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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 20-F
  (Mark One)o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR(g)  OF
    THE SECURITIES EXCHANGE ACT OF 1934ORþ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended December 31,
    2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934ORo

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934Date of event requiring this
    shell company reportFor the transition period
    from          to   Commission file number:
    001-33036
 Mindray Medical International
    Limited
 (Exact name of Registrant as
    specified in its charter)
  Not applicable
 (Translation of
    Registrants name into English)
  Cayman Islands
 (Jurisdiction of incorporation
    or organization)
  Mindray Building, Keji 12th Road South,
 Hi-tech Industrial Park, Nanshan, Shenzhen 518057
 (Address of principal executive
    offices)
  Securities
    registered or to be registered pursuant to Section 12(b) of
    the Act.
  Name of EachExchange on WhichTitle of Each Class

RegisteredAmerican Depositary Shares, each representing one
    Class A ordinary share, par value HK$0.001 per share

New York Stock Exchange   Securities registered or to be
    registered pursuant to section 12(g) of the act.
 None
  Securities for which there is a
    reporting obligation pursuant to section 15(d) of the
    act.
 None
    þ o
  o þ
  þ o
  Regulation S-T þ o
    Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o    þ o o
  o o
  Rule 12b-2 o þ




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Table of
    Contents
   
 PageINTRODUCTION


1PART I


2ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
    ADVISERS


2ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE


2ITEM 3.

KEY INFORMATION


2ITEM 4.

INFORMATION ON THE COMPANY


23ITEM 4A.

UNRESOLVED STAFF COMMENTS


42ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS


42ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES


64ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY
    TRANSACTIONS


74ITEM 8.

FINANCIAL INFORMATION


74ITEM 9.

THE OFFER AND LISTING


75ITEM 10.

ADDITIONAL INFORMATION


76ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


84ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY
    SECURITIES


85PART II


86ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND
    DELINQUENCIES


86ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
    HOLDERS AND USE OF PROCEEDS


86ITEM 15.

CONTROLS AND PROCEDURES


86ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT


87ITEM 16B.

CODE OF ETHICS


87ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES


87ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
    COMMITTEES


88ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
    AFFILIATED PURCHASERS


88ITEM 16F.

CHANGE IN REGISTRANTS CERTIFYING
    ACCOUNTANT


88ITEM 16G.

CORPORATE GOVERNANCE


88ITEM 17.

FINANCIAL STATEMENTS


88ITEM 18.

FINANCIAL STATEMENTS


88ITEM 19.

EXHIBITS


89EX-8.1EX-12.1EX-12.2EX-12.3EX-13.1EX-23.1   i




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INTRODUCTION    
    we, us, our company,
    our, Mindray International and
    Mindray refer to Mindray Medical International
    Limited, and its consolidated subsidiaries, including, among
    others, Shenzhen Mindray Bio-Medical Electronics Co., Ltd., or
    Shenzhen Mindray, and Shenzhen Mindrays predecessor
    entities;
    China or PRC refers to the Peoples
    Republic of China, excluding, for purposes of this annual report
    only, Taiwan and the Special Administrative Regions of Hong Kong
    and Macau;
    All references to Renminbi or RMB are to
    the legal currency of China, all references to
    U.S. dollars, dollars, or
    $ are to the legal currency of the United States,
    and all references to HK$ are to the legal currency
    of the Hong Kong Special Administrative Region of China;
    ordinary shares refers to our Class A and
    Class B ordinary shares, par value HK$0.001 per share;
    ADSs refers to our American depositary shares, each
    of which represents one Class A ordinary share;
    ADRs refers to American depositary receipts, which,
    if issued, evidence our ADSs;
    U.S. GAAP refers to generally accepted
    accounting principles in the United States.  Form 20-F
    FORWARD-LOOKING
    STATEMENTS
    
    our goals and strategies;
    our plan to launch new products in the future;
    market acceptance of our products;
    our ability to expand our production, our sales and distribution
    network and other aspects of our operations, including our sales
    and service offices, our manufacturing facilities in Shenzhen,
    and our research and development and manufacturing facilities in
    Shenzhen, Nanjing, Xian, Shanghai and Chengdu;
    the effects and integration of our former, current and future
    acquisitions;
    relevant government policies, healthcare reform and regulations
    relating to the medical device industry;
    competition in the medical device industry in China and
    internationally;
    our expectations regarding demand for our products;
    the projected growth of the medical device industry in China and
    internationally;
    our future business development, financial condition and results
    of operations;
    our ability to stay abreast of market trends and technological
    advances;




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
    our ability to effectively protect our intellectual property
    rights and not infringe on the intellectual property rights of
    others;
    the effects global macroeconomic conditions on our business;
    our intention to pay annual cash dividends to our
    shareholders; and
    general economic and business conditions in the countries where
    our products are sold.     PART I.  ITEM 1.
    IDENTITY
    OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS    ITEM 2.
    OFFER
    STATISTICS AND EXPECTED TIMETABLE    ITEM 3.
    KEY
    INFORMATION  A.
    Selected
    Financial Data.  page F-1.
   2




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For the Year Ended December 312006


2007


2008


2009


2010(In thousands, except share and per share data)Statement of Operations Data:Net revenues

$
190,374


$
294,296


$
547,527


$
634,183


$
704,309Cost of revenues(1)


(86,390
)


(132,768
)


(250,573
)


(280,319
)


(303,334
)Gross profit


103,984



161,528



296,954



353,864



400,975Operating expenses:Selling expenses(1)


(26,622
)


(41,083
)


(80,088
)


(106,142
)


(122,960
)General and administrative expenses(1)


(9,527
)


(12,042
)


(39,903
)


(47,512
)


(61,193
)Research and development expenses(1)


(18,741
)


(28,389
)


(51,945
)


(58,383
)


(60,316
)Realignment costs  post acquisition










(899
)


(1,215
)


(919
)Expense of in-progress research and development


(4,000
)






(6,600
)






Operating income


45,094



80,014



117,519



140,612



155,587Other income, net


756



2,357



4,918



25,525



8,835Interest income


3,505



9,726



8,361



6,574



11,575Interest expense


(58
)


(11
)


(5,163
)


(4,759
)


(2,900
)Income before income taxes and non-controlling interests


49,297



92,086



125,635



167,952



173,097Provision for income taxes


(3,023
)


(14,043
)


(16,948
)


(28,764
)


(17,631
)Net income

$
46,274


$
78,043


$
108,687


$
139,188


$
155,466Less: Net income attributable to noncontrolling interest


(811
)














Net income attributable to the Company

$
45,463


$
78,043


$
108,687


$
139,188


$
155,466Deemed dividend on issuance of convertible redeemable preferred
    shares at a discount


















Income attributable to ordinary shareholders(2)

$
45,463


$
78,043


$
108,687


$
139,188


$
155,466Basic earnings per share


0.52



0.73



1.01



1.28



1.37Diluted earnings per share


0.47



0.69



0.96



1.23



1.32Dividends declared per share


0.15



0.18



0.20



0.20



0.30Shares used in computation of:Basic earnings per share


87,066,163



106,328,347



107,366,250



108,567,305



113,638,024Diluted earnings per share


96,370,084



112,678,984



113,364,756



113,025,775



117,581,196   3




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As of December 31,2006


2007


2008


2009


2010(In thousands)Balance Sheet Data:Cash and cash equivalents

$
219,064


$
189,045


$
96,370


$
204,228


$
137,502Working capital(3)


209,001



237,191



147,593



257,027



520,043Total current assets


254,154



306,495



427,414



511,665



694,600Total assets


327,664



446,714



785,771



966,265



1,150,561Total current liabilities


45,153



69,304



279,821



254,638



174,557Noncontrolling interest


1



2



2



2



2Net assets


279,713



374,022



498,092



640,549



966,601Capital stock


13



13



14



14



15     (1)
    
    Share-based compensation charges incurred during the years
    related to:  For the Year Ended December 31,2006

2007

2008

2009

2010(In thousands)Cost of revenues

$
77


$
267


$
423


$
467


$
320Selling expenses


801



2,781



2,870



3,406



2,569General and administrative expenses


1,532



2,232



2,697



3,318



1,591Research and development expenses


864



2,430



2,731



3,047



2,800   (2)
    
    Income attributable to ordinary shareholders includes income
    attributable to both Class A ordinary share shareholders
    and Class B ordinary share shareholders on a pro-rata basis.(3)
    
    Working capital is equal to current assets less current
    liabilities.  B.
    Capitalization
    and Indebtedness.    C.
    Reasons
    for the Offer and Use of Proceeds.    D.
    Risk
    Factors.  RISKS
    RELATING TO OUR BUSINESS AND INDUSTRY
  We may
    fail to effectively develop and commercialize new products,
    which would materially and adversely affect our business,
    financial condition, results of operations and
    prospects.
   4




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
    accurately assess technology trends and customer needs and meet
    market demands;
    optimize our manufacturing and procurement processes to predict
    and control costs;
    manufacture and deliver products in a timely manner;
    increase customer awareness and acceptance of our products;
    effectively manage our brands;
    minimize the time and costs required to obtain required
    regulatory clearances or approvals;
    anticipate and compete effectively with other medical device
    developers, manufacturers and marketers;
    price our products competitively, including providing financing
    to our customers; and
    effectively integrate customer feedback into our research and
    development planning.  We
    maintain direct operations in the United States and Europe that
    are costly and the ongoing maintenance costs could have a
    material adverse effect on our business.
    We
    depend on distributors for a substantial portion of our
    revenues. Failure to maintain relationships with our
    distributors would materially and adversely affect our business,
    financial condition, results of operations.
  3-year
  We may
    be unable to effectively structure and manage our distribution
    network, and our business, prospects and brand may be materially
    and adversely affected by actions taken by our
    distributors.
    
    sell products that compete with our products that they have
    contracted to sell for us;
    sell our products outside their designated territory, possibly
    in violation of the exclusive distribution rights of other
    distributors; 5




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
    fail to adequately predict and maintain appropriate levels of
    distributor inventory reserve, which could cause an uneven and
    unpredictable sales flow;
    fail to adequately promote our products; or
    fail to provide proper training, repair and service to our
    end-users.    non-U.S. companies
  Maintaining
    a direct sales force and independent distribution network in the
    United States and Europe could result in potential sales
    conflicts that would negatively impact our revenue and results
    of operations.
    We may
    undertake acquisitions, which may have a material adverse effect
    on our ability to manage our business, and may end up being
    unsuccessful.
       6




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International
    operations may be costly, time-consuming and difficult. If we do
    not successfully operate internationally, our profitability and
    prospects would be materially and adversely
    affected.
      
    political instability;
    economic instability and recessions;
    changes in tariffs;
    difficulties of administering foreign operations generally;
    limited protection for intellectual property rights;
    obligations to comply with a wide variety of foreign laws and
    other regulatory requirements;
    healthcare reforms;
    increased risk of exposure to terrorist activities;
    difficulties obtaining raw materials or product supplies or
    other logistical issues due to natural disasters;
    financial condition, expertise and performance of our
    international distributors;
    export license requirements;
    unauthorized re-export of our products;
    potentially adverse tax consequences; and
    inability to effectively enforce contractual or legal rights.  Our
    business may be affected by recent healthcare
    reforms.
    
