these Bylaws, at any annual
or special meeting of Stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent(s) in
writing, setting forth the action taken, is signed by the holders of shares of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a meeting at which the holders of all shares entitled
to vote on the action were present and voted, provided that (a) such consent is executed and delivered in a manner consistent with
Delaware law and (b) prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent
is given to those Stockholders who have not consented in writing.
Article
Three: DIRECTORS
3.1 Management.
The business and affairs of the Company will be managed by and under the Board of Directors. Subject to the restrictions
imposed by law, the Certificate of Incorporation or these Bylaws, the Board of Directors may exercise all the powers of the Company.
3.2 Number;
Election; Term; Qualification. The number of directors which constitutes the entire Board of Directors may not
be less than one. The first Board of Directors will consist of the number of directors named in the Certificate of Incorporation
or, if no directors are so named, will consist of the number of directors elected by the incorporator(s) at an organizational meeting
or by unanimous written consent in lieu of the organizational meeting. Thereafter, within the limits above specified, the number
of directors which constitutes the entire Board of Directors will be determined by resolution of the Board of Directors or by resolution
of the Stockholders at the annual meeting or at a special meeting called for that purpose. Except as otherwise required by law,
the Certificate of Incorporation or these Bylaws, the directors will be elected at an annual meeting of Stockholders at which a
quorum is present and in accordance with the provisions for election of directors set forth in Section 2.8, supra. Each
director chosen in this manner will hold office until the first annual meeting of Stockholders held after his election and until
his successor is elected and qualified or, if earlier, until his death, resignation, or removal from office. No director need be
a Stockholder of the Company or a Delaware resident. Acceptance of the office of director may be expressed orally or in writing.
3.3 Change
in Number. A decrease in the number of directors constituting the entire Board of Directors will not have the effect
of shortening the term of any incumbent director.
3.4 Removal
and Resignation. At any meeting of Stockholders or, whenever permitted by law and the Certificate of Incorporation,
without a meeting by their written consents thereto, any director or the entire Board of Directors may be removed, with or without
cause, by a vote of the holders of a majority of the shares then entitled to vote on the election of directors; provided,
however, that if the Stockholders have the right to cumulate votes in the election of directors pursuant to the Certificate
of Incorporation, if less than the entire Board of Directors is to be removed, no one of the directors may be removed if the votes
cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors.
Any director may resign at any time. The resignations
must be made in writing and will take effect at the time specified therein, or if no time is specified, at the time of its receipt
by the Chairman of the Board, if any, the President or the Secretary. The acceptance of a resignation will not be necessary to
make it effective, unless expressly so provided in the resignation.
3.5 Vacancies.
Vacancies and newly-created directorships resulting from any increase in the authorized number of directors may be
filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Each director
so chosen will hold office until the first annual meeting of Stockholders held after his election and until his successor is elected
and qualified or, if earlier, until his death, resignation or removal from
office. If there are no directors in office, an
election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly-created
directorship, the directors then in office constitute less than a majority of the whole Board of Directors (as constituted immediately
prior to any such increase), the Court of Chancery may, upon application of any Stockholder(s) holding at least 10% of the total
number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held
to fill any such vacancies or newly-created directorships or to replace the directors chosen by the directors then in office. Except
as otherwise provided in these Bylaws, when one or more directors resign from the Board of Directors, effective at a future date,
a majority of the directors then in office, including those who have so resigned, will have the power to fill such vacancy or vacancies,
the vote thereon to take effect when such resignation(s) become effective, and each director so chosen will hold office as provided
in these Bylaws with respect to the filling of other vacancies.
3.6 Place
of Meetings. The Board of Directors may hold its meetings and may have an office(s) in such place(s), within or
outside the State of Delaware, as the Board of Directors may from time to time determine or as is specified in the notice of such
meeting or duly executed waiver of notice of such meeting.
3.7 First
Meeting. Each newly elected Board of Directors may hold its first organizational meeting, if a quorum is present,
immediately after and at the same place as the annual meeting of Stockholders. Notice of such meeting is not necessary.
3.8 Regular
Meetings. Regular meetings of the Board of Directors may be held without notice at such times and places as designated
from time to time by resolution of the Board of Directors and communicated to all directors.
