This is Mindray Medical

Transcription

OTTOMAN BAY RESEARCH
DEC - 2013
F OOL‟ S G OL D
NANJING R&D CENTER AS PORTRAYED BY MINDRAY
Mindray's Nanjing Facility – photo from 5/07/13 Investor pres – pg 9
ACTUAL NANJING R&D CENTER PHOTO
Photo taken by J Capital on 5/17/13 of Mindray's Nanjing Facility
STRONG SELL – TARGET PRICE: $15.00
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DEC - 2013
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Table of Contents
I
SHORT INVESTMENT THESIS
II
UNEXPLAINED DISCREPANCIES
13
III
QUESTIONABLE ACQUISITIONS
27
IV
PHANTOM CASH
42
V
EARNINGS ARE OVERSTATED
49
VI
IMPLAUSIBLE SHORT TERM INVESTMENT BALANCES & RETURNS
59
VII
DETERIORATING BUSINESS FUNDAMENTALS
64
IX
FIELD RESEARCH
88
APPENDIX
3
4
96
I
Short Investment Thesis
4
DEC - 2013
Short Investment Thesis
 Earnings Are Overstated – We believe Mindray is inflating revenues by 30% and real gross margins are in line with peer levels
of 45%-50% vs. the ~60% MR claims. To compound matters, recent SEC correspondences reveal MR has lost money in its ex
China businesses (55% of sales) since 2008, when it acquired Datascope‘s money losing PMD business. MR appears to manage
earnings through a myriad of accounting shenanigans, including moving cash through its complex maze of offshore subsidiaries
to inflate sales, margins and cover expanding losses, significantly overstating the earnings power latent in the business.
 Phantom Cash – We do not believe Mindray has the cash it claims. Despite what appears to be a rich balance sheet ($1bn as of
9/30/13), MR is a serial capital raiser and borrows from capital markets any time the company needs to pay out cash, much like a
typical Chinese fraud. A company reporting over $1bn dollars in cash should not have to rely on debt or equity financing to fund
its recurring annual dividend or a $101m acquisition. Evidence further suggests that in 2010, MR would have likely defaulted on
its debt if the company had not misled investors regarding its 2010 equity offering.
 Short Term Investment Returns Are Implausible – We question the nature of Mindray‘s speculative, off balance sheet, level 2
ST investments. MR's ex-cash net income has grown at a 5yr CAGR of just 11% vs. a 102% CAGR for short term investments
over the same period. Furthermore, MR generates well-above-average returns on its ST investments and investors cannot audit
these returns due to MR‘s overtly opaque disclosures. More alarmingly, we find little evidence as to how MR accounts for the
income from its ―investments‖, which can be used to inflate earnings. We question the sanctity of the reported cash & short term
investment balances.
 A Series of Questionable Acquisitions – We believe Mindray‘s largest acquisition - Datascope - was significantly overstated.
Evidence suggests Datascope was worth far less than the $208.6m in shareholder cash MR paid. To cover up the fraudulent
acquisition, MR significantly stepped up the accounting value of the assets. The following year MR wrote off the entire value of
the acquisition to ZERO, rendering it worthless. Along with another $408m of China long-lived assets which simply vanished
from the company's financials – note MR has yet to take an impairment charge for this write-off. Furthermore, striking similarities
exist with the recent purchase of Zonare Medical (acquired 7/2013), which was recently accused of ―intentional fraud‖ by HDX,
a significant manufacturer and distributor (filed 11/1/2013)
 Dubious Accounting Reporting – We find large discrepancies and outright deception in MR's filings that we cannot reconcile.
We believe Mindray Medical will restate several years of filings as a result of the issues covered.
 SEC Action – We have submitted our documents to the SEC for further review. We believe Mindray Medical's Board has the
5
fiduciary responsibility to form a special ―independent‖ committee to examine the discrepancies covered in this report.
DEC - 2013
…And The Corporate Governance + Regulatory Overhangs?
 Multiple regulatory overhangs
 SEC has had 6 correspondences with MR since FY12
 FDA product investigations which have led to product recalls in the U.S. (2nd largest geography), as well as a scathing letter from
the FDA in November 2012 that illuminates numerous concerning issues with the U.S. manufacturing facility
 Masimo (MR supplier) is suing MR for patent infringement (multiple patents)
 HDX Corp.(Zonare distributor) is suing Zonare Medical for ―intentional fraud‖ (filed 11/1/2013)
 PRC government has recently begun investigating pricing practices in the medical devices industry (they had previously focused
on pharmaceuticals which led to significant fines)
 SEC is suing 5 of the largest accounting firms in PRC, including PWC, MR‘s auditor
 Abundant corporate governance issues
 Co-CEO and co-founder, Xu Hang abruptly resigned in 4q12. The Company‘s official statement qualifies the move saying it was
done for the ―strengthening in corporate governance‖
 Mindray has had 4 CFOs in 4 years ( Joyce Hsu, Ronald Ede, Jie Liu & Alex Lung)
 David Gibson, former President of NA and a legacy employee of Datascope (acquired in 2008), abruptly resigned at the end of
2012, along with the majority of his senior team
 MR fired auditor Deloitte in October 2008 without cause (same yr as questionable Datascope acquisition) and brought in PWC
 In September, just a month earlier, MR added recently-retired and long-time PWC partner to its Board, including a position
on the auditing committee. This is highly troubling and creates potential for abuse (see page 24 for further detail)
 PCAOB has been unable to review Mindray‘s auditor‘s work, investors should question the sanctity of MR's financial statements
 Shortly before and after raising FY13 guidance in 2q13, insiders sold more shares in 5 months than in 1h13, 2012, 2011, 2010,
and 2008 COMBINED (see slide 8) before substantially cutting FY13 revenue guidance in its 3q13 release (from 18% to 13%)
 3 insiders control greater than 60% of voting shares as class A shares only possess one vote vs. five for B shares
 MR has a poison pill and staggered board with 3-year terms (pages 21 and 22 of 2012 20-F, respectively)
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DEC - 2013
But Wait – There‟s More…
What does a rich FY14E consensus PE multiple of ~20x (vs. comps ~14x) valuation get you?