    Reduced demand for our products.  Healthcare
    reforms may provide funding and incentives for specific products
    we do not provide or target customers such as larger hospitals
    that currently account for a smaller portion of our customer
    base. Additionally, uncertainty surrounding the implementation
    of recent healthcare reform may curtail spending in the near
    term. For example, challenges to the constitutionality of
    healthcare 7




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reform acts in the United States may have caused uncertainty in
    hospital spending, contributing to modest hospital spending in
    2010. We anticipate this will continue to be the case in 2011.  
    Pricing pressures.  Our existing customers may
    be incentivized by healthcare reform subsidies or tax incentives
    to defer purchases of our products in favor of those which are
    subsidized or have beneficial tax implications.
    Changes in customer trends.  Healthcare reform
    may additionally be targeted at consumers rather than hospitals,
    which could affect the spending patterns of our customers in
    ways we may not be able to anticipate. For example, in 2010 the
    China healthcare reform initiative provided increased insurance
    coverage for PRC residents which resulted in increased patronage
    at larger sized hospitals rather than smaller local clinics. As
    a result, our sales to such local clinics decreased.    Consolidation
    of our customer base and the formation of group purchasing
    organizations could adversely affect our revenues.
      We
    depend on our key personnel, and our business and growth may be
    severely disrupted if we lose their services.
      Our
    business is subject to intense competition, which may reduce
    demand for our products and materially and adversely affect our
    business, financial condition, results of operations and
    prospects.
   8




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
    greater financial and other resources;
    larger variety of products;
    more products that have received regulatory approvals;
    greater pricing flexibility;
    availability of financing for our customers;
    more extensive research and development and technical
    capabilities;
    patent portfolios that may present an obstacle to our conduct of
    business;
    greater knowledge of local market conditions where we seek to
    increase our international sales;
    capability to offer vendor financing or leasing arrangements;
    more preferential treatment locally due to government policies;
    stronger brand recognition; and
    larger sales and distribution networks.       9




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If we
    fail to accurately project demand for our products, we may
    encounter problems of inadequate supply or oversupply,
    especially with respect to our international markets and
    government tender sales in China, which would materially and
    adversely affect our financial condition and results of
    operations, as well as damage our reputation and
    brand.
        We
    currently principally rely on four facilities for manufacturing,
    assembly and storage of our products and to conduct research and
    development activities. Any disruption to our current
    manufacturing facilities or in the development of any of these
    facilities could reduce or restrict our sales and harm our
    reputation and have a material adverse effect on our business,
    financial condition, results of operations and
    prospects.
  back-up
   10




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If we
    are unable to obtain adequate supplies of required materials and
    components that meet our production standards at acceptable
    costs or at all, our ability to accept and fulfill product
    orders with the required quality and at the required time could
    be restricted, which could materially and adversely affect our
    business, financial condition and results of
    operations.
    Pursuing
    our growth strategy will strain our management, operational and
    other resources, which could materially and adversely affect our
    business and prospects.
    
    enhancing our research and development capabilities;
    hiring and training new personnel;
    enhancing our information technology and client relationship
    management systems;
    stringent cost controls;
    sufficient liquidity;
    strengthening financial and management controls; and
    increasing marketing, sales and sales support activities.    We may
    need additional capital, and we may be unable to obtain such
    capital in a timely manner, on acceptable terms, or at
    all.
    
    our financial condition, results of operations and cash flows;
    general market conditions for capital raising activities by
    medical device and related companies; and
    economic, political and other conditions in China and
    internationally.   11




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We
    depend on information technology, or IT, to support our business
    operations, the failure of which would materially and adversely
    affect our business, results of operations and
    prospects.
    The
    lessors of some of our leased properties may have lacked
    authority to enter into the leases. If we are forced to vacate
    these premises, it could materially disrupt our
    operations.
    If we
    fail to protect our intellectual property rights, it could harm
    our business and competitive position.
          We may
    be exposed to intellectual property infringement and other
    claims by third parties which, if successful, could disrupt our
    business and have a material adverse effect on our financial
    condition and results of operations.
   12




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
    pay damage awards;
    seek licenses from third parties;
    pay ongoing royalties;
    redesign our products; or
    be restricted by injunctions,    Disputes
    over use of our brand names or the brand names we license, the
    expenses incurred in developing and preserving the value of our
    brand name, and any loss of rights to use our brand names or the
    brand names we license as a result of challenge, may adversely
    affect our business.
    We are
    subject to product liability exposure and have limited insurance
    coverage. Any product liability claims or regulatory actions
    could be costly and time-consuming to defend, damage our
    reputation and materially and adversely affect our business,
    financial condition and results of operations.
   13




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Government tender sales in China have and will continue to
    be a smaller portion of our revenues.
    If we
    fail to obtain or maintain applicable regulatory clearances or
    approvals for our products, or if such clearances or approvals
    are delayed, we will be unable to commercially distribute and
    market our products at all or in a timely manner, which could
    significantly disrupt our business and materially and adversely
    affect our sales and profitability.
    The
    global economic downturn adversely affected, and could continue
    adversely affecting, our business, financial condition and
    results of operations.
      
    Reduced demand for our products.  Customers may
    adopt a strategy of deferring purchases to upgrade existing
    equipment or deploy new equipment until later periods when
    visibility of their cash flows becomes more assured. In
    addition, customers who must finance their capital expenditures
    through various forms of debt may find financing unavailable to
    them. 14




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
    Increased pricing pressure and lower
    margins.  Our competitors include several global
    enterprises with relatively greater size in terms of revenues,
    working capital, financial resources and number of employees,
    and some of our end-users are healthcare service providers who
    are typically owned, controlled, or sponsored by governments.
    Competition for available sales may become more intense, which
    could require us to offer or accept pricing, payment, or local
    content terms which are less favorable to remain competitive. In
    some cases we might be unwilling or unable to compete for
    business where competitive pressures make a potential
    opportunity unprofitable to us.
    Greater difficulty in collecting accounts
    receivable.  Many of our end-users are either
    owned or controlled by governments; any changes in such
    governments policies concerning the authorization or
    funding of payments for capital expenditures could lengthen the
    cash collection cycle of our distributors, which may thereby
    cause our liquidity to deteriorate if our distributors are
    unable to pay us on time. Additionally, sales made to our
    distributors or other customers whose financial resources may be
    subject to rapid decline, has exposed and could continue to
    expose us to losing sales, delaying revenue recognition or
    accepting greater collection risks due to credit quality issues.
    Greater difficulty in obtaining supplies, components and
    related services.  Some suppliers or vendors could
    choose to provide supplies or services to us on more stringent
    payment terms than those currently in place, such as by
    requiring advance payment or payment upon delivery of such
    supplies or services. Additionally, some suppliers might
    experience a worsening financial condition causing them to
    either withdraw from the market or be unable to meet our
    expected timing for the receipt of goods ordered from them,
    either of which condition could adversely affect our ability to
    serve our customers and lengthen the cycle time for transforming
    customer orders into cash receipts. Additionally, if it is
    necessary to seek alternative sources of supply, the effects on
    our costs, cycle time for cash collections, and customer
    satisfaction with us are uncertain.
    Additional restructuring and impairment
    charges.  If we are unable to generate the level
    of revenues, profits, and cash flow contemplated by our business
    plan, management may be forced to take further action to focus
    our business activities and align our cost structure with
    anticipated revenues. These actions, if necessary could result
    in additional restructuring charges
    and/or asset
    impairment charges being recognized in 2011 and beyond.    Our
    quarterly revenues and operating results are difficult to
    predict and could fall below investor expectations, which could
    cause the market price of our ADSs to decline.
    
    global economic conditions;
    our ability to attract and retain distributors and key customers;
    changes in pricing policies by us or our competitors;
    fluctuations in PRC government spending on healthcare and
    stimulus programs;
    United States and PRC healthcare reform; 15




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
    variations in customer purchasing cycles;
    our sales and delivery cycle length;
    the timing and market acceptance of new product introductions by
    us or our competitors;
    our ability to expand into and further penetrate international
    markets;
    the timing of receipt of government incentives;
    inventory value readjustments due to yearend supplier pricing
    renegotiation;
    changes in the industry operating environment;
    changes in government policies or regulations, including new
    product approval procedures, or their enforcement; and
    availability of financing for healthcare facilities.    Fluctuations
    in exchange rates could result in foreign currency exchange
    losses.
    Warranty
    claims, could substantially increase our costs, and harm our
    reputation and brand, and materially affect our business,
    financial condition, results of operations and
    prospects.
  12-24 months.
 16




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Our
    principal shareholders substantially control our corporate
    actions. Our dual-class ordinary share structure with different
    voting rights could discourage others from pursuing any change
    of control transactions that our shareholders may view as
    beneficial.
      Anti-takeover
    provisions in our charter documents may discourage our
    acquisition by a third party, which could limit your opportunity
    to sell your shares, including Class A ordinary shares
    represented by our ADSs, at a premium.
        We may
    become a passive foreign investment company, or PFIC, which
    could result in adverse U.S. federal income tax consequences to
    U.S. holders.
   17




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We may
    be unable to ensure compliance with United States economic
    sanctions laws, especially when we sell our products to
    distributors over which we have limited control, which could
    have a material and adverse affect on our reputation and have a
    material and adverse affect on our business, financial
    condition, results of operations and prospects.
  non-U.S. distributors non-U.S. distributors
    We may
    be unable to maintain an effective system of internal control
    over financial reporting, and as a result we may be unable to
    accurately report our financial results or prevent
    fraud.
  Form 20-F.
   18




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RISKS
    RELATED TO DOING BUSINESS IN CHINA
  Changes
    in Chinas economic, political and social conditions could
    adversely affect our financial condition and results of
    operations.
    The
    PRC legal system embodies uncertainties that could limit the
    legal protections available to you and us.
    PRC
    regulations relating to offshore investment activities by PRC
    residents may increase the administrative burden we face and
    create regulatory uncertainties that could restrict our overseas
    and cross-border investment activity, and a failure by our
    shareholders who are PRC residents to make any required
    applications and filings pursuant to such regulations may
    prevent us from being able to distribute profits and could
    expose us and our PRC resident shareholders to liability under
    PRC law.
     19




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We
    rely in significant part on dividends and other distributions on
    equity paid by our operating subsidiary to fund cash and
    financing requirements, and limitations on the ability of our
    operating subsidiary to pay dividends to us could have a
    material adverse effect on our ability to conduct our
    business.
      Restrictions
    on currency exchange may limit our ability to utilize our
    working capital effectively.
    The
    discontinuation of any of the preferential tax treatments or the
    financial incentives currently available to us in the PRC could
    adversely affect our financial condition and results of
    operations.
   20




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We may
    be classified as a resident enterprise for PRC
    enterprise income tax purposes. This classification could result
    in unfavorable tax consequences to us and our non-PRC
    shareholders.
      We may
    be unable to enjoy the favorable 5% treaty-based rate of income
    tax withholding for any dividends our PRC subsidiaries pay to us
    through our Hong Kong holding companies.
    substance-over-form
 22




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ITEM 4.
    INFORMATION
    ON THE COMPANY  A.
    History
    and Development of the Company.      (86-755) 8188-8666. http://www.mindray.com.
  B.
    Business
    overview.  Overview
   23




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Products
       24




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##### Table of Contents



Business Segment

Products

DescriptionPatient Monitoring and Life support products

V21 patient monitoring system

Patient monitor series; an all new scalable platform that
    focuses on the clarity and continuity of data at a single point
    of careV12 patient monitoring system

Patient monitor series; an all new scalable platform that
    focuses on the clarity and continuity of data at a single point
    of careHyLED 9 series surgical light

New generation of LED surgical lightHyBase 1000 surgical bed

Surgical bedHyPort Series ceiling pendant system

Surgical suite equipment to be used along with our surgical
    light, surgical bed, patient monitors and anesthesia machinesMedical Imaging Systems

DC-T6/N6

An advanced color ultrasound systemM7

An advanced hand carried color ultrasound systemMagSense 360 magnetic resonance imaging

The companys first magnetic resonance imaging systemIn-Vitro Diagnostic Products

BS-800

Higher speed fully-automated biochemistry analyzeBC-3600

Improved 3-part hematology analyzer     Patient
    Monitoring and Life Support Products
  Patient monitoring devices.
  Life support products.
   25




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##### Table of Contents



In-vitro
    Diagnostic Products
    Hematology analyzers.
  Biochemistry analyzers.
      Medical
    Imaging Systems
        Distribution,
    Direct Sales
  China
   26




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International
        Marketing
  on-site
  Customers
   27




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Our distributors.
  Hospital and government agency customers.
    Customer
    Support and Service
  China
    
    End-User Support and Service.  In 2010, we
    conducted more than 185 training sessions in hospitals
    throughout China and almost 590 training sessions at our main
    facility in Shenzhen and our offices in China. We also maintain
    a customer service center in Shenzhen for channeling customer
    needs for preliminary technical support and repair for products
    sold. For support issues that require a site visit or for
    maintenance and repair requests, we maintain maintenance and
    repair personnel as well as supplies of parts and components at
    our China offices. We believe our domestic support and service
    capabilities give us a significant advantage over our
    competitors, as they enable us to respond timely to requests for
    support, maintenance, and repair, which in turn creates and
    reinforces positive impressions of our brand.
    Distributor Support and Service.  In addition
    to ensuring that our brand is associated with high quality
    products and responsive service, our customer support and
    service employees work with our distributors in a wide range of
    areas to help them become more effective. In particular, we can
    assist our distributors in establishing a series of best
    practices in their approach to sales and marketing management,
    helping them identify market opportunities, and providing
    feedback on their sales performance and customer relations.    International
     28




