Form 6-K

___________________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

For the month of November 2006

Commission File Number: 001-33036

Mindray Medical International Limited

Mindray Building, Keji 12th Road South,
Hi-tech Industrial Park, Nanshan,
Shenzhen 518057
People’s Republic of China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

      Form 20-F þ          Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

      o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

      o

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

      Yes o          No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82- N/A

 

 

Mindray Medical International Limited

Form 6-K

TABLE OF CONTENTS

		Page
Signature			3
Exhibit 99.1 — Press Release			4
EX-99.1 PRESS RELEASE DATED NOV 16, 2006

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Mindray Medical International Limited
		By:		/s/ Joyce I-Yin Hsu
		Name:		Joyce I-Yin Hsu
		Title:		Chief Financial Officer
Date: November 16, 2006

Exhibit 99.1

Mindray Medical International Limited Announces Third Quarter 2006 Results

Financial Summary for the three months ended September 30, 2006

•

Net revenues of RMB360.9 million (US$45.7 million), up 21.6% year-over-year

•

Net income of RMB91.0 million (US$11.5 million), up 131.0% year-over-year

•

Basic earnings per share of RMB1.07 (US$0.14), up 256.7% year-over-year

•

Diluted earnings per share of RMB0.94 (US$.012), up 213.3% year-over-year

(Shenzhen, China, November 16, 2006) Mindray Medical International Limited (NYSE: MR), a leading developer, manufacturer and marketer of medical devices, announced its financial results for the three months ended September 30, 2006¹.

Third quarter net revenues in 2006 were RMB360.9 million (US$45.7 million), a 21.6% increase from net revenues of RMB296.9 million in the third quarter of 2005. Gross profit for the third quarter of 2006 was RMB201.1 million (US$25.4 million), a 25.6% increase from RMB160.1 million in the third quarter of 2005. Net income for the third quarter of 2006 was RMB91.0 million (US$11.5 million), a 131.0% increase from RMB39.4 million in the third quarter of 2005. For the three months ended September 30, 2006, basic and diluted earnings per share were RMB1.07 (US$0.14) and RMB0.94 (US$ 0.12)², respectively.

“This was a good quarter,” said Xu Hang, Chairman and Co-Chief Executive Officer of Mindray. “Our overall performance reflects continued progress and momentum in all three of our business segments, particularly in our diagnostic laboratory instruments and ultrasound imaging systems segments. Our business segments delivered solid year-over-year revenue and earnings growth in a business environment that was more challenging than the first half of the year. Regulatory issues made this quarter particularly challenging from an operational perspective, due to the on-going anti-corruption campaign targeted at the healthcare industry by the Chinese government as well as delays in the State Food and Drug Administration (or “SFDA”) registration for our new products, as we disclosed in our IPO prospectus. Even so, year-over-year trends remained positive, which we believe is a testament to the continued success of our business model and growth initiatives.”

New Product Highlights

In September 2006, we received relevant SFDA product registrations and formally launched several new products including DC-6, our first color Doppler ultrasound imaging systems and BC-5500, a five-part differential hematology analyzer. In addition, in October 2006, we introduced the Beneview series of patient monitoring devices, our high-end patient monitors.

Revenue Analysis

Net revenues of RMB360.9 million (US$45.7 million) for the third quarter of 2006 were up RMB64.0 million (US$8.1 million), representing an increase of 21.6% from the same period in 2005. This revenue comparison includes the negative impact from the current slowdown in hospital procurement in China’s domestic market as a result of on-going anti-corruption campaign targeted at the healthcare industry and delays in product launches resulting from changes in China’s SFDA regulatory approval processes. As previously contemplated in our IPO prospectus (available at http://www.sec.gov/edgar.shtml), these factors had an adverse impact on our net revenues in the third quarter of 2006. Net revenues for the nine months ended September 30, 2006, were RMB1,037.6 million (US$131.3 million), representing a 41.4% increase from the same period in 2005.

