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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, 2007ORo

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
  s
  þ o
  o þ
  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     Rule 12b-2 o þ
  o þ




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##### 





TABLE OF
    CONTENTS
   
 PageINTRODUCTION


1PART I


3ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
    ADVISERS


3ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE


3ITEM 3.

KEY INFORMATION


3ITEM 4.

INFORMATION ON THE COMPANY


24ITEM 4A.

UNRESOLVED STAFF COMMENTS


48ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS


48ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES


65ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY
    TRANSACTIONS


75ITEM 8.

FINANCIAL INFORMATION


75ITEM 9.

THE OFFER AND LISTING


76ITEM 10.

ADDITIONAL INFORMATION


77ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


85ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY
    SECURITIES


86PART II


87ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND
    DELINQUENCIES


87ITEM 14.

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


87ITEM 15.

CONTROLS AND PROCEDURES


87ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT


89ITEM 16B.

CODE OF ETHICS


89ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES


89ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
    COMMITTEES


90ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
    AFFILIATED PURCHASERS


90ITEM 17.

FINANCIAL STATEMENTS


90ITEM 18.

FINANCIAL STATEMENTS


90ITEM 19.

EXHIBITS


91EX-8.1 List of SubsidiariesEX-11.1 Code of Business Conduct.EX-12.1 Certification of Co-Chief Executive Officer pursuant to Rule 13a-14(a)EX-12.2 Certification of Co-Chief Executive Officer pursuant to Rule 13a-14(a)EX-12.3 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)EX-13.1 Certification pursuant to Rule 13a-14(b)EX-23.1 Consent of Deloitte Touche Tohmatsu CPA Ltd.   i




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INTRODUCTION    
    we, us, our company,
    our, Mindray International and
    Mindray refer to Mindray Medical International
    Limited, and its consolidated subsidiaries, including 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, $ or
    US$ 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;
    PRC GAAP refers to accounting principles and the
    relevant financial regulations applicable to
    PRC enterprises; and
    U.S. GAAP refers to generally accepted accounting
    principles in the United States.  Form 20-F
    FORWARD-LOOKING
    STATEMENTS
  Form 20-F
  
    our goals and strategies;
    our future business development, financial condition and results
    of operations;
    the expected growth of the medical device market in China and
    internationally;
    our expansion plans, including our recently completed
    acquisition of Datascopes patient monitoring device
    business and related integration plans;
    relevant government policies and regulations relating to the
    medical device industry;
    market acceptance of our products;
    our expectations regarding demand for our products; 1




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
    our ability to expand our production, our sales and distribution
    network and other aspects of our operations, including our sales
    and service offices in Amsterdam, Frankfurt, Istanbul, London,
    Mexico City, Moscow, Mumbai, Paris, Sao Paulo, Seattle, Toronto,
    Vancouver, our planned sales and service offices in Jakarta and
    Milan, our manufacturing facility in Shenzhen, and our planned
    new research and development and manufacturing facility in
    Nanjing;
    our ability to stay abreast of market trends and technological
    advances;
    our ability to effectively protect our intellectual property
    rights and not infringe on the intellectual property rights of
    others;
    our plan to launch several new products in 2008;
    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.      Market
    Data and Forecasts
       2




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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.
   3




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For the Year Ended December 312003


2004


2005


2006


2007


2007RMB


RMB


RMB


RMB


RMB


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


460,254



697,837



1,078,573



1,514,981



2,230,937



305,834Cost of revenues(1)


(210,565
)


(319,013
)


(493,326
)


(687,484
)


(1,006,459
)


(137,973
)Gross profit


249,689



378,824



585,247



827,497



1,224,478



167,861Operating expenses:Selling expenses(1)


(61,322
)


(92,177
)


(146,499
)


(211,858
)


(311,437
)


(42,694
)General and administrative expenses(1)


(35,808
)


(32,340
)


(112,082
)


(76,010
)


(91,105
)


(12,489
)Research and development expenses(1)


(39,781
)


(61,604
)


(106,147
)


(149,141
)


(215,205
)


(29,502
)Expense of in-progress research and development














(31,835
)






Other general expenses














202



(181
)


(25
)Operating income


112,778



192,703



220,519



358,855



606,550



83,151Other income


1,934



1,405



9,462



8,497



19,902



2,728Other expenses


(16
)


(1,366
)


(252
)


(2,481
)


(2,032
)


(278
)Interest income


531



3,087



3,854



27,890



73,726



10,107Interest expense


(2,815
)


(3,324
)


(2,019
)


(462
)


(87
)


(12
)Income before income taxes and minority interests


112,412



192,505



231,564



392,299



698,059



95,696Provision for income taxes


(7,624
)


(10,758
)


(18,066
)


(24,057
)


(106,454
)


(14,594
)Minority interests










(8,409
)


(6,456
)






Net income


104,788



181,747



205,089



361,786



591,605



81,102Deemed dividend on issuance of convertible redeemable preferred
    shares at a discount










(14,031
)










Income attributable to ordinary shareholders(2)


104,788



181,747



191,058



361,786



591,605



81,102Basic earnings per share


RMB1.22



RMB2.11



RMB2.31



RMB4.16



RMB5.56


US$
0.76Diluted earnings per share


RMB1.22



RMB2.11



RMB2.31



RMB3.75



RMB5.25


US$
0.72Shares used in computation of:Basic earnings per share


86,000,000



86,000,000



82,790,427



87,066,163



106,328,347



106,328,347Diluted earning per share


86,000,000



86,000,000



82,790,427



96,370,084



112,678,984



112,678,984   4




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As of December 31,2006


2007RMB


RMB


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


1,709,596



1,379,009



189,045Working capital(3)


1,631,060



1,730,212



237,191Total assets


2,557,123



3,258,599



446,714Total liabilities


374,207



530,251



72,691Minority interests


11



11



2Total shareholders equity


2,182,915



2,728,348



374,022     (1)
    
    Share-based compensation changes incurred during the period
    related to:  For the Year Ended December 31,2003

2004

2005

2006

2007

2007RMB

RMB

RMB

RMB

RMB

US$(In thousands)Cost of revenues










268



614



2,023



277Selling expenses










8,576



6,372



21,081



2,890General and administrative expenses










59,014



12,195



16,919



2,319Research and development expenses










3,071



6,873



18,428



2,526     (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.  Exchange
    Rate Information
   5




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Average(1)


High


Low


Period-EndRMB per U.S. $1.002004


8.2768



8.2774



8.2764



8.27652005


8.1940



8.2765



8.0702



8.07022006


7.9579



8.0702



7.8041



7.80412007


7.5806



7.8127



7.2946



7.2946December


7.3682



7.4120



7.2946



7.29462008January


7.2405



7.2946



7.1818



7.1818February


7.1644



7.1973



7.1100



7.1115March


7.0722



7.1110



7.0105



7.0120April


6.9991



7.0185



6.9840



6.9870May


6.9725



7.0000



6.9377



6.9400June (through June 26)


6.9034



6.9633



6.8630



6.8630     (1)
    
    Annual averages are calculated from month-end rates. Monthly
    averages are calculated using the average of the daily rates
    during the relevant period.  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.
      
    accurately assess technology trends and customer needs and meet
    market demands; 6




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
    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;
    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
    depend on distributors for a significant portion of our revenues
    and will rely on adding distributors both in China and
    internationally for a significant portion of our revenue growth.
    Failure to maintain relationships with our distributors or to
    otherwise expand our distribution network would materially and
    adversely affect our business.
    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;
    fail to provide proper training, repair and service to our
    end-users; or
    violate the anti-corruption laws of China, the United States or
    other countries.     7




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anti-corruption
  We may
    undertake acquisitions, which may have a material adverse effect
    on our ability to manage our business, and may end up being
    unsuccessful.
      
    integrating operations, services and personnel;
    unforeseen or hidden liabilities;
    the diversion of resources from our existing businesses and
    technologies;
    our inability to generate sufficient revenue and net income to
    offset the costs of acquisitions;
    potential loss of, or harm to, relationships with employees or
    customers, any of which could significantly disrupt our ability
    to manage our business and materially and adversely affect our
    business, financial condition and results of operations;
    coordinating sales and marketing efforts to effectively
    communicate our capabilities to our customers;
    integrating and managing our distribution network and
    Datascopes patient monitoring device direct sales force;
    retaining senior management and key sales and marketing and
    research and development personnel and attracting and retaining
    other skilled research staff and mid-level personnel;
    incompatibility of corporate cultures;
    increased exposure to legal liabilities due to the acquisition
    of Datascopes patient monitoring device business, which
    has significant operations under United States jurisdiction;
    preserving important customer and supplier relationships of both
    companies and resolving potential conflicts that may arise; 8




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
    demonstrating to customers that the acquisition will not result
    in adverse changes in client service standards or business focus
    and assisting customers conduct business successfully with the
    combined company;
    consolidating and rationalizing corporate, information
    technology and administrative infrastructures;
    integrating and documenting processes and controls in
    conformance with the requirements of the
    Sarbanes-Oxley
    Act of 2002, or the Sarbanes-Oxley Act; and
    operating at multiple sites in China, the United States, Europe,
    and the rest of the world.      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;
    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; 9




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
    potentially adverse tax consequences; and
    inability to effectively enforce contractual or legal rights.  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, which
    would materially and adversely affect our financial condition
    and results of operations, as well as damage our reputation and
    brand.
        We
    depend on our key personnel, and our business and growth may be
    severely disrupted if we lose their services.
     10




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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.
    
