SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)

(Amendment No. 1)

Chindex International, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

169467107

(CUSIP Number)

Ronald Cami

Vice President

TPG Global, LLC

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

(817) 871-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 17, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box.  ¨

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d -7 for other parties to whom copies are to be sent.

(Continued on following pages)

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The information required on 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).

This Amendment No. 1 (the “Amendment”) amends and supplements the Schedule 13D filed on February 27, 2014 (the “Original Schedule 13D” and, as further amended and supplemented by this Amendment, the “Schedule 13D”) by TPG Asia Advisors VI, Inc., David Bonderman and James G. Coulter with respect to the Common Stock and Class B Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 4. Purpose of Transaction

This Amendment amends and restates the last two paragraphs of Item 4 of the Original Schedule 13D in their entirety as set forth below:

“Revised Proposal

In response to a definitive proposal from a financial bidder received by a committee of independent directors of the board of directors of the Issuer (the “Transaction Committee”) that the Transaction Committee determined to be a “Superior Proposal” under the Merger Agreement, Parent submitted a revised proposal to the Issuer just before midnight on April 17, 2014 in a letter addressed to the members of the Transaction Committee (the “Revised Proposal”). Pursuant to the Revised Proposal, Parent proposed to acquire all of the outstanding Common Shares, other than the Common Shares to be contributed to Parent by the Rollover Investors and the additional rollover stockholders, at a price of $24.00 per share in cash.

Amended and Restated Merger Agreement

In connection with the Revised Proposal, on April 18, 2014, the Issuer entered into an amended and restated agreement and plan of merger (the “Amended Merger Agreement”) with Parent and Merger Sub, pursuant to which the terms of the Merger Agreement were amended to provide that, among other things, (i) the outstanding Common Shares (excluding (A) any Common Shares held by any of Parent, Merger Sub and any other subsidiary of Parent, including each Common Share contributed to Parent by the Rollover Investors and each Common Share contributed to Parent by the additional rollover stockholders and Common Shares held in the treasury of the Issuer or owned by any subsidiary of the Issuer and (B) any Common Shares held by a dissenting shareholder of the Issuer who shall have complied with the provisions of Section 262 of the DGCL) will be converted into the right to receive an amount in cash equal to $24.00 per Common Share, without any interest thereon, and (ii) the consummation of the Merger is no longer subject to the approval of the stockholders of Shanghai Fosun Pharmaceutical (Group) Co., Ltd., the parent of Fosun Industrial (the “Fosun Stockholder Approval”).

Support Agreement Side Letter

In connection with the Revised Proposal, on April 18, 2014, the Sponsor, Ms. Lipson and Fosun Industrial entered into a side letter (the “Support Agreement Side Letter”), pursuant to which the parties agreed to amend certain of the terms of the shareholders agreement to be entered into pursuant to the Support Agreement to reflect the terms set forth in Exhibit A to the Support Agreement Side Letter.

Amended and Restated Limited Guarantee

In connection with the Revised Proposal, on April 18, 2014, Sponsor entered into an amended and restated limited guarantee (the “Amended Limited Guarantee”) with the Issuer, pursuant to which the terms of the Limited Guarantee were amended to provide that, among other things, Sponsor will guarantee 100% of the obligations of Parent and Merger Sub under the Amended Merger Agreement to pay, under certain circumstances, a reverse termination fee and reimburse 100% of the indemnification obligations of Parent.

Amended and Restated Equity Commitment Letter

In connection with the Revised Proposal, on April 18, 2014, Sponsor entered into an amended and restated equity commitment letter (the “Amended Equity Commitment Letter”) with Parent, pursuant to which the terms of the Equity Commitment Letter were amended to provide that, among other things, Sponsor will commit to invest $455,000,000 in Parent to fund the Merger.

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New Waiver Agreement

In connection with the Revised Proposal, on April 18, 2014, TPG entered into a new waiver agreement (the “New Waiver Agreement”) with the Issuer, pursuant to which certain actions, including (i) the execution and performance of the Amended Merger Agreement, (ii) the execution and performance of the Support Agreement Side Letter, (iii) the execution and performance of the Amended Limited Guarantee, (iv) the execution and performance of the Amended Equity Commitment Letter, (v) the occurrence of the transactions contemplated in each of the foregoing, including, without limitation, the Merger, (vi) the execution and performance of the Side Agreement, (vii) the execution and performance of the other agreements and arrangements set forth in Section 5.8 of the amended and restated parent disclosure schedule to the Amended Merger Agreement and (viii) the execution and performance of the amended and restated voting agreement between Parent and Shanghai Fosun High Technology (Group) Co., Ltd. shall not be in breach of clauses (a)(i)-(ix) appearing on pages 4 and 5 of a letter agreement entered into by TPG and the Issuer on March 18, 2013 relating to the non-disclosure of certain information and certain other matters.

Side Agreement

In connection with the Revised Proposal, on April 18, 2014, Sponsor, Parent and Fosun Industrial entered into an agreement (the “Side Agreement”), pursuant to which the funding of Fosun Industrial’s equity commitment to Parent (the “Fosun Commitment”), in accordance with the amended and restated equity commitment letter, dated April 18, 2014, between Fosun and Parent, shall be subject to (i) the Fosun Stockholder Approval, (ii) the due execution and delivery of the Amended Merger Agreement by the Issuer, (iii) the satisfaction or waiver of each of the conditions to Parent’s and Merger Sub’s obligations to effect the closing set forth in Sections 7.1 and 7.2 of the Amended Merger Agreement, and (iv) the substantially simultaneous consummation of the Merger in accordance with the terms of the Amended Merger Agreement.

Pursuant to the Side Agreement, if the Fosun Stockholder Approval is not obtained, Fosun Industrial and Sponsor shall, for a period of one month after Shanghai Fosun Pharmaceutical (Group) Co., Ltd.’s stockholder meeting, discuss alternative arrangements relating to Fosun Industrial acquiring or investing in Parent on terms and conditions acceptable to each of them in their sole discretion.

In addition, pursuant to the Side Agreement, if (i) the Merger is consummated and the Fosun Commitment or any alternative commitment pursuant to the Side Agreement is not funded in full for any reason, or (ii) the reverse termination fee under the Amended Merger Agreement becomes payable solely due to the breach of Fosun Industrial’s obligation to fund the Fosun Commitment, Fosun Industrial shall pay to Sponsor $30,834,000 (the “Fee”) after the effective time of the Merger or the termination of the Amended Merger Agreement, as applicable.

If the Merger is consummated and Fosun Commitment or any alternative commitment pursuant to the Side Agreement is not funded in full for any reason, Parent, Sponsor and Fosun Industrial agree that no shareholders agreement shall be entered into among them unless otherwise agreed; provided that (i) Sponsor and Fosun Industrial shall enter into an agreement reflecting the rights of Sponsor described under “Exit Provisions” of the term sheet attached to the Support Agreement, (ii) Sponsor shall grant Fosun Industrial the right to appoint one director to the board of directors of the general partner of Parent and (iii) Sponsor and Fosun Industrial shall discuss other minority rights of Fosun Industrial.

Pursuant to the Side Agreement, Fosun Industrial has agreed to grant to Sponsor, within 30 days of April 18, 2014, a first priority security interest in its Common Shares to secure its obligations to fund the Fosun Commitment and to pay the Fee.

Other than as described above, none of the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the persons listed in Schedule I hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to

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be reported herein, including, without limitation, such matters as acquiring additional securities of the Issuer or disposing of securities of the Issuer; entering into an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; selling or transferring a material amount of assets of the Issuer or any of its subsidiaries; changing the present board of directors or management of the Issuer, including changing the number or term of directors or filling any existing vacancies on the board of directors of the Issuer; materially changing the present capitalization or dividend policy of the Issuer; materially changing the Issuer’s business or corporate structure; changing the Issuer’s certificate of incorporation, bylaws or instruments corresponding thereto or taking other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933, as amended; and taking any action similar to any of those enumerated above.

References to and descriptions of the Merger Agreement, the Support Agreement, the Limited Guarantee, the Equity Commitment Letter, the Pipeline Letter of Commitment, the Waiver Agreement, the Revised Proposal, the Amended Merger Agreement, the Support Agreement Side Letter, the Amended Limited Guarantee, the Amended Equity Commitment Letter, the New Waiver Agreement and the Side Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of each of the Merger Agreement, the Support Agreement, the Limited Guarantee, the Equity Commitment Letter, the Pipeline Letter of Commitment, the Waiver Agreement, the Revised Proposal, the Amended Merger Agreement, the Support Agreement Side Letter, the Amended Limited Guarantee, the Amended Equity Commitment Letter, the New Waiver Agreement and the Side Agreement, which have been filed as Exhibits 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14, respectively, and are incorporated herein by reference.”

