SHARES PURCHASE AGREEMENT

Exhibit 2.1

SHARES PURCHASE AGREEMENT

By and Among

ANALOGIC CORPORATION

and

CHONGQING ANKE MEDICAL EQUIPMENT CO., LTD.

Dated as of January 30, 2008

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SHARES PURCHASE AGREEMENT

THIS SHARES PURCHASE AGREEMENT , dated as of January 30 2008, is made by and among Analogic Corporation, a corporation organized and existing under the laws of the Commonwealth of Massachusetts, U.S.A., and having offices at 8 Centennial Drive, Peabody, Massachusetts 01960, U.S.A. (the “ Seller ”), and Chongqing Anke Medical Equipment Co., Ltd., a company organized and existing under the PRC Law (as defined herein) and having registered offices at 3/F District 2, Neptune Building, #62 Star Road, Hi-tech Industry Development Park, New North Zone, Chongqing, the PRC (the “ Purchaser ”). The Seller and the Purchaser may hereinafter be referred to as a “Party” individually and as the “ Parties ” collectively.

WHEREAS , the Seller owns 40,274,300 shares in Shenzhen Anke High-Tech Company Limited, a Sino-foreign joint stock company organized and existing under the PRC Law and having registered offices at 26 Yanshan Road, Shekou, Nanshan District, Shenzhen, Guangdong, PRC (the “ Company ”), representing 44.645% of the total issued shares in the Company;

WHEREAS , following discussions among the Parties, the Parties have determined to enter into this Agreement, pursuant to which the Purchaser has agreed to purchase from the Seller, and the Seller has agreed to sell to the Purchaser, 17,721,755 shares held by the Seller in the Company, representing 19.645% of the total issued shares in the Company (the “ Shares ”); and

WHEREAS , the Seller and the Purchaser desire to make certain representations, warranties, covenants, and agreements in connection with the transactions contemplated by this Agreement.

NOW, THEREFORE , in consideration of the premises and the mutual agreements and covenants hereinafter set forth and intending to be legally bound hereby, the Purchaser and the Seller hereby agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.01. Certain Defined Terms .

As used in this Agreement (as defined below), the following terms shall have the following meanings:

“ Agreement ” or “ this Agreement ” means this Shares Purchase Agreement dated as of January 30, 2008, between the Seller and the Purchaser (including the Exhibits hereto, which are expressly incorporated herein) and all amendments hereto made in accordance with the provisions of Section 9.08.

“ Ancillary Documents ” means the EJV Joint Venture Contract, the EJV Articles of Association, the Master Trademark Agreement, the Debts Repayment Agreement, the Termination Agreement, and the Shares Pledge Agreement.

“ Business Day ” means any day that is not a Saturday, a Sunday, a statutory holiday, or another day on which banks in PRC are required or authorized by PRC Law to be closed.

“ Debts Repayment Agreement ” means the Debts Repayment Agreement executed by the Company, the Seller, and the Purchaser on the date of this Agreement,

“ EJV Articles of Association ” means the Articles of Association in connection with the establishment of the New EJV executed by the Parties.

“ EJV Joint Venture Contract ” means the Equity Joint Venture Contract in connection with the establishment of the New EJV executed by the Parties.

“ Encumbrance ” means any real or personal security interest, pledge, mortgage, lien, charge, or encumbrance, or any contract or agreement constituting a privilege, or any agreement or right of any nature creating rights for Third Parties or restricting the full enjoyment, ownership, or transferability, or any other arrangement having a similar effect.

“ Existing Trademarks ” shall have the same meaning as assigned to in the Master Trademark Agreement.

“ Existing Trademarks Assignment Contract ” means the Existing Trademarks Assignment Contract to be entered into between the Company and the New EJV (in connection with the Company’s assignment of the Existing Trademarks to the New EJV contemplated by the Master Trademark Agreement), substantially in the form attached to the Master Trademark Agreement.

“ Governmental Authority ” means any national, governmental, local, regulatory, or administrative authority, agency, or commission or any court, tribunal, or judicial or arbitral body.

“ Governmental Order ” means any order, judgment, injunction, decree, or award promulgated or issued by any Governmental Authority.

“ Law ” means any national, provincial, or local law, ordinance, regulation, rule, code, administrative order, requirement, or rule of law.

“ Logo License Contract ” means the Logo License Contract to be entered into between the New EJV (as the licensor) and the Company (as the licensee), substantially in the form attached to the Master Trademark Agreement.

“ Master Trademark Agreement ” means the Master Trademark Agreement executed by the Company, the Seller, and the Purchaser on the date of this Agreement,

“ New EJV ” means a new equity joint venture in the form of a limited liability company to be established by the Parties pursuant to the EJV Joint Venture Contract and the EJV Articles of Association, in which each of the Parties will hold fifty percent (50%) of the equity interest.

