0000769993-12-000239.txt : 20120214
0000769993-12-000239.hdr.sgml : 20120214
20120214122521
ACCESSION NUMBER: 0000769993-12-000239
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120214
DATE AS OF CHANGE: 20120214
GROUP MEMBERS: GOLDMAN, SACHS & CO.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: China Nepstar Chain Drugstore Ltd.
CENTRAL INDEX KEY: 0001414850
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912]
IRS NUMBER: 000000000
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-83664
FILM NUMBER: 12606417
BUSINESS ADDRESS:
STREET 1: 6TH FLOOR, TOWER B, XINNENGYUAN BUILDING
STREET 2: NANHAI ROAD, NANSHAN DISTRICT
CITY: SHENZHEN
STATE: F4
ZIP: 518054
BUSINESS PHONE: 86-755-26433366
MAIL ADDRESS:
STREET 1: 6TH FLOOR, TOWER B, XINNENGYUAN BUILDING
STREET 2: NANHAI ROAD, NANSHAN DISTRICT
CITY: SHENZHEN
STATE: F4
ZIP: 518054
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC
CENTRAL INDEX KEY: 0000886982
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
IRS NUMBER: 134019460
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 2129021000
MAIL ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
FORMER COMPANY:
FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/
DATE OF NAME CHANGE: 20010104
SC 13G/A
1
chinanepstar2gsco.txt
CHINA NEPSTAR CHAIN DRUGSTORE LTD. AMENDMENT 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CHINA NEPSTAR CHAIN DRUGSTORE LTD.
-------------------------------------------------------------------------------
(Name of Issuer)
Ordinary Shares, $0.0001 par value
-------------------------------------------------------------------------------
(Title of Class of Securities)
16943C109
--------------------------------------------
(CUSIP Number)
December 31, 2011
-------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 29
-----------------------
CUSIP No. 16943C109 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
50,000,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
50,000,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
50,000,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
24.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
------------------------------------------------------------------------------
Page 2 of 29
-----------------------
CUSIP No. 16943C109 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN, SACHS & CO.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
New York
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
50,000,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
50,000,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
50,000,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
24.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-PN-IA
------------------------------------------------------------------------------
Page 3 of 29
-----------------------
CUSIP No. 16943C109 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS 2000, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
27,569,980
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
27,569,980
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
27,569,980
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
13.3 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 4 of 29
-----------------------
CUSIP No. 16943C109 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
10,017,870
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
10,017,870
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
10,017,870
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
4.8 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 5 of 29
-----------------------
CUSIP No. 16943C109 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS ADVISORS 2000, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
37,587,850
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
37,587,850
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
37,587,850
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
18.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 6 of 29
-----------------------
CUSIP No. 16943C109 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Germany
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,152,364
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,152,364
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,152,364
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.6 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 7 of 29
-----------------------
CUSIP No. 16943C109 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN, SACHS MANAGEMENT GP GMBH
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Germany
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,152,364
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,152,364
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,152,364
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.6 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 8 of 29
-----------------------
CUSIP No. 16943C109 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
8,759,786
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
8,759,786
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
8,759,786
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
4.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 9 of 29
-----------------------
CUSIP No. 16943C109 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
2,500,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,500,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 10 of 29
-----------------------
CUSIP No. 16943C109 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS EMPLOYEE FUNDS 2000 GP, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
11,259,786
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
11,259,786
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
11,259,786
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.4 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 11 of 29
-----------------------
CUSIP No. 16943C109 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS AG
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Germany
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,152,364
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,152,364
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,152,364
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.6 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 12 of 29
Item 1(a). Name of Issuer:
CHINA NEPSTAR CHAIN DRUGSTORE LTD.
Item 1(b). Address of Issuer's Principal Executive Offices:
6TH Floor, Tower B, Xinnengyuan Building
Nanhai Road, Nashan District, Shenzhen
Guangdong Province 518054
People's Republic of China
Item 2(a). Name of Persons Filing:
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN, SACHS & CO.