Item 5. Interest in Securities of the Issuer

This Amendment amends and restates the second and third paragraphs of Item 5 of the Original Schedule 13D in their entirety as set forth below:

“(a)–(b) The following disclosure assumes that there are a total of 17,081,744 shares of Common Stock and 1,162,500 shares of Class B Common Stock outstanding as of April 10, 2014 based on the information provided in the Amended Merger Agreement.

As further described in Item 2, pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 3,709,377 shares of Common Stock and 1,162,500 shares of Class B Common Stock beneficially owned by the Stockholders, which constitutes approximately 44.4% of the outstanding Common Shares, which percentage reflects the six-for-one voting power of the Class B Common Stock.”

Item 7. Material to Be Filed as Exhibits

This Amendment amends and restates Item 7 of the Original Schedule 13D in its entirety as set forth below:

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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.

Dated: April 21, 2014

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INDEX TO EXHIBITS

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Exhibit 8

HEALTHY HARMONY HOLDINGS, L.P.

April 17, 2014

The Transaction Committee of the Board of Directors

Chindex International, Inc.

4340 East West Highway, Suite 1100

Bethesda, Maryland 20814

United States

Dear Members of the Transaction Committee:

We have received your letter dated April 14, 2014 (the “Transaction Committee Notice”), pursuant to which Chindex International, Inc. (the “Company”) stated that the committee of independent directors established by the Board of Directors of the Company (the “Transaction Committee”) had received a definitive proposal (the “Competing Proposal”) from a financial bidder (the “Financial Bidder”). That letter also informed us that the Transaction Committee had determined that the Competing Proposal constituted a Superior Proposal under Section 6.2(d) of the Agreement and Plan of Merger, dated as of February 17, 2014, by and among the Company, Healthy Harmony Holdings L.P. (“we”, “us” or “Parent”) and Healthy Harmony Acquisition, Inc. (the “Merger Agreement”).

In response to the Transaction Committee Notice, we are making this revised offer (the “Offer”) pursuant to Section 6.2(d) of the Merger Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

Set forth below are the key terms of our Offer:

1. Offer Price

We propose to acquire all of the outstanding shares of common stock of the Company, other than the Shares contributed to Parent by the Rollover Investors and the Additional Rollover Stockholders, at a price of $24.00 per share in cash, which, based on the data you have provided to us, reflects an implied equity value of approximately $461 million.

2. Financing

Our Offer is not subject to a financing condition and TPG Asia VI, L.P. (“TPG”) has agreed to fund the full amount required for the Merger so the Transaction Committee and the Company Board are not subject to any risks associated with whether or not Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (“Fosun Parent”), the parent company of Fosun Industrial Co., Limited (“Fosun”), obtains the necessary stockholder vote or Fosun otherwise actually participates in the financing.

Our Offer continues to have the benefit of Fosun and Ms. Roberta Lipson rolling over all, and a portion, respectively, of their Shares and Ms. Lipson, Ms. Elyse Silverberg and Mr. Lawrence Pemble committing to vote for the Transactions.

Our Offer continues to include the commitment of TPG and Fosun to fund the pipeline projects of the Company with an additional $130 million after the Closing.

3. Required Approvals

While Fosun Parent intends to obtain approval of its stockholders (the “Fosun Stockholder Approval”) to provide financing for the Transactions, Fosun Stockholder Approval will not be a condition to effect the Merger under the amended and restated Merger Agreement and, as noted above, TPG has agreed to provide an amended and restated Equity Commitment Letter to cover the entire Equity Financing. Thus, unlike the existing Merger Agreement terms, the Company will not have any risk that the Merger will not be consummated because of an unanticipated inability or delay in obtaining the Fosun Stockholder Approval.

As contemplated by the Merger Agreement, the Transactions will require AML Approval. TPG, Fosun and the Company have been working diligently and expect to submit to MOFCOM the requisite filing by the end of April.

4. Definitive Documentation

We have enclosed with this Offer an executed copy of the following documents: an amended and restated merger agreement, an amended and restated equity commitment letter from TPG, an amended and restated limited guarantee from TPG, a letter relating to the Support Agreement, an amended and restated side letter regarding provision of certain VIE side agreements, an amended and restated Parent Disclosure Letter, an amended and restated waiver to TPG Confidentiality Agreement, and an amended and restated waiver to Fosun Stockholders’ Agreement (collectively, the “Transaction Documents”). Since these documents are all executed, the Offer is capable of being accepted immediately by the Transaction Committee and the Board.

*            *             *

We believe that our Offer is highly attractive and offers the Company an opportunity to provide a premium over the price under the Competing Proposal. Moreover, our Offer would deliver this value with great certainty, as we have removed the Fosun Stockholder Approval requirement and related termination provisions and have the voting support of Fosun, Ms. Roberta Lipson, Ms. Elyse Silverberg and Mr. Lawrence Pemble. Because of the work done to date, and great the respect that Fosun has within China, we may also be in a position to obtain AML Approval more quickly.

Our Offer shall expire at 11:59 P.M. New York time on April 18, 2014 unless we otherwise agree in writing. Following expiration of the Offer, any execution or delivery of the Transaction Documents will be of no force or effect.

In addition, our Offer shall be deemed withdrawn and of no further force or effect if the terms or conditions of our Offer are disclosed to any third party prior to the execution of the Transaction Documents by the Company.

If you would like to discuss any of the matters discussed above or any of the Transaction Documents further, please contact Scott Chen, Managing Director of TPG or our advisors at Goldman Sachs or Cleary Gottlieb, as appropriate.

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Exhibit 10

Fosun Industrial Co., Limited

c/o Shanghai Fosun Pharmaceutical Group Co., Ltd.

9th Floor, No.2 East Fuxing Road,

Shanghai 200010, PRC

Attention: Qiao Yang

Roberta Lipson

c/o Chindex International, Inc.

4340 East West Highway

Bethesda, MD 20814

Attention: Chief Executive Officer and Corporate Secretary

April 18, 2014

Ladies and Gentlemen:

Reference is made to the Support Agreement (as may be amended, supplemented and restated from time to time, the “Support Agreement”), dated as of February 17, 2014, by and among Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Parent”), TPG Asia VI, L.P. (“Sponsor”) and the existing shareholders of Chindex International, Inc., a Delaware corporation (the “Company”), named therein. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Support Agreement.

Whereas, pursuant to Section 9(a) of the Support Agreement, Sponsor, Ms. Roberta Lipson and Significant Stockholder agree to promptly following the date of the Support Agreement use their reasonable best efforts to negotiate and enter into a shareholders agreement (the “Shareholders Agreement”) which shall reflect the terms set forth in the Term Sheet attached as Exhibit B to the Support Agreement.

Whereas, Sponsor, Ms. Roberta Lipson and Significant Stockholder agree to amend the Shareholders Agreement to reflect the terms set forth in the term sheet attached hereto as Exhibit A.

NOW, THEREFORE, Sponsor, Ms. Roberta Lipson and Significant Stockholder hereby agree as follows:

1. Amendment of the Shareholders Agreement. Promptly following the execution of the Shareholders Agreement, Sponsor, Ms. Roberta Lipson and Significant Stockholder shall amend the Shareholders Agreement to reflect the terms set forth in the term sheet attached hereto as Exhibit A.

Please indicate your agreement to the foregoing by signing and returning to the undersigned a copy of this letter agreement.

Accepted and agreed:

Fosun Industrial Co., Limited

Roberta Lipson

[Signature Page to Letter Agreement]

EXHIBIT A

Term Sheet

Exhibit 11

AMENDED AND RESTATED LIMITED GUARANTEE

AMENDED AND RESTATED LIMITED GUARANTEE, dated as of April 18, 2014 (this “Guarantee”), by TPG Asia VI, L.P. a Cayman Islands limited partnership (the “Guarantor”), in favor of Chindex International, Inc., a Delaware corporation (the “Guaranteed Party”). This Guarantee amends and restates the limited guarantee entered into between the Guarantor and the Guaranteed Party on February 17, 2014.

1. GUARANTEE. To induce the Guaranteed Party to enter into an Amended and Restated Agreement and Plan of Merger, dated as of the date hereof (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement) 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 the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), the Guarantor, intending to be legally bound, as primary obligor and not merely as surety, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party the due and punctual payment, performance and discharge of (A) the payment obligations of Parent and Merger Sub to the Guaranteed Party under Sections 8.2 and 8.3(c), and (B) the reimbursement obligations of Parent and Merger Sub under Sections 8.3(d), 9.11 and 9.12(c) (the “Enforcement Expense Obligations”) of the Merger Agreement strictly in accordance therewith (the obligations described in foregoing clauses (A) and (B), collectively, subject to the Cap (as defined below), the “Guaranteed Obligations”); provided, that in no event shall the Guarantor’s aggregate liability for the Guaranteed Obligations exceed the sum of (x) the Parent Termination Fee and (y) the Enforcement Expense Obligations that have been paid or are payable by Parent (such limitation on the liability the Guarantor may have for the Guaranteed Obligations being herein referred to as the “Cap”), and this Guarantee may not be enforced against the Guarantor without giving effect to the Cap (and to the provisions of Sections 8 and 9 hereof). This Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance upon the execution of this Guarantee.

