922717--6/14/2010--CHINDEX_INTERNATIONAL

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{operation, international, foreign}

{regulation, government, change}

{debt, indebtedness, cash}

{customer, product, revenue}

{product, liability, claim}

{personnel, key, retain}

{condition, economic, financial}

{provision, law, control}

{regulation, change, law}

{operation, natural, condition}

{stock, price, operating}

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{control, financial, internal}

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{acquisition, growth, future}

Risks Related to Our Business and Financial Condition Global financial upheaval and credit restrictions may have a negative impact on operations. Our business is capital intensive and we may not be able to access the capital markets when we would like to raise capital. We may not generate sufficient cash flow to fund our capital expenditures, ongoing operations and indebtedness obligations. If we fail to manage our growth or maintain adequate internal accounting, disclosure and other controls, we would lose the ability to manage our business effectively and/or experience errors or information lapses affecting public reporting. If we lost the services of our key personnel, our leadership, expertise, experience, business relationships, strategic and operational planning and other important business attributes would be diminished. Our business could be adversely affected by inflation or foreign currency fluctuation. We have entered into loan arrangements that could impair our financial condition and prevent us from fulfilling our business obligations. We currently are unable and may not in the future be able to draw down under our existing loan facilities with the IFC and DEG, which facilities will be required for many of our expansion plans. We may be unable to service or refinance our debt. The terms of our indebtedness impose significant restrictions on our operating and financial flexibility. There can be no assurances that the agreements or proposed joint venture with Fosun Industrial Co., Limited will be consummated as proposed, if at all, nor that the intended terms thereof will be achieved. Risks Relating to the Healthcare Services Division If we do not attract and retain qualified physicians, administrators or other hospital personnel, our hospital operations would be adversely affected. Our business is heavily regulated and failure to comply with those regulations could result in penalties, loss of licensure, additional compliance costs or other adverse consequences. Our operations could be adversely affected by the high cost of malpractice insurance. We depend on information systems, which if not implemented and maintained, could adversely affect our operations. Our operations face competition that could adversely affect our results of operations. Expansion of healthcare services to reach the Chinese population depends to some extent on the development of insurance products that are not available now. Our loan from the IFC places restrictions on the conduct of our healthcare services business. Timing of revenues due to seasonality and fluctuations in financial performance vary from quarter to quarter and are not necessarily indicative of our performance over longer periods. We may not be able to complete our proposed new and/or expanded hospital projects on budget if at all, which would materially and adversely affect our financial condition and proposed expansion. Risks relating to our Medical Products Division Future Losses in the Division. We depend on our relations with suppliers and would be adversely affected by the termination of arrangements with, or shortage or loss of any significant product line from them. Our sales of medical products depend to some extent on our suppliers continuing to improve their products and introduce new models. If a supplier fails to upgrade its product line as quickly as competitive manufacturers have done, our revenues could be adversely impacted. Our sales of medical products depend to some extent on our suppliers maintaining the required product registrations required to sell their products in China. If a supplier fails to maintain or renew such product registrations in a timely manner, we would be unable to sell their products and our revenue could be adversely impacted. Timing of revenues and fluctuations in financial performance vary significantly from quarter to quarter and are not necessarily indicative of our performance over longer periods. We have not been able to arrange financings, from third party banks or governments, for our customers in every year. Future periodic financings arranged on behalf of our customers cannot be assured. The absence of these financings could result in lower sales. We may be subject to product liability claims and product recalls, and in the future we may not be able to obtain insurance against these claims at a reasonable cost or at all. We face competition that may adversely impact us, which impact may be increased as a result of China s inclusion in the World Trade Organization. If we are not able to hire and retain qualified sales representatives and service specialists, our marketing competitiveness, selling capabilities and related growth efforts will be impaired. We must maintain a significant investment in merchandise and parts inventories, which are costly and, if not properly managed, would result in an inability to provide timely marketing and delivery and could result in financial or operating imbalances and problems with liquidity and capital resources. If we do not maintain good relations with foreign trade corporations, our ability to import products may be adversely affected. Our dependence on sub-distributors and dealers could be detrimental to our financial condition if those sub-distributors or dealers do not sell our products. If the Chinese Government tightens controls or policies on purchases of medical equipment or implements reforms which disrupt the market for medical devices, including eliminating value added tax (VAT) and duty exemptions for procurement under KfW Development Bank or U.S. Export-Import Bank financings, our sales could be adversely affected. Risks Relating to Doing Business in China The economic policies of the Chinese Government and economic growth of China could adversely affect us. The Chinese legal system is relatively new and may not provide protections to us or our investors. The conversion of Renminbi (RMB) into foreign currency is regulated, and these regulations could adversely affect us. The SARS outbreak or similar outbreak, such as Avian flu or Swine Flu, could further adversely affect our operations. Natural disasters, such as the earthquakes in Sichuan Province in May 2008 and in Qinghai Province in April 2010, could adversely affect our business operations. The Chinese Government could change its policies toward, or even nationalize, private enterprise, which could harm our operations. Risks Related to our Corporate Structure Control by insiders and their ownership of shares having disproportionate voting rights could have a depressive effect on the price of common stock, impede a change in control and impede management replacement. Our unissued preferred stock could be issued to impede a change in control.

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922717--6/14/2010--CHINDEX_INTERNATIONAL_INC