[Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 UBS Securities LLC 299 Park Avenue New York, New York 10171 VIA EDGAR April 7, 2014 100 F Street, N.E. Attention: Jeffrey P. Riedler Austin Stephenson Tabatha Akins Andrew Mew Re: Company iKang Healthcare Group, Inc. (the Registration Statement on Form F-1 (File No.]
[iKang Healthcare Group, Inc. B-6F, Shimao Tower 92A Jianguo Road Chaoyang District, Beijing 100022 Peoples Republic of China +86 10 5320 6688 April 7, 2014 Division of Corporation Finance 100 F Street, N.E. Mail Stop 3010 Attention: Jeffrey P. Riedler Austin Stephenson Tabatha Akins Andrew Mew Re: iKang Healthcare Group, Inc. Registration Statement on Form F-1 (File No. 333-194263 )]
[Issuer Free Writing Prospectus Registration No. 333-194263 March 27, 2014 iKang Healthcare Group, Inc. http://www.sec.gov/Archives/edgar/data/1524190/000119312514118050/0001193125-14-118050-index.htm This free writing prospectus reflects the following amendments that were made in Amendment No. 3 to our companys registration statement on Form F-1 (registration No. 333-194263), or Amendment No. 3, as filed via EDGAR with the SEC on March 27, 2014. All references to page]
[New York Menlo Park Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Li He LLP Davis Polk & Wardwell 2201 China World Office 2 1 Jian Guo Men Wai Avenue Chaoyang District Beijing 100004 86 10 8567 5005 tel 86 10 8567 5105 fax li.he@davispolk.com March 27, 2014 Re: iKang Healthcare Group, Inc. Registration Statement on Form]
[SUBJECT TO COMPLETION, DATED MARCH 27, 2014 PRELIMINARY PROSPECTUS 10,904,846 American Depositary Shares iKang Healthcare Group, Inc. Representing 5,452,423 Class A Common Shares This is an initial public offering of American depositary shares, or ADSs, of iKang Healthcare Group, Inc. We are offering 7,574,446 ADSs and the selling shareholders identified in this prospectus are offering an additional 3,330,400 ADSs. Each] [March 27, 2014 iKang Healthcare Group, Inc. B-6F, Shimao Tower 92A Jianguo Road Chaoyang District, Beijing 100022 Peoples Republic of China We have examined such matters of fact and law as we have deemed necessary or advisable for the purpose of our opinion. We hereby confirm that the statements with respect to U.S. federal income tax law included under the] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated December 4, 2013 relating to the consolidated financial statements of iKang Guobin Healthcare Group, Inc., its subsidiaries, its variable interest entities (VIEs), and its VIEs subsidiaries as of and for the years ended March 31, 2011, 2012]
[SUBJECT TO COMPLETION, DATED MARCH 25, 2014 PRELIMINARY PROSPECTUS 10,904,846 American Depositary Shares iKang Healthcare Group, Inc. Representing 5,452,423 Class A Common Shares This is an initial public offering of American depositary shares, or ADSs, of iKang Healthcare Group, Inc. We are offering 7,574,446 ADSs and the selling shareholders identified in this prospectus are offering an additional 3,330,400 ADSs. Each] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this (1) Company iKang Healthcare Group, Inc., a company incorporated in the Cayman Islands (the (2) Purchaser Best Investment Corporation, a limited liability company incorporated in the Peoples Republic of China (the Party Parties The Purchaser and the Company are sometimes herein referred to each as a W I T] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated December 4, 2013 relating to the consolidated financial statements of iKang Guobin Healthcare Group, Inc., its subsidiaries, its variable interest entities (VIEs), and its VIEs subsidiaries as of and for the years ended March 31, 2011, 2012]
[____________________ FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 For Depositary Shares Evidenced by American Depositary Receipts ___________________ iKang Healthcare Group, Inc. (Exact name of issuer of deposited securities as specified in its charter) n/a Cayman Islands (Jurisdiction of incorporation or organization of issuer) JPMORGAN CHASE BANK, N.A. (Exact name of depositary as specified in its charter) 1] [J.P.Morgan TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order 1] [Ziegler, Ziegler & Associates LLP Counselors at Law th 570 Lexington Avenue, 44 New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 March 25, 2014 JPMorgan Chase Bank, N.A., as Depositary 1 Chase Manhattan Plaza, Floor 58 New York, New York 10005 American Depositary Shares evidenced by American Depositary Receipts for deposited Class A common shares of iKang Healthcare]
[____________________ FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 For Depositary Shares Evidenced by American Depositary Receipts ___________________ iKang Healthcare Group, Inc. (Exact name of issuer of deposited securities as specified in its charter) n/a Cayman Islands (Jurisdiction of incorporation or organization of issuer) JPMORGAN CHASE BANK, N.A. (Exact name of depositary as specified in its charter) 1] [J.P.Morgan TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order 1] [Ziegler, Ziegler & Associates LLP Counselors at Law th 570 Lexington Avenue, 44 New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 March 25, 2014 JPMorgan Chase Bank, N.A., as Depositary 1 Chase Manhattan Plaza, Floor 58 New York, New York 10005 American Depositary Shares evidenced by American Depositary Receipts for deposited Class A common shares of iKang Healthcare]