Net Segment Revenues³

Growth in all three of our business segments contributed to an increase of our total net segment revenues year-over-year. Stronger growth in our diagnostic laboratory instruments and ultrasound imaging systems segments contributed to an increase in the percentage of total net segment revenues attributable to these segments and a corresponding decrease in the share of total net segment revenues attributable to patient monitoring devices.

Third quarter 2006 net revenues in our patient monitoring devices segment grew 11.7% to RMB139.5 million (US$17.7 million) from the same period in 2005. The percentage contribution of patient monitoring devices to our total net segment revenues fell from 43.8% in the third quarter of 2005 to 39.2% in the third quarter of 2006. Net segment revenues for the nine months ended September 30, 2006, were RMB411.1 million (US$52.0 million), or 20.0% increase from the same period in 2005.

Third quarter 2006 net revenues in our diagnostic laboratory instruments segment increased 45.3% to RMB113.3 million (US$14.3 million) from RMB78.0 million in the third quarter of 2005. Net revenues from the diagnostic laboratory instruments segment grew to a share of 31.8% of our total net segment revenues in the third quarter of 2006 from a share of 27.3% in the corresponding quarter in 2005. Net segment revenues for

the nine months ended September 30, 2006, were RMB303.8 million (US$38.4 million), or 66.5% increase from the same period in 2005.

Third quarter 2006 net revenues in our ultrasound imaging systems segment increased 24.9% to RMB97.6 million (US$12.4 million) from RMB78.3 million in the third quarter of 2005. The percentage contribution of net revenues from the ultrasound imaging systems segment was 27.4% of total net segment revenues in the third quarter of 2006 compared to 27.4% in the corresponding quarter in 2005. Net segment revenues for the nine months ended September 30, 2006, were RMB298.0 million (US$37.7 million), or 73.9% increase over the same period in 2005.

Net Revenues by Geographic Region

For the first time in any quarter, our net revenues generated in international markets exceeded net revenues generated in China. Net revenues generated in international markets in the third quarter of 2006 increased by 38.9% to RMB188.2 million (US$23.8million) from RMB135.5 million in the third quarter of 2005. Net revenues generated in international markets for the nine months ended September 30, 2006, were RMB484.0 million (US$61.2 million), or 58.6% increase from the same period in 2005. Net revenues generated in China in the third quarter of 2006 increased by 7.0% to RMB172.7 million (US$21.8 million) from RMB161.4 million in the corresponding period of previous year. Net revenues generated in China for the nine months ended September 30, 2006, were RMB553.6 million (US$70.0 million), representing a 29.2% increase from the same period in 2005.

Gross Margins

The consolidated gross margin for the third quarter of 2006 was 55.7%, compared to 53.9% gross margin reported in the third quarter of 2005, primarily due to margin improvements in our ultrasound imaging systems segment, which were partially offset by the elimination of the value-added tax refunds on embedded self-developed software previously available to us, which contributed an additional RMB9.1 million to the consolidated gross profits during the third quarter of 2005. For the nine months ended September 30, 2006, the consolidated gross margin was 55.0%, compared to 54.8% gross margin reported during the same period in 2005. The consolidated gross margin excluding the impact of VAT refunds would have been 52.5% for the third quarter of 2005 and 53.4% for the nine months ended September 30, 2005.

Operating Expenses

Selling expenses for the third quarter of 2006 were RMB49.5 million (US$6.3 million), representing a sequential decrease of 11.4% from the second quarter of 2006 and an increase of 51.6% from the third quarter of 2005. As a percentage of total net revenues, selling expenses decreased to 13.7% from 15.6% in the second quarter of 2006 and increased from 11.0% in the third quarter of 2005. Selling expenses for the nine months

6

ended September 30, 2006 were RMB149.4 million (US$18.9 million), representing an increase of 46.4% from the same period in 2005.