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##### Table of Contents



Manufacturing
    and Assembly
        
    Increase use of common resources within and across
    products.  By identifying resources that can be
    commonly applied within and across products, we are able to
    purchase raw materials and components in greater quantities,
    which often results in reduced material and component costs. As
    we improve existing products and develop new products, we look
    to carry over common resources. The cost of the new or improved
    product can be reduced as a result of the lower costs already in
    place from volume purchases. As more products utilize common
    resources, the resulting increased purchases of common resources
    further reduce costs, with benefits across a range of products.
    Increase use of in-house manufactured
    facilities.  To better optimize the benefit of our
    use of common resources across business segments and increasing
    sales levels, we produce the majority of the components that go
    into our products.
    Increase use of common manufacturing and assembly practices
    within and across business segments. We continually seek to
    identify common manufacturing and assembly practices both within
    and across business segments. By identifying common
    manufacturing and assembly practices for new products, we seek
    to reduce capital outlays for new manufacturing equipment. This
    also allows us to spread our manufacturing team across fewer
    manufacturing and assembly stations, creating a streamlined
    manufacturing and assembly workflow. We believe this increases
    employee efficiency, with employees required to learn to
    manufacture or assemble fewer components, and reduces our
    training costs.       29




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Intellectual
    Property
             30




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Competition
          Patient Monitoring and Life support
    products.
  In-Vitro Diagnostic Products.
  Medical Imaging Systems.
     31




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Seasonality
    Insurance
      Facilities
    Legal
    Proceedings
    Regulation
   32




---



##### Table of Contents



China
  Classification
    of Medical Devices
          Medical
    Instrument Manufacturing License
      Medical
    Instrument Distribution License
   33




---



##### Table of Contents



Registration
    Requirement
      Regulation
    of Reagents
      Continuing
    SFDA Regulation
    
    SFDAs quality system regulations which require
    manufacturers to create, implement and follow certain design,
    testing, control, documentation and other quality assurance
    procedures;
    medical device reporting regulations, which require that
    manufacturers report to the SFDA certain types of adverse
    reaction and other events involving their products; and
    SFDAs general prohibition against promoting products for
    unapproved uses.      
    fines, injunctions and civil penalties; 34




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##### Table of Contents




    recall or seizure of our products; take over the illegal revenue;
    the imposition of operating restrictions, partial suspension or
    complete shutdown of production; or
    withdraw the Registration Certificate for Medical Device.  Radio
    Transmission Equipment Type Approval Certificate
    China
    Compulsory Certification Requirements
    United
    States
    FDA
    premarket clearance and approval requirements
    510(k)
    clearance pathway
    and/or
 35




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##### Table of Contents



Premarket
    approval pathway
      Continuing
    FDA regulation
    
    quality system regulation, or QSR, which requires manufacturers
    to follow design, testing, control, documentation and other
    quality assurance procedures during the manufacturing process,
    otherwise known as Good Manufacturing Practices, or GMPs;
    labeling regulations, which prohibit the promotion of products
    for unapproved or off-label uses and impose other
    restrictions on labeling; and
    medical device reporting regulations, which require that
    manufacturers report to the FDA if their device may have caused
    or contributed to a death or serious injury or malfunctioned in
    a way that would likely cause or contribute to a death or
    serious injury if it were to recur.    
    fines, injunctions, and civil penalties;
    recall or seizure of our products;
    operating restrictions, partial suspension or total shutdown of
    production;
    refusing our request for 510(k) clearance or premarket approval
    of new products;
    withdrawing 510(k) clearance or premarket approvals that are
    already granted; and
    criminal prosecution.  European
    Union
     36




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##### Table of Contents



Other
    National and Provincial Level Laws and Regulations in
    China
      Foreign
    Exchange Control and Administration
    
    The Foreign Currency Administration Rules (1996), as
    amended; and
    The Administration Rules of the Settlement, Sale and Payment of
    Foreign Exchange (1996), or the Administration Rules.        Regulation
    of Foreign Exchange in Certain Onshore and Offshore
    Transactions
   37




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##### Table of Contents




    prior to establishing or assuming control of an offshore company
    for the purpose of financing that offshore company with assets
    or equity interests in an onshore enterprise in the PRC, each
    PRC resident, whether a natural or legal person, must complete
    the overseas investment foreign exchange registration procedures
    with the relevant local SAFE branch;
    an amendment to the registration with the local SAFE branch is
    required to be filed by any PRC resident that directly or
    indirectly holds interests in that offshore company upon either
    (1) the injection of equity interests or assets of an
    onshore enterprise to the offshore company or (2) the
    completion of any overseas fund raising by such offshore
    company; and
    an amendment to the registration with the local SAFE branch is
    also required to be filed by such PRC resident when there is any
    material change in the capital of the offshore company and not
    related to inbound investment, such as (1) an increase or
    decrease in its capital, (2) a transfer or swap of shares,
    (3) a merger or divesture, (4) a long-term equity or
    debt investment or (5) the creation of any security
    interests over the relevant assets located in China.        Dividend
    Distributions
   38




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C.
    Organizational
    Structure.       39




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40




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##### Table of Contents



D.
    Property,
    Plant and Equipment.  Hi-tech
          General CharacterNo.

Location

and Use of Property1

High-Tech Park of NanShan District, Shenzhen, China

Owned, approximately 98,000 square meters, used as a
    research and development center and operational headquarters2

(XiLi) Shenzhen, China

Leased, approximately 20,700 square meters, used for
    manufacturing, assembly, testing and research and development3

(BaiWang) Shenzhen, China

Leased, approximately 87,500 square meters; used for
    manufacturing, assembly, testing and research and development4

(GuangMing) Shenzhen, China

Leased, approximately 5,200 square meters, to be used for
    manufacturing, assembly, testing and research and development5

(GuangMing) Shenzhen, China

Owned, approximately 104,350 square meters, to be developed
    to substitute the current manufacturing, assembly, test and
    research development facility6

HaiDian District, Beijing, China

Owned, approximately 2,200 square meters, used as research
    and development center 41




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General CharacterNo.

Location

and Use of Property7

ChaoYang District, Beijing, China

Owned, 1,970 square meters, used as a sales, marketing and
    administrative office8

(ZhongGuanCun) Beijing, China

Owned, approximately 48,187 square meters, to be developed
    as research and development center9

Nanjing, China

Leased, 4,700 square meters used for manufacturing,
    research and development, sales and other daily operations10

Nanjing, China

Owned, approximately 207,675 square meters to be developed
    for manufacturing, research and development, sales and other
    daily operations11

Xian, China

Leased, approximately 1,300 square meters to be used as
    research and development center12

Xian, China

Owned, approximately 1,100 square meters used as a sales,
    marketing and administrative office13

Shanghai, China

Leased, approximately 1,500 square meters to be used as
    research and development center14

Chengdu, China

Leased, approximately 1,400 square meters to be used as
    research and development center15

Chengdu, China

Owned, approximately 900 square meters to be used as
    research and development center16

Sundbyberg, Stockholm, Sweden

Leased, 865 square meters, used for research and
    development, sales and other daily operations17

Mahwah, New Jersey

Owned, 12,000 square meters, used as a Patient Monitoring
    and Technology Services headquarters and the manufacturing,
    research and development and warehousing of patient monitoring
    devices18

Hoevelaken, Netherlands

Owned, 12,700 square feet, used for office and warehousing19

Seattle, Washington

Leased, used for research and development, sales support and
    other daily operations     ITEM 4A.
    UNRESOLVED
    STAFF COMMENTS    ITEM 5.
    OPERATING
    AND FINANCIAL REVIEW AND PROSPECTS   42




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A.
    Operating
    Results.  Overview
              Pricing
   43




---



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Revenues
           44




---



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Patient Monitoring and Life Support
    Products.
  In-Vitro Diagnostic Products.
  Medical Imaging Systems.
  Others.
      
    global economic conditions;
    new and potentially increased competition;
    the level of acceptance of our products among hospitals and
    other healthcare facilities;
    our ability to attract and retain distributors, key customers
    and our direct sales force;
    new product introductions by us and our competitors;
    pricing pressures and our ability to price our products at
    levels that provide favorable margins;
    government tender sales in China;
    exchange rate fluctuations;
    our ability to expand into and further penetrate international
    markets;
    the availability of credit and financing for our customers;
    sales seasonality; 45




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
    key governments and major group purchasing organizations tender
    criteria changes, policy changes, review process changes, and
    execution timing changes;
    government tax policy changes;
    healthcare-related policies and healthcare reform that could
    lead to curtailed capital investments, or changes in healthcare
    insurance policies, particularly in China and the United
    States; and
    regulatory actions, such as those approving or denying products
    or product lines.    Cost
    of Revenues
      Enhanced products.
  New product types and lines. start-up
    
    leveraging our understanding of component performance by
    identifying more suitable and cost-effective components;
    standardizing components across product models and product lines;
    seeking to use adaptable and cost-effective software instead of
    hardware where possible;
    actively managing our supply chain; and
    use of in-house and external suppliers to achieve a competitive
    cost structure while maintaining the same quality standards for
    our products.    
    leveraging our research and development capacities to improve
    manufacturing efficiencies and product design, thereby reducing
    production costs; 46




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##### Table of Contents




    as appropriate, vertically integrating our manufacturing
    operations and realigning manufacturing facilities, allowing us
    to increasingly produce product components in-house;
    strategically moving to China certain component and raw material
    production and product assembly for our U.S. and Sweden
    operations;
    generating economies of scale through increased purchase volumes
    and using more common resources across product lines; and
    realigning our employees to leverage their core competencies and
    to reduce redundancies.  year-over-year
  Gross
    Profit and Gross Margin
      Operating
    Expenses
    Selling
    Expenses
       47




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##### Table of Contents



General
    and Administrative Expenses
    Research
    and Development Expenses
    Realignment
    Costs-Post Acquisition
    Employee
    Share-Based Compensation Expenses
        For the Year Ended December 31,2008


2009


2010(In thousands)Cost of revenues

$
423


$
467


$
320Selling expenses


2,870



3,406



2,569General and administrative expenses


2,697



3,318



1,591Research and development expenses


2,731



3,047



2,800  48




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Other
    Income (Expense)
    Taxes
    and Incentives
             49




---



##### Table of Contents



Results
    of Operations
    Years Ended December 31,2008


2009


2010(In thousands, except for share and per share data)Net revenues

$
547,527


$
634,183


$
704,309Cost of revenues(a)


(250,573
)


(280,319
)


(303,334
)Gross profit


296,954



353,864



(400,975
)Operating expenses:Selling expenses(a)


(80,088
)


(106,142
)


(122,960
)General and administrative expenses(a)


(39,903
)


(47,512
)


(61,193
)Research and development expenses(a)


(51,945
)


(58,383
)


(60,316
)Realignment costs  post acquisition


(899
)


(1,215
)


(919
)Expense of in-progress research and development


(6,600
)






Operating income


117,519



140,612



155,587Other income, net


4,918



25,525



8,835Interest income


8,361



6,574



11,575Interest expense


(5,163
)


(4,759
)


(2,900
)Income before income taxes and noncontrolling interest


125,635



167,952



173,097Provision for income taxes


(16,948
)


(28,764
)


(17,631
)Net income

$
108,687


$
139,188


$
155,466Less: Net income attributable to noncontrolling interest










Net income attributable to the Company

$
108,687


$
139,188


$
155,466Basic earnings per share

$
1.01


$
1.28


$
1.37Diluted earnings per share

$
0.96


$
1.23


$
1.32Shares used in computation of:Basic earnings per share


107,366,250



108,567,305



113,638,024Diluted earnings per share


113,364,756



113,025,775



117,581,196  50




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Years Ended December 31,2008


