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SEC Filings

SC 13D
TOP FORTUNE WIN LTD. filed this Form SC 13D on 04/05/2018
Entire Document
 

Exhibit 99.5

 

EXECUTION VERSION

 

INTERIM INVESTORS AGREEMENT

 

This Interim Investors Agreement (this “Agreement”) is made as of March 26, 2018 by and among Yunfeng Fund III, L.P. and Yunfeng Fund III Parallel Fund, L.P. (collectively “YFC”), each an exempted limited partnership established under the laws of the Cayman Islands, Taobao China Holding Limited, a company incorporated under the laws of Hong Kong (“Alibaba”, together with YFC, each, a “Lead Investor” and together, the “Lead Investors”), each Shareholder of the Company (each, a “Rollover Shareholder”) listed in the first column of Schedule A to this Agreement, each beneficial owner of the applicable Rollover Shareholder set out opposite such Rollover Shareholder’s name in the second column of Schedule A to this Agreement (each, a “Beneficial Owner”), IK Healthcare Holdings Limited, an exempt company with limited liability incorporated under the laws of the Cayman Islands (“HoldCo” or “Holdco”), IK Healthcare Investment Limited, an exempt company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and IK Healthcare Merger Limited, an exempt company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned Subsidiary of Parent (“Merger Sub”).  The Lead Investors, the Rollover Shareholders and the Additional Investors (as defined below) are hereinafter collectively referred to as the “Investors.”  The Investors, the Beneficial Owners, HoldCo, Parent and Merger Sub are hereinafter collectively referred to as the “Parties”, and individually, a “Party”. Capitalized terms used but not defined herein shall have the meanings given thereto in the Merger Agreement (as defined below) unless otherwise specified herein.

 

RECITALS

 

WHEREAS, on the date hereof, Parent, Merger Sub and iKang Healthcare Group, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) have executed an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will be merged with and into the Company (the “Merger”, and together with other transactions contemplated by the Merger Agreement, the Equity Commitment Letters, the Support Agreement and this Agreement, the “Transactions”), with the Company becoming the surviving entity and a wholly-owned Subsidiary of Parent.

 

WHEREAS, prior to or on the date hereof, each of the Lead Investors entered into a letter agreement in favor of Parent, pursuant to which the respective Lead Investors agree, subject to the terms and conditions set forth therein, to purchase, directly or indirectly, certain equity interests of Parent prior to the Closing in connection with the Transactions (each, an “Equity Commitment Letter” and collectively, the “Equity Commitment Letters”) with an aggregate amount in all the Equity Commitment Letters of US$1,145,660,389.

 

WHEREAS, the Rollover Shareholders and the Beneficial Owners entered into a support agreement, pursuant to which each Rollover Shareholder agrees, subject to the terms and conditions set forth therein, to subscribe directly certain equity interests of HoldCo immediately prior to the Closing in connection with the Transaction and vote in favor of the Merger (the “Support Agreement”).

 

WHEREAS, prior to or on the date hereof, each of the Lead Investors, ShanghaiMed, Inc. and Top Fortune Win Ltd. (each a “Guarantor”) entered into a limited guarantee, pursuant to

 



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