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

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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008ORo

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

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

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

New York Stock Exchange   Securities registered or to be
    registered pursuant to Section 12(g) of the Act.
  None
  Securities for which there is a
    reporting obligation pursuant to Section 15(d) of the
    Act.
  None
    þ o
  o þ
  þ o
  Regulation S-T o 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


22ITEM 4A.


UNRESOLVED STAFF COMMENTS


43ITEM 5.


OPERATING AND FINANCIAL REVIEW AND PROSPECTS


43ITEM 6.


DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES


63ITEM 7.


MAJOR SHAREHOLDERS AND RELATED PARTY
    TRANSACTIONS


72ITEM 8.


FINANCIAL INFORMATION


73ITEM 9.


THE OFFER AND LISTING


74ITEM 10.


ADDITIONAL INFORMATION


75ITEM 11.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


82ITEM 12.


DESCRIPTION OF SECURITIES OTHER THAN EQUITY
    SECURITIES


83PART II


83ITEM 13.


DEFAULTS, DIVIDEND ARREARAGES AND
    DELINQUENCIES


83ITEM 14.


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


83ITEM 15.


CONTROLS AND PROCEDURES


83ITEM 16A.


AUDIT COMMITTEE FINANCIAL EXPERT


84ITEM 16B.


CODE OF ETHICS


84ITEM 16C.


PRINCIPAL ACCOUNTANT FEES AND SERVICES


84ITEM 16D.


EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
    COMMITTEES


85ITEM 16E.


PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
    AFFILIATED PURCHASERS


85ITEM 16G.


CORPORATE GOVERNANCE


85ITEM 17.


FINANCIAL STATEMENTS


85ITEM 18.


FINANCIAL STATEMENTS


85ITEM 19.


EXHIBITS


86EX-8.1 List of SubsidiariesEX-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 CPAEX-23.2 Consent of PricewaterhouseCoopers




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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,
    Shenzhen Mindrays predecessor entities, and Mindray DS USA
    Inc., or Datascope Patient Monitoring;
    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 projected growth of the medical device industry in China and
    internationally;
    the effects of the current global economic crisis and global
    macroeconomic conditions on our business, financial condition
    and results of operations;
    the effects of our acquisition of and integration of
    Datascopes patient monitoring device business;
    our expansion plans;
    relevant government policies and regulations relating to the
    medical device industry;
    market acceptance of our products;
    our expectations regarding demand for our products; 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, our manufacturing facilities in Shenzhen,
    and our 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 2009;
    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.
        For the Year Ended December 312004


2005


2006


2007


2008(In thousands of US$, except share and per share data)Statement of Operations Data:Net revenues


84,312



131,630



190,374



294,296



547,527Cost of revenues(1)


(38,543
)


(60,206
)


(86,390
)


(132,768
)


(250,573
)Gross profit


45,769



71,424



103,984



161,528



296,954Operating expenses:Selling expenses(1)


(11,137
)


(17,879
)


(26,622
)


(41,083
)


(80,088
)General and administrative expenses(1)


(3,907
)


(13,679
)


(9,527
)


(12,042
)


(40,802
)Research and development expenses(1)


(7,443
)


(12,954
)


(18,741
)


(28,389
)


(51,945
)Expense of in-progress research and development










(4,000
)






(6,600
)Other general expensesOperating income


23,282



26,912



45,094



80,014



117,519Other income, net


5



1,124



756



2,357



4,918Interest income


373



470



3,505



9,726



8,361Interest expense


(402
)


(246
)


(58
)


(11
)


(5,163
) 3




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For the Year Ended December 312004


2005


2006


2007


2008(In thousands of US$, except share and per share data)Income before income taxes and minority interests


23,258



28,260



49,297



92,086



125,635Provision for income taxes


(1,300
)


(2,205
)


(3,023
)


(14,043
)


(16,948
)Minority interests






(1,026
)


(811
)






Net income


21,958



25,029



45,463



78,043



108,687Deemed dividend on issuance of convertible redeemable preferred
    shares at a discount






(1,712
)










Income attributable to ordinary shareholders(2)


21,958



23,317



45,463



78,043



108,687Basic earnings per share


0.25



0.28



0.52



0.73



1.01Diluted earnings per share


0.25



0.28



0.47



0.69



0.96Dividends declared per share


0.29



0.45



0.15



0.18



0.20Shares used in computation of:Basic earnings per share


86,000,000



82,790,427



87,066,163



106,328,347



107,366,250Diluted earning per share


86,000,000



82,790,427



96,370,084



112,678,984



113,364,756   As of December 31,2004


2005


2006


2007


2008(In thousands)Balance Sheet Data:Cash and cash equivalents

$
21,574


$
55,283


$
219,064


$
189,045


$
96,370Working capital(3)


26,519



58,096



209,001



237,191



147,593Total current assets


43,018



83,656



254,154



306,495



427,414Total assets


58,364



104,190



327,664



446,714



785,771Total current liabilities


16,499



25,560



45,153



69,304



279,821Minority interests


1



4,659



1



2



2Net assets


41,864



33,652



279,713



374,022



498,092Capital stock


11



10



13



13



14     (1)
    
    Share-based compensation charges incurred during the years
    related to:  For the Year Ended December 31,2004


2005


2006


2007


2008(In thousands)Cost of revenues





$
33


$
77


$
267


$
423Selling expenses






1,047



801



2,781



2,870General and administrative expenses






7,202



1,532



2,232



2,697Research and development expenses






375



864



2,430



2,731    (2)
    
    Income attributable to ordinary shareholders includes income
    attributable to both Class A ordinary share shareholders
    and Class B ordinary share shareholders on a pro-rata basis.(3)
    
    Working capital is equal to current assets less current
    liabilities.  B.
    Capitalization
    and Indebtedness.    C.
    Reasons
    for the Offer and Use of Proceeds.   4




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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;
    optimize our manufacturing and procurement processes to predict
    and control costs;
    manufacture and deliver products in a timely manner;
    increase customer awareness and acceptance of our products;
    effectively manage our brands;
    minimize the time and costs required to obtain required
    regulatory clearances or approvals;
    anticipate and compete effectively with other medical device
    developers, manufacturers and marketers;
    price our products competitively; and
    effectively integrate customer feedback into our research and
    development planning.  The
    acquisition of Datascopes patient monitoring device
    business may not be effectively integrated and exposes us to
    additional potential risks, each of which may materially and
    adversely affect our business.
      
    integrating operations, services and personnel in a timely and
    efficient manner;
    unforeseen or hidden liabilities; 5




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
    the diversion of resources from our existing businesses and
    technologies;
    our ability to generate sufficient revenue and net income to
    offset acquisition costs;    
    effectively managing multiple brands;
    integrating and managing our third-party distribution network
    and our newly acquired direct sales force, particularly in areas
    of overlap;
    identifying when to sell direct and when to sell through our
    distribution network to maximize net revenues;
    coordinating sales and marketing efforts to effectively
    communicate our capabilities to our customers;
    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;
    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 U.S. operations;
    preserving important customer and supplier relationships of both
    companies and resolving potential conflicts that may arise;
    demonstrating to customers that the acquisition will not result
    in adverse changes in client service standards or business focus
    and assisting customers in conducting 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.  We are
    currently experiencing a global economic crisis, which could
    materially and adversely affect our business, financial
    condition and results of operations.
        
    Reduced demand for our products.  In a period
    of economic uncertainty, customers may adopt a strategy of
    deferring purchases to upgrade existing equipment or deploy new
    equipment until later periods when visibility of their cash
    flows becomes more assured. In addition, customers who must
    finance their capital expenditures through various forms of debt
    may find financing unavailable to them.
    Increased pricing pressure and lower
    margins.  Our competitors include a number of
    global enterprises with relatively greater size in terms of
    revenues, working capital, financial resources and number of
    employees, and some of our end-users are healthcare service
    providers who are typically owned, controlled, 6




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or sponsored by governments. If the size of our potential
    markets contracts due to the global economic downturn,
    competition for available sales may become more intense, which
    could require us to offer or accept pricing, payment, or local
    content terms which are less favorable to remain competitive. In
    some cases we might be unwilling or unable to compete for
    business where competitive pressures make a potential
    opportunity unprofitable to us.  
    Greater difficulty in collecting accounts
    receivable.  Many of our end-users are either
    owned or controlled by governments; any changes in such
    governments policies concerning the authorization or
    funding of payments for capital expenditures could lengthen the
    cash collection cycle of our distributors, which may thereby
    cause our liquidity to deteriorate if our distributors are
    unable to pay us on time. Additionally, sales made to our
    distributors or other customers whose financial resources may be
    subject to rapid decline, could expose us to losing sales,
    delaying revenue recognition or accepting greater collection
    risks due to credit quality issues.
    Greater difficulty in obtaining purchased goods and
    services.  We expect that many of our suppliers
    will face the same or more challenging circumstances as we face
    in the current economic downturn, which could result in an
    adverse effect on our cash flows and liquidity. Some suppliers
    or vendors could choose to provide supplies or services to us on
    more stringent payment terms than those currently in place, such
    as by requiring advance payment or payment upon delivery of such
    supplies or services. Additionally, some suppliers might
    experience a worsening financial condition causing them to
    either withdraw from the market or be unable to meet our
    expected timing for the receipt of goods ordered from them,
    either of which condition could adversely affect our ability to
    serve our customers and lengthen the cycle time for transforming
    customer orders into cash receipts. Additionally, if it is
    necessary to seek alternative sources of supply, the effects on
    our costs, cycle time for cash collections, and customer
    satisfaction with us are uncertain.
    Additional restructuring and impairment
    charges.  If we are unable to generate the level
    of revenues, profits, and cash flow contemplated by our business
    plan, management will be forced to take further action to focus
    our business activities and align our cost structure with
    anticipated revenues. These actions, if necessary could result
    in additional restructuring charges
    and/or asset
    impairment charges being recognized in 2009 and beyond.    We
    maintain a direct sales force in the United States and Europe
    following our acquisition of Datascopes patient monitoring
    device business that is costly and the maintenance of which
    could have a material adverse effect on our
    business.
    Maintaining
    a direct sales force and independent distribution network in the
    United States and Europe could result in potential sales
    conflicts that would negatively impact our revenue and results
    of operations.
   7




