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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, 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,
    2009ORo

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.
  Title of Each Class

Name of Each Exchange on Which 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    U.S.
    GAAP  þ

International Financial Reporting Standards as issued by the
    International Accounting Standards
    Board  o

Other  o   o o
  Rule 12b-2 o þ




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##### 





TABLE OF
    CONTENTS
   
 PageINTRODUCTION


3PART I


5ITEM 1.


IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
    ADVISERS


5ITEM 2.


OFFER STATISTICS AND EXPECTED TIMETABLE


5ITEM 3.


KEY INFORMATION


5ITEM 4.


INFORMATION ON THE COMPANY


25ITEM 4A.


UNRESOLVED STAFF COMMENTS


44ITEM 5.


OPERATING AND FINANCIAL REVIEW AND PROSPECTS


44ITEM 6.


DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES


66ITEM 7.


MAJOR SHAREHOLDERS AND RELATED PARTY
    TRANSACTIONS


75ITEM 8.


FINANCIAL INFORMATION


76ITEM 9.


THE OFFER AND LISTING


77ITEM 10.


ADDITIONAL INFORMATION


78ITEM 11.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


86ITEM 12.


DESCRIPTION OF SECURITIES OTHER THAN EQUITY
    SECURITIES


87PART II


89ITEM 13.


DEFAULTS, DIVIDEND ARREARAGES AND
    DELINQUENCIES


89ITEM 14.


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


89ITEM 15.


CONTROLS AND PROCEDURES


89ITEM 16A.


AUDIT COMMITTEE FINANCIAL EXPERT


90ITEM 16B.


CODE OF ETHICS


90ITEM 16C.


PRINCIPAL ACCOUNTANT FEES AND SERVICES


90ITEM 16D.


EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
    COMMITTEES


91ITEM 16E.


PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
    AFFILIATED PURCHASERS


91ITEM 16F.


CHANGE IN REGISTRANTS CERTIFYING
    ACCOUNTANT


91ITEM 16G.


CORPORATE GOVERNANCE


91ITEM 17.


FINANCIAL STATEMENTS


91ITEM 18.


FINANCIAL STATEMENTS


92ITEM 19.


EXHIBITS


92EX-8.1EX-12.1EX-12.2EX-12.3EX-13.1EX-23.1EX-23.2EX-99.1   -2-




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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 future business development, financial condition and results
    of operations;
    the projected growth of the medical device industry in China and
    internationally;
    the effects of the current global economic crisis and global
    macroeconomic conditions on our business;
    the effects of our acquisition of and integration of
    Datascopes patient monitoring business;
    our expansion plans;
    relevant government policies and regulations relating to the
    medical device industry;
    market acceptance of our products;
    our expectations regarding demand for 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 facility in
    Nanjing;
    our ability to stay abreast of market trends and technological
    advances; -3-




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
    our ability to effectively protect our intellectual property
    rights and not infringe on the intellectual property rights of
    others;
    our plan to launch new products in the future;
    our intention to pay annual cash dividends to our shareholders;
    competition in the medical device industry in China and
    internationally; and
    general economic and business conditions in the countries where
    our products are sold.     -4-




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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.
        -5-




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For the Year Ended December 312005


2006


2007


2008


2009(In thousands, except share and per share data)Statement of Operations Data:Net revenues

$
131,630


$
190,374


$
294,296


$
547,527


$
634,183Cost of revenues(1)


(60,206
)


(86,390
)


(132,768
)


(250,573
)


(280.319
)Gross profit


71,424



103,984



161,528



296,954



353,864Operating expenses:Selling expenses(1)


(17,879
)


(26,622
)


(41,083
)


(80,088
)


(106,142
)General and administrative expenses(1)


(13,679
)


(9,527
)


(12,042
)


(39,903
)


(47,512
)Research and development expenses(1)


(12,954
)


(18,741
)


(28,389
)


(51,945
)


(58,383
)Realignment costs  post acquisition














(899
)


(1,215
)Expense of in-progress research and development






(4,000
)






(6,600
)


Operating income


26,912



45,094



80,014



117,519



140,612Other income, net


1,124



756



2,357



4,918



25,525Interest income


470



3,505



9,726



8,361



6,574Interest expense


(246
)


(58
)


(11
)


(5,163
)


(4,759
)Income before income taxes and non-controlling interests

$
28,260


$
49,297


$
92,086


$
125,635


$
167,952Provision for income taxes


(2,205
)


(3,023
)


(14,043
)


(16,948
)


(28,764
)Net income


26,055



46,274



78,043



108,687



139,188Less: Net income attributable to noncontrolling interest


(1,026
)


(811
)










Net income attributable to the Company


25,029



45,463



78,043



108,687



139,188Deemed dividend on issuance of convertible redeemable preferred
    shares at a discount


(1,712
)














Income attributable to ordinary shareholders(2)


23,317



45,463



78,043



108,687



139,188Basic earnings per share


0.28



0.52



0.73



1.01



1.28Diluted earnings per share


0.28



0.47



0.69



0.96



1.23Dividends declared per share


0.45



0.15



0.18



0.20



0.20Shares used in computation of:Basic earnings per share


82,790,427



87,066,163



106,328,347



107,366,250



108,567,305Diluted earning per share


82,790,427



96,370,084



112,678,984



113,364,756



113,025,775   -6-




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As of December 31,2005

2006

2007

2008

2009(In thousands)Balance Sheet Data:Cash and cash equivalents

$
55,283


$
219,064


$
189,045


$
96,370


$
204,228Working capital(3)


58,096



209,001



237,191



147,593



257,027Total current assets


83,656



254,154



306,495



427,414



511,665Total assets


104,190



327,664



446,714



785,771



966,265Total current liabilities


25,560



45,153



69,304



279,821



254,638Noncontrolling interest


4,659



1



2



2



2Net assets


33,652



279,713



374,022



498,092



640,549Capital stock


10



13



13



14



14     (1)
    
    Share-based compensation charges incurred during the years
    related to:  For the Year Ended December 31,2005

2006

2007

2008

2009(In thousands)Cost of revenues

$
33


$
77


$
267


$
423


$
467Selling expenses


1,047



801



2,781



2,870



3,406General and administrative expenses


7,202



1,532



2,232



2,697



3,318Research and development expenses


375



864



2,430



2,731



3,047   (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.
   -7-




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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; and
    effectively integrate customer feedback into our research and
    development planning.  We
    maintain direct operations in the United States and Europe that
    is costly and the maintenance of which could have a material
    adverse effect on our business.
    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
    depend on distributors for a substantial portion of our revenues
    and a significant portion of our revenue growth. Failure to
    maintain relationships with our distributors would materially
    and adversely affect our business.
   -8-




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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;
    fail to adequately promote our products; or
    fail to provide proper training, repair and service to our
    end-users.    non-U.S. companies
  We may
    undertake acquisitions, which may have a material adverse effect
    on our ability to manage our business, and may end up being
    unsuccessful.
    International
    expansion may be costly, time-consuming and difficult. If we do
    not successfully expand internationally, our profitability and
    prospects would be materially and adversely
    affected.
      