2009


2010(In thousands)Share-based compensation charges incurred during the years
    related to:Cost of revenues

$
423


$
467


$
320Selling expenses


2,870



3,406



2,569General and administrative expenses


2,697



3,318



1,591Research and development expenses


2,731



3,047



2,800   Comparison
    of Years Ended December 31, 2009 and December 31,
    2010
  Net
    Revenues
    2009


2010Net





NetNet


Revenues


Net


RevenuesRevenues


% of Total


Revenues


% of Total(Dollars in thousand, unless otherwise stated)Geographic Data:China

$
292,607



46.1
%

$
293,435



41.7
%Other Asia


41,998



6.6



45,349



6.4Europe


75,574



11.9



87,720



12.5North America(1)


107,455



16.9



116,826



16.6Latin America


56,561



8.9



78,719



11.2Others


59,988



9.6



82,260



11.6Total net revenues

$
634,183



100.0
%

$
704,309



100.0
%Segment Data:Patient monitoring and life support products

$
278,082



43.9
%

$
316,223



44.9
%In-vitro diagnostic products


155,406



24.5



175,245



24.9Medical imaging systems


162,470



25.6



173,170



24.6Others(1)


38,225



6.0



39,670



5.6Total net segment revenues

$
634,183



100.0
%

$
704,309



100.0
%     (1)
    
    Includes R&D income of $1,747 and $0 for year 2009 and
    2010, respectively.       51




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Cost of
    Revenues
    Patient
    monitoring and life support devices
    In-vitro
    diagnostic products
    Medical
    imaging systems
    Gross
    Profit and Gross Margin
    Operating
    Expenses
   52




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Selling
    Expenses
    
    increases in salaries and bonus payments resulting primarily
    from a growing sales headcount in our China and international
    sales teams;
    increase in travel, marketing and training expenses,
    particularly in China;
    building our direct sales force infrastructure and localizing
    our indirect sales management;
    international expansion in developed and developing countries,
    which tends to be more expensive; and
    investment in developing a customer relationship management
    platform to facilitate sales channel management.  General
    and Administrative Expenses
      Research
    and Development Expenses
    Other
    Income (Expense)
      Provision
    for Income Taxes
   53




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##### Table of Contents



Net
    Income
    Comparison
    of Years Ended December 31, 2008 and December 31,
    2009
  Net
    Revenues
    2008


2009Net





NetNet


Revenues


Net


RevenuesRevenues


% of Total


Revenues


% of Total(Dollars in thousand, unless otherwise stated)Geographic Data:China

$
234,454



42.8
%

$
292,607



46.1
%Other Asia(1)


56,245



10.3



41,998



6.6Europe


95,023



17.4



75,574



11.9North America


94,600



17.3



107,455



16.9Latin America


46,559



8.5



56,561



8.9Others(1)


20,646



3.7



59,988



9.6Total net revenues

$
547,527



100.0
%

$
634,183



100.0
%Segment Data:Patient monitoring and life support products

$
243,890



44.5
%

$
278,082



43.9
%In-vitro diagnostic products


137,270



25.1



155,406



24.5Medical imaging systems


138,973



25.4



162,470



25.6Others


27,394



5.0



38,225



6.0Total net segment revenues

$
547,527



100.0
%

$
634,183



100.0
%     (1)
    
    In 2008, net revenue derived from Middle East region was
    included in Other Asia. In 2009, net revenue derived
    from Middle East region was reclassified in Others.         54




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Cost of
    Revenues
    Patient
    monitoring and life support devices
    In-vitro
    diagnostic products
    Medical
    imaging systems
    Gross
    Profit and Gross Margin
    Operating
    Expenses
   55




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##### Table of Contents



Selling
    Expenses
    
    a full-year effect from the Datascope acquisition, compared to
    eight months in 2008;
    building our direct sales force infrastructure and localizing
    our indirect sales management;
    international expansion in developed and developing countries,
    which tends to be more expensive;
    increases in salaries and bonus payments resulting primarily
    from a growing sales headcount, particularly on our
    international sales team;
    increase in travel, marketing and training expenses; and
    an increase in share-based compensation expense.  General
    and Administrative Expenses
      Research
    and Development Expenses
    Expense
    of In-Progress Research and Development
    Other
    Income (Expense)
   56




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Provision
    for Income Taxes
    Net
    Income
    Critical
    Accounting Policies
    Allowance
    for Doubtful Accounts
    Write
    Down of Inventories
   57




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##### Table of Contents



Warranty
    Provision
    Impairment
    of goodwill and indefinite-lived intangible assets
    Impairment
    of long-lived assets
    Provisions
    for Income Taxes
    Revenue
    Recognition
    
    there is persuasive evidence of an arrangement;
    delivery has occurred (e.g., an exchange has taken place);
    the sales price is fixed or determinable; and
    collectability is reasonably assured.  free-on-board
 58




---



##### Table of Contents



Valuation
    of Share-Based Compensation
    Impact
    Upon Adoption of New Accounting Standards
  2010-09 2010-09 2010-09
       59




---



##### Table of Contents



Recent
    Accounting Pronouncements
         60




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##### Table of Contents



B.
    Liquidity
    and Capital Resources.  Overview
    Year Ended December 31,2008

2009

2010(In thousands)Cash and cash equivalents

$
96,370


$
204,228


$
137,502Net cash generated from operating activities


92,916



172,250



147,696Net cash used in investing activities


(335,020
)


(68,136
)


(187,372
)Net cash generated from/(used in) financing activities


142,203



3,651



(31,044
)   Operating
    Activities
    
    one-time settlement in relation to termination of the joint
    development contract with Beckman Coulter of $14.0 million
    received in 2009;
    extended period in receiving regular software VAT refund from
    the government authority; and
    increase in working capital as a result of the business
    expansion.          Investing
    Activities
   61




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Financing
    Activities
    
    Proceeds of $149.7 million received from issuance of
    4,000,000 ordinary shares of the Company;
    Repayment of total bank loans of $169.1 million;
    Payment of dividend; and
    Proceeds from option exercised.              Capital
    Expenditures
   62




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C.
    Research
    and Development.              D.
    Trend
    Information.   63




---



##### Table of Contents



E.
    Off-Balance
    Sheet Arrangements.    F.
    Tabular
    Disclosure of Contractual Obligations.    Contractual ObligationsLess than








More than1 Year


1-3 Years


3-5 Years


5 Years


Total(Dollars in thousands, unless otherwise stated)Capital commitments

$
15,183


$



$



$



$
15,183Operating leases(1)


9,269



13,009



8,777



6,090



37,145Notes payable


5,773















5,773Total

$
30,225


$
13,009


$
8,777


$
6,090


$
58,101     (1)
    
    Operating leases are for office premises and our assembly and
    manufacturing facility.  ITEM 6.
    DIRECTORS,
    SENIOR MANAGEMENT AND EMPLOYEES  A.
    Directors
    and Senior Management.    Name

Age

PositionXu Hang


48


Chairman and Co-Chief Executive OfficerLi Xiting


59


Director, President and Co-Chief Executive OfficerRonald Ede(1)


52


Director, Chief Financial OfficerCheng Minghe


49


Chief Strategic OfficerLiu Jie(2)


41


Chief Operating OfficerDavid Gibson


42


President of Mindray DS USA IncTim Fitzpatrick


44


General CounselJoyce I-Yin Hsu(4)(5)


36


DirectorChen Qingtai(3)


73


DirectorKern Lim(3)(4)(5)


41


DirectorPeter Wan(3)(4)(5)


58


DirectorWu Qiyao


74


Director     (1)
    
    Mr. Ronald Ede will resign as Chief Financial Officer with
    effect from April 30, 2011 and will remain on our board as
    director(2)
    
    In addition to continuing to serve as our Chief Operating
    Officer, Mr. Liu Jie will serve as our Chief Financial
    Officer with effect from May 1, 2011(3)
    
    Member, audit committee(4)
    
    Member, compensation committee(5)
    
    Member, corporate governance and nomination committee  Xu Hang
 64




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##### Table of Contents



Li Xiting
  Ronald Ede
  Cheng Minghe
  Liu Jie
  David Gibson
  Tim Fitzpatrick
  Joyce I-Yin Hsu
  Chen Qingtai
 65




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##### Table of Contents



Peter Wan and/or
  Kern Lim
  Wu Qiyao
  Hi-tech
  Rule 10b5-1 Rule 10b5-1
  B.
    Compensation.  Remuneration
    and Borrowing
   66




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##### Table of Contents



Compensation
    of Directors and Executive Officers
      2006
    Employee Share Incentive Plan
        and/or
     67




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##### Table of Contents



Number of OrdinaryShares to be Issued

Exercise Price perUpon Exercise of

Ordinary Share

Date ofName

Options

(In $)

Grant

Date of ExpirationXu Hang


600,000



11.00


September 8, 2006

September 8, 2014Li Xiting


600,000



11.00


September 8, 2006

September 8, 2014Joyce I-Yin Hsu


*



5.00


February 22, 2006

February 22, 2014Cheng Minghe


150,000



5.00


February 22, 2006

February 22, 2014Liu Jie


*



5.00


February 22, 2006

February 22, 2014*



20.50


January 23, 2007

January 21, 2015*



20.50


October 12, 2007

October 12, 2015David Gibson


*



20.50


May 15, 2008

May 15, 2016Tim Fitzpatrick


*



13.50


September 25, 2006

September 25, 2014*



32.54


May 14, 2010

May 14, 2018Ronald Ede


*



11.00


September 8, 2006

September 8, 2014*



20.50


May 15, 2008

May 15, 2016Chen Qingtai


*



11.00


September 8, 2006

September 8, 2014Wu Qiyao


*



11.00


September 8, 2006

September 8, 2014     *
    
    Upon exercise of all options granted, would beneficially own
    less than 1% of our outstanding ordinary shares.
    
    Options reissued on March 16, 2009 in connection with our
    option exchange program. See note 15 to our consolidated
    financial statements included elsewhere in this annual report.  Employment
    Agreements
     68




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##### Table of Contents



C.
    Board
    Practices.  Duties
    of Directors
      
    convening shareholders annual general meetings and
    reporting its work to shareholders at such meetings;
    issuing authorized but unissued shares and redeem or purchase
    outstanding shares of our company;
    declaring dividends and distributions;
    appointing officers and determining the term of office and
    compensation of officers;
    exercising the borrowing powers of our company and mortgaging
    the property of our company; and
    approving the transfer of shares of our company, including the
    registering of such shares in our share register.  Terms
    of Directors and Executive Officers
      Qualification
    Board
    Committees
    Audit
    Committee
     69




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##### Table of Contents



Rule 10A-3
    
    recommending to our shareholders, if appropriate, the annual
    re-appointment of our independent auditors and pre-approving all
    auditing and non-auditing services permitted to be performed by
    the independent auditors;
    annually reviewing an independent auditors report
    describing the auditing firms internal quality control
    procedures, any material issues raised by the most recent
    internal quality control review, or peer review of the
    independent auditors and all relationships between the
    independent auditors and our company;
    setting clear hiring policies for employees or former employees
    of the independent auditors;
    reviewing with the independent auditors any audit problems or
    difficulties and managements response;
    reviewing and approving all proposed related-party transactions,
    as defined in Item 404 of
    Regulation S-K
    promulgated by the SEC;
    discussing the annual audited financial statements with
    management and the independent auditors;
    discussing with management and the independent auditors major
    issues regarding accounting principles and financial statement
    presentations;
    reviewing reports prepared by management or the independent
    auditors relating to significant financial reporting issues and
    judgments;
    reviewing with management and the independent auditors the
    effect of regulatory and accounting initiatives, as well as
    off-balance sheet structures on our financial statements;
    discussing policies with respect to risk assessment and risk
    management;
    reviewing major issues as to the adequacy of our internal
    controls and any special audit steps adopted in light of
    material control deficiencies;
    timely reviewing reports from the independent auditors regarding
    all critical accounting policies and practices to be used by our
    company, all alternative treatments of financial information
    within U.S. GAAP that have been discussed with management
    and all other material written communications between the
    independent auditors and management;
    establishing procedures for the receipt, retention and treatment
    of complaints received from our employees regarding accounting,
    internal accounting controls or auditing matters and the
    confidential anonymous submission by our employees of concerns
    regarding questionable accounting or auditing matters;
    annually reviewing and reassessing the adequacy of our audit
    committee charter;
    such other matters that are specifically delegated to our audit
    committee by our board of directors from time to time;
    meeting separately and periodically with management, the
    internal auditors and the independent auditors; and
    reporting regularly to the full board of directors.  Compensation
    Committee
   70