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We
    depend on distributors for a significant majority of our
    revenues and a significant portion of our revenue growth.
    Failure to maintain relationships with our distributors would
    materially and adversely affect our business.
    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.    non-U.S. companies
 8




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We may
    undertake acquisitions, which may have a material adverse effect
    on our ability to manage our business, and may end up being
    unsuccessful.
    International
    expansion may be costly, time consuming and difficult. If we do
    not successfully expand internationally, our profitability and
    prospects would be materially and adversely
    affected.
      
    political instability;
    economic instability and recessions;
    changes in tariffs;
    difficulties of administering foreign operations generally;
    limited protection for intellectual property rights;
    obligations to comply with a wide variety of foreign laws and
    other regulatory requirements;
    increased risk of exposure to terrorist activities;
    financial condition, expertise and performance of our
    international distributors;
    export license requirements;
    unauthorized re-export of our products;
    potentially adverse tax consequences; and
    inability to effectively enforce contractual or legal rights.  Consolidation
    of our customer base and the formation of group purchasing
    organizations could adversely affect our revenues.
   9




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We
    depend on our key personnel, and our business and growth may be
    severely disrupted if we lose their services.
      Our
    business is subject to intense competition, which may reduce
    demand for our products and materially and adversely affect our
    business, financial condition, results of operations and
    prospects.
    
    greater financial and other resources;
    larger variety of products;
    more products that have received regulatory approvals;
    greater pricing flexibility;
    more extensive research and development and technical
    capabilities;
    patent portfolios that may present an obstacle to our conduct of
    business;
    greater knowledge of local market conditions where we seek to
    increase our international sales;
    capability to offer vendor financing or leasing arrangements;
    stronger brand recognition; and
    larger sales and distribution networks. 10




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If we
    fail to accurately project demand for our products, we may
    encounter problems of inadequate supply or oversupply,
    especially with respect to our international markets, which
    would materially and adversely affect our financial condition
    and results of operations, as well as damage our reputation and
    brand.
       11




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We
    currently principally rely on three 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 successfully manage our growth could strain our management,
    operational and other resources, which could materially and
    adversely affect our business and prospects.
   12




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
    continued enhancement of our research and development
    capabilities;
    hiring and training of new personnel;
    information technology system enhancement;
    stringent cost controls and sufficient liquidity;
    strengthening of financial and management controls and
    information technology systems; and
    increased marketing, sales and sales support activities.    We may
    need additional capital, and we may be unable to obtain such
    capital in a timely manner or on acceptable terms, or at
    all.
    
    our future financial condition, results of operations and cash
    flows;
    general market conditions for capital raising activities by
    medical device and related companies; and
    economic, political and other conditions in China and
    internationally.    We
    depend on information technology, or IT, to support our business
    operations, the failure of which would materially and adversely
    affect our business, results of operations and
    prospects.
    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 names 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.
     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.
    
    global economic conditions;
    our ability to attract and retain distributors and key customers;
    changes in pricing policies by us or our competitors;
    variations in customer purchasing cycles;
    our sales and delivery cycle length;
    the timing and market acceptance of new product introductions by
    us or our competitors;
    our ability to expand into and further penetrate international
    markets;
    the timing of receipt of government incentives;
    Inventory value readjustments due to yearend supplier pricing
    renegotiation;
    changes in the industry operating environment; and
    changes in government policies or regulations, including new
    product approval procedures, or their enforcement.    Fluctuations
    in exchange rates could result in foreign currency exchange
    losses.
     16




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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.
    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
    become a passive foreign investment company, or PFIC, which
    could result in adverse U.S. 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.
  non-U.S. distributors non-U.S. distributors non-U.S. distributors
   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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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.
        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.
     20




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Restrictions
    on currency exchange may limit our ability to utilize our
    revenues effectively.
    The
    discontinuation of any of the preferential tax treatments or the
    financial incentives currently available to us in the PRC could
    adversely affect our financial condition and results of
    operations.
     21




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Under
    the New EIT Law, we may be classified as a resident
    enterprise of China. Such classification will likely
    result in unfavorable tax consequences to us and U.S. holders of
    our ADSs or ordinary shares.
      ITEM 4.
    INFORMATION
    ON THE COMPANY  A.
    History
    and Development of the Company.   22




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(86-755) 2658-2888. http://www.mindray.com.
  B.
    Business
    overview.  Overview
         23




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Products
       24




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Business Segment

Products

DescriptionPatient Monitoring and Life support products

iPM9800

New generation mid-end patient monitor for flexible careBeneheart

Our first defibrillatorWATO
    EX55/65

Enhanced version of anesthesia machine with better usability and
    functionalities than WATO EX50/60AS 3000

A North America focused anesthesia delivery systemIn-Vitro Diagnostic Products

BC-5380/5300

An economical version of our BC-5500 five-part hematology
    analyzerBS-380

A higher throughput version of our BS-300 biochemistry analyzer
    with auto cleaning capability;BA-88A

Semi-automatic biochemistry analyzerMedical Imaging Systems

DC-3

A basic color ultrasound systemDigiEye
    560T/561

Two versions of digital radiography system     Business Segment

Products

DescriptionPatient Monitoring and Life support products

WATO EX20/30

A basic version of anesthesia machineSurgical light
    Surgical bed

First generation of surgical light and surgical bedCeiling pendant system

First introduction of an addition to surgical suite equipment to
    be used along with our surgical light, surgical bed, patient
    monitors and anesthesia machinesTwo patient monitoring devices

First two devices jointly-developed by our R&D teams based
    in Shenzhen, China and Mahwah, U.S.Medical Imaging Systems

DC-7

Higher end cart-based color ultrasound systemM-7

Portable color ultrasound systemDP-6900

Portable B/W ultrasound systemDigiEye 760

Digital radiography system   Patient
    monitoring and life support products
  Patient monitoring devices.
 25




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Life support products.
    In-vitro
    diagnostic products
    Hematology analyzers.
  Biochemistry analyzers.
      Medical
    imaging systems
   26




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##### Table of Contents



Distribution,
    Direct Sales
  Third
    Party Distributor Network in China.
    Tender
    Sales in China
    Our
    international third party distribution network.
     27




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International
    direct sales
    Marketing
  on-site
  Customers
    Our distributors.
  ODM and OEM customers.
  Hospital and government agency customers.
     28




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Customer
    Support and Service
  China
    
    End-User Support and Service.  In 2008, we
    conducted more than 100 training sessions in hospitals
    throughout China and almost 180 training sessions at our
    headquarters in Shenzhen and our offices in China. We also
    maintain a customer service center in Shenzhen for channelling
    customer needs for preliminary technical support and repair for
    products sold. For support issues that require a site visit or
    for maintenance and repair requests, we have maintenance and
    repair personnel as well as maintain a supply of parts and
    components at our China offices. We believe our domestic support
    and service capabilities give us a significant advantage over
    our competitors, as they enable us to respond timely to requests
    for support, maintenance, and repair. This creates and
    reinforces positive impressions of our brand.
    Distributor Support and Service.  In addition
    to ensuring that our brand is associated with high quality
    products and responsive service, our customer support and
    service employees work with our distributors in a wide range of
    areas to help them become more effective. In particular, we can
    assist our distributors in establishing a series of best
    practices in their approach to sales and marketing management,
    helping them identify market opportunities, and providing
    feedback on their sales performance and customer relations.    International
        Manufacturing
    and Assembly
     29




