SC 13D

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. _)

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)

February 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)

(Page 1 of 13 Pages)

______________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

CUSIP No. 169467107 13D Page 2 of 13 Pages

1	NAMES OF REPORTING PERSONS TPG Asia Advisors VI, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  (b)  (See Item 2)
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER -0-
			8	SHARED VOTING POWER 3,709,377 shares of Common Stock (See Items 2, 3, 4 and 5)* 1,162,500 shares of Class B Common Stock (See Items 2, 3, 4 and 5)*
			9	SOLE DISPOSITIVE POWER -0-
			10	SHARED DISPOSITIVE POWER 3,709,377 shares of Common Stock (See Items 2, 3, 4 and 5)* 1,162,500 shares of Class B Common Stock (See Items 2, 3, 4 and 5)*
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,709,377 shares of Common Stock (See Items 2, 3, 4 and 5)* 1,162,500 shares of Class B Common Stock (See Items 2, 3, 4 and 5)*
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)			
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 44.7% (See Item 5)**
14		TYPE OF REPORTING PERSON CO

* As further described in Item 2, the Reporting Persons (as defined below) may be deemed to beneficially own 3,709,377 shares of Common Stock (as defined below) of the Issuer (as defined below) and 1,162,500 shares of Class B Common Stock (as defined below) of the Issuer beneficially owned by the Stockholders (as defined below).

** This calculation is based on 16,933,638 shares of Common Stock and 1,162,500 shares of Class B Common Stock outstanding as of February 7, 2014 as provided in the Merger Agreement (as defined below), and reflects the six-for-one voting power of the Class B Common Stock.

CUSIP No. 169467107					13D			Page 3 of 13 Pages
1	NAMES OF REPORTING PERSONS David Bonderman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  (b)  (See Item 2)
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)						
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER -0-
			8	SHARED VOTING POWER 3,709,377 shares of Common Stock (See Items 2, 3, 4 and 5)* 1,162,500 shares of Class B Common Stock (See Items 2, 3, 4 and 5)*
			9	SOLE DISPOSITIVE POWER -0-
			10	SHARED DISPOSITIVE POWER 3,709,377 shares of Common Stock (See Items 2, 3, 4 and 5)* 1,162,500 shares of Class B Common Stock (See Items 2, 3, 4 and 5)*
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,709,377 shares of Common Stock (See Items 2, 3, 4 and 5)* 1,162,500 shares of Class B Common Stock (See Items 2, 3, 4 and 5)*
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)				
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 44.7% (See Item 5)**
14		TYPE OF REPORTING PERSON IN

* As further described in Item 2, the Reporting Persons may be deemed to beneficially own 3,709,377 shares of Common Stock of the Issuer and 1,162,500 shares of Class B Common Stock of the Issuer beneficially owned by the Stockholders.

** This calculation is based on 16,933,638 shares of Common Stock and 1,162,500 shares of Class B Common Stock outstanding as of February 7, 2014 as provided in the Merger Agreement, and reflects the six-for-one voting power of the Class B Common Stock.

CUSIP No. 169467107					13D	Page 4 of 13 Pages
1	NAMES OF REPORTING PERSONS James G. Coulter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  (b)  (See Item 2)
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)						
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER -0-
			8	SHARED VOTING POWER 3,709,377 shares of Common Stock (See Items 2, 3, 4 and 5)* 1,162,500 shares of Class B Common Stock (See Items 2, 3, 4 and 5)*
			9	SOLE DISPOSITIVE POWER -0-
			10	SHARED DISPOSITIVE POWER 3,709,377 shares of Common Stock (See Items 2, 3, 4 and 5)* 1,162,500 shares of Class B Common Stock (See Items 2, 3, 4 and 5)*
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,709,377 shares of Common Stock (See Items 2, 3, 4 and 5)* 1,162,500 shares of Class B Common Stock (See Items 2, 3, 4 and 5)*
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)					
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 44.7% (See Item 5)**
14		TYPE OF REPORTING PERSON IN

* As further described in Item 2, the Reporting Persons may be deemed to beneficially own 3,709,377 shares of Common Stock of the Issuer and 1,162,500 shares of Class B Common Stock of the Issuer beneficially owned by the Stockholders.

** This calculation is based on 16,933,638 shares of Common Stock and 1,162,500 shares of Class B Common Stock outstanding as of February 7, 2014 as provided in the Merger Agreement, and reflects the six-for-one voting power of the Class B Common Stock.