“ New Trademarks ” shall have the same meaning as assigned to in the Master Trademark Agreement.

“ Original Approval Authority ” means the original approval authority of the People’s Government of Shenzhen Municipality that approved the establishment and alteration of the Company.

“ Outstanding Debts ” shall have the same meaning as assigned to in the Debts Repayment Agreement.

“ Person ” means any individual, limited liability company, corporation, association, partnership, business trust, joint stock company, joint venture, trust, estate, or other entity or organization of whatever nature.

“ PRC ” or “ China ” means the People’s Republic of China. Except where the context otherwise requires and only for the purposes of this Agreement, references in this Agreement to “PRC” or “China” shall be deemed not to include Taiwan, Hong Kong, or Macau.

“ Renminbi ” or RMB ” means the lawful currency of PRC.

“ Rep.Office ” means Analogic Corporation, Shenzhen Representative Office.

“ SAFE Chongqing ” means State Administration of Foreign Exchange, Chongqing Branch.

“ SAFE Shenzhen ” means State Administration of Foreign Exchange, Shenzhen Branch.

“ Shares Pledge Agreement ” means the Shares Pledge Agreement executed by the Company, the Seller, and the Purchaser on the date of this Agreement.

“ Shenzhen AIC ” means Shenzhen Administration for Industry and Commerce.

“ Shenzhen HPE ” means Shenzhen Hi-tech Property Exchange.

“ Termination Agreement ” means the Termination Agreement executed by the Company and the Seller on the date of this Agreement.

" Third Party ” means any Person other than the Parties.

“ Trademark Bureau ” means Trademark Bureau of PRC State Administration for Industry and Commerce.

“ US Dollars ” or “ USD ” means the lawful currency of the United States of America.

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“ Words License Contract ” means the Words License Contract to be entered into between the New EJV, the Company (the New EJV and the Company act as the licensors) and the Seller (as the licensee), substantially in the form attached to the Master Trademark Agreement.

SECTION 1.02. Definitions .

Each of the following terms is defined in the section set forth opposite such term:

ARTICLE II
PURCHASE AND SALE

SECTION 2.01. Purchase and Sale of the Shares

Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares together with all rights and interests attached thereto free and clear of any Encumbrances (such transaction being referred to herein as the “ Sale Transaction ”).

SECTION 2.02. Purchase Price

(a) The purchase price for the Shares shall be Two Million US Dollars (USD2,000,000) (the “ Purchase Price ”).

(b) The Purchaser shall pay the Purchase Price in US Dollars to the Seller within fifteen (15) Business Days after the Closing.

SECTION 2.03. Closing

(a) Subject to the terms and conditions of this Agreement, the consummation of the sale and purchase of the Shares contemplated by this Agreement (the “Closing”) shall take place at the offices of the Company at 26 Yanshan Road, Shekou, Nanshan District, Shenzhen, Guangdong, PRC, within five (5) Business Days after the satisfaction of the conditions precedent set forth in Article VI hereof, or at such other place or on such other date as the Seller and the Purchaser may mutually agree upon (the day on which the Closing takes place being referred to herein as the “ Closing Date ”). The Parties agree to a target Closing Date of May 30, 2008.

(b) Notwithstanding any other provisions of this Agreement to the contrary, the Purchaser hereby unconditionally agrees and acknowledges that it shall in no event and under no circumstances whatsoever be entitled or have the right to enjoy or exercise in any manner whatsoever any rights to or interests in the Shares, including without limitation any shareholder’s rights to or interests in the Shares (or any rights or interests attached thereto), until and unless (i) the Closing has been completed, (ii) the Purchaser has paid to the Seller, and the Seller has received from the Purchaser, the full amount of the Purchase Price without any offset, holdback, escrow, or reduction of any kind whatsoever, (iii) the Company has paid to the Seller, and the Seller has received from the Company, the full amount of the Outstanding Debts (as defined in the Debts Repayment Agreement) without any offset, holdback, escrow, or reduction of any kind whatsoever (the conditions specified in clauses (ii) and (iii) of this paragraph being referred to herein as the “ Payment Conditions ”), and (iv) the assignment of the Existing Trademarks contemplated by the Existing Trademarks Assignment Contract has been completed and taken effect (the “ Existing Trademark Assignment ”).

(c) In the event that the Original Approval Authority has granted approval on the sale and purchase of the Shares contemplated by this Agreement, and /or Shenzhen HPE has completed registration in connection with the sale and purchase of the Shares contemplated by this Agreement, but the Closing does not occur or has not been completed within thirty (30) days after obtaining the approval of the Original Approval Authority or fifteen (15) days after the completion of registration with Shenzhen HPE, then the Seller may terminate this Agreement by written notice to the Purchaser, and then

(d) In the event that either (i) all of the Payment Conditions have not been completely and unconditionally satisfied and met within thirty (30) days after the Closing, or

(ii) the Existing Trademarks Assignment has not been completed and taken effect within nine
(9) months after the Closing, then, if the Seller so elects (the “ Reset Election ”) by written notice to the Purchaser:

SECTION 2.04. Closing Deliveries .