GS CAPITAL PARTNERS 2000, L.P.
GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
GS ADVISORS 2000, L.L.C.
GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG
GOLDMAN, SACHS MANAGEMENT GP GMBH
GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P.
GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P.
GS EMPLOYEE FUNDS 2000 GP, L.L.C.
GOLDMAN SACHS AG
Item 2(b). Address of Principal Business Office or, if none, Residence:
The Goldman Sachs Group, Inc., Goldman, Sachs & Co.
GS CAPITAL PARTNERS 2000, L.P., GS ADVISORS 2000, L.L.C.,
GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P.,
GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P.,
GS Employee Funds 2000 GP, L.L.C.,
GOLDMAN, SACHS MANAGEMENT GP GMBH,
GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.:
200 West Street
New York, NY 10282
GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG:
Peterborough Court
133 Fleet Street
London EC4A 2BB, United Kingdom
GOLDMAN SACHS AG:
MesseTurm, Friedrich-Ebert-Anlage 49,
60308 Frankfurt am Main, Germany
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN, SACHS & CO. - New York
GS CAPITAL PARTNERS 2000, L.P. - Delaware
GS CAPITAL PARTNERS 2000 OFFSHORE, L.P. - Cayman Islands
GS ADVISORS 2000, L.L.C. - Delaware
GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG - Germany
GOLDMAN, SACHS MANAGEMENT GP GMBH - Germany
GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P. - Delaware
GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P. - Delaware
GS EMPLOYEE FUNDS 2000 GP, L.L.C. - Delaware
GOLDMAN SACHS AG - Germany
Item 2(d). Title of Class of Securities:
Ordinary Shares, $0.0001 par value
Item 2(e). CUSIP Number:
16943C109
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a).[ ] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[ ] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[ ] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f).[ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 13 of 29
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s)to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Clients of the Reporting Person(s) have or may have the
right to receive or the power to direct the receipt of
dividends from,or the proceeds from the sale of, securities
held in their accounts. Clients known to have such right or
power with respect to more than 5% of the class of
securities to which this report relates are:
NONE
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
See Exhibit (99.2)
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
--------------------------
*In accordance with the Securities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities, if
any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion or both, or with respect to
which there are limits on their voting or investment authority or both and
(ii) certain investment entities of which the Goldman Sachs Reporting Units
act as the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than the Goldman
Sachs Reporting Units.
Page 14 of 29
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 14, 2012
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS ADVISORS 2000, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS EMPLOYEE FUNDS 2000 GP, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS AG
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
Page 15 of 29
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.4 Power of Attorney, relating to
GOLDMAN, SACHS & CO.
99.5 Power of Attorney, relating to
GS CAPITAL PARTNERS 2000, L.P.
99.6 Power of Attorney, relating to
GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
99.7 Power of Attorney, relating to
GS ADVISORS 2000, L.L.C.
99.8 Power of Attorney, relating to
GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG
99.9 Power of Attorney, relating to
GOLDMAN, SACHS MANAGEMENT GP GMBH
99.10 Power of Attorney, relating to
GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P.
99.11 Power of Attorney, relating to
GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P.
99.12 Power of Attorney, relating to
GS EMPLOYEE FUNDS 2000 GP, L.L.C.
99.13 Power of Attorney, relating to
GOLDMAN SACHS AG
Page 16 of 29
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Ordinary Shares, $0.0001 par value, of CHINA NEPSTAR CHAIN DRUGSTORE LTD.
and further agree to the filing of this agreement as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.