3.9 Special
Meetings; Notice. Special meetings of the Board of Directors will be held whenever called by the Chairman of the
Board, the President or any director. The Secretary must give notice or the person calling the special meeting must cause notice
to be given of each special meeting to each director at least one day before the meeting. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice
of such meeting. Unless limited by law, by the Certificate of Incorporation or by the Bylaws, any and all business may be transacted
at any special meeting of directors.
3.10 Quorum;
Majority Vote. At all meetings of the Board of Directors, a majority of the directors fixed in the manner provided
in these Bylaws will constitute a quorum for the transaction of business. If a quorum is not present at a meeting, a majority of
the directors present or any director solely present may adjourn the meeting, without further notice other than an announcement
at the meeting until a quorum is present. Unless the act of a greater number is required by law, the Certificate of Incorporation
or these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is in attendance will be the act
of the Board of Directors. At any time that the Certificate of Incorporation provides that directors elected by the holders of
a class or series of stock will have more or less than one vote per director on any
matter, every reference in these Bylaws to a majority
or other proportion of directors will refer to a majority or other proportion of the votes of such directors.
3.11 Order
of Business. At meetings of the Board of Directors, business shall be transacted in such order as the Board of
Directors may determine. The Chairman of the Board, if any, and, if none or if the Chairman of the Board is absent or otherwise
unable to act, the President is to preside at all meetings of the Board of Directors. In the absence or inability to act of either
officer, a chairman is to be chosen by the Board of Directors from among the directors present. The Secretary is to act as the
secretary of each meeting of the Board of Directors unless the Board of Directors appoints another person to act as secretary of
the meeting. The regular minutes of the proceedings must be placed in the minute book of the Company.
3.12 Presumption
of Assent. A director of the Company who is present at any meeting of the Board of Directors at which action on
any Company matter is taken will be presumed to have assented to the action unless his dissent is entered in the minutes of the
meeting or unless he files his written dissent to such action with the person acting as secretary of the meeting before the adjournment
thereof or forwards any dissent by certified or registered mail to the Secretary immediately after the adjournment of the meeting.
Such right to dissent does not apply to a director who voted in favor of such action.
3.13 Compensation.
The Board of Directors has the authority to fix the compensation, including fees and reimbursement of expenses, paid
to directors for attendance at regular or special meetings of the Board of Directors or any committee thereof; provided,
however, that nothing contained herein be construed to preclude any director from serving the Company in any other capacity
or receiving compensation therefor.
3.14 Action
Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or Bylaws, any action required
or permitted to be taken at any meeting of the Board of Directors or of any committee may be taken without a meeting if all members
of the Board or committee, as the case may be, consent thereto in writing, and the writing(s) are filed with the minutes of proceedings
of the Board, or committee.
Article
Four: COMMITTEES
4.1 Designation.
The Board of Directors may, by resolution adopted by a majority of the entire Board of Directors, designate one or
more committees.
4.2 Number;
Qualification; Term. Each committee will consist of one or more directors appointed by resolution adopted by a
majority of the entire Board of Directors. The Board of Directors may designate one or more directors as alternate members of any
committee. Any such alternate member may replace any absent or disqualified member at any meeting of the committee. If no alternate
committee members have been so appointed to a committee or each alternate committee member is absent or disqualified, the member(s)
of the committee present at any meeting and not disqualified from voting, whether or not a quorum is present, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. The number
of committee members may be
increased or decreased by resolution
adopted by a majority of the entire Board of Directors. Each committee member shall serve as such until the earliest of (a)
the expiration of his term as director, (b) his resignation as a committee member or as a director, or (c) his removal as a
committee member or as a director.
4.3 Authority.
Each committee, to the extent expressly provided in the resolution establishing such committee, will have and may exercise
all of the authority of the Board of Directors in the management of the business and property of the Company except to the extent
expressly restricted by law, the Certificate of Incorporation or these Bylaws. A committee of the Board of Directors may be given
the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger
pursuant to the Delaware General Corporation Law.
4.4 Committee
Changes. The Board of Directors will have the power at any time to fill vacancies in, to change the membership
of, and to discharge any committee.
4.5 Regular
Meetings. Regular meetings of any committee may be held without notice at such time and place as may be designated
by the committee and communicated to all its members.
4.6 Special
Meetings. Special meetings of any committee may be held whenever called by any committee member. The committee
member calling any special meeting must cause notice of such special meeting, including the time and place of such special meeting,
to be given to each committee member at least one day before the meeting. Neither the business to be transacted at, nor the purpose
of, any special meeting of any committee need be specified in the notice or waiver of notice of the special meeting.