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##### Table of Contents




    reviewing and approving corporate goals and objectives relevant
    to the compensation of our co-chief executive officers,
    evaluating the performance of our co-chief executive officers in
    light of those goals and objectives, and setting the
    compensation level of our co-chief executive officers based on
    this evaluation;
    reviewing and making recommendations to our board of directors
    regarding our compensation policies and forms of compensation
    provided to our directors and officers;
    reviewing and making recommendations to our co-chief executive
    regarding the compensation level, share-based compensation and
    bonuses for our officers other than our co-chief executive
    officers;
    reviewing and determining cash and share-based compensation for
    our directors;
    administering our equity incentive plans in accordance with the
    terms thereof; and
    such other matters that are specifically delegated to the
    compensation committee by our board of directors from time to
    time.  Corporate
    Governance and Nominations Committee
      Corporate
    Governance
      Differences
    in Corporate Law
  http://www.mindray.com.
  Interested
    Transactions
   71




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##### Table of Contents



D.
    Employees.    As ofDecember 31,2010Manufacturing


2,006Research and development


1,584General and administration


485Marketing and sales (including customer support and service)


2,316Total


6,391         E.
    Share
    Ownership.  Rule 13d-3
  
    each of our directors and executive officers who beneficially
    own our ordinary shares; and
    each person known to us to own beneficially more than 5% of our
    ordinary shares. 72




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##### Table of Contents



Ordinary Shares

Percentage ofBeneficially Owned

Votes HeldName

Number

Percent

PercentDirectors and Executive OfficersXu Hang(1)**


14,031,497



12.0
%


28.4
%Li Xiting(2)**


14,873,472



12.7
%


30.2
%Cheng Minghe(3)**


2,459,938



2.1
%


5.0
%Joyce I-Yin Hsu


*



*



*David Gibson


*



*



*Tim Fitzpatrick


*



*



*Chen Qingtai


*



*



*Ronald Ede


*



*



*Wu Qiyao


*



*



*     *
    
    Upon exercise of all options currently exercisable or vesting
    within 60 days of the date of this annual report, would
    beneficially own less than 1% of our ordinary shares.**
    
    Mr. Xu Hang, Mr. Li Xiting, and Mr. Cheng Minghe
    hold all of our Class B ordinary shares.(1)
    
    Holdings include Class A ordinary shares, Class B
    ordinary shares and options to purchase Class A ordinary
    shares. Mr. Xu exercises investment and voting power over
    the shares held by both New Dragon (No. 12) Investments
    Limited and New Phoenix Limited. New Dragon and New Phoenix are
    both Cayman Islands companies each with an address of Ugland
    House, P.O. Box 309, George Town, Grand Cayman, Cayman
    Islands.(2)
    
    Holdings include Class A ordinary shares, Class B
    ordinary shares, ADSs, and options to purchase Class A
    ordinary shares. Mr. Li is the sole shareholder and
    exercises investment and voting power over the shares held by
    Quiet Well Limited. Quiet Well Limited is a BVI company and its
    address is Tropic Isle Building P.O. Box 438, Road
    Town, Tortola, BVI.(3)
    
    Holdings include Class B ordinary shares and options to
    purchase Class A ordinary shares, which are held by City
    Legend Limited, or City Legend. Mr. Cheng is the
    controlling shareholder and exercises investment and voting
    power over the shares held by City Legend. City Legend is a BVI
    company and its address is P.O. Box 3152, Road Town,
    Tortola, BVI.     73




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##### Table of Contents



ITEM 7.
    MAJOR
    SHAREHOLDERS AND RELATED PARTY TRANSACTIONS  A.
    Major
    Shareholders.    B.
    Related
    Party Transactions.    C.
    Interests
    of Experts and Counsel.    ITEM 8.
    FINANCIAL
    INFORMATION  A.
    Consolidated
    statements and other financial information.    Legal
    Proceedings
    Dividend
    Policy
     74




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##### Table of Contents



B.
    Significant
    Changes.    ITEM 9.
    THE
    OFFER AND LISTING.  A.
    Offering
    and listing details.  Price
    Range of Our ADSs
    Annual Highs and Lows

High

Low2006 (from September 29)

$
26.20


$
15.552007


44.26



22.582008


43.61



12.342009


34.80



17.152010


40.35



25.52Quarterly Highs and LowsFirst Quarter 2009


24.13



17.15Second Quarter 2009


29.23



19.73Third Quarter 2009


33.92



26.47Fourth Quarter 2009


34.80



28.89First Quarter 2010


40.35



34.01Second Quarter 2010


39.39



27.69Third Quarter 2010


32.50



25.52Fourth Quarter 2010


31.23



25.55First Quarter 2011


29.04



25.00Second Quarter 2011 (through April 7, 2011)


26.35



25.23Monthly Highs and LowsOctober 2010


31.23



28.40November 2010


30.93



26.23December 2010


27.08



25.55January 2011


29.04



25.52February 2011


29.00



25.72March 2011


28.88



25.00April 2011 (through April 7, 2011)


26.35



25.23  75




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##### Table of Contents



B.
    Plan of
    Distribution.    C.
    Markets.    D.
    Selling
    Shareholders.    E.
    Dilution.    F.
    Expenses
    of the Issue.    ITEM 10.
    ADDITIONAL
    INFORMATION.  A.
    Share
    capital.    B.
    Memorandum
    and Articles of Association.  Form 6-K No. 001-33036)
  C.
    Material
    Contracts.    3-month
     76




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##### Table of Contents



D.
    Exchange
    Controls.    
    The Foreign Currency Administration Rules (1996), as
    amended; and
    The Administration Rules of the Settlement, Sale and Payment of
    Foreign Exchange (1996), or the Administration Rules.        Regulation
    of Foreign Exchange in Certain Onshore and Offshore
    Transactions
    
    prior to establishing or assuming control of an offshore company
    for the purpose of financing that offshore company with assets
    or equity interests in an onshore enterprise in the PRC, each
    PRC resident, whether a natural or legal person, must complete
    the overseas investment foreign exchange registration procedures
    with the relevant local SAFE branch;
    an amendment to the registration with the local SAFE branch is
    required to be filed by any PRC resident that directly or
    indirectly holds interests in that offshore company upon either
    (1) the injection of equity interests or assets of an
    onshore enterprise to the offshore company or (2) the
    completion of any overseas fund raising by such offshore
    company; and
    an amendment to the registration with the local SAFE branch is
    also required to be filed by such PRC resident when there is any
    material change in the capital of the offshore company and not
    related to inbound investment, such as (1) an increase or
    decrease in its capital, (2) a transfer or swap of shares,
    (3) a merger or divesture, (4) a long-term equity or
    debt investment or (5) the creation of any security
    interests over the relevant assets located in China. 77




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##### Table of Contents



E.
    Taxation.    Cayman
    Islands Taxation
    Governor-in-Council
  
    no law which is enacted in the Cayman Islands imposing any tax
    to be levied on profits or income or gains or appreciation
    applies to us or our operations; and 78




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##### Table of Contents




    the aforesaid tax or any tax in the nature of estate duty or
    inheritance tax are not payable on our ordinary shares,
    debentures or other obligations.    U.S.
    Federal Income Taxation
    
    banks, insurance companies, and other financial institutions;
    dealers in securities or foreign currencies;
    regulated investment companies;
    traders in securities that mark to market;
    U.S. expatriates;
    non-U.S. persons
    and entities;
    tax-exempt entities;
    persons liable for alternative minimum tax;
    persons holding an ADS or ordinary share as part of a straddle,
    appreciated financial position, synthetic security, hedge,
    conversion transaction or other integrated investment;
    persons holding an ADS or ordinary share as a result of a
    constructive sale;
    persons holding an ADS or ordinary share whose functional
    currency is not the US dollar;
    U.S. persons who own or are deemed to own 10% or more of
    the total combined voting power of all classes of shares
    entitled to vote of Mindray or any of our
    non-U.S. subsidiaries; or
    entities that acquire an ADS or ordinary share that are treated
    as partnerships for U.S. federal income tax purposes and
    investors (i.e., partners) in such partnerships.  non-U.S. tax
  
    dealers in securities or currencies;
    traders in securities that elect to use a
    mark-to-market
    method of accounting for securities holdings;
    banks or other financial institutions;
    insurance companies;
    tax-exempt organizations;
    partnerships and other entities treated as partnerships or other
    pass through entities for U.S. federal income tax purposes
    or persons holding ADSs and ordinary shares through any such
    entities;
    regulated investments companies or real estate investment trusts; 79




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##### Table of Contents




    persons that hold ADSs and Shares as part of a hedge, straddle,
    constructive sale, conversion transaction or other integrated
    investment;
    persons whose functional currency for tax purposes is not the
    U.S. dollar;
    U.S. expatriates or persons treated as residents of more
    than one country;
    persons liable for alternative minimum tax; or
    persons who actually or constructively own 10% or more of the
    total combined voting power of all classes of our shares
    (including ADSs and ordinary shares) entitled to vote.          
    an individual who is a citizen or resident of the United States;
    a corporation (or other entity taxable as a corporation)
    organized under the laws of the United States, any State thereof
    or the District of Columbia;
    an estate whose income is subject to U.S. federal income
    taxation regardless of its source; or
    a trust that (1) is subject to the primary supervision of a
    court within the United States and the control of one or more
    U.S. persons for all substantial decisions or (2) has
    a valid election in effect under applicable U.S. Treasury
    regulations to be treated as a U.S. person.    Taxation
    of Dividends and Other Distributions on the ADSs or Ordinary
    Shares
     80




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##### Table of Contents



Taxation
    of a Disposition of ADSs or Ordinary Shares
    Passive
    Foreign Investment Company
    non-U.S. corporation
  
    at least 75% of its gross income is passive income (the
    Income Test), or
    at least 50% of the value of its assets (based on an average of
    the quarterly values of the assets during a taxable year) is
    attributable to assets that produce or are held for the
    production of passive income (the Asset Test).     81




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##### Table of Contents



mark-to-market
  
    the excess distribution or gain will be allocated ratably over
    your holding period for the ADSs or ordinary shares,
    the amount allocated to the current taxable year, and any
    taxable year prior to the first taxable year in which we were a
    PFIC, will be treated as ordinary income, and
    the amount allocated to each other year will be subject to the
    highest tax rate in effect for that year and the interest charge
    generally applicable to underpayments of tax will be imposed on
    the resulting tax attributable to each such year.    mark-to-market mark-to-market mark-to-market mark-to-market mark-to-market mark-to-market mark-to-market
  mark-to-market de minimis mark-to-market
  non-U.S. corporation
     82




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##### Table of Contents



Information
    Reporting and Backup Withholding
  Form W-9.
    Peoples
    Republic of China Taxation
      F.
    Dividends
    and Paying Agents.    G.
    Statement
    by Experts.    H.
    Documents
    on Display.  Form F-1
  Form 20-F
   83




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##### Table of Contents



Form 20-F,
  Form 20-F http://www.sec.gov. 1-800-SEC-0330.
  I.
    Subsidiaries
    Information    ITEM 11.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  Quantitative
    and Qualitative Disclosures about Market Risk
            Interest
    Rate Risk
   84




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##### Table of Contents



ITEM 12.
    DESCRIPTION
    OF SECURITIES OTHER THAN EQUITY SECURITIES.  D.
    American
    Depositary Shares.    and/or
  Fees and Expenses