If Parent fails to discharge any Guaranteed Obligations when due, then the Guarantor shall, on the Guaranteed Party’s demand, forthwith pay, perform and discharge, or cause to be paid, performed and discharged, all of the Guaranteed Obligations, and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent has failed to pay, perform and discharge the Guaranteed Obligations, take any and all actions available hereunder to collect the Guarantor’s liabilities hereunder in respect of such Guaranteed Obligations.

The Guaranteed Party hereby agrees that the Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with this Guarantee or the Merger Agreement other than expressly set forth in this Guarantee, the Support Agreement and the Equity Commitment Letter to which the Guarantor is a party. The Guaranteed Party further agrees that in the event that Parent has any unsatisfied Guaranteed Obligations, payment by the Guarantor of the unsatisfied Guaranteed Obligations shall constitute satisfaction in full of the Guarantor’s obligations under this Guarantee.

In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the unsatisfied Guaranteed Obligations, regardless of whether any such action is brought against Parent, or whether Parent is joined in any such action or actions.

2. NATURE OF GUARANTEE. The Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except in the case where this Guarantee is terminated in accordance with Section 8 hereof). Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment hereunder is rescinded or must otherwise be, and is, returned to the Guarantor for any reason whatsoever, this Guarantee shall continue to be effective or be reinstated, as the case may be, and the Guarantor shall remain liable hereunder as if such payment had not been made. This Guarantee is a guarantee of payment and not of collection.

3. CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. The Guarantor agrees that the Guaranteed Party may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Guaranteed Obligations, and may also enter into any agreement with Parent or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms of the Merger Agreement, without in any way impairing or affecting the Guarantor’s obligations under this Guarantee or affecting the validity or enforceability of this Guarantee. The liability of the Guarantor under this Guarantee shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (except in the case where this Guarantee is terminated in accordance with Section 8 hereof): (a) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or the Guarantor; (b) the invalidity or unenforceability of the Merger Agreement, but only to the extent resulting from any lack of corporate power or authority of Parent or Merger Sub, or any officer of Parent or Merger Sub who executes the merger agreement; (c) any change in the time, place or manner of payment of any of the Guaranteed Obligations, or any extension, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof; (d) any change in the legal existence, structure or ownership of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (f) the addition, substitution or release of any Person now or hereafter liable with respect to the Guaranteed Obligations, to or from this Guarantee, the Merger Agreement or any related

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agreement or document; (g) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party, whether in connection with the Guaranteed Obligations or otherwise (other than defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under the Merger Agreement); or (h) the adequacy of any means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligations. To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any kind (other than notices to Parent pursuant to the Merger Agreement and notices to Guarantor pursuant to this Guarantee), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement and all suretyship defenses generally (other than defenses to the payment of Guaranteed Obligations that are available to Parent or Merger Sub under the Merger Agreement or breach by the Guaranteed Party of this Guarantee or fraud or willful misconduct of the Guaranteed Party). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits.

The Guarantor hereby unconditionally and irrevocably waives, and agrees not to exercise, any rights that it may now have or hereafter acquire against Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Guarantee (subject to the Cap), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, Merger Sub or such other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common Law, including, without limitation, the right to take or receive from Parent, Merger Sub or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, and the Guarantor shall not exercise any such rights unless and until the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of all amounts payable by the Guarantor under this Guarantee (which shall be subject to the Cap), such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be promptly paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to all amounts payable by the Guarantor under this Guarantee, whether matured or unmatured, or to be held as collateral for Guaranteed Obligations thereafter arising.

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Notwithstanding anything to the contrary contained in this Guarantee or otherwise, the Guaranteed Party hereby agrees that: (i) to the extent Parent and Merger Sub are relieved of any of their obligations under Sections 8.2, 8.3(c), 8.3(d), 9.11 and 9.12(c) of the Merger Agreement, the Guarantor shall be similarly relieved of its obligations under this Agreement, and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Guarantee that would be available to Parent or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party or its Affiliates, or breach by the Guaranteed Party of any of the terms or provisions hereof.

4. NO WAIVER: CUMULATIVE RIGHTS. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against Parent, Merger Sub or any other Person liable for any Guaranteed Obligations prior to proceeding against the Guarantor hereunder, and the failure by the Guaranteed Party to pursue rights or remedies against Parent, Merger Sub or any other Person shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as matter of Law, of the Guaranteed Party. Nothing in this Guarantee shall affect or be construed to affect any liability of Parent or Merger Sub to the Guaranteed Party.

5. REPRESENTATIONS AND WARRANTIES.

The Guarantor hereby represents and warrants that:

(a) it is an exempted limited partnership duly formed, validly existing and in good standing under the Laws of Cayman Islands, it has the requisite power and authority to execute, deliver and perform this Guarantee and the execution, delivery and performance of this Guarantee have been duly authorized and approved by all necessary action and do not contravene any provision of the Guarantor’s partnership agreement or any Law, decree, order, judgment or contractual restriction binding on the Guarantor or its assets;

(b) all consents or approvals of, or filings, declarations or registrations with, any Governmental Entity necessary for the due execution, delivery and performance of this Guarantee by the Guarantor have been obtained or made;

(c) assuming due execution and delivery of the Merger Agreement and this Guarantee by the Guaranteed Party, this Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to: (A) the effects of bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to the enforcement of creditors’ rights generally, and (B) general equitable principles (whether considered in a proceeding in equity or at Law); and

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(d) the Guarantor has the financial capacity to pay and perform its obligations under this Guarantee, and all funds necessary for the Guarantor to fulfill its obligations under this Guarantee shall be available to the Guarantor for so long as this Guarantee shall remain in effect in accordance with Section 8 hereof.

The Guaranteed Party hereby represents and warrants that:

(a) it is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, it has the requisite corporate or other power and authority to execute, deliver and perform this Guarantee, and the execution, delivery and performance of this Guarantee have been duly authorized by all necessary action and do not contravene any provision of the Guaranteed Party’s charter, bylaws, or any Law, decree, order, judgment or contractual restriction applicable to or binding on the Guaranteed Party or its assets;

(b) all consents or approvals of, or filings, declarations or registrations with, any Governmental Entity necessary for the due execution, delivery and performance of this Guarantee by the Guaranteed Party have been obtained or made; and

(c) assuming due execution and delivery of the Merger Agreement by all parties thereto and of this Guarantee by the Guarantor, this Guarantee constitutes a legal, valid and binding obligation of the Guaranteed Party enforceable against the Guaranteed Party in accordance with its terms, subject to: (A) the effects of bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to the enforcement of creditors’ rights generally, and (B) general equitable principles (whether considered in a proceeding in equity or at Law).

6. NO ASSIGNMENT. Neither the Guarantor nor the Guaranteed Party may assign its rights, interests or obligations hereunder, in whole or in part, to any other Person (whether by operation of Law or otherwise) without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party); provided, however, that the Guarantor may assign all or part of its rights, interests and obligations hereunder, without the prior written consent of the Guaranteed Party, to any other Person to which it has allocated all or a portion of its investment commitment to Parent; provided, further, that no such assignment shall relieve the Guarantor of its obligations hereunder as a primary obligor. Any purported assignment in violation of the provisions of this Guarantee shall be null and void ab initio.

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7. NOTICES. Any notice, request, instruction or other document to be given hereunder by any party hereto to the other shall be in writing and delivered personally or sent by overnight courier, delivery fees prepaid, or by facsimile:

if to the Guarantor:

c/o TPG Capital, L.P.

345 California Street, Suite 3300, San Francisco, CA 94104

Attention: Ronald Cami, Esq.

Telephone No.: (415) 743-1532

Facsimile No.: (415) 743-1501

Email address: rcami@tpg.com

with a copy (which shall not constitute notice) to:

Cleary Gottlieb Steen & Hamilton LLP

Twin Towers - West (23Fl), Jianguomenwai Da Jie

Chaoyang District

Beijing 100022, China

Attention: Ling Huang

Telephone No.: (86) 10 5920-1000

Facsimile No: (852) 2160-1087

Email address: lhuang@cgsh.com

and

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Attention: Victor Lewkow

Telephone No.: (212) 225-2000

Facsimile No: (212) 225-3999

Email address: vlewkow@cgsh.com

if to the Guaranteed Party, as provided in the Merger Agreement, or, in each case, to such other Persons or addresses as may be designated in writing by the party hereto to receive such notice as provided above. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or electronic mail and receipt is confirmed, at the facsimile telephone number or email address specified in this Section 7, prior to 5:00 p.m., New York City time, on a Business Day, (ii) the first Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section 7 (x) at or after 5:00 p.m., local time of the receiving party, on a Business Day or (y) on a day that is not a Business Day, (iii) when received, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required or permitted to be given.