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
    Increase use of common resources within and across
    products.  By identifying resources that can be
    commonly applied within and across products, we are able to
    purchase raw materials and components in greater quantities,
    which often results in reduced material and component costs. As
    we improve existing products and develop new products, we look
    to carry over common resources. The cost of the new or improved
    product can be reduced as a result of the lower costs already in
    place from volume purchases. As more products utilize common
    resources, the resulting increased purchases of common resources
    further reduce costs, with benefits across a range of products.
    Increase use of in-house manufactured
    components.  To better optimize the benefit of our
    use of common resources across business segments and increasing
    sales levels, we produce the majority of the components that go
    into our products. As we continue to refine our use of common
    resources and grow our revenues, we anticipate creating
    additional economies of scale, allowing us to move additional
    component production in-house, thereby lowering our production
    costs.
    Increase use of common manufacturing and assembly practices
    within and across business segments.  We
    continually seek to identify common manufacturing and assembly
    practices both within and across business segments. By
    identifying common manufacturing and assembly practices for new
    products, we seek to reduce capital outlays for new
    manufacturing equipment. This also allows us to spread our
    manufacturing team across fewer manufacturing and assembly
    stations, creating a streamlined manufacturing and assembly
    workflow. We believe this increases employee efficiency, with
    employees required to learn to manufacture or assemble fewer
    components, and reduces our training costs.           30




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Intellectual
    Property
               31




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Competition
          Patient Monitoring and Life support
    products.
  In-Vitro Diagnostic Products.
    Medical Imaging Systems.
   32




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Seasonality
    Insurance
      Facilities
    Legal
    Proceedings
   33




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Regulation
    China
  Classification
    of Medical Devices
          Medical
    Instrument Manufacturing License
     34




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##### Table of Contents



Medical
    Instrument Distribution License
    Registration
    Requirement
      Regulation
    of Reagents
      Continuing
    SFDA Regulation
    
    SFDAs quality system regulations which require
    manufacturers to create, implement and follow certain design,
    testing, control, documentation and other quality assurance
    procedures;
    medical device reporting regulations, which require that
    manufacturers report to the SFDA certain types of adverse
    reaction and other events involving their products; and
    SFDAs general prohibition against promoting products for
    unapproved uses.   35




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
    fines, injunctions and civil penalties;
    recall or seizure of our products; take over the illegal revenue


    the imposition of operating restrictions, partial suspension or
    complete shutdown of production; withdraw the Registration
    Certificate for Medical Device
    criminal prosecution.  Radio
    Transmission Equipment Type Approval Certificate
    China
    Compulsory Certification Requirements
    United
    States
    FDA
    premarket clearance and approval requirements
    510(k)
    clearance pathway
     36




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##### Table of Contents



and/or
    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
     37




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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
    
    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 38




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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
   39




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Form F-1 www.sec.gov.
      Dividend
    Distributions
      C.
    Organizational
    Structure.   40




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41




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D.
    Property,
    Plant and Equipment.       42




---



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No.


Location

General Character and Use of Property1


NanShan District, Shenzhen, China

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


(XiLi) Shenzhen, China

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


(BaiWang) Shenzhen, China

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


(DeWeisen) Shenzhen, China

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


HaiDian District, Beijing, China

Owned, 10,697 square feet, used as research and development
    center6


ChaoYang District, Beijing, China

Owned, 1,970 square meters, used as a sales, marketing and
    administrative office7


Nanjing, China

Leased, 2,000 square meters used for manufacturing,
    research and development, sales and other daily operations8


Sundbyberg, Stockholm, Sweden

Leased, 865 square meters, used for research and
    development, sales and other daily operations9


Mahwah, New Jersey

Owned, 130,000 square feet, used as a Patient Monitoring
    and Technology Services headquarters and the manufacturing,
    research and development and warehousing of patient monitoring
    devices10


Hoevelaken, Netherlands

Owned, 12,700 square feet, used for office and warehousing11


Seattle, Washington

Leased, used for research and development, sales support and
    other daily operations     ITEM 4A.
    UNRESOLVED
    STAFF COMMENTS    ITEM 5.
    OPERATING
    AND FINANCIAL REVIEW AND PROSPECTS  Form 20-F.
 43




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A.
    Operating
    Results.  Overview
           44




---



##### Table of Contents



Pricing
         45




---



##### Table of Contents



Revenues
              Patient Monitoring and Life Support
    Products.
  In-Vitro Diagnostic Products.
 46




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Medical Imaging Systems.
  Others.
      
    global economic conditions;
    the level of acceptance of our products among hospitals and
    other healthcare facilities;
    our ability to attract and retain distributors, key customers
    and our direct sales force;
    new product introductions by us and our competitors;
    our ability to price our products at levels that provide
    favorable margins;
    exchange rate fluctuations;
    our ability to expand into and further penetrate international
    markets;
    the availability of credit for our customers;
    the continued availability of value added tax refunds; and
    healthcare-related policies that could lead to curtailed capital
    investments, particularly in China and the United States.    Cost
    of Revenues
   47




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start-up
      Gross
    Profit and Gross Margin
     48




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Operating
    Expenses
    Selling
    Expenses
        General
    and Administrative Expenses
      Research
    and Development Expenses
   49




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Employee
    Share-Based Compensation Expenses
        For the Year Ended December 31,2006


2007


2008(In thousands)Cost of revenues

$
77


$
267


$
423Selling expenses


801



2,781



2,870General and administrative expenses


1,532



2,232



2,697Research and development expenses


864



2,430



2,731   Other
    Income (Expense)
      Taxes
    and Incentives
     50




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Results
    of Operations
    Years Ended December 31,2006


2007


2008(In thousands of US$, except for share and per share data)Net revenues

$
190,374


$
294,296


$
547,527Cost of revenues(a)


(86,390
)


(132,768
)


(250,573
)Gross profit


103,984



161,528



296,954Operating expenses:Selling expenses(a)


(26,622
)


(41,083
)


(80,088
)General and administrative expenses(a)


(9,527
)


(12,042
)


(40,802
)Research and development expenses(a)


(18,741
)


(28,389
)


(51,945
)Expense of in-progress research and development


(4,000
)






(6,600
)Operating income


45,094



80,014



117,519Other income, net


756



2,357



4,918Interest income


3,505



9,726



8,361Interest expense


(58
)


(11
)


(5,163
)Income before income taxes and minority interests


49,297



92,086



125,635 51




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Years Ended December 31,2006


2007


2008(In thousands of US$, except for share and per share data)Provision for income taxes

$
(3,023
)

$
(14,043
)

$
(16,948
)Minority interests


(811
)






Net income


45,463



78,043



108,687Basic earnings per share


0.52



0.73



1.01Diluted earnings per share


0.47



0.69



0.96Shares used in computation of:Basic earnings per share


87,066,163



106,328,347



107,366,250Diluted earnings per share


96,370,084



112,678,984



113,364,756       Years Ended December 31,2006

2007

2008Share-based compensation charges incurred during the years
    related to:Cost of revenues

$
77


$
267


$
423Selling expenses


801



2,781



2,870General and administrative expenses


1,532



2,232



2,697Research and development expenses


864



2,430



2,731  52




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Comparison
    of Years Ended December 31, 2006, December 31, 2007
    and December 31, 2008
  Net
    Revenues
    Years Ended December 31,2006


2007


2008Net





Net





NetRevenues





Revenues





RevenuesNet


% of


Net


% of


Net


% ofRevenues


Total


Revenues


Total


Revenues


Total(In thousands, except percentages)Geographic Data:China

$
97,937



51.4
%

$
145,493



49.4
%

$
234,454



42.8
%Other Asia


27,687



14.5



39,606



13.5



56,245



10.3Europe


32,599



17.2



54,033



18.4



95,023



17.4North America


15,098



7.9



20,018



6.8



94,600



17.3Others


17,053



9.0



35,146



11.9



67,205



12.2Total net revenues

$
190,374



100.0
%

$
294,296



100.0
%

$
547,527



100.0
%Segment Data:Patient monitoring and life support products

$
76,351



40.1
%

$
106,553



36.2
%

$
243,890



44.5
%In-vitro diagnostic products


55,705



29.3



91,767



31.2



137,270



25.1Medical imaging systems


55,719



29.3



91,522



31.1



138,973



25.4Others


2,599



1.3



4,454



1.5



27,394



5.0Total net segment revenues

$
190,374



100.0
%

$
294,296



100.0
%

$
547,527



100.0
%              53




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Cost of
    Revenues
   54




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
    Patient monitoring and life support devices
    
    In-vitro diagnostic products
    
    Medical imaging systems
    Gross
    Profit and Gross Margin
    Operating
    Expenses
    Selling
    Expenses
    
    increases in salaries and bonus payments resulting primarily
    from a growing sales headcount, particularly on our
    international sales team;
    increase in travel, marketing and training expenses; 55




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
    an increase in share-based compensation expenses;
    our acquisition of Datascopes patient monitoring device
    business, which contributed to more than 30% of our selling
    expenses in 2008;
    international expansion in more developed countries, which tends
    to be more expensive; and
    building our direct sales force infrastructure and localizing
    our direct sales staff,    General
    and Administrative Expenses
      Research
    and Development Expenses
    Expense
    of In-Progress Research and Development
    Other
    Income (Expense)
      Provision
    for Income Taxes
   56




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Minority
    Interests
    Net
    Income
    Critical
    Accounting Policies
    Allowance
    for Doubtful Accounts
    Write
    Down of Inventories
  first-in-first-out
  Warranty
    Provision
   57




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Impairment
    of assets
    Provisions
    for Income Taxes
    Revenue
    Recognition
    
