UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
13D
Under the Securities Exchange Act of
1934
(Amendment No. 3)*
Information to be Included in Statements
Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)
| Mindray Medical International Limited |
| (Name of Issuer) |
| |
| Class A Ordinary Shares** |
| American Depositary Shares, each representing one Class A ordinary share |
| (Title of Class of Securities) |
| Li Xiting |
| Magic Bell Limited |
| Quiet Well Limited |
| Xu Hang |
| New Dragon (No. 12) Investments Limited |
| Jian Yao |
| New Phoenix Limited |
| Cheng Minghe |
| City Legend Limited |
| |
| c/o Mindray Building, Keji 12th Road South, |
| Hi-tech Industrial Park, Nanshan, Shenzhen 518057 |
| The People’s Republic of China |
| +(86) 755-8188-8666 |
| |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| |
| December 20, 2015 |
| (Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are
to be sent.
| * | 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 listing on The New York Stock Exchange of American depositary shares, each
representing one Class A ordinary share. |
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. |
NAME OF REPORTING PERSON:
Li Xiting |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
| 3. |
SEC USE ONLY
|
| 4. |
SOURCE OF FUNDS
PF, OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER
600,000 |
| 8. |
SHARED VOTING POWER
14,900,163 |
| 9. |
SOLE DISPOSITIVE POWER
600,000 |
| 10. |
SHARED DISPOSITIVE POWER
14,900,163 |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,500,163(1)(2) |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
x(3) |
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%(4) |
| 14. |
TYPE OF REPORTING PERSON
IN |
| |
|
|
|
(1) Includes
(i) 193,258 Class A Ordinary Shares; (ii) 14,080,214 Class B Ordinary Shares; (iii) 626,691 ADSs, and (iv) 600,000 Class A Ordinary
Shares issuable upon the exercise of stock options held by Mr. Li, which includes stock options that vest within 60 days. The outstanding
Ordinary Shares and ADSs held by Mr. Li are indirectly held through UBS Trustees (BVI) Limited, the trustee of Magic Bell Trust.
The assets of the Magic Bell Trust include all outstanding shares of Magic Bell Limited (“Magic Bell”), a company incorporated
under the laws of the British Virgin Islands, and Quiet Well Limited, a company incorporated under the laws of the British Virgin
Islands (“Quiet Well”). Magic Bell is the sole owner of Quiet Well which in turn holds the above-mentioned
Ordinary Shares and ADSs. Mr. Li Xiting retains sole voting and disposition power over all the Issuer’s securities
held through Magic Bell Trust.
(2) Each
Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. See Item 5.
(3) Mr.
Li Xiting may be deemed to be part of a “group” with
certain other Reporting Persons. See Items 2 and 5.
(4) Assuming
conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares, percentage is calculated based on a
total of 120,386,298 Ordinary Shares, including (i) 90,666,391 Class A Ordinary Shares and 29,119,907 Class B Ordinary Shares outstanding
as of December 21, 2015, and (ii) 600,000 Class A Ordinary Shares underlying the stock options granted to Mr. Li which are exercisable
within 60 days after the date hereof. In addition, 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, the
Ordinary Shares (including Ordinary Shares represented by ADSs) beneficially owned by Mr. Li represent approximately 30.3% of the
total voting rights in the Issuer as of December 21, 2015.
| 1. |
NAME OF REPORTING PERSON:
Magic Bell Limited |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
| 3. |
SEC USE ONLY
|
| 4. |
SOURCE OF FUNDS
AF, OO |
| 5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER
0 |
| 8. |
SHARED VOTING POWER
14,900,163 |
| 9. |
SOLE DISPOSITIVE POWER
0 |
| 10. |
SHARED DISPOSITIVE POWER
14,900,163 |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
14,900,163(1)(2) |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
(3) |
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.4%(4) |
| 14. |
TYPE OF REPORTING PERSON
CO |
| |
|
|
|
(1) Includes
(i) 193,258 Class A Ordinary Shares; (ii) 14,080,214 Class B Ordinary Shares; and (iii) 626,691 ADSs, held through Quiet Well.
(2) Each
Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. See Item 5.
