MR Montage Resources Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

 

 

Mindray Medical International Ltd.

(Name of Issuer)

Class A Ordinary Shares, HK$0.001 par value per share

(Title of Class of Securities)

602675100

(CUSIP Number)

December 31, 2014

Date of Event Which Requires Filing of the Statement

 

 

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

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ 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.

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).

 

 

 

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CUSIP NO. 602675100		13G		Page 2 of 14

 

 

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Commonwealth Bank of Australia
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Australian Capital Territory, Commonwealth of Australia
NUMBER OF SHARES  BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   6,564,372 shares
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   6,564,372 shares
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,564,372 shares
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   Approximately 7.36% (based on 89,208,530 Class A ordinary shares issued and outstanding as per Form 20 F filed April 28, 2014)
12.		TYPE OF REPORTING PERSON   BK/HC

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CUSIP NO. 602675100		13G		Page 3 of 14

 

 

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Colonial Holding Company 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   New South Wales, Commonwealth of Australia
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   6,557,816 shares
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   6,557,816 shares
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,557,816 shares
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   Approximately 7.35% (based on 89,208,530 Class A ordinary shares issued and outstanding as per Form 20 F filed April 28, 2014)
12.		TYPE OF REPORTING PERSON   HC

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CUSIP No. 602675100		13G		Page 4 of 14

 

 

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Commonwealth Insurance Holdings 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   New South Wales, Commonwealth of Australia
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   6,557,816 shares
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   6,557,816 shares
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,557,816 shares
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   Approximately 7.35% (based on 89,208,530 Class A ordinary shares issued and outstanding as per Form 20 F filed April 28, 2014)
12.		TYPE OF REPORTING PERSON   HC

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CUSIP NO. 602675100		13G		Page 5 of 14

 

 

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Colonial First State Group 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   Victoria, Commonwealth of Australia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   6,476,164 shares
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   6,476,164 shares
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,476,164 shares
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   Approximately 7.26% (based on 89,208,530 Class A ordinary shares issued and outstanding as per Form 20 F filed April 28, 2014)
12.		TYPE OF REPORTING PERSON   HC

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CUSIP NO. 602675100		13G		Page 6 of 14

 

 

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   First State Investments (Hong Kong) 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   Hong Kong
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   6,476,164 shares
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   6,476,164 shares
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,476,164 shares
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   Approximately 7.26% (based on 89,208,530 Class A ordinary shares issued and outstanding as per Form 20 F filed April 28, 2014)
12.		TYPE OF REPORTING PERSON   IA

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CUSIP NO. 602675100		13G		Page 7 of 14

 

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
Item 2(a)		Name of Person Filing
Item 2(b)		Address of Principal Business Office
Item 2(c)		Citizenship
		Commonwealth Bank of Australia
		Ground Floor, Tower 1
		201 Sussex Street
		Sydney, New South Wales, 2000
		Commonwealth of Australia
		Australian Capital Territory
		Colonial Holding Company Limited
		Ground Floor, Tower 1
		201 Sussex Street
		Sydney, New South Wales, 2000.
		Commonwealth of Australia
		New South Wales
		Commonwealth Insurance Holdings Limited
		Ground Floor, Tower 1
		201 Sussex Street
		Sydney, New South Wales, 2000
		Commonwealth of Australia
		New South Wales
		Colonial First State Group Limited
		Ground Floor, Tower 1
		201 Sussex Street
		Sydney, New South Wales, 2000
		Commonwealth of Australia
		Victoria
		First State Investments (Hong Kong) Limited
		6th Floor
		Three Exchange Square
		8 Connaught Place
		Central, Hong Kong
Item 2(d)		Title of Class of Securities:
		Class A Ordinary Shares, HK $0.001 par value per share

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CUSIP NO. 602675100		13G		Page 8 of 14

 

 

Item 2(e)		CUSIP Number: 602675100
Item 3		If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
		(a)			¨			Broker or dealer registered under Section 15 of the Exchange Act;
		(b)			¨			Bank as defined in Section 3(a)(6) of the Exchange Act;
		(c)			¨			Insurance company as defined in Section 3(a)(19) of the Exchange Act;
		(d)			¨			Investment company registered under Section 8 of the Investment Company Act;
		(e)			¨			An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
		(f)			¨			An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
		(g)			x			A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
		(h)			¨			A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
		(i)			¨			A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
		(j)			x			A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
		(k)			¨			Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: First State Investments (Hong Kong) Limited and First State Investment Management (UK) Limited are investment advisers registered pursuant to the law of the jurisdiction in which each is located.