    There is persuasive evidence of an arrangement;
    Delivery has occurred (e.g. an exchange has taken place);
    The sales price is fixed or determinable; and
    Collectability is reasonably assured.  free-on-board
     58




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Valuation
    of Share-Based Compensation
    B.
    Liquidity
    and Capital Resources.  Overview
    2007


2008(In thousands)Cash and cash equivalents

$
189,045


$
96,370Net cash generated from operating activities


93,401



92,916Net cash used in investing activities


(118,785
)


(335,020
)Net cash (used in) generated from financing activities


(11,660
)


142,203   Operating
    Activities
        Investing
    Activities
   59




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Financing
    Activities
               60




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Capital
    Expenditures
    C.
    Research
    and Development.             61




---



##### Table of Contents



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








Than1 Year


1-3 Years


3-5 Years


5 Years


Total(In thousands of US$)Capital commitments


29,241















29,241Operating leases(1)


4,007



5,903



5,284



10,606



25,800Short-term bank loans


157,007















157,007Total


190,255



5,903



5,284



10,606



212,048     (1)
    
    Operating leases are for office premises and our assembly and
    manufacturing facility.   62




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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(2)(3)(4)


34


Director, Chief Financial OfficerCheng Minghe


47


Executive Vice President of Strategic DevelopmentLiu Jie


40


Chief Operating OfficerDavid Gibson


40


President, Datascope Patient Monitoring, Mindray DS USA Inc.Tim Fitzpatrick


42


General CounselRonald Ede(5)


50


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


71


DirectorJixun Lin


44


DirectorKern Lim(1)(2)(3)


39


DirectorPeter Wan(1)(2)(3)


56


DirectorWu Qiyao


72


Director     (1)
    
    Member, audit committee(2)
    
    Member, compensation committee(3)
    
    Member, nomination committee(4)
    
    Joyce I-Yin Hsu served as the Chief Financial Officer until
    May 8, 2009.(5)
    
    Ronald Ede served on the audit committee until June 25,
    2008. Mr. Ede shall assume the position of Chief Financial
    Officer effective May 9, 2009.  Xu Hang
  Li Xiting
  Joyce I-Yin Hsu
  Cheng Minghe
 63




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##### Table of Contents



Liu Jie
  David Gibson
  Tim Fitzpatrick
  Ronald Ede
  Chen Qingtai
  Jixun Lin
  Peter Wan
 64




---



##### Table of Contents



Kern Lim
  Wu Qiyao
    B.
    Compensation.  Remuneration
    and Borrowing
    Compensation
    of Directors and Executive Officers
    2006
    Employee Share Incentive Plan
         65




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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 US$)Xu Hang


400,000



11.00


September 8, 2006

September 8, 2014Li Xiting


400,000



11.00


September 8, 2006

September 8, 2014Joyce I-Yin Hsu


*



5.00


February 22, 2006

February 22, 2014Cheng Minghe


100,000



5.00


February 22, 2006

February 22, 2014Liu Jie


*



5.00


February 22, 2006

February 22, 2014*



20.50


January 23, 2007

January 21, 2015*



20.50


October 12, 2007

October 12, 2015David Gibson


*



20.50


May 15, 2008

May 15, 2016Tim Fitzpatrick


*



13.50


September 25, 2006

September 25, 2014Ronald Ede


*



11.00


September 8, 2006

September 8, 2014*



20.50


May 15, 2008

May 15, 2016Chen Qingtai


*



11.00


September 8, 2006

September 8, 2014Jixun Lin


*



20.50


December 21, 2007

December 21, 2015Wu Qiyao


*



11.00


September 8, 2006

September 8, 2014     *
    
    Upon exercise of all options granted, would beneficially own
    less than 1% of our outstanding ordinary shares.
    
    Options reissued on March 16, 2009 in connection with our
    option exchange program. See note 23 to our consolidated
    financial statements included elsewhere in this annual report.  Employment
    Agreements
   66




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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
    approving the transfer of shares of our company, including the
    registering of such shares in our share register. 67




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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;
    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; 68




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
    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.  Nominations
    Committee
     69




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##### Table of Contents



Corporate
    Governance
      Differences
    in Corporate Law
  http://www.mindray.com.
  Interested
    Transactions
    D.
    Employees.    As ofDecember 31,2008Manufacturing


1,787Research and development


1,402General and administration


345Marketing and sales (including customer support and service)


1,485Mindray Medical USA Corp. (Seattle)


8Mindray, Nanjing, China


69Mindray DS USA


458Total


5,554      70




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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)**


17,479,858



16.0
%


29.1
%Li Xiting(2)**


17,580,214



16.1
%


34.2
%Cheng Minghe(3)**


2,822,078



2.6
%


5.6
%Joyce I-Yin Hsu


*



*



*David Gibson


*



*



*Tim Fitzpatrick


*



*



*Chen Qingtai


*



*



*Ronald Ede


*



*



*Wu Qiyao


*



*



*Other 5% ShareholdersFMR LLC(4)


6,927,837



6.3
%


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. 1,499,900 ADSs are subject to a Stock
    Purchase Agreement and Pledge Agreement entered into by UBS
    Securities LLC, UBS AG, Stamford Branch, as collateral agent
    (collectively, UBS Securities LLC) and New Dragon
    (No. 12) Investments Limited, or New Dragon, in a series of
    agreements dated August 8, 2007, August 13, 2007,
    August 20, 2007, August 27, 2007 and September 5,
    2007 (collectively, the New Dragon VPF Agreement).
    Under the New Dragon VPF Agreement, UBS Securities LLC retains
    voting and dividend rights of such shares. Mr. Xu is the
    sole shareholder and exercises investment and voting power over
    the shares held by New Dragon. New Dragon is a Cayman Islands
    company and its address is Ugland House, P.O. Box 309,
    George Town, Grand Cayman, Cayman Islands.(2)
    
    Holdings include Class B ordinary shares, ADSs, and options
    to purchase Class A ordinary shares. 1,000,000 ADSs
    are subject to a Stock Purchase Agreement and Pledge Agreement
    entered into by UBS Securities LLC and Quiet Well Limited, in a
    series of agreements dated August 13, 2007, August 20,
    2007 and August 29, 2007 (collectively, the Quiet
    Well VPF Agreement). Under the Quiet Well VPF Agreement,
    UBS Securities LLC retains voting and dividend rights of such
    shares. Mr. Li is the sole shareholder and exercises 71




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##### Table of Contents



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)
    
    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.      ITEM 7.
    MAJOR
    SHAREHOLDERS AND RELATED PARTY TRANSACTIONS  A.
    Major
    Shareholders.    B.
    Related
    Party Transactions.   72




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##### Table of Contents



C.
    Interests
    of Experts and Counsel.    ITEM 8.
    FINANCIAL
    INFORMATION  A.
    Consolidated
    statements and other financial information.    Legal
    Proceedings
    Dividend
    Policy
          B.
    Significant
    Changes.   73




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##### Table of Contents



ITEM 9.
    THE
    OFFER AND LISTING.  A.
    Offering
    and listing details.  Price
    Range of Our ADSs
    High


Low2006 (from September 26, 2006)September

$
17.75


$
15.20October

$
19.60


$
15.60November

$
24.72


$
18.21December

$
27.20


$
21.902007January

$
26.85


$
22.75February

$
29.30


$
21.11March

$
25.88


$
22.51April

$
25.38


$
22.76May

$
29.03


$
22.99June

$
31.95


$
26.50July

$
32.42


$
28.81August

$
36.05


$
28.35September

$
43.47


$
36.15October

$
45.19


$
35.00November

$
42.00


$
33.00December

$
45.10


$
36.652008January

$
43.76


$
32.01February

$
37.96


$
33.20March

$
36.70


$
24.97April

$
35.54


$
29.10May

$
41.90


$
33.83June

$
42.00


$
34.88July

$
40.50


$
35.25August

$
44.41


$
36.55September

$
39.97


$
29.06October

$
34.89


$
15.80November

$
26.45


$
12.31December

$
19.90


$
15.002009January

$
22.04


$
16.50February

$
24.99


$
18.17March

$
20.99


$
16.39April

$
26.00


$
18.00May (through May 7, 2009)

$
25.20


$
22.04  74




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##### Table of Contents



B.
    Plan of
    Distribution.    C.
    Markets.    D.
    Selling
    Shareholders.    E.
    Dilution.    F.
    Expenses
    of the Issue.    ITEM 10.
    ADDITIONAL
    INFORMATION.  A.
    Share
    capital.    B.
    Memorandum
    and Articles of Association.  Form 6-K No. 001-33036)
  C.
    Material
    Contracts.      Form 20-F.
 75




