[CALCULATION OF REGISTRATION FEE Proposed maximum Proposed maximum Title of each class of Amount to be offering price pergregate offering Amount of securities to be registered RegisteredS price registration fee(3) ClassA ordinary shares, par value HK$0.001 per share(1) 4,600,000 (2) $ 38.20 $ 175,720,000 $ 12,528.84 (1) American depositary shares, orSs, issuable upon deposit of]
[CALCULATION OF REGISTRATION FEE Proposed maximum Proposed maximum Title of each class of Amount to be offering price pergregate offering Amount of securities to be registered RegisteredS price registration fee(3) ClassA ordinary shares, par value HK$0.001 per share(1) 4,600,000 (2) $ 38.20 $ 175,720,000 $ 12,528.84 (1) American depositary shares, orSs, issuable upon deposit of]
[EXECUTION VERSION Mindray Medical International Limited 4,000,000 American Depositary Shares (Par Value HK$0.001 Per Share) UNDERWRITINGREEMENT March3, 2010 JEFFERIES &MPANY, Ladies and Gentlemen: Introductory.mpany UnderwriterSs Ordinary Shares FirmSs OptionalSs OfferedSs Firm Shares Optional Shares Offered Shares Depositreement DepositaryRsmmission Base Prospectus] [4 March2010 th Mindray Medical International Limited DIRECT LINE: 852 2842 9500 Shenzhen 518057 Dear Sirs, Mindray Medical International Limitedmpany Registration Statement Securities Act Offering SharesSs We have actedecialyman legalunsel to Mindray Medical International Limited (the For the purposes of giving this opinion we have examinedpies of the following documents:] [[OMELVENY & MYERS LETTERHEAD] th Mindray Medical International Limited RE: 4,600,000 AMERICAN DEPOSITARY SHARES (THESS), REPRESENTING 4,600,000 CLASS A ORDINARY SHARES OF MINDRAY MEDICAL INTERNATIONAL LIMITED (THEMPANY) Ladies and Gentlemen: Respectfully submitted, EX-8.1 h04048exv8w1.htm 4 EX-8.1] [Mindray Medical International Limited Announces Pricing of a Public Offering of American Depositary Shares SHENZHEN, China, March4, 2010 Mindray Medical International Limited (NYSE: MR) (Mindray or thempany), a leading developer, manufacturer and marketer of medical devices worldwide, today announced the pricing of a public offering of 4,000,000 American depositary shares (ADSs), representing 4,000,000 ordinary shares]
[CALCULATION OF REGISTRATION FEE Proposed maximum Proposed maximum Title of each class of Amount to be offering price pergregate offering Amount of securities to be registered RegisteredS price registration fee(3) ClassA ordinary shares, par value HK$0.001 per share(1) 4,600,000 (2) $ 38.20 $ 175,720,000 $ 12,528.84 (1) American depositary shares, orSs, issuable upon deposit of]
[our goals and strategies; our future business development, financialndition and results of operations,luding our unaudited operating results for the year ended December31, 2009; the projected growth of the medical device industry in China and internationally; the effects of the current global economic crisis and global macroeconomicnditions on our business;]
[TABLE OF CONTENTS Page PROSPECTUS SUPPLEMENT About this Prospectus Supplement]
[The information in this prospectus supplement is notmplete and may be changed. This prospectus supplement is not an offer to sell these securities and is not an offer to buy these securities in any jurisdiction where such offer orle is not permitted. SUBJECT TOMPLETION,TED MARCH3, 2010 Preliminary Prospectus Supplement]
[The information in this prospectus supplement is notmplete and may be changed. This prospectus supplement is not an offer to sell these securities and is not an offer to buy these securities in any jurisdiction where such offer orle is not permitted. SUBJECT TOMPLETION,TED MARCH3, 2010 Preliminary Prospectus Supplement]
[¨ Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) Proposed Maximum Amount of Common Shares (2) $13,500,000 $753.30 (3) $150 $0.01 (3) $1,687,500 $94.81 Total $15,187,650 $848.52 (4) (1) (2) (3) (4) Previously paid. SUBJECT TO COMPLETION, DATED March 3,] [Kaufman & Canoles, P.C. Three James Center, 12th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com _______________, 2010 Dehaier Medical Systems Limited 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District Beijing 100089 Peoples Republic of China Re: Dehaier Medical Systems Limited] [Kaufman & Canoles, P.C. Three James Center, 12th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com Dehaier Medical Systems Limited 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District Beijing 100089 Peoples