    political instability;
    economic instability and recessions; -9-




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
    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;
    increased risk of exposure to terrorist activities;
    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.  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.
   -10-




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
    greater financial and other resources;
    larger variety of products;
    more products that have received regulatory approvals;
    greater pricing flexibility;
    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;
    stronger brand recognition; and
    larger sales and distribution networks.        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
    domestic China tender sales, which would materially and
    adversely affect our financial condition and results of
    operations, as well as damage our reputation and
    brand.
   -11-




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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.
  back-up
    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.
   -12-




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Failure
    to successfully manage our growth could strain our management,
    operational and other resources, which could materially and
    adversely affect our business and prospects.
    
    continued enhancement of our research and development
    capabilities;
    hiring and training of new personnel;
    information technology system enhancement;
    stringent cost controls and sufficient liquidity;
    strengthening of financial and management controls and
    information technology systems; and
    increased marketing, sales and sales support activities.    We may
    need additional capital, and we may be unable to obtain such
    capital in a timely manner or on acceptable terms, or at
    all.
    
    our future 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.    The
    global economic downturn adversely affected, and could continue
    adversely affecting, our business and could materially affect
    our, 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 -13-




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more assured. In addition, customers who must finance their
    capital expenditures through various forms of debt may find
    financing unavailable to them.  
    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 2010 and beyond.    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.
   -14-




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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.
  de
    facto
  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.
    
    pay damage awards; -15-




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
    seek licenses from third parties;
    pay ongoing royalties;
    redesign our products; or
    be restricted by injunctions,    Unauthorized
    use of our brand names by third parties, the expenses incurred
    in developing and preserving the value of our brand name, and
    any loss of rights to use our brand names as a result of
    challenge, may adversely affect our business.
    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.
    We are
    subject to product liability exposure and have limited insurance
    coverage. Any product liability claims or potential
    safety-related regulatory actions could damage our reputation
    and materially and adversely affect our business, financial
    condition and results of operations.
   -16-




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Our
    quarterly revenues and operating results are difficult to
    predict and could fall below investor expectations, which could
    cause the trading 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;
    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; and
    changes in government policies or regulations, including new
    product approval procedures, or their enforcement.   -17-




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Fluctuations
    in exchange rates could result in foreign currency exchange
    losses.
    Our
    revenues and profitability could be materially and adversely
    affected if there is a disruption in our existing arrangements
    with our original design manufacturing and original equipment
    manufacturing customers.
    If we
    experience a significant number of warranty claims, our costs
    could substantially increase and our reputation and brand could
    suffer.
   -18-




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Our
    corporate actions are substantially controlled by our principal
    shareholders. 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 our
    shareholders opportunity to sell their 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.
     -19-




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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.
  non-U.S. distributors 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.
   -20-




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RISKS
    RELATED TO DOING BUSINESS IN CHINA
  Changes
    in Chinas economic, political and social condition 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.
     -21-




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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.
   -22-




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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.
   -23-




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Dividends
    payable by us to our foreign investors and gain on the sale of
    our ADSs or ordinary shares may become subject to withholding
    taxes under PRC tax laws.
    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.
   -24-




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ITEM 4.
    INFORMATION
    ON THE COMPANY  A.
    History
    and Development of the Company.      (86-755) 2658-2888. http://www.mindray.com.
  B.
    Business
    overview.  Overview
   -25-




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Products
       -26-




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Business Segment

Products

DescriptionPatient Monitoring and Life support products

WATO EX20/30

A basic version of anesthesia machineHylite 6700/6500 and Hybase 6100

First generation of surgical light and surgical bedHypart 3000/6000/8000

Surgical suite equipment to be used along with our surgical
    light, surgical bed, patient monitors and anesthesia machinesAccutorr V

Vital sign patient monitorPassport V

Portable patient monitorNetguard

Clinical Alert SystemMedical Imaging Systems

DC-7

Higher end cart-based color ultrasound systemDP-6900

Portable B/W ultrasound systemDigiEye 760

Digital radiography systemIn-Vitro Diagnostic Products

BC5800

More advanced 5-part hematology analyzer     Patient
    Monitoring and Life Support Products
  Patient monitoring devices.
  Life support products.
   -27-




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In-vitro
    Diagnostic Products
    Hematology analyzers.
  Biochemistry analyzers.
      Medical
    Imaging Systems
        Distribution,
    Direct Sales
  Third
    Party Distributor Network in China
   -28-




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Tender
    Sales in China
    Our
    International Third Party Distribution Network
      International
    Direct Sales
    Marketing
  on-site
  Customers
   -29-




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##### Table of Contents



Our distributors.
  ODM and OEM customers.
  Hospital and government agency customers.
    Customer
    Support and Service
  China
    
    End-User Support and Service.  In 2009, we
    conducted more than 100 training sessions in hospitals
    throughout China and almost 200 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.   -30-




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##### Table of Contents



International
        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
    components.  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. As we continue to refine our use of common
    resources and grow our revenues, we anticipate creating
    additional economies of scale, allowing us to move additional
    component production in-house, thereby lowering our production
    costs.
    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 -31-




---



##### Table of Contents



workflow. We believe this increases employee efficiency, with
    employees required to learn to manufacture or assemble fewer
    components, and reduces our training costs.            24-month
  Intellectual
    Property
     -32-




---



##### Table of Contents



Competition
     -33-




---



##### Table of Contents



Patient Monitoring and Life support
    products.
  In-Vitro Diagnostic Products.
    Medical Imaging Systems.
      Seasonality
   -34-




---



##### Table of Contents



Insurance
      Facilities
    Legal
    Proceedings
    Regulation
    China
  Classification
    of Medical Devices
     -35-




---



##### Table of Contents



Medical
    Instrument Manufacturing License
      Medical
    Instrument Distribution License
    Registration
    Requirement
   -36-




---



##### Table of Contents



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;
    recall or seizure of our products; take over the illegal revenue
    the imposition of operating restrictions, partial suspension or
    complete shutdown of production; withdraw the Registration
    Certificate for Medical Device
    criminal prosecution.  Radio
    Transmission Equipment Type Approval Certificate
    China
    Compulsory Certification Requirements
   -37-




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##### Table of Contents



United
    States
    FDA
    premarket clearance and approval requirements
    510(k)
    clearance pathway
    and/or
    Premarket
    approval pathway
     -38-




---



##### Table of Contents



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
      Other
    National and Provincial Level Laws and Regulations in
    China
     -39-




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##### Table of Contents



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
    
    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. -40-




---



##### Table of Contents



Dividend
    Distributions
      C. Organizational
    Structure.
   -41-




---



##### Table of Contents



D. Property,
    Plant and Equipment.
   -42-




---



##### Table of Contents



-43-




---



##### Table of Contents



No.

