6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2017

Commission File Number:  001-36403

IKANG HEALTHCARE GROUP, INC.

(Exact name of registrant as specified in its charter)

B-6F, Shimao Tower
92A Jianguo Road
Chaoyang District, Beijing 100022

People’s Republic of China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

IKANG HEALTHCARE GROUP, INC.

Form 6-K

CONTENTS

On November 29, 2017, iKang Healthcare Group, Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), entered into an amendment (“Amendment No. 2”) to the Rights Agreement, dated as of December 2, 2015, as amended by Amendment No.1 thereto dated as of November 28, 2016 (the “Rights Agreement”), between the Company and American Stock Transfer & Trust Company, L.L.C., as Rights Agent (the “Rights Agent”), to extend the expiration date of the Rights Agreement and the rights contained therein for one year to December 2, 2018.

The foregoing summary of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to (i) the Rights Agreement dated as of December 2, 2015, which was filed as Exhibit 4.1 to the Current Report on Form 6-K filed with the SEC on December 3, 2015, and is incorporated herein by reference by Exhibit 4.3, (ii) the Amendment No. 1 to the Rights Agreement, which was filed as Exhibit 4.1 to the Current Report on Form 6-K filed with the SEC on November 30, 2016, and is incorporated herein by reference by Exhibit 4.2, and (iii) the Amendment No. 2, a copy of which is filed as Exhibit 4.1 to this Form 6-K and is incorporated herein by reference.

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Exhibits

Exhibit No.	Description
4.1	Amendment No. 2 to Rights Agreement, dated as of November 29, 2017, between the Company and the Rights Agent
4.2	Amendment No. 1 to Rights Agreement, dated as of November 28, 2016, between the Company and the Rights Agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 6-K, filed on November 30, 2016)
4.3	Rights Agreement, dated as of December 2, 2015, between the Company and the Rights Agent, including as Exhibit A the forms of Rights Certificate and of Election to Exercise (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 6-K, filed on December 3, 2015)
99.1	Press release, dated November 29, 2017, issued by the Company

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	IKANG HEALTHCARE GROUP, INC.
	(Registrant)
Date: November 29, 2017	By:	/s/ Yang Chen
	Name:	Yang Chen
	Title:	Chief Financial Officer

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EX-4.1

Exhibit 4.1

AMENDMENT NO. 2 TO RIGHTS AGREEMENT

EXECUTION VERSION

AMENDMENT NO. 2 (this “Amendment”), dated as of November 29, 2017, to the Rights Agreement (the “Rights Agreement”), dated as of December 2, 2015, as amended by Amendment No.1 thereto dated November 28, 2016, by and between iKang Healthcare Group, Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), and American Stock Transfer & Trust Company, L.L.C., a New York limited liability trust company, as Rights Agent (the “Rights Agent”). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Rights Agreement.

WHEREAS, the Board of Directors of the Company desires to amend the Rights Agreement to extend the Expiration Time;

WHEREAS, pursuant to Section 5.4 of the Rights Agreement, the Company, with the approval or at the direction of the Special Committee, and the Rights Agent may, from time to time, supplement or amend the Rights Agreement in any respect prior to the Flip-In Date;

WHEREAS, the Flip-In Date has not occurred;

WHEREAS, the Special Committee has approved this Amendment; and

WHEREAS, pursuant to Section 5.4 of the Rights Agreement, the Company has delivered to the Rights Agent a certificate signed by Daqing Qi, an appropriate officer of Company, certifying that the proposed amendment complies with the terms of the Rights Agreement.

NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the parties agree as follows:

1.Amendment of the Rights Agreement. The definition of “Expiration Time” in Section 1.1 of the Rights Agreement is hereby amended and restated in its entirety as follows:

“Expiration Time” shall mean the earliest of (i) the Exchange Time, (ii) the Redemption Time, (iii) the Close of Business on December 2, 2018, unless, for purposes of this clause (iii), extended by action of the Board of Directors (in which case the applicable time shall be the time to which it has been so extended) and (iv) immediately prior to the effective time of a consolidation, merger, scheme of arrangement or statutory share exchange that does not constitute a Flip-over Transaction or Event in which the Class A Common Shares are cancelled or converted into, or into the right to receive, another security, cash or other consideration.