Date: February 14, 2012
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS ADVISORS 2000, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS EMPLOYEE FUNDS 2000 GP, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS AG
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
Page 17 of 29
EXHIBIT (99.2)
ITEM 7 INFORMATION
The securities being reported on by The Goldman Sachs Group, Inc. ("GS
Group"), as a parent holding company, are owned by GS Capital Partners 2000,
L.P., GS Capital Partners 2000 Employee Fund, L.P., Goldman Sachs Direct
Investment Fund 2000, L.P., each a Delaware limited partnership, GS Capital
Partners 2000 Offshore, L.P., a Cayman Islands exempted limited partnership,
and GS Capital Partners 2000 GmbH & Co. Beteiligungs KG, a German civil law
partnership with limitation of liability (collectively, the "Investing
Entities"), or are owned, or may be deemed to be beneficially owned, by Goldman,
Sachs & Co. ("Goldman Sachs"), a broker or dealer registered under Section 15 of
the Act and an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940. The general partner, managing general partner or other
manager of each of the Investing Entities is an affiliate of GS Group. Goldman
Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment
manager of certain of the Investing Entities.
Page 18 of 29
EXHIBIT (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates. The Company
has the unrestricted right to unilaterally revoke this Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 7, 2010.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel
Page 19 of 29
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company")
does hereby make, constitute and appoint each of Ronald L. Christopher, Dan
Deluca, Robert Belva and Jeremy Kahn (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories,hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates. The Company
has the unrestricted right to unilaterally revoke this Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 7, 2010.
GOLDMAN, SACHS & CO.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Managing Director
Page 20 of 29
EXHIBIT (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS 2000, L.P. (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed
to be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GS CAPITAL PARTNERS 2000, L.P.
By: GS ADVISORS 2000, L.L.C.
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
Page 21 of 29
EXHIBIT (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
(the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
By: GS ADVISORS 2000, L.L.C.
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
Page 22 of 29
EXHIBIT (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS 2000, L.L.C. (the "Company")
does hereby make, constitute and appoint each of Ronald L. Christopher, Dan
Deluca, Robert Belva and Jeremy Kahn (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GS ADVISORS 2000, L.L.C.
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
Page 23 of 29
EXHIBIT (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS 2000 GMBH & CO.
BETEILIGUNGS KG (the "Company") does hereby make, constitute and appoint each of
Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in
writing by one of the attorneys-in-fact), acting individually, its true and
lawful attorney, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG
By: GOLDMAN SACHS MANAGEMENT GP GMBH
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
Page 24 of 29
EXHIBIT (99.9)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS MANAGEMENT GP GMBH (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed
to be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GOLDMAN, SACHS MANAGEMENT GP GMBH
By: /s/ John E. Bowman
____________________________
Name: John E. Bowman
Title: Managing Director
Page 25 of 29
EXHIBIT (99.10)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS 2000 EMPLOYEE FUND,
L.P. (the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher,Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"),with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P.
By: GS EMPLOYEE FUNDS 2000 GP, L.L.C.
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
Page 26 of 29
EXHIBIT (99.11)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS DIRECT INVESTMENT FUND
2000, L.P. (the "Company") does hereby make, constitute and appoint each of
Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in
writing by one of the attorneys-in-fact), acting individually, its true and
lawful attorney, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P.
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
Page 27 of 29
EXHIBIT (99.12)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS EMPLOYEE FUNDS 2000 GP, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GS EMPLOYEE FUNDS 2000 GP, L.L.C.
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
Page 28 of 29
EXHIBIT (99.13)
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS AG (the "Company")
does hereby make, constitute and appoint each of Dan Deluca, Robert Belva
and Jeremy Kahn, (and any other employee of The Goldman Sachs Group, Inc.
or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings
required to be made by the Company under the Securities Exchange Act of 1934,
(as amended, the "Act"), with respect to securities which may be deemed to be
beneficially owned by the Company under the Act, giving and granting unto each
said attorney-in-fact power and authority to act in the premises as fully and
to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
October 27, 2011.
GOLDMAN SACHS AG
By: /s/ Matthias B. Bock
____________________________
Name: Matthias B. Bock
Title: Managing Director
By: /s/ Arne C. Lawall
____________________________
Name: Arne C. Lawall
Title: Executive Director
Page 29 of 29