Location

General Character and Use of Property1

NanShan District, Shenzhen, China

Owned, 193,000 square feet, used as a research and
    development center and operational headquarters2

(XiLi) Shenzhen, China

Leased, 280,000 square feet, used for manufacturing,
    assembly, testing and research and development3

(BaiWang) Shenzhen, China

Leased, 820,000 square feet; used for manufacturing,
    assembly, testing and research and development4

(DeWeisen) Shenzhen, China

Leased, 7,400 square meters, used for sales and marketing5

(GuangMing) Shenzhen, China

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

HaiDian District, Beijing, China

Owned, 10,697 square feet, used as research and development
    center7

ChaoYang District, Beijing, China

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

Nanjing, China

Leased, 2,000 square meters used for manufacturing,
    research and development, sales and other daily operations9

Nanjing, China

Owned, 56,120 square meters to be developed for manufacturing,
    research and development, sales and other daily operations10

Sundbyberg, Stockholm, Sweden

Leased, 865 square meters, used for research and
    development, sales and other daily operations11

Mahwah, New Jersey

Owned, 130,000 square feet, used as a Patient Monitoring
    and Technology Services headquarters and the manufacturing,
    research and development and warehousing of patient monitoring
    devices12

Hoevelaken, Netherlands

Owned, 12,700 square feet, used for office and warehousing13

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   -44-




---



##### Table of Contents



A. Operating
    Results.
  Overview
              Pricing
   -45-




---



##### Table of Contents



Revenues
           -46-




---



##### Table of Contents



Patient Monitoring and Life Support
    Products.
  In-Vitro Diagnostic Products.
  Medical Imaging Systems.
  Others.
      
    global economic conditions;
    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 and potentially increased competition;
    new product introductions by us and our competitors;
    pricing pressures and our ability to price our products at
    levels that provide favorable margins;
    exchange rate fluctuations;
    our ability to expand into and further penetrate international
    markets;
    the availability of credit for our customers;
    the continued availability of VAT refunds;
    sales seasonality; -47-




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##### Table of Contents




    key governments and major group purchasing organizations tender
    criteria changes, policy changes, review process changes, and
    execution timing changes;
    government tax policy changes such as China VAT software refund
    policy;
    healthcare-related policies that could lead to curtailed capital
    investments, 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; and
    actively managing our supply chain.    
    leveraging our research and development capacities to improve
    manufacturing efficiencies and product design, thereby reducing
    production costs;
    vertically integrating our manufacturing operations and
    realigning manufacturing facilities, allowing us to increasingly
    produce product components in-house; -48-




---



##### Table of Contents




    strategically moving to China component and raw material
    production and product assembly for our U.S. 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.    Gross
    Profit and Gross Margin
        Operating
    Expenses
    Selling
    Expenses
       -49-




---



##### 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 31,2007

2008

2009(In thousands)Cost of revenues

$
267


$
423


$
467Selling expenses


2,781



2,870



3,406General and administrative expenses


2,232



2,697



3,318Research and development expenses


2,430



2,731



3,047  -50-




---



##### Table of Contents



Other
    Income (Expense)
    Taxes
    and Incentives
             -51-




---



##### Table of Contents



Results
    of Operations
    Years Ended December 31,2007


2008


2009(In thousands, except for share and per share data)Net revenues

$
294,296


$
547,527


$
634,183Cost of revenues(a)


(132,768
)


(250,573
)


(280,319
)Gross profit


161,528



296,954



353,864Operating expenses:Selling expenses(a)


(41,083
)


(80,088
)


(106,142
)General and administrative expenses(a)


(12,042
)


(39,903
)


(47,512
)Research and development expenses(a)


(28,389
)


(51,945
)


(58,383
)Realignment costs  post acquisition






(899
)


(1,215
)Expense of in-progress research and development






(6,600
)


Operating income


80,014



117,519



140,612Other income, net


2,357



4,918



25,525Interest income


9,726



8,361



6,574Interest expense


(11
)


(5,163
)


(4,759
)Income before income taxes and noncontrolling interest


92,086



125,635



167,952Provision for income taxes


(14,043
)


(16,948
)


(28,764
)Net income

$
78,043


$
108,687


$
139,188Less: Net income attributable to noncontrolling interest










Net income attributable to the Company

$
78,043


$
108,687


$
139,188Basic earnings per share

$
0.73


$
1.01


$
1.28Diluted earnings per share

$
0.69


$
0.96


$
1.23Shares used in computation of:Basic earnings per share


106,328,347



107,366,250



108,567,305Diluted earnings per share


112,678,984



113,364,756



113,025,775     Years Ended December 31,2007

2008

2009(In thousands)Share-based compensation charges incurred during the years
    related to:Cost of revenues

$
267


$
423


$
467Selling expenses


2,781



2,870



3,406General and administrative expenses


2,232



2,697



3,318Research and development expenses


2,430



2,731



3,047  -52-




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##### Table of Contents



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


2009Net





NetRevenues





RevenuesNet


% of


Net


% ofRevenues


Total


Revenues


Total(Dollars in thousands, unless otherwise stated)Geographic Data:China

$
234,454



42.8
%

$
292,607



46.1
%Other Asia


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


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
%            -53-




---



##### Table of Contents



Cost of
    Revenues
    Patient
    monitoring and life support devices
    In-vitro
    diagnostic products
    Medical
    imaging systems
  in-house
  Gross
    Profit and Gross Margin
    Operating
    Expenses
   -54-




---



##### 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)
     -55-




---



##### Table of Contents



Provision
    for Income Taxes
    Net
    Income
    Comparison
    of Years Ended December 31, 2007 and December 31,
    2008
  Net
    Revenues
    2007


2008Net





NetRevenues





RevenuesNet


% of


Net


% ofRevenues


Total


Revenues


Total(Dollars in thousands, unless otherwise stated)Geographic Data:China

$
145,493



49.4
%

$
234,454



42.8
%Other Asia


39,606



13.5



56,245



10.3Europe


54,033



18.4



95,023



17.4North America


20,018



6.8



94,600



17.3Latin America


22,501



7.6



46,559



8.5Others


12,645



4.3



20,646



3.7Total net revenues

$
294,296



100.0
%

$
547,527



100.0
%   2007


2008Net





NetRevenues





RevenuesNet


% of


Net


% ofRevenues


Total


Revenues


Total(Dollars in thousands, unless otherwise stated)Segment Data:Patient monitoring and life support products

$
106,553



36.2
%

$
243,890



44.5
%In-vitro diagnostic products


91,767



31.2



137,270



25.1Medical imaging systems


91,522



31.1



138,973



25.4Others


4,454



1.5



27,394



5.0Total net segment revenues

$
294,296



100.0
%

$
547,527



100.0
%      -56-




---



##### Table of Contents



Cost of
    Revenues
    Patient
    monitoring and life support devices
    In-vitro
    diagnostic products
    Medical
    imaging systems
   -57-




---



##### Table of Contents



Gross
    Profit and Gross Margin
    Gross
    Profit and Gross Margin
    Operating
    Expenses
    Selling
    Expenses
    
    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;
    an increase in share-based compensation expenses;
    our acquisition of Datascopes patient monitoring business,
    which accounted for more than 30% of our selling expenses in
    2008;
    international expansion in more developed countries, which tends
    to be more expensive; and
    building our direct sales force infrastructure and localizing
    our direct sales staff,    General
    and Administrative Expenses
    Research
    and Development Expenses
   -58-