Service $5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

   issuance of ADSs, including issuances
    resulting from a distribution of shares or rights or other
    property   cancellation of ADSs for the purpose of
    withdrawal, including if the deposit agreement terminates $0.02 (or less) per ADS

   any cash distributed to ADS holders   a fee equivalent to the fee that would
    be payable if securities distributed to you had been shares and
    the shares had been deposited for issuance of ADSs

   distribution of securities distributed
    to holders of deposited securities which are distributed by the
    depositary to ADS holders $0.02 (or less) per ADS per calendar year

   depositary services   registration or transfer fees

   transfer and registration of shares on
    our share register to or from the name of the depositary or its
    agent when ADS holders deposit or withdraw shares $0.02 (or less) per ADS per calendar year

   cable, telex and facsimile transmissions
    (when expressly provided in the deposit agreement)
       converting foreign currency to U.S.
    dollars   taxes and other governmental charges the
    depositary or the custodian have to pay on any ADS or share
    underlying an ADS, for example, stock transfer taxes, stamp duty
    or withholding taxes

   as necessary   any charges incurred by the depositary
    or its agents for servicing the deposited securities

   as necessary    85




---



##### Table of Contents



Amount Waived or Paid

Category of Expenses$1,945,000

Current Auditor$135,072

Investor Relations$51,758

Market Data Consultant$58,379

Printing and Publishing Agent$94,434

NYSE$2,284,643

Total  PART II.  ITEM 13.
    DEFAULTS,
    DIVIDEND ARREARAGES AND DELINQUENCIES.    ITEM 14.
    MATERIAL
    MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
    PROCEEDS.    ITEM 15.
    CONTROLS
    AND PROCEDURES.  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e))
  Managements
    Annual Report on Internal Control Over Financial
    Reporting.
  Rule 13a-15(f)
   86




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##### Table of Contents



Report of
    the Registered Public Accounting Firm
  page F-1
  Changes
    in Internal Control over Financial Reporting
    ITEM 16A.
    AUDIT
    COMMITTEE FINANCIAL EXPERT.    Rule 10A-3
  ITEM 16B.
    CODE
    OF ETHICS.    ITEM 16C.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.    2008


2009


2010Audit fees(1)

$
1,940,000


$
1,965,000


$
2,060,000Audit-related fees(2)

$
515,000


$
210,000


$
1,110,000All Other fees(3)

$
172,333


$
218,000


$
60,500     (1)
    
    Audit fees means the aggregate fees billed in each
    of the fiscal years listed for professional services rendered by
    our principal auditor for the audit of our annual financial
    statements and the Sarbanes-Oxley Act.(2)
    
    Audit-related fees means the aggregate fees billed
    in each of the fiscal years listed for assurance and related
    services by our principal auditor that are reasonably related to
    the performance of the audit or review of our financial
    statements and are not reported under Audit fees.
    Services comprising the fees disclosed under the category of
    Audit-related fees in 2010 involve the review of our
    quarterly consolidated financial information 87




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##### Table of Contents



and the professional services in connection with our public
    offering in March 2010. Audit-related fees in 2009
    involve principally the review of our quarterly consolidated
    financial information.(3)
    
    All Other fees means the aggregate fees billed in
    each of the fiscal years listed for services provided by our
    principal auditor, other than services reported under
    Audit fees and Audit-related fees.
    All Other fees in 2008 involve principally the
    consultation fee billed by PricewaterhouseCoopers before they
    were engaged to be our principal external auditor in July 2008.
    The fees for 2009 represent mainly review of certain internal
    control functions and provision of technical training. The fees
    for 2010 represent mainly a review performed on a potential
    investment target.    ITEM 16D.
    EXEMPTIONS
    FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.    ITEM 16E.
    PURCHASES
    OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
    PURCHASERS.    ITEM 16F.
    CHANGE
    IN REGISTRANTS CERTIFYING ACCOUNTANT.    ITEM 16G.
    CORPORATE
    GOVERNANCE.  Differences
    between Cayman Islands and NYSE Corporate Governance
    Practices
    
    The majority of our board of directors is not comprised of
    independent directors.
    Our corporate governance and nominations committee of our board
    of directors is not comprised entirely of independent directors.
    Our compensation committee of our board of directors is not
    comprised entirely of independent directors.    ITEM 17.
    FINANCIAL
    STATEMENTS.    ITEM 18.
    FINANCIAL
    STATEMENTS.   88




---



##### Table of Contents



ITEM 19.
    EXHIBITS.  Index to
    Exhibits
  ExhibitNumber

Description1
.1*

Amended and Restated Memorandum and Articles of Association of
    Mindray Medical International Limited.2
.1*

Form of American Depositary Receipt.2
.2*

Specimen Certificate for Class A Ordinary Shares.2
.3*

Form of Deposit Agreement among Mindray Medical International
    Limited, The Bank of New York and owners and holders of the
    American Depositary Shares.2
.4#

Form of Indenture4
.1*

Shareholders Agreement between Mindray International
    Holdings Ltd., Shenzhen Mindray Bio-Medical Electronics Co.,
    Ltd., the several shareholders named therein, and the several
    investors named therein, dated September 26, 2005.4
.2*

Registration Rights Agreement between Mindray Medical
    International Limited and the several investors named therein,
    dated September 5, 2006.4
.3*

Amended and Restated Employee Share Incentive Plan and form of
    Option Agreement.4
.2*

Amended and Restated Employee Share Incentive Plan and form of
    Option Agreement.4
.4*

Form of Employment Agreement of Mindray Medical International
    Limited.4
.5*

Grant Contract of Use Right of State-owned Land of Mindray
    headquarters building between Shenzhen Mindray Bio-Medical
    Electronics Co., Ltd. and Shenzhen Planning and State-owned Land
    Bureau, dated July 18, 2001.4
.6*

Agreement for Assignment of Trademark between Chang Run Da
    Electronic (Shenzhen) Co., Ltd. and Shenzhen Mindray Bio-Medical
    Electronics Co., Ltd., dated November 20, 2002.4
.7*

Purchase Agreement of New Energy Building between Shenzhen
    Mindray Bio-Medical Electronics Co., Ltd. and Shenzhen Mindray
    Electronic Co., Ltd., dated April 9, 2002.4
.8*

Lease Agreement of Reagent and Manufacturing building between
    Shenzhen Mindray Bio-Medical Electronics Co., Ltd. and Shenzhen
    Zhongguan Company Limited, dated June 28, 2004.4
.9*

Lease Agreement of Manufacturing Building between Shenzhen
    Mindray Bio-Medical Electronics Co., Ltd. and Shenzhen Zhongguan
    Company Limited, dated July 27, 2005.4
.10*

Subscription and Share Purchase Agreement dated July 6,
    2005 and Subscription and Share Purchase Amendment Agreement,
    dated August 22, 2005.4
.11*

Form of Agreement on Transfer of Shares of Shenzhen Mindray
    Bio-Medical Electronics Co., Ltd.4
.12*

Form of Equity Transfer Agreement.4
.13

Investment Cooperation Agreement between Mindray Medical
    International Limited and the Management Committee of the
    Nanjing Jiangning Economic and Technological Development Zone,
    dated December 27, 2006.4
.14##

Asset Purchase Agreement by and between Datascope Corp. and
    Mindray Medical International, Ltd., dated March 10, 2008.4
.15##

Loan Agreement between MR Holdings (HK) Limited and MR
    Investments (HK) Limited and Mindray Medical International
    Limited, and Bank of China (Hong Kong) Limited, dated
    April 23, 2008.8
.1

List of Subsidiaries.11
.1**

Code of Business Conduct.12
.1

Certification of Co-Chief Executive Officer pursuant to
    Rule 13a-14(a)
    (17 CFR 240.13a-14(a)) or
    Rule 15d-14(a)
    (17 CFR 240.15d-14(a)).12
.2

Certification of Co-Chief Executive Officer pursuant to
    Rule 13a-14(a)
    (17 CFR 240.13a-14(a)) or
    Rule 15d-14(a)
    (17 CFR 240.15d-14(a)).12
.3

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)
    (17 CFR 240.13a-14(a)) or
    Rule 15d-1(a)
    (17 CFR 240.15d-14(a)). 89




---



##### Table of Contents



ExhibitNumber

Description13
.1

Certification pursuant to
    Rule 13a-14(b)
    (17 CFR 240.13a-14(b)) or
    Rule 15d-14(b)(17 CFR
    240.15d-14(b)) and 18 U.S.C. Section 1350.23
.1

Consent of PricewaterhouseCoopers, Independent Registered Public
    Accounting Firm.     *
    
    Previously filed with the Registrants Report filed on
    November 10, 2008 on
    Form 6-K
    (File
    No. 001-33036).
    
    Previously filed with the Registrants registration
    statement on
    Form F-1
    (File
    No. 333-140028).**
    
    Previously filed with the Registrants Report filed on
    June 30, 2008 on
    Form 20-F
    (File
    No. 001-33036).#
    
    Previously filed with the Registrants registration
    statement on
    Form F-3
    (File
    No. 333-165169).##
    
    Previously filed with the Registrants Report filed on
    May 15, 2008 on
    Form 6-K
    (File
    No. 001-33036). 90




---



##### Table of Contents



SIGNATURES
  Form 20-F
    
      91




---



##### 



For the quarterly period ended
    December 31, 2010
  MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
    YEARS ENDED DECEMBER 31, 2009 AND 2010
  
  Contents

PagesReport of Independent Registered Public
    Accounting Firm


F-2Consolidated Statements of Operations for the
    years ended December 31, 2008, 2009 and 2010


F-3Consolidated Balance Sheets as of
    December 31, 2009 and 2010


F-4Consolidated Statement of Shareholders
    Equity and Comprehensive Income for the years ended
    December 31, 2008, 2009 and 2010


F-5Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2009 and 2010


F-6-F-7Notes to Consolidated Financial Statements for
    the years ended December 31, 2008, 2009 and 2010


F-8-F-32   F-1




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    Internal Control 
    Integrated Framework
      PricewaterhouseCoopers
   F-2




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED



CONSOLIDATED
    STATEMENTS OF OPERATIONS  Years Ended December 31,2008


2009


2010(Dollars in thousands, except for share and per share
    data)Net revenues

$
547,527


$
634,183


$
704,309Cost of revenues(a)


(250,573
)


(280,319
)


(303,334
)Gross profit


296,954



353,864



400,975Operating expenses:Selling expenses(a)


(80,088
)


(106,142
)


(122,960
)General and administrative expenses(a)


(39,903
)


(47,512
)


(61,193
)Research and development expenses(a)


(51,945
)


(58,383
)


(60,316
)Realignment cost  post acquisition


(899
)


(1,215
)


(919
)Expense of in-process research and development


(6,600
)






Operating income


117,519



140,612



155,587Other income, net


4,918



25,525



8,835Interest income


8,361



6,574



11,575Interest expense


(5,163
)


(4,759
)


(2,900
)Income before income taxes and noncontrolling interests


125,635



167,952



173,097Provision for income taxes


(16,948
)


(28,764
)


(17,631
)Net income

$
108,687


$
139,188


$
155,466Less: Net income attributable to noncontrolling interests










Net income attributable to the Company

$
108,687


$
139,188


$
155,466Basic earnings per share

$
1.01


$
1.28


$
1.37Diluted earnings per share

$
0.96


$
1.23


$
1.32Shares used in computation of:Basic earnings per share


107,366,250



108,567,305



113,638,024Diluted earnings per share


113,364,756



113,025,775



117,581,196     Years Ended December 31,2008


2009


2010Share-based compensation charged during the years were included
    in the following:Cost of revenues

$
423


$
467


$
320Selling expenses


2,870



3,406



2,569General and administrative expenses


2,697



3,318



1,591Research and development expenses


2,731



3,047



2,800    F-3




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED



CONSOLIDATED
    BALANCE SHEETS  As of December 31,2009


2010(Dollars in thousands, except for share data)ASSETSCurrent assets:Cash and cash equivalents

$
204,228


$
137,502Restricted cash and restricted investments


102,257



Short-term investments






296,003Accounts receivable (net of allowance for doubtful accounts of
    $7,609 for 2009 and $7,821 for 2010)


113,340



143,318Inventories


64,518



79,185Value added tax receivables


8,519



18,562Other receivables


8,999



9,953Prepayments and deposits


7,466



7,596Deferred tax assets


2,338



2,481Total current assets


511,665



694,600Restricted cash  long-term


66,000



Other assets


1,585



4,552Advances for purchase of plant and equipment


28,395



15,775Property, plant and equipment, net


153,726



207,636Land use rights, net


25,776



46,079Intangible assets, net


64,065



66,247Goodwill


115,053



115,672Total assets

$
966,265


$
1,150,561LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Short-term bank loans