4.7 Quorum;
Majority Vote. At meetings of any committee, a majority of the number of members designated by the Board of Directors
will constitute a quorum for the transaction of business. If a quorum is not present at a meeting of any committee, a majority
of the members present may adjourn the meeting, without notice, other than an announcement at the meeting, until a quorum is present.
The act of a majority of the members present at any meeting at which a quorum is in attendance will be the act of the committee,
unless the act of a greater number is required by law, the Certificate of Incorporation or these Bylaws.
4.8 Minutes.
The minutes of the proceedings of each committee must be prepared and the committee must report the minutes to the
Board of Directors upon the request of the Board of Directors. The minutes of the proceedings of each committee must be delivered
to the Secretary for placement in the Company’s minute books.
4.9 Compensation.
Committee members may, by resolution of the Board of Directors, be allowed a stated salary or a fixed sum and expenses
of attendance, if any, for attending any committee meetings.
4.10 Responsibility.
The designation of any committee and the delegation of authority to it will not operate to relieve the Board of Directors
or any director of any responsibility imposed upon it or any director by law.
Article
Five: GENERAL PROVISIONS RELATING TO MEETINGS
5.1 Notice.
Whenever by law, the Certificate of Incorporation or these Bylaws, notice is required to be given to any committee
member, director or Stockholder and no provision is made as to how such notice must be given, any such notice may be given (a)
in person, (b) in writing, by mail, postage prepaid, addressed to such committee member, director or Stockholder at his address
as it appears on the books or, in the case of a Stockholder, the stock transfer records of the Company or (c) by any other method
permitted by law. Any notice required or permitted to be given by mail will be deemed to be given at the time it is deposited in
the United States mail. Any notice required or permitted to be given by overnight courier service will be deemed to be given at
the time delivered to such service with all charges prepaid and properly addressed. Any notice required or permitted to be given
by telegram, telex or telefax will be deemed to be given at the time transmitted with all charges prepaid and properly addressed.
5.2 Waiver
of Notice. Whenever by law, the Certificate of Incorporation or these Bylaws, any notice is required to be given
to any Stockholder, director or committee member, a waiver thereof in writing signed by the person(s) entitled to such notice,
whether before or after the time notice should have been given, will be equivalent to the giving of such notice. Attendance of
a Stockholder, director or committee member at a meeting will constitute a waiver of notice of such meeting, except where such
person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully
called or convened.
5.3 Telephone
and Similar Meetings. Stockholders, directors or committee members may participate in meetings and hold meetings
by means of conference telephone or similar communications equipment by means of which all persons participating in the meetings
can hear each other. Participation in such a meeting will constitute presence in person at the meeting, except where a person participates
for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or
convened.
Article
Six: OFFICERS
6.1 Number;
Titles; Election; Term of Office. The officers of the Company will be a President, a Secretary and any other officers
as the Board of Directors may from time to time elect or appoint, including, but not limited to, a Chairman of the Board, one or
more vice presidents (the “Vice President(s)”) and a treasurer (the “Treasurer”). Unless
otherwise specified by these Bylaws or by resolution of the Board of Directors, at the first meeting of the Board of Directors
after each annual meeting of Stockholders at which a quorum is present, the Board of Directors shall elect the officers. Each officer
will hold office until his successor has been duly elected and qualified, until his death or until he resigns or has been removed
in the manner provided here. Any two or more offices may be held by the same person. None of the officers need be a Stockholder
or Company director.
6.2 Removal
and Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board
of Directors whenever in its judgment the best
interests of the Company will be served thereby,
but such removal will be without prejudice to the contract rights, if any, of the person removed. Election or appointment of an
officer or agent will not of itself create contract rights. An officer may resign at any time upon written notice to the Company.
The acceptance of a resignation will not be necessary to make it effective unless so provided in the resignation.
6.3 Vacancies.
Any vacancy occurring in any office of the Company may be filled by the Board of Directors.
6.4 Authority.
Officers will have the authority and perform such duties in the management of the Company as provided in these Bylaws
or as may be determined by resolution of the Board of Directors not inconsistent with these Bylaws.
6.5 Compensation.
The compensation, if any, of officers and agents will be fixed from time to time by the Board of Directors; provided,
however, that the Board of Directors may by resolution delegate to any one or more officers the authority to fix such compensation.