Republic of China Re: Dehaier Medical Systems Limited Dear Sir:] [Kaufman & Canoles, P.C. Three James Center, 12 th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Ladies and Gentlemen: Based upon and] [Kaufman & Canoles, P.C. Three James Center, 12 th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Ladies and Gentlemen: Based upon and] [Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Ladies and Gentlemen: Based upon and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:] [Approval to Change the date of Repayment of Loan Contract No. 0023, Year 2009 Based on the Loan contract signed between Industrial and Commercial Bank of China Limited and Beijing Dehaier Technology Company Limited dated on May 5 2009, the principal of the loan is RMB 10,000,000, with repayments due on November 20, 2009, March 20, 2010 and May 20,] [Loss Absorption Agreement This Loss Absorption Agreement (hereinafter referred to as this Agreement) is entered into among the following parties in Beijing as of March 3, 2010: Party A: Beijing Dehaier Medical Technology Company Limited Party B: Beijing Dehaier Technology Company Limited Party C: Ping Chen Party D: Bao Xian Party E: Weibing Yang Party F: Jian Sun Party G:] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated March 3, 2010 relating to the 2008 and 2007 consolidated financial statements of Dehaier Medical Systems Limited and Affiliate and to the reference to our Firm under the caption Experts in the Prospectus. New York,] [Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Dear Sirs, PRC We are qualified lawyers of the Peoples Republic of China (the Company Registration Statement SEC Securities Act Shares We have acted as PRC counsel for Dehaier Medical Systems Limited, a company incorporated under the laws of] [Daniel Morris, Esq. March 3, 2010 Page 2 Assembly, page 3 2.]
[¨ Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) Proposed Maximum Amount of Common Shares (2) $13,500,000 $753.30 (3) $150 $0.01 (3) $1,687,500 $94.81 Total $15,187,650 $848.52 (4) (1) (2) (3) (4) Previously paid. SUBJECT TO COMPLETION, DATED March 3,] [Kaufman & Canoles, P.C. Three James Center, 12th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com _______________, 2010 Dehaier Medical Systems Limited 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District Beijing 100089 Peoples Republic of China Re: Dehaier Medical Systems Limited] [Kaufman & Canoles, P.C. Three James Center, 12th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com Dehaier Medical Systems Limited 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District Beijing 100089 Peoples Republic of China Re: Dehaier Medical Systems Limited Dear Sir:] [Kaufman & Canoles, P.C. Three James Center, 12 th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Ladies and Gentlemen: Based upon and] [Kaufman & Canoles, P.C. Three James Center, 12 th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Ladies and Gentlemen: Based upon and] [Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Ladies and Gentlemen: Based upon and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:] [Approval to Change the date of Repayment of Loan Contract No. 0023, Year 2009 Based on the Loan contract signed between Industrial and Commercial Bank of China Limited and Beijing Dehaier Technology Company Limited dated on May 5 2009, the principal of the loan is RMB 10,000,000, with repayments due on November 20, 2009, March 20, 2010 and May 20,] [Loss Absorption Agreement This Loss Absorption Agreement (hereinafter referred to as this Agreement) is entered into among the following parties in Beijing as of March 3, 2010: Party A: Beijing Dehaier Medical Technology Company Limited Party B: Beijing Dehaier Technology Company Limited Party C: Ping Chen Party D: Bao Xian Party E: Weibing Yang Party F: Jian Sun Party G:] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated March 3, 2010 relating to the 2008 and 2007 consolidated financial statements of Dehaier Medical Systems Limited and Affiliate and to the reference to our Firm under the caption Experts in the Prospectus. New York,] [Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Dear Sirs, PRC We are qualified lawyers of the Peoples Republic of China (the Company Registration Statement SEC Securities Act Shares We have acted as PRC counsel for Dehaier Medical Systems Limited, a company incorporated under the laws of] [Daniel Morris, Esq. March 3, 2010 Page 2 Assembly, page 3 2.]