---



##### Table of Contents



Expense
    of In-Progress Research and Development
    Other
    Income (Expense)
  non-recurring
    Provision
    for Income Taxes
    Net
    Income
    Critical
    Accounting Policies
    Allowance
    for Doubtful Accounts
    Write
    Down of Inventories
   -59-




---



##### Table of Contents



Warranty
    Provision
    Impairment
    of goodwill and indefinite-lived intangible 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.   -60-




---



##### Table of Contents



free-on-board
    Valuation
    of Share-Based Compensation
    Impact
    Upon Adoption of New Accounting Standards
  Subsequent
    events
  ASU 2010-09 ASU 2010-09
  Noncontrolling
    Interests
  810-10-65, 810-10-65 810-10-65
  Recent
    Accounting Pronouncements
  2010-06,
 -61-




---



##### Table of Contents



No. 2009-13 2009-13). 2009-13 2009-13
  No. 2009-14 2009-14). 2009-14 2009-14
       -62-




---



##### Table of Contents



B.
    Liquidity
    and Capital Resources.  Overview
    Year Ended December 31,2007

2008

2009(In thousands)Cash and cash equivalents

$
189,045


$
96,370


$
204,228Net cash generated from operating activities


93,401



92,916



172,250Net cash used in investing activities


(118,785
)


(335,020
)


(68,136
)Net cash (used in) generated from financing activities


(11,660
)


142,203



3,651   Operating
    Activities
    
    a substantial increase in net income of $30.5 million from
    $108.7 million to $139.2 million;
    a net positive change in working capital as a result of
    additional cash received in connection with a VAT refund and a
    one-time income of $14 million resulting from a mutually
    agreed upon termination of a joint development OEM chemical
    analyzer project with Beckman Coulter, Inc. The agreement
    resulted from changes in business strategy by Beckman Coulter,
    Inc after it acquired the Olympus Diagnostic division; and
    an increase in add-back of non-cash expenses, mainly consisting
    of depreciation and amortization, provision of doubtful debt,
    and inventory write-off.          Investing
    Activities
   -63-




---



##### Table of Contents



Financing
    Activities
          Capital
    Expenditures
    C.
    Research
    and Development.   -64-




---



##### Table of Contents



D.
    Trend
    Information.    E.
    Off-Balance
    Sheet Arrangements.   -65-




---



##### Table of Contents



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


21,127















21,127Operating leases(1)


6,780



10,090



7,622



8,276



32,768Short-term bank loans(2)


103,128



66,000











169,128Notes payable


5,647















5,647Total


136,682



76,090



7,622



8,276



228,670     (1)
    
    Operating leases are for office premises and our assembly and
    manufacturing facility.(2)
    
    These short-term bank loans were paid in full in March 2010  ITEM 6.
    DIRECTORS,
    SENIOR MANAGEMENT AND EMPLOYEES  A.
    Directors
    and Senior Management.    Name

Age

PositionXu Hang


47


Chairman and Co-Chief Executive OfficerLi Xiting


58


Director, President and Co-Chief Executive OfficerRonald Ede


51


Director, Chief Financial OfficerCheng Minghe


48


Executive Vice President of Strategic DevelopmentLiu Jie


41


Chief Operating OfficerDavid Gibson


41


President, Datascope Patient Monitoring, Mindray DS USA CorpTim Fitzpatrick


43


General CounselJoyce I-Yin Hsu(2)(3)


35


DirectorChen Qingtai(1)


72


DirectorLin Jixun


45


DirectorKern Lim(1)(2)(3)


40


DirectorPeter Wan(1)(2)(3)


57


DirectorWu Qiyao


73


Director     (1)
    
    Member, audit committee(2)
    
    Member, compensation committee(3)
    
    Member, corporate governance and nomination committee  Xu Hang
 -66-




---



##### Table of Contents



Li Xiting
  Ronald Ede
  Cheng Minghe
  Liu Jie
  David Gibson
  Tim Fitzpatrick
  Joyce I-Yin Hsu
  Chen Qingtai
 -67-




---



##### Table of Contents



Lin Jixun
  Peter Wan and/or
  Kern Lim
  Wu Qiyao
    Rule 10b5-1 Rule 10b5-1
  B.
    Compensation.  Remuneration
    and Borrowing
   -68-




---



##### Table of Contents



Compensation
    of Directors and Executive Officers
    2006
    Employee Share Incentive Plan
             -69-




---



##### Table of Contents



Number ofOrdinary Sharesto be IssuedUpon Exercise

Exercise Price perName

of Options

Ordinary Share

Date of Grant

Date of Expiration(In $)Xu 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, 2014Ronald 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, 2014Jixun Lin


*



20.50


December 21, 2007

December 21, 2015Wu 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
     -70-




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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
     -71-




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##### Table of Contents



Qualification
    Board
    Committees
    Audit
    Committee
    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; -72-




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##### Table of Contents




    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
      
    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
   -73-




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##### Table of Contents



http://www.mindray.com.
  Interested
    Transactions
    D.
    Employees.    As ofDecember 31,2009Manufacturing


2,030Research and development


1,330General and administration


314Marketing and sales (including customer support and service)


1,594Mindray Medical USA Corp. (Seattle)


12Mindray, Nanjing, China


125Mindray DS USA


358Total


5,763       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.   -74-




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##### Table of Contents



PercentageOrdinary Shares

of VotesBeneficially Owned

HeldName

Number

Percent

PercentDirectors and Executive OfficersXu Hang(1)**


15,031,497



13.0
%


28.9
%Li Xiting(2)**


16,773,472



14.6
%


31.1
%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, ADSs, and options to purchase Class A
    ordinary shares. Mr. Xu is the sole shareholder and
    exercises investment and voting power over the shares held by
    New Dragon. New Dragon is a Cayman Islands company and its
    address is 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.      ITEM 7.
    MAJOR
    SHAREHOLDERS AND RELATED PARTY TRANSACTIONS  A.
    Major
    Shareholders.   -75-




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##### Table of Contents



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
         -76-




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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



17.15Quarterly Highs and LowsFirst Quarter 2008


41.66



25.66Second Quarter 2008


41.49



29.82Third Quarter 2008


43.61



31.47Fourth Quarter 2008


33.79



12.34First 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 (through May 6)


39.80



33.99Monthly Highs and LowsOctober 2009


33.00



29.90November 2009


34.09



28.89December 2009


34.80



30.24January 2010


39.50



34.87February 2010


38.16



34.02March 2010


39.85



36.40April 2010


39.00



34.25May 2010 (through May 6)


38.23



34.10    -77-




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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
     -78-




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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. -79-




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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 -80-




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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; -81-




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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
     -82-




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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).     -83-




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##### Table of Contents




    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.      de minimis
  non-U.S. corporation
     -84-




---



##### 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
   -85-




---



##### 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
  Foreign
    Exchange Risk
            Interest
    Rate Risk
   -86-




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##### Table of Contents



3-month
  Inflation
    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      -87-




---



##### Table of Contents



and/or
    Amount Waived or Paid

Category of ExpensesThird-party expenses paid directly to:$
264,274


Consulting Fees$
445,000


Current Auditor$
270,000


Prior Auditor$
139,776


Legal$
92,027


Investor Relations$
61,897


Market Data ConsultantFees waived in connection with:$
174,753


ADS administration$
1,447,727


Total  -88-




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##### Table of Contents



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)
       -89-




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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.    2007