6.6 Chairman
of the Board. The Chairman of the Board, if one is elected by the Board of Directors, will have those powers and
duties as prescribed by the Board of Directors.
6.7 President.
Unless and to the extent that such powers and duties are expressly delegated to a Chairman of the Board by the Board
of Directors, the President will be the chief executive officer of the Company and, subject to the supervision of the Board of
Directors, will have general management and control of the business and property of the Company in the ordinary course of its business
with all powers with respect to general management and control reasonably incident to such responsibilities, including, but not
limited to, the power to employ, discharge or suspend employees and agents, to fix the compensation of employees and agents and
to suspend, with or without cause, any officer pending final action by the Board of Directors with respect to continued suspension,
removal or reinstatement of such officer.
6.8 Vice
Presidents. Each Vice President, if any, will have those powers and duties assigned to him by the Board of Directors,
or delegated by the Chairman of the Board or the President. The Vice Presidents, in the order designated by the Board of Directors
or, in the absence of such a designation, as determined by the length of time each has held the office of Vice President, will
exercise the powers of the President during the President’s absence or inability to act.
6.9 Treasurer.
The Treasurer will have the care and custody of all the Company funds and must deposit them in such banks or other
depositories as the Board of Directors or any officer(s), or any officer and agent jointly, duly authorized by the Board of Directors,
direct or approve. He must keep a full and accurate account of all monies received and paid on account of the Company and must
render a statement of his accounts whenever the Board of Directors so requires. Except as otherwise provided by the Board of Directors,
he must perform all other necessary acts and duties in connection with the administration of the Company’s financial affairs
and generally perform all the duties usually appertaining to the office of the Treasurer. Whenever required by the Board of Directors,
he must give bonds for the faithful discharge of his duties in such sums and with such securities as the Board of Directors may
approve. In the
absence of the Treasurer, the person designated
by the Chairman of the Board, if any, or the President will perform his duties.
6.10 Assistant
Treasurers. Each assistant treasurer, if any, of the Company (“Assistant Treasurer”) will have
those powers and duties assigned to him by the Board of Directors, or delegated by the Chairman of the Board or the President.
The Assistant Treasurers, in the order as designated by the Board of Directors or, in the absence of such a designation, as designated
by the length of time they have held the office of Assistant Treasurer, will exercise the powers of the Treasurer during the Treasurer’s
absence or inability to act.
6.11 Secretary.
Except as otherwise provided in these Bylaws, the Secretary must keep the minutes of all meetings of the Board of Directors,
of any committee and of the Stockholders, or consents in lieu of such meetings in the Company’s minute books and must cause
notice of the meetings to be given when requested by any person authorized to call a meeting. The Secretary may sign with the Chairman
of the Board or the President, in the name of the Company, all contracts of the Company and affix the Company seal (if any) thereto.
The Secretary may sign with the Chairman of the Board or the President all Company Stock certificates, and he is in charge of the
certificate books, share transfer records, stock ledgers and any other stock books and papers as the Board of Directors may direct,
all of which must, at all reasonable times, be open to inspection by any director at the Company office during business hours.
The Secretary, will in general, perform such other duties incident to the office of the Secretary, or as assigned by the Board
of Directors or delegated by the Chairman of the Board or the President.
6.12 Assistant
Secretaries. Each assistant secretary, if any, of the Company (“Assistant Secretary”) will have
those powers and duties assigned to him by the Board of Directors or delegated by the Chairman of the Board or the President. The
Assistant Secretaries, in the order as designated by the Board of Directors or, in the absence of such a designation, as determined
by the length of time they have held the office of Assistant Secretary, will exercise the powers of the Secretary during the Secretary’s
absence or inability to act.
Article
Seven: CERTIFICATES AND SHAREHOLDERS
7.1 Certificates
for Shares. Certificates for shares of stock of the Company will be in the form approved by the Board of Directors.
