MINDRAY MEDICAL INTERNATIONAL LIMITED
CODE OF BUSINESS CONDUCT AND ETHICS




---



##### 



TABLE OF CONTENTS
 PageI.
    
    Statement of Mission, Vision, and Values
    
    
    1II.
    
    Compliance with Laws, Rules and Regulations
    
    
    1III.
    
    Conflicts of Interest
    
    
    2IV.
    
    Insider Trading
    
    
    2V.
    
    Confidentiality
    
    
    3VI.
    
    Honest and Ethical Conduct and Fair Dealing
    
    
    3VII.
    
    Protection and Proper Use of Corporate Assets
    
    
    3VIII.
    
    Gifts and Gratuities
    
    
    4Special Provisions on Gifts to Government Officials
    
    
    4IX
    
    Interactions with Health Care Professionals
    
    
    5Company-Sponsored Product Training; Sales & Promotional Meetings
    
    
    6Company Support of Third Party Educational Conferences
    
    
    6Advertisement and Demonstration at
Professional Conferences and Exhibitions
    
    
    7Arrangements with Consultants
    
    
    7Support to Health Care Professionals
    
    
    8Grants and Other Charitable Donations
    
    
    8X.
    
    Distributors, Suppliers and Business Partners
    
    
    8XI.
    
    Accuracy of Books, Records and Public Reports
    
    
    10XII.
    
    Concerns on Accounting or Auditing Matters
    
    
    11XIII.
    
    Discipline
    
    
    11XIV.
    
    Reporting and Compliance Procedures
    
    
    12XV.
    
    Waivers of this Code
    
    
    13XVI.
    
    Dissemination and Amendment
    
    
    13
 -i-




---



##### 



Mindray Medical International Limited
Code of Business Conduct and Ethics
  Code Company
  legal@mindray.com
 I.
    
    STATEMENT OF MISSION, VISION, AND VALUES
 A.
    
    MISSION
  B.
    
    VISION
  C.
    
    VALUES
 
    
    Win respect and trust from customers worldwide
    
    Promote individual potential and team spirit
    
    Advocate business ethics and individual integrity
    
    Pursue higher challenges and continuous advancement
 II.
    
    COMPLIANCE WITH LAWS, RULES AND REGULATIONS
  1




---



##### 



III.
    
    CONFLICTS OF INTEREST
   IV.
    
    INSIDER TRADING
   2




---



##### 



V.
    
    CONFIDENTIALITY
    VI.
    
    HONEST AND ETHICAL CONDUCT AND FAIR DEALING
  VII.
    
    PROTECTION AND PROPER USE OF CORPORATE ASSETS
   3




---



##### 



VIII.
    
    GIFTS AND GRATUITIES
      Special Provisions on Gifts to Government Officials
   4




---



##### 



Ø
    
    Immediately prior to, or during a procurement/sales process.Ø
    
    Immediately prior to, or while a government agency is considering,
an application for any regulatory approval.Ø
    
    Immediately prior to, or while a government agency is considering,
an application for a patent.Ø
    
    Immediately prior to, or while a government agency is considering,
an application for a research and development grant.Ø
    
    When there is an intent to influence or reward the recipient.
 IX.
    
    INTERACTIONS WITH HEALTH CARE PROFESSIONALS
 Health Care
Professionals
  5




---



##### 



Company-Sponsored Product Training; Sales & Promotional Meetings
  Ø
    
    Programs and events should be conducted in clinical, educational, conference, or
other settings, including hotel or other commercially available meeting facilities
conducive to the effective transmission of knowledge.Ø
    
    Programs requiring hands on training in product operating procedures should be
held at training facilities, medical institutions, laboratories, or other
appropriate facilities.Ø
    
    The Company may provide Health Care Professional attendees with hospitality only
in the form of modest meals and receptions in connection with these programs. Any
such meals and receptions should be modest in value and subordinate in time and
focus to the educational or training purpose of the meeting.Ø
    
    The Company may pay for reasonable travel and modest lodging costs incurred by
attending Health Care Professionals.Ø
    
    It is not appropriate for the Company to pay for the meals, hospitality, travel
or other expenses for guests of Health Care Professionals or for any other person
who does not have a bona fideprofessional interest in the information being shared
at the meeting.
 bona fide
 Company Support of Third Party Educational Conferences
 Bona fide
 6




