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

 

among such VIE, its WFOE and its Onshore Shareholders; (v) with respect to Main VIE only, Loan Agreement among its WFOE and Onshore Shareholders; and (vi) if applicable, Spousal Consent Letters issued by spouse of each of its Onshore Shareholders, and any amendment or extension of the above.

 

Cash Equity Commitment” of an Investor means the amount set forth opposite such Investor’s name in the second column of Schedule B of this Agreement.

 

Cash Investor” means each of the Investors other than the Rollover Shareholders.

 

Equity Commitment” of an Investor means such Investor’s Cash Equity Commitment and Rollover Commitment.

 

Main VIE” means iKang Healthcare Technology Group Co., Ltd. (爱康健康科技集团有限公司), a company established and existing under the PRC Laws.

 

Onshore Shareholders” means, with respect to each VIE, the shareholders of such VIE.

 

Other VIEs” means Hangzhou iKang Guobin Clinic Co., Ltd. (杭州爱康国宾医疗门诊部有限公司), Shanghai Yuanhua Information Technology Co., Ltd. (上海元华信息技术有限公司), and Jiandatong Health Technology (Beijing) Co., Ltd. (健达通健康科技(北京)有限公司), each a company established and existing under the PRC Laws.

 

Rollover Commitment” of a Rollover Shareholder means the amount set out opposite such Rollover Shareholder’s name in the third column of Schedule B of this Agreement.

 

Special Committee” means the special committee of the Company Board comprised of independent and disinterested directors of the Company representing the Company to negotiate in the Transactions.

 

VIEs” means collectively, the Main VIE and the Other VIEs.

 

WFOE” means, with respect to Main VIE and Jiandatong Health Technology (Beijing) Co., Ltd. (健达通健康科技(北京)有限公司), iKang Internet Health and Technology (Beijing) Co., Ltd. (爱康网健康科技(北京)有限公司); with respect to Hangzhou iKang Guobin Clinic Co., Ltd. (杭州爱康国宾医疗门诊部有限公司), iKang Health Management (Zhejiang) Co., Ltd. (爱康健康管理(浙江)有限公司); and with respect to Shanghai Yuanhua Information Technology Co., Ltd. (上海元化信息技术有限公司), Yuanhua Medical Consultancy Services (Shanghai) Co., Ltd. (元化医疗咨询服务(上海)有限公司), in each case, a company established and existing under the PRC Laws.

 

5.3                               Amendment. This Agreement may be amended or modified and the provisions hereof may be waived, only by an agreement in writing signed by all Parties.

 

5.4                               Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or

 

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