The certificates must be signed by the Chairman of the Board or the President or a Vice President and also by the Secretary or
an Assistant Secretary or by the Treasurer or an Assistant Treasurer. Any and all signatures on the certificates may be a facsimile
and may be sealed with the Company seal or a facsimile thereof. If any officer, transfer agent or registrar who has signed, or
whose facsimile signature has been placed upon, a certificate has ceased to be an officer, transfer agent or registrar before the
certificate is issued, the certificate may be issued by the Company with the same effect as if he were an officer, transfer agent
or registrar at the date of issue. The certificates must be consecutively numbered and entered in the Company books as they are
issued and must exhibit the holder’s name and the number of shares. The Board of Directors may provide by resolution(s) that
some or all of any or all classes or series of its stock will be uncertificated shares. However, any such resolution will not apply
to shares represented by a certificate until
that certificate is surrendered to the Company.
Notwithstanding the adoption of such a resolution, every holder of uncertificated shares is entitled, upon request, to have a certificate
signed as prescribed above.
7.2 Consideration
for Shares. The consideration for subscriptions to, or the purchase of shares of capital stock to be issued by
the Company, must be paid in the form and in the manner that the Board of Directors determines. In the absence of actual fraud
in the transaction, the judgment of the directors as to the value of such consideration will be conclusive. Capital stock so issued
will be considered fully paid and nonassessable so long as the par value or stated value allocated to capital is paid in full by
consideration in the form of cash, services rendered, personal or real property, leases of real property or a combination thereof.
The balance or surplus in the subscription or purchase price of the stock, if the directors so determine, may be supplied by a
binding obligation of the subscriber or purchaser to pay the balance of the price.
7.3 Replacement
of Lost or Destroyed Certificates. The Board of Directors may issue a new certificate of stock or uncertificated
shares in place of any certificate issued by it, alleged to have been lost) stolen or destroyed, and the Board of Directors may
require the owner of the lost, stolen or destroyed certificate, or his legal representative to give the Company a bond sufficient
to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of the certificate
or the issuance of a new certificate of stock or uncertificated shares.
7.4 Transfer
of Shares. Upon surrender to the Company or its transfer agent of a certificate for shares duly endorsed or accompanied
by proper evidence of succession, assignation or authority to transfer, it will be the duty of the Company to issue a new certificate
to the person entitled to the new certificate, cancel the old certificate and record the transaction upon its books. Upon receipt
of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares will be cancelled
and issuance of new equivalent uncertificated shares or certificated shares will be made to the person entitled thereto and the
transaction will be recorded upon the books of the Company.
7.5 Registered
Stockholders. The Company will be entitled to treat the holder of record of any share(s) of stock as the holder
in fact thereof and, accordingly, will not be bound to recognize any equitable or other claim to such share(s) on the part of any
other person, whether or not it has express or other notice thereof, except as otherwise provided by law.
7.6 Regulations.
The Board of Directors will have the power and authority to make all rules and regulations as they deem expedient concerning
the issue, transfer, registration or the replacement of certificates for shares of Company stock.
7.7 Legends.
The Board of Directors will have the power and authority to provide that certificates representing shares of stock
bear those legends that the Board of Directors deems appropriate to assure that the Company complies with applicable federal or
state securities laws or other laws.
Article
Eight: INDEMNIFICATION OF DIRECTORS AND OFFICERS
8.1 Right
to Indemnification. Reference is made to Section 145 and any other relevant provisions of the Delaware General
Corporation Law. Particular reference is made to the class of persons, hereinafter called “Indemnitees”, who may be
indemnified by a Delaware corporation pursuant to the provisions of such Section 145, namely, any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that such person is or was a director, officer, employee, or agent of such
corporation or is or was serving at the request of such corporation as a director, officer, employee, or agent of such corporation
or is or was serving at the request of such corporation as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, or the heirs, executors, or administrators of such person. The Company shall, and is
hereby obligated to, indemnify the Indemnitees, and each of them, in each and every situation where the Company is obligated to
make such indemnification pursuant to the aforesaid statutory provisions. The Company shall indemnify the Indemnitees, and each
of them, in each and every situation where, under the aforesaid statutory provisions, the Company is not obligated, but is nevertheless
permitted or empowered, to make such indemnification, it being understood that, before making such indemnification with respect
to any situation covered under this sentence, (i) the Company shall promptly make or cause to be made, by any of the methods referred
to in Subsection (d) of such Section 145, a determination as to whether each Indemnitee acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of the Company, and, in the case of any criminal action
or proceeding, had no reasonable cause to believe that his or her conduct was unlawful, and (ii) no such indemnification shall
be made unless it is determined that such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in,
or not opposed to, the best interests of the Company, and, in the case of any criminal action or proceeding, had no reasonable
cause to believe that his or her conduct was unlawful.