    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;
    stronger brand recognition; and
    larger sales and distribution networks.       11




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We
    currently rely on two manufacturing, assembly and storage
    facilities for our products and are developing two additional
    facilities. Any disruption to our current manufacturing
    facilities or in the development of these new 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.
    Failure
    to 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; 12




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
    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
    generate a significant portion of our revenues from a small
    number of products, and a reduction in demand for any of these
    products could materially and adversely affect our financial
    condition and results of operations.
    If we
    fail to protect our intellectual property rights, it could harm
    our business and competitive position.
           13




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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;
    seek licenses from third parties;
    pay ongoing royalties;
    redesign our products; or
    be restricted by injunctions,    Unauthorized
    use of our brand name by third parties, and the expenses
    incurred in developing and preserving the value of our brand
    name, may adversely affect our business.
   14




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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.
      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.
   15




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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.
    
    the loss of key customers;
    changes in pricing policies by us or our competitors;
    variations in the purchasing cycles of our customers;
    the length of our sales and delivery cycle;
    the timing and market acceptance of new product introductions by
    us or our competitors;
    the timing of receipt of government incentives;
    changes in the industry operating environment;
    changes in government policies or regulations, including
    anti-commercial bribery laws and SFDA approval procedures for
    new products, or their enforcement; and
    a downturn in general economic conditions in China or
    internationally.      If we
    experience a significant number of warranty claims, our costs
    could substantially increase and our reputation and brand could
    suffer.
   16




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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.
       17




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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.    We may
    become a passive foreign investment company, or PFIC, which
    could result in adverse United States federal income tax
    consequences to U.S. holders.
        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.
   18




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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.
    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.
   19




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Our
    failure to obtain the prior approval of the China Securities
    Regulatory Commission, or the CSRC, of the listing and trading
    of our ADSs on the New York Stock Exchange could have a material
    adverse effect on our business, operating results, reputation
    and trading price of our ADSs.
      Form F-1 www.sec.gov.
  and/or
  Recent
    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.
   20




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We
    rely principally 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
    revenues effectively.
   21




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Fluctuations
    in exchange rates could result in foreign currency exchange
    losses.
        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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Any
    future outbreak of severe acute respiratory syndrome or avian
    flu in China, or similar adverse public health developments, may
    severely disrupt our business and operations.
   23




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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.
  Recent
    Developments
      B.
    Business
    overview.  Overview
   24




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Products
       25




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Clearances/Business Segment

Key Products

Description

MarksBeneview

T8/T6

High-end patient monitoring device; up to three independent
    displays on a 17 color display; eight waveform display;
    13 module slots for flexible configuration; built-in
    recorder; networkable; 120-hour graphic and tabular parameter
    trends; portable.

CE/TUVPatient Monitoring and Life
    Support Products

PM-8000
    Series

8.4 color display with 8 waveforms; arrhythmia analysis;
    pacemaker detection; built-in recorder; networkable,
    96-hour
    graphic and tabular parameter trends; portable

CE, TUV, FDAPM-9000
    Series

Same as above, but uses a 10.4 or 12.1 color display

CE, TUV, FDA
    (PM-9000
    Express only)VS-800

Vital signs monitor; adjustable audible and visual alarms;
    central station networking; removable and rechargeable battery;
    up to 10-hour working time.

CE, FDAHypervisor
    VI

Central monitoring system; optional dual-screen to display
    maximum 32-bed information; maximum 64-patient monitoring by
    telemetry system; LAN or wireless LAN networking; bi-directional
    communication between bedside monitors and central station;
    large storage capacity:
    72-hour full
    disclosure waveform review,
    240-hour
    trend table review, 720 alarm records and 20,000 patient
    records.

CE, TUV, FDAWA10
    EX50/EX60

Anesthesia machine; dual-flow tubes for oxygen and nitrogen
    dioxide and air; selectable ventilation modes; automatic volume
    compensation; built-in carbon dioxide measurement; 8.4
    color screenBC-5500

Hematology analyzer; five-part differential, 27 parameters,
    two histograms plus two scatter grams; fully-automated; two
    counting modes; up to 80 samples per hour; optional autoloader;
    large TFT touch screen; storage capacity up to 40,000 samples.

CEIn-Vitro Diagnostic Products

BC-2800

Hematology analyzer; 3-part differential; 19 parameters;
    fully-automated; automatic diluting, lyzing, mixing, rinsing and
    clog clearing of samples; storage for 10,000 samples; built-in
    thermal recorder; up to 30 samples per hour; color display

CE, TUV 26




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##### Table of Contents



Clearances/Business Segment

Key Products

Description

MarksBC-3000
    Series

Same as above, except storage for 35,000 samples; up to 60
    samples per hour

CE, TUV, FDA
    (BC-3200
    only)BS-400

Biochemistry analyzer; fully-automated; automatic probe
    cleaning, liquid level detection, collision protection and
    dilution; up to 400 tests per hour; up to 77 on-board
    chemistries; three independent probes; refrigerated reagent
    compartment.

CEBS-200

Biochemistry analyzer; fully-automated; discrete, random access;
    up to 40 positions for samples and reagents respectively;
    automatic probe cleaning, liquid level detection, collision
    protection; reversed optic system with eight wavelengths.

CE, FDAM5

Our first color mobile ultrasound imaging product; weights
    approximately 13 pounds; tissue harmonic imaging for better
    contrast and spatial resolutions; image homogenization up to
    30 cm deep; panoramic imaging and trapezoidal imaging;
    spatial compounding imaging technology.

CE, FDA, MDLDC-6/DC-6Expert

Mobile (with roll-cart); multi-purpose  abdomen,
    urology, gynecology, cardiology, obstetrics, small parts,
    orthopedics; color monitor; multi-language interface; digital
    imaging; DVD recorder.

CE, FDA
    (DC-6 only)BS-300

Biochemistry analyzer; fully-automated; automatic probe
    cleaning, liquid level detection, collision protection and
    dilution; up to 300 tests per hour, up to 50 on-board
    chemistries; three independent probes; refrigerated reagent
    compartment

CE, TUVMedical Imaging Systems

DP-8800
    Series

Mobile (with roll-cart); multi-purpose  abdomen,
    urology, gynecology, obstetrics, small parts, orthopedics;
    14 monitor,
    multi-language
    interface; digital imaging

CE, TUVDP-9900
    Series

Same as DP-8800, plus tissue harmonic imaging and tissue
    specialty imaging

FDA, CE, TUV
    (DP-9900
    only)DP-6600

Portable; multi-purpose; 10 monitor; digital imaging

FDA, CE, TUV  27




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##### Table of Contents



Business Segment

Products

DescriptionPatient Monitoring and Life Support Products

Beneview
    T5

Lower-end version of our Beneview T8/T6 patient monitoring
    devicesIn-Vitro Diagnostic Products

BC-5300

Lower-end version of our BC-5500 five-part hematology analyzerBS-100

Lower-end version of our BS-200 biochemistry analyzerMedical Imaging Systems

DC-3

Lower-end version of our DC-6 color Doppler ultrasound imaging
    systemM-5

Our first portable color Doppler ultrasound imaging system     Business Segment

Products

DescriptionPatient Monitoring and Life Support Products

iPM Monitor

New generation mid-end patient monitoring deviceBeneheart
    WATO

Our first defibrillator
    High-end anesthesia machineEX-55/EX-65In-Vitro Diagnostic Products

BC-5300/5380

Lower-end version of our BC-5500 five-part hematology analyzerBS-380/BS-390

High-end version of our BS-300 biochemistry analyzer;Diagnostic Imaging Systems

DC-3

Lower-end version of our DC-6 color Doppler ultrasound imaging
    systemDR-50/DR-51

Our first digital radiography systems   Patient
    monitoring and life support products
       28




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In-vitro
    diagnostic products
    Hematology analyzers.
  Biochemistry analyzers.
   29




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##### Table of Contents



Medical
    imaging systems
      Distribution,
    Direct Sales and Marketing
    Distribution
  Exclusive distributors.
   30




---



##### Table of Contents



Non-exclusive distributors.
  Performance review.
  Direct
    Sales
      Marketing
  on-site
  Customers
   31




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##### Table of Contents



Our distributors.
  ODM and OEM customers.
  Hospital and government agency customers.
  Customer
    Support and Service
    End-User Support and Service. 24-hour on-site on-site
  Distributor Support and Service.
 32




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##### Table of Contents



International Sales and Support.
    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 reduces 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 33




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manufacturing and assembly workflow. We believe this increases
    employee efficiency, with employees required to learn to
    manufacture or assemble fewer components, and reduces our
    training costs.          just-in-time
     34




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Intellectual
    Property
           35




