Amended Statement of Ownership (sc 13g/a)
February 13 2015 - 6:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 6)*
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, 2014
(Date of Event Which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
| * | 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 the Notes 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).
1 |
NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Xu Hang |
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
15,047,476(1)(2) |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
15,047,476(1)(2) |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,047,476(1)(2) |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%(3) |
12 |
TYPE OF REPORTING PERSON
IN |
|
|
|
|
| (1) | Includes (i) 201,742 Class A ordinary shares held by New Dragon (No. 12) Investments Limited (“New Dragon”), of
which Mr. Xu Hang is the sole owner; (ii) 9,229,755 Class B ordinary shares held by New Dragon; (iii) 515,979 American Depositary
Shares, each representing one Class A ordinary share, which are held by Credit Suisse AG for the benefit of New Dragon; (iv) 4,000,000
Class B ordinary shares held by New Phoenix Limited (“New Phoenix”), over which Mr. Xu Hang exercises voting and investment
control; (v) American Depositary Shares representing 500,000 Class A ordinary shares, which are held by Credit Suisse AG for the
benefit of New Phoenix; and (vi) 600,000 Class A ordinary shares issuable upon the exercise of stock options held by Mr. Xu Hang,
which includes stock options vesting within 60 days of December 31, 2014. 6,206,896 of the Class B ordinary shares are pledged
pursuant to a Collateral Agreement as security for a credit facility made available by Credit Suisse AG to New Dragon (the “Credit
Facility”). |
| (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 the transferor. |
| (3) | Assumes conversion of all Class B ordinary shares into the same number of Class A ordinary shares. The percentage is based
on 117,901,753 outstanding ordinary shares of the issuer as of December 31, 2014 including 600,000 Class A ordinary shares issuable
upon the exercise of stock options held by Mr. Xu Hang. |
1 |
NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
New Dragon (No. 12) Investments 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
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
5 |
SOLE VOTING POWER
9,947,476(4)(5) |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
9,947,476(4)(5) |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,947,476(4)(5) |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5%(6) |
12 |
TYPE OF REPORTING PERSON
CO |
|
|
|
|
| (4) | Includes (i) 201,742 Class A ordinary shares; (ii) 9,229,755 Class B ordinary shares; and (iii) 515,979 American Depositary
Shares, each representing one Class A ordinary share, which are held by Credit Suisse AG for the benefit of New Dragon. 6,206,896
of the Class B ordinary shares are pledged as collateral for the Credit Facility. |
| (6) | Assumes conversion of all Class B ordinary shares into the same number of Class A ordinary shares. The percentage is based
on 117,301,753 outstanding ordinary shares of the issuer as of December 31, 2014. |
1 |
NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
New Phoenix 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
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
4,500,000(4)(5) |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
4,500,000(4)(5) |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,500,000(4)(5) |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8%(6) |
12 |
TYPE OF REPORTING PERSON
CO |
|
|
|
|
| (4) | Includes (i) 4,000,000 Class B ordinary shares; and (ii) American Depositary Shares representing 500,000 Class A ordinary
shares, which are held by Credit Suisse AG for the benefit of New Phoenix. |
| (6) | Assumes conversion of all Class B ordinary shares into the same number of Class A ordinary shares. The percentage is based
on 117,301,753 outstanding ordinary shares of the issuer as of December 31, 2014. |
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: |
| |
|
| |
Xu Hang |
| |
|
| |
New Dragon (No. 12) Investments Limited |
| |
|
| |
New Phoenix Limited |
| |
|
Item 2(b) | |
Address of Principal
Business Office or, If None, Residence; Citizenship: |
| |
|
| |
Xu Hang c/o Mindray Medical International
Limited Mindray Building, Keji 12th Road South, Hi-tech Industrial Park Nanshan, Shenzhen, 518057 People’s
Republic of China |
| |
|
| |
New Dragon (No. 12) Investments Limited
Ugland House P.O. Box 309, George Town Grand Cayman Cayman Islands |
| |
|
| |
New Phoenix
Limited Ugland House P.O. Box 309, George Town Grand Cayman Cayman Islands |
| |
|
Item 2(c) | |
Citizenship: |
| |
|
| |
Xu Hang - PRC |
| |
|
| |
New Dragon (No. 12) Investments
Limited - Cayman Islands |
| |
|
| |
New Phoenix Limited -
Cayman Islands |
| |
|
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. |
| | (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: |
Xu Hang | |
15,047,476 ordinary shares | |
12.8(7) | |
15,047,476 ordinary shares | |
0 | |
15,047,476 ordinary shares | |
0 |
| |
| |
| |
| |
| |
| |
|
New Dragon (No. 12) Investments Limited | |
9,947,476 ordinary shares | |
8.5(8) | |
9,947,476 ordinary shares | |
0 | |
9,947,476 ordinary shares | |
0 |
| |
| |
| |
| |
| |
| |
|
New Phoenix Limited | |
4,500,000 ordinary shares | |
3.8(8) | |
4,500,000 ordinary shares | |
0 | |
4,500,000 ordinary shares | |
0 |
Mr. Xu Hang is the sole shareholder
of New Dragon (No. 12) Investments Limited. In addition, Mr. Xu Hang exercises sole investment and voting control over the shares
held by New Phoenix Limited. Pursuant to Section 13(d) of the Act, Mr. Xu Hang may be deemed to beneficially own all of the shares
held by New Dragon (No. 12) Investments Limited and New Phoenix 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 |
| |
|
| |
Not applicable. |
| |
|
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 117,901,753 outstanding ordinary shares of the issuer as of December 31, 2014 including 600,000
Class A ordinary shares issuable upon the exercise of stock options held by Mr. Xu Hang. |
| (8) | Assumes conversion of all Class B ordinary shares into the same number of Class A ordinary shares.
The percentage is based on 117,301,753 outstanding ordinary shares of the issuer as of December 31, 2014. |
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 13, 2015
|
Xu
Hang |
|
|
|
/s/
Xu Hang |
|
|
|
|
|
New
Dragon (No. 12) Investments Limited |
|
|
|
|
|
By: |
/s/ Xu
Hang |
|
Name: |
Xu
Hang |
|
Title: |
Director |
|
|
|
|
|
Phoenix
Limited |
|
|
|
|
|
By: |
/s/
Jian
Yao |
|
Name: |
Jian
Yao |
|
Title: |
Sole
Shareholder |
LIST OF
EXHIBITS
Exhibit No. |
|
Description |
A |
|
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.
February 13, 2015
|
Xu
Hang |
|
|
|
/s/
Xu Hang |
|
|
|
|
|
New
Dragon (No. 12) Investments Limited |
|
|
|
|
|
By: |
/s/ Xu
Hang |
|
Name: |
Xu
Hang |
|
Title: |
Director |
|
|
|
|
|
New Phoenix
Limited |
|
|
|
|
|
By: |
/s/
Jian
Yao |
|
Name: |
Jian
Yao |
|
Title: |
Sole
Shareholder |
Montage Resources (NYSE:MR)
Historical Stock Chart
From Mar 2024 to Apr 2024
Montage Resources (NYSE:MR)
Historical Stock Chart
From Apr 2023 to Apr 2024