Item 1.  Security and Issuer

This Schedule 13D relates to the Common Stock of Chindex International, Inc. (the “Issuer”), par value $0.01 per share (the “Common Stock”), and the Class B Common Stock of the Issuer, par value $0.01 per share (the “Class B Common Stock” and together with the Common Stock, the “Common Shares”).  The principal executive offices of the Issuer are located at 4340 East West Highway, Suite 1100, Bethesda, Maryland.

Item 2.  Identity and Background

This Schedule 13D is being filed jointly on behalf of TPG Asia Advisors VI, Inc., a Cayman Islands exempted company (“Asia Advisors VI”), David Bonderman and James G. Coulter (each, a “Reporting Person” and collectively, the “Reporting Persons”). The business address of each Reporting Person is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, TX 76102.

Asia Advisors VI is the general partner of TPG Healthy, L.P., a Cayman Islands limited partnership, which is the sole shareholder of Healthy Harmony GP, Inc., a Cayman Islands exempted company, which is the general partner of Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Parent”).

Messrs. Bonderman and Coulter are officers and sole stockholders of Asia Advisors VI. Because of the relationship of Messrs. Bonderman and Coulter to Asia Advisors VI, each of Messrs. Bonderman and Coulter may be deemed to beneficially own any equity of the Issuer that may be deemed to be beneficially owned by Asia Advisors VI.

As further described in Item 4 below, the Reporting Persons may be deemed to (a) be a member of a “group,” within the meaning of Section 13(d)(3) of the Act, comprised of Fosun Industrial Co., Limited (“Fosun Industrial”), Ms. Roberta Lipson and her affiliated trusts (together with Fosun Industrial, the “Rollover Investors”), Ms. Elyse Silverberg, Mr. Lawrence Pemble (the Rollover Investors, Ms. Silverberg and Mr. Pemble, each a “Stockholder” and collectively, the “Stockholders”) and the Reporting Persons and (b) beneficially own (i) the 3,157,163 shares of Common Stock beneficially owned by Fosun Industrial, (ii) the 243,152 shares of Common Stock and 660,000 shares of Class B Common Stock beneficially owned by Ms. Lipson and her affiliated trusts, (iii) the 225,106 shares of Common Stock and 390,750 shares of Class B Common Stock beneficially owned by Ms. Silverberg and (iv) the 83,956 shares of Common Stock and 111,750 shares of Class B Common Stock beneficially owned by Mr. Pemble. Each holder of Class B Common Stock is entitled to six votes for each share held by such holder, and the shares of Class B Common Stock are convertible at any time into shares of Common Stock on a one-to-one basis. Each Reporting Person disclaims beneficial ownership of any Common Shares beneficially owned by the Stockholders or any other person, and does not affirm membership in a “group” (within the meaning of Section 13(d)(3) of the Act) with the Stockholders or any other person, and this Schedule 13D shall not be construed as acknowledging that any of the Reporting Persons, for any or all purposes, beneficially own any Common Shares beneficially owned by the Stockholders or any other person or is a member of a group with the Stockholders or any other person.

The principal business of Asia Advisors VI is serving as the sole ultimate general partner, managing member or similar entity of related entities (including Parent) engaged in making investments in securities of public and private companies.

The present principal occupation of David Bonderman is President of Asia Advisors VI and officer, director or manager of other affiliated entities.

The present principal occupation of James G. Coulter is Senior Vice President of Asia Advisors VI and officer, director or manager of other affiliated entities.

The name, residence or business address and present principal occupation or employment of each director, executive officer and controlling person of Asia Advisors VI are listed on Schedule I hereto.

Page 5 of 13 Pages

Each of Messrs. Bonderman, Coulter and the individuals referred to on Schedule I hereto is a United States citizen.

The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 1 hereto.

During the past five years, none of the Reporting Persons (or, to the knowledge of each of the Reporting Persons, any of the persons listed on Schedule I hereto) (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration

The information set forth in or incorporated by reference in Items 2, 4 and 5 of this statement is incorporated by reference in its entirety into this Item 3.

As described in Item 2, the Reporting Persons may be deemed to beneficially own the Common Shares beneficially owned by the Stockholders. No Common Shares were purchased by the Reporting Persons and thus no funds were used by any of the Reporting Persons for such purpose.

Item 4.  Purpose of Transaction

Merger Agreement

On February 17, 2014, the Issuer entered into an agreement and plan of merger (the “Merger Agreement”) with Parent and Healthy Harmony Acquisition, Inc. (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of Parent.