---



##### Table of Contents



Competition
          Patient Monitoring and Life Support
    Products.
  In-Vitro Diagnostic Products.
 36




---



##### Table of Contents



Medical Imaging Systems.
      Seasonality
    Insurance
     37




---



##### Table of Contents



Facilities
  Hi-tech Industrial
    Legal
    Proceedings
    Regulation
    China
  Classification
    of Medical Devices
     38




---



##### Table of Contents



PM-8000
  Production
    Permit
      Distribution
    License
    Registration
    Requirement
     39




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##### 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;
    the imposition of operating restrictions, partial suspension or
    complete shutdown of production; and
    criminal prosecution.  Radio
    Transmission Equipment Type Approval Certificate
    China
    Compulsory Certification Requirements
   40




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##### Table of Contents



Software
    Enterprise Designation
    United
    States
    FDA
    premarket clearance and approval requirements
  M-5
  510(k)
    clearance pathway
    and/or
   41




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##### Table of Contents



Premarket
    approval pathway
      Continuing
    FDA regulation
    
    quality system regulation, or QSR, which requires manufacturers
    to follow design, testing, control, documentation and other
    quality assurance procedures during the manufacturing process,
    otherwise known as Good Manufacturing Practices, or GMPs;
    labeling regulations, which prohibit the promotion of products
    for unapproved or off-label uses and impose other
    restrictions on labeling; and
    medical device reporting regulations, which require that
    manufacturers report to the FDA if their device may have caused
    or contributed to a death or serious injury or malfunctioned in
    a way that would likely cause or contribute to a death or
    serious injury if it were to recur.    
    fines, injunctions, and civil penalties;
    recall or seizure of our products;
    operating restrictions, partial suspension or total shutdown of
    production;
    refusing our request for 510(k) clearance or premarket approval
    of new products;
    withdrawing 510(k) clearance or premarket approvals that are
    already granted; and
    criminal prosecution.  European
    Union
     42




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##### Table of Contents



Other
    National and Provincial Level Laws and Regulations in
    China
      Foreign
    Exchange Control and Administration
    
    The Foreign Currency Administration Rules (1996), as
    amended; and
    The Administration Rules of the Settlement, Sale and Payment of
    Foreign Exchange (1996), or the Administration Rules.        Regulation
    of Foreign Exchange in Certain Onshore and Offshore
    Transactions
   43




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##### Table of Contents




    prior to establishing or assuming control of an offshore company
    for the purpose of financing that offshore company with assets
    or equity interests in an onshore enterprise in the PRC, each
    PRC resident, whether a natural or legal person, must complete
    the overseas investment foreign exchange registration procedures
    with the relevant local SAFE branch;
    an amendment to the registration with the local SAFE branch is
    required to be filed by any PRC resident that directly or
    indirectly holds interests in that offshore company upon either
    (1) the injection of equity interests or assets of an
    onshore enterprise to the offshore company or (2) the
    completion of any overseas fund raising by such offshore
    company; and
    an amendment to the registration with the local SAFE branch is
    also required to be filed by such PRC resident when there is any
    material change in the capital of the offshore company and not
    related to inbound investment, such as (1) an increase or
    decrease in its capital, (2) a transfer or swap of shares,
    (3) a merger or divesture, (4) a long-term equity or
    debt investment or (5) the creation of any security
    interests over the relevant assets located in China.  Moreover, Notice 75 applies retroactively.
      Regulation
    of Overseas Listings
   44




---



##### Table of Contents



Form F-1 www.sec.gov.
    Dividend
    Distributions
      C.
    Organizational
    Structure.   45




---



##### Table of Contents



46




---



##### Table of Contents



D.
    Property,
    Plant and Equipment.     47




---



##### Table of Contents



Location
    
    General Character and Use of
    PropertyShenzhen, China
    
    193,000 square feet, used for corporate headquarters, also
    used as a research and development center.Shenzhen, China
    
    280,000 square feet, used as production site, where we
    manufacture assemble and test our products; we also conduct some
    research and development at this facility.Shenzhen, China
    
    820,000 square feet; we have currently expanded into this
    new facility, used for manufacturing, assembly and test
    products, we also conduct some research and development at this
    facility.Seattle, Washington
    
    used for product development targeted toward the U.S. and
    developed country markets.Beijing, China
    
    10,697 square feet, used as research and development center.Shenzhen, China
    
    used for sales and marketing.    ITEM 4A.
    UNRESOLVED
    STAFF COMMENTS    ITEM 5.
    OPERATING
    AND FINANCIAL REVIEW AND PROSPECTS  Form 20-F.
  A.
    Operating
    Results.  Overview
  in-vitro
     48




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##### Table of Contents



Pricing
        Revenues
   49




---



##### Table of Contents



Patient Monitoring and Life Support
    Products.
  In-Vitro Diagnostic Products.
  Medical Imaging Systems.
    anti-bribery
 50




---



##### Table of Contents



cost-effective
    
    the level of acceptance of our products among hospitals and
    other healthcare facilities;
    our ability to attract and retain distributors;
    new product introductions by us and our competitors;
    our ability to maintain prices for our products at levels that
    provide favorable margins; and
    our ability to expand into new international markets.    Cost
    of Revenues
      start-up
 51




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##### Table of Contents



Gross
    Profit and Gross Margin
    Operating
    Expenses
    Selling
    Expenses
        General
    and Administrative Expenses
   52




---



##### Table of Contents



Research
    and Development Expenses
    Employee
    Share-Based Compensation Expenses
          2005


2006


2007


2007(In RMB thousands)


(US$)Cost of revenues


268



614



2,023



277Selling expenses


8,576



6,372



21,081



2,890General and administrative expenses


59,014



12,195



16,919



2,319Research and development expenses


3,071



6,873



18,428



2,526    53




---



##### Table of Contents



Other
    Income (Expense)
    Taxes
    and Incentives
               54




---



##### Table of Contents



Results
    of Operations
    Year Ended December 31,2005

2006

2007% of



% of





% ofTotal



Total





TotalNet



Net





NetAmount

Revenues

Amount

Revenues

Amount

Amount

RevenuesRMB



RMB

RMB

RMB

US$(In thousands, except percentages)Net Revenues


1,078,573



100.0
%


1,514,981



100.0
%


2,230,937



305,843



100.0
%Cost of Revenues(1)


(493,326
)


45.7



(687,484
)


45.4



(1,006,459
)


(137,973
)


45.1Gross profit


585,247



54.3



827,497



54.6



1,224,478



167,861



54.9Operating expenses:Selling expenses(1)


(146,499
)


13.6



(211,858
)


14.0



(311,437
)


(42,694
)


14.0General and administrative expenses(1)


(112,082
)


10.4



(76,010
)


5.0



(91,105
)


(12,498
)


4.1Research and development expenses(1)


(106,147
)


9.8



(149,141
)


9.8



(215,205
)


(29,502
)


9.6Expenses of in-progress research and development










(31,835
)


2.1











Other general expenses










202







(181
)


(25
)


0.0Total operating expenses


(364,728
)


33.8



(468,642
)


30.9



(617,928
)


(84,710
)


27.7Operating income


220,519



20.4



358,855



23.7



606,550



83,151



27.2Other income (expense)(2)


11,045



1.0



33,444



2.2



91,508



12,545



4.1Income before income taxes and minority interests


231,564



21.5



392,299



25.9



698,059



95,696



31.3Provision for income taxes


(18,066
)


1.7



(24,057
)


1.6



(106,454
)


(14,594
)


(4.8
)Minority interests


(8,409
)


0.8



(6,456
)


0.4











Net income


205,089



19.0
%


361,786



23.9
%


591,605



81,102



26.5
%     (1)
    
    Share-based compensation charges incurred during the period
    related to:  Year Ended December 31,2005

2006

2007% of



% of





% ofTotal Net



Total Net





Total NetAmount

Revenues

Amount

Revenues

Amount

Amount

RevenuesRMB



RMB



RMB

US$(In thousands)Cost to revenues


268



0.0
%


614



0.0
%


2,023



277



0.09
%Selling expenses


8,576



0.8
%


6,372



0.4
%


21,081



2,890



0.94
%General and administrative expenses


59,014



5.5
%


12,195



0.8
%


16,919



2,319



0.76
%Research and development expenses


3,071



0.3
%


6,873



0.5
%


18,428



2,526



0.83
%     (2)
    
    Other income (expense) is the sum of the line items other
    income, net plus interest income less
    interest expense from our consolidated financial
    statements. 55




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##### Table of Contents



Comparison
    of Years Ended December 31, 2005, December 31, 2006
    and December 31, 2007
  Net
    Revenues
    Year Ended December 312005


