Schedule 13G Amendment No. 2

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rq5zHS3/bB/4jx+xroN8LKgBZq2wAyaHJXuzgbt7Jz5rO18VfP5xTzdd1e6UE0n1 cGEXdDu7pNFXWZeFzmsktg== 0001193125-09-030634.txt : 20090217 0001193125-09-030634.hdr.sgml : 20090216 20090217114854 ACCESSION NUMBER: 0001193125-09-030634 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 GROUP MEMBERS: LI XITING SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Mindray Medical International LTD CENTRAL INDEX KEY: 0001373060 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82637 FILM NUMBER: 09608836 BUSINESS ADDRESS: STREET 1: MINDRAY BUILDING, KEJI 12TH ROAD SOUTH STREET 2: HI-TECH INDUSTRIAL PARK, NANSHAN CITY: SHENZHEN STATE: F4 ZIP: 518057 BUSINESS PHONE: (86)-755-2658-2888 MAIL ADDRESS: STREET 1: MINDRAY BUILDING, KEJI 12TH ROAD SOUTH STREET 2: HI-TECH INDUSTRIAL PARK, NANSHAN CITY: SHENZHEN STATE: F4 ZIP: 518057 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Quiet Well LTD CENTRAL INDEX KEY: 0001389965 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: TROPIC ISLE BUILDING P.O.BOX 438, STREET 2: ROAD TOWN, CITY: TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: (86)-755-2658-2888 MAIL ADDRESS: STREET 1: TROPIC ISLE BUILDING P.O.BOX 438, STREET 2: ROAD TOWN, CITY: TORTOLA STATE: D8 ZIP: 00000 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 2 Schedule 13G Amendment No. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Mindray Medical International Limited

(Name of Issuer)

Class A Ordinary Shares**

Class B Ordinary Shares**

American Depositary Shares

(Title of Class of Securities)

602675100

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

**	Not for trading, but only in connection with the registration of American Depositary Shares each representing one Class A ordinary share. See Note 1 for further discussion of shares held by Reporting Persons.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 602675100		SCHEDULE 13G		Page 2 of 7 Pages


1		NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Li Xiting
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 17,580,214⁽¹⁾⁽²⁾
		6 SHARED VOTING POWER 0
		7 SOLE DISPOSITIVE POWER 17,580,214⁽¹⁾⁽²⁾
		8 SHARED DISPOSITIVE POWER 0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,580,214⁽¹⁾⁽²⁾
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.3%⁽³⁾
12	TYPE OF REPORTING PERSON* IN

⁽¹⁾

Includes (i) 16,080,214 Class B ordinary shares; (ii) 1,100,000 American Depositary Shares, each representing one Class A ordinary share; and (iii) 400,000 American Depositary Shares issuable upon the exercise of stock options held by Mr. Xiting, which includes stock options vesting within 60 days of December 31, 2008. 1,000,000 American Depositary Shares 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 Quiet Well Limited, a company solely owned by Mr. Xiting, in a series of agreements dated August 13, 2007, August 20, 2007 and August 29, 2007 (collectively, the “VPF Agreement”).

⁽²⁾

Class A ordinary shares and Class B ordinary shares are not listed for trading. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote on all matters subject to shareholder vote, and each Class B ordinary share is entitled to five votes on all matters subject to shareholder vote. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance. Class B ordinary shares will automatically and immediately convert into an equal number of Class A ordinary shares upon transfer to any person or entity which is not an affiliate of transferor.

⁽³⁾	Assumes conversion of all Class B ordinary shares into the same number of Class A ordinary shares. The percentage is based on 107,900,363 outstanding ordinary shares as of December 31, 2008.


CUSIP No. 602675100		SCHEDULE 13G		Page 3 of 7 Pages


1		NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Quiet Well Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 17,180,214⁽⁴⁾⁽⁵⁾
		6 SHARED VOTING POWER 0
		7 SOLE DISPOSITIVE POWER 17,180,214⁽⁴⁾⁽⁵⁾
		8 SHARED DISPOSITIVE POWER 0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,180,214⁽⁴⁾⁽⁵⁾
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.9%⁽⁶⁾
12	TYPE OF REPORTING PERSON* CO

⁽⁴⁾	Includes (i) 16,080,214 Class B ordinary shares; and (ii) 1,100,000 American Depositary Shares, each representing one Class A ordinary share. 1,000,000 American Depositary Shares are subject to the VPF Agreement.