 MR is an expensive OEM-turned med-tech manufacturer that effectively copies competitor products and makes low quality goods in
commoditized, replacement markets. We believe MR faces execution risk in attempting multiple initiatives simultaneously, has
questionable balance sheet issues, and faces significant LT headwinds. Furthermore, investors receive a call option on fraud
 Mindray‟s core value category is a hypercompetitive one with significant pricing and competitive pressures
 Pricing competition has increased from smaller players (Edan (PMD + Ultrasound), Biolight (PMD), KHB (IVD)) reaching
scale & moving upstream, and MNCs (GE, Siemens, Philips, Fujifilm, Samsung et al) shifting downstream to target Tier I+II
hospitals. Our hospital checks suggest the battle between incumbents for China growth will be fought on price
 Slowing secular growth story in Chinese healthcare
 In January 2012, the Ministry of Science and Technology announced intent to create 10 R&D centers and 10-15 large medical
device companies, creating further competition across hospitals tiers in China. The govt‘s focus is to make affordable
healthcare for its citizens, NOT to enrich local manufacturers
 The Chinese government has pushed for overcapacity in certain strategic industries in the past (solar, for example) to
drive down prices and enable widespread affordability
 Broken growth story in developed markets (55% of sales)
 Mature, replacement markets, controlled by group purchasing orgs. (―GPOs‖) with limited growth and margin opportunities
 Evidence of channel stuffing & long-term negative trends in CCC
 Opaque/chaotic distribution network with numerous levels results in lower gross margins than direct sales
 Newly added ―capital investors‖ in China are creating an extra layer in the distribution network, cutting into margins
 Poor expense management - SG&A continues to outpace sales growth and has done so for the last 5 years
 Mindray has consistently lost market share since 2009 as cited by the company's OWN investor presentations
 A brand slowly losing its identity with end-users as it attempts to stretch across hospital tiers for growth
7
 A top-line story that hasn‟t translated into any FCF generation
DEC - 2013
Dubious Insider Selling
 Shortly before and after raising guidance in 2q13, insiders sold more shares in 5 months than in 1h13, 2012, 2011, 2010, and 2008
COMBINED before substantially cutting 3q13 revenue guidance by 5% (from 18% to 13%)
 Note: this activity comes on the heels of MR closing its questionable Zonare acquisition. We remain skeptical of the Zonare
purchase and MR‘s overall growth and management‘s share sales imply that they agree with our sentiment…
 Note: investors saw similar insider sales in 2009. The following year, Mindray's stock plunged -25%
MINDRAY – INSIDER SHARE SALES (THOUSANDS OF SHARES SOLD)
4,271.3
1,892.5
477.3
2008
2009
290.0
305.2
3.0
2010
2011
2012
May '13 - Oct '13
MR SHARE PRICE FOLLOWING INSIDER SALES IN 2009
Mindray
-25%
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DEC - 2013
What's it Worth – Valuing Mindray Medical
We believe fair value for Mindray Medical is $15 and investors get the call option on fraud
 Assuming Mindray has margins more inline with its med-tech peer group alone suggests a ~60% haircut to current prices
Capital Structure
Current Price ($)
Shares Outstanding (mn)
Equity Market Cap ($mn)
Net Cash ($mn) (end of current FY)
Minority Interest ($mn)
Enterprise Value ($mn)
$ 40.00
121
$ 4,829
$ (711)
$ (1.2)
$ 4,116
We believe real earnings (adjusted for fraud) for FY14 will be $1.10. Assigning a peeraligned 14x multiple gives us a price of $15.40, or 61.5% downside from current levels
9
DEC - 2013
7 Disclosures Investors Deserve To Know
We believe it should be managements goal to be transparent about its core operations with investors
1
We believe management should disclose sales, gross margins, & operating income by segment (PMD, IVD, MIS, Other) and by major
countries & regions over the last 5 years, as many of the company's peers do. Our core belief is that Mindray's margins from its core
operations are far slimmer than is widely appreciated
2
We ask management to detail the asset composition of its short-term investments, and exactly where these liquid investments with
maturities less than 1 year are /were being allocated to generate such impressive returns over the last 5 years (interest income
consistently above 5% on ―bank deposits‖). We ask management to disclose where the company accounted for the ―income‖ produced
3
We ask management to reveal the addresses of ALL of the company's Manufacturing and ―R&D‖ facilities as any public company
would willingly do – compelling evidence suggests at least one does not exist, we question whether all 18 of Mindray's manufacturing
and R&D facilities exist
4
We ask management to disclose the financial statements of its shell company ―Mindray Medical International‖ as well as the
undistributed earnings held by all subsidiaries and affiliates, as was done for the years 2008 and 2009. We believe this will support our
view that Mindray holds significant liabilities off balance sheet and that there has been cash leakage
5
We ask management to disclose recent figures for distributor sales vs. direct sales as was done from the periods ‗09 –‘11 in MR's July
27, 2012 correspondence with the SEC. We believe this disclosure will support our view that nearly all of MR's sales growth has come
from channel stuffing distributors
6
We challenge management to disclose the contributions of each of the 9 acquisitions the company has done since 2011 (p.10). We
believe it is important to provide transparency on how shareholder cash is being spent, how returns have been, and allow investors to
evaluate organic growth. This is a very reasonable request as many U.S. companies provide this information without investor demand
7
We ask management to disclose the organizational structure of the company over the last 5 years in a manner which is legible. Investors
should be concerned that the last legible structure was produced in 2007. Recent org. charts are intentionally blurred & difficult to
construe
10
Why The Opportunity Exists – Hope, Hype & Reality
The big picture – justified optimism?
 Long held perception that MR is a marquee brand name in Chinese medtech and one of the best pure plays on the
secular growth story in Chinese healthcare
 Consensus believes MR will be the logical beneficiary of perceived growing secular trends in China
 With a continued focus on improving its citizens‘ access to healthcare, the Chinese government is investing in
improving its hospitals, especially in MR‘s core category (plans to upgrade 9,600+ county-level hospitals in
China to Class 2+ hospitals in 2012-15)
 Belief that MR has a substantial cost advantage vs. both domestic and international peers that allows the company to
maintain near-impermeable ~60% GMs despite underpricing competitors by 30-40% (company claims 10-30% under
pricing) and utilizing distributors who further cut into margins vs. MNCs who have a higher mix of direct sales teams
 Longs have held on to the China growth story despite blatant signs of an increasingly competitive & fragmented China
med-tech environment, slowing government tenders, MR's decelerating China sales growth and margin compression
 Rose colored glasses – DD top line growth overshadows MR's highly capital intensive / low FCF business model
 Assumption that MR will continue to sustain reverse economies of scale
 Consensus assumes roughly flat-line peak margin profile into foreseeable future
 Inherent complexity of MR's story/business model is high
 Opaque distributor channels
 Assets across geographies + industries
 Lack of open and honest management communication
 Belief that MR can simultaneously penetrate high & lower tier markets with little to no impact on GMs
 Consensus believes Zonare acquisition offers MR a runway to take advantage of secular shifts towards color &
portable ultrasounds, as well as help turn around US sales growth rates
11
 Management defections, 4 CFOS in 4 years, Masimo IP lawsuit, Zonare distributor lawsuit, and FDA issues not a major
concern
DEC - 2013
Mindray Today
Mindray Medial (“MR”) is China‟s largest developer, manufacturer and exporter of medical devices to hospitals,
health clinics & government health bureaus. MR is known as a “value” brand within the medical devices category.