(3) Magic
Bell may be deemed to be part of a “group” with certain
other Reporting Persons. See Items 2 and 5.
(4) Assuming
conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares, percentage is calculated based on a
total of 119,786,298 Ordinary Shares, including 90,666,391 Class A Ordinary Shares and 29,119,907 Class B Ordinary Shares outstanding
as of December 21, 2015. In addition, 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, the Ordinary Shares
(including Ordinary Shares represented by ADSs) held by Magic Bell represent approximately 30.1% of the total voting rights in
the Issuer as of December 21, 2015.
| 1. |
NAME OF REPORTING PERSON:
Quiet Well Limited |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
| 3. |
SEC USE ONLY
|
| 4. |
SOURCE OF FUNDS
AF, OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER
14,900,163 |
| 8. |
SHARED VOTING POWER
0 |
| 9. |
SOLE DISPOSITIVE POWER
14,900,163 |
| 10. |
SHARED DISPOSITIVE POWER
0 |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,900,163(1)(2) |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
x(3) |
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.4%(4) |
| 14. |
TYPE OF REPORTING PERSON
CO |
| |
|
|
|
(1) Includes
(i) 193,258 Class A Ordinary Shares; (ii) 14,080,214 Class B Ordinary Shares; and (iii) 626,691 ADSs.
(2) Each
Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. See Item 5.
(3) Quiet
Well may be deemed to be part of a “group” with certain
other Reporting Persons. See Items 2 and 5.
(4) Assuming
conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares, percentage is calculated based on a
total of 119,786,298 Ordinary Shares, including 90,666,391 Class A Ordinary Shares and 29,119,907 Class B Ordinary Shares outstanding
as of December 21, 2015. In addition, 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, the Ordinary Shares
(including Ordinary Shares represented by ADSs) held by Quiet Well represent approximately 30.1% of the total voting rights in
the Issuer as of December 21, 2015.
| 1. |
NAME OF REPORTING PERSON:
Xu Hang |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
| 3. |
SEC USE ONLY
|
| 4. |
SOURCE OF FUNDS
PF, OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER
600,000 |
| 8. |
SHARED VOTING POWER
14,447,476(1)(2) |
| 9. |
SOLE DISPOSITIVE POWER
600,000 |
| 10. |
SHARED DISPOSITIVE POWER
14,447,476(1)(2) |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,047,476(1)(2) |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
x(3) |
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%(4) |
| 14. |
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
is the sole owner; (ii) 9,229,755 Class B Ordinary Shares held by New Dragon; (iii) 515,979 ADSs, 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”),
wholly-owned by Mr. Xu’s wife, Ms. Jian; (v) ADSs 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, which includes stock options vesting within 60 days. 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) Each
Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. See Item 5.
(3) Mr.
Xu may be deemed to be part of a “group” with certain other Reporting Persons. See Items 2 and 5.
(4) Assuming
conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares, percentage is calculated based on a
total of 120,386,298 Ordinary Shares, including (i) 90,666,391 Class A Ordinary Shares and 29,119,907 Class B Ordinary Shares outstanding
as of December 21, 2015, and (ii) 600,000 Class A Ordinary Share underlying the stock options granted to Mr. Xu which are exercisable
within 60 days after the date hereof. In addition, 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, the
Ordinary Shares (including Ordinary Shares represented by ADSs) beneficially owned by Mr. Xu represent approximately 28.7% of the
total voting rights in the Issuer as of December 21, 2015.
| 1. |
NAME OF REPORTING PERSON:
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. |
SOURCE OF FUNDS
AF, OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER
0 |
| 8. |
SHARED VOTING POWER
9,947,476 |
| 9. |
SOLE DISPOSITIVE POWER
0 |
| 10. |
SHARED DISPOSITIVE POWER
9,947,476 |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,947,476(1)(2) |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
x (3) |
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%(4) |
| 14. |
TYPE OF REPORTING PERSON
CO |
| |
|
|
|
(1) Includes
(i) 201,742 Class A Ordinary Shares; (ii) 9,229,755 Class B Ordinary Shares; and (iii) 515,979 ADSs, 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.
(2) Each
Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. See Item 5.