General and administrative expenses for the third quarter of 2006 were RMB18.2 million (US$2.3 million), representing a sequential increase of 25.5% from the second quarter of 2006 and a decrease of 69.0% from the same quarter in 2005. As a percentage of total net revenue, general and administrative expenses increased to 5.0% from 4.0% in the second quarter of 2006. However, those expenses constituted 19.8% of net revenues in the third quarter of 2005. The proportionate decline on a year-over-year basis reflects decreases in share-based compensation expenses. General and administrative expenses for the nine months ended September 30, 2006 were RMB43.1 million (US$5.5 million), representing a decrease of 55.3% from the same period in 2005.

Research and development expenses for the third quarter in 2006 were RMB36.5 million (US$4.6 million), representing a 6.0% increase from the second quarter of 2006 and a 53.0% increase from the corresponding quarter in 2005. Consistent with our plan to annually invest approximately 10% of our net revenues in research and development activities, our research and development expenses increased from 8.0% of net revenues in the third quarter of 2005 to 10.1% in the third quarter of 2006. Research and development expenses for the nine months ended September 30, 2006 were RMB103.2 million (US$13.1 million), representing an increase of 43.3% from the same period in 2005.

Total share-based compensation expenses, which were allocated to related operating expenses, decreased to RMB9.3 million (US$1.2 million) in the third quarter of 2006 from RMB44.6 million in the third quarter of 2005. For the nine months ended September 30, 2006, total share-based compensation expenses were RMB19.5 million (US$2.5 million), compared to RMB70.9 million reported during the same period in 2005.

Net income for the third quarter of 2006 was RMB91.0 million (US$11.5 million), a 131% increase from RMB39.4 million in the third quarter of 2005. For the nine months ended September 30, 2006, net income was RMB255.8 million (US$32.4 million), representing a 142.2% increase from the same period in 2005. For the third quarter of 2006, basic and diluted earnings per share² for the quarter were RMB1.07 (US$0.14) and RMB0.94 (US$ 0.12), respectively. For the nine months ended September 30, 2006, basic and diluted earnings per share² were RMB3.17 (US$0.40) and RMB2.80 (US$ 0.35), respectively.

Conference Call and Webcast

The management team will conduct a conference call to discuss our results, outlook and related matters on Thursday, November 16, 2006 at 8:00 a.m. Eastern Time. Members of the public who would like to listen to the conference call should dial 1-866-206-7204 (U.S. domestic) and 1-703-639-1114 (International). The number should be dialed at least 10 minutes prior to the start of the conference call. The passcode for the conference call is “Mindray”. The conference call will also be accessible as an audio webcast through the Investor Relations section of our web site (www.mindray.com). There is no

charge to access the call. For those unable to listen to the live broadcast, a replay will be available on our web site for three months after the event. A telephone replay will also be available two hours after the call through November 17, 2006. Members of the public who would like to listen to a replay of conference call should dial 1-888-266-2081 (U.S. domestic) and 1-703-925-2533 (International). The passcode for the telephone replay is “141369”. Please direct any questions regarding obtaining access to the conference call to Christensen at mhossain@ChristensenIR.com.

About Mindray

Mindray Medical International Limited is a leading developer, manufacturer and marketer of medical devices in China with a significant and growing presence worldwide. Established in 1991, Mindray offers a broad range of products across three primary business segments: patient monitoring devices, diagnostic laboratory instruments, and ultrasound imaging systems. Mindray is headquartered in Shenzhen, China, and has 29 local sales and services offices in China, as well as sales and services offices in Boston, Istanbul, London and Vancouver.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements,” including those related to the continued success of our business model and growth initiatives. These statements are not historical facts but instead represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. It is possible that our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results due to a variety of factors, including but not limited to: the expected growth of the medical device market in China and internationally; relevant government policies and regulations relating to the medical device industry; market acceptance of our products; our expectations regarding demand for our products; our ability to expand our production, our sales and distribution network and other aspects of our operations; our ability to stay abreast of market trends and technological advances; our ability to effectively protect our intellectual property rights and not infringe on the intellectual property rights of others; competition in the medical device industry in China and internationally; and general economic and business conditions in the countries in which we operate. The financial information contained in this release should be read in conjunction with the consolidated financial statements and notes thereto included in our IPO prospectus filed with the Securities and Exchange Commission on September 27, 2006. For a discussion of other important factors that could adversely affect our business, financial condition, results of operations and prospects, see “Risk Factors” beginning on page 9 of our IPO prospectus. Our results of operations for the third quarter of 2006 are not necessarily indicative of our operating results for any future periods. Any projections in this release are based on limited information currently available to us, which is subject to change. Although such projections and the factors influencing them will likely change, we will not necessarily update the information. Such information speaks only as of the date of this release.