Mindray is the largest medical device exporter in China with ~55% of revenue generated outside of China
 MR's business today can be broken into 4 segments:
 Patient Monitoring & Life Sciences: Patient Monitoring (FY12 - 42% of sales)- mature replacement business -
used to track heart rate, blood pressure, respiration, temperature
 Life Sciences: products include anesthesia devices, defibrillators, surgical beds, surgical lights, ventilators, syringes,
and infusion pumps
 In-Vitro Diagnostics: (27% of sales) – instruments & reagents for the analysis of blood, urine & bodily fluid
samples
 Reagents: offers 150+ reagents for use on diagnostic instruments. Reagents account for the vast majority of MR‘s
high margin recurring consumable revenues, in direct contrast the vast majority of the rest of MR‘s business,
which includes one-time sales of hardware loaded with largely undifferentiated software
 Medical Imaging Systems: (24% of sales) ultrasound & digital radiography systems (replace X-rays). Acquired
Zonare Medical in FY13, a California maker of high-end ultrasounds
 Other (Non-Core): (7% of sales) - endoscopy, orthopedic products and healthcare IT solutions. Also includes
warranty, shipping, and other non-product related revenue
 ~88% of MR‘s sales come from capital equipment and 12% from consumables and services. An OEM without
meaningful high margin recurring service revenues, minimal IP, and high price competition is not deserving of a 20x
multiple, nor
 78% of total sales and >80% of Chinese sales go through opaque distribution channels as of 2011 (data revealed through
7/27/12 SEC correspondence)
 China is the largest market (43% of sales), followed by North America (16%), Latin America (11%), Europe (10%), Other
Asia (5%), and the remainder in other developed and developing nations
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DEC - 2013
II
Unexplained Discrepancies
13
DEC - 2013
Investors Should Review Mindray's Filings With a High Level of Skepticism
We find numerous discrepancies in Mindray's reported filings and public documents which suggest that the company has
intentionally attempted to deceive investors
 Phantom facilities
 We find evidence which suggests Mindray has spent millions of dollars on capex, yet at least two ―facilities‖ were actually a
substantial overpayment for empty fields of grass. See next two slide for greater detail
 $656m in assets simply vanished
 Post Mindray's acquisition of Datascope, $656m in long lived assets simply vanished from Mindray's financial statements. If
Mindray wrote off the assets, the company hid this impairment charge from investors as we find no record of it. As we will
cover in this report we believe this impairment was related to MR's dubious acquisition of Datascope
 Registrant vs. consolidated filings do NOT reconcile
 For 2008 & 2009 ONLY, Mindray released the filings of its shell company ―Mindray Medical International‖ before it was
hidden beginning in 2010. The public documents reveal a cash & investments discrepancy of 111% in FY09. the last known
year. Investors should fear whether MR carries a significant amount of cash or liabilities off BS or if the cash even exists
 MR explicitly lied to the SEC regarding its return policy
 In FY12, the SEC inquired into Mindray's return policy and Mindray responded that the company did not accept returns.
However, company issued product manuals and our call with the Company‘s customer service department suggest otherwise.
This suggests a blatant lie to the SEC
 What SEC correspondence?
 To compound matters, MR hides its SEC correspondences from investors. Under the ―SEC filings‖ section of the investor
relations website, Mindray knowingly eliminates any and all traces of correspondences with the SEC. The only place to find
these correspondences is on SEC.gov
 PCAOB has been unable to review Mindray's auditors‟ work
 In a 6/13/2013 SEC correspondence, it was brought to investor attention that the company's auditor‘s work had not been
14
reviewed by The Public Company Accounting Oversight Board or (―PCAOB‖) and MR had not disclosed this risk factor for
nearly 5 years. The PCAOB is responsible for validating the work of auditors to prevent fraudulent behavior
DEC - 2013
Perception vs. Reality – This is Mindray Medical
Management should reveal the addresses of ALL of the company's 18 Manufacturing & R&D centers, as its peers willingly
do - evidence suggests that at least two do not exist
 In 2006 MR stated, ―Pursuant to an agreement with the Government of the Nanjing Jiangning Development Zone, we intend to
invest up to $150 million over three and one- half years to build a research and development and manufacturing facility in
Nanjing…that is expected to be operational in 2009‖
 Subsequently, in 2010, Mindray booked ~$21m in shareholder cash to upgrade the Nanjing facility. Allegedly adding 158K of
GFA for what appears to be 2 parcels and patches of grass.
 Mindray has spent hundreds of millions of dollars on R&D and Capex. We would like to see where the cash has gone, as the
Nanjing and Zhongguancun examples raise serious concerns
NANJING R&D CENTER AS PORTRAYED BY MINDRAY
Mindray's Nanjing Facility – photo from 5/07/13 Investor pres – pg 9
15
ACTUAL NANJING R&D CENTER PHOTO
Photo taken by J Cap Research on 5/17/13 of Mindray's Nanjing Facility
DEC - 2013
Further Shareholder Millions Wasted on Grass
PHOTO OF MINDRAY‟S ZHONGGUANGGCUN LOCATION
Photo taken on 4/15/13 by J Cap Research
16
DEC - 2013
$656m in Long Lived Assets Simply Vanished
It appears that $656m in assets simply disappeared from MR's financials in 2009 without explanation
 MR's 2008 vs. 2009 filing reveals MR's 2008 long-lived assets were significantly revised/impaired downward (-$656m or ~80%) – a
majority of the assets being in China
 If Mindray wrote off the assets, the company hid this impairment charge from investors as we find no record of it. We
believe management will be forced to take this impairment charge in the future
MINDRAY 2008 20F (PG F-31)
?
?