2006


2007Net





Net








NetNet


Revenues


Net


Revenues


Net


Net


RevenueRevenues


% of Total


Revenues


% of Total


Revenues


Revenues


% of TotalRMB





RMB





RMB


US$(In thousands, except percentages)Geographic Data:China


626,997



58.1
%


779,378



51.4
%


1,102,927



151,198



49.4
%Other Asia


181,094



16.8



220,320



14.5



300,239



41,159



13.5
%Europe


135,586



12.6



259,418



17.1



409,605



56,152



18.4
%North America


69,135



6.4



120,149



7.9



151,746



20,802



6.8
%Other


65,761



6.1



135,716



9.0



266,420



36,523



11.9
%Total net revenues


1,078,573



100.0
%


1,514,981



100.0
%


2,230,937



305,834



100.0
%Segment Data:(1)Patient monitoring and life support products


496,464



47.8
%


600,332



40.1
%


796,422



109,180



36.2
%In-vitro diagnostic products


263,162



25.3



438,018



29.3



685,895



94,028



31.2
%Medical imaging systems


264,267



25.5



438,128



29.3



684,029



93,772



31.1
%Others


14,334



1.4



20,683



1.3



33,761



4,628



1.5
%Total net segment revenues


1,038,227



100.0
%


1,497,161



100.0
%


2,200,107



301,608



100.0
%     (1)
    
    The segment information was prepared primarily in accordance
    with PRC GAAP.       56




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##### Table of Contents



Cost of
    Revenues
    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, accounted for 46.3% of the increase in
    2005 (excluding employee share-based compensation expenses
    relating to a share grant contributed by shareholders of
    RMB8.6 million), 27.0% of the increase in 2006, and 23.4%
    of the increase in 2007; 57




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##### Table of Contents




    increases in travel expenses accounted for 22.5% of the increase
    in 2005, 11.7% of the increase in 2006, and 17.5% of the
    increase in 2007;
    increases in marketing and training expenses accounted for 8.3%
    of the increase in 2005, 27.8% of the increase in 2006, and 6.0%
    of the increase in 2007; and
    an increase in 2005 in employee share-based compensation
    expenses related to a share grant contributed by shareholders as
    compensation for past and current services provided, which
    accounted for 5.9% of the increase in 2005. Share-based
    compensation expenses decreased RMB2.2 million in 2006 and
    increased by RMB14.7 million (US$2.0 million) in 2007.  General
    and Administrative Expenses
    Research
    and Development Expenses
    Expense
    of In-Progress Research and Development
    Other
    Income (Expense)
    Provision
    for Income Taxes
   58




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##### Table of Contents



Minority
    Interests
    Net
    Income
    Critical
    Accounting Policies
    Allowance
    for Doubtful Accounts
    Write
    Down of Inventories
    Provisions
    for Income Taxes
   59




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##### Table of Contents



Revenue
    Recognition
      Valuation
    of Share-Based Compensation
         60




---



##### Table of Contents



B.
    Liquidity
    and Capital Resources.  Years Ended December 312005


2006


2007RMB


RMB


RMB


US$(In thousands)Cash and cash equivalents


446,143



1,709,596



1,379,009



189,045Net cash from operating activities


363,385



544,705



708,032



97,062Net cash used in investing activities


(62,428
)


(178,857
)


900,470



123,444Net cash (used in) from financing activities


(33,370
)


924,397



(88,141
)


(12,083
)   Operating
    Activities
        Investing
    Activities
   61




---



##### Table of Contents



Financing
    Activities
           62




---



##### Table of Contents



Capital
    Expenditures
    C.
    Research
    and Development.             63




---



##### Table of Contents



D.
    Trend
    Information.    E.
    Off-Balance
    Sheet Commitments and Arrangements.    F.
    Tabular
    Disclosure of Contractual Obligations.    Contractual ObligationsLess Than





More Than1 Year

1-3 Years

3-5 Years

5 Years

Total

TotalRMB

RMB

RMB

RMB

RMB

US$(In thousands)Capital commitments


136,986















136,986



18,779Operating leases(1)


14,398



22,568



2,362



160



39,488



5,413Notes payable


63,460















63,460



8,700Total


214,844



22,568



2,362



160



239,934



32,892     (1)
    
    Operating leases are for office premises and our assembly and
    manufacturing facility.   64




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##### Table of Contents



ITEM 6.
    DIRECTORS,
    SENIOR MANAGEMENT AND EMPLOYEES  A.
    Directors
    and Senior Management.    Name

Age

PositionXu Hang


46


Chairman and Co-Chief Executive OfficerLi Xiting


57


Director, President and Co-Chief Executive OfficerJoyce I-Yin Hsu


33


Director and Chief Financial OfficerCheng Minghe


46


Executive Vice President of Strategic DevelopmentLiu Jie


40


Executive Vice President of International Sales and MarketingMu Lemin


53


Executive Vice President of AdministrationLiu Xuedong


43


Executive Vice President of Research and DevelopmentDavid Gibson


39


President, Datascope Patient MonitoringTim Fitzpatrick


41


General CounselRonald Ede(2)(3)(4)


49


Director and Group Vice President of International AffairsChen Qingtai(1)


71


DirectorJixun Lin(1)(2)(3)


44


DirectorWu Qiyao(2)(3)


72


Director     (1)
    
    Member, audit committee(2)
    
    Member, compensation committee(3)
    
    Member, nomination committee(4)
    
    Ronald Ede served on the audit committee until June 25, 2008  Xu Hang
  Li Xiting
  Joyce I-Yin Hsu
  Cheng Minghe
 65




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##### Table of Contents



Liu Jie
  Mu Lemin
  Liu Xuedong
  David Gibson
  Tim Fitzpatrick
  Chen Qingtai
  Ronald Ede
 66




---



##### Table of Contents



Jixun Lin
  Wu Qiyao
  Hi-tech
  B.
    Compensation.  Remuneration
    and Borrowing
    Compensation
    of Directors and Executive Officers
    2006
    Employee Share Incentive Plan
         67




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##### Table of Contents



Number ofOrdinary Sharesto be IssuedUpon Exercise

Exercise Price perName

of Options

Ordinary Share

Date of Grant

Date of Expiration(In U.S. dollars)Xu Hang


400,000



11.00


September 8, 2006

September 8, 2014Li Xiting


400,000



11.00


September 8, 2006

September 8, 2014Cheng Minghe


100,000



5.00


February 22, 2006

February 22, 2014Joyce I-Yin Hsu


*



5.00


February 22, 2006

February 22, 2014Liu Xuedong


*



5.00


February 22, 2006

February 22, 2014Liu Jie


*



5.00


February 22, 2006

February 22, 2014*



24.01


January 23, 2007

January 23, 2015*



38.80


October 12, 2007

October 12, 2015Mu Lemin


*



5.00


February 22, 2006

February 22, 2014Chen Qingtai


*



11.00


September 8, 2006

September 8, 2014Ronald Ede


*



11.00


September 8, 2006

September 8, 2014Wu Qiyao


*



11.00


September 8, 2006

September 8, 2014Jixin Lin


*



40.20


December 21, 2007

December 21, 2015Tim Fitzpatrick


*



13.50


September 25, 2006

September 25, 2014     *
    
    Upon exercise of all options granted, would beneficially own
    less than 1% of our outstanding ordinary shares.  Employment
    Agreements
   68




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##### Table of Contents




    serve, invest or assist in any business that competes with any
    significant aspect of the business of us or our affiliated
    entities; or
    solicit, induce, recruit or encourage any person to terminate
    his or her employment or consulting relationship with us or our
    affiliated entities.    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 69




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
    approving the transfer of shares of our company, including the
    registering of such shares in our share register.  Terms
    of Directors and Executive Officers
      Qualification
    Board
    Committees
    Audit
    Committee
  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; 70




---



##### Table of Contents




    discussing with management and the independent auditors major
    issues regarding accounting principles and financial statement
    presentations;
    reviewing reports prepared by management or the independent
    auditors relating to significant financial reporting issues and
    judgments;
    reviewing with management and the independent auditors the
    effect of regulatory and accounting initiatives, as well as
    off-balance sheet structures on our financial statements;
    discussing policies with respect to risk assessment and risk
    management;
    reviewing major issues as to the adequacy of our internal
    controls and any special audit steps adopted in light of
    material control deficiencies;
    timely reviewing reports from the independent auditors regarding
    all critical accounting policies and practices to be used by our
    company, all alternative treatments of financial information
    within U.S. GAAP that have been discussed with management and
    all other material written communications between the
    independent auditors and management;
    establishing procedures for the receipt, retention and treatment
    of complaints received from our employees regarding accounting,
    internal accounting controls or auditing matters and the
    confidential;
    anonymous submission by our employees of concerns regarding
    questionable accounting or auditing matters;
    annually reviewing and reassessing the adequacy of our audit
    committee charter;
    such other matters that are specifically delegated to our audit
    committee by our board of directors from time to time;
    meeting separately and periodically with management, the
    internal auditors and the independent auditors; and
    reporting regularly to the full board of directors.  Compensation
    Committee
      
    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. 71




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##### Table of Contents



Nominations
    Committee
      Corporate
    Governance
      Differences
    in Corporate Law
    Interested
    Transactions
    D.
    Employees.    As ofDecember 31, 2007Manufacturing