2008


2009Audit fees(1)

$
1,000,000


$
1,940,000


$
1,965,000Audit-related fees(2)

$
100,000


$
515,000


$
210,000All Other fees(3)





$
172,333


$
218,000     (1)
    
    Audit fees means the aggregate fees billed in each
    of the fiscal years listed for professional services rendered by
    our principal auditors 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 auditors 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 2009 involve principally the
    review of the companys quarterly consolidated financial
    statements.(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. -90-




---



##### Table of Contents



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.  Form 6-K
  Form 20-F.
    ITEM 16G.
    CORPORATE
    GOVERNANCE.  Differences
    between Cayman Islands and NYSE Corporate Governance
    Practices
    ITEM 17.
    FINANCIAL
    STATEMENTS   -91-




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##### Table of Contents



ITEM 18.
    FINANCIAL
    STATEMENTS    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)). -92-




---



##### Table of Contents



ExhibitNumber

Description12
.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)).13
.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 Deloitte Touche Tohmatsu CPA Ltd., Independent
    Registered Public Accounting Firm.23
.2

Consent of PricewaterhouseCoopers, Independent Registered Public
    Accounting Firm.99
.1

Letter from Deloitte Touche Tohmatus CPA Ltd. to the Securities
    and Exchange Commission, pursuant to the requirement of
    Item 16F of
    Form 20-F.     *
    
    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). -93-




---



##### Table of Contents



SIGNATURES
  Form 20-F
    
 
   -94-




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2009
  PagesReport of Independent Registered Public
    Accounting Firm


F-1Consolidated Statements of Operations for the
    years ended December 31, 2007, 2008 and 2009


F-4Consolidated Balance Sheets of December 31,
    2008 and 2009


F-5Consolidated Statement of Shareholders
    Equity and Comprehensive Income for the years ended
    December 31, 2007, 2008 and 2009


F-6Consolidated Statements of Cash Flows for the
    years ended December 31, 2007, 2008 and 2009


F-7Notes to Consolidated Financial Statements for
    the years ended December 31, 2007, 2008 and 2009


F-8Schedule 1  Condensed Financial
    Information of Registrant


F-34




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    Internal Control 
    Integrated Framework
     F-1




---



##### Table of Contents



PricewaterhouseCoopers
   F-2




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                Deloitte Touche Tohmatsu CPA Ltd.
     F-3




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
 CONSOLIDATED
    STATEMENTS OF OPERATIONS  Years Ended December 31,2007


2008


2009(Dollars in thousands, except for share and per share
    data)Net revenues

$
294,296


$
547,527


$
634,183Cost of revenues(a)


(132,768
)


(250,573
)


(280,319
)Gross profit


161,528



296,954



353,864Operating expenses:Selling expenses(a)


(41,083
)


(80,088
)


(106,142
)General and administrative expenses(a)


(12,042
)


(39,903
)


(47,512
)Research and development expenses(a)


(28,389
)


(51,945
)


(58,383
)Realignment cost  post acquisition






(899
)


(1,215
)Expense of in-process research and development






(6,600
)


Operating income


80,014



117,519



140,612Other income, net


2,357



4,918



25,525Interest income


9,726



8,361



6,574Interest expense


(11
)


(5,163
)


(4,759
)Income before income taxes and noncontrolling interest


92,086



125,635



167,952Provision for income taxes


(14,043
)


(16,948
)


(28,764
)Net income

$
78,043


$
108,687


$
139,188Less: Net income attributable to noncontrolling interests










Net income attributable to the Company

$
78,043


$
108,687


$
139,188Basic earnings per share

$
0.73


$
1.01


$
1.28Diluted earnings per share

$
0.69


$
0.96


$
1.23Shares used in computation of:Basic earnings per share


106,328,347



107,366,250



108,567,305Diluted earnings per share


112,678,984



113,364,756



113,025,775     Years Ended December 31,2007

2008

2009Share-based compensation charged during the years were included
    in the following:Cost of revenues

$
267


$
423


$
467Selling expenses


2,781



2,870



3,406General and administrative expenses


2,232



2,697



3,318Research and development expenses


2,430



2,731



3,047    F-4




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
 CONSOLIDATED
    BALANCE SHEETS  As of December 31,2008


2009(Dollars in thousands,except for share data)ASSETSCurrent assets:Cash and cash equivalents

$
96,370


$
204,228Restricted cash


119,711



10,657Restricted investments






91,600Short-term investments


36,780



Accounts receivable (net of allowance for doubtful accounts of
    $3,942 for 2008 and $7,609 for 2009)


89,735



113,340Inventories


57,466



64,518Value added tax receivables


13,566



8,519Other receivables


7,471



8,999Prepayments and deposits


4,503



7,466Deferred tax assets


1,812



2,338Total current assets


427,414



511,665Restricted cash  long-term






66,000Other assets


1,724



1,585Advances for purchase of plant and equipment


46,275



28,395Property, plant and equipment, net


126,399



153,726Land use rights, net


2,721



25,776Intangible assets, net


67,004



64,065Goodwill


114,234



115,053Total assets

$
785,771


$
966,265LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Short-term bank loans

$
157,007


$
103,128Notes payable


7,449



5,647Accounts payable


29,009



35,752Advances from customers


7,523



10,081Salaries payable


16,797



19,877Other payables


46,911



56,592Income taxes payable


10,727



16,199Deferred tax liabilities






1,499Other taxes payable


4,398



5,863Total current liabilities


279,821



254,638Bank loans  long-term






66,000Other long-term liabilities


7,120



1,342Deferred tax liabilities


736



3,7347,856



71,076Commitments and contingencies (Note 20)Shareholders equity:Ordinary shares (HK$0.001 par value,
    5,000,000,000 shares authorized, 107,663,703 shares
    and 109,390,440 shares issued and outstanding for
    December 31, 2008 and 2009, respectively)


14



14Additional paid-in capital


274,993



298,408Retained earnings


183,886



301,476Accumulated other comprehensive income


39,199



40,651Total shareholders equity


498,092



640,549Noncontrolling interest


2



2Total equity


498,094



640,551Total liabilities and shareholders equity

$
785,771


$
966,265    F-5




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
 CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY AND COMPREHENSIVE
    INCOME  Ordinary








AccumulatedShare


Additional





OtherCapital


Paid-In


Retained


Comprehensive


Non-Controlling


Total


ComprehensiveNumber





Capital


Earnings


Income


Interests


Equity


Income(Dollars in thousands, except for share and per share
    data)As of December 31, 2006


105,727,677


$
13


$
243,321


$
32,365


$
4,015


$
2


$
279,716


$
Net income














78,043











78,043



78,043Dividends paid ($0.15 per share)














(15,942
)










(15,942
)


Issuance of ordinary shares in relation to exercise of options


1,116,802







9,076















9,076



Share-based compensation










7,710















7,710



Currency translation adjustments


















15,421







15,421



15,421As of December 31, 2007


106,844,479


$
13


$
260,107


$
94,466


$
19,436


$
2


$
374,024Total comprehensive income for the year ended December 31,
    2007





























$
93,464Net 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





























$
140,640  F-6




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Years Ended December 31,2007