8. CONTINUING GUARANTEE. Unless terminated pursuant to this Section 8, this Guarantee may not be revoked or terminated and shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid in full. Notwithstanding the foregoing, or

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anything express or implied in this Guarantee or otherwise, this Guarantee shall terminate and the Guarantor shall have no further obligations under or in connection with this Guarantee as of the earliest of: (i) the Effective Time, if the Closing is consummated and all amounts to be paid by Parent at the Closing pursuant to the Merger Agreement are so paid; (ii) termination of the Merger Agreement in accordance with its terms under circumstances where no Parent Termination Fee or any other amount is payable, (iii) the three (3) month anniversary after the termination of the Merger Agreement in accordance with its terms and (iv) the fifteen (15) month anniversary of the date of this Guarantee (unless, in the case of clauses (iii) and (iv) above, the Guaranteed Party shall have commenced litigation against the Guarantor under and pursuant to this Guarantee prior to such termination, in which case this Guarantee shall terminate upon the final, non-appealable resolution of such action and satisfaction by the Guarantor of any obligations finally determined or agreed to be owed by the Guarantor, consistent with the terms hereof). Notwithstanding the foregoing, or anything express or implied in this Guarantee or otherwise, in the event that the Guaranteed Party or its Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, asserts that the Guarantor is liable in respect of Guaranteed Obligations in excess of or to a greater extent than the Cap, or asserts any theory of liability against any Non-Recourse Party (as defined in Section 9 hereof) with respect to this Guarantee, the equity commitment letter by and between Guarantor and Parent, dated as of the date hereof (the “Equity Commitment Letter”), the Merger Agreement, any other agreement or instrument delivered in connection with this Guarantee, the Equity Commitment Letter, the Merger Agreement or the transactions contemplated hereby or thereby, in each case, other than Retained Claims (as defined in Section 9 hereof) asserted by the Guaranteed Party against the Non-Recourse Party(ies) against which such Retained Claims may be asserted pursuant to Section 9, then: (i) the obligations of the Guarantor under or in connection with this Guarantee shall terminate ab initio and be null and void; (ii) if the Guarantor has previously made any payments under or in connection with this Guarantee, it shall be entitled to recover and retain such payments; and (iii) neither the Guarantor nor any other Non-Recourse Parties shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other Person in any way under or in connection with this Guarantee, the Equity Commitment Letter, the Merger Agreement, any other agreement or instrument delivered in connection with this Guarantee, the Merger Agreement or the transactions contemplated hereby or thereby.

9. NO RECOURSE. The Guaranteed Party acknowledges and agrees that, as of the date of this Guarantee, the sole assets of Parent are cash in a de minimis amount (less than $1,000) and its rights under the Merger Agreement, and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs under the Merger Agreement. Notwithstanding anything that may be expressed or implied in this Guarantee, the Merger Agreement, the Equity Commitment Letter, the Confidentiality Agreement or in any agreement or instrument delivered or contemplated thereby (collectively, the “Transaction Agreements”) or statement made or action taken in connection with, or that otherwise in any manner relates to, the transactions contemplated by any of the Transaction Agreements or the negotiation, execution, performance or breach of any Transaction Agreement (this Guarantee, the other Transaction Agreements and such agreements, instruments, statements and actions collectively, “Transaction-Related Matters”), and notwithstanding any equitable, common law or statutory right or claim that may be available to the Guaranteed Party or any of its Affiliates, and notwithstanding the

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fact that the Guarantor may be a partnership, by its acceptance of the benefits of this Guarantee, the Guaranteed Party covenants, acknowledges and agrees, on behalf of itself and its Affiliates, that:

(a) no Non-Recourse Party (as hereinafter defined) has or shall have any obligations (whether of an equitable, contractual, tort, statutory or other nature) under, in connection with or in any manner related to any Transaction-Related Matter, other than (i) Parent’s and Merger Sub’s obligations under and pursuant to Sections 8.2, 8.3(c), 8.3(d), 9.11 and 9.12(c) of the Merger Agreement to pay the Parent Termination Fee to the Guaranteed Party and/or reimburse the costs and expenses of the Guaranteed Party if, as and when those obligations become payable and due under the Merger Agreement, and, without duplication, the Guarantor’s obligation to make cash payments to the Guaranteed Party under and pursuant to the terms of this Guarantee (subject to the Cap) and to otherwise comply with the terms of this Guarantee, (ii) Parent’s and Merger Sub’s obligation to cause the Equity Commitment Letter to be funded when and if the Guaranteed Party seeks specific performance of such obligation pursuant to the Merger Agreement and the Equity Commitment Letter, (iii) the obligations of Parent, Sponsor and the Rollover Investors to comply with the terms of the Support Agreement, (iv) certain Non-Recourse Parties’ obligations under, and pursuant to the terms of, the Confidentiality Agreement and the Equity Commitment Letter and (v) for fraud, against any Non-Recourse Party (any claim described in clauses (i), (ii), (iii), (iv) and (v) against any of the Persons specified in clauses (i), (ii), (iii), (iv) and (v) or any of their respective permitted successors or assigns, collectively, the “Retained Claims”);

(b) in the absence of fraud, no recourse (whether under an equitable, contractual, tort, statutory or other claim or theory) under, in connection with or in any manner related to any Transaction-Related Matter shall be sought or had against (and, without limiting the generality of the foregoing, no liability shall attach to) any Non-Recourse Party, whether through Parent or any other Person interested in the transactions contemplated by any Transaction Agreement or otherwise, whether by or through theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or any other attempt to avoid or disregard the entity form of any Non-Recourse Party, by or through a claim by or on behalf of the Guaranteed Party or any of its Affiliates, Parent or any other Person against any Non-Recourse Party, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any applicable Law, or otherwise, except, in each case, for Retained Claims; provided, however, that in the event the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets plus uncalled capital is less than the Cap, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any applicable Law, against such continuing or surviving entity or such Person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder (subject to the Cap); and

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(c) neither the Guaranteed Party nor any of its Affiliates has relied on any statement, representation or warranty or assurance made by, or any action taken by, any Person in connection with or in any manner related to a Transaction-Related Matter, other than those made by (i) the Guarantor in this Guarantee and (ii) Parent, Merger Sub, Guarantor and the Rollover Investors in the Transaction Agreements.

The Retained Claims shall be the sole and exclusive remedy (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) of the Guaranteed Party, all of its Affiliates and any Person purporting to claim by or through any of them or for the benefit of any of them against any or all of the Non-Recourse Parties, in respect of any claims, liabilities or obligations arising in any way under, in connection with or in any manner related to any Transaction-Related Matter. To the fullest extent permitted by Law, the Guaranteed Party, on behalf of itself and its security holders and Affiliates, hereby releases, remises and forever discharges all claims (other than Retained Claims) that the Guaranteed Party or any of its Affiliates has had, now has or might in the future have against any Non-Recourse Party arising in any way under, in connection with or in any manner related to any Transaction-Related Matter. The Guaranteed Party hereby covenants and agrees that, other than with respect to the Retained Claims, it shall not, and it shall cause its Affiliates not to, institute any proceeding or bring any claim in any way under, in connection with or in any manner related to any Transaction-Related Matter (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) against any Non-Recourse Party. Other than the Non-Recourse Parties, no Person other than the Guarantor and the Guaranteed Party shall have any rights or remedies under, in connection with or in any manner related to this Guarantee or the transactions contemplated hereby.

As used herein, the term “Non-Recourse Parties” means the Guarantor and any and all former, current or future, direct or indirect general or limited partners, equity holders, stockholders, controlling persons, directors, officers, employees, agents, members, managers, management companies, assignees, Affiliates, subsidiaries or portfolio companies of the Guarantor (including but not limited to Parent and Merger Sub) and any and all former, current or future, direct or indirect general or limited partners, equity holders, stockholders controlling persons, directors, officers, employees, agents, members, managers, management companies, assignees, Affiliates, subsidiaries or portfolio companies of any of the foregoing, and any and all former, current or future heirs, executors, administrators, trustees, successors, assigns or agents of any of the foregoing).