1084Research and development


1036General and administration


218Marketing and sales


909Customer support and service


235Procurement and supply management


223Total


3,705    72




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##### Table of Contents



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.    PercentageOrdinary Shares

of VotesBeneficially Owned

HeldName

Number

Percent

PercentDirectors and Executive OfficersXu Hang(1)**


17,201,258



15.9
%


30.3
%Li Xiting(2)**


16,180,214



15.0
%


33.9
%Cheng Minghe(3)**


2,825,938



2.6
%


5.6
%Joyce I-Yin Hsu


*



*



*Liu Xuedong


*



*



*Mu Lemin


*



*



*David Gibson


*



*



*Tim Fitzpatrick


*



*



*Chen Qingtai


*



*



*Ronald Ede


*



*



*Wu Qiyao


*



*



*Other 5% ShareholdersThe GS Funds (4)


5,725,105



5.3
%


2.4
%FMR LLC (5)


6,927,837



6.4
%


2.9
%     *
    
    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 (No. 12) Investments Limited, or New
    Dragon. New Dragon is a Cayman 73




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##### Table of Contents



Islands company and its address is Ugland House,
    P.O. Box 309, George Town, Grand Cayman, Cayman
    Islands.  (2)
    Holdings include 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 ADSs, 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.(4)
    Includes a total of 5,725,105 shares owned by GS Capital
    Partners V Fund, L.P., a Delaware limited partnership; GS
    Capital Partners V Offshore Fund, L.P., a Cayman Islands
    exempted limited partnership; GS Capital Partners V
    Institutional, L.P., a Delaware limited partnership and GS
    Capital Partners V GmbH & Co. KG, a German KG. Each of
    the GS Funds has a mailing address of
    c/o Goldman,
    Sachs & Co., 85 Broad Street, 10th Floor,
    New York, NY 10004. Affiliates of The Goldman Sachs Group,
    Inc. are the general partner, managing general partner or
    investment manager of each of the GS Funds, and each of the GS
    Funds shares voting and investment power with certain of its
    respective affiliates. Each of the GS Funds is affiliated with
    or managed by Goldman, Sachs & Co., a wholly-owned
    subsidiary of The Goldman Sachs Group, Inc. Each of The Goldman
    Sachs Group, Inc., and Goldman, Sachs & Co. disclaims
    beneficial ownership of the shares owned by each of the GS
    Funds, except to the extent of their pecuniary interest therein.(5)
    According to the most recent 13G/A on file, Fidelity
    Management & Research Company, or Fidelity, a
    wholly-owned subsidiary of FMR LLC, is the beneficial owner of
    4,532,737 shares. Edward C. Johnson 3d and FMR LLC, through
    its control of Fidelity, and the funds each has sole power to
    dispose of the 4,532,737 shares owned by the Funds. FMR
    LLCs beneficial ownership includes 316,800 shares
    beneficially owned through Strategic Advisers, Inc. Pyramis
    Global Advisors, LLC, or PGALLC, an indirect wholly-owned
    subsidiary of FMR LLC, is the beneficial owner of
    113,700 shares. Edward C. Johnson 3d and FMR LLC, through
    its control of PGALLC, each has sole dispositive power over
    113,700 shares and sole power to vote or to direct the
    voting of 113,700 shares as reported above. Pyramis Global
    Advisors Trust Company, or PGATC, an indirect wholly-owned
    subsidiary of FMR LLC, is the beneficial owner of
    15,800 shares. Edward C. Johnson 3d and FMR LLC, through
    its control of Pyramis Global Advisors Trust Company, each
    has sole dispositive power over 15,800 shares and sole
    power to vote or to direct the voting of 1,000 shares of
    Class A Common Stock owned by the institutional accounts
    managed by PGATC as reported above. Edward C. Johnson 3d has
    sole voting and dispositive power over 130,200 shares,
    shared voting and dispositive power over 0 shares, and no
    voting or dispositive power over 0 shares. Fidelity
    International Limited, or FIL, is the beneficial owner of
    1,818,600 shares. Partnerships controlled predominantly by
    members of the family of Edward C. Johnson 3d, Chairman of FMR
    LLC and FIL, or trusts for their benefit, own shares of FIL
    voting stock with the right to cast approximately 47% of the
    total votes which may be cast by all holders of FIL voting
    stock. FMR LLC and FIL are separate and independent corporate
    entities, and their Boards of Directors are generally composed
    of different individuals. FMR LLC and FIL are of the view that
    the shares held by the other corporation need not be aggregated
    for purposes of Section 13(d). However, FMR LLC made a
    13G/A filing on a voluntary basis as if all of the shares are
    beneficially owned by FMR LLC and FIL on a joint basis. FMR
    LLCs mailing address is 82 Devonshire Street, Boston,
    Massachusetts 02109.   74




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##### Table of Contents



ITEM 7.
    MAJOR
    SHAREHOLDERS AND RELATED PARTY TRANSACTIONS  A.
    Major
    Shareholders.    B.
    Related
    Party Transactions.      C.
    Interests
    of Experts and Counsel.    ITEM 8.
    FINANCIAL
    INFORMATION  A.
    Consolidated
    statements and other financial information.    Legal
    Proceedings
    Dividend
    Policy
     75




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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
    High


Low2006 (from September 26, 2006)September

US$
17.72


US$
15.20October

US$
19.60


US$
15.60November

US$
24.72


US$
18.21December

US$
27.20


US$
21.90 76




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##### Table of Contents



High


Low2007January

US$
26.85


US$
22.75February

US$
29.30


US$
21.11March

US$
25.88


US$
22.51April

US$
25.38


US$
22.76May

US$
29.03


US$
22.99June

US$
31.95


US$
26.50July

US$
32.42


US$
28.81August

US$
36.05


US$
28.35September

US$
43.47


US$
36.15October

US$
45.19


US$
35.00November

US$
42.00


US$
33.00December

US$
45.10


US$
36.652008January

US$
43.76


US$
32.01February

US$
37.96


US$
33.20March

US$
36.70


US$
24.97April

US$
35.54


US$
29.10May

US$
41.90


US$
33.83June (through June , 2008)

US$
42.00


US$
.     B.
    Plan of
    Distribution.    C.
    Markets.    D.
    Selling
    Shareholders.    E.
    Dilution.    F.
    Expenses
    of the Issue.    ITEM 10.
    ADDITIONAL
    INFORMATION.  A.
    Share
    capital.   77




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##### Table of Contents



B.
    Memorandum
    and Articles of Association.  No. 333-137140)
  C.
    Material
    Contracts.      Form 20-F.
  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.       78




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##### Table of Contents



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
    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.    United
    States Federal Income Taxation
    
    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; 80




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##### Table of Contents




    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;
    persons that hold ADSs and Shares as part of a hedge, straddle,
    constructive sale, conversion transaction or other integrated
    investment;
    U.S. Holders (as defined below) 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.    Prospective purchasers and existing holders are urged to
    consult with their own tax advisors concerning the particular
    U.S. federal income tax consequences to them of the purchase,
    ownership and disposition of our ADSs and ordinary shares, as
    well as the consequences to them arising under the laws of any
    other taxing jurisdiction.
    
    a citizen or resident of the United States for U.S. federal
    income tax purposes;
    a corporation, or other entity taxable as a corporation, that
    was created or organized in or under the laws of the United
    States or any political subdivision thereof;
    an estate the income of which is subject to U.S. federal income
    tax regardless of its source; or
    a trust if (a) a court within the United States is able to
    exercise primary supervision over its administration and one or
    more U.S. persons have the authority to control all substantial
    decisions of the trust, or (b) the trust has a valid
    election in effect to be treated as a U.S. person.      U.S.
    Holder
  Dividends
    on ADSs and Ordinary Shares
   81




---



##### Table of Contents



non-taxable
    Sales
    and other dispositions of ADSs and Ordinary Shares
    Passive
    Foreign Investment Company
         82




---



##### Table of Contents



and/or
        mark-to-market
   83




---



##### Table of Contents



U.S.
    Information Reporting and Backup Withholding Rules
  Form W-9.
  PROSPECTIVE PURCHASERS AND EXISTING HOLDERS OF OUR ADSS AND
    ORDINARY SHARES SHOULD CONSULT WITH THEIR OWN TAX ADVISORS
    REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO
    THEIR PARTICULAR SITUATIONS AS WELL AS ANY ADDITIONAL TAX
    CONSEQUENCES RESULTING FROM PURCHASING, HOLDING OR DISPOSING OF
    ADSS AND ORDINARY SHARES, INCLUDING THE APPLICABILITY AND EFFECT
    OF THE TAX LAWS OF ANY STATE, LOCAL OR FOREIGN JURISDICTION,
    INCLUDING ESTATE, GIFT, AND INHERITANCE LAWS.
  F.
    Dividends
    and Paying Agents.    G.
    Statement
    by Experts.    H.
    Documents
    on Display.  Form F-1
  Form 20-F
  Form 20-F,
  Form 20-F http://www.sec.gov 1-800-SEC-0330.
 84




---



##### Table of Contents



I.
    Subsidiaries
    Information  Not
    applicable
  ITEM 11.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  Quantitative
    and Qualitative Disclosures about Market Risk
  Foreign
    Exchange Risk
            Interest
    Rate Risk
   85