8.2 Advancement
of Expenses. The Company may advance the expenses (including reasonable attorneys’ fees) incurred by an officer
or director in defending any Proceeding prior to the final disposition of the Proceeding upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is ultimately determined that he is not entitled to be indemnified
by the Company under Delaware General Corporation Law, as the same exists or may be amended in the future.
Expenses (including reasonable attorneys’
fees) incurred by other employees and agents may be paid upon those terms and conditions that the Board of Directors deems appropriate.
8.3 Nonexclusivity
of Right to Indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to,
the provisions of this Article Eight are not to be deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under the Bylaws, any agreement or vote of Stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in another capacity while holding that office.
8.4 Insurance.
The Company will have the power to purchase and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such, whether or not the Company would have the power
to indemnify him against such liability under this Article Eight or Delaware General Corporation Law or both.
Article
Nine: MISCELLANEOUS PROVISIONS
9.1 Dividends.
Dividends upon the capital stock of the Company, subject to the provisions of the Certificate of Incorporation and
applicable statutes, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, property or shares of the capital stock.
9.2 Reserves.
Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends the
sum(s) that the directors, in their absolute discretion, think proper as a reserve(s) to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Company or for such other purpose as the directors may find conducive
to the interests of the Company, and the directors may modify or abolish any reserve in the manner in which it was created.
9.3 Books
and Records. The Company must keep correct and complete books and records of account and must keep minutes of the
proceedings of its Stockholders and Board of Directors. The Company must keep at its registered office or principal place of business
or at the office of its transfer agent or registrar, a record of the original issuance of shares by the Company and a record of
each transfer of those shares that have been presented to the Company for registration of transfer, giving the names and addresses
of all past and current Stockholders and the number and class of the shares held by each.
9.4 Fiscal
Year. The fiscal year of the Company will be fixed by the Board of Directors; provided, however,
that if the fiscal year is not fixed by the Board of Directors and the selection of the fiscal year is not expressly deferred by
the Board of Directors, the fiscal year will be the calendar year.
9.5 Seal.
The seal of the Company will be in the form approved from time to time by the Board of Directors.
9.6 Securities
of Other Corporations. The President and each Vice President (or any other officers designated by the Board of
Directors) will have the power and authority to transfer, endorse for transfer, vote, consent or take any other action with respect
to any securities of another issuer which may be held or owned by the Company and to make, execute and deliver any waiver, proxy
or consent with respect to any such securities.
9.7 Invalid
Provisions. If any part of these Bylaws is held invalid or inoperative for any reason, the remaining parts, so
far as possible and reasonable, will remain valid and operative.
9.8 Attestation
by the Secretary. With respect to any deed, deed of trust, mortgage or other instrument executed by the Company
through its duly authorized officer(s), the attestation to such execution by the Secretary will not be necessary to constitute
such deed, deed of trust, mortgage or other instrument a valid and binding obligation against the Company unless the resolutions,
if any, of the Board of Directors authorizing such execution expressly state that such attestation is necessary.
9.9 Headings;
Table of Contents. The headings and table of contents used in these Bylaws have been inserted for administrative
convenience only and do not constitute matter to be construed in the interpretation of these Bylaws.
9.10 References.
In these Bylaws, whenever the singular number is used, the same includes the plural where appropriate and words of
any gender include each other gender where appropriate.
9.11 Amendments.
These Bylaws may be altered, amended or repealed or new bylaws may be adopted by the Stockholders or by the Board of
Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any regular meeting
of the Stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new bylaws is contained
in the notice of the special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the Board of Directors by
the Certificate of Incorporation, it shall not divest or limit the power of Stockholders to adopt new bylaws or amend or repeal
these Bylaws.
Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 1
OF FIRST AMENDED AND RESTATED SUPPORT
AGREEMENT
This AMENDMENT NO. 1 OF FIRST AMENDED AND
RESTATED SUPPORT AGREEMENT (“Amendment No. 1”), dated as of September 29, 2014, is made and entered
into by and among Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Parent”), TPG Asia
VI, L.P., a Cayman Islands limited partnership (the “Sponsor”), and the stockholders of Chindex International,
Inc., a Delaware corporation (the “Company”), listed on Schedule A-1 hereto (each, together with his,
her or its heirs, beneficiaries, executors, successors and permitted assigns, a “Stockholder” and, collectively
the “Stockholders”, and together with Parent and Sponsor, the “Parties”).