The Merger Agreement provides for the merger of Merger Sub with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”). At the effective time of the Merger, (i) 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 Issuer’s subsidiary will be cancelled and no consideration shall be delivered in exchange therefor, and (ii) the outstanding Common Shares (excluding any cancelled Common Shares pursuant to (i) and any Common Shares held by a dissenting shareholder of the Issuer who shall have complied with the provisions of Section 262 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”)) will be converted into the right to receive an amount in cash equal to $19.50 per Common Share, without any interest thereon.

The Merger Agreement contains customary representations, warranties and covenants for a transaction of this type. The Merger Agreement also requires the Issuer to conduct its operations in all material respects according to the ordinary course of business consistent with past practice during the period between the execution of the Merger Agreement and the closing of the Merger.

In addition, the Merger Agreement provides the Issuer with a solicitation period of 45 days, plus a possible 15-day extension, following the signing of the Merger Agreement to solicit and consider alternative proposals.

The financing for the Merger and other transactions contemplated by the Merger Agreement will be obtained pursuant to the equity commitment letters dated February 17, 2014 issued by Fosun Industrial and TPG Asia VI, L.P., a Cayman Islands limited partnership (“Sponsor”), respectively, and acknowledged by the Issuer.

The Merger Agreement may be terminated by the Issuer or the Parent under certain circumstances, including in specified circumstances in connection with superior proposals. Upon the termination of the Merger Agreement, under specified circumstances, the Issuer will be required to pay a termination fee, the amount of which

Page 6 of 13 Pages

would depend on the circumstances under which the Merger Agreement is terminated. Under specified circumstances under which the Merger Agreement is terminated, Parent will be required to pay the Issuer a termination fee.

The consummation of the Merger is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including the approval of the Merger Agreement by (x) holders of Common Shares representing a majority of the voting power of the Common Shares (with each of share of Class B Common Stock entitled to six votes and each share of Common Stock entitled to one vote), (y) holders of a majority of the voting powers of the Common Shares not owned by (i) any holders of shares of Class B Common Stock, (ii) Parent or Merger Sub, (iii) any officers or directors of the Issuer (other than the members of the transaction committee), (iv) the Rollover Investors, any additional rollover stockholders and any other persons who have an equity interest in, or any right to acquire an equity interest in, Parent or Merger Sub, and (v) any affiliates or associates of any of the foregoing and (z) stockholders of Shanghai Fosun Pharmaceutical (Group) Co., Ltd., which is an affiliate of Fosun Industrial. The Merger Agreement may be terminated by the Issuer or Parent under certain circumstances.

If the transactions contemplated by the Merger Agreement are consummated, the Common Shares will be delisted from NASDAQ and deregistered under the Act.

Upon consummation of the Merger, the directors of Merger Sub and the officers of the Issuer immediately prior to the effective time of the Merger shall in each case be the directors and officers of the surviving corporation, until their respective successors are duly elected or appointed and qualified or their death, resignation or removal in accordance with the DGCL and the certificate of incorporation and by-laws of the surviving corporation.

Support Agreement

In connection with the transactions contemplated by the Merger Agreement, on February 17, 2014, the Stockholders, Parent and Sponsor entered into a support agreement (the “Support Agreement”), pursuant to which, at the closing of the Merger, the Common Shares owned by such Rollover Investors as set forth in the Support Agreement will be contributed to Parent and the Parent will issue, as consideration for the contribution, limited partnership interests of Parent (the “Parent Interests”) in the name of each Rollover Investor, in the amount set forth in the Support Agreement.

Each Stockholder has further agreed, with respect to the Common Shares beneficially owned by such Stockholder, to vote, (i) in favor of the approval of the Merger Agreement and other actions contemplated by the Merger Agreement and any actions required in furtherance thereof and any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, (ii) in favor of any adjournment, recess, delay or postponement recommended by the Issuer (and not publicly opposed by Parent) with respect to any stockholder meeting with respect to the Merger Agreement and the Merger, (iii) against any alternative acquisition proposal of the Issuer, (iv) against any adjournment, recess, delay or postponement of any stockholder meeting with respect to the Merger Agreement and the Merger publicly opposed by Parent, and (v) against any other action or matter that (1) would reasonably be expected to materially impede, interfere with, delay, postpone, discourage or adversely affect the timely consummation of the Merger or any other transactions contemplated by the Merger Agreement or (2) would reasonably be expected to result in a material breach of any covenant, representation or warranty, or any other obligation or agreement of the Issuer under the Merger Agreement.