---



##### Table of Contents



Inflation
    ITEM 12.
    DESCRIPTION
    OF SECURITIES OTHER THAN EQUITY SECURITIES.   86




---



##### 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.  Rules 13a-14(c) 15d-14(c)
  Managements
    Annual Report on Internal Control Over Financial
    Reporting.
  Rule 13a-15(f)
       87




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FIRM
    Form 20-F
            /s/ Deloitte Touche Tohmatsu CPA Ltd.
   88




---



##### Table of Contents



Disclosure
    Controls and Procedures
    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.    2005


2006


2007Audit fees(1)

$
100,000


$
525,093


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

$
6,649


$
825,032


$
100,000     (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 2006 involve principally the
    issue of comfort letter and rendering of listing advice in
    connection with our initial public offering. 89




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##### 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 17.
    FINANCIAL
    STATEMENTS    ITEM 18.
    FINANCIAL
    STATEMENTS   90




---



##### Table of Contents



ITEM 19.
    EXHIBITS  Index to
    Exhibits
  ExhibitNumber

Description1
.1*

Third 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.4
.1*

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

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

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

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

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

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

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

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

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

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

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

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

Form of Equity Transfer Agreement.4
.13

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

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

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

List of Subsidiaries.11
.1

Code of Business Conduct.12
.1

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

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

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)
    (17 CFR 240.13a-14(a)) or
    Rule 15d-1(a)
    (17 CFR 240.15d-14(a)).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.     *
    
    Previously filed with the Registrants registration
    statement on
    Form F-1
    (File
    No. 333-137140).
    
    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
    May 15, 2008 on
    Form 6-K
    (File
    No. 001-33036). 91




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##### Table of Contents



SIGNATURES
  Form 20-F
    /s/  Xu
    Hang      92




---



##### 



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
    YEARS ENDED DECEMBER 31, 2006 AND 2007
   
 Page(s)Report of Independent Registered Public
    Accounting Firm


F-1Consolidated Statements of Operations for the
    Years Ended December 31, 2005, 2006 and 2007


F-2Consolidated Balance Sheets as of December 31,
    2006 and 2007


F-3Consolidated Statements of Shareholders
    Equity and Comprehensive Income for the Years Ended December 31,
    2005, 2006 and 2007


F-4Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2005, 2006 and 2007


F-5Notes to Consolidated Financial Statements for
    the Years Ended December 31, 2005, 2006 and 2007


F-6  F-26




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM              Deloitte Touche Tohmatsu CPA Ltd.
 Shenzhen
   F-1




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2005


2006


2007


2007RMB000


RMB000


RMB000


US$000(In thousands, except share and per share data)Net revenues


1,078,573



1,514,981



2,230,937



305,834Cost of revenues(a)


(493,326
)


(687,484
)


(1,006,459
)


(137,973
)Gross profit


585,247



827,497



1,224,478



167,861Operating expenses:Selling expenses(a)


(146,499
)


(211,858
)


(311,437
)


(42,694
)General and administrative expenses(a)


(112,082
)


(76,010
)


(91,105
)


(12,489
)Research and development expenses(a)


(106,147
)


(149,141
)


(215,205
)


(29,502
)Expense of in-progress research and development






(31,835
)






Other general expenses






202



(181
)


(25
)Operating income


220,519



358,855



606,550



83,151Other income


9,462



8,497



19,902



2,728Other expenses


(252
)


(2,481
)


(2,032
)


(278
)Interest income


3,854



27,890



73,726



10,107Interest expense


(2,019
)


(462
)


(87
)


(12
)Income before income taxes and minority interests


231,564



392,299



698,059



95,696Provision for income taxes


(18,066
)


(24,057
)


(106,454
)


(14,594
)Minority interests


(8,409
)


(6,456
)






Net income


205,089



361,786



591,605



81,102Deemed dividend on issuance of convertible redeemable preferred
    shares at a discount


(14,031
)










Income attributable to ordinary shareholders


191,058



361,786



591,605



81,102Basic earnings per share


RMB2.31



RMB4.16



RMB5.56


US$
0.76Diluted earnings per share


RMB2.31



RMB3.75



RMB5.25


US$
0.72Shares used in computation of:Basic earnings per share


82,790,427



87,066,163



106,328,347



106,328,347Diluted earnings per share


82,790,427



96,370,084



112,678,984



112,678,984     Year Ended December 31,2005

2006

2007

2007RMB000

RMB000

RMB000

US$000Share-based compensation charges incurred during the year
    related to:Cost of revenues


268



614



2,023



277Selling expenses


8,576



6,372



21,081



2,890General and administrative expenses


59,014



12,195



16,919



2,319Research and development expenses


3,071



6,873



18,428



2,526    F-2




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2006


2007


2007RMB000


RMB000


US$000(In thousands, except share and per share data)ASSETSCurrent assets:Cash and cash equivalents


1,709,596



1,379,009



189,045Short-term investments


13,312



407,744



55,897Account receivables (allowance for doubtful accounts of RMB5,662
    and RMB8,060 (US$1,105) for 2006 and 2007 respectively)


104,679



210,176



28,813Inventories


122,071



181,022



24,816Other receivables


11,774



39,393



5,401Prepayments


19,263



14,009



1,920Deferred tax assets


2,747



4,400



603Total current assets


1,983,442



2,235,753



306,495Long-term investment


105,573



250,000



34,272Other assets


6,975



19,660



2,695Advances for purchase of plant and equipment






132,053



18,103Property, plant and equipment, net


171,587



350,551



48,056Land use right


17,898



17,764



2,435Intangible assets, net


149,479



130,649



17,910Goodwill


122,169



122,169



16,748Total assets


2,557,123



3,258,599



446,714LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Notes payable


50,625



63,460



8,700Accounts payable


79,352



132,820



18,208Advances from customers


47,007



52,696



7,224Salaries payables


55,676



60,857



8,343Other payables


100,082



124,661



17,089Income taxes payable


11,703



56,246



7,711Other taxes payable


7,937



14,801



2,029Total current liabilities


352,382



505,541



69,304Deferred tax liabilities


21,815



24,699



3,386Commitments and contingencies (Note 17)
    Minority interests


11



11



2Shareholders equity:Ordinary shares (HK$0.001 par value:
    5,000,000,000 shares authorized and 105,727,677 in 2006,
    and 106,844,479 in 2007, respectively issued and outstanding)


110



111



15Additional paid-in capital


1,934,937



2,062,361



282,724Retained earnings


266,833



737,596



101,115Accumulated other comprehensive loss


(18,965
)


(71,720
)


(9,832
)Total shareholders equity


2,182,915



2,728,348



374,022Total liabilities, minority interests and shareholders
    equity


2,557,123



3,258,599



446,714    F-3




---



##### Table of Contents



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





Accumulated OtherOrdinary


Paid-In


Retained


Comprehensive





ComprehensiveShare Capital


Capital


Earnings


Loss


Total


IncomeNumber


RMB000


RMB000


RMB000


RMB000


RMB000


RMB000(In thousands, except share and per share data)As of January 1, 2005


86,000,000



89



86,177



260,221







346,487Net income














205,089







205,089



205,089Dividends paid (RMB2.40 per share)














(206,400
)






(206,400
)


Effect of reverse merger on minority interests


(7,649,946
)


(7
)


(10,008
)


(19,162
)






(29,177
)


Conversion of ordinary shares to convertible redeemable
    preferred shares


(3,000,000
)


(3
)


(89,820
)










(89,823
)


Capital contributions related to reverse merger










130











130



Deemed dividend on issuance of convertible redeemable preferred
    shares at a discount














(14,031
)






(14,031
)


Capital contributions in connection with share-based
    compensation, net










59,294











59,294



As of December 31, 2005


75,350,054



79



45,773



225,717







271,569



205,089Net income














361,786







361,786



361,786Dividends paid (RMB1.60 per share)














(135,500
)






(135,500
)


Dividends paid (RMB2.00 per share)














(185,170
)






(185,170
)


Conversion of convertible redeemable preferred share to ordinary
    shares


10,074,977



10



325,379











325,389



Issuance of ordinary shares for acquisition of minority interests


7,649,646



8



310,911











310,919



Issuance of ordinary shares


12,653,000



13



1,227,967











1,227,980



Share-based compensation










24,907











24,907



Foreign currency translation adjustments


















(18,965
)


(18,965
)


(18,965
)As of December 31, 2006


105,727,677



110



1,934,937



266,833



(18,965
)


2,182,915



342,821Net income














591,605







591,605



591,605Dividends paid (RMB1.14 per share)














(120,842
)






(120,842
)


Exercise of share option


1,116,802



1



68,973











68,974



Share-based compensation










58,451











58,451



Foreign currency translation adjustments


















(52,755
)


(52,755
)


(52,755
)As of December 31, 2007


106,844,479



111



2,062,361



737,596



(71,720
)


2,728,348



538,850As of December 31, 2007 (US$000)


106,844,479



15



282,724



101,115



(9,832
)