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##### Table of Contents



D.
    Exchange
    Controls.    
    The Foreign Currency Administration Rules (1996), as
    amended; and
    The Administration Rules of the Settlement, Sale and Payment of
    Foreign Exchange (1996), or the Administration Rules.        Regulation
    of Foreign Exchange in Certain Onshore and Offshore
    Transactions
    
    prior to establishing or assuming control of an offshore company
    for the purpose of financing that offshore company with assets
    or equity interests in an onshore enterprise in the PRC, each
    PRC resident, whether a natural or legal person, must complete
    the overseas investment foreign exchange registration procedures
    with the relevant local SAFE branch;
    an amendment to the registration with the local SAFE branch is
    required to be filed by any PRC resident that directly or
    indirectly holds interests in that offshore company upon either
    (1) the injection of equity interests or assets of an
    onshore enterprise to the offshore company or (2) the
    completion of any overseas fund raising by such offshore
    company; and
    an amendment to the registration with the local SAFE branch is
    also required to be filed by such PRC resident when there is any
    material change in the capital of the offshore company and not
    related to inbound investment, such as (1) an increase or
    decrease in its capital, (2) a transfer or swap of shares,
    (3) a merger or divesture, (4) a long-term equity or
    debt investment or (5) the creation of any security
    interests over the relevant assets located in China. 76




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##### Table of Contents



E.
    Taxation.    Cayman
    Islands Taxation
     77




---



##### Table of Contents



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.    U.S.
    Federal Income Taxation
  non-U.S. tax
  
    dealers in securities or currencies;
    traders in securities that elect to use a mark-to-market method
    of accounting for securities holdings;
    banks or other financial institutions;
    insurance companies;
    tax-exempt organizations;
    partnerships and other entities treated as partnerships or other
    pass through entities for U.S. federal income tax purposes
    or persons holding ADSs and ordinary shares through any such
    entities;
    regulated investments companies or real estate investment trusts;
    persons that hold ADSs and Shares as part of a hedge, straddle,
    constructive sale, conversion transaction or other integrated
    investment;
    persons whose functional currency for tax purposes is not the
    U.S. dollar;
    U.S. expatriates or persons treated as residents of more
    than one country;
    persons liable for alternative minimum tax; or
    persons who actually or constructively own 10% or more of the
    total combined voting power of all classes of our shares
    (including ADSs and ordinary shares) entitled to vote.    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; 78




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##### Table of Contents




    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.  non-U.S. partnership non-U.S. entity
    Dividends
    on ADSs and Ordinary Shares
      Sales
    and other dispositions of ADSs and Ordinary Shares
    Passive
    Foreign Investment Company
   79




---



##### Table of Contents



80




---



##### Table of Contents



U.S.
    Information Reporting and Backup Withholding Rules
  Form W-9 Form W-8.
  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
    NON-U.S. JURISDICTION,
    INCLUDING ESTATE, GIFT, AND INHERITANCE LAWS.
  Peoples
    Republic of China Taxation
      F.
    Dividends
    and Paying Agents.    G.
    Statement
    by Experts.    H.
    Documents
    on Display.  Form F-1
  Form 20-F
  Form 20-F,
 81




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##### Table of Contents



Form 20-F http://www.sec.gov 1-800-SEC-0330.
  I.
    Subsidiaries
    Information    ITEM 11.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  Quantitative
    and Qualitative Disclosures about Market Risk
  Foreign
    Exchange Risk
            Interest
    Rate Risk
  3-month
 82




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##### Table of Contents



Inflation
    ITEM 12.
    DESCRIPTION
    OF SECURITIES OTHER THAN EQUITY SECURITIES.   PART II.  ITEM 13.
    DEFAULTS,
    DIVIDEND ARREARAGES AND DELINQUENCIES.    ITEM 14.
    MATERIAL
    MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
    PROCEEDS.    ITEM 15.
    CONTROLS
    AND PROCEDURES.  Evaluation
    of Disclosure Controls and Procedures
  13a-15(e) 15d-15(e))
  Managements
    Annual Report on Internal Control Over Financial
    Reporting.
  Rule 13a-15(f)
   83




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##### Table of Contents



Attestation
    Report of the Registered Public Accounting Firm
  page F-1
  Changes
    in Internal Control over Financial Reporting
    ITEM 16A.
    AUDIT
    COMMITTEE FINANCIAL EXPERT.    Rule 10A-3
  ITEM 16B.
    CODE
    OF ETHICS.    ITEM 16C.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.   84




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##### Table of Contents



2006


2007


2008Audit fees(1)

$
525,093


$
1,000,000


$
1,940,000Audit-related fees(2)

$
825,032


$
100,000


$
515,000All Other fees(3)

$



$



$
172,333     (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.(3)
    
    All Other fees means the aggregate fees billed in
    each of the fiscal years listed for services provided by our
    principal auditor, other than services reported under
    Audit fees and Audit-related fees.
    All Other fees in 2008 involve principally the
    consultation fee billed by PricewaterhouseCoopers before they
    were engaged to be our principal external auditor in July 2008.    ITEM 16D.
    EXEMPTIONS
    FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.    ITEM 16E.
    PURCHASES
    OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
    PURCHASERS.    ITEM 16G.
    CORPORATE
    GOVERNANCE.  Differences
    between Cayman Islands and NYSE Corporate Governance
    Practices
    ITEM 17.
    FINANCIAL
    STATEMENTS    ITEM 18.
    FINANCIAL
    STATEMENTS   85




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##### Table of Contents



ITEM 19.
    EXHIBITS  Index to
    Exhibits
  ExhibitNumber

Description1
.1*

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

Form of American Depositary Receipt.2
.2*

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

Form of Deposit Agreement among Mindray Medical International
    Limited, The Bank of New York and owners and holders of the
    American Depositary Shares.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 86




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##### Table of Contents



ExhibitNumber

Description23
.2

Consent of PricewaterhouseCoopers, Independent Registered Public
    Accounting Firm.     *
    
    Previously filed with the Registrants Report filed on
    November 10, 2008 on
    Form 6-K
    (File
    No. 001-33036).
    
    Previously filed with the Registrants registration
    statement on
    Form F-1
    (File
    No. 333-140028).**
    
    Previously filed with the Registrants Report filed on
    June 30, 2008 on
    Form 20-F
    (File
    No. 001-33036).«
    
    Previously filed with the Registrants Report filed on
    May 15, 2008 on
    Form 6-K
    (File
    No. 001-33036). 87




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##### Table of Contents



SIGNATURES
  Form 20-F
    /s/  Xu
    Hang      88




---



##### 



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
    YEARS ENDED DECEMBER 31, 2007 AND 2008
   
 Page(s)Report of Independent Registered Public
    Accounting Firm

F-1  F3Consolidated Statements of Operations for the
    Years Ended December 31, 2006, 2007 and 2008

F-4Consolidated Balance Sheets as of
    December 31, 2007 and 2008

F-5Consolidated Statements of Shareholders
    Equity and Comprehensive Income for the Years Ended
    December 31, 2006, 2007 and 2008

F-6Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2006, 2007 and 2008

F-7Notes to Consolidated Financial Statements for
    the Years Ended December 31, 2006, 2007 and 2008

F-8  F-31Schedule 1  Condensed Financial
    Information of Registrant

F-32  F-35




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  Report of Independent Registered Public Accounting Firm
    Internal Control  Integrated
    Framework
       F-1




---



##### Table of Contents



F-2




---



##### Table of Contents



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




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  CONSOLIDATED STATEMENTS OF OPERATIONS
  Years Ended December 31,2006


2007


2008(Dollars in thousands, except for share andper share data)Net revenues

$
190,374


$
294,296


$
547,527Cost of revenues(a)


(86,390
)


(132,768
)


(250,573
)Gross profit


103,984



161,528



296,954Operating expenses:Selling expenses(a)


(26,622
)


(41,083
)


(80,088
)General and administrative expenses(a)


(9,527
)


(12,042
)


(40,802
)Research and development expenses(a)


(18,741
)


(28,389
)


(51,945
)Expense of in-progress research and development


(4,000
)






(6,600
)Operating income


45,094



80,014



117,519Other income, net


756



2,357



4,918Interest income


3,505



9,726



8,361Interest expense


(58
)


(11
)


(5,163
)Income before income taxes and minority interests


49,297



92,086



125,635Provision for income taxes


(3,023
)


(14,043
)


(16,948
)Minority interests


(811
)






Net income

$
45,463


$
78,043


$
108,687Basic earnings per share

$
0.52


$
0.73


$
1.01Diluted earnings per share

$
0.47


$
0.69


$
0.96Shares used in computation of:Basic earnings per share


87,066,163



106,328,347



107,366,250Diluted earnings per share


96,370,084



112,678,984



113,364,756       Years Ended December 31,2006

2007

2008Share-based compensation charged during the year were included
    in the following:Cost of revenues

$
77


$
267


$
423Selling expenses


801



2,781



2,870General and administrative expenses


1,532



2,232



2,697Research and development expenses


864



2,430



2,731    F-4




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  CONSOLIDATED
    BALANCE SHEETS
  As of December 31,2007


2008(Dollars in thousands, except for share)ASSETSCurrent assets:Cash and cash equivalents

$
189,045


$
96,370Restricted cash






119,711Short-term investments


55,897



36,780Accounts receivable (net of allowance for doubtful
    accounts of $1,105 for 2007 and $3,942 for 2008)