2008 Long-Lived Assets
PRC
17
2008 - ('08 20F) 2008 - ('09 20F)
503.1
95.14
United States
Other countries
Total LL Assets
% of Total Assets
238.0
44.1
785.2
100%
29.8
4.2
129.1
16%
Total Assets Reported
785.8
785.8
Long Lived Assets
Delta
-408.0
2009
143.5
2010
219.5
2011
259.7
2012
289.0
-208.2
-39.8
30.6
5.4
179.5
19%
29.2
5.1
253.7
22%
28.3
5.2
293.2
20%
28.5
7.4
324.9
17%
-656.0
966.3
1,150.6
1,459.0
1,857.0
DEC - 2013
Alarming Discrepancies in MR's Registrant vs. Consolidated Filings
In MR's 2008 and 2009 20-Fs ONLY, Mindray revealed the financial statements of its registrant “Mindray Medical
International” or its shell company (vs. consolidated) providing real insight into MR's financial position
 Some perplexing items:
 In MR's last registrant filing (2009) the filing indicated a cash & investment discrepancy of nearly 74%/$274m (Consolidated at
$372.5m vs. Registrant at $647.2m), suggesting that MR's financial statements are not fully consolidated. Does this suggest
dubious off balance sheet activity?
 MR's YoY increase in loans and investments to subsidiaries from FY07 to FY08 is in line with MR's reported retained earnings
for the period ($183.1m vs. $183.8m)
 MR somehow continued with uninterrupted growth in cash in 2008 (consolidated & registrant) despite MR having to pay
Datascope $211m. Furthermore, they spent $70m on capex and paid out $20m in dividends
 We worry that MR has deceptively used intercompany transactions to inflate sales & margins, and understate liabilities as we find
irregularities that are nearly impossible to reconcile
 Mindray has intentionally discontinued this disclosure in subsequent filings (post 2009)
Discrepancies in Assets
2007
MR Consolidated Cash
Cash & Cash Equiv.
ST Investments
R. Cash
Total Reported Consolidated Cash
Note: MR's
inter-company
loans/investments
make up 74% of MR's
reported assets. We
question whether
MR accounts for
loans to subsidiaries
as ST investments.
MR Registrant Cash
Cash & Cash Equiv.
Short Term Investments
Loans to subsidiaries/affiliates
Investment in subsidiaries
Total Cash in Subsidiaries
Delta vs Registrant
% of Cash + Investments Unaccounted For In Subs
189.0
55.9
244.9
2008
96.4
36.8
119.7
252.9
2009
204.2
91.6
76.7
372.5
88.4
0.0
96.0
170.4
354.8
15.4
0.0
173.4
276.2
464.9
12.0
0.0
237.9
397.3
647.2
(109.86)
(212.08)
(274.73)
45%
84%
74%
357.8
446.7
465.7
785.8
647.8
966.3
88.9
320.0
318.4
25%
69%
49%
Discrepancies in Assets
Total Registrant Assets
Total Consolidated Assets
18
Delta
2008 Exhibits: 2008 20F – PG. F32, F33
2009 Exhibits: 2009 20F – PG. F35, F36
% of Assets Unaccounted For In Subs
DEC - 2013
If Mindray Can Lie To The SEC…
 In an SEC correspondence dated 7/27/2012, the SEC inquired into Mindray's aging accounts receivable balances and unusually low
allowance for doubtful accounts given the company's increasing A/R balances and sales. Mindray noted that the company did not
accept returns and believed their current estimations were sufficient
 Note: increasing doubtful accounts to more reasonable & conservative levels impacts earnings due to increased bad debt expense
MINDRAY REVENUE RECOGNITION POLICY – 2012 20F
JULY 27, 2012 CORRESPONDENCE TO SEC
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DEC - 2013
Why Not Investors?
 While Mindray claims to not accept returns from customers, the company's owners product manuals suggest otherwise
 We found the ambiguous nature of the language particularly interesting, so we called customer service ourselves claiming to want
to buy an ultrasound device, but were concerned that we wouldn‘t be able to return it if the doctors weren‘t satisfied. The customer
service representative assured us that we could return the product as long as we were able to get management authorization, which
we could reasonably expect to receive. This is in direct contrast to management‟s claim to the SEC that they do NOT
accept returns
MINDRAY'S PRODUCT MANUAL
20
DEC - 2013
Complex Organizational Matrix
 Mindray's organizational structure is a complex matrix with many layers which are difficult to trace. Like a typical Chinese fraud,
we believe this structure can enable a fraudster to perpetrate and conceal misdeeds
 As noted on earlier slides, we find large discrepancies in MR's consolidated assets vs. its registrant data (“Mindray
Medical International”), suggesting assets/liabilities could be held off balance sheet
 Lack of transparency – Mindray intentionally blurs the details of its organizational structure and has done so for
the last 5 years
MINDRAY MEDICAL‟S ORG. STRUCTURE - 2008
21
MINDRAY MEDICAL‟S ORG. STRUCTURE – 2012
DEC - 2013
Increasingly Complex Org. Structure = Less Disclosure?
2008 ORG. STRUCTURE DETAILS
22
2012 ORG. STRUCTURE DETAILS
DEC - 2013
Perception vs. Reality – There Are 2 Sides to Every Story
The SEC has sent MR numerous inquiries since 6/2012 about irregularities in MR's filings. Interestingly, under “SEC
Filings” on MR‟s website, these correspondences are nowhere to be found. One must go SEC.GOV to find them
MINDRAY MEDICAL'S WEBSITE
23 Note: Red bubbles designate correspondence between SEC & MR
SEC.GOV
DEC - 2013
A Troubling Conflict of Interest
 In October of 2008, MR fired its auditor Deloitte and hired PWC. This is alarming for several reasons:
 Auditor change means that PCAOB can no longer review auditor work – Deloitte was PCAOB compliant (meaning the
PCAOB could review the auditor‘s work) while their new auditor PWC was and is not
 MR failed to disclose the PCAOB non-compliance to investors for nearly 5 years, until a recent SEC correspondence
mandated that MR include this information as a risk factor in the FY2013 20-F
 Blow to corporate governance and auditing checks & balances – MR placed Mr. Peter Wan—an ex-PWC partner—on its
Board and audit committee just one month prior to firing Deloitte and hiring PWC, creating a relationship ripe for potential abuse
 Relationships play an especially large role in Chinese business dealings. It is entirely possible that the PWC auditors and Mr.
Wan have prior long-standing relationships and that these can be used to influence the auditors‘ behavior. We are not
suggesting that Mr. Wan has used his hypothetical influence, as we have no definitive proof. However, we believe this is
material information that investors should be aware of.