2008


2009(Dollars in thousands,unless otherwise stated)Cash flows from operating activities:Net income

$
78,043


$
108,687


$
139,188Adjustments to reconcile net income to net cash from operating
    activities:Amortization of land use rights


18



73



506Depreciation of property, plant and equipment


6,549



13,831



18,697Amortization of debt issuance costs






487



547Amortization of intangible assets


2,581



8,008



8,149Inventory write-down






5,297



1,370Allowance for doubtful accounts


316



2,839



3,667Expense of in-progress research and development






6,600



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


24



448



(117
)Share-based compensation expense


7,710



8,721



10,238Deferred income taxes


29



(1,469
)


3,971Changes in current asset and liabilities:Increase in accounts receivable


(14,103
)


(60,107
)


(27,068
)Increase in inventories


(7,870
)


(5,702
)


(5,523
)(Increase)/decrease in value added tax receivables


(25
)


(13,232
)


5,063Increase in other receivables


(2,055
)


(1,782
)


(1,491
)Decrease/(increase) in prepayments and deposits


808



(1,326
)


(2,962
)(Increase)/decrease in other assets


(1,739
)


(274
)


120Increase/(decrease) in notes payable


1,693



(1,819
)


(1,809
)Increase in accounts payable


7,064



5,025



6,739Increase/(decrease) in advances from customers


750



(172
)


2,556Increase in salaries payable


747



7,818



3,075Increase in other payables


6,082



7,204



6,186Increase in income taxes payable


5,876



777



5,464Increase in other taxes payable


903



2,202



1,463Increase/(decrease) in other long-term liabilities






782



(5,779
)Net cash generated from operating activities


93,401



92,916



172,250Cash flows from investing activities:Acquisition cost, net of cash received of $397






(211,225
)


Purchase of property, plant and equipment


(30,512
)


(44,440
)


(40,553
)Purchase of land use rights






(251
)


Advances for purchase of plant and equipment


(17,420
)


(26,432
)


(15,932
)Proceeds from disposal of property, plant and equipment


171



6,223



74(Increase)/decrease in restricted cash






(117,542
)


43,137Proceeds from sale of restricted investments


4,310



58,542



134,776Increase in restricted investments


(75,398
)






(189,478
)Repayments/(borrowings) from employees loans, net


64



105



(160
)Net cash used in investing activities


(118,785
)


(335,020
)


(68,136
)Cash flows from financing activities:Repayment of bank loans










(41,928
)Proceeds from bank loans






155,304



54,000Dividends paid


(15,942
)


(19,267
)


(21,598
)Proceeds from exercise of options


9,076



6,166



13,177Proceeds (repaid to) collected for shareholders


(4,794
)






Net cash (used in)/generated from financing activities


(11,660
)


142,203



3,651Net (decrease)/increase in cash and cash equivalents


(37,044
)


(99,901
)


107,765Cash and cash equivalents at beginning of year


219,064



189,045



96,370Effect of exchange rate changes on cash


7,025



7,226



93Cash and cash equivalents at end of year

$
189,045


$
96,370


$
204,228Supplemental schedule of cash flow information:Income taxes paid

$
8,167


$
19,114


$
22,230Interest paid






3,486



2,908Non-cash investing and financing activities:Purchase of property, plant and equipment through payables


1,748



3,550



(2,731
)    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    (c)
    Cash
    and cash equivalents   F-8




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
  (d)
    Restricted
    cash, restricted investments and short-term
    investments          (e)
    Inventories    (f)
    Intangible
    assets with finite life    (g)
    Property,
    plant and equipment, net      ClassificationLand


InfiniteBuildings 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) (Dollars
    in thousands, unless otherwise stated)
  (i)
    Goodwill    (j)
    Impairment
    or disposal of assets          (k)
    Revenue
    recognition  985-605
  
    There is persuasive evidence of an arrangement;
    Delivery has occurred;
    The sales price is fixed or determinable; and
    Collectibility is reasonably assured.  free-on-board
 F-10




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
    (l)
    Value-added
    tax      (m)
    Warranty
    provision    December 31,2007


2008


2009Balance at beginning of year

$
884


$
1,804


$
3,067Warranty liabilities assumed in connection with acquisition of
    DPM






262



Provision made during the year


3,244



4,674



7,399Settlement made during the year


(2,324
)


(3,673
)


(6,294
)Balance at end of year

$
1,804


$
3,067


$
4,172   (n)
    Shipping
    and handling costs    (o)
    Government
    subsidies   F-11




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
  (p)
    Software
    development costs  ASC 985-20,
  (q)
    Research
    and development costs    (r)
    Advertising
    expenses  The Company expenses advertising costs as
    incurred.
  (s)
    Staff
    retirement plan costs    (t)
    Share-based
    compensation    (u)
    Income
    taxes      (v)
    Basic
    and diluted earnings per share   F-12




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
    (w)
    Foreign
    currency transactions        (x)
    Comprehensive
    income    (y)
    Fair
    value disclosures    (z)
    Concentration
    of credit risk         F-13




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
  (aa)
    Recent
    changes in accounting standards  2010-09 2010-09
  810-10-65, 810-10-65 810-10-65
  2010-06,
  No. 2009-13 2009-13). 2009-13 2009-13
 F-14




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
  No. 2009-14 2009-14). 2009-14 2009-14
        3
    Investments in subsidiaries
  Subsidiaries
    Percentage ofOrdinary Share/Place of

RegisteredEstablishment

Capital Held byName of Company

and Operation

the Company

Principal ActivitiesArtema Medical AB

Sweden


100
%

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

The PRC


99.90
%

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

The Netherlands


100
%

Investment holding F-15




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
  Percentage ofOrdinary Share/Place of

RegisteredEstablishment

Capital Held byName of Company

and Operation

the Company

Principal ActivitiesMindray  Distribution and Commercialization of
    Medical Equipment Brazil Ltda.

Brazil


100
%

Marketing of medical equipmentMindray (UK) Limited

United Kingdom


100
%

Sales and marketing of medical equipmentMindray DS USA Inc.

United States
    of Amercia


100
%

Manufacturing and sales of medical equipment 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.

The 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 equipmentMindray Medical USA Corp.