28,813



89,735Inventories


24,816



57,466Value added tax receivables


33



13,566Other receivables


5,368



7,471Prepayments and deposits


1,920



4,503Deferred tax assets


603



1,812Total current assets


306,495



427,414Long-term investments


34,272



Other assets


2,695



1,724Advances for purchase of plant and equipment


18,103



46,275Property, plant and equipment, net


48,056



126,399Land use rights, net


2,435



2,721Intangible assets, net


17,910



67,004Goodwill


16,748



114,234Total assets

$
446,714


$
785,771LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Short-term bank loans

$



$
157,007Notes payable


8,700



7,449Accounts payable


18,208



29,009Advances from customers


7,224



7,523Salaries payable


8,343



16,797Other payables


17,089



46,911Income taxes payable


7,711



10,727Other taxes payable


2,029



4,398Total current liabilities


69,304



279,821Other long-term liabilities






7,120Deferred tax liabilities


3,386



736Commitments and contingencies (Note 20)Minority interests


2



2Shareholders equity:Ordinary shares (HK$0.001 par value, 5,000,000,000 shares
    authorized, 106,844,479 for 2007 and 107,663,703 for 2008 issued
    and outstanding)


13



14Additional paid-in capital


260,107



274,993Retained earnings


94,466



183,886Accumulated other comprehensive income


19,436



39,199Total shareholders equity


374,022



498,092Total liabilities and shareholders equity

$
446,714


$
785,771    F-5




---



##### Table of Contents



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


Additional





OtherShare Capital


Paid-in


Retained


Comprehensive





ComprehensiveNumber


Capital


Earnings


Income


Total


Income(Dollars in thousands, except for share data)As of January 1, 2006


75,350,054


$
9


$
5,344


$
27,199


$
1,098


$
33,650Net income














45,463







45,463



45,463Dividends paid (US$0.20 per share)














(17,027
)






(17,027
)


Dividends paid (US$0.25 per share)














(23,270
)






(23,270
)


Conversion of convertible redeemable preferred share to ordinary
    shares


10,074,977



1



40,677











40,678



Issuance of ordinary shares for acquisition of minority interests


7,649,646



1



38,811











38,812



Issuance of ordinary shares


12,653,000



2



155,359











155,361



Share-based compensation










3,130











3,130



Currency translation adjustments


















2,917



2,917



2,917As of December 31, 2006


105,727,677



13



243,321



32,365



4,015



279,714Total comprehensive income for the year ended December 31,
    2006


























48,380Net income














78,043







78,043



78,043Dividends paid (US$0.15 per share)














(15,942
)






(15,942
)


Issuance of ordinary shares in relation to exercise of options


1,116,802







9,076











9,076



Share-based compensation










7,710











7,710



Currency translation adjustments


















15,421



15,421



15,421As of December 31, 2007


106,844,479



13



260,107



94,466



19,436



374,022Total comprehensive income for the year ended December 31,
    2007


























93,464Net income














108,687







108,687



108,687Dividends paid (US$0.18 per share)














(19,267
)






(19,267
)


Issuance of ordinary shares in relation to exercise of options


819,224



1



6,165











6,166



Share-based compensation










8,721











8,721



Currency translation adjustments


















19,763



19,763



19,763As of December 31, 2008


107,663,703


$
14


$
274,993


$
183,886


$
39,199


$
498,092Total comprehensive income for the year ended December 31,
    2008

























$
128,450    F-6




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2006


2007


2008(Dollars in thousands)Cash flows from operating activities:Net income

$
45,463


$
78,043


$
108,687Adjustments to reconcile net income to net cash from operating
    activities:Amortization of land use rights


17



18



73Depreciation of property, plant and equipment


4,829



6,549



13,831Amortization of debt issuance costs










487Amortization of intangible assets






2,581



8,008Provision for inventories obsolescene










5,297Allowance for doubtful accounts


442



316



2,839Expense of in-progress research and development


4,000







6,600Write off of intangible assets


288







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


(25
)


24



448Share-based compensation expense


3,130



7,710



8,721Deferred income taxes


(1,021
)


29



(1,469
)Income attributable to the minority interests


811







Changes in current asset and liabilities:Increase in accounts receivable


(4,650
)


(14,103
)


(60,107
)Increase in inventories


(2,103
)


(7,870
)


(5,702
)Decrease (increase) in value added tax receivables


1,629



(25
)


(13,232
)Decrease (increase) in other receivables


397



(2,055
)


(1,782
)(Increase) decrease in prepayments and deposits


(253
)


808



(1,326
)Increase in other assets


(13
)


(1,739
)


(274
)Increase (decrease) in notes payable


4,206



1,693



(1,819
)Increase in accounts payable


2,110



7,064



5,025Increase (decrease) in advances from customers


2,159



750



(172
)Increase in salaries payable


1,511



747



7,818Increase in other payables


3,878



6,082



7,204Increase in income taxes payable


473



5,876



777Increase in other taxes payable


1,117



903



2,202Increase in long-term liabilities










782Net cash generated from operating activities


68,395



93,401



92,916Cash flows from investing activities:Acquisition cost, net of cash received of $397










(211,225
)Purchase of property, plant and equipment


(9,097
)


(30,512
)


(44,440
)Purchase of land use rights










(251
)Advances for purchase of plant and equipment






(17,420
)


(26,432
)Proceeds from disposal of property, plant and equipment


137



171



6,223Decrease (increase) in restricted cash


971







(117,542
)Proceeds from sale of investments






4,310



58,542Increase in investments


(14,939
)


(75,398
)


Repayments from employee loans, net


454



64



105Net cash used in investing activities


(22,474
)


(118,785
)


(335,020
)Cash flows from financing activities:Proceeds from bank loans










155,304Dividends paid


(40,297
)


(15,942
)


(19,267
)Proceeds from issuance of ordinary shares (net of direct
    incremental costs of $3,482 in 2006)


155,361







Proceeds from exercise of options






9,076



6,166Proceeds collected for (repaid to) shareholders


4,449



(4,794
)


Net cash generated from (used in) financing activities


119,513



(11,660
)


142,203Net increase (decrease) in cash and cash equivalents


165,434



(37,044
)


(99,901
)Cash and cash equivalents at beginning of year


55,283



219,064



189,045Effect of exchange rate changes on cash


(1,653
)


7,025



7,226Cash and cash equivalents at end of year

$
219,064


$
189,045


$
96,370Supplemental schedule of cash flow information:Income taxes paid

$
3,004


$
8,167


$
19,114Interest paid










3,486Non-cash investing and financing activities:Purchase of property, plant and equipment through payables






1,748



3,550    F-7




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to Consolidated Financial Statements
    for the Years Ended December 31, 2006, 2007 and 2008
  1.
    Organization
    and Principal Activities        2.
    Summary
    of Significant Accounting Policies  (a)
    Basis
    of presentation and principles of consolidation        (b)
    Use of
    estimates   F-8




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (c)
    Cash
    and cash equivalents    (d)
    Restricted
    cash    (e)
    Investments      (f)
    Accounts
    receivable    (g)
    Inventories    (h)
    Intangible
    assets      (i)
    Property,
    plant and equipment, net   F-9




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Classification

YearsBuildings


20 to 50 yearsPlant and machinery


3 to 5 yearsElectronic equipment, furniture and fixtures


3 to 5 yearsMotor vehicles


5 years   (j)
    Land
    use rights    (k)
    Goodwill    (l)
    Impairment
    or disposal of long-lived assets        (m)
    Revenue
    recognition    
    There is persuasive evidence of an arrangement;
    Delivery has occurred (e.g., an exchange has taken place); F-10




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to
    Consolidated Financial
    Statements  (Continued)
   
    The sales price is fixed or determinable; and
    Collectibility is reasonably assured.  free-on-board
      (n)
    Warranty
    costs    December 31,2006


2007


2008Balance at beginning of year

$



$
884


$
1,804Reserve assumed in connection with DPMs acquisition










262Provision made during the year


2,033



3,244



4,674Settlement made during the year


(1,149
)


(2,324
)


(3,673
)Balance at end of year

$
884


$
1,804


$
3,067   (o)
    Shipping
    and handling costs   F-11




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (p)
    Government
    subsidies    (q)
    Software
    development costs    (r)
    Research
    and development costs    (s)
    Advertising
    expenses    (t)
    Staff
    retirement plan costs    (u)
    Share-based
    compensation    (v)
    Income
    taxes     F-12




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (w)
    Basic
    and Diluted Earnings per share      (x)
    Foreign
    currency transactions        (y)
    Comprehensive
    income    (z)
    Fair
    value disclosures    (aa)
    Concentration
    of credit risk   F-13




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to
    Consolidated Financial
    Statements  (Continued)
        (ab)
    Foreign
    currency risk    (ac)
    Recent
    changes in accounting standards  FAS 157-3 FAS 157-3) 157-3 FAS 157-3
  No. EITF03-6-1
     F-14




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to
    Consolidated Financial
    Statements  (Continued)
    FAS 157-2, Effective Date of FASB Statement No. 157 FAS 157-2). FAS 157-2 Fair Value Measurements 157-2, FAS 157-2
  FSP 133-1 Disclosures about Credit Derivatives and Certain
    Guarantees: An Amendment of FASB Statement No. 133 and FASB
    Interpretation No. 45; and Clarification of the Effective
    Date of FASB Statement No. 161 FAS 133-1 FIN 45-4). 133-1 FIN 45-4 FAS 133-1 FIN 45-4
  FAS No. 142-3 FAS 142-3) Goodwill and Other Intangible
    Assets FAS 142-3
     F-15




---



##### 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 HeldName of Company

and Operation

by the Company

Principal 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
    Medical Electronics 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 equipmentsMindray  Distribution and Commercialization of
    Medical Equipment Brazil Ltda.