 The subsequent 2008 20-F contained concerning discrepancies – detailed further throughout the deck
 MR substantially reduced its transparency after the 2008 filing and engaged in numerous questionable practices post
auditor transition
 In September of 2008, MR added Peter Wan, a former PWC partner to its Board
 Mr. Wan had retired from PWC just three months prior in June 2008 after spending 33 years total—including 16 as a partner—at
PWC and its HK predecessor firm
 In October of 2008, just one month after Mr. Wan‘s hiring, MR‘s long-standing auditor Deloitte was fired and PWC was hired in their
place
 Why did MR fire its auditor so late into the fiscal year ? Note that MR‘s fiscal year runs in line with the calendar year,
meaning a December year end. They never provided a good explanation for this change to investors
 MR‟s 2008 20-F (which PWC signed off on) had numerous discrepancies
24
DEC - 2013
PCAOB Has Been Unable To Review Mindray's Filings
MR kept this information from investors for nearly 5 years. The SEC only recently brought it to public attention
 SEC Correspondence dated 6/13/2013
 As a publicly listed company with the SEC, MR's auditor is required by law to undergo regular Public Company Accounting
Oversight Board (PCAOB) inspections to assess its compliance with U.S. law and professional standards in connection with
its audits of financial statements filed with the SEC. However the PCAOB has been unable to audit Mindray's auditor work.
 Mindray's ―Risk‖ section in FY13 will note:
 ―Our independent registered public accounting firm‘s audit documentation related to their audit report included in this
annual report may be located in the Peoples‘ Republic of China. The Public Company Accounting Oversight Board
currently cannot inspect audit documentation located in China and, as such, you may be deprived of the
benefits of such inspection
Auditors of companies that are registered with the United States Securities and Exchange Commission and traded
publicly in the United States, including our independent registered public accounting firm, must be registered with the
U.S. Public Company Accounting Oversight Board (United States) (―the ―PCAOB‖) and are required by the laws of the
United States to undergo regular inspections by the PCAOB to assess their compliance with the laws of the United
States and professional standards. Because we have substantial operations within the Peoples‘ Republic of China and the
PCAOB is currently unable to conduct inspections of the work of our auditors as it relates to those operations without
the approval of the Chinese authorities, our auditor‘s work related to our operations in China is not currently inspected
by the PCAOB.
This lack of PCAOB inspections of audit work performed in China prevents the PCAOB from regularly evaluating audit
work of any auditors that was performed in China including that performed by our auditors. As a result, investors may
be deprived of the full benefits of PCAOB inspections.
The inability of the PCAOB to conduct inspections of audit work performed in China makes it more difficult
to evaluate the effectiveness of our auditor‟s audit procedures as compared to auditors in other jurisdictions
that are subject to PCAOB inspections on all of their work.‖
25
Why Does This Matter?
On 12/3/2012, the SEC began investigating alleged accounting fraud in China. Notably the SEC charged the
Chinese affiliates of five major accounting firms for refusing to produce audit work
 Note: Mindray's auditor Pricewaterhouse Coopers is among the five firms being sued by the SEC
26
DEC - 2013
III Questionable Acquisitions
27
DEC - 2013
Mindray Makes Dubious Acquisitions
MR has a record of committing fairly egregious fraud in the past. We question the rapid 9 acquisitions MR has made since
2011. Like outed frauds Olympus & CMED, we believe MR must continuously make dubious acquisitions to prop up its
deteriorating business
 Datascope Acquisition
 Mindray‘s largest acquisition Datascope was significantly overstated. Evidence suggests Datascope was worth far less than the
$209m in shareholder cash and bank borrowings MR paid
 Aggressive asset mark ups
 To justify its fraudulent acquisition, evidence shows Mindray significantly stepped up the value of the assets it acquired to
justify the $209m acquisition price
 $656m in long-lived assets simply vanished
 The following year Mindray inexplicably wrote down the entire value of its acquired PMD assets to ZERO (this impairment was
not disclosed to investors). Notably on the face of it, $656m in total long-lived assets simply vanished from MR's financials
 We believe management will be forced to restate its historical filings and ultimately take the $656m impairment charge
 Evidence further suggests Datascope's PMD contribution to MR sales were inflated and acquired assets were inflated by +72%
 Zonare – MR paid 1.6x sales for a business which recently lost nearly 25% of its revenues, is growing more slowly than a peer 5x its
size, has had substantial management turnover with 3 CEOs in the last few years, and which is facing a lawsuit by an OEM and
distributor to the tune of $50mn for intentional fraud
 Dragonbio – MR acquired this orthopedics equipment manufacturer for $35m despite them only generating $4.6m in sales and
$0.185m in profit. This is a company that not only doesn‘t have meaningful IP, it‘s in an entirely different product and customer set.
One has to question why MR would possibly need to pay such a substantial amount of money for such a sub-par asset
28
DEC - 2013
The Dubious Acquisition of Datascope
In May 2008, Mindray proclaimed to become a global med-tech company when it acquired the Patient Monitoring assets of
Datascope in the United States for a consideration of $208m
 Despite consensus perception, it was a very limited purchase. MR acquired only some of the PM assets and a restricted right to use the
name through 2009 on certain products as well as to co-brand the same set of products from 2010-2015
 Notable restrictions: the rights were only conveyed to Mindray DS USA, with Mindray International specifically excluded.
Manufacturers had to be approved and certified by Datascope and Mindray DS USA‘s Chinese affiliates were specifically barred
from manufacturing the equipment. The name Datascope was not conveyed, just the right to continue using the Datascope name
on specific products
29
DEC - 2013
We Question The Price Mindray Actually Paid For Datascope
While the street was quick to superficially praise the move, we decided to look deeper into this alliance with a highly questionable
business partner
 Mindray's association with Datascope began in 2003, when Datascope began distributing a Mindray patient monitor, with modifications,
under the Datascope name called the ―Duo‖, the two also collaborated on a later monitor called the ―Trio‖
 Fire sale?