In addition, from the date of the Support Agreement until its termination, the Stockholders will not, (i) transfer any Common Shares or any right, title or interest thereto or therein, (ii) deposit any Common Shares in a voting trust or grant any proxy or enter into any voting agreement or similar agreement with respect to any of the Common Shares or take any similar action in contravention of the obligations of the Stockholders under the Support Agreement, (iii) knowingly take any action that would make any representation or warranty of such Stockholder set forth in the Support Agreement untrue or incorrect or have the effect of preventing, disabling or delaying such Stockholders from performing any of his, her or its obligations under the Support Agreement, or (iv) agree to take any of the actions referred to in the foregoing clauses (i) through (iii).

Pursuant to the Support Agreement, each Stockholder agreed to deliver to Parent an irrevocable proxy with respect to all of such Stockholder’s Common Shares.

Page 7 of 13 Pages

The Support Agreement will terminate upon the earliest to occur of (i) the effective time of the Merger solely with respect to the Stockholders’ obligations under Section 2 of the Support Agreement, (ii) the date and time the Merger Agreement is terminated in accordance with its terms and provisions and (iii) the effectiveness of a mutual written agreement of the parties to terminate the Support Agreement.

Promptly following the date of the Support Agreement, Parent, Sponsor and the Rollover Stockholders agreed to negotiate in good faith and enter into a shareholders agreement reflecting the terms set forth in Exhibit B to the Support Agreement.

Limited Guarantee

In connection with the transactions contemplated by the Merger Agreement, on February 17, 2014, Sponsor entered into a limited guarantee (the “Limited Guarantee”) with the Issuer, pursuant to which Sponsor has agreed, severally but not jointly, to guarantee 50% of the obligations of Parent and Merger Sub under the Merger Agreement to pay, under certain circumstances, a reverse termination fee and reimburse 50% of indemnification obligations of Parent. The Limited Guarantee will terminate upon the earliest to occur of (i) all of the guaranteed obligations contemplated under the Limited Guarantee having been fully performed, (ii) the effective time of the Merger, if the closing of the Merger is consummated and all amounts to be paid by Parent at the closing pursuant to the Merger Agreement are so paid, (iii) termination of the Merger Agreement in accordance with its terms under circumstances where no Parent termination fee or any other amount is payable, (iv) the three month anniversary after the termination of the Merger Agreement in accordance with its terms and (v) the 15-month anniversary of the date of the Limited Guarantee.

Concurrently with the execution of the Limited Guarantee, Fosun Industrial also entered into a limited guarantee with the Issuer, in substantially the same form as the Limited Guarantee, with respect to 50% of Parent’s termination fee and 50% of certain reimbursement obligations under certain circumstances.

Equity Commitment Letter

In connection with the transactions contemplated by the Merger Agreement, Sponsor issued an equity commitment letter (the “Equity Commitment Letter”) dated February 17, 2014, which was acknowledged by Parent and pursuant to which Sponsor has agreed to, subject to certain conditions, commit to invest $187,990,992 in Parent to fund the Merger.

Pipeline Letter of Commitment

In connection with the transactions contemplated by the Merger Agreement, Sponsor issued a letter agreement (the “Pipeline Letter of Commitment”), dated February 17, 2014 to the Parent, which was acknowledged and agreed by the Parent and pursuant to which Sponsor has agreed to, subject to certain conditions, (i) subscribe for 2,295,640 limited partnership interests of the Parent at a price per limited partnership interest of $19.50 for an aggregate purchase price of $44,764,971, pursuant to an initial subscription agreement (the “Initial Subscription Agreement”); and (ii) further subscribe for limited partnership interests of Parent at a price per limited partnership interest of $19.50 if a further subscription agreement between the parties containing terms and conditions to be mutually agreed (the “Further Subscription Agreement”) is executed within six months from the effective time of the Merger or at the fair market value per limited partnership interest at the time of the execution of the Further Subscription Agreement if the Further Subscription Agreement is executed after six months from the effective time of the Merger, for an aggregate purchase price of up to $19,895,543.

Concurrently with the execution of the Pipeline Letter of Commitment, Fosun Industrial also entered into a pipeline letter of commitment with the Issuer, in substantially the same form as the Pipeline Letter of Commitment to subscribe for 2,319,745 limited partnership interests of the Parent for an aggregate purchase price of $45,235,029 and (ii) further subscribe for limited partnership interests of Parent for an aggregate purchase price of up to $20,104,457.

Waiver Agreement

Page 8 of 13 Pages

On February 17, 2014, TPG Global, LLC, a Delaware limited liability company (together with its affiliates, “TPG”), entered into a waiver agreement (the “Waiver Agreement”) with the Issuer, pursuant to which certain actions, including (i) the execution and performance of the Merger Agreement, (ii) the execution and performance of the Support Agreement, (iii) the execution and performance of the Guarantee by Sponsor in favor of the Issuer, (iv) the execution and performance of the Equity Commitment Letter by Sponsor in favor of Parent, (v) the occurrence of the transactions contemplated in each of the foregoing, including, without limitation, the Merger, (vi) 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 (vii) the execution and performance of a 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.

