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, 2015
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 persons 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 |
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13G |
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Page
2
of 14 |
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1. |
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NAME OF
REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Bank of Australia |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Australian Capital Territory, Commonwealth of
Australia |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
48,442 shares |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
48,442 shares |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,442 shares |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
¨ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) Approximately 0.05% (based on 88,181,846
Class A ordinary shares issued and outstanding as of December 31, 2014 per Form 20 F filed April 16, 2015) |
12. |
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TYPE OF REPORTING PERSON
BK/HC |
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CUSIP NO. 602675100 |
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13G |
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Page
3
of 14 |
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1. |
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NAME OF
REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Colonial Holding Company Limited |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION New South Wales, Commonwealth of
Australia |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
48,442 shares |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
48,442 shares |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,442 shares |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
¨ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) Approximately 0.05% (based on 88,181,846
Class A ordinary shares issued and outstanding as of December 31, 2014, per Form 20 F filed April 16, 2015) |
12. |
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TYPE OF REPORTING PERSON
HC |
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CUSIP NO. 602675100 |
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13G |
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Page
4
of 14 |
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1. |
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NAME OF
REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Insurance Holdings Limited |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION New South Wales, Commonwealth of
Australia |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
48,442 shares |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
48,442 shares |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,442 shares |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
¨ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) Approximately 0.05% (based on 88,181,846
Class A ordinary shares issued and outstanding as of December 31, 2014, per Form 20 F filed April 16, 2015) |
12. |
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TYPE OF REPORTING PERSON
HC |
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CUSIP NO. 602675100 |
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13G |
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Page
5
of 14 |
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1. |
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NAME OF
REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Colonial First State Group Limited |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Victoria, Commonwealth of Australia |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
¨ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) Approximately 0.00% (based on 88,181,846
Class A ordinary shares issued and outstanding as of December 31, 2014, per Form 20 F filed April 16, 2015) |
12. |
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TYPE OF REPORTING PERSON
HC |
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CUSIP NO. 602675100 |
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13G |
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Page
6
of 14 |
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1. |
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NAME OF
REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First State Investments (Hong Kong) Limited |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Hong Kong |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
0 |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
0 |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
¨ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) Approximately 0.00% (based on 88,181,846 Class A ordinary shares issued
and outstanding as of December 31, 2014, per Form 20 F filed April 16, 2015) |
12. |
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TYPE OF REPORTING PERSON
IA |
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CUSIP NO. 602675100 |
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13G |
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Page
7
of 14 |
Item 1(a) |
Name of Issuer: Mindray Medical International Limited |
Item 1(b) |
Address of Issuers 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 |
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 |
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13G |
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Page
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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: |
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(a) |
¨ Broker or dealer registered under Section 15 of the Exchange Act; |
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(b) |
¨ Bank as defined in Section 3(a)(6) of the Exchange Act; |
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(c) |
¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act; |
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(d) |
¨ Investment company registered under Section 8 of the Investment Company Act; |
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(e) |
¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
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(g) |
x A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
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(i) |
¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the |
Investment Company Act;
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(j) |
¨ A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J); |
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(k) |
¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J), please specify the type of institution:
If this statement is filed pursuant to Rule 13d-1(c), check this box: ¨
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(a) |
Amount beneficially owned: |
Incorporated by reference to Item 9 of the cover page
pertaining to each reporting person.
Incorporated by reference to Item 11 of the cover page pertaining to
each reporting person.
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CUSIP NO. 602675100 |
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13G |
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Page
9
of 14 |
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(c) |
Number of shares as to which such person has: |
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(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.
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(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.
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(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.
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(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, none of the filing persons is 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.
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 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
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CUSIP NO. 602675100 |
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13G |
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Page
10
of 14 |
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 |
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13G |
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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 12th day
of February 2016.
Commonwealth Bank of Australia
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By: |
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/s/ Carla Collingwood |
Name: |
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Carla Collingwood |
Title: |
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Company Secretary |
Colonial Holding Company Limited
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By: |
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/s/ Warwick Bryan |
Name: |
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Warwick Bryan |
Title: |
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Director |
Commonwealth Insurance Holdings Limited
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By: |
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/s/ Warwick Bryan |
Name: |
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Warwick Bryan |
Title: |
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Director |
Colonial First State Group Limited
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By: |
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/s/ Andrew Morgan |
Name: |
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Andrew Morgan |
Title: |
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Director |
First State Investments (Hong Kong) Limited
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By: |
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/s/ Michael Stapleton |
Name: |
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Michael Stapleton |
Title: |
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Director |
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CUSIP NO. 602675100 |
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13G |
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Page
12
of 14 |
INDEX TO EXHIBITS
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Exhibit No. |
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Exhibit |
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99.1 |
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Joint Filing Agreement |
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99.2 |
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Item 7 Information |
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CUSIP NO. 602675100 |
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13G |
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Page 13 of 14 |
Exhibit 99.1
Joint Filing Agreement
February 12, 2016
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
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By: |
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/s/ Carla Collingwood |
Name: |
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Carla Collingwood |
Title: |
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Company Secretary |
Colonial Holding Company Limited
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By: |
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/s/ Warwick Bryan |
Name: |
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Warwick Bryan |
Title: |
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Director |
Commonwealth Insurance Holdings Limited
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By: |
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/s/ Warwick Bryan |
Name: |
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Warwick Bryan |
Title: |
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Director |
Colonial First State Group Limited
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By: |
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/s/ Andrew Morgan |
Name: |
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Andrew Morgan |
Title: |
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Director |
First State Investments (Hong Kong) Limited
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By: |
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/s/ Michael Stapleton |
Name: |
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Michael Stapleton |
Title: |
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Director |
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CUSIP NO. 602675100 |
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13G |
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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:
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Company |
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Type of Company. |
Colonial First State Investments Limited |
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IA (Australia registered) |
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