WHEREAS, on February 17, 2014, Parent, Healthy
Harmony Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and
the Company entered into an Agreement and Plan of Merger, which was subsequently amended and restated on April 18, 2014 (as it
may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), which
provides for, among other things, the merger of Merger Sub with and into the Company (the “Merger”) with the
Company continuing as the surviving corporation of the Merger;
WHEREAS, as a condition and inducement to
the willingness of Parent and Merger Sub to enter into the Merger Agreement, each Stockholder (in his, her or its capacity as such)
and the Sponsor entered into a Support Agreement on February 17, 2014 (the “Original Support Agreement”);
WHEREAS, the Parties amended and restated
the Original Support Agreement on August 6, 2014 (as amended and restated, the “Amended and Restated Support Agreement”);
WHEREAS, each Party to the Amended and Restated
Support Agreement desires to amend the Amended and Restated Support Agreement to replace Schedule A-1 and Schedule A-2
to the Amended and Restated Support Agreement with Schedule A-1 and Schedule A-2 hereto, such that each Rollover
Stockholder shall contribute the number of Shares set forth on Schedule A-2 hereto in exchange for the number of newly issued
Parent Interests set forth opposite such Rollover Stockholder’s name on Schedule A-2 hereto; and
NOW, THEREFORE, the Parties agree to amend
the Amended and Restated Support Agreement as follows:
Unless otherwise specifically defined herein,
all capitalized terms used but not defined herein shall have the respective meanings ascribed to them under the Amended and Restated
Support Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby”
and each other similar reference and each reference to “this Agreement” and each other similar reference contained
in the Amended and Restated Support Agreement shall, from and after the execution
of Amendment No. 1, refer to the Amended and Restated Support Agreement as amended by Amendment No. 1. Notwithstanding the foregoing,
references to the date of the Amended and
Restated Support Agreement, as amended hereby, shall in all instances continue to refer
to August 6, 2014, and references to “the date hereof” and “the date of this Agreement” shall continue
to refer to August 6, 2014.
| 2. | Amendments to Amended and Restated Support Agreement |
| 2.1 | Amendment to Schedule A-1 |
Schedule A-1 of the Amended
and Restated Support Agreement is hereby replaced by Schedule A-1 attached hereto.
| 2.2 | Amendment to Schedule A-2 |
Schedule A-2 of the Amended
and Restated Support Agreement is hereby replaced by Schedule A-2 attached hereto.
The Parties agree that, except
as amended by Section 2 of Amendment No. 1, the Amended and Restated Support Agreement shall remain in full force and effect and
constitute legal and binding obligations of the Parties. Amendment No. 1 forms an integral and inseparable part of the Amended
and Restated Support Agreement.
| 3.2 | Other Miscellaneous Terms |
The provisions of Section 17 (Miscellaneous)
of the Amended and Restated Support Agreement shall apply mutatis mutandis to Amendment No. 1, and to the Amended and Restated
Support Agreement as modified by Amendment No. 1, taken together as a single agreement, reflecting the terms therein as modified
by Amendment No. 1.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Amendment No. 1 has
been duly executed and delivered by the duly authorized representatives of the Parties (as applicable) as of the date first written
above.
