[SUBJECT TO COMPLETION, DATED , 2014 PRELIMINARY PROSPECTUS American Depositary Shares iKang Healthcare Group, Inc. Representing Class A Common Shares This is an initial public offering of American depositary shares, or ADSs, of iKang Healthcare Group, Inc. We are offering ADSs and the selling shareholders identified in this prospectus are offering an additional ADSs. Each ADS represents Class A common] [iKang Healthcare Group, Inc. (a Cayman Islands company) — [ — Each Representing [ — (Par Value US$[ FORM OF UNDERWRITING AGREEMENT [ — ], 2014 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 as Representatives of the several Underwriters Ladies and] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF IKANG HEALTHCARE GROUP, INC. (adopted by way of special resolution passed on 1 March, 2014) 1. iKang Healthcare Group, Inc. The name of the Company is 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket] [The Companies Law (Revised) Company Limited by Shares THE AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF iKang Healthcare Group, Inc. (Adopted by way of a special resolution passed on March 1, 2014 conditionally upon consummation of the IPO) 1. The name of the Company is iKang Healthcare Group, Inc. 2. The Registered Office of the Company shall be at the] [Incorporated in the Cayman Islands iKang Healthcare Group, Inc. This is to certify that is / are the registered shareholders of: No. of Shares Type of Share Par Value Class A Common Shares USD 0.01 Date of Record Certificate Number % Paid The above shares are subject to the Memorandum and Articles of Association of the Company and transferrable in] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions 1 (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1] [SHAREHOLDERS’ AGREEMENT Agreement Company iKang BVI Schedule A Preferred A Holder Schedule B Preferred B Holder Schedule C Preferred C Holder Schedule D-1 Schedule D-2 Preferred D Holder Schedule E Preferred E Holder Preferred F-1 Holder Schedule F Preferred F-2 Holder Preferred F Holders Schedule G Common A Holder Schedule H Common B Holder THIS SHAREHOLDERS’ AGREEMENT (this “ RECITALS] [AMENDMENT NO.1 TO SHAREHOLDERS’ AGREEMENT Amendment Company iKang BVI Schedules A, B, C, D-1, D-2 , E, F, G and H Existing Holders THIS AMENDMENT NO. 1 TO SHAREHOLDERS’ AGREEMENT (this “ RECITALS A. Shareholders’ Agreement The Company, iKang BVI, the Company Group Holdcos, the Founders and the Existing Holders entered into a Shareholders’ Agreement dated as of March 1,] [Dated the day of March 1, 2014 THE PERSONS NAMED IN SCHEDULE 1 (as the “Transferors”) and IKANG HEALTHCARE GROUP, INC. (as the “Company”) and IKANG GUOBIN HEALTHCARE GROUP, INC. SHARE SWAP AGREEMENT 1 THIS AGREEMENT is made the day of March 1, 2014 BETWEEN: (1) Transferor Transferors The persons whose names and addresses are set out in the first] [Option Award Arrangement Agreement This Option Award Arrangement Agreement (the “Agreement”), dated as of December 30, 2013, is entered into in Shanghai between: Qian Hui, PRC ID No. 340102196811301522; iKang Guobin Healthcare Group, Inc., a limited company incorporated under the laws of the British Virgin Islands whose registered address is Palm Grove House, P.O. Box 3186, Wickhams Cay I, Road] [19 March 2014 iKang Healthcare Group, Inc. B-6F, Shimao Tower 92A Jianguo Road Chaoyang District, Beijing 100022 People’s Republic of China OUR REF: AC/al/#5983081(M#894889) Dear Sirs, iKang Healthcare Group, Inc. (the “Company”) Commission Registration Statement Securities Act Common Shares For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed the] [19 March 2014 Matter No.:894889 Doc Ref: AC/al/#5983285 iKang Healthcare Group, Inc. B-6F, Shimao Tower 92A Jianguo Road Chaoyang District, Beijing 100022 People’s Republic of China Dear Sirs, iKang Healthcare Group, Inc. he “Company”) Commission Registration Statement Securities Act Common Shares For the purposes of giving this opinion, we have examined and relied upon copies of the following documents: (i)] [March 21, 2014 iKang Healthcare Group, Inc. B-6F, Shimao Tower 92A Jianguo Road Chaoyang District, Beijing 100022 People’s 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 our opinion as to the material U.S. federal income tax consequences to “U.S.] [IKANG HEALTHCARE GROUP, INC. SHARE INCENTIVE PLAN (effective as of February 26, 2013 and as subsequently amended) Section 1 The purpose of the iKang Healthcare Group, Inc. Share Incentive Plan is to enhance the ability of iKang Healthcare Group, Inc. to attract and retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the growth and] [IKANG HEALTHCARE GROUP, INC. SHARE INCENTIVE PLAN (effective as of April 28, 2013 and as subsequently amended) Section 1 The purpose of the iKang Healthcare Group, Inc. Share Incentive Plan is to enhance the ability of iKang Healthcare Group, Inc. to attract and retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the growth and] [IKANG HEALTHCARE GROUP, INC. 2014 SHARE INCENTIVE PLAN Section 1 The purpose of the iKang Healthcare Group, Inc. Share Incentive Plan is to enhance the ability of iKang Healthcare Group, Inc. to attract and retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the growth and performance of the Company. Section 2 Definitions As used] [FORM OF INDEMNIFICATION AGREEMENT IKANG HEALTHCARE GROUP, INC. Agreement Company Indemnitee This Indemnification Agreement (this “ W I T N E S S E T H: WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or executive officers unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and] [EMPLOYMENT AGREEMENT Agreement This Employment Agreement (the “ WHEREAS, the Company and Executive wish to enter into an employment agreement whereby the Executive will be employed by the Company in accordance with the terms and conditions stated below; NOW, THEREFORE, the parties hereby agree as follows: ARTICLE 1 MPLOYMENT UTIES ND ESPONSIBILITIES E . Employment. Section 1.01 . Duties and] [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] [IKANG HEALTHCARE GROUP, INC. Code of Business Conduct and Ethics Adopted March 21, 2014 Introduction Code This Code of Business Conduct and Ethics (the “ We must strive to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Company’s business activities, including, but not limited to,] [Form of PRC Legal Opinion [ — ] To: iKang Guobin Healthcare Group, Inc. (the “Company”) B-6F, Shimao Tower 92A Jianguo Road, Chaoyang District Beijing 100022, People’s Republic of China Re: Legal Opinion PRC We are qualified lawyers of the People’s Republic of China (the “ Offering ADSs Registration Statement Commission We have acted as PRC counsel for the Company]