(3) New
Dragon may be deemed to be part of a “group” with certain other Reporting Persons. See Items 2 and 5.
(4) Assuming
conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares, percentage is calculated based on a
total of 119,786,298 Ordinary Shares, including 90,666,391 Class A Ordinary Shares and 29,119,907 Class B Ordinary Shares outstanding
as of December 21, 2015. In addition, 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, the Ordinary Shares
(including Ordinary Shares represented by ADSs) held by New Dragon represent approximately 19.8% of the total voting rights in
the Issuer as of December 21, 2015.
| 1. |
NAME OF REPORTING PERSON:
Jian Yao |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
| 3. |
SEC USE ONLY
|
| 4. |
SOURCE OF FUNDS
PF, OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER
0 |
| 8. |
SHARED VOTING POWER
4,500,000 |
| 9. |
SOLE DISPOSITIVE POWER
0 |
| 10. |
SHARED DISPOSITIVE POWER
4,500,000 |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,500,000(1)(2) |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
x (3) |
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%(4) |
| 14. |
TYPE OF REPORTING PERSON
IN |
| |
|
|
|
(1) Includes
(i) 4,000,000 Class B Ordinary Shares held by New Phoenix; and (ii) 500,000 ADSs, which are held by Credit Suisse AG for the benefit
of New Phoenix.
(2) Each
Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. See Item 5.
(3) Ms.
Jian may be deemed to be part of a “group” with certain other Reporting Persons. See Items 2 and 5.
(4) Assuming
conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares, percentage is calculated based on a
total of 119,786,298 Ordinary Shares, including 90,666,391 Class A Ordinary Shares and 29,119,907 Class B Ordinary Shares outstanding
as of December 21, 2015. In addition, 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, the Ordinary Shares
(including Ordinary Shares represented by ADSs) beneficially owned by Ms. Jian represent approximately 8.7% of the total voting
rights in the Issuer as of December 21, 2015.
| 1. |
NAME OF REPORTING PERSON:
New Phoenix Limited |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
| 3. |
SEC USE ONLY
|
| 4. |
SOURCE OF FUNDS
AF, OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER
4,500,000 |
| 8. |
SHARED VOTING POWER
0 |
| 9. |
SOLE DISPOSITIVE POWER
4,500,000 |
| 10. |
SHARED DISPOSITIVE POWER
0 |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,500,000(1)(2) |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
x (3) |
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%(4) |
| 14. |
TYPE OF REPORTING PERSON
CO |
| |
|
|
|
(1) Includes
(i) 4,000,000 Class B Ordinary Shares; and (ii) 500,000 ADSs, which are held by Credit Suisse AG for the benefit of New Phoenix.
(2) Each
Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. See Item 5.
(3) New
Phoenix may be deemed to be part of a “group” with certain other Reporting Persons. See Items 2 and 5.
(4) Assuming
conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares, percentage is calculated based on a
total of 119,786,298 Ordinary Shares, including 90,666,391 Class A Ordinary Shares and 29,119,907 Class B Ordinary Shares outstanding
as of December 21, 2015. In addition, 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, the Ordinary Shares
(including Ordinary Shares represented by ADSs) held by New Phoenix represent approximately 8.7% of the total voting rights in
the Issuer as of December 21, 2015.
| 1. |
NAME OF REPORTING PERSON:
Cheng Minghe |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
| 3. |
SEC USE ONLY
|
| 4. |
SOURCE OF FUNDS
PF, OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER
0 |
| 8. |
SHARED VOTING POWER
2,188,288 |
| 9. |
SOLE DISPOSITIVE POWER
0 |
| 10. |
SHARED DISPOSITIVE POWER
2,188,288 |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,188,288(1)(2) |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
x (3) |
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%(4) |
| 14. |
TYPE OF REPORTING PERSON
IN |
| |
|
|
|
(1) Includes
(i) 1,809,938 Class B Ordinary Shares and (ii) 378,350 ADSs, which are held by City Legend Limited (“City Legend”).
Mr. Cheng is the controlling shareholder and exercises investment and voting power over the shares held by City Legend.
(2) Each
Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. See Item 5.