| HEALTHY HARMONY HOLDINGS, L.P. |
|
| |
|
| By: Healthy Harmony GP, Inc., its general partner |
|
| |
|
| By: |
/s/ Ronald Cami |
|
| Name: Ronald Cami |
|
| Title: Vice President |
|
| |
|
| TPG ASIA VI, L.P. |
|
| By: TPG Asia GenPar VI, L.P., its general partner |
|
| By: TPG Asia GenPar VI Advisors, Inc., its general partner |
|
| |
|
| By: |
/s/ Ronald Cami |
|
| Name: Ronald Cami |
|
| Title: Vice President |
|
[Signature Page to Amendment No. 1 to Amended
and Restated Support Agreement]
| STOCKHOLDERS |
|
| |
|
| Roberta Lipson |
|
| |
|
| By: |
/s/ Roberta Lipson |
|
| |
|
| Elyse Silverberg |
|
| |
|
| By: |
/s/ Elyse Silverberg |
|
| Lawrence Pemble |
|
| |
|
| By: |
/s/ Lawrence Pemble |
|
STOCKHOLDERS
Roberta Lipson, as trustee of the Benjamin Lipson Plafker Trust
Roberta Lipson, as trustee of the Daniel Lipson Plafker Trust
Roberta Lipson, as trustee of the Jonathan Lipson Plafker Trust
Roberta Lipson, as trustee of the Ariel Benjamin Lee Trust
[Signature Page to Amendment No. 1 to Amended
and Restated Support Agreement]
| FOSUN INDUSTRIAL CO., LIMITED |
|
| |
|
| By: |
/s/ Qiyu Chen |
|
| |
|
| Name: Qiyu Chen |
|
| |
|
| Title: Chairman of the Board of Directors |
|
| |
|
|
[Signature Page to Amendment No. 1 to Amended
and Restated Support Agreement]
SCHEDULE A-1
As of August 25, 2014
| Stockholder |
|
Address/Facsimile |
|
Residence |
|
Common
Stock Owned |
|
Class B
Common
Stock Owned |
| |
|
|
|
|
|
|
|
|
| Roberta Lipson |
|
c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310-215-7777 |
|
USA |
|
239,671 |
|
570,000 |
| |
|
|
|
|
|
|
|
|
| Benjamin Lipson Plafker Trust |
|
c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310-215-7777 |
|
USA |
|
10,800 |
|
0 |
| |
|
|
|
|
|
|
|
|
| Daniel Lipson Plafker Trust |
|
c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310-215-7777 |
|
USA |
|
0 |
|
30,000 |
| |
|
|
|
|
|
|
|
|
| Jonathan Lipson Plafker Trust |
|
c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310-215-7777 |
|
USA |
|
0 |
|
30,000 |
| Stockholder |
|
Address/Facsimile |
|
Residence |
|
Common
Stock Owned |
|
Class B
Common
Stock Owned |
| |
|
|
|
|
|
|
|
|
| Ariel Benjamin Lee Trust |
|
c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310-215-7777 |
|
USA |
|
0 |
|
30,000 |
| |
|
|
|
|
|
|
|
|
| Elyse Silverberg |
|
c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310-215-7777 |
|
USA |
|
225,106 |
|
390,750 |
| |
|
|
|
|
|
|
|
|
| Lawrence Pemble |
|
c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310-215-7777 |
|
USA |
|
83,956 |
|
111,750 |
| |
|
|
|
|
|
|
|
|
| Significant Stockholder |
|
Qiao Yang, Shanghai Fosun Pharmaceutical Group Co., Ltd.
9th Floor, No.2 East Fuxing Road, Shanghai 200010,
PRC |
|
Hong Kong |
|
3,157,163 |
|
0 |
| Stockholder |
|
Address/Facsimile |
|
Residence |
|
Common
Stock Owned |
|
Class B
Common
Stock Owned |
| |
|
|
|
|
|
|
|
|
|
|
Tel: +86 21 23138000*8185/23128185
Fax: +86 21 23138127 |
|
|
|
|
|
|
Schedule A-2
| Stockholder |
|
Address/Facsimile |
|
Rollover Shares |
|
Parent Interests |
| |
|
|
|
|
|
|
| Roberta Lipson |
|
c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310-215-7777 |
|
615,892 |
|
615,892 |
| |
|
|
|
|
|
|
| Benjamin Lipson Plafker Trust |
|
c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310-215-7777 |
|
10,800 |
|
10,800 |
| |
|
|
|
|
|
|
| Daniel Lipson Plafker Trust |
|
c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310-215-7777 |
|
30,000 |
|
30,000 |
| |
|
|
|
|
|
|
| Jonathan Lipson Plafker Trust |
|
c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310-215-7777 |
|
30,000 |
|
30,000 |
| Ariel Benjamin Lee Trust |
|
c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310-215-7777 |
|
30,000 |
|
30,000 |
| |
|
|
|
|
|
|
| Significant Stockholder |
|
Qiao Yang, Shanghai Fosun Pharmaceutical Group Co., Ltd.
9th Floor, No.2 East Fuxing Road, Shanghai 200010, PRC
Tel: +86 21 23138000*8185/23128185
Fax: +86 21 23138127 |
|
3,157,163 |
|
3,157,163 |
Chindex (NASDAQ:CHDX)
過去 株価チャート
から 5 2024 まで 6 2024
Chindex (NASDAQ:CHDX)
過去 株価チャート
から 6 2023 まで 6 2024