 At the time of Mindray's PMD acq. Datascope appeared to be in a rush to sell its entire business
 The company had come under scrutiny by regulators, its employees & its top shareholder Ramius Capital
 Ramius alleged that (1) there were irregularities in the Chairman's expense reports (2) a senior executive was improperly using
Company funds to finance an affair he was conducting with another Company employee (3) the same executive and the Chairman of
the Company had engaged in irregular transactions with distributors (4) a member of the Chairman's family employed by the
Company did not perform services (5) the Chairman had engaged in unspecified 'sweet heart‗ deals (6) the Chairman paid himself
dividends (7) the Chairman was mentally unfit to manage the Company and (8) outside counsel had assisted the Chairman in
concealing some of the above activities
 MR paid 1.5x ($209m cash + $30m receivables) sales for a money losing (FY08 PMD sales were $138m and with a loss of $5.7m),
45% margin patient monitoring business in a market growing at an abysmal 2-3% rate
 Investors thought it was a bad purchase. MR shares underperformed the MSCI China index by 12% in March after the purchase, while
Datascope‘s shares were up 13.8% as ―investors cheer divestiture‖
 At the time of the acquisition, all of Datascope was on the block
 The profitable and more sophisticated portion of Datascope was purchased by Getinge for $618m, or 2.7x sales and 12.9x EBITDA
 Mindray violated Datascope trademarks and was sued
 MR had limited access to the Datascope brand through 2015 (only U.S. and only on certain products), yet violated this agreement in
order to drive sales and was sued by Datascope, eventually paying $7m (p. 15 2011 20F)
 Case Study: OSI buys Spacelab for $57m
30
 Spacelabs Medical had an offering in PMDs similar to that of Datascope. In 2004, it was acquired by OSI for ~0.4x sales ($57m
acquisition price on $150m in LTM sales) despite being both profitable and slightly larger than the Datascope's assets MR acquired
DEC - 2013
We Believe Datascope's PMD Business Was Worth Far Less Than MR Paid
 In Datascope's 2008 10k (6/30), the Company recorded the assets & liabilities of its discontinued PMD operations. We find
large discrepancies between Datascope's accounting and what Mindray claims to have received.
 Note: Datascope's PMD business recorded a loss of $5.7m and carried just $5m in assets, despite selling for $209m
 Spacelabs held tangible net assets at a book value in excess of $70m and was acquired for just $57m
-14% YoY
31
DEC - 2013
Mindray Significantly Stepped Up the Value of Datascope's Assets
 It is clear that Mindray overpaid for Datascope's PMD business, then significantly stepped up the value of the assets to justify a $209m
acquisition price. It is even harder to justify this premium given that Datascope's PMD sales were decelerating and the business was
unprofitable (FY2008 sales of $134.1m (-14% YoY) and PBT loss of $5.7m)
 Traditionally we see assets receive a slight step up post-acquisition, but not to the egregious level of over-inflation of MR‘s accounting
 Note: MR was the only bidder for DSCP‘s PMD business, which DSCP was looking to unload given its underperformance
 Notable Step-Ups
 Current Assets: Datascope reported having $5.7m in current assets for its PMD business and Mindray stepped up the value 6x to
$33.2m
 PP&E: Datascope reported having $2.2m in PPE (net of 2.8m in accum. depreciation) and MR stepped up the value 15x to $34.9m
 Intangible assets & goodwill ($60.9 + $96.3) accounted for 70% of the transaction
 Intangible assets: Datascope reported having $13.4m in intangible assets and Mindray stepped up the value 5x to $60.9m
MINDRAY / DATASCOPE PURCHASE ACCOUNTING (12/31/2008)
FAIR VALUE ASSESSMENT
Fair Value
PMD Assessment
DScope
Jun-08
Dec-08
Step Up
Dec-08
MR
Current Assets
5,773
6x
33,211
PP&E
2,253
15x
34,900
Intangible Assets
13,413
5x
60,900
Liabilities
-959
11x
-10,166
Goodwill
NA
-
96,327
20,480
-
215,172
Total
% of Transaction - MR Accounting
Tangible Assets
30%
68,111
Intangible Assets/Goodwill
70%
157,227
100%
225,338
Total Assets Acquired
32
Less: Liabilities
-10,166
Net Assets Acquired
215,172
DEC - 2013
Post Acquisition MR's Long-Lived Assets Jump
 Post Mindray's acquisition of Datascope the company's long-lived assets jumped by $234.2m in the U.S., despite Mindray claiming it
acquired $225.3m total assets from Datascope, not all of which were U.S. based
 Mindray reported long-lived assets of $785.2m vs. total Assets of $785.8 (effectively allocating all of its assets to long lived assets)
 Note: Mindray appears to take a $47.1m impairment on its long lived assets, yet we find no record of this impairment on the
company's reported financials
 MR's 2007 20F clearly contradicts its reporting in 2008. In „07, MR claimed it did not have any LL assets outside of
China, yet in „08 the company reports having $95m assets (21%of total) ex-China in 2007
Long-Lived Assets Acquired (2008 20f, pg. F-31)
2007
351.6
3.8
2008
503.1
238.0
Delta
151.6
234.2
Other countries
91.4
44.1
-47.4
Total LL Assets
446.7
785.2
338.4
PRC
United States
33
DEC - 2013
MR Wrote Down $208m, or The Entire Consideration for Datascope To Zero
 MR wrote off $208.2m in LL assets in the US, effectively the entire $208.6m (net of the $397k cash retained) cost of the
Datascope acquisition to ZERO
 As we noted previously, MR's 2008 vs. 2009 filing reveals MR's 2008 long-lived assets were significantly revised & impaired
downward– a majority of the assets being in China and the U.S., with China realizing greater absolute declines vs. U.S. seeing
substantially higher percentage decreases
 We question the dubious purpose behind Mindray's acquisition of Datascope and whether Datascope may have carried a significant
amount of Mindray's channel stuffed inventory
2008 Long-Lived Assets
PRC
United States
Other countries
Total LL Assets
% of Total Assets
Total Assets Reported
Long Lived Assets
2008 - ('08 20F) 2008 - ('09 20F)
503.1
95.14
238.0
29.8
44.1
4.2
785.2
129.1
100%
16%
785.8
Delta
-408.0
-208.2
-39.8
?