$
103,128


$
Notes payable


5,647



5,773Accounts payable


35,752



44,322Advances from customers


10,081



13,209Salaries payable


19,877



26,770Other payables


56,592



66,615Income taxes payable


16,199



13,582Deferred tax liabilities


1,499



Other taxes payable


5,863



4,286Total current liabilities


254,638



174,557Bank loans  long-term


66,000



Other long-term liabilities


1,342



1,133Deferred tax liabilities, net


3,734



8,26871,076



9,401Commitments and contingencies (Note 21)Shareholders equity:Ordinary shares (HK$0.001 par value,
    5,000,000,000 shares authorized, 109,390,440 shares
    and 114,619,759 shares issued and outstanding for
    December 31, 2009 and 2010, respectively)


14



15Additional paid-in capital


298,408



466,613Retained earnings


301,476



434,143Accumulated other comprehensive income


40,651



65,830Total shareholders equity


640,549



966,601Noncontrolling interest


2



2Total equity


640,551



966,603Total liabilities and shareholders equity

$
966,265


$
1,150,561    F-4




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED



CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY

AND
    COMPREHENSIVE INCOME  AccumulatedAdditional





Other


Non-Ordinary Share


Paid-in


Retained


Comprehensive


Controlling


Total


ComprehensiveCapital Number


Capital


Earnings


Income


Interests


Equity


Income(Dollars in thousands, except for share and per share
    data)As of December 31, 2007


106,844,479


$
13


$
260,107


$
94,466


$
19,436


$
2


$
374,024


$
Net income














108,687











108,687



108,687Dividends paid ($0.18 per share)














(19,267
)










(19,267
)


Issuance of ordinary shares in relation to exercise of options


819,224



1



6,165















6,166



Share-based compensation










8,721















8,721



Currency translation adjustments


















19,763







19,763



19,763As of December 31, 2008


107,663,703


$
14


$
274,993


$
183,886


$
39,199


$
2


$
498,094Total comprehensive income for the year ended December 31,
    2008





























$
128,450Net income














139,188











139,188



139,188Dividends paid ($0.20 per share)














(21,598
)










(21,598
)


Issuance of ordinary shares in relation to exercise of options


1,726,737







13,177















13,177



Share-based compensation










10,238















10,238



Currency translation adjustments


















1,452







1,452



1,452As of December 31, 2009


109,390,440


$
14


$
298,408


$
301,476


$
40,651


$
2


$
640,551Total comprehensive income for the year ended December 31,
    2009





























$
140,640Net income














155,466











155,466



155,466Dividends paid ($0.30 per share)














(22,799
)










(22,799
)


Issuance of ordinary shares in relation to exercise of options


1,229,319







11,160















11,160



Issuance of ordinary shares in secondary offering


4,000,000



1



149,660















149,661



Share-based compensation










7,385















7,385



Currency translation adjustments


















25,179







25,179



25,179As of December 31, 2010


114,619,759


$
15


$
466,613


$
434,143


$
65,830


$
2


$
966,603Total comprehensive income for the year ended December 31,
    2010





























$
180,645  F-5




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Years Ended December 31,2008


2009


2010(Dollars in thousands, unless otherwise stated)Cash flows from operating activities:Net income

$
108,687


$
139,188


$
155,466Adjustments to reconcile net income to net cash from operating
    activities:Amortization of land use rights


73



506



847Depreciation of property, plant and equipment


13,831



18,697



18,775Amortization of debt issuance costs


487



547



590Amortization of intangible assets


8,008



8,149



7,450Inventory write-down


5,297



1,370



1,247Allowance for doubtful accounts


2,839



3,667



212Expense of in-process research and development


6,600







Loss/(gain) on disposal of property, plant and equipment


448



(117
)


5Share-based compensation expense


8,721



10,238



7,280Deferred income taxes


(1,469
)


3,971



2,972Changes in current asset and liabilities:Increase in accounts receivable


(60,107
)


(27,068
)


(25,694
)Increase in inventories


(5,702
)


(5,523
)


(13,768
)(Increase)/decrease in value added tax receivables


(13,232
)


5,063



(9,519
)Increase in other receivables


(1,782
)


(1,491
)


(412
)Increase in prepayments and deposits


(1,326
)


(2,962
)


(91
)(Increase)/decrease in other assets


(274
)


120



(363
)Decrease in notes payable


(1,819
)


(1,809
)


(74
)Increase in accounts payable


5,025



6,739



7,229(Decrease)/increase in advances from customers


(172
)


2,556



2,785Increase in salaries payable


7,818



3,075



6,212Increase/(decrease) in other payables


7,204



6,186



(8,649
)Increase/(decrease) in income taxes payable


777



5,464



(2,953
)Increase/(decrease) in other taxes payable


2,202



1,463



(1,642
)Increase/(decrease) in other long-term liabilities


782



(5,779
)


(209
)Net cash generated from operating activities


92,916



172,250



147,696Cash flows from investing activities:Acquisition cost, net of cash received of $397


(211,225
)






Purchase of property, plant and equipment


(44,440
)


(40,553
)


(35,894
)Purchase of land use rights


(251
)






Advances for purchase of plant and equipment


(26,432
)


(15,932
)


(30,021
)Proceeds from disposal of property, plant and equipment


6,223



74



338(Increase)/decrease in restricted cash


(117,542
)


43,137



76,347Proceeds from sale of restricted investments


58,542



134,776



100,943Increase in restricted investments






(189,478
)


Increase in short-term investments










(296,003
)Repayments from/(advances to) employees loans, net


105



(160
)


(3,082
)Net cash used in investing activities


(335,020
)


(68,136
)


(187,372
)  F-6




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS  (Continued)
  Years Ended December 31,2008


2009


2010(Dollars in thousands, unless otherwise stated)Cash flows from financing activities:Repayment of bank loans






(41,928
)


(169,066
)Proceeds from bank loans


155,304



54,000



Dividends paid


(19,267
)


(21,598
)


(22,799
)Proceeds from exercise of options


6,166



13,177



11,160Net proceeds from secondary public offering










149,661Net cash generated from/(used in) financing activities


142,203



3,651



(31,044
)Net (decrease)/increase in cash and cash equivalents


(99,901
)


107,765



(70,720
)Cash and cash equivalents at beginning of year


189,045



96,370



204,228Effect of exchange rate changes on cash


7,226



93



3,994Cash and cash equivalents at end of year

$
96,370


$
204,228


$
137,502Supplemental schedule of cash flow information:Income taxes paid

$
19,114


$
22,230


$
17,646Interest paid


3,486



2,908



427Non-cash investing and financing activities:Purchase of property, plant and equipment through payables


3,550



(2,731
)


(16,168
)    F-7




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS
 (Dollars in thousands, unless otherwise stated)
  1  Organization
    and principal activities
          2  Summary
    of significant accounting policies
  (a)
    Basis
    of presentation and principles of consolidation        (b)
    Use of
    estimates   F-8




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
  (c)
    Cash
    and cash equivalents    (d)
    Restricted
    cash, restricted investments and short-term
    investments          (e)
    Inventories    (f)
    Intangible
    assets with finite life    (g)
    Property,
    plant and equipment, net      Classification

YearsLand

IndefiniteBuildings and leasehold improvements

shorter of lease term or 15 to 50 yearsPlant and machinery

3 to 5 yearsElectronic equipment, furniture and fixtures

3 to 5 yearsMotor vehicles

5 years   (h)
    Land
    use rights   F-9




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
    (i)
    Goodwill    (j)
    Impairment
    or disposal of long-lived assets      (k)
    Revenue
    recognition  985-605
  
    There is persuasive evidence of an arrangement;
    Delivery has occurred (e.g., an exchange has taken place);
    The sales price is fixed or determinable; and
    Collectability is reasonably assured.  free-on-board
   F-10




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
    (l)
    Warranty
    provision    December 31,2008


2009


2010Balance at beginning of year

$
1,804


$
3,067


$
4,172Warranty liabilities assumed in connection with DPMs
    acquisition


262







Provision made during the year


4,674



7,399



9,007Settlement made during the year


(3,673
)


(6,294
)


(7,357
)Balance at end of year

$
3,067


$
4,172


$
5,822   (m)
    Shipping
    and handling costs    (n)
    Government
    subsidies    (o)
    Software
    development costs  ASC 985-20,
 F-11




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
  (p)
    Research
    and development costs    (q)
    Advertising
    expenses    (r)
    Staff
    retirement plan costs    (s)
    Share-based
    compensation    (t)
    Income
    taxes    (u)
    Basic
    and diluted earnings per share      (v)
    Foreign
    currency transactions     F-12




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
      (w)
    Comprehensive
    income    (x)
    Fair
    value disclosures    (y)
    Fair
    value measurement        Level 1
  Level 2
  Level 3
 F-13




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
    Fair Value Measurements at Reporting Date UsingQuoted Prices

Significantin Active Market

Other

SignificantTotal Fair Value

for Identical

Observable

Unobservableon Balance

Assets

Inputs

InputsSheet

(Level 1)

(Level 2)

(Level 3)As of December 31, 2009Cash and cash equivalents

$
204,228


$
204,228


$



$
Restricted cash and cash equivalents


102,257



102,257







Restricted cash  long-term


66,000



66,000







As of December 31, 2010Cash and cash equivalents


137,502



137,502







Short-term investments


296,003







296,003



   (z)
    Concentration
    of credit risk          (aa)
    Recently
    issued accounting standards     F-14




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
           F-15




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
    3  Investments
    in subsidiaries
  Subsidiaries
    Percentage ofOrdinary Share/Place of

RegisteredEstablishment

Capital Held byName of Company

and Operation

the Company


Principal ActivitiesMindray Medical Sweden AB

Sweden


100
%

Manufacturing and sales of medical equipments and research and
    development of related productsBeijing Shen Mindray Medical Electronics Technology Research
    Institute Co., Ltd.

PRC


99.90
%

Research and development of medical equipmentDatascope International B.V. Netherlands Filial

Netherlands


100
%

Investment holdingMindray  Distribution and Commercialization of
    Medical Equipment Brazil Ltda.

Brazil


100
%

Marketing of medical equipmentsMindray (UK) Limited

United Kingdom


100
%

Sales and marketing of medical equipmentMindray DS USA Inc.

United States


100
%

Manufacturing and sales of medical equipments and research and
    development of related productsMindray Global Limited

BVI


100
%

Investment holdingMindray Investments Singapore Pte. Ltd.

Singapore


100
%

Investment holdingMindray Medical Canada Limited

Canada


100
%

Marketing of medical equipmentMindray Medical France SARL

France


100
%

Marketing of medical equipmentMindray Medical Germany GmbH

Germany


100
%

Marketing of medical equipmentMindray Medical India Private Limited

India


100
%

Marketing of medical equipmentMindray Medical Italy S.r.l.

Italy


100
%

Marketing of medical equipmentMindray Medical Mexico S de R.L. de C.V.

Mexico


100
%

Marketing of medical equipmentMindray Medical Netherlands B.V.

Netherlands


100
%

Marketing of medical equipmentMindray Medical Rus Limited

Russia


100
%

Marketing of medical equipmentMindray Medical Technology Istanbul Limited Liability Company

Turkey


100
%

Marketing of medical equipment F-16




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
  Percentage ofOrdinary Share/Place of

RegisteredEstablishment

Capital Held byName of Company

and Operation

the Company


Principal ActivitiesMindray Medical USA Corp.

United States of America


100
%

Research and development and sales and marketing of medical
    equipments and related productsMindray Research and Development Limited

BVI


100
%

Investment holdingMR Holdings (HK) Limited

Hong Kong


100
%

Investment holdingMR Investments (HK) Limited

Hong Kong


100
%

Investment holdingNanjing Mindray Bio-Medical Electronics Co., Ltd.

PRC


100
%

Research and development of medical equipments and related
    productsPT Mindray Medical Indonesia

Indonesia


100
%

Marketing of medical equipmentShenzhen Mindray Bio-Medical Electronics Co., Ltd.