Brazil


100
%

Marketing of medical equipmentsMindray Medical Rus Limited

Russia


100
%

Marketing of medical equipmentsMindray Medical India Private Limited

India


100
%

Marketing of medical equipmentsMindray Investments Singapore Pte. Ltd.

Singapore


100
%

Investment holdingMindray Medical Canada Limited

Canada


100
%

Marketing of medical equipmentsMindray Medical Netherlands B.V.

Netherlands


100
%

Marketing of medical equipmentsMindray DS USA Inc.

United States of America


100
%

Manufacturing and trading of medical equipments and research and
    development of related productsMindray Medical France SARL

France


100
%

Marketing of medical equipmentsMindray Medical Germany GmbH

Germany


100
%

Marketing of medical equipmentsDatascope International B.V. Netherlands Filial

Netherlands


100
%

Investment holdingMindray Medical Italy S.r.l.

Italy


100
%

Marketing of medical equipmentsArtema Medical AB.

Sweden


100
%

Manufacturing and trading of medical equipments and research and
    development of related products  F-16




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to
    Consolidated Financial
    Statements  (Continued)
  4.
    Acquisition
    of Datascopes Patient Monitoring Business      Current assets

$
33,211Property, plant, and equipment


34,900Intangible assets


60,900Goodwill


96,327Total assets acquired

$
225,338Current liabilities


(10,166
)Net assets acquired

$
215,172     Estimated

GrossUseful

CarryingLife

AmountAmortized intangible assets:Tradename

9 years

$
8,900Technology

5  7 years


14,900In-Progress R&D

N/A


6,600Customer Relationships

12 years


29,900Total



$
60,300Intangible assets with infinite life:Trademark



$
600   Applicability of FASB Statement
    No. 2 to Business Combinations Accounted for by the
    Purchase Method
 F-17




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to
    Consolidated Financial
    Statements  (Continued)
    For the Years EndedDecember 31,2007

2008(Unaudited; Dollars in thousands, except per share data)Net revenue

$
451,912


$
597,056Net income


64,082



113,800Basic earnings per share


0.60



1.06Diluted earnings per share


0.57



1.00     5.
    Acquisition
    of Minority Interest     F-18




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to
    Consolidated Financial
    Statements  (Continued)
    As ofApril 20, 2006Current assets

$
4,774Property, plant, and equipment


1,877Other long-term assets


135Intangible assets


22,918Goodwill


11,812Total assets acquired


41,516Current liabilities


2,704Net assets acquired

$
38,812     6.
    Accounts
    Receivable    December 31,2007


2008Balance at beginning of year

$
726


$
1,105Allowances made during the year


379



2,837Balance at end of year

$
1,105


$
3,942   7.
    Inventories    December 31,2007


2008Raw materials

$
8,468


$
22,298Work-in-progress


9,696



12,965Finished goods


6,652



22,203$
24,816


$
57,466    F-19




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to
    Consolidated Financial
    Statements  (Continued)
  8.
    Property,
    Plant and Equipment, net    December 31,2007


2008Buildings

$
15,799


$
63,234Plant and machinery


11,003



27,524Electronic equipment, furniture and fixtures


18,877



32,753Motor vehicles


1,574



1,696Total


47,253



125,207Less: Accumulated depreciation


(19,008
)


(33,087
)28,245



92,120Construction in progress


19,811



34,279Net book value

$
48,056


$
126,399       9.
    Intangible
    Assets, net    December 31, 2007


December 31, 2008Gross





Net


Gross





NetCarrying


Accumulated


Carrying


Carrying


Accumulated


CarryingAmount


Amortization


Amount


Amount


Amortization


AmountIntangible assets with finite lives:Tradename

$



$



$



$
8,900


$
663


$
8,237Completed technology


5,749



1,437



4,312



20,149



5,332



14,817Core technology


8,623



1,144



7,479



11,941



3,203



8,738Customer relationship














29,872



1,661



28,211Total


14,372



2,581


$
11,791



70,862


$
10,859


$
60,003Intangible assets with infinite life:Trademark

$
6,119










$
7,001     2009

$
8,2902010


7,6322011


7,1202012


7,1202013


6,427  F-20




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to
    Consolidated Financial
    Statements  (Continued)
  10.
    Goodwill    Patient


In-Vitro


MedicalMonitoring and Life


Diagnostic


ImagingSupport Devices


Products


Systems


Others


TotalBalance as of January 1, 2007

$
6,262


$
4,571


$
4,577


$
244


$
15,654Foreign currency translation


438



320



320



16



1,094Balance as of December 31, 2007


6,700



4,891



4,897



260



16,748Goodwill acquired during the year


96,327















96,327Foreign currency translation


464



338



339



18



1,159Balance as of December 31, 2008

$
103,491


$
5,229


$
5,236


$
278


$
114,234   11.
    Bank
    Loans    3-month
    12.
    Notes
    Payable  December 31,2007


2008Notes payable

$
8,700


$
7,449    F-21




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to
    Consolidated Financial
    Statements  (Continued)
  13.
    Other
    Payables    December 31,2007


2008Accrued tender expenses

$
1,772


$
1,090Accrued construction cost






15,433Accrued operating expenses


2,328



9,422Accrued professional expenses


2,553



6,468Advance subsidies


2,714



4,756Guarantee deposits from distributors


1,833



3,831Interest payable






1,364Provision of sales incentives


1,022



Provision for warranty


1,804



3,067Others


3,063



1,480$
17,089


$
46,911   14.
    Capital
    Structure          Regulation S-X
 F-22




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to
    Consolidated Financial
    Statements  (Continued)
  15.
    Share-based
    compensation plan          Year of Issue

2006

2007

, 2008Risk-free interest rate

5.16% to 5.29%

4.55% to 5.22%

4.41% to 4.53%Expected life

5.25 years

4.23 to 6.56 years

4.32 to 6.58 yearsAssumed volatility

33.1% to 33.2%

28.5% to 30.0%

28.6% to 28.7%Expected dividends

3.00%

3.00%

2.10% to 2.20%Fair value on grant date

$1.35 to $2.93

$7.11 to $10.68

$7.83 to $11.03    F-23




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Weighted





WeightedAverage


Weighted


AverageExercise


Average


Grant DatePrice


Remaining


Fair ValueOptions

Shares


$


Contract Life


$Outstanding as of January 1, 2008


11,422,736



13.55



3.92



3.76Granted in 2008


440,000



35.71







10.21Exercised


(819,224
)


7.53







2.07Forfeited


(539,602
)


(17.99
)






(6.39
)Outstanding as of December 31, 2008


10,503,910



14.82



5.71



4.03Exercisable as of December 31, 2008


3,605,851



10.25



5.49



2.78                     WeightedAverageGrant DateFair ValueNonvested Shares

Shares


$Nonvested as of January 1, 2008


35,750



39.76Granted


4,500



35.31Vested


(1,125
)


38.80Forfeited


(22,625
)


39.85Nonvested as of December 31, 2008


16,500



38.48  F-24




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to
    Consolidated Financial
    Statements  (Continued)
          16.
    Basic and
    Diluted Earnings per Share    Years Ended December 31,2006


2007


2008Numerator:Net income

$
45,463


$
78,043


$
108,687Numerator for calculation of basic and diluted earnings per share

$
45,463


$
78,043


$
108,687Denominator:Weighted average number of ordinary shares for the calculation
    of basic earnings per share

$
87,066,163


$
106,328,347


$
107,366,250Effect of dilutive potential ordinary shares attributable to
    share options and restricted shares


9,303,921



6,350,637



5,998,506Weighted average number of ordinary shares for the calculation
    of diluted earnings per share

$
96,370,084


$
112,678,984


$
113,364,756     17.
    Other
    Income, net  Years Ended December 31,2006


2007


2008Government subsidies

$
586


$
717


$
562Income from investments


327







821Service fee










2,721Exchange gain






1,572



479Others, net


(157
)


68



335Other income

$
756


$
2,357


$
4,918    F-25




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to
    Consolidated Financial
    Statements  (Continued)
  18.
    Staff
    Retirement Plan      19.
    Income
    Taxes    Years Ended December 31,2006


2007


2008PRC


48,004



89,165



153,457Other countries


1,293



2,921



(27,822
)Consolidated income before taxes


49,297



92,086



125,635     Years Ended December 31,2006


2007


2008Current taxes

$
4,044


$
14,014


$
19,548Deferred taxes (credit) charge


(1,021
)


29



(2,600
)Total income taxes expenses

$
3,023


$
14,043


$
16,948            F-26




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to
    Consolidated Financial
    Statements  (Continued)
        December 31,2007