-656.0
785.8
34
2009
143.5
30.6
5.4
179.5
19%
966.3
2010
219.5
29.2
5.1
253.7
22%
1,150.6
2011
259.7
28.3
5.2
293.2
20%
1,459.0
2012
289.0
28.5
7.4
324.9
17%
1,857.0
DEC - 2013
MR's Auditor Confirms Our Belief That Datascope Was Overstated
In MR's 2008 20F, PWC noted that they excluded Datascope's PMD business from the company's assessment of internal
control of financial reporting and noted Datascope's assets and revenues as a % of MR's 2008 financials – both of which
were significantly lower than MR reported to the street
 Mindray's long lived assets increased from 2007 to 2008 by $338m. Yet Mindray's purchase accounting suggested the company
acquired $225m in assets from Datascope
 In the same filing MR's auditor PWC, noted in its ―Report of Independent Registered Public Accounting Firm‖ that
Datascope's assets only accounted for 16.7% of assets
 This implies Datascope's assets were $131.2m of the $339m increase, suggesting nearly 61% of the asset increase was related to
Mindray‘s historical business. We believe MR took this as an opportunity to purge $656m of stale assets in China
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING (MR 2008 20F P. 84)
Asset Discrepancies
2008
35
Purchase Accounting ('08 20f p.F-17)
Current Assets
PP&E
Intangible Assets
Goodwill
Total Assets Acquired
Implied % Of 2008 Total Assets
33.2
34.9
60.9
96.3
225.3
29%
Total Assets
785.8
PWC Assesment ('08 20f p.84)
Actual % Of Total Assets
Actual Datascope Assets
$ value difference
2008
16.7%
131.2
+94.1
% inflated vs $225m Assets Acquired
72%
PRC
United States
Other countries
Other Undefined Assets
Total Assets
% growth
% of Assets
PRC
United States
Other countries
Datascopes Contribution
% of Assets
Assets
Contribution to '08 increase
Asset Contribution
2007
351.6
3.8
91.4
0.0
446.7
36%
79%
1%
20%
2008
503.1
238.0
44.1
0.6
785.8
76%
Delta
151.6
234.2
-47.4
339.1
64%
30%
6%
Delta
-15%
29%
-15%
Auditors
16.7%
131.2
131.2
Ex Dscope
83%
654.5
207.8
Contribution to increase
39%
61%
Note: in MRs 2009 20F MR seemingly revised its 2008 long lived assets to 129.1m
DEC - 2013
Questionable Zonare Acquisition
We question management‟s logic in acquiring Zonare as we find numerous core issues which imply significant headwinds
 MR paid 1.6x sales for a total consideration of $101m for an unprofitable business whose growth has substantially slowed and
whose competitors are becoming increasingly larger
 Despite a reported ~$800m in ―cash‖ on its balance sheet, MR largely funded the acquisition with debt, as they borrowed
$120m in 3q13 (the quarter the acquisition closed), which is more than they borrowed in all of 1h13
 Jon Brubaker, Senior Analyst at MDBuyline, has been ―tracking ZONARE for years and the activity levels have not shown
much growth.‖
 Compounding issues at Zonare Medical
 3 CEOs in 5 years: Zonare‘s management team appears to be a revolving door. Donald Southard (former CEO of
Datascope's PMD business), Jay Miller and Timothy Marcotte have held CEO positions over the last 5 years
 Fraud accusations: Zonare allegedly engaged in intentional fraud, according to an 11/1/2013 lawsuit by distributor HDX
 Patent infringement lawsuit: In 2008, Zonare agreed to pay $3.25m to settle (not including legal fees) a patent infringement
suit initially brought by competitor Sonosite in 2007
 Failed IPO: Zonare had a failed IPO bid in 2008, as they desperately needed cash. We question whether the Sonosite
settlement had anything to do with it
 Share loser: Zonare is growing more slowly than portable ultrasound market leader Sonosite, which is ~5x Zonare‘s size
 Burning through cash: Zonare had already raised ―$171m in funding since it was founded in 1999‖ from various backers
 Evidence suggests that the sales lost from Zonare‟s Japan disruption will be extremely difficult to regain
 In a press release dated 3/2/12, Zonare recorded $70m in sales and guided for 15-20% growth in 2012, implying that sales
would be $80.5 to $84.0m. The Company also claimed that they would achieve an operating profit for the year
 Actual performance was just $64m and the company lost money
 CIO May Li noted: "In 2012 there was a disruption in the Japan market as a result of contract discontinuation, was one of
the key distributors there. So it is a one-time event. We don‘t expect such disruption to continue going into 2013, 2014.‖
36
 This is highly deceptive at minimum. In the next few slides, we detail our findings
The Anatomy of a Lie
 First, MR noted that the contract disruption was only ―one of [Zonare‘s] key distributors [in Japan].‖ This appears to
be a lie
 Zonare‘s website clearly lists all of its distributors in each country by region, but does not include any in Japan
 Meanwhile, they include the tiny 115-island nation of Seychelles, located some ~1,000 miles east of mainland
Africa, which boasts a population 87,785 (according to the World Bank)
 They also include HDX Corp, which was Zonare‘s South Korean and Vietnamese distributor. As of
11/1/2013, they are suing Zonare for breach of contract, intentional fraud and fraudulent concealment
 Either MR lost multiple Japanese distributors in 2012 or MR‟s CIO managed to lie multiple times to
investors in the span of one sentence
 It appears that Fujifilm and Zonare had an exclusive distribution agreement in Japan (detailed further
on slide 39) and MR felt the need to lie about this to investors
Where is the Japanese Distributor?
37
DEC - 2013
DEC - 2013
The Anatomy of a Lie (cont‟d) – Full Page Screenshot
Where is the Japanese Distributor?
38
What Happened With Fujifilm?
 Mindray‟s lies – Zonare lost its exclusive distribution partnership with FUJIFILM in 2012. This was not a small one-
time disruption to ―one of ‖ the key Japanese distributors as management would lead investors to believe, as:
 Japan accounted for nearly 25% of revenue. These sales are not small nor are they easily replaceable
 As detailed in slide 37, Zonare has not added new Japanese distributors, so this disruption has clearly continued
through all of 2013, contrary to MR management‘s claims
 FUJIFILM was not ―one of ‖ several key distributors. They were the key distributor – the only one
 The product was marketed under a different brand and proprietary distribution network. How does MR propose to
regain all the lost sales?
 On November 28, 2006, Fujifilm and Zonare entered into an OEM agreement
 Zonare had an exclusive distribution agreement with Fuji – According to p.63 of Zonare‘s S-1 filing, ―under
the agreement…[Zonare] agreed to sell [its] z.one ultrasound system in Japan only through Fuji‖
 According to the S-1, the agreement was set to expire at the end of 2010, ―with automatic renewals for
subsequent one year periods upon agreement of minimum purchase commitments for each subsequent period‖
 Zonare‟s systems were sold under a different brand name in Japan – ―Under the agreement, FUJIFIM will
market ZONARE‘s z.one ultrasound system…under the FUJIFILM brand FAZONE M throughout Japan‖
 On August 15, 2011, FUJIFILM launched the FAZONE M in the U.S.