2.Counterparts. This Amendment may be executed in any number of counterparts (including by facsimile, PDF or other electronic means) and each of such counterparts shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same instrument.

3.Effectiveness. This Amendment shall be deemed effective as of the date first written above. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, constitute a waiver or amendment of any provision of the Rights Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

IKANG HEALTHCARE GROUP, INC.
By:	/s/ Daqing Qi
	Name: Daqing Qi
	Title: Director
AMERICAN STOCK TRANSFER & TRUST COMPANY, L.L.C.
By:	/s/ Michael A. Nespoli
	Name: Michael A. Nespoli
	Title: Executive Director

[Signature Page to Amendment No. 2 to Rights Agreement]

EX-99.1

Exhibit 99.1

iKang Healthcare Group, Inc. Extends Shareholder Rights Plan

BEIJING, November 29, 2017 (GLOBE NEWSWIRE) — iKang Healthcare Group, Inc. (“iKang” or the “Company”) (Nasdaq: KANG), announced today that its Board of Directors has unanimously approved the extension of its Rights Agreement, presently scheduled to expire on December 2, 2017, for another year.

As the Rights Agreement was designed to ensure that all shareholders of the Company receive fair and equal treatment in the event that an unsolicited attempt is made to acquire the Company outside of the process led by a special committee of independent directors, the Board of Directors and the special committee have determined that it is advisable and in the best interests of the Company and its shareholders to extend the Rights Agreement for an additional year, as the special committee continues to consider and evaluate the proposal submitted by Yunfeng Capital to acquire the Company.

About iKang Healthcare Group, Inc.

iKang Healthcare Group, Inc. is one of the largest providers in China’s fast-growing private preventive healthcare space through its nationwide healthcare services network.

iKang’s nationwide integrated network of multi-brand self-owned medical centers and third-party facilities, provides comprehensive and high-quality preventive healthcare solutions across China, including medical examination, disease screening, outpatient service and other value-added services. iKang’s customer base primarily comprises corporate clients, who contract with iKang to deliver medical examination services to their employees and clients, and receive these services at pre-agreed rates. iKang also directly markets its services to individual customers. In the fiscal first quarter ended June 30, 2017, iKang served a total of 1.41 million customer visits under both corporate and individual programs.

As of November 29, 2017, iKang has a nationwide network of 110 self-owned medical centers, covering 34 of China’s most affluent cities: Beijing, Shanghai, Guangzhou, Shenzhen, Chongqing, Tianjin, Nanjing, Suzhou, Hangzhou, Chengdu, Fuzhou, Changchun, Jiangyin, Changzhou, Wuhan, Changsha, Yantai, Yinchuan, Weihai, Weifang, Shenyang, Xi’an, Wuhu, Guiyang, Ningbo, Foshan, Jinan, Bijie, Qingdao, Wuxi, Kaili, Mianyang and Zhenjiang, as well as Hong Kong. iKang has also extended its coverage to over 200 cities by contracting with over 400 third-party facilities, which include select independent medical examination centers and hospitals across all of China’s provinces, creating a nationwide network that allows iKang to serve its customers in markets where it does not operate its own medical centers.

Forward-looking statements

This press release contains forward-looking statements. These statements, including management quotes and business outlook, are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “intend,” “potential,” “plan,” “goal” and similar statements.  iKang may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These forward-looking statements include, but are not limited to, statements about: the Company’s goals and strategies; its future business development, financial condition and results of operations; its ability to retain and grow its customer base and network of medical centers; the growth of, and trends in, the markets for its services in China; the demand for and market acceptance of its brand and services; competition in its industry in China; relevant government policies and regulations relating to the corporate structure, business and industry; fluctuations in general economic and business conditions in China. Further information regarding these and other risks is included in iKang’s filing with the Securities and Exchange Commission. iKang undertakes no duty to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.

IR Contact:

iKang Healthcare Group, Inc.

Christy Xie

Director of Investor Relations

Tel: +86 10 5320 8599

Email: ir@ikang.com

Website: www.ikanggroup.com

FleishmanHillard

Ruby Yim

Email: ikang@fleishman.com