10. GOVERNING LAW; JURISDICTION. THIS GUARANTEE, THE RIGHTS OF THE PARTIES UNDER OR IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATED TO ANY OF THE FOREGOING, SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE THAT APPLY TO AGREEMENTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OR OF ANY OTHER JURISDICTION. Each party hereto irrevocably agrees that any Proceeding arising out of or relating to this Guarantee shall be brought and determined in the Court of Chancery of the State of Delaware or, if exclusive jurisdiction over the matter is vested in the federal courts, any court of the United States located in the State of Delaware (and each such party shall not bring any Proceeding

9

arising out of or relating to this Guarantee in any court other than the aforesaid courts), and each of the Guarantor and the Guaranteed Party hereby irrevocably submits with regard to any such Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of Guarantor and the Guaranteed Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such Proceeding, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) that it or its property is exempt or immune from jurisdiction of such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) that (x) such Proceeding in any such court is brought in an inconvenient forum, (y) the venue of such Proceeding is improper and (z) this Guarantee or the subject matter hereof, may not be enforced in or by such courts. Such courts are hereby expressly authorized to establish such extension period as referred to in the fourth sentence of Section 9.13(a) of the Merger Agreement as they may deem appropriate.

11. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS GUARANTEE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTEE. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) IT MAKES THIS WAIVER VOLUNTARILY; AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.

12. COUNTERPARTS. This Guarantee may be executed in two (2) or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when each party has received counterparts signed by each of the other parties, it being understood and agreed that delivery of a signed counterpart of this Guarantee by facsimile transmission or by email shall constitute valid and sufficient delivery thereof.

13. THIRD PARTY BENEFICIARIES. This Guarantee shall be binding upon, inure solely to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns, and nothing express or implied in this Guarantee is intended to, or shall, confer upon any other Person any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Guaranteed Party to enforce, the obligations set forth herein; except that as a material aspect of this Guarantee the parties intend that all Non-Recourse Parties other than the Guarantor shall be, and such Non-Recourse Parties are, intended third party beneficiaries of this Guarantee who may rely on and enforce the provisions of this Guarantee that bar the liability, or otherwise protect the interests, of such Non-Recourse Parties.

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14. CONFIDENTIALITY.

This Guarantee shall be treated as confidential and is being provided to the Guaranteed Party solely in connection with the transactions contemplated by the Transaction Agreement. This Guarantee may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Guarantor; provided that no such written consent is required for any disclosure of the existence or content of this Guarantee by the Guaranteed Party: (i) to its Affiliates and its representatives; or (ii) to the extent required by Law, the rules of any applicable securities exchange, or in connection with any SEC filing relating to the Merger (provided, that the Guaranteed Party will provide the Guarantor an opportunity to review such required disclosure in advance of such public disclosure being made) or (iii) in connection with any Proceeding related to the enforcement of the terms of this Guarantee, the Equity Commitment Letter or the Merger Agreement or seeking the specific performance of the obligations of the Guarantor under the Equity Commitment Letter.

15. MISCELLANEOUS.

(a) This Guarantee, the Merger Agreement, the Equity Commitment Letter and the Confidentiality Agreement: (i) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Guarantee, and (ii) are not intended to confer upon any Person other than the parties hereto any rights or remedies whatsoever. No amendment, modification or supplement of this Guarantee or any provision hereof shall be enforceable unless approved by the Guaranteed Party and the Guarantor in writing. The Guaranteed Party and its Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral, made by or on behalf of the Guarantor or any other Non-Recourse Party in connection with this Guarantee except as expressly set forth herein by the Guarantor. The Guarantor and its Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral, made by or on behalf of the Guaranteed Party in connection with this Guarantee except as expressly set forth herein by the Guaranteed Party.

(b) If any term, provision, covenant or restriction of this Guarantee is held by a court of competent jurisdiction to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this Guarantee shall nevertheless remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that this Guarantee may not be enforced without giving effect to the limitation of the amount payable by the Guarantor hereunder to the Cap provided in Section 1 hereof and to the provisions of Sections 8 and 9 hereof. Upon such determination that any term, provision, covenant or restriction is invalid, illegal, void, unenforceable or against regulatory policy, the parties hereto shall negotiate in good faith to modify this Guarantee so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner in order that the Transactions are consummated as originally contemplated to the greatest extent possible. Each party hereto covenants and agrees that it shall not assert, and shall cause its respective Affiliates and representatives not to assert, that this Guarantee or any part hereof is invalid, illegal or unenforceable in accordance with its terms.

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(c) The descriptive headings herein are inserted for convenience of reference only and will not affect the meaning or interpretation of this Guarantee.

(d) All parties acknowledge that each party and its counsel have reviewed this Guarantee and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Guarantee.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be executed and delivered as of the date first written above by its officer or representative thereunto duly authorized.

[GUARANTEE SIGNATURE PAGE]

IN WITNESS WHEREOF, the Guaranteed Party has caused this Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

[GUARANTEE SIGNATURE PAGE]

Exhibit 12

April 18, 2014

Healthy Harmony Holdings, L.P.

c/o TPG Capital, L.P.

345 California Street, Suite 3300, San Francisco, CA 94104

Attention: Ronald Cami, Esq.

Telephone No.: (415) 743-1532

Facsimile No.: (415) 743-1501

Email address: rcami@tpg.com

Ladies and Gentlemen:

This letter agreement (this “Agreement”) amends and restates the letter agreement entered into between TPG Asia VI, L.P., a Cayman Islands limited partnership (the “Fund”), and Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Parent”), on February 17, 2014, and sets forth the commitments of the Fund, subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain limited partnership interests of Parent. It is contemplated that, pursuant to that certain Amended and Restated Agreement and Plan of Merger (as further amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Chindex International, Inc., a Delaware corporation (the “Company”), Parent and Healthy Harmony Acquisition, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of such Merger and a wholly-owned subsidiary of Parent. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

1. Commitments. The Fund hereby commits (its “Commitment”), subject to the terms and conditions set forth herein, that, at or prior to the Closing, it shall purchase, or shall cause the purchase of, directly or indirectly through one or more intermediate entities, limited partnership interests of Parent with an aggregate purchase price of $455,000,000 solely to (i) fund all amounts required to be paid by the Parent pursuant to Sections 3.2(a) and 3.4(a) of the Merger Agreement, (ii) fund other payment obligations of Parent and Merger Sub required to be performed prior to and including the Effective Time under the Merger Agreement and (iii) pay all fees and expenses required to be paid by Parent pursuant to the Merger Agreement; provided, that the Fund shall not, under any circumstances, be obligated under this Agreement to contribute more than the Commitment to Parent. In the event Parent does not require the full amount of the aggregate of the Fund’s Commitment in order to consummate the Merger, the amount to be funded under this Agreement shall be automatically reduced to the level sufficient for Parent or Merger Sub to (a) pay the aggregate Merger Consideration, (b) make all required payments in respect of the Company Options and Restricted Stock, (c) perform Parent’s and Merger Sub’s other payment obligations required to be performed prior to and at the Effective Time and (d) pay all fees, expenses and other amounts related to the Transactions payable by either of them pursuant to the Merger Agreement.

2. Conditions. The Fund’s Commitment shall be subject to (i) the execution and delivery of the Merger Agreement by the Company, (ii) the satisfaction or waiver of each of the conditions to Parent’s and Merger Sub’s obligations to effect the Closing set forth in Sections 7.1 and 7.2 of the Merger Agreement (in each case, other than any conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction or waiver of such conditions), and (iii) the substantially simultaneous consummation of the Merger in accordance with the terms of the Merger Agreement. The Fund may allocate all or a portion of its investment to (i) one or more other investment vehicles managed or controlled by the Fund or any Affiliates of the Fund or such other vehicles, (ii) Significant Stockholder, (iii) after receipt of the Company Stockholder Approvals, other investors and (iv) subject to the prior written consent of the Company, other Persons, provided that in each case, (a) such allocation shall not relieve the Fund of its obligations hereunder if such Person to which such investment is allocated does not perform its obligations, and (b) the Fund’s Commitment hereunder will only be reduced by any amounts actually contributed to Parent by such Subsidiaries, investment vehicles or other Persons (and not returned) at or prior to the Closing Date for the purpose of funding a portion of the amounts described in clauses (i), (ii) and (iii) of Section 1 above; provided, further, that in the case of (ii) and (iii), such allocation shall not (x) impose additional Governmental Approvals required to consummate the Transactions or (y) be reasonably expected to materially delay the process for obtaining any Governmental Approvals required to consummate the Merger or the Fund’s performance under this Agreement. If the amount required to be paid pursuant to the Merger Agreement is less than the Fund’s Commitment, its Commitment hereunder will be reduced accordingly.