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 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 and the Waiver 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 and the Waiver Agreement, which have been filed as Exhibits 2, 3, 4, 5, 6 and 7, respectively, and are incorporated herein by reference.

Item 5.  Interest in Securities of the Issuer

The information contained on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 are hereby incorporated herein by reference.

(a)–(b) The following disclosure assumes that there are a total of 16,933,638 shares of Common Stock and 1,162,500 shares of Class B Common Stock outstanding as of February 7, 2014 based on the information provided in the 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 44.7% of the outstanding Common Shares, which percentage reflects the six-for-one voting power of the Class B Common Stock.

Page 9 of 13 Pages

(c) Except as set forth in this Item 5, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof has effected any transaction in the Common Shares during the past 60 days.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons and the Stockholders has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities that may be deemed to be beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth or incorporated in Item 3 and Item 4 is hereby incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

1. Agreement of Joint Filing by TPG Asia Advisors VI, Inc., David Bonderman and James G. Coulter, dated as of February 27, 2014.
2. Agreement and Plan of Merger, dated February 17, 2014, by and among the Chindex International, Inc., Healthy Harmony Holdings, L.P. and Healthy Harmony Acquisition, Inc. (previously filed with the Securities and Exchange Commission (the “Commission”) as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on February 18, 2014).
3. Support Agreement, dated February 17, 2014, by and among Fosun Industrial Co., Limited, Roberta Lipson, Elyse Silverberg, Lawrence Pemble, Healthy Harmony Holdings, L.P. and TPG Asia VI, L.P. (previously filed with the Commission as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on February 18, 2014).
4. Limited Guarantee, dated February 17, 2014, between TPG Asia VI, L.P. and Chindex International, Inc.
5. Equity Commitment Letter, dated February 17, 2014, from TPG Asia VI, L.P. to Healthy Harmony Holdings, L.P.
6. Pipeline Letter of Commitment, dated February 17, 2014, from TPG Asia VI, L.P. to Healthy Harmony Holdings, L.P.
7. Waiver Agreement, dated February 17, 2014, between TPG Global, LLC and Chindex International, Inc.

Page 10 of 13 Pages

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:  February 27, 2014

TPG Asia Advisors VI, Inc.

By: /s/  Ronald Cami                                                            

Name:  Ronald Cami
Title: Vice President

David Bonderman

By: /s/ Ronald Cami                                                             

Name: Ronald Cami on behalf of David Bonderman (1)

James G. Coulter

By: /s/ Ronald Cami                                                          

Name: Ronald Cami on behalf of James G. Coulter (2)

(1) Ronald Cami is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated July l, 2013, which was previously filed with the Commission as an exhibit to a schedule 13D filed by Mr. Bonderman on August 14, 2013 (SEC File No.005-83906).

(2) Ronald Cami is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated July 1, 2013, which was previously filed with the Commission as an exhibit to a Schedule l3D filed by Mr. Coulter on August 14, 2013 (SEC File No. 005-83906).

Page 11 of 13 Pages

Schedule I

All addresses are c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, TX 76102.

Name	Title
David Bonderman	President
James G. Coulter	Senior Vice President
John E. Viola	Vice President, Treasurer and Director
Ronald Cami	Vice President, Secretary and Director
David C. Reintjes	Chief Compliance Officer and Assistant Secretary
Steven A. Willmann	Assistant Treasurer

Page 12 of 13 Pages

INDEX TO EXHIBITS

1. Agreement of Joint Filing by TPG Asia Advisors VI, Inc., David Bonderman and James G. Coulter, dated as of February 27, 2014.
2. Agreement and Plan of Merger, dated February 17, 2014, by and among the Chindex International, Inc., Healthy Harmony Holdings, L.P. and Healthy Harmony Acquisition, Inc. (previously filed with the Commission as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on February 18, 2014).
3. Support Agreement, dated February 17, 2014, by and among Fosun Industrial Co., Limited, Roberta Lipson, Elyse Silverberg, Lawrence Pemble, Healthy Harmony Holdings, L.P. and TPG Asia VI, L.P. (previously filed with the Commission as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on February 18, 2014).
4. Limited Guarantee, dated February 17, 2014, between TPG Asia VI, L.P. and Chindex International, Inc.
5. Equity Commitment Letter, dated February 17, 2014, from TPG Asia VI, L.P. to Healthy Harmony Holdings, L.P.
6. Pipeline Letter of Commitment, dated February 17, 2014, from TPG Asia VI, L.P. to Healthy Harmony Holdings, L.P.
7. Waiver Agreement, dated February 17, 2014, between TPG Global, LLC and Chindex International, Inc.