2008Inventory written down

$
95


$
237Sales incentive and warranty accruals


508



675Interest






1,712Bad debt provision






519Accrued compensation






610Acquired intangible assets


(3,496
)


(763
)Depreciation


43



1,834Government subsidies






484Tax loss carry forwards


173



470Valuation allowance


(106
)


(4,702
)Total

$
(2,783
)

$
1,076     Deferred tax assets are analyzed as:Current

$
603


$
1,812Non-current


110



3,037$
713


$
4,849Deferred tax liabilities are analyzed as:Current






Non-current


(3,496
)


(3,773
)Total

$
(2,783
)

$
1,076     December 31,2007


2008Movements in valuation allowance during the year were:At beginning of year

$



$
106Current year additions


106



4,596At end of year

$
106


$
4,702  F-27




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended December 31,2006


2007


2008Income before income taxes

$
49,297


$
92,086


$
125,635PRC enterprise income tax rate


15
%


15
%


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


7,395



13,813



18,845Effect of net income for which no income tax benefit/expense is
    receivable/payable


285



128



1,809Effect of foreign income tax rate










(2,261
)Change in PRC income tax rate






780



(836
)Employee share-based compensation


491



1,157



1,308Non-taxable VAT refund


(15
)






(3,272
)Additional deduction on R&D expenses


(1,204
)


(1,695
)


(3,320
)(Over) under provision of income tax expenses in prior years






(246
)


79Valuation allowance






106



4,596Effect of tax holidays and tax concessions


(3,929
)






Total income taxes expense

$
3,023


$
14,043


$
16,948         20.
    Commitments
    and Contingencies  (a)
    Lease
    commitments   F-28




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Year Ending December 31,2009

$
4,0072010


3,0152011


2,8882012


2,6632013


2,6212014 and thereafter


10,606$
25,800   (b)
    Capital
    commitments    (c)
    Contingencies      21.
    Distribution
    of Profits     F-29




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to
    Consolidated Financial
    Statements  (Continued)
  22.
    Segment
    Reporting          PatientMonitoringand


In-Vitro


MedicalLife Support


Diagnostic


Imaging2008

Devices


Products


Systems


Others


TotalNet revenues

$
243,890


$
137,270


$
138,973


$
27,394


$
547,527Cost of revenues


(117,044
)


(61,119
)


(48,133
)


(24,277
)


(250,573
)Gross profit

$
126,846


$
76,151


$
90,840


$
3,117


$
296,954   Patient


In-Vitro


MedicalMonitoring


Diagnostic


Imaging2007

Devices


Products


Systems


Others


TotalNet revenues

$
106,553


$
91,767


$
91,522


$
4,454


$
294,296Cost of revenues


(44,243
)


(44,299
)


(36,181
)


(8,045
)


(132,768
)Gross profit (loss)

$
62,310


$
47,468


$
55,341


$
(3,591
)

$
161,528   Patient


In-Vitro


MedicalMonitoring


Diagnostic


Imaging2006

Devices


Products


Systems


Others


TotalNet revenues

$
76,351


$
55,705


$
55,719


$
2,599


$
190,374Cost of revenues


(31,683
)


(25,223
)


(24,940
)


(4,544
)


(86,390
)Gross profit (loss)

$
44,668


$
30,482


$
30,779


$
(1,945
)

$
103,984      F-30




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Geographic
    disclosures
    Years Ended December 31,2006


2007


2008Net Sales:PRC

$
97,937


$
145,493


$
234,454United States


12,442



17,639



89,746Other countries


79,995



131,164



223,327Total consolidated net revenues

$
190,374


$
294,296


$
547,527     Years Ended December 31,2007


2008Long-lived Assets PRC

$
351,550


$
503,131United States


3,759



237,976Other countries


91,405



44,055Total consolidated assets

$
446,714


$
785,162   Major
    customers
    23.
    Subsequent
    Events     F-31




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITEDSCHEDULE 1-
    CONDENSED FINANCIAL INFORMATION OF REGISTRANT
    CONDENSED STATEMENTS OF OPERATIONS
    (Dollars in thousands, except for share and per share
    data)
  Years Ended December 31,2006


2007


2008Net revenues

$



$



$
Cost of revenues










Operating expenses:General and administrative expenses


(4,467
)


(9,970
)


(12,566
)Loss from operations


(4,467
)


(9,970
)


(12,566
)Other income, net


49



1,649



496Interest income


3,073



5,531



1,108Loss before income taxes and equity earnings of subsidiaries


(1,345
)


(2,790
)


(10,962
)Provision for income taxes










Equity in earnings of subsidiaries


46,808



80,833



119,649Net income

$
45,463


$
78,043


$
108,687Basic earnings per share

$
0.52


$
0.73


$
1.01Diluted earnings per share

$
0.47


$
0.69


$
0.96Share used in computation of:Basic earnings per share


87,066,163



106,328,347



107,366,250Diluted earnings per share


96,370,084



112,678,984



113,364,756  F-32




---



##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITEDSCHEDULE 1-
    CONDENSED FINANCIAL INFORMATION OF REGISTRANT
    CONDENSED BALANCE SHEETS
    (Dollar in thousands, except for share)
  As of December 31,2007


2008ASSETS:Current assets:Cash and cash equivalents

$
88,352


$
15,387Short-term investments


91



91Loans to subsidiaries/affiliates


95,989



173,377Other receivables


2,707



530Prepayments


253



206Total current assets


187,392



189,591Investment in subsidiaries


170,447



276,165$
357,839


$
465,756LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Other payables

$
3,253


$
6,863Shareholders equity:Ordinary shares (HK$0.001 par value,
    5,000,000,000 shares authorized, 106,844,479 for 2007, and
    107,663,703 for 2008 issued and outstanding)


13



14Additional paid-in capital


260,107



274,993Retained earnings


94,466



183,886Total shareholders equity


354,586



458,893Total liabilities and shareholders equity

$
357,839


$
465,756  F-33




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##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITED
 SCHEDULE 1-CONDENSED FINANCIAL INFORMATION OF REGISTRANT
  CONDENSED STATEMENTS OF SHAREHOLDERS EQUITY
 AND COMPREHENSIVE INCOME
 (Dollars in thousands, except for share and per share
    data)
  AccumulatedOrdinary


Additional





OtherShare Capital


Paid-in


Retained


Comprehensive





ComprehensiveNumber


Capital


Earnings


Income


Total


IncomeAs of January 1, 2006


75,350,054


$
9


$
5,344


$
27,199


$
1,098


$
33,650Net income














45,463







45,463



45,463Dividends paid (US$0.20 per share)














(17,027
)






(17,027
)


Dividends paid (US$0.25 per share)














(23,270
)






(23,270
)


Conversion of convertible redeemable preferred share to ordinary
    shares


10,074,977



1



40,677











40,678



Issuance of ordinary shares for acquisition of minority interests


7,649,646



1



38,811











38,812



Issuance of ordinary shares


12,653,000



2



155,359











155,361



Share-based compensation










3,130











3,130



Currency translation adjustments


















2,917



2,917



2,917As of December 31, 2006


105,727,677



13



243,321



32,365



4,015



279,714Total comprehensive income for the year ended December 31,
    2006


























48,380Net income














78,043







78,043



78,043Dividends paid (US$0.15 per share)














(15,942
)






(15,942
)


Issuance of ordinary shares in relation to exercise of options


1,116,802







9,076











9,076



Share-based compensation










7,710











7,710



Currency translation adjustments


















15,421



15,421



15,421As of December 31, 2007


106,844,479



13



260,107



94,466



19,436



374,022Total comprehensive income for the year ended December 31,
    2007


























93,464Net income














108,687







108,687



108,687Dividends paid (US$0.18 per share)














(19,267
)






(19,267
)


Issuance of ordinary shares in relation to exercise of options


819,224



1



6,165











6,166



Share-based compensation










8,721











8,721



Currency translation adjustments


















19,763



19,763



19,763As of December 31, 2008


107,663,703


$
14


$
274,993


$
183,886


$
39,199


$
498,092Total comprehensive income for the year ended December 31,
    2008

























$
128,450  F-34




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##### Table of Contents



MINDRAY
    MEDICAL INTERNATIONAL LIMITEDSCHEDULE 1-CONDENSED
    FINANCIAL INFORMATION OF REGISTRANT
    CONDENSED STATEMENTS OF CASH FLOWS
    (Dollars in thousands)
  Years Ended December 31,2006


2007


2008Net cash generated from (used in) operating activities

$
24,161


$
(72,464
)

$
(59,864
)Net cash used in investing activities


(28
)


(63
)


Net cash provided by (used in) financing activities


115,422



(6,865
)


(13,101
)Net increase in cash and cash equivalents


139,555



(79,392
)


(72,965
)Cash and cash equivalents at beginning of year


28,189



167,744



88,352Cash and cash equivalents at end of year

$
167,744


$
88,352


$
15,387Non-cash investing activity:Issuance of ordinary shares in exchange for minority interests
    of Shenzhen Mindray

$
38,811


$



$
  F-35