3. Limited Guarantee. Concurrently with the execution and delivery of this Agreement, the Fund is executing and delivering to the Company an amended and restated limited guarantee relating to Parent’s obligations under the Merger Agreement (the “Guarantee”). The Company’s rights pursuant to clause (ii) of the first sentence of Section 5 hereof, the Company’s rights against Parent and Merger Sub pursuant to the Merger Agreement, the Company’s right to assert any Retained Claim (as defined in the Guarantee) against the Non-Recourse Party(ies) (as defined in the Guarantee) against which such Retained Claim may be asserted pursuant to Section 9 of the Guarantee and the Company’s remedies against the Fund under the Guarantee shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and its security holders and Affiliates against the Fund or any other Non-Recourse Party (against which a Retained Claim may be asserted pursuant to Section 9 of the Guarantee) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or the negotiation thereof, including in the event Parent breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Fund’s breach of its obligations under this Agreement.

4. Parties in Interest; Third Party Beneficiaries. The parties hereto hereby agree that their respective agreements and obligations set forth herein are solely for the benefit of the other party hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person other than the parties hereto and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the obligations set forth herein; provided, that (i) the Company is an express third party beneficiary of this Agreement and shall have the enforcement rights provided in Section 5 of this Agreement and no others, and (ii) any Non-Recourse Party may rely on and enforce the provisions of Section 3 hereof.

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5. Enforceability. This Agreement may only be enforced by (i) Parent in accordance with the Support Agreement and (ii) the Company pursuant to the Company’s right to seek specific performance of Parent’s obligation to enforce the Fund’s obligation to fund its Commitment in accordance with the terms hereof, pursuant to, and subject to, and solely in accordance with, the terms and conditions of, Section 9.13 of the Merger Agreement and those set forth herein. Parent’s creditors (other than the Company to the extent provided herein) shall have no right to enforce this Agreement or to cause Parent to enforce this Agreement.

6. No Modification; Entire Agreement. This Agreement may not be amended or otherwise modified without the prior written consent of Parent, the Fund and the Company. Together with the Merger Agreement, the Guarantee, the Equity Commitment Letter issued by Fosun Industrial Co., Limited (“Significant Stockholder”), the Support Agreement, a Side Letter to the Support Agreement, dated as of April 18, 2014, the Confidentiality Agreement (as amended, supplemented or waived from time to time), an Agreement by and among the Fund, Parent and Significant Stockholder, dated as of April 18, 2014, the Confidentiality Agreement, dated July 27, 2013, by and among the Company, Shanghai Fosun Pharmaceutical (Group) Co., Ltd. and Significant Stockholder, the Waiver and Confidentiality Agreement dated August 19, 2013, by and among the Company, Shanghai Fosun Pharmaceutical (Group) Co., Ltd. and Significant Stockholder, the Waiver Agreement, dated as of February 17, 2014, between the Company, Shanghai Fosun Pharmaceutical (Group) Co., Ltd. and Significant Stockholder and the Waiver Agreement, dated as of April 18, 2014, by and among the Company, Shanghai Fosun Pharmaceutical (Group) Co., Ltd. and Significant Stockholder, this Agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the Fund or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby. Except as expressly permitted in Section 2 hereof, no transfer of any rights or obligations hereunder shall be permitted without the consent of Parent, the Fund and the Company. Any transfer in violation of the preceding sentence shall be null and void ab initio.

7. Governing Law; Jurisdiction; Venue; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware that apply to agreements made and performed entirely within the State of Delaware, without regard to the conflicts of laws provisions thereof or of any other jurisdiction.

(b) Each party hereto irrevocably agrees that any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement shall be brought and determined in the Court of Chancery of the State of Delaware or, if exclusive jurisdiction over the matter is vested in the federal courts, any court of the United States located in the State of Delaware (and each such party shall not bring any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts), and each party hereto hereby irrevocably submits with regard to any such Proceeding for itself and

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in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such Proceeding, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) that it or its property is exempt or immune from jurisdiction of such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) that (x) such Proceeding in any such court is brought in an inconvenient forum, (y) the venue of such Proceeding is improper and (z) this Agreement, the transactions contemplated by this Agreement or the subject matter hereof or thereof, may not be enforced in or by such courts. Such courts are hereby expressly authorized to establish such extension period as referred to in the fourth sentence of Section 9.13(a) of the Merger Agreement as they may deem appropriate.

(c) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF ANY SUCH PROCEEDING, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7(C).

8. Counterparts. This Agreement may be executed in two (2) or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when each party has received counterparts signed by each of the other parties, it being understood and agreed that delivery of a signed counterpart of this Agreement by facsimile transmission or by email shall constitute valid and sufficient delivery thereof.

9. Confidentiality. This Agreement shall be treated as confidential and is being provided to Parent and the Company solely in connection with the Merger. This Agreement may not be used, circulated, quoted or otherwise referred to in any document by Parent or the Company except with the prior written consent of the Fund in each instance; provided, that no such written consent is required for any disclosure of the existence or content of this Agreement (i) to the extent required by applicable Law, the rules of any applicable securities exchange, or in connection with any SEC filing relating to the Merger, the Guarantee or the Merger Agreement (provided, that Parent or the Company, as applicable, will provide the Fund an opportunity to review such required disclosure in advance of such public disclosure being made), (ii) in connection with any Proceeding related to the enforcement of the terms of this Agreement, the Guarantee or the Merger Agreement or seeking the specific performance of the obligations of the Fund under this Agreement or (iii) to Parent’s or the Company’s Representatives.

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10. Termination. The obligation of the Fund under or in connection with this Agreement will terminate automatically and immediately upon the earliest to occur of (a) the consummation of the Closing (at which time all such obligations shall be discharged, but subject to the performance of such obligations), (b) the termination of the Merger Agreement pursuant to its terms, (c) the Company or any of its Affiliates accepting all of the Parent Termination Fee pursuant to the Merger Agreement (plus any expense reimbursement due thereunder) or accepting payment in full from the Guarantor (as defined in the Guarantee) under the Guarantee in respect of such obligations and (d) the Company or any of its Affiliates, or any Person claiming by, through or for the benefit of any of the foregoing, asserting a claim against the Fund or any Non-Recourse Party under or in connection with the Merger Agreement other than the Company asserting any Retained Claim against any Non-Recourse Party(ies) against which such Retained Claim may be asserted pursuant to Section 9 of the Guarantee. The termination of this Agreement shall have no effect on the Guarantee.

11. No Assignment. The Commitments evidenced by this Agreement shall not be assignable, in whole or in part, by Parent without the Fund’s prior written consent, and the granting of such consent in a given instance shall be solely in the discretion of the Fund and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment. Any purported assignment of this Agreement or the Commitment in contravention of this Section 11 shall be null and void ab initio.

12. Representations and Warranties. The Fund hereby represents and warrants to Parent that (a) it is an exempted limited partnership duly formed, validly existing and in good standing under the laws of Cayman Islands, (b) it has all limited partnership power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, (c) the execution, delivery and performance of this Agreement by it have been duly and validly authorized and approved by all necessary limited partnership, corporate or other organizational action, and no other actions or proceedings on the part of the Fund are necessary to authorize the execution and delivery by the Fund of this Agreement and the consummation of the transactions contemplated hereby, (d) this Agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this Agreement, (e) it has uncalled capital commitments or otherwise has available funds in excess of the sum of its Commitment hereunder plus the aggregate amount of all other commitments and obligations it currently has outstanding and (f) the execution, delivery and performance by the Fund of this Agreement do not (i) violate the organizational documents of the Fund, (ii) violate any applicable Law or judgment or (iii) result in a violation or breach of, or constitute a default under any Contract to which the Fund is a party or by which it or its properties or assets may be bound.

[remainder of the page intentionally left blank – signature page follows]

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[Signature Page to A&R Equity Commitment Letter (TPG)]

Exhibit 13

WAIVER AGREEMENT

This WAIVER AGREEMENT, dated as of April 18, 2014 (this “Agreement”), is by and between Chindex International, Inc., a Delaware corporation (the “Company”), and TPG Global, LLC, a Delaware limited liability company (together with its affiliates, “TPG”).