Page 13 of 13 Pages

EX-1

AGREEMENT OF JOINT FILING

This joint filing agreement (this “Agreement”) is made and entered into as of this 27^th day of February 2014, by and among TPG Asia Advisors VI, Inc., David Bonderman and James G. Coulter.

The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Form 3, Form 4, Form 5 or Schedule 13D or Schedule 13G, and any and all amendments thereto and any other document relating thereto (collectively, the “Filings”) required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

Dated: February 27, 2014

TPG Asia Advisors VI, Inc.

By: /s/ Ronald Cami                                           

Name: Ronald Cami

Title: Vice President

By: /s/_David Bonderman    ____________

Name: David Bonderman

By: /s/ James G. Coulter                                      

Name: James G. Coulter

EX-4

LIMITED GUARANTEE

LIMITED GUARANTEE, dated as of February 17, 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 is one of two substantially identical limited guarantees (such other limited guarantee, the “Other Guarantee”), with the Other Guarantee being made by Fosun Industrial Co., Limited, a corporation organized under the laws of Hong Kong (“Significant Stockholder”) to the Guaranteed Party on the date of this Guarantee.

1.GUARANTEE. To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date hereof (as 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) 50% of the payment obligations of Parent and Merger Sub to the Guaranteed Party under Sections 8.2 and 8.3(c), and (B) 50% of 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) 50% of the Parent Termination Fee and (y) 50% of 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). Notwithstanding anything to the contrary set forth in this Guarantee, if the Guaranteed Party terminates the Merger Agreement pursuant to Section 8.1(i) thereof, then the applicable percentage of the Guarantor under this Guarantee shall be 0% and the applicable percentage of Significant Stockholder under the Other Guarantee shall be 100%. 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 its applicable percentage 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 the Other Guarantor, or whether Parent or the Other Guarantor 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

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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 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

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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.

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, the Other Guarantor 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, the Other Guarantor 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;

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(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

(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.

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:

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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.

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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 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

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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 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, the Other Guarantee 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

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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

(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, Significant Stockholder 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

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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 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 (it being understood and agreed that any Proceeding arising out of or relating to the Guarantee for Significant Stockholder and the Equity Commitment Letter for Significant Stockholder shall be referred to and finally resolved by arbitration in accordance with the provisions thereof). 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 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.

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.

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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.

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.

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(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.

(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.

TPG ASIA VI, L.P.

By: TPG Asia GenPar VI, L.P., its general partner

By: TPG Asia GenPar VI Advisors, Inc., its general partner

By: /s/ Ronald Cami                    
Name: Ronald Cami
Title: Vice President

[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.

CHINDEX INTERNATIONAL, INC.

By: /s/ Roberta Lipson                           
Name: Roberta Lipson
Title: Chief Executive Officer

[GUARANTEE SIGNATURE PAGE]

EX-5

February 17, 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”) sets forth the commitments of TPG Asia VI, L.P., a Cayman Islands limited partnership (the “Fund”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain limited partnership interests of Healthy Harmony Holdings, L.P., a newly formed Cayman Islands limited partnership (“Parent”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger (as 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. Concurrently with the delivery of this Agreement, Fosun Industrial Co., Limited, a corporation organized under the laws of Hong Kong (“Significant Stockholder”), is entering into a letter agreement substantially identical to this Agreement (the “Other Equity Commitment Letter”) committing to invest in 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 $187,990,992 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 and the contribution contemplated by Other Equity Commitment Letter in order to consummate the Merger, the amount to be funded under this Agreement shall, unless otherwise agreed in a writing by the Fund and Significant Stockholder that is delivered to Parent and the Company, be automatically reduced on a pro rata basis between the Fund and Significant Stockholder 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, or (ii) 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. 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 a 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

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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.

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 for the Fund, the Guarantee for Significant Stockholder, the Other Equity Commitment Letter, the Support Agreement, the Confidentiality Agreement (as amended, supplemented or waived from time to time), 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 and the Waiver Agreement, dated as of February 17, 2014, between 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 in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts (it being understood and agreed that any Proceeding arising out of or relating to the Guarantee for Significant Stockholder and the Equity Commitment Letter

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for Significant Stockholder shall be referred to and finally resolved by arbitration in accordance with the provisions thereof). 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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Sincerely,

TPG ASIA VI, L.P.