(3) Mr.
Cheng may be deemed to be part of a “group” with certain other Reporting Persons. See Items 2 and 5.
(4) Assuming
conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares, percentage is calculated based on a
total of 119,786,298 Ordinary Shares, including (i) 90,666,391 Class A Ordinary Shares and 29,119,907 Class B Ordinary Shares outstanding
as of December 21, 2015. In addition, 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, the Ordinary Shares
(including Ordinary Shares represented by ADSs) beneficially owned by Mr. Cheng represent approximately 4.0% of the total voting
rights in the Issuer as of December 21, 2015.
| 1. |
NAME OF REPORTING PERSON:
City Legend Limited |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
| 3. |
SEC USE ONLY
|
| 4. |
SOURCE OF FUNDS
AF, OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER
0 |
| 8. |
SHARED VOTING POWER
2,188,288 |
| 9. |
SOLE DISPOSITIVE POWER
0 |
| 10. |
SHARED DISPOSITIVE POWER
2,188,288 |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,188,288(1)(2) |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
x (3) |
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%(4) |
| 14. |
TYPE OF REPORTING PERSON
CO |
| |
|
|
|
(1) Includes
(i) 1,809,938 Class B Ordinary Shares and (ii) 378,350 ADSs.
(2) Each
Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. See Item 5.
(3) City
Legend may be deemed to be part of a “group” with certain other Reporting Persons. See Items 2 and 5.
(4) Assuming
conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares, percentage is calculated based on a
total of 119,786,298 Ordinary Shares, including 90,666,391 Class A Ordinary Shares and 29,119,907 Class B Ordinary Shares outstanding
as of December 21, 2015. In addition, 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, the Ordinary Shares
(including Ordinary Shares represented by ADSs) held by City Legend represent approximately 4.0% of the total voting rights in
the Issuer as of December 21, 2015.
INTRODUCTORY NOTE
This amendment No. 3 (this “Amendment No. 3”) is
filed jointly by Mr. Li Xiting (“Mr. Li”), Magic Bell Limited (“Magic Bell”), Quiet Well Limited (“Quiet
Well”), Mr. Xu Hang (“Mr. Xu”), New Dragon (No. 12) Investments Limited (“New Dragon”), Ms. Jian
Yao (“Ms. Jian”), New Phoenix Limited (“New Phoenix”), Mr. Cheng Minghe (“Mr. Cheng”) and City
Legend Limited (“City Legend”, and together with Mr. Li, Magic Bell, Quiet Well, Mr. Xu, New Dragon, Ms. Jian, New
Phoenix and Mr. Cheng, the “Reporting Persons”, and each a “Reporting Person”), with respect to Mindray
Medical International Limited (the “Company” or “Issuer”).
This Amendment No. 3 amends and supplements the Schedule
13D filed on June 11, 2015, as previously amended and supplemented by Amendment No. 1 filed on September 11, 2015 and
Amendment No. 2 filed on November 5, 2015 by the Reporting Persons. Capitalized terms used but not defined in this Amendment
No. 3 shall have the meanings assigned to such terms in the Schedule 13D.
| ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 of the Schedule 13D is hereby amended and supplemented
by adding the following at the end thereof:
On December 20, 2015, Parent, Merger Sub and the Company entered
into an Amendment No. 1 to the Merger Agreement (the “Amendment No. 1”). Pursuant to the Amendment No. 1, each holder
(other than any member of the Special Committee) of the Company’s restricted shares and restricted share units that are not
vested on or prior to January 1, 2016 and are cancelled at the Effective Time shall receive restricted cash awards (each a “RCA”
and collectively “RCAs”). Each RCA shall entitle the holder thereof to receive an amount equal to the per share merger
consideration at US$28.0 in cash per Ordinary Share. The Company as the surviving corporation after the Merger shall pay each holder
50% of his or her RCAs on January 1, 2017 and the remaining 50% on January 1, 2018, except for the payment to holders who are U.S.
taxpayers which shall be made in accordance with the payment timing of the settlement provisions of the related RSU award agreements.