W I T N E S S E T H:

WHEREAS, the Company and TPG are parties to a letter agreement, dated as of March 18, 2013 (the “Letter Agreement”), relating to the non-disclosure of certain information and certain other matters, and desire to waive to a limited extent certain provisions thereof;

WHEREAS, 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”), entered into an agreement and plan of merger, dated as of February 17, 2014 (the “Original Merger Agreement”);

WHEREAS, after the execution of the Original Merger Agreement, the Company, Parent and Merger Sub have agreed to amend and restate the Original Merger Agreement; and

WHEREAS, following the execution of this Agreement, the Company, Parent and Merger Sub are entering into an amended and restated agreement and plan of merger (the “Merger Agreement”), with capitalized terms used and not defined herein having the meanings ascribed to them in the Merger Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements, covenants and conditions set forth herein, and intending to be legally bound, the Company and TPG hereby agree as follows:

Section 1. 1. The parties agree that the following shall not be a breach of clauses (a)(i)-(ix) appearing on pages 4 and 5 of the Letter Agreement: (i) the execution and performance of the Merger Agreement, (ii) the execution and performance of a letter agreement re Support Agreement, dated as of April 18, 2014, by and among Sponsor, Ms. Roberta Lipson and Significant Stockholder, (iii) the execution and performance of the Guarantee by Sponsor in favor of the Company, (iv) the execution and performance of the Equity Commitment Letter by Sponsor in favor of Parent, including the allocation of Sponsor’s investment in compliance therewith, (v) the occurrence of the transactions contemplated in each of the foregoing, including without limitation, the Merger, (vi) the execution and performance of the Agreement by and among Parent, Sponsor and Significant Stockholder dated as of April 18, 2014, (vii) the execution and performance of the other agreements and arrangements set forth in Section 5.8 of the Parent Disclosure Schedule to the Merger Agreement and (viii) the execution and performance of the Amended and Restated Voting Agreement between Parent and Shanghai Fosun High Technology (Group) Co., Ltd. Notwithstanding anything to the contrary in this Agreement, the parties agree that except as expressly provided above the terms of the Letter Agreement remain unchanged and in full force and effect.

Section 1. 2. This Agreement may be executed and delivered (including by facsimile transmission or portable document format (“.pdf”)) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

Section 1. 3. All other terms and provisions of the Letter Agreement shall mutatis mutandis apply to this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

[Waiver Agreement Signature Page]

Exhibit 14

EXECUTION

AGREEMENT

This Agreement (the “Agreement”) is entered into as of April 18, 2014, by and among TPG Asia VI, L.P. (“Sponsor”), Healthy Harmony Holdings, L.P. (“Parent”) and Fosun Industrial Co., Limited (“Significant Stockholder”, and together with Parent and Sponsor, the “parties”).

WHEREAS, Parent, Chindex International, Inc. (the “Company”) and Healthy Harmony Acquisition, Inc., a wholly owned subsidiary of Parent, propose to enter into an Amended and Restated Agreement and Plan of Merger dated the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of the Merger and a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement.

WHEREAS, concurrently herewith, Sponsor is executing and delivering (a) an amended and restated equity financing commitment letter with and in favor of Parent, pursuant to which, subject to the terms and conditions therein, Sponsor will commit to invest in Parent the amount set forth therein, and (b) an amended and restated limited guarantee (the “Guarantee”) with and in favor of the Company with respect to certain obligations of Parent and Merger Sub under the Merger Agreement.

WHEREAS, concurrently herewith, Significant Stockholder is executing and delivering an amended and restated equity financing commitment letter (the “Significant Stockholder ECL”) with and in favor of Parent, pursuant to which, subject to the terms and conditions therein, Significant Stockholder will commit to invest in Parent the amount set forth therein.

WHEREAS, concurrently herewith, the parent company of Significant Stockholder Parent, Shanghai Fosun High Technology (Group) Co., Ltd., is executing and delivering an amended and restated voting agreement in the form attached as Exhibit A hereto.

WHEREAS, on February 17, 2014, Parent and Shanghai Fosun Pharmaceuticals (Group) Co., Ltd. (“Significant Stockholder Parent”) entered into a letter agreement (the “CML Agreement”) regarding the acquisition by Significant Stockholder Parent of a 30% shareholding in Chindex Medical Limited (“CML”).

WHEREAS, on February 17, 2014, each of Sponsor and Significant Stockholder entered into a letter of commitment (the “Letters of Commitment”), pursuant to which it each had committed, subject to the terms and conditions therein, to subscribe for limited partnership interests in Parent;

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NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Certain Definitions. All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement. For all purposes of and under this Agreement, the following terms shall have the following respective meanings:

(a) “Agreement” shall have the meaning set forth in the preamble.

(b) “Alternative Commitment” shall have the meaning set forth in Section 2(e) hereof.

(c) “CML” shall have the meaning set forth in the recitals.

(d) “CML Agreement” shall have the meaning set forth in the recitals.

(e) “Commitment” shall have the meaning set forth in Section 2(a) hereof.

(f) “Dispute” shall have the meaning set forth in Section 19 hereof.

(g) “Expiration Date” shall mean the earliest to occur of (i) the date and time, after April 25, 2014 that either party gives notice to the other if the Merger Agreement has not yet been executed by the Company by the time of such notice, (ii) the date and time the Merger Agreement is terminated in accordance with its terms and provisions without the Merger having been consummated, (iii) the 30^th day after the date of this Agreement if the Pledge Agreement has not been delivered by Significant Stockholder and Sponsor gives written notice of such termination, and (iv) the effectiveness of a mutual written agreement of the parties hereto to terminate this Agreement.

(h) “Fee” shall have the meaning set forth in Section 2(c) hereof.

(i) “Guarantee” shall have the meaning set forth in the recitals.

(j) “HKIAC” shall have the meaning set forth in Section 19 hereof.

(k) “Letters of Commitment” shall have the meaning set forth in the recitals.

(l) “LP Interests” shall have the meaning set forth in Section 2(a) hereof.

(m) “Merger” shall have the meaning set forth in the recitals.

(n) “Merger Agreement” shall have the meaning set forth in the recitals.

(o) “Merger Sub” shall have the meaning set forth in the recitals.

(p) “parties” shall have the meaning set forth in the preamble.

(q) “Parent” shall have the meaning set forth in the preamble.

(r) “Pledge Agreement” shall have the meaning set forth in Section 4 hereof.

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(s) “Requisite Significant Stockholder Stockholder Approval” shall have the meaning set forth in Section 2(b) hereof.

(t) “Shares” shall have the meaning set forth in the recitals.

(u) “Significant Stockholder” shall have the meaning set forth in the preamble.

(v) “Significant Stockholder Parent” shall have the meaning set forth in Section 2(b) hereof.

(w) “Significant Stockholder Parent’s Meeting” shall have the meaning set forth in Section 2(b) hereof.

(x) “Sponsor” shall have the meaning set forth in the preamble.

2. Equity Commitments.

(a) Pursuant to the Significant Stockholder ECL, Significant Stockholder has committed (the “Commitment”), subject to the terms and conditions set forth therein, that, at or prior to the Closing, to purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, limited partnership interests of Parent (“LP Interests”) with an aggregate purchase price of $159,000,000, at a price per LP Interest equal to the price per LP Interest paid by Sponsor at the Closing. Based on the share count information as of February 7, 2014 and the assumptions regarding capitalization set forth in the term sheet attached to the Support Agreement, if the Merger is consummated and Significant Stockholder’s Commitment is funded in full, Sponsor and Significant Stockholder are expected to hold approximately 47.6% and 48.1% of the LP Interests, respectively, at the Effective Time.

(b) The funding of Significant Stockholder’s Commitment shall be subject to (i) Shanghai Fosun Pharmaceutical (Group) Co., Ltd., a corporation incorporated under the Laws of China and the parent company of Significant Stockholder (“Significant Stockholder Parent”), having obtained the approval of the Transactions and the transactions contemplated by this Agreement by the stockholders of Significant Stockholder Parent at a duly convened general meeting (the “Significant Stockholder Parent’s Meeting”) of stockholders of Significant Stockholder Parent (the “Requisite Significant Stockholder Stockholder Approval”), (ii) the due execution and delivery of the Merger Agreement by the Company, (iii) the satisfaction or waiver of each of the conditions to Parent’s and Merger Sub’s obligations to effect the Closing set forth in Sections 7.1 and 7.2 of the Merger Agreement (in each case, other than any conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction or waiver of such conditions), and (iv) the substantially simultaneous consummation of the Merger in accordance with the terms of the Merger Agreement.

(c) If (i) the Merger is consummated and Significant Stockholder’s Commitment or the Alternative Commitment is not funded in full for any reason (including, without limitation, the failure to obtain the Requisite Significant Stockholder Stockholder Approval contemplated by Section 2(b)(i) above), or (ii) the Parent Termination Fee becomes payable solely due to the breach of Significant Stockholder’s obligation to fund its Commitment, Significant Stockholder

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shall pay to Sponsor or its designee an amount equal to US$$30,834,000 (the “Fee”) in cash by wire transfer of same day funds, as promptly as practicable (and in any event within two (2) Business Days) after the Effective Time or the termination of the Merger Agreement, as the case may be. For the avoidance of doubt, the Fee shall not be payable if the Alternative Commitment is funded in full at or prior to the Closing.

(d) If the Requisite Significant Stockholder Approval is not obtained, Significant Stockholder and Sponsor shall, for a period of one month after the Significant Stockholder Parent’s Meeting, discuss alternative arrangements relating to Significant Stockholder acquiring or investing in additional LP Interests on terms and conditions acceptable to each of Significant Stockholder and Sponsor in its sole discretion, including alternative arrangements for Significant Stockholder to fund its full Commitment at Closing on terms and conditions acceptable to each of Significant Stockholder and Sponsor in its sole discretion (any so agreed arrangement, an “Alternative Commitment”). Notwithstanding anything to the contrary, none of Sponsor, Parent or their respective affiliates shall be obligated to issue or sell LP Interests to Significant Stockholder pursuant to this Section 2(d).