⁽⁵⁾	See Note 2 above.

⁽⁶⁾	Assumes conversion of all Class B ordinary shares into the same number of Class A ordinary shares. The percentage is based on 107,900,363 outstanding ordinary shares of the issuer as of December 31, 2008.


CUSIP No. 602675100		SCHEDULE 13G		Page 4 of 7 Pages

Item 1

(a)

Name of Issuer:

Mindray Medical International Limited

Item 1

(b)

Address of Issuer’s Principal Executive Offices:

Mindray Building, Keji 12th Road South, Hi-tech Industrial Park, Nanshan, Shenzhen, 518057, People’s Republic of China

Item 2

(a)

Name of Person Filing:

Li Xiting

Quiet Well Limited

Item 2

(b)

Address of Principal Business Office or, If None, Residence; Citizenship:

Li Xiting

c/o Mindray Medical International Limited

Mindray Building, Keji 12th Road South, Hi-tech Industrial Park

Nanshan, Shenzhen, 518057

People’s Republic of China

Quiet Well Limited

Tropic Isle Building

P.O. Box 438, Road Town

Tortola

British Virgin Islands

Item 2

(c)

Citizenship:

Li Xiting - PRC

Quiet Well Limited - BVI

Item 2

(d)

Title of Class of Securities:

Class A ordinary shares, par value HK$0.001

Class B ordinary shares, par value HK$0.001

American Depositary Shares

Item 2

(e)

CUSIP Number:

602675100

Item 3.

Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c):

Not applicable.


CUSIP No. 602675100		SCHEDULE 13G		Page 5 of 7 Pages


Item 4.	Ownership

	(a)	Amount Beneficially Owned:

Reporting person

Amount
beneficially
owned:

Percent
of class:

Sole power
to vote or
direct
the vote:

Shared
power to
vote or to
direct
the vote:

Sole power to
dispose or to
direct the
disposition of:

Shared power
to dispose or to
direct the
disposition of:

Li Xiting

17,580,214

ordinary
shares

16.3%⁽⁷⁾

17,580,214

ordinary
shares

17,580,214

ordinary
shares

Quiet Well Limited

17,180,214

ordinary
shares

15.9%⁽⁷⁾

17,180,214

ordinary
shares

17,180,214

ordinary
shares



		Mr. Li Xiting is the sole shareholder of Quiet Well Limited. Pursuant to Section 13(d) of the Act, Mr. Li Xiting may be deemed to beneficially own all of the shares held by Quiet Well Limited.

Item 5.		Ownership of Five Percent or Less of a Class

		Not applicable.

Item 6.		Ownership of More Than Five Percent on Behalf of Another Person

		Under the VPF Agreement, UBS Securities LLC has the right to receive and the power to direct the receipt of dividends from the shares pledged under such agreement.

Item 7.		Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

		Not applicable.

Item 8.		Identification and Classification of Members of the Group

		Not applicable.

Item 9.		Notice of Dissolution of Group

		Not applicable.

Item 10.		Certifications

		Not applicable.

⁽⁷⁾	Assumes conversion of all Class B ordinary shares into the same number of Class A ordinary shares. The percentage is based on 107,900,363 outstanding ordinary shares of the issuer as of December 31, 2008.


CUSIP No. 602675100		SCHEDULE 13G		Page 6 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. In addition, by signing below, the undersigned agrees that this Schedule 13G may be filed jointly on behalf of each of the Reporting Persons.

Dated: February 17, 2009


Li Xiting

/s/ Li Xiting

Quiet Well Limited

By:		/s/ Li Xiting
Name:		Li Xiting
Title:		Director


CUSIP No. 602675100		SCHEDULE 13G		Page 7 of 7 Pages

LIST OF EXHIBITS


Exhibit No.		Description
A		Joint Filing Agreement

EX-99.(A) 2 dex99a.htm JOINT FILING AGREEMENT Joint Filing Agreement

EXHIBIT A

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the American Depositary Shares, Class A ordinary shares and Class B ordinary shares, par value HK$0.001, of Mindray Medical International Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in counterparts that, taken together, shall constitute one and the same instrument.


Li Xiting

/s/ Li Xiting

Quiet Well Limited

By:		/s/ Li Xiting
Name:		Li Xiting
Title:		Director

-----END PRIVACY-ENHANCED MESSAGE-----