The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to the
Amendment No. 1, a copy of which is filed as Exhibit 7.09 as is incorporated herein by reference in its entirety.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended and supplemented
by adding the following at the end thereof:
The descriptions in Item 4 herein of the Amendment No. 1 are
incorporated herein by reference.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
Item 7 of the
Schedule 13D is hereby supplemented as follows:
| Exhibit 7.09 | Amendment No. 1 to the Agreement and Plan of Merger,
by and among Excelsior Union Limited, Solid Union Limited and the Company, dated as of December 20, 2015. |
SIGNATURE
After reasonable inquiry and to the best
of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 21, 2015
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Li Xiting |
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By: |
/s/ Li Xiting |
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Magic Bell Limited |
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By: |
/s/ Li Xiting |
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Name: |
Li Xiting |
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Title: |
Sole Director |
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Quiet Well Limited |
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By: |
/s/ Li Xiting |
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Name: |
Li Xiting |
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Title: |
Sole Director |
[Signature Page to Amendment No.3]
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Xu Hang |
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By: |
/s/ Xu Hang |
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New Dragon (No. 12) Investments Limited |
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By: |
/s/ Xu Hang |
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Name: |
Xu Hang |
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Title: |
Director |
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Jian YAO |
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By: |
/s/ Jian Yao |
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New Phoenix Limited |
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By: |
/s/ Jian Yao |
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Name: |
Jian Yao |
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Title: |
Director |
[Signature Page to Amendment No.3]
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Cheng Minghe |
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By: |
/s/ Cheng Minghe |
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City Legend Limited |
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By: |
/s/ Cheng Minghe |
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Name: |
Cheng Minghe |
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Title: |
Director |
[Signature Page to Amendment No.3]
Exhibit 7.09
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN
OF MERGER
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN
OF MERGER, dated as of December 20, 2015 (this “Amendment”), among Excelsior Union Limited, an exempted company
with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Solid Union Limited, an
exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent
(“Merger Sub”), and Mindray Medical International Limited, an exempted company with limited liability incorporated
under the laws of the Cayman Islands (the “Company”). Parent, Merger Sub and the Company may hereafter be referred
to as a “Party” in their individual capacities and as “Parties” collectively.
WHEREAS, the Parties have entered into that
certain Agreement and Plan of Merger (the “Original Agreement”), upon the terms and subject to the conditions
of which Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the
Merger and becoming a wholly owned subsidiary of Parent as a result of the Merger;
WHEREAS, the Parties desire to amend Section
2.02(c) of the Original Agreement in the manner herein below set forth;
WHEREAS, Section 9.10 of the Original Agreement
provides that the Parties may amend the Original Agreement by action taken by or on behalf of their respective boards of directors
by an instrument in writing at any time prior to the Effective Time;
WHEREAS, the Company Board, acting upon
the unanimous recommendation of the Special Committee, has (i) determined that it is in the best interest of the Company and its
shareholders (other than holders of the Excluded Shares), and declared it advisable, to enter into this Amendment, (ii) adopted
resolutions approving the execution, delivery and performance by the Company of this Amendment and the consummation of the transactions
contemplated by the Original Agreement, as amended by this Amendment, including the Merger, and (iii) resolved to recommend that
the shareholders of the Company approve the Original Agreement, as amended by this Amendment, and the Transactions; and
WHEREAS, the board of directors of each
of Parent and Merger Sub has (i) approved the execution, delivery and performance by Parent and Merger Sub, respectively, of this
Amendment and the consummation of the transactions contemplated by the Original Agreement, as amended by this Amendment, and (ii)
declared it advisable for Parent and Merger Sub, respectively, to enter into this Amendment;
NOW, THEREFORE, in consideration of the
foregoing and the mutual terms herein set forth, the Parties agree, as follows:
1. Definitions;
References. Unless otherwise specified herein, all capitalized terms used in this Amendment shall have the meanings attributed
thereto by the Original Agreement.