For further information, contact:

Investor Relations
Mindray Medical International Limited
Tel: +86-755–2658-2518
E-mail: IR@mindray.com

Mahboob Hossain
Christensen
Tel: 1-480-614-3000
E-mail: mhossain@ChristensenIR.com

Exhibit 1
MINDRAY MEDICAL INTERNATIONAL LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS

		Three months ended September 30,												Nine months ended September 30,
		2005				2006				2006				2005				2006				2006
		RMB				RMB				US$				RMB				RMB				US$
(unaudited)		(In thousands, except share and per share data)													(In thousands, except share and per share data)
Net revenues			296,864				360,859				45,655				733,640				1,037,624				131,278
Cost of revenues			(136,740	)			(159,758	)			(20,212	)			(331,632	)			(467,088	)			(59,095	)
Gross profit			160,124				201,101				25,443				402,008				570,536				72,183
Selling expenses			(32,620	)			(49,467	)			(6,258	)			(102,047	)			(149,442	)			(18,907	)
General and administrative expenses			(58,604	)			(18,237	)			(2,307	)			(96,354	)			(43,102	)			(5,453	)
Research and development expenses			(23,857	)			(36,497	)			(4,618	)			(72,004	)			(103,175	)			(13,054	)
Other general expenses			—				23				3				—				23				3
Operating income			45,043				96,923				12,263				131,603				274,840				34,772
Other income, net			7				(1,707	)			(216	)			714				(1,468	)			(186	)
Interest income			243				2,336				296				854				8,878				1,123
Interest expense			(422	)			(48	)			(6	)			(1,623	)			(327	)			(41	)
Income before income taxes and minority interests			44,871				97,504				12,336				131,548				281,923				35,668
Provision for income taxes			(5,464	)			(6,458	)			(817	)			(11,913	)			(19,649	)			(2,486	)
Minority interests			—				—				—				1				(6,456	)			(817	)
Net Income			39,407				91,046				11,519				119,636				255,818				32,366
Deemed dividend on issuance of convertible redeemable preferred shares at a discount			(14,031	)			—				—				(14,031	)			—				—
Income attributable to ordinary shareholders			25,376				91,046				11,519				105,605				255,818				32,366
Basic earnings per share			0.30				1.07				0.14				1.24				3.17				0.40
Diluted earnings per share			0.30				0.94				0.12				1.24				2.80				0.35
Shares used in the computation of:
Basic earnings per share			83,916,315				85,276,860				85,276,860				85,297,806				80,777,302				80,777,302
Diluted earnings per share			84,887,781				96,913,296				96,913,296				85,297,806				91,314,023				91,314,023

		Three months ended September 30,												Nine months ended September 30,
		2005				2006				2006				2005				2006				2006
(unaudited)		RMB’000				RMB’000				US$’000				RMB’000				RMB’000				US$’000
Share-based compensation charges incurred during the period related to:
Cost of revenues			—				190				24				268				426				54
Selling expenses			—				2,218				281				8,576				5,555				703
General and administrative expenses			44,594				4,266				540				59,014				8,749				1,107
Research and development expenses			—				2,653				336				3,071				4,783				605