374,022



73,869    F-4




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2005


2006


2007


2007RMB000


RMB000


RMB000


US$000(In thousands)Cash flows from operating activities:Net income


205,089



361,786



591,605



81,102Adjustments to reconcile net income to net cash from operating
    activities:Amortization of land use right


134



134



134



18Depreciation of property, plant and equipment


25,346



38,430



69,209



9,488(Reversal) allowance for doubtful receivables


(432
)


3,521



2,398



329Intangibles and in-progress research and development written-off






34,121







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


60



(202
)


181



25Employee share-based compensation


70,929



26,054



58,451



8,012Change in deferred tax


1,070



(8,122
)


222



31Income attributable to the minority interests


8,409



6,456







Changes in current assets and liabilities:Increase in accounts receivables


(32,381
)


(37,005
)


(106,909
)


(14,656
)Increase in inventories


(19,128
)


(16,733
)


(59,660
)


(8,179
)(Increase) decrease in value added tax receivables


(3,899
)


12,963



(186
)


(25
)Decrease (increase) in other receivables


5,534



3,162



(15,578
)


(2,136
)(Increase) decrease in prepayments and other


(4,071
)


(2,013
)


6,125



839Increase in other assets






(106
)


(13,185
)


(1,806
)Increase in notes payables


17,153



33,472



12,835



1,760Increase in accounts payable


29,794



16,788



53,546



7,340Increase in customers deposits


13,870



17,179



5,689



780Increase in salaries payable


17,059



12,023



5,663



776Increase in other payables


27,778



30,862



46,103



6,320Increase in income taxes payable


485



3,768



44,543



6,105Increase in other taxes payable


586



8,886



6,846



939Net cash from operating activities


363,385



544,705



708,032



97,062Cash flows from investing activities:Purchase of property, plant and equipment


(68,245
)


(72,393
)


(231,303
)


(31,709
)Advances for purchase of plant and equipment










(132,053
)


(18,103
)Proceeds from disposal of property, plant and equipment


205



1,090



1,293



177Decrease in restricted cash


4,109



7,727







Increase in short-term investments






(13,277
)


(321,095
)


(44,018
)Increase in long term investment






(105,613
)


(250,000
)


(34,272
)Proceeds from disposal of short-term investments










32,203



4,415Loans repaid from employees


1,503



3,609



485



66Net cash used in investing activities


(62,428
)


(178,857
)


(900,470
)


(123,444
)Cash flows from financing activities:Repayment of bank loans


(37,000
)










Dividends paid


(206,400
)


(338,679
)


(120,842
)


(16,566
)Contributions from shareholders


130











Issue of preferred shares (net of direct incremental costs of
    RMB15,351 (US$2,104) in 2006)


209,900











Issue of ordinary shares (net of direct incremental costs of
    RMB27,524 (US$3,773) and nil in 2006)






1,227,675







Proceeds from exercise of share options










69,050



9,466Proceeds collected for (repaid to) shareholders






35,401



(36,349
)


(4,983
)Net cash (used in) generated from financing activities


(33,370
)


924,397



(88,141
)


(12,083
)Net increase in cash and cash equivalents


267,587



1,290,245



(280,579
)


(38,465
)Cash and cash equivalents at beginning of year


178,556



446,143



1,709,596



234,365Effect of exchange rate changes on cash






(26,792
)


(50,008
)


(6,855
)Cash and cash equivalents at end of year


446,143



1,709,596



1,379,009



189,045Supplemental cash flow information:Income tax paid


(16,511
)


(23,907
)


(61,911
)


(8,487
)Interest paid


(1,557
)










Non-cash investing and financing activities:Deemed dividend on issuance of convertible redeemable preferred
    shares at a discount


14,031











Proceeds receivable from disposal of property, plant and
    equipment


2,165











Purchase of property, plant and equipment










(13,248
)


(1,816
)    F-5




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES
    TO CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Organization
    and Principal Activities        2.
    Summary
    of Significant Accounting Policies  (a)
    Basis
    of presentation and principles of consolidation    majority-owned
   F-6




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (b)
    Use of
    estimates    (c)
    Cash
    and cash equivalents    (d)
    Investments    (e)
    Inventories    (f)
    Intangible
    assets    (g)
    Property,
    plant and equipment, net      Classification

YearsBuildings


20 yearsPlant and machinery


3 to 5 yearsElectronic equipments, furniture and fixtures


3 to 5 yearsMotor vehicles


5 years   (h)
    Land
    use right   F-7




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (i)
    Goodwill    (j)
    Impairment
    or disposal of long-lived assets      (k)
    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,
    Collectibility is reasonably assured.  free-on-board
     F-8




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (l)
    Shipping
    and handling costs    (m)
    Government
    subsidies    (n)
    Research
    and development costs    (o)
    Advertising
    expenses    (p)
    Staff
    retirement plan costs    (q)
    Share-based
    compensation     F-9




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          (r)
    Income
    taxes       F-10




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (s)
    Earnings
    per share      (t)
    Foreign
    currency transactions      (u)
    Convenience
    translation into United States Dollars    (v)
    Comprehensive
    income    (w)
    Fair
    value disclosures   F-11




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (x)
    Concentration
    of risk      (y)
    Recent
    changes in accounting standards  FAS No. 142-3 142-3) Goodwill and Other Intangible
    Assets FAS 142-3
       F-12




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    3.
    Investment
    in Subsidiaries  Subsidiaries
    Percentage ofOrdinary Share/Place of

RegisteredEstablishment

Capital Held

PrincipalName of Company

and Operation

by the Company

ActivitiesGiant Glory Investments Limited

BVI


100
%

Investment holdingGreatest Elite Limited

BVI


100
%

Investment holdingMindray (UK) Limited

United Kingdom


100
%

Marketing of medical equipmentMindray Research and Development Limited

BVI


100
%

Investment holdingMindray Global Limited

BVI


100
%

Investment holdingMindray Medical USA Corp.

United States of
     America


100
%

Research and development and sales and marketing of medical
    equipments and related productsShenzhen Mindray Bio- Medical Electronics Co., Ltd.

PRC


99.9
%

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

PRC


99.9
%

Research and development of medical equipmentMR Holdings (HK) Limited

Hong Kong


100
%

Investment holdingMR Investments (HK) Limited

Hong Kong


100
%

Investment holdingBright Ray Limited

BVI


100
%

DormantNanjing Mindray Bio- Medical Electronics Co., Ltd.

PRC


100
%

Research and development of medical equipments and related
    productsMindray Medical Mexico S de R.L. de C.V.

Mexico


100
%

Marketing of  medical equipmentMindray  Distribution and Commercialization of
    Medical Equipment Brazil Ltda.

Brazil


100
%

Marketing of medical equipmentMindray Medical Rus Limited

Russia


100
%

Marketing of medical equipment F-13




---



##### Table of Contents



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

RegisteredEstablishment

Capital Held

PrincipalName of Company

and Operation

by the Company

ActivitiesMindray Medical India Private Limited

India


100
%

Marketing of medical equipmentMindray Investments Singapore Pte. Ltd.

Singapore


100
%

Investment holdingMindray Medical Canada Limited

Canada


100
%

Marketing of medical equipmentMindray Medical Netherlands B.V

Netherlands


100
%

Marketing of medical equipment   4.
    Acquisition
    of Minority Interest        As of April 20, 2006RMB000Current assets


38,247Property, plant, and equipment


15,040Other long-term assets


1,080Intangible assets


183,600Goodwill


94,629Total assets acquired


332,596Current liabilities


21,677Net assets acquired


310,919    F-14




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Accounts
    receivable    As of December 31,2006

2007

2007RMB000

RMB000

US$000Balance as beginning of year


2,141



5,662



776Allowances made during the year


3,521



2,398



329Balance at end of year


5,662



8,060



1,105   6.
    Inventories    As of December 31,2006

2007

2007RMB000

RMB000

US$000Raw materials


39,983



61,774



8,468Work-in-progress


50,266



70,729



9,696Finished goods


31,822



48,519



6,652122,071



181,022



24,816     7.
    Property,
    Plant and Equipment, net    As of December 31,2006

2007

2007RMB000

RMB000

US$000Buildings


100,666



115,250



15,799Plant and machinery


53,492



80,264



11,003Electronic equipment, furniture and fixtures


93,951



137,700



18,877Motor vehicles


9,128



11,480



1,574Cost


257,237



344,694



47,253Less: Accumulated depreciation


(91,688
)


(138,657
)


(19,008
)165,549



206,037



28,245Construction in progress


6,038



144,514



19,811Total


171,587



350,551



48,056      F-15




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    Intangible
    assets, net    As of December 31,2006


2007


2007RMB000


RMB000


US$000Trademark


44,635



44,635



6,119Completed technology


41,940



41,940



5,749Core technology


62,904



62,904



8,623Total


149,479



149,479



20,491Less: Accumulated amortization






(18,830
)