2. Amendment
to Section 2.02(c). Section 2.02(c) of the Original Agreement is hereby deleted and replaced in its entirety to read as follows:
(c) At
or immediately prior to the Effective Time, each Restricted Share and each RSU granted under the Share Incentive Plans shall be
cancelled, and
(i) each
holder of Restricted Shares or RSUs that are vested on or prior to January 1, 2016 and each member of the Special Committee who
holds Restricted Shares or RSUs that are not vested on or prior to January 1, 2016 shall have the right to receive from the Surviving
Corporation as soon as practicable following the Effective Time an amount in cash determined by multiplying (x) the Per Share Merger
Consideration by (y) the number of Shares subject to such Restricted Shares or RSUs, as applicable; and
(ii) each
holder (other than any member of the Special Committee) of Restricted Shares or RSUs that are not vested on or prior to January
1, 2016 and are cancelled at the Effective Time shall receive restricted cash awards (each a “RCA” and collectively
“RCAs”). Each RCA shall entitle the holder thereof to receive an amount equal to the Per Share Merger Consideration.
The Surviving Corporation shall pay each holder 50% of his or her RCAs on January 1, 2017 and the remaining 50% on January 1, 2018;
provided, however, that if the holder is a United States taxpayer, then such holder shall instead be paid his or her RCAs arising
from RSUs in accordance with the payment timing of the settlement provisions of the related RSU award agreement (with the RCA attributable
to an RSU paid on the date such RSU otherwise would have been settled).
3. Representations
and Warranties of the Company. The Company hereby represents and warrants to Parent and Merger Sub that (i) it has all requisite
corporate power and authority to execute and deliver this Amendment, to perform its obligations hereunder and, subject to the approval
of the Original Agreement, as amended by this Amendment, by the Requisite Company Vote, to consummate the Merger; (ii) the execution,
delivery and performance by the Company of this Amendment and the consummation by the Company of the Merger have been duly and
validly authorized by the Company Board, and no other corporate action on the part of the Company is necessary to authorize the
execution and delivery by the Company of this Amendment and consummation by it of the Merger, in each case, subject only to the
approval of the Original Agreement, as amended by this Amendment, by the Requisite Company Vote, all in accordance with the memorandum
and articles of association of the Company; (iii) this Amendment has been duly and validly executed and delivered by the Company
and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception; and
(iv) none of the requirements or restrictions of any Takeover Statute would apply to prevent the consummation of any of the transactions
contemplated by this Amendment or the Original Agreement, including the Merger, and that the Company Board has adopted such resolutions
as are necessary so that the Takeover Statutes are rendered inapplicable to the Merger, any of the other Transactions, this Amendment,
the Original Agreement or any other transaction contemplated by this Amendment or the Original Agreement.
4. Representations
and Warranties of Parent and Merger Sub. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the
Company that (i) each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Amendment,
to perform its obligations hereunder and to consummate the Transactions; (ii) the execution, delivery and performance of this Amendment
by Parent and Merger Sub have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings
on the part of Parent or Merger Sub are necessary to authorize this Amendment or to consummate the Transactions; and (iii) this
Amendment has been duly and validly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution
and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against
each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.
5. Continuation
of Agreement as Amended. The Original Agreement, as amended by this Amendment, shall continue in full force and effect.
6. Other
Miscellaneous Terms. The provisions of Article IX (General Provisions) of the Original Agreement shall apply mutatis mutandis
to this Amendment, and to the Original Agreement as modified by this Amendment, taken together as a single agreement, reflecting
the terms therein as modified by this Amendment.
7. Execution
in Counterparts. This Amendment may be executed in multiple counterparts, any one of which need not contain the signatures
or more than one party, but all such counterparts taken together will constitute one and the same instrument. This Amendment may
be transmitted to each of the Parties by facsimile or email (.pdf) and each of the Parties may sign the facsimile each of which
shall be presumed valid and binding.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have caused
this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.
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Excelsior Union Limited |
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By |
/s/ Li Xiting |
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Name: Li Xiting |
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Title: Director |
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Solid Union Limited |
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By |
/s/ Li Xiting |
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Name: Li Xiting |
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Title: Director |
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Mindray Medical International Limited |
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By |
/s/ Ronald Ede |
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Name: Ronald Ede |
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Title: Director and Chairman of the Special Committee |
[Signature
Page to Amendment No. 1 to the Agreement and Plan of Merger]
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