Exhibit 2
MINDRAY MEDICAL INTERNATIONAL LIMITED
CONSOLIDATED BALANCE SHEETS

	As at December 31, 2005						As at September 30, 2006 (unaudited)
		RMB				RMB				US$
		(In thousands, except share and per share data)
ASSETS
Current assets:
Cash and cash equivalents			446,143				291,095				36,829
Restricted cash			7,727				—				—
Accounts receivable, net			71,330				71,066				8,991
Offering Proceeds Receivable			—				1,254,625				158,733
Inventories			105,422				125,056				15,822
Value added tax receivables			12,963				—				—
Other receivables			13,987				19,826				2,508
Prepayments and other			17,134				16,567				2,096
Deferred tax assets			406				1,701				215
Total current assets			675,112				1,779,936				225,194
Loans to employees			8,460				5,981				757
Long-term investments			—				104,480				13,219
Other assets			2,020				2,020				256
Property, plant and equipment, net			152,489				177,142				22,412
Land use right			2,639				2,539				321
Deferred tax assets			115				29				4
Goodwill			—				279,650				35,381
Total assets			840,835				2,351,777				297,543
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Notes payable			17,153				43,170				5,462
Accounts payable			62,809				65,049				8,230
Customers’ deposits			29,827				26,826				3,394
Salaries payables			43,653				44,867				5,676
Other taxes payable			5,086				3,642				461
Other payables			8,862				10,491				1,327
Accrued professional expenses			11,555				22,680				2,869
Accrued other expenses			9,908				24,339				3,079
Advance subsidies			14,500				17,400				2,201
Income taxes payable			2,928				6,723				851
Total current liablilies			206,281				265,187				33,551
Commitment and contingencies
Minority interests			37,596				10				1
Mezzanine equity:
Convertible redeemable preferred shares			325,389				—				—
Shareholders’ equity:
Ordinary shares			79				110				14
Additional paid-in capital			45,773				1,928,396				243,977
Retained earnings			225,717				158,074				19,999
Total shareholders’ equity			271,569				2,086,580				263,990
Total liabilities and shareholders’ equity			840,835				2,351,777				297,543

     

EXHIBIT 3:
MINDRAY MEDICAL INTERNATIONAL LIMITED
GEOGRAPHIC DATA
(UNAUDITED)

		3Q2005								4Q2005								1Q2006								2Q2006								3Q2006
		RMB’000				% of Rev				RMB’000				% of Rev				RMB’000				% of Rev				RMB’000				% of Rev				RMB’000				USD’000				% of Rev
China			161,352				54.4	%			198,578				57.6	%			184,983				58.1	%			195,952				54.7	%			172,683				21,848				47.9	%
Other Asia			55,789				18.8	%			47,454				13.8	%			40,031				12.6	%			46,641				13.0	%			55,811				7,061				15.5	%
Europe			41,717				14.1	%			58,355				16.9	%			49,224				15.5	%			65,021				18.1	%			55,596				7,034				15.4	%
North America			10,897				3.7	%			22,958				6.7	%			22,644				7.1	%			21,949				6.1	%			37,677				4,767				10.4	%
Other			27,109				9.1	%			17,588				5.1	%			21,463				6.7	%			28,856				8.1	%			39,092				4,946				10.8	%
Total Net Revenues			296,864				100.0	%			344,933				100.0	%			318,345				100.0	%			358,419				100.0	%			360,859				45,655				100.0	%

EXHIBIT 4:
MINDRAY MEDICAL INTERNATIONAL LIMITED
SEGMENT DATA (UNAUDITED)

		3Q2005								4Q2005								1Q2006								2Q2006								3Q2006
		Net Segment Revenues				% of Total				Net Segment Revenues				% of Total				Net Segment Revenues				% of Total				Net Segment Revenues				% of Total				Net Segment Revenues								% of Total
		RMB’000								RMB’000								RMB’000								RMB’000								RMB’000				USD’000
Patient Monitoring Devices			124,937				43.8	%			153,796				46.2	%			129,553				41.0	%			142,018				40.0	%			139,524				17,652				39.2	%
Diagnostic Laboratory Instruments			77,958				27.3	%			80,713				24.3	%			82,141				26.0	%			108,313				30.5	%			113,296				14,334				31.8	%
Ultrasound Imaging System			78,257				27.4	%			92,973				27.9	%			100,343				31.8	%			99,957				28.2	%			97,628				12,352				27.4	%
Other			4,112				1.4	%			5,262				1.6	%			3,728				1.2	%			4,538				1.3	%			5,841				739				1.6	%
Total Net Segment Revenues1			285,264				100.0	%			332,744				100.0	%			315,765				100.0	%			354,826				100.0	%			356,289				45,077				100.0	%