---



##### 



Ø
    
    Educational Grants: The Company may provide a grant either directly to the
conference sponsor to reduce conference costs or to a training institution or the
conference sponsor to allow attendance by medical students, resident, fellows and
other who are Health Care Professionals in training. The Company may provide
educational grants when: (1) the gathering is primarily dedicated to promoting
objective scientific and educational activities and discourse; and (2) the training
institution or the conference sponsor selects the attending Health Care
Professionals who are in training. Such grants should be paid only to
organizations with a genuine educational purpose or function, and may be used only
to reimburse the legitimate expenses for bona fideeducational activities. Cash
grants also should be consistent with relevant guidelines established by
professional societies or organizations. The conference sponsor should be
responsible for and control the selection of program content, faculty, educational
methods and materials.Ø
    
    Modest Meals and Hospitality: The Company may provide funding to the conference
sponsor to support the conferences meals and hospitality. In addition, the Company
may provide meals and receptions for all Health Care Professionals in attendance,
but only if it is provided in a manner that is also
consistent with the sponsors guidelines. Any meals, receptions and hospitality should
be modest in value and should be subordinate in time and focus to the purpose of the
conference.Ø
    
    Faculty Expenses: The Company may make grants to conference sponsors for
reasonable honoraria, travel, lodging and meals for Health Care Professionals who
are bona fideconference faculty members.
 Advertisement and Demonstration at Professional Conferences and Exhibitions
  Arrangements with Consultants
  Ø
    
    Consulting arrangements should be written, signed by the parties and specify all
of the services to be performed. Compensation to be paid to consultants should be
consistent with fair market value for the services provided.Ø
    
    Consulting agreements should be entered into only where a legitimate need and
purpose for the services is identified in advance.
 7




---



##### 



Ø
    
    Selection of consultants should be on the basis of the consultants qualifications and
expertise to address the identified purpose, and should not be on the basis of volume
or value of business generated by the consultant.Ø
    
    When the Company contracts with a consultant for research services, there should
be a written research protocol.Ø
    
    The Company may pay for reasonable and actual expenses incurred by consultants
in carrying out the subject of the consulting arrangement, including reasonable and
actual travel, modest meals and lodging costs incurred by consultants attending
meetings with, or on behalf of the Company.
 Support to Health Care Professionals
   Grants and Other Charitable Donations
  X.
    
    AGENTS, DISTRIBUTORS, SUPPLIERS AND OTHER BUSINESS PARTNERS
   8




---



##### 



Ø
    
    Verification of the agent, distributor, suppliers credentials and reputation
with relevant business partners, commercial entities or government authorities as
applicable;Ø
    
    Verify whether the agent, distributor or supplier has been subject to any formal
or informal allegations (including in the media) regarding any misconduct
indicating dishonesty;Ø
    
    Documentation of the reason for the retention, including an analysis of the
agent, distributor or suppliers qualifications and expertise;Ø
    
    Analysis of the appropriateness of the cost of services when compared to
compensation paid to others for similar services under similar circumstances;Ø
    
    Verify that no owner, employee, consultant, or representative of the agent,
distributor or supplier is a government official or an officials family member or
close business associateØ
    
    Verify whether the agent, distributor or supplier will retain or has retained
any subcontractors or consultants, what type of investigation it has done into the
reputation of those persons, and whether those persons are under the control of the
agent, distributor or supplier.
  Ø
    
    For any reimbursement payment, all accounting records, expenditures, expense
reports, invoices, vouchers, gifts, business entertainment and any other business
records as applicable must be accurately and reliably reported and recorded.Ø
    
    Any and all payments by or on behalf of the Company may only be made on the
basis of appropriate supporting documentation and only for the purpose specified in
the documentation.Ø
    
    To avoid even the appearance of impropriety, no payments to agents, distributors
or suppliers shall be made in cash other than documented petty cash disbursements;Ø
    
    No corporate checks shall be written to cash, bearer, or third party
designees of the party entitled to payment. Checks should only be written to the
name of the agent, distributor or suppliers firm originally contracted with, at
their normal business address.
 9




---



##### 



Ø
    
    No payments shall be made outside the country of residence of the recipient without
the prior written approval of the Chief Financial Officer and the Office of General
Counsel.
    
    
    Increasing or decreasing agreed amounts on any invoice if such a request
is contrary to the Companys standards, procedures or applicable laws; or
    
    Submitting multiple invoices if you suspect such invoices may be used in
a manner contrary to the Companys standards, procedures or applicable
laws or otherwise used improperly.
 XI.
    
    ACCURACY OF BOOKS, RECORDS AND PUBLIC REPORTS
     10




---



##### 



XII.
    
    CONCERNS ON ACCOUNTING OR AUDITING MATTERS
    XIII.
    
    DISCIPLINE
     11




---



##### 



XIV.
    
    REPORTING AND COMPLIANCE PROCEDURES
 legal@mindray.com
  th
 
 compliance@mindray.com
   12




---



##### 



XV.
    
    WAIVERS OF THIS CODE
   XVI.
    
    DISSEMINATION AND AMENDMENT
  13