United States
    of America


100
%

Research and development and sales and marketing of medical
    equipment 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. (Nanjing
    Mindray)

The PRC


100
%

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

Indonesia


100
%

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

The PRC


99.9
%

Manufacturing and sales of medical equipment and research and
    development of related products   4
    Acquisition of DPM
   F-16




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
      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       GrossEstimated


CarryingUseful Life


AmountTradename


9 years


$
8,900Completed technology


5 - 7 years



10,500Core technology


7 years



4,400In-Process research & development (Note)


N/A



6,600Customer relationships


12 years



29,900Other intangible assets


N/A



600Total Intangible Assets





$
60,900     Business Combinations
 F-17




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
    For the Years EndedDecember 31,2008

2009(unaudited)

(audited)Net revenue

$
597,056


$
634,183Net income


113,800



139,188Basic earnings per share


1.06



1.28Diluted earnings per share


1.00



1.23     5
    Accounts
    receivable    December 31,2008


2009Balance at beginning of year

$
1,105


$
3,942Allowances made during the year


2,837



3,667Balance at end of year

$
3,942


$
7,609   6
    Inventories    December 31,2008


2009Raw materials

$
22,298


$
24,462Work-in-progress


12,965



14,135Finished goods


22,203



25,921$
57,466


$
64,518    F-18




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
  7
    Property,
    plant and equipment, net    December 31,2008


2009At costLand

$
2,400


$
2,400Buildings and leasehold improvements


60,834



64,000Plant and machinery


27,524



33,365Electronic equipment, furniture and fixtures


32,753



42,862Motor vehicles


1,696



1,749Total


125,207



144,376Less: Accumulated depreciation


(33,087
)


(52,494
)92,120



91,882Construction in progress


34,279



61,844Net book value

$
126,399


$
153,726     8
    Land use
    right, net    December 31,2008


2009CostLand use right in PRC

$
2,944


$
26,505Less: Accumulated amortisation


(223
)


(729
)Net book value

$
2,721


$
25,776    F-19




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
  9
    Intangible
    assets, net    December 31, 2008


December 31, 2009Gross








GrossRange of


Carrying


Accumulated


Net Carrying


Carrying


Accumulated


Net CarryingLives


Amount


Amortization


Amount


Amount


Amortization


AmountTradename


9 years


$
8,900


$
663


$
8,237


$
8,900


$
1,652


$
7,248Completed technology


4-5 years



20,149



5,332



14,817



20,786



9,128



11,658Core technology acquired


3-11 years



9,220



3,203



6,017



9,239



4,236



5,003 self-developed software


3-5 years



2,580







2,580



7,225







7,225Customer relationship


12 years



29,872



1,661



28,211



29,892



4,147



25,745Other intangible assets


indefinite



7,142







7,142



7,186







7,186Total





$
77,863


$
10,859


$
67,004


$
83,228


$
19,163


$
64,065     2010

$
9,4362011


8,9232012


8,9232013


7,1992014


5,7772015 and thereafter


16,621$
56,879   10
    Goodwill    PatientMonitoringand Life


In-Vitro


MedicalSupport


Diagnostic


ImagingDevices


Products


Systems


Others


TotalBalance as of December 31, 2007

$
6,700


$
4,891


$
4,897


$
260


$
16,748Goodwill acquired during the year


96,327















96,327Foreign currency translation


464



338



339



18



1,159Balance 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


$
115,053  F-20




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
  11
    Bank
    loans    December 31, 2008


December 31, 2009Pledged


Outstanding


Pledged


OutstandingCash and


Loan


Cash and


LoanInvestments


Balance


Investments


BalanceBank of China (Hong Kong) Limited (BOCHK)

$
141,400


$
141,900


$
114,473


$
110,000Hongkong and Shanghai Bank Corporation (HSBC)


15,091



15,107







5,000Bank of China (BOC)










53,784



54,128156,491



157,007



168,257



169,128Less:Non-current portion










(66,000
)


(66,000
)Current portion

$
156,491


$
157,007


$
102,257


$
103,128   3-month
  3-month
    3-month
 F-21




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
  3-month
      12
    Notes
    payable  December 31,2008


2009Notes payable

$
7,449


$
5,647     13
    Other
    payables    December 31,2008


2009Accrued tender expenses

$
1,090


$
3,431Accrued construction cost


15,433



16,062Accrued operating expenses


8,572



9,356Accrued professional fees


6,468



6,211Advance subsidies


4,756



4,919Commission payable


297



725Guarantee deposits from distributors


3,831



6,788Interest payable


1,364



3,830Warranty provision


3,067



4,172Other taxes payable


855



684Others


1,178



414$
46,911


$
56,592  F-22




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
  14
    Capital
    structure      Regulation S-X
  15
    Share-based
    compensation plan  Stock
    options
           F-23




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
    December 31,Year of Issue

2007

2008

2009Risk-free interest rate

4.6% to 5.2%

4.4% to 4.5%

2% to 2.8%Expected life

4.2 to 6.6 years

4.3 to 6.6 years

5.2 to 6.0 yearsAssumed volatility

28.5% to 30.0%

28.6% to 28.7%

38.1% to 40.0%Expected dividends

3.0%

2.1% to 2.2%

1.0% to 2.0%Fair value on grant date

$7.11 to $10.68

$7.83 to $11.03

$5.76 to $10.63       WeightedAverageExerciseOptions

Price$Outstanding as of January 1, 2009


10,503,910



14.82Granted


55,700



23.89Cancelled pursuant to the stock options exchange program


(2,798,538
)


31.19Granted pursuant to the stock options exchange program


2,212,337



20.50Exercised


(1,719,787
)


7.68Forfeited


(615,373
)


20.59Outstanding as of December 31, 2009


7,638,249          F-24




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
    Options Outstanding

Options ExercisableWeighted-







Weighted-Weighted-

average





Weighted-

averageaverage

remaining

Average



average

remaining

AverageNumber

exercise

contractual

Intrinsic

Number

exercise

contractual

IntrinsicRange of exercise price

of options

price

term (years)

Value

of options

price

term (years)

Value$



$



$



$$5.00


2,971,481



5.00



4.15



85,400,364



1,766,606



5.00



4.15



50,772,256$11.00  $18.34


2,422,441



11.18



4.72



54,659,458



1,835,331



11.13



4.69



41,499,417$20.50  $29.30


2,209,386



20.98



5.45



28,168,270



660,006



20.97



5.43



8,427,922$35.31  $40.20


13,483



38.80



5.78



(68,224
)


8,233



38.80



5.78



(41,659
)Total


7,616,791



11.66



4.71



168,159,868



4,270,176



10.17



4.58



100,657,936     Restricted
    shares
            WeightedAverageGrant DateShares

Fair Value$Nonvested as of January 1, 2009


16,500



38.48Granted


26,205



18.34Vested


(14,135
)


22.65Forfeited






Nonvested as of December 31, 2009


28,570



27.84  F-25




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
      16
    Basic and
    diluted earnings per share    Years Ended December 31,2007


2008


2009Numerator for calculation of basic and diluted earnings per shareNet income

$
78,043


$
108,687


$
139,188Denominator:Weighted average number of ordinary shares for the calculation
    of basic earnings per share


106,328,347



107,366,250



108,567,305Effect of dilutive potential ordinary shares attributable to
    share options and restricted shares


6,350,637



5,998,506



4,458,470Weighted average number of ordinary shares for the calculation
    of diluted earnings per share


112,678,984



113,364,756



113,025,775     17
    Other
    income, net  Years Ended December 31,2007


2008


2009Income from early termination of contract (note a)

$



$



$
14,058Government and other subsidies


717



562



11,690Service fee (note b)






2,721



342Income from investments






821



Gain on investment


1,572



479



Others, net


68



335



(565
)Other income

$
2,357


$
4,918


$
25,525     (a)
    