PRC


99.90
%

Manufacturing and sales of medical equipments and research and
    development of related productsMindray Medical Colombia S.A.S

Colombia


100
%

Marketing of medical equipmentMindray Medical Egypt Limited

Egypt


100
%

Marketing of medical equipmentMindray Medical Espana S.L

Spain


100
%

Marketing of medical equipment   4  Acquisition
    of DPMs business
      Current assets

$
33,211Property, plant, and equipment


34,900Intangible assets


60,900Goodwill


97,158Total assets acquired


226,169Current liabilities


(10,997
)Net assets acquired

$
215,172    F-17




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
      GrossEstimated

CarryingUseful Life

AmountTradename

9 years

$
8,900Completed technology

5 - 7 years


10,500Core technology

7 years


4,400In-process research and development (Note)

N/A


6,600Customer relationships

12 years


29,900Other intangible assets

N/A


600Total Intangible Assets



$
60,900     Business Combinations
  5  Accounts
    receivable
    December 31,2008


2009


2010Balance at beginning of year

$
1,105


$
3,942


$
7,609Allowances made during the year


2,837



3,667



212Balance at end of year

$
3,942


$
7,609


$
7,821   6  Inventories
    December 31,2009


2010Raw materials

$
24,462


$
34,356Work-in-progress


14,135



25,686Finished goods


25,921



19,143$
64,518


$
79,185    F-18




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
  7  Property,
    plant and equipment, net
    December 31,2009


2010At costLand

$
3,514


$
3,514Buildings and leasehold improvements


62,886



166,928Plant and machinery


33,365



25,989Electronic equipment, furniture and fixtures


42,862



70,727Motor vehicles


1,749



2,112Total


144,376



269,270Less: Accumulated depreciation


(52,494
)


(73,177
)91,882



196,093Construction in progress


61,844



11,543Net book value

$
153,726


$
207,636     8  Land
    use rights, net
    December 31,2009


2010CostLand use right in PRC

$
26,505


$
47,706Less: Accumulated amortization


(729
)


(1,627
)Net book value

$
25,776


$
46,079    F-19




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
  9  Intangible
    assets, net
    December 31, 2009


December 31, 2010Gross








Gross





NetRange of

Carrying


Accumulated


Net Carrying


Carrying


Accumulated


CarryingLives

Amount


Amortization


Amount


Amount


Amortization


AmountTradename

9 years

$
8,900


$
1,652


$
7,248


$
8,900


$
2,641


$
6,259Completed technology

4-5 years


20,786



9,128



11,658



20,301



11,505



8,796Core technology acquired

3-11 years


9,239



4,236



5,003



9,570



5,952



3,618 self-developed software

3-5 year


7,225







7,225



17,045



142



16,903Customer relationship

12 years


29,892



4,147



25,745



29,892



6,641



23,251Other intangible assets

indefinite


7,186







7,186



7,420







7,420Total



$
83,228


$
19,163


$
64,065


$
93,128


$
26,881


$
66,247     2011

$
11,0012012


11,0012013


10,0962014


7,3702015


6,5232016 and thereafter


12,836$
58,827   10  Goodwill
    PatientMonitoringand Life


In-Vitro


MedicalSupport


Diagnostic


ImagingDevices


Products


Systems


Others


TotalBalance as of December 31, 2008

$
103,491


$
5,229


$
5,236


$
278


$
114,234Additional goodwill upon finalization of DPM acquisition


831















831Foreign currency translation


(4
)


(4
)


(4
)






(12
)Balance as of December 31, 2009


104,318



5,225



5,232



278



115,053Foreign currency translation


563



28



28







619Balance as of December 31, 2010, gross and net

$
104,881


$
5,253


$
5,260


$
278


$
115,672  F-20




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
  11.
    Bank
    loans    December 31, 2009


December 31, 2010Pledged


Outstanding


Pledged

OutstandingCash and


Loan


Cash and

LoanInvestments


Balance


Investments

BalanceBank of China (Hong Kong) Limited

$
114,473


$
110,000




Hongkong and Shanghai Bank Corporation (HSBC)






5,000




Bank of China


53,784



54,128




168,257



169,128




Less:Non-current portion


(66,000
)


(66,000
)



Current portion

$
102,257


$
103,128




       3-month
    12  Notes
    payable
  December 31,2009


2010Notes payable

$
5,647


$
5,773    F-21




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
    13  Other
    payables
    December 31,2009


2010Accrued tender expenses

$
3,431


$
2,757Accrued construction cost


16,062



26,005Accrued operating expenses


9,356



15,595Accrued professional fees


6,211



2,806Advance subsidies


4,919



3,126Commission payable


725



585Guarantee deposits from distributors


6,788



7,230Interest payable


3,830



612Warranty provision


4,172



5,822Other taxes payable


684



1,576Others


414



501$
56,592


$
66,615   14  Secondary
    offering
    15  Dividends
    16  Share-based
    compensation plan
  Stock
    options
       F-22




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##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
          December 31,

December 31,

December 31,Year of Grant

2008

2009

2010Risk-free interest rate

4.4% to 4.5%

2% to 2.8%

2.27%Expected life

4.3 to 6.6 years

5.2 to 6.0 years

5.5 yearsAssumed volatility

28.6% to 28.7%

38.1% to 40.0%

28.8%Expected dividends

2.1% to 2.2%

1.0% to 2.0%

2%Fair value on grant date

$7.83 to $11.03

$5.76 to $10.63

$9.94       WeightedAverageExerciseOptions


Price$Outstanding as of January 1, 2010


7,638,249



11.68Granted


45,000



32.54Exercised


(1,229,319
)


9.11Forfeited


(295,524
)


14.27Outstanding as of December 31, 2010


6,158,406



12.22      F-23




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##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
        Options Outstanding


Options ExercisableWeighted-Average











Weighted-Weighted-


Remaining








Weighted-


AverageAverage


Contractual


Aggregate





Average


Remaining


AggregateNumber


Exercise


Term


Intrinsic


Number


Exercise


Contractual


IntrinsicRange of Exercise Price

of Options


Price


(Years)


Value


of Options


Price


Term (Years)


Value$





$





$





$$5.00


2,104,802



5.00



3.15



45,042,763



2,104,802



5.00



3.15



45,042,763$11.00  $18.34


2,165,076



11.15



3.72



33,077,532



2,149,343



11.08



3.69



32,920,362$20.50  $24.01


1,826,528



21.06



4.44



9,830,498



884,833



21.09



4.43



4,721,145$32.54  $40.2


62,000



34.26



2.58







28,250



35.48



3.17



Total


6,158,406



12.22



3.73



87,950,793



5,167,228



10.45



3.59



82,684,270     Restricted
    shares
       F-24




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##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
    WeightedAverageGrant DateShares


Fair Value$Nonvested as of January 1, 2010


28,570



27.84Granted


342,480



26.01Vested


(9,585
)


25.49Forfeited


(750
)


26.01Nonvested as of December 31, 2010


360,715



26.17       17  Basic
    and diluted earnings per share
    Years Ended December 31,2008


2009


2010Numerator for calculation of basic and diluted earnings per
    share:Net income

$
108,687


$
139,188


$
155,466Denominator:Weighted average number of ordinary shares for the calculation
    of basic earnings per share


107,366,250



108,567,305



113,638,024Effect of dilutive potential ordinary shares attributable to
    share options and restricted shares


5,998,506



4,458,470



3,943,172Weighted average number of ordinary shares for the calculation
    of diluted earnings per share


113,364,756



113,025,775



117,581,196    F-25




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##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
  18  Other
    income, net
  Years Ended December 31,2008


2009


2010Government and other subsidies

$
562


$
11,690


$
9,129Income from investments


821







Service fee


2,721



342



Exchange gain


479







Others, net


335



(565
)


(294
)Income from early termination of contract






14,058



Other income

$
4,918


$
25,525


$
8,835       19  Staff
    retirement plan
      20  Income
    taxes
    2008


2009


2010Current taxes

$
19,548


$
24,793


$
14,739Deferred taxes (credit)/charge


(2,600
)


3,971



2,892Total income taxes expenses

$
16,948


$
28,764


$
17,631      F-26




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##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
              December 31,2009


2010Deferred tax assets are analyzed as:Accrued compensation

$
522


$
896Accrued intercompany loan interest


3,481



5,074Acquired intangible assets


3,798



4,486Bad debt provision


852



1,025Depreciation of property, plant and equipment


612



430Government subsidies


518



197Inventory write-down


133



380Sales incentive and warranty accruals


925



1,124Tax loss


7,676



17,872Others


264



129Valuation allowance


(14,674
)


(29,132
)$
4,107


$
2,481Deferred tax liabilities are analyzed as:Acquired intangible assets

$
(7,002
)

$
(8,268
)Total

$
(2,895
)

$
(5,787
)     F-27




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##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
  December 31,2009


2010Deferred tax assets are analyzed as:Current

$
2,338


$
2,481Non  current






2,338



2,481Deferred tax liabilities are analyzed as:Current


(1,499
)


Non-current


(3,734
)


(8,268
)Total

$
(2,895
)

$
(5,787
)   2026-2029
    2009


2010Balance at January 1

$
4,702


$
14,674Current period addition


9,972



14,458Balance at December 31

$
14,674


$
29,132       2008


2009


2010Income before income taxes

$
125,635


$
167,952


$
173,097PRC enterprise income tax rate


15
%


15
%


15
%Income tax at PRC enterprise income tax rate on income before
    income taxes


18,845



25,193



25,140Effect of net income for which no income tax benefit/expense is
    receivable/payable


1,809



5,650



(514
)Effect of foreign income tax rate


(2,261
)


(6,784
)


(12,823
)Change in PRC income tax rate


(836
)


(48
)


(832
)Employee share-based compensation


1,308



1,650



1,466Non-taxable VAT refund


(3,272
)


(3,711
)


(2,650
)Additional deduction on R&D expenses


(3,320
)


(3,158
)


(3,720
)Under/(over) provision of income tax expense in prior years


79







(2,162
)Valuation allowance


4,596



9,972



13,726Total income taxes expense

$
16,948


$
28,764


$
17,631  F-28




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##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
    December 31,2009


2010Unrecognized tax benefits beginning balance

$



$
1,335Gross decrease  tax positions in prior year






(446
)Gross increase  current period tax positions


1,335



853Unrecognized tax benefits ending balance

$
1,335


$
1,742       21  Commitments
    and contingencies
  (a)
    Lease
    commitments      Years ended December 31,2011

$
9,2692012


7,4032013


5,6062014


4,4302015


4,3472016 and thereafter


6,090$
37,145   (b)
    Capital
    commitments    (c)
    Contingencies     F-29




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##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
    22  Distribution
    of profits
      23  Segment
    reporting
       F-30




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
    PatientMonitoringand


In-Vitro


MedicalLife Support


Diagnostic


ImagingDevices


Products


Systems


Others


TotalFor the Years Ended December 31,2010Net revenues

$
316,223


$
175,245


$
173,170


$
39,671


$
704,309Cost of revenues


(136,388
)


(70,554
)


(57,086
)


(39,306
)


(303,334
)Gross profit

$
179,835


$
104,691


$
116,084


$
365


$
400,9752009Net revenues

$
278,082


$
155,406


$
162,470


$
38,225


$
634,183Cost of revenues


(122,979
)


(67,963
)


(59,702
)


(29,675
)


(280,319
)Gross profit

$
155,103


$
87,443


$
102,768


$
8,550


$
353,8642008Net revenues

$
243,890


$
137,270


$
138,973


$
27,394


$
547,527Cost of revenues


(117,044
)


(61,119
)


(48,133
)


(24,277
)


(250,573
)Gross profit

$
126,846


$
76,151


$
90,840


$
3,117


$
296,954   Geographic
    disclosures
    Years Ended December 31,2008


2009


2010Net sales:PRC

$
234,454


$
292,607


$
293,435United States


89,746



105,259



104,814Other countries


223,327



236,317



306,060Total consolidated net revenues

$
547,527


$
634,183


$
704,309     Year Ended December 31,2009


2010Long-lived assetsPRC

$
143,491


$
219,467United States


30,575



29,173Other countries


5,436



5,075Total consolidated assets

$
179,502


$
253,715    F-31




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##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued)
  Major
    customers
    24  Subsequent
    Events
       F-32