By: TPG Asia GenPar VI, L.P., its general partner

By: TPG Asia GenPar VI Advisors, Inc., its general partner

By: /s/ Ronald Cami        

Name: Ronald Cami

Title: Vice President

Agreed to and accepted:

HEALTHY HARMONY HOLDINGS, L.P.

By: Healthy Harmony GP, Inc., its general partner

By: /s/ Ronald Cami        

Name: Ronald Cami

Title: Vice President

[Signature Page to Equity Commitment Letter (TPG)]

EX-99.6

To: Healthy Harmony Holdings, L.P. (the “Issuer” or “you”)

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

February 17, 2014

Re: Subscription of Additional LP Interests

Ladies and Gentlemen,

We refer to the Agreement and Plan of Merger dated the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) among Chindex International, Inc. (the “Company”), the Issuer and Healthy Harmony Acquisition, Inc., a wholly owned subsidiary of the Issuer (“Merger Sub”), 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 the Issuer. Unless otherwise defined herein, capitalized terms used herein shall have the same meaning as ascribed to them in the Merger Agreement or in the Initial Subscription Agreement (as defined below).

1. INITIAL SUBSCRIPTION

Subject to the terms and conditions set forth in this letter of commitment (this “Letter Agreement”), TPG Asia VI, L.P. (“Sponsor”) hereby commits to subscribe for, directly or indirectly through one or more intermediate entities controlled by Sponsor or its affiliates, 2,295,640 limited partnership interests of the Issuer (“Initial Subscription LP Interests”) at a price per Initial Subscription LP Interest of US$19.50 (the “Initial Subscription Commitment”) for an aggregate purchase price of US$44,764,971, pursuant to a subscription agreement in the form attached hereto as Exhibit A (the “Initial Subscription Agreement”). The financial models and detailed capital expenditure schedules and plans in respect of each of the Qingdao, Guangzhou and Haidian projects (each, an “Approved Project”) and the allocation of the Initial Subscription Commitment (the “Allocated Amount”) to each Approved Project is set forth in a disclosure schedule delivered by the Company to Sponsor on the date hereof (the “Disclosure Schedule”). If, at the time of the execution by Sponsor of the Initial Subscription Agreement, there is (a) an Updated Capex Schedule and Plan for the Haidian project that is not an Approved Plan or (b) an Updated Financial Model for the Haidian project that is not an Approved Financial Model or that reflects a projected return on investment that is less than the projected return on investment set forth in the Disclosure Schedule for the Haidian project (in either case, a “Haidian Project Change”), the Initial Subscription Commitment hereunder will be reduced by an amount equal to the Allocated Amount for the Approved Project for Haidian, and the Further Subscription Commitment shall be increased by an amount equal to the Allocated Amount for the Approved Project for Haidian.

2. FURTHER SUBSCRIPTION

Subject to the terms and conditions set forth in this Letter Agreement, Sponsor hereby further commits to subscribe for, directly or indirectly through one or more intermediate entities

controlled by Sponsor or its affiliates, limited partnership interests of the Issuer (“Further Subscription LP Interests”) at a price per Further Subscription LP Interest of US$19.50 if the Further Subscription Agreement (as defined below) is executed by the date which is six months from the Effective Time or, if thereafter, then the fair market value of the LP Interests of the Issuer at the time of the execution of the Further Subscription Agreement (the “Further Subscription Commitment” and, together with the Initial Subscription Commitment, the “Commitments”) for an aggregate purchase price of up to US$19,895,543, pursuant to a subscription agreement between the parties containing terms and conditions to be mutually agreed (the “Further Subscription Agreement”).

3. CONDITIONS

(a) The execution by Sponsor of the Initial Subscription Agreement shall be subject to (i) the consummation of the Merger in accordance with the terms of the Merger Agreement, (ii) the existence of an Approved Plan and an Approved Financial Model for each of the Approved Projects (which the senior management of Parent has certified as its bona fide estimate of the costs to completion of each Approved Project), (iii) concurrent execution by Fosun Industrial Co., Limited of a subscription agreement in substantially the same form, pursuant to which Fosun Industrial Co., Limited subscribes for 2,319,745 limited partnership interests of the Issuer at a price per limited partnership interest of US$19.50, (iv) the execution and delivery of a shareholder agreement mutually agreed among the holders of the limited partnership interests of the Issuer containing the terms set forth in Exhibit B hereto, and (v) no events have occurred which have constituted or would constitute, individually or in the aggregate, a Company Material Adverse Effect. Subject to the satisfaction of the foregoing conditions and the terms of this Letter Agreement, the parties agree that the Initial Subscription Agreement shall be consummated within one month after the Effective Time.