(e) If the Merger is consummated and Significant Stockholder’s Commitment or the Alternative Commitment is not funded in full for any reason (including, without limitation, the failure to obtain the Requisite Significant Stockholder Stockholder Approval contemplated by Section 2(b)(i) above), Parent, Sponsor and Significant Stockholder agree that, notwithstanding anything in the contrary in the Support Agreement, no shareholders agreement shall be entered into among them unless otherwise agreed between Significant Stockholder and Sponsor in their sole discretion; provided that (i) Sponsor and Significant Stockholder shall enter into an agreement reflecting the rights of Sponsor described under “Exit Provisions” of the term sheet attached to the Support Agreement (as may be amended from time to time), (ii) Sponsor shall grant Significant Stockholder the right to appoint one director to the board of directors of the general partner of Parent and (iii) Sponsor and Significant Stockholder shall discuss other minority rights of Significant Stockholder.

3. Significant Stockholder Parent’s Meeting. Significant Stockholder shall exercise its best efforts to cause Significant Stockholder Parent to call, give notice of, convene and hold the Significant Stockholder Parent’s Meeting for the purpose of obtaining the Requisite Significant Stockholder Stockholder Approval by June 30, 2014.

4. Security. Significant Shareholder shall grant (or cause to be granted) to Sponsor a first priority security interest in all of its right, title and interest in, to the shares of Common Stock, par value $0.01 per share, of the Company beneficially owned by Significant Shareholder to secure its obligations to fund its commitment under Section 2(a) hereof and to pay the Fee, pursuant to a share pledge agreement to be mutually agreed (the “Pledge Agreement”) and entered into within 30 days hereof.

5. Guaranteed Obligations. If Section 10(c) of the Support Agreement does not apply, Significant Stockholder agrees to bear 50% of the Guaranteed Obligations (as defined in the Guarantee) payable by Sponsor under the Guarantee.

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6. CML Agreement. If the Requisite Significant Stockholder Stockholder Approval shall not have been obtained prior to the Closing, Significant Stockholder shall, or shall cause Ample Up Limited and/or one or more subsidiaries of Significant Stockholder Parent to, acquire 30% of the issued and outstanding share capital of CML based on the terms contained in the CML Agreement.

7. Term. This Agreement shall come into effect automatically on June 30, 2014 and shall terminate on the Expiration Date; provided that no party shall be relieved from any liability or obligation for any breach of this Agreement prior to such termination.

8. Representations and Warranties. Each of Sponsor and Significant Stockholder hereby represents and warrants that (a) it is a corporate entity or limited partnership duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) it has all limited partnership or corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, (c) the execution, delivery and performance of this Agreement by it have been duly and validly authorized and approved by all necessary limited partnership, corporate or other organizational action, and no other actions or proceedings on the part of it is necessary to authorize the execution and delivery by it of this Agreement and the consummation of the transactions contemplated hereby, (d) this Agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this Agreement, (e) with respect to the Significant Stockholder, it has uncalled capital commitments or otherwise has available funds to fulfill its obligations under Section 2 hereof and (f) the execution, delivery and performance by it of this Agreement do not and will not (i) violate its organizational documents, (ii) violate any applicable Law or judgment or (iii) result in a violation or breach of, or constitute a default under any Contract to which it is a party or by which it or its properties or assets may be bound.

9. Publicity. So long as this Agreement is in effect, each party and its Affiliates shall not issue or cause the publication of any press release or other announcement with respect to the Merger, this Agreement or any of the other transactions contemplated hereby or thereby without the prior written approval of the other parties, except as may be required by Law or by the rules of any applicable securities exchange as determined in the good faith judgment of the party wanting to make such release or announcement, in which event such party shall use its reasonable best efforts to provide a meaningful opportunity to the other party to review and comment upon such press release or announcement prior to making it.

10. Assignment. No party hereto may assign any obligations hereunder to any other party without the prior written consent of the other parties (which consent shall not be unreasonably withheld); provided, however, that Sponsor may, without the consent of Significant Stockholder, assign its rights under this Agreement in whole or in part to any of its Affiliates.

11. Amendments and Waivers. No amendment, supplement or modification of this Agreement nor waiver of the terms or conditions hereof shall be binding upon the other parties hereto unless and until approved in writing by an authorized representative of each such party. The failure of a party to this Agreement to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

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12. Successors. This Agreement and all the obligations and benefits hereunder shall inure to the successors and permitted assigns of the parties.

13. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior communication or agreement with respect thereto.

14. Specific Performance. The parties hereto agree that irreparable damage would occur if the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each of the parties hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which such party is entitled.

15. Severability. If in any proceedings a court shall refuse to enforce any provision of this Agreement, then such unenforceable provision shall be deemed eliminated from this Agreement for the purpose of such proceedings to the extent necessary to permit the remaining provisions to be enforced. To the full extent, however, that the provisions of any applicable law may be waived, they are hereby waived to the end that this Agreement be deemed to be valid and binding agreement enforceable in accordance with its terms, and in the event that any provision hereof shall be found to be invalid or unenforceable, such provision shall be construed by limiting it so as to be valid and enforceable to the maximum extent consistent with and possible under applicable law.

16. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or electronic mail and receipt is confirmed, at the facsimile telephone number or email address specified in this Section 16, prior to 5:00 p.m., New York City time, on a Business Day, (ii) the first Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section 16 (x) at or after 5:00 p.m., local time of the receiving party, on a Business Day or (y) on a day that is not a Business Day, (iii) when received, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required or permitted to be given. The address for such notices and communications (unless changed by the applicable party by like notice) shall be as follows:

If to Sponsor:

c/o TPG Capital, L.P.

345 California Street, Suite 3300, San Francisco, CA 94104

Attention: Ronald Cami, Esq.

Telephone No.: (415) 743-1532

Facsimile No.: (415) 743-1501

Email address: rcami@tpg.com

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with copies (which shall not constitute notice or constructive notice) to:

Cleary Gottlieb Steen & Hamilton LLP

Twin Towers - West (23Fl), Jianguomenwai Da Jie

Chaoyang District

Beijing 100022, China

Attention: Ling Huang

Telephone No.: (86) 10 5920-1000

Facsimile No: (852) 2160-1087

Email address: lhuang@cgsh.com

and

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Attention: Victor Lewkow

Telephone No.: (212) 225-2000

Facsimile No: (212) 225-3999

Email address: vlewkow@cgsh.com

If to Significant Stockholder:

Qiao Yang

Shanghai Fosun Pharmaceutical Group Co., Ltd.

9^th Floor, No.2 East Fuxing Road

Shanghai 200010, PRC

Telephone No.: +86 21 23138000*8185/23128185

Facsimile No.: +86 21 23138127

Email address: yangq@fosunpharma.com

with a copy (which shall not constitute notice or constructive notice) to:

Baker & McKenzie LLP

Suite 3401, China World Tower 2

China World Trade Center, 1 Jianguomenwai Dajie

Beijing 100004, China

Attention: Chengfei Ding

Telephone No.: :+86 10 6535 3928

Facsimile No: +86 10 6505 2309

Email address: chengfei.ding@bakermckenzie.com

17. Counterparts. This Agreement may be executed in any number of counterparts and by each of the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement.

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18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong SAR without giving effect to the principles thereof relating to the conflicts of laws.

19. Dispute Resolution. The parties intend that all disputes, controversies or claims among the parties arising out of or relating to this Agreement (each, a “Dispute”) shall be finally settled by arbitration in Hong Kong using the English language administered by the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the HKIAC Administered Arbitration Rules then in effect, except as they may be modified in this Agreement or by agreement of the parties to the arbitration. The arbitration shall be resolved by a panel of three (3) arbitrators. Parent and Sponsor, collectively, and Significant Stockholder, collectively, shall each be entitled to, and shall, appoint one arbitrator each within twenty one (21) days of the notice of arbitration, failing which the appointment shall be made by the Chairman of HKIAC. The third arbitrator shall be appointed by the other two arbitrators within fifteen (15) Business Days of the appointment of the second arbitrator, failing which the appointment shall be made by the Chairman of HKIAC. The arbitrators shall have the authority to grant specific performance, and to allocate between the parties the costs of arbitration in such equitable manner as the arbitrators may determine. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses incurred in connection therewith. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, any party shall have the right to institute a legal action in a court of proper jurisdiction for injunctive relief and/or a decree for specific performance pending final settlement by arbitration.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

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