(a) At the Closing, the Seller shall deliver to the Purchaser the items identified on Exhibit 2.04(a) .

(b) At the Closing, the Purchaser shall deliver to the Seller the items identified on Exhibit 2.04(b ).

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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Purchaser that each of the following representations or warranties shall be true as of the date hereof and as of the Closing Date:

SECTION 3.01. Organization and Existence of the Seller; Power and Authority; Binding Effect .

(a) The Seller is a corporation duly incorporated and validly existing under the Law of the jurisdiction where it is established.

(b) The Seller has all requisite power and authority to enter into, perform its obligations under, and consummate the transactions contemplated by, this Agreement and the Ancillary Documents.

(c) This Agreement has been duly executed by the Seller and (assuming due execution by the Purchaser) is the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except insofar as enforceability may be affected or limited by bankruptcy, insolvency, reorganization, or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally.

(d) The Seller is not subject to any insolvency or bankruptcy proceedings or involved in any other pending claim, action, proceeding, or investigation, which may delay or prevent the consummation of, or which would be reasonably likely to adversely affect the Seller’s ability to consummate, the transactions contemplated by this Agreement or any Ancillary Documents.

SECTION 3.02. Ownership of the Shares .

(a) To the Seller’s knowledge, the Shares have been validly issued, fully paid, and duly registered.

(b) To the Seller’s knowledge, the Shares represent 19.645% of the total issued shares in the Company and are owned by the Seller free and clear of all Encumbrances.

SECTION 3.03. No Conflict .

Assuming that all approvals referred to in Sections 6.02(b), (c), and (d) of this Agreement have been obtained, to the Seller’s knowledge, the execution and performance of this Agreement or the Ancillary Documents by the Seller or the consummation of the transactions contemplated hereby or thereby, shall not:

(a) Violate, conflict with, or result in the breach of any provision of the articles of association or by-laws (or similar organizational documents) of the Seller;

(b) Conflict with or violate any Law or Governmental Order applicable to the Seller.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller that each of the following representations or warranties shall be true as of the date hereof and as of the Closing Date:

SECTION 4.01. Organization and Existence of the Purchaser; Power and Authority; Binding Effect .

(a) The Purchaser is a company duly established and validly existing under PRC Law.

(b) The Purchaser has all requisite power and authority to enter into, perform his obligations under, and consummate the transactions contemplated by, this Agreement and the Ancillary Documents.

(c) This Agreement has been duly executed by the Purchaser and (assuming due execution by the Seller) is the valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

(d) The Purchaser is not subject to any liquidation or bankruptcy proceedings or involved in any other pending claim, action, proceeding, or investigation, which may delay or prevent the consummation of, or which would be reasonably likely to adversely affect the Purchaser’s ability to consummate, the transactions contemplated by this Agreement or any Ancillary Documents.

SECTION 4.02. No Conflict .

Assuming that all approvals referred to in Sections 6.02(b), (c), and (d) of this Agreement have been obtained, the execution and performance of this Agreement or the Ancillary Documents by the Purchaser or the consummation of the transactions contemplated hereby or thereby, shall not:

(a) Violate, conflict with, or result in the breach of any provision of the articles of association or by-laws (or similar organizational documents) of the Purchaser;

(b) Conflict with or violate any Law or Governmental Order applicable to the Purchaser; or

(c) Result in any breach of, require any consent under, or give to others any rights of amendment, suspension, revocation, or termination pursuant to, any agreement, arrangement, permit, or Governmental Order to which the Purchaser is a party or by virtue of which the Purchaser is bound.

SECTION 4.03. Financing .

The Purchaser has sufficient immediately available funds to pay to the Seller, in cash, the full Purchase Price and all of the other amounts payable pursuant to this Agreement or otherwise necessary to consummate all of the transactions contemplated hereby. Upon the consummation of such transactions, (a) the Purchaser will not come into either liquidation or bankruptcy, and (b) the Purchaser will not have incurred debts beyond its ability to pay such debts as they mature.

SECTION 4.04. Litigation .

As of the date hereof and as of the Closing Date, no legal action by or against the Purchaser is pending or, to the best knowledge of the Purchaser, threatened, which could affect the legality, validity, or enforceability of this Agreement or any Ancillary Documents or the consummation of the transactions contemplated hereby or thereby.

ARTICLE V
COVENANTS

SECTION 5.01. Corporate Authorization .