If this statement is filed pursuant to Rule 13d-1(c), check this box: [    ]

 

Item 4

Ownership:

 

(a)

Amount beneficially owned:

Incorporated by reference to Item 9 of the cover page pertaining to each reporting person.

 

(b)

Percent of Class:

Incorporated by reference to Item 11 of the cover page pertaining to each reporting person.

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CUSIP NO. 602675100		13G		Page 9 of 14

 

(c) Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote:

Incorporated by reference to Item 5 of the cover page pertaining to each reporting person.

 

(ii)

shared power to vote or to direct the vote:

Incorporated by reference to Item 6 of the cover page pertaining to each reporting person.

 

(iii)

sole power to dispose or to direct the disposition of:

Incorporated by reference to Item 7 of the cover page pertaining to each reporting person.

 

(iv)

shared power to dispose or to direct the disposition of:

Incorporated by reference to Item 8 of the cover page pertaining to each reporting person.

 

Item 5

Ownership of Five Percent or Less of a Class:

As of the date hereof, First State Investment Management (UK) Limited is no longer the beneficial owner of more than five percent of the class of securities reported herein.

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable.

 

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

See Exhibit 99.2.

 

Item 8

Identification and Classification of Members of the Group:

Not Applicable.

 

Item 9

Notice of Dissolution of Group:

Not Applicable.

 

Item 10

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with

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CUSIP NO. 602675100		13G		Page 10 of 14

 

or as a participant in any transaction having that purpose or effect. I also certify that, to the best of my knowledge and belief, the foreign regulatory schemes applicable to the relevant subsidiaries referenced in Exhibit 99.2 to this Schedule 13G are substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s), and that I undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

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CUSIP NO. 602675100		13G		Page 11 of 14

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated this 12 day of February 2015.
		Commonwealth Bank of Australia

 

By:		/s/ Margaret Taylor
Name:		Margaret Taylor
Title:		Company Secretary

 

Colonial Holding Company Limited
By:		/s/ Michael Venter
Name:		Michael Venter
Title:		Director

 

Commonwealth Insurance Holdings Limited
By:		/s/ Michael Venter
Name:		Michael Venter
Title:		Director

 

Colonial First State Group Limited
By:		/s/ Michael Venter
Name:		Michael Venter
Title:		Director

 

First State Investments (Hong Kong) Limited
By:		/s/Michael Stapleton
Name:		Michael Stapleton
Title:		Director

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CUSIP NO. 602675100		13G		Page 12 of 14

 

INDEX TO EXHIBITS

 

Exhibit No.		Exhibit
99.1		Joint Filing Agreement
99.2		Item 7 Information

CUSIP NO. 602675100		13G		Page 13 of 14

 

Exhibit 99.1

Joint Filing Agreement

February 12, 2014

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, Commonwealth Bank of Australia, Colonial Holding Company Limited, Commonwealth Insurance Holdings Limited, Colonial First State Group Limited and First State Investments (Hong Kong) Limited, each hereby agree to the joint filing of this statement on Schedule 13G (including any and all amendments hereto). In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. A copy of this Agreement shall be attached as an exhibit to the Statement on Schedule 13G filed on behalf of each of the parties hereto, to which this Agreement relates.

This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.

Commonwealth Bank of Australia

 

By:		/s/ Margaret Taylor
Name:		Margaret Taylor
Title:		Company Secretary

Colonial Holding Company Limited

 

By:		/s/ Michael Venter
Name:		Michael Venter
Title:		Director

Commonwealth Insurance Holdings Limited

 

By:		/s/ Michael Venter
Name:		Michael Venter
Title:		Director

Colonial First State Group Limited

 

By:		/s/ Michael Venter
Name:		Michael Venter
Title:		Director

First State Investments (Hong Kong) Limited

 

By:		/s/ Michael Stapleton
Name:		Michael Stapleton
Title:		Director

CUSIP NO. 602675100		13G		Page 14 of 14

 

Exhibit 99.2

Item 7 Information

The securities being reported on by the reporting persons herein as parent holding companies are owned, or may be deemed to be beneficially owned as follows:

 

Company		Type of Company
Colonial First State Investments Limited		IA (Australia registered)
Commonwealth Bank Officers Superannuation Corp Pty Ltd		IA (Australia registered)