Exhibit 5:
MINDRAY MEDICAL INTERNATIONAL LTD

		For the three months ended,
(unaudited)			9/30/2005				12/31/2005				3/31/2006				6/30/2006				9/30/2006				9/30/2006
		RMB				RMB				RMB				RMB
			(In thousands, except share and per share data)
Statement of Operations Data:
Net revenues			296,864				344,933				318,345				358,420				360,859				45,655
Cost of revenues			(136,740	)			(161,694	)			(154,459	)			(152,872	)			(159,758	)			(20,212	)
Gross profit			160,124				183,239				163,886				205,548				201,101				25,443
Operating expenses:
Selling expenses			(32,620	)			(44,452	)			(44,110	)			(55,865	)			(49,467	)			(6,258	)
General and administrative expenses			(58,604	)			(15,728	)			(10,353	)			(14,512	)			(18,237	)			(2,307	)
Research and development expenses			(23,857	)			(34,144	)			(32,250	)			(34,428	)			(36,497	)			(4,618	)
Other general expenses			—				—				—				—				23				3
Operating income			45,043				88,915				77,173				100,743				96,923				12,263
Other income, net			7				8,496				241				(1	)			(1,707	)			(216	)
Interest income			243				3,000				3,269				3,273				2,336				296
Interest expense			(422	)			(396	)			(123	)			(156	)			(48	)			(6	)
Income before income taxes and minority interests			44,871				100,015				80,560				103,859				97,504				12,336
Provision for income taxes			(5,464	)			(6,153	)			(5,701	)			(7,490	)			(6,458	)			(817	)
Minority interests			—				(8,409	)			(6,456	)			—				—				—
Net income			39,407				85,453				68,403				96,369				91,046				11,519
Deemed dividend on issuance of convertible redeemable preferred shares at a discount			(14,031	)			—				—				—				—				—
Income attributable to ordinary shareholders			25,376				85,453				68,403				96,369				91,046				11,519
Basic earnings per share			0.30				1.13				0.91				1.18				1.07				0.14
Diluted earnings per share			0.30				1.13				0.80				1.05				0.94				0.12
Shares used in computation of:
Basic earnings per share			83,916,315				75,350,054				75,350,054				81,595,905				85,276,860				85,276,860
Diluted earnings per share			83,916,315				75,350,054				85,425,031				91,477,498				96,913,296				96,913,296

		9/30/2005				12/31/2005				3/31/2006				6/30/2006				9/30/2006				9/30/2006
		RMB				RMB				RMB				RMB				RMB				US$
		(In thousands, except share and per share data)
			(unaudited)				(audited)				(unaudited)				(unaudited)				(unaudited)				(unaudited)
Balance Sheet Data:
Cash and cash equivalents			357,902				446,143				523,704				212,875				291,095				36,829
Accounts Receivable			50,179				71,330				78,278				66,555				71,066				8,991
Inventories			118,378				105,422				136,710				120,659				125,056				15,822
Working capital(1)			379,631				468,831				395,174				204,554				1,514,749				191,643
Total assets			736,771				840,835				954,515				1,021,911				2,351,777				297,543
Notes and accounts payable			75,316				79,962				128,225				99,531				108,219				13,692
Total liabilities			196,020				206,281				394,067				262,795				265,187				33,551
Minority interests			29,187				37,596				29,020				10				10				1
Mezzanine equity			325,389				325,389				325,389				289,867				—				—
Total shareholders’ equity			186,175				271,569				206,039				469,239				2,086,580				263,990
Total liabilities and shareholders’ equity			736,771				840,835				954,515				1,021,911				2,351,777				297,543