Each Party shall use all commercially reasonable efforts to obtain all necessary internal authorizations, including but not limited to the approvals of its board of directors, shareholders, or other competent internal governance bodies, where applicable, within thirty (30) days after the date hereof.

SECTION 5.02. Approval of Original Approval Authority .

The Parties, with the full assistance of the Company, shall make all filings with, and use all commercially reasonable efforts to obtain all necessary approvals from, the Original Approval Authority which are necessary pursuant to applicable PRC Law with respect to (i) the sale and purchase of the Shares as contemplated by this Agreement; and (ii) the shares pledge contemplated by the Shares Pledge Agreement, and shall supply the Original Approval Authority as promptly as practicable any additional information and documentary material that may be requested.

SECTION 5.03 . Trademarks .

The Parties shall enter into, and the Parties shall use all commercially reasonable efforts to cause the Company to enter into, the Master Trademark Agreement on the date of this Agreement, and the Purchaser shall use all commercially reasonable efforts to:

(a) Cause the release of all judicial and administrative freezes or confiscation attached to the Trademarks prior to the Submission of Application;

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(b) Cause the Company and the New EJV to enter into the Existing Trademarks Assignment Contract and to successfully submit application (for the assignment of the Existing Trademarks contemplated by the Existing Trademarks Assignment Contract) with Trademark Bureau within ten (10) Business Days after the establishment of the New EJV;

(b) Cause the Company and the New EJV to enter into the Logo License Contract within ten (10) Business Days after the establishment of the New EJV; and

(d) Cause the EJV and the Company to enter into, and the Seller shall enter into, the Words License Contract within ten (10) Business Days after the establishment of the New EJV.

Furthermore, the Parties shall use all commercially reasonable efforts to (i) establish the New EJV prior to the Submission of Application; and (ii) cause the New EJV to successfully submit the application for the New Trademarks with Trademark Bureau within fifteen (15) Business Days after the establishment of the New EJV.

SECTION 5.04. Termination of Prior Agreements .

The Seller shall enter into, and the Parties shall use all commercially reasonable efforts to cause the Company to enter into, the Termination Agreement on the date of this Agreement.

SECTION 5.05. Repayment of the Outstanding Debts .

The Parties shall enter into, and the Parties shall use all commercially reasonable efforts to cause the Company to enter into, the Debts Repayment Agreement on the date of this Agreement, and the Purchaser shall use all commercially reasonable efforts to cause the Company to repay the Outstanding Debts in full prior to the Submission of Application.

SECTION 5.06. Registration with Shenzhen HPE

The Purchaser shall attend to and complete, and it shall use all commercially reasonable efforts to cause the Company to attend to and complete, the necessary registration with Shenzhen HPE in connection with (i) the sale and purchase of the Shares as contemplated by this Agreement; and (ii) the shares pledge contemplated by the Shares Pledge Agreement. Only upon the completion of the shares pledge registrations with both SAFE Chongqing and Shenzhen HPE, can the Company proceed with the shares transfer registration with Shenzhen HPE.

SECTION 5.07. Clearance from Chongqing Tax Authorities

The Purchaser shall submit application with the tax authorities in Chongqing within one (1) Business Day after the Closing Date, and to obtain all necessary clearances from the tax authorities in Chongqing, for the sale and purchase of the Shares contemplated by this Agreement and related tax issues at the Purchaser’s own costs and expenses.

SECTION 5.08. Approval of & Registration with SAFE .

The Purchaser shall attend to and complete, and it shall use all commercially reasonable efforts to cause the Company to attend to and complete, the necessary registration with SAFE Shenzhen in connection with (i) the sale and purchase of the Shares as contemplated by this Agreement and (ii) the shares pledge contemplated by the Shares Pledge Agreement. The Purchaser shall:

(a) submit the application with SAFE Chongqing within one (1) Business Day after obtaining clearance from the tax authorities in Chongqing, and to obtain all necessary clearances from SAFE Chongqing, for the payment of the Purchase Price to the Seller, at the Purchaser’s own costs and expenses;

(b) obtain all necessary approvals of, and complete all registration with, SAFE Chongqing in connection with the shares pledge contemplated by the Shares Pledge Agreement within twenty (20) Business Days after obtaining the approval of the Original Approval Authority.

SECTION 5.09. Registration with Shenzhen AIC

Within five (5) Business Days after the date on which all of the Payment Conditions have been completely and unconditionally satisfied and met, the Purchaser shall cause the Company to attend to registration with Shenzhen AIC in connection with the amendment to the articles of association of the Company, the shareholding structure of the Company (after the Closing), and the new directors of the Company. For the avoidance of doubt, the Purchaser shall use all commercially reasonable efforts to cause the Company not to attend to such registration until and unless all of the Paymen