(b) The Further Subscription Commitment shall be subject to (i) the funding of the Initial Subscription Commitment in accordance with the terms of the Initial Subscription Agreement, (ii) the approval and adoption of financial models and the budgets for the Puxi, Pudong and, in the case of a Haidian Project Change, Haidian projects by unanimous vote of the Board, which shall not be withheld if (x) with respect to the Haidian project, (1) the total capital expenditure to complete such project is not higher than the total capital expenditure set forth in the Disclosure Schedule for such project and (2) the projected return on investment of such project is not lower than the projected return on investment set forth in the Disclosure Schedule for such project and (y) with respect to the Puxi or Pudong project, (1) the total capital expenditure to complete such project is not higher than the average of (A) the total capital expenditure set forth in the Disclosure Schedule for the Haidian project and (B) the total capital expenditure for the Pudong project provided to Sponsor as of the date of this Agreement and (2) the projected return on investment of such project is not lower than the average of (A) the projected return on investment set forth in the Disclosure Schedule for the Haidian project and (2) the projected return on investment for the Pudong project provided to Sponsor as of the date of this Agreement, (iii) the execution and delivery of the Further Subscription Agreement by the parties thereto and (iv) the conditions precedent, if any, to the Further Subscription Commitment set forth in the Further Subscription Agreement as mutually agreed between the parties.

4. Termination

Our obligation under this Letter Agreement will terminate automatically and immediately (i) upon the termination of the Merger Agreement pursuant to its terms or (ii) if any condition precedent to the execution by Sponsor of the Initial Subscription Agreement specified in paragraph 3 above is not satisfied or waived in writing by Sponsor on or before the date that is

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two months after the Effective Time. Our obligation with respect to the Further Subscription Commitment will terminate automatically and immediately if the conditions precedent to the funding of such Further Subscription Commitment is not satisfied on or before the date that is twelve months after the Effective Time. If this Letter Agreement is terminated in accordance with this Section 4, this Letter Agreement shall become null and void and shall be of no further force and effect.

5. Governing law

This Letter Agreement shall be governed by, and construed in accordance with, the laws of Delaware, without regard to its conflict of laws rules.

6. Miscellaneous

This Letter Agreement may not be amended or otherwise modified without the prior written consent of each party hereto. This Agreement constitutes the sole agreement and supersedes all prior agreements, understandings and statements, written or oral, between us or our affiliates, on the one hand, and the Issuer or its affiliates, on the other hand, with respect to the transactions contemplated hereby.

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 Letter Agreement.

The parties hereto agree that irreparable damage would occur if the provisions of this Letter 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 Letter 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.

This Letter Agreement may be executed in any number of counterparts and by different parties on separate counterparts which when taken together shall be deemed to constitute one and the same letter.

The Commitments evidenced by this Letter Agreement shall not be assignable, in whole or in part, the Issuer without our prior written consent. Any purported assignment of this Letter Agreement or the Commitments without our prior written consent shall be null and void ab initio.

Please confirm your agreement to the above by countersigning the attached duplicate of this Letter Agreement and returning it to us at the address given below.

[Signature pages follow]

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Yours faithfully,

TPG Asia VI, L.P.

By: TPG Asia GenPar VI, L.P., its general partner

By: TPG Asia GenPar VI Advisors, Inc., its general partner

By: /s/ Ronald Cami        
Name: Ronald Cami
Title: Vice President

We acknowledge and agree to the above:

Healthy Harmony Holdings, L.P.

By: Healthy Harmony GP, Inc., its general partner

By: /s/ Ronald Cami        
Name: Ronald Cami
Title: Vice President

[Signature Page to Letter of Commitment for Additional LP Interests (TPG)]

Exhibit A

Form of Subscription Agreement

Exhibit B

Shareholder Rights Term Sheet

EX-7

WAIVER AGREEMENT

This WAIVER AGREEMENT, dated as of February 17, 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; and

WHEREAS, following the execution of this Agreement, 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”), are entering into an 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 the Support Agreement, (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, (v) the occurrence of the transactions contemplated in each of the foregoing, including without limitation, the Merger, (vi) 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 (vii) the execution and performance of the 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.

CHINDEX INTERNATIONAL, INC.

By: /s/ Kenneth A. Nilsson                                    

Name: Kenneth A. Nilsson

Title: Chairman of the Board

TPG Global, LLC

By: /s/ Ronald Cami                                

Name: Ronald Cami

Title: Vice President