(2,581
)Net


149,479



130,649



17,910         9.
    Notes
    payable  As of December 31,2006


2007


2007RMB000


RMB000


US$000Notes payable


50,625



63,460



8,700     10.
    Other
    payables  As of December 31,2006


2007


2007RMB000


RMB000


US$000Accrued bidding expenses


884



12,926



1,772Accrued operating expenses


10,700



16,984



2,328Accrued professional expenses


5,815



18,621



2,553Advance subsidies


17,900



19,803



2,714Guarantee deposits from sales distributors


9,183



13,369



1,833Other payables


6,452



22,347



3,063Proceeds payable to selling shareholders


34,854







Provision of sales incentives


6,291



7,452



1,022Provision of warranty


8,003



13,159



1,804100,082



124,661



17,089  F-16




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Capital
    Structure              12.
    Share-based
    compensation plan     F-17




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    February

September

January22, 2006

8, 2006

23, 2007

October 12, 2007

December 21, 2007Risk-free interest rate

5.16%

5.29%

5.22%

5%

4.55%Expected term

5.25 years

5.25 years

5.53 years

5.36 years

5.56 yearsAssumed volatility

33.2%

33.1%

30%

28.91%

28.5%Expected dividends

3.00%

3.00%

3.00%

3.00%

3.00%Fair value on grant date

US$1.35

US$2.93

US$7.11

US$9.12 to US$10.68

US$9.34 to US$10.63(RMB9.85)

(RMB21.37)

(RMB51.86)

(RMB66.53 to RMB77.91)

(RMB68.13 to RMB77.54)       WeightedAverageWeighted

Weighted

GrantAverage

Average

DateOptions

Shares

Exercise price

Remaining Contract Life

Fair ValueUS$



US$Outstanding as of January 1, 2007


9,820,159



6.96







1.86Granted on January 23, 2007


1,986,750



24.01







7.11Granted on October 12, 2007


1,110,500



38.80







10.02Granted on December 21, 2007


189,300



40.20







10.02Exercised


(1,116,802
)


(7.18
)






1.60Forfeited


(567,171
)


(9.32
)






2.58Outstanding as of December 31, 2007


11,422,736



13.55



3.92



3.76Exercisable as of December 31, 2007


1,628,298



7.24



3.60



1.35          F-18




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Weighted-AverageGrant DateFair ValeNonvested Shares

Shares

US$Nonvested at January 1, 2007






Granted


35,750



10.02Vested






Forfeited






Nonvested at December 31, 2007


35,750



10.02     13.
    Earnings
    per Share  Year Ended December 31,2005

2006

2007

2007RMB000

RMB000

RMB000

US$000Net income for the period


205,089



361,786



591,605



81,102Deemed dividends on issuance of convertible redeemable preferred
    shares


(14,031
)










Income attributable to ordinary shareholders


191,058



361,786



591,605



81,102Weighed average number of ordinary shares for the calculation of
    basic earning per share


82,790,427



87,066,163



106,328,347



106,328,347Effect of dilutive potential ordinary shares attributable to
    share options






9,303,921



6,350,637



6,350,637Weighted average number of ordinary shares for the calculation
    of diluted earnings per share


82,790,427



96,370,084



112,678,984



112,678,984  F-19




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.
    Other
    Income  Year Ended December 31,2005

2006

2007

2007RMB000

RMB000

RMB000

US$000Government subsidies


8,837



4,665



5,435



745Interests from investments






2,600







Exchange gain










11,914



1,633Other


625



1,232



2,553



350Other income, net


9,462



8,497



19,902



2,728   15.
    Staff
    Retirement Plan      16.
    Income
    Taxes    Year Ended December 31,2005

2006

2007

2007RMB000

RMB000

RMB000

US$000Current taxes


16,996



32,179



106,232



14,563Deferred taxes charge (credit)


1,070



(8,122
)


222



31Total income taxes expenses


18,066



24,057



106,454



14,594        F-20




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        As of December 31,2006

2007

2007RMB000

RMB000

US$000Deferred tax assets:Inventories written down


575



690



95Sales incentive and warranty accruals


2,172



3,710



508Total current deferred tax assets


2,747



4,400



603Deferred tax liabilities:Acquired intangible assets


(22,422
)


(25,503
)


(3,496
)Non-current deferred tax assets:Depreciation


94



314



43Others


513



490



67Total non-current deferred tax liabilities


(21,815
)


(24,699
)


(3,386
)     Year Ended December 312006

2007

2007RMB000

RMB000

US$000Tax loss carryforwards






513



70Tax loss during the year


513



748



103Valuation allowance






(771
)


(106
)Net tax loss carryforward included under others


513



490



67  F-21




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2005

2006

2007

2007RMB000

RMB000

RMB000

USD000Income before income taxes


231,564



392,299



698,059



95,695PRC enterprise income tax rate


15
%


15
%


15
%


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


34,735



58,845



104,709



14,354Effect of net income (loss) for which no income tax
    benefit/expense is receivable/payable


3,442



2,268



1,776



243Change in PRC income tax rate










5,916



811Employee share-based compensation


10,639



3,908



8,768



1,202Non-taxable VAT refund


(4,818
)


(116
)






Additional deduction on R&D expenses


(7,866
)


(9,578
)


(12,852
)


(1,761
)Over provision of income tax expenses in prior year










(1,863
)


(255
)Effect of tax holidays and tax concessions


(18,066
)


(31,270
)






Total income tax expense


18,066



24,057



106,454



14,594           17.
    Commitments
    and Contingencies  (a)
    Lease
    commitments   F-22




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ending December 31,2008




14,3982009




15,4542010




7,1142011




1,4692012




8932013 and thereafter




160RMB000


39,488US$000


5,413   (b)
    Capital
    commitments    (c)
    Contingencies      18.
    Distribution
    of Profits     F-23




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##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  19.
    Segment
    Reporting        For the Year Ended December 31,Patient Monitoring

In-vitro

Medicaland life support

diagnostic

imagingproducts

products

systems

Others

TotalRMB000

RMB000

RMB000

RMB000

RMB0002007Net revenues


796,422



685,895



684,029



33,761



2,200,107Cost of revenues


(311,942
)


(313,698
)


(255,350
)


(60,957
)


(941,947
)Gross profit (loss)


484,480



372,197



428,679



(27,196
)


1,258,160   Patient Monitoring

In-vitro

Medicaland life support

diagnostic

imagingproducts

products

systems

Others

TotalRMB000

RMB000

RMB000

RMB000

RMB0002006Net revenues


600,332



438,018



438,128



20,683



1,497,161Cost of revenues


(241,234
)


(192,093
)


(189,941
)


(36,161
)


(659,429
)Gross profit (loss)


359,098



245,925



248,187



(15,478
)


837,732   Patient Monitoring

In-vitro

Medicaland life support

diagnostic

imagingproducts

products

systems

Others

TotalRMB000

RMB000

RMB000

RMB000

RMB0002005Net revenues


496,464



263,162



264,267



14,334



1,038,227Cost of revenues


(202,821
)


(115,720
)


(130,919
)


(27,284
)


(476,744
)Gross profit (loss)


293,643



147,442



133,348



(12,950
)


561,483  F-24




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2005

2006

2007

2007RMB000

RMB000

RMB000

US$000Total revenues per segment reporting


1,038,227



1,497,161



2,200,107



301,608Reconciling adjustments:Reclassification of VAT refund(a)


32,121



774



(606
)


(83
)Reclassification of shipping and handling fees charged to
    customers(b)


8,225



17,046



31,436



4,309Total consolidated net revenues, as reported


1,078,573



1,514,981



2,230,937



305,834Total cost of revenues per segment reporting


476,744



659,429



941,947



129,129Reconciling adjustments:Reclassification of shipping and handling fees from operating
    expenses(b)


16,582



28,055



45,682



3,594Additional depreciation and amortization for fair value
    adjustment in property, plant and equipment and intangible
    assets(c)










18,830



2,581Total consolidated cost of revenues, as reported


493,326



687,484



1,006,459



137,973Gross profit per segment reporting


561,483



837,732



1,258,160



172,478Reconciling adjustments:Reclassification of VAT refund(a)


32,121



774



(606
)


(83
)Reclassification of shipping and handling fees, net(b)


(8,357
)


(11,009
)


(14,246
)


(1,953
)Additional depreciation and amortization for fair value
    adjustment in property, plant and equipment and intangible
    assets(c)










(18,830
)


(2,581
)Total consolidated gross profit, as reported


585,247



827,497



1,224,478



167,861Operating expenses


(364,728
)


(468,642
)


(617,927
)


(84,710
)Operating income


220,519



358,855



606,551



83,151Other income


9,462



8,497



19,901



2,728Other expenses


(252
)


(2,481
)


(2,031
)


(278
)Interest income


3,854



27,890



73,726



10,107Interest expense


(2,019
)


(462
)


(87
)


(12
)Income before income taxes and minority interests


231,564



392,299



698,059



95,696        F-25




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Geographic
    disclosures
    Year Ended December 31,2005

2006

2007

2007RMB000

RMB000

RMB000

US$000PRC


626,997



779,378



1,102,927



151,198Other countries


451,576



735,603



1,128,010



154,636Total consolidated net revenues


1,078,573



1,514,981



2,230,937



305,834     Major
    customers
    20.
    Related
    party transactions      21.
    Subsequent
    events    3-month
 F-26