    The Company recorded an one-time income of $14.0 million
    resulting from a mutually agreed upon termination of a joint
    development and OEM chemical analyzer project between the
    Company and Beckman Coulter, Inc. The agreement resulted from
    changes in business strategy by Beckman Coulter, Inc. after it
    acquired the Olympus Diagnostic division. There are no ongoing
    obligations of either party and no joint business relationships
    in respect of this agreement. F-26




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
   (b)
    
    Service fee received during the year ended December 31,
    2008 represents a manufacturing fee for transitional services
    agreement related to the DPM acquisition.  18
    Staff
    retirement plan      19
    Income
    taxes    Years Ended December 31,2007


2008


2009Current taxes

$
14,014


$
18,417


$
24,793Deferred taxes charge (credit)


29



(1,469
)


3,971Total income taxes expenses

$
14,043


$
16,948


$
28,764              F-27




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
        December 31,2008


2009Deferred tax assets are analyzed as:Accrued compensation

$
610


$
522Accrued intercompany loan interest


1,712



3,481Acquired intangible assets


3,010



3,798Bad debt provision


519



852Depreciation of property, plant and equipment


1,834



612Government subsidies


484



518Inventory written down


237



133Sales incentive and warranty accruals


675



925Tax loss


470



7,676Others






264Valuation allowance


(4,702
)


(14,674
)$
4,849


$
4,107Deferred tax liabilities are analyzed as:Acquired intangible assets

$
(3,773
)

$
(7,002
)Total

$
1,076


$
(2,895
)   December 31,2008


2009Deferred tax assets are analyzed as:Current

$
1,812


$
Non  current






2,3381,812



2,338Deferred tax liabilities are analyzed as:Current






(1,499
)Non-current


(736
)


(3,734
)Total

$
1,076


$
(2,895
)   -
 F-28




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
    2008


2009Balance at January 1

$
106


$
4,702Current period addition


4,596



9,972Balance at December 31

$
4,702


$
14,674       Years Ended December 31,2007


2008


2009Income before income taxes

$
92,086


$
125,635


$
167,952PRC enterprise income tax rate


15
%


15
%


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


13,813



18,845



25,193Effect of net income for which no income tax benefit/expense is
    receivable/payable


128



1,809



5,650Effect of foreign income tax rate






(2,261
)


(6,784
)Change in PRC income tax rate


780



(836
)


(48
)Employee share-based compensation


1,157



1,308



1,650Non-taxable VAT refund






(3,272
)


(3,711
)Additional deduction on R&D expenses


(1,695
)


(3,320
)


(3,158
)Under (over) provision of income tax expense in prior years


(246
)


79



Valuation allowance


106



4,596



9,972Total income taxes expense

$
14,043


$
16,948


$
28,764       20
    Commitments
    and contingencies  (a)
    Lease
    commitments   F-29




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
    Years ended December 31,2010

$
6,7802011


5,3502012


4,7402013


3,9652014


3,6582015 and thereafter


8,275$
32,768   (b)
    Capital
    commitments    (c)
    Contingencies      21
    Distribution
    of profits     F-30




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
  22
    Segment
    reporting        PatientMonitoringand


In-Vitro


MedicalLife Support


Diagnostic


ImagingFor the Years Ended December 31,

Products


Products


Systems


Others


Total2009Net 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


$
296,9542007Net revenues

$
106,553


$
91,767


$
91,522


$
4,454


$
294,296Cost of revenues


(44,243
)


(44,299
)


(36,181
)


(8,045
)


(132,768
)Gross profit

$
62,310


$
47,468


$
55,341


$
(3,591
)

$
161,528  F-31




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
  Geographic
    disclosures
    Years Ended December 31,2007


2008


2009Net sales:PRC

$
145,493


$
234,454


$
292,607United States


17,639



89,746



105,259Other countries


131,164



223,327



236,317Total consolidated net revenues

$
294,296


$
547,527


$
634,183     As at December 31,2008


2009Long-lived assetsPRC

$
95,140


$
143,491United States of America


29,763



30,575Other countries


4,217



5,436Total consolidated assets

$
129,120


$
179,502     Major
    customers
    23
    Subsequent
    Events     F-32




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    THE FINANCIAL STATEMENTS  (Continued) (Dollars
    in thousands, unless otherwise stated)
       F-33




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITEDSCHEDULE I  CONDENSED
    FINANCIAL INFORMATION OF REGISTRANT
    CONDENSED STATEMENTS OF OPERATIONS (Dollars
    in thousands, except for share and per share data)
  Years Ended December 31,2007


2008


2009Net revenues

$



$




Cost of revenues










Operating expenses:General and administrative expenses


(9,970
)


(12,566
)


(15,129
)Loss from operations


(9,970
)


(12,566
)


(15,129
)Other income, net


1,649



496



Dividend income










Interest income


5,531



1,108



(552
)Loss before income taxes and equity earnings of subsidiaries

$
(2,790
)

$
(10,962
)

$
(15,681
)Provision for income taxes










Equity in earnings of subsidiaries


80,833



119,649



154,869Net income

$
78,043


$
108,687


$
139,188Basic earnings per share

$
0.73


$
1.01


$
1.28Diluted earnings per share

$
0.69


$
0.96


$
1.23Share used in computation of:Basic earnings per share


106,328,347



107,366,250



108,567,305Diluted earnings per share


112,678,984



113,364,756



113,025,775  F-34




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  SCHEDULE I 
    CONDENSED FINANCIAL INFORMATION OF REGISTRANT
    CONDENSED BALANCE SHEETS (Dollar
    in thousands, except for share)
  2008


2009ASSETS:Current assets:Cash and cash equivalents

$
15,387


$
12,046Short-term investment


91



91Loan to subsidiaries/affiliates


173,377



237,894Other receivable


530



552Prepayment


206



Total current assets

$
189,591


$
250,583Investment in subsidiaries


276,165



397,265$
465,756


$
647,848LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Other payable

$
6,863


$
5,865Other taxes payable






1,434Shareholders equity:Ordinary shares (HK$0.001 par value,
    5,000,000,000 shares authorized: 107,663,703 shares
    and 109,390,440 shares for issued and outstanding for
    December 31, 2008 and 2009, respectively)

$
14


$
14Other shareholders equity


458,879



640,535Shareholders equity


458,893



640,549Total liabilities and shareholders equity

$
465,756


$
647,848  F-35




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  SCHEDULE I 
    CONDENSED FINANCIAL INFORMATION OF REGISTRANT
    CONDENSED STATEMENTS OF CASH FLOWS (Dollars
    in thousands)
  Years Ended December 31,2007


2008


2009Net cash used in operating activities

$
(72,464
)

$
(59,864
)

$
5,080Net cash used in investing activities


(63
)






Net cash used in financing activities


(6,865
)


(13,101
)


(8,421
)Net decrease in cash and cash equivalents

$
(79,392
)

$
(72,965
)

$
(3,341
)Cash and cash equivalents at beginning of year

$
167,744


$
88,352


$
15,387Cash and cash equivalents at end of year

$
88,352


$
15,387


$
12,046Non-cash investing activity:Issuance of common stock for acquisition of minority interests
    of Shenzhen Mindray

$



$



$
  F-36