 On December 15, 2011, FUJIFILM announced an offer to acquire portable ultrasound market leader Sonosite for
$995mn or ~3.3x 2011 sales of $306m
 In 2012, Zonare lost its Japanese ―distributor.‖ Given the above information, it would be easy to make that case
that this ―distributor‖ was in fact its OEM partner FUJIFILM, and the agreement fell apart in 2012 when the
Sonosite deal closed
 Furthermore, we question the strength of Zonare‘s business given that FUJIFILM, who had a very deep insight
into the product and its marketability, chose to allow MR to walk away with a deal at 1.6x sales when FUJIFILM
paid 3.3x sales for Sonosite
39
 Finally, note that in 2008, Zonare agreed to pay $3.25mn to settle a patent infringement suit brought by Sonosite
DEC - 2013
DEC - 2013
Intentional Fraud – A Recurring Theme
 On 11/1/2013, Zonare distributor HDX Corp. filed a lawsuit against the company for breach of contract, intentional fraud and
fraudulent concealment
 According to p.11 of the lawsuit, HDX believes that compensatory damages for fraud will exceed $50m
 HDX and Zonare‘s relationship began on January 29, 2005, with the two entering into an International Distribution Agreement
 On July 22, 2009, Zonare proposed that HDX also become its local manufacturer
 To summarize, Zonare and HDX entered into an exclusive manufacturing and distribution agreement whereby HDX was to (1)
invest $3m in Zonare stock (they did so in December 2009) and (2) construct a factory to produce Zonare‘s product (HDX
spent millions on this as well)
 Zonare lied in order to [allegedly] offset a major liquidity crunch at Zonare
 Note that they only had ~$8m in cash in March of 2008 (according to their S-1). They then (1) had to scrap IPO plans
(2) settled a lawsuit with Sonosite for $3.25m in mid-2008 and (3) continued to be unprofitable, burning millions in cash
HDX COMPLAINT – PG. 8
40
DEC - 2013
With Just 3% Share, Zonare Isn‟t As Meaningful As the Street Believes
41
IV
Phantom Cash
42
DEC - 2013
Phantom Cash – Is the Cash Real?
We question why a company reporting over $1bn in cash has consistently relied on debt or equity financing as its primary
funding source. We have not seen this behavior in any legitimate business or Mindray's Chinese peers
 Acquisitions
 Both Datascope and Zonare, $208m and $101m, respectively, were primarily funded with debt
 Debt funded dividends?
 On 4/26/11 (p.69 2011 20-F), MR took out a two-year term of $35m at L+210bps to fund its FY11 dividend
 On 3/26/12, (p.F-23 2012 20-F), MR took out another two-year term loan of $50m at L+355bps (notice the increase in cost of
funding) to fund its FY12 dividend
 Working capital
 On 7/18/2011 (p.69 2011 20-F), MR entered into a revolving credit facility to fund the working capital requirements of its
Mahwah, NJ facility at $50m at L+180bps. The facility was fully drawn just 4 days later on July 22, 2011
 Mindray generates 55% of its sales outside of China – does the company not keep cash overseas? Does Mindray borrow
to pay taxes as well?
2010 Equity Offering is a glimpse into MR's significant cash flow issues
 In 2010, we find evidence which suggests that Mindray came dangerously close to defaulting on its $141m loan with the Bank of
China and its $25m working capital loan with HBSBC, despite alleging the company had $305m in cash
 We believe Mindray nearly avoided default by purposely misleading US investors as to the REAL cash position of the
company and deceived investors regarding the company's 2010 equity offering
 In 2008, Mindray borrowed $141m of Datascope's purchase price from the Bank of China and opened a $25m revolver to
finance its WC. Both borrowings were collateralized with MR's alleged balance sheet cash and, strangely, the key man life
insurance of one of the Co-CEOs
 Despite reporting $305m in cash the previous qtr, we question whether Mindray actually had the cash it claimed The
company missed its loan payments to the BOCHK, so the loan was subsequently modified. MR also could not pay
its minor $25m WC facility which was also modified
43
 The company was able to pay both loans once it raised equity from US investors in 2010 (note: MR deceptively claimed the
equity raise was for ―business development and for general corporate purposes‖ per S-1)
DEC - 2013
MR Claimed To Borrow a ST Loan To Finance the Acquisition…
Despite what appeared to be a rich balance sheet, Mindray borrowed a “short term loan” through its shell company (MR
Investments & MR Holdings) to finance the acquisition
 On April 23rd 2008 (p. 78 2009 20-F), MR Investments entered into an agreement with the Bank of China to borrow $141.4m,
payable in three installments of $47m due in June, August & November 2009
 Note: The BOC required MR‘s co-CEOs to guarantee the loans, as well as provide additional insurance through one of the co-
CEOs‘ key man life insurance policies. This amounted to $29.3m (RMB200m) per 2009 20-F, p. F-21
 MR over collateralizes the $141.4m loan with $146.5m in cash in an BOCHK ―investment account‖ to be held as collateral, yet we
cannot reconcile why MR inconsistently reported $141.4m on the BS as collateral
MINDRAY'S LOAN AGREEMENT
Mindray Medical Balance Sheet
Q4
Q1
12/31/2007 3/31/2008
Assets
Cash & Equivalents
Total Cash & ST Investments
% QoQ Growth
44
189.0
55.9
212.0
93.8
244.9
305.8
25%
-
DEC - 2013
MR Also Borrowed $25m To Finance its Working Capital Facility…
 Financing working capital requirements?
 MR ironically also entered into a $25m revolving facility to finance its working capital, then PAID back the $10m used facility
– again this is a company with +300m in reported cash
 Again, MR pledged $11.7m or ~45% of the working capital facility with cash
 Note: Total collateral for the BOCHK acq. loan and WC facility is $158.3m ( $11.7m+ $146.5m)
 In 2009, MR also raised an unexplained $54m. Note: MR did not cite what the funds were for or where the cash went
45
DEC - 2013
Loan Payment Missed!
 In April 2009, MR was only able to pay $31.4m (p. F-21 2009 20-F) of the $47.1m due (oddly MR paid 2 mos. before the 1st
payment was due in June) and the loan was subsequently modified
 At 12/31/09, MR's loan was modified with $110m still outstanding (p. 64 2009 20-F), implying MR missed its Aug &
November payment (the new terms were incredibly generous: $44m became due in June 2010 & $66m due in June 2011)
 MR paid a reasonable combined $928k for an ―arrangement fee‖ and ―finance charges‖
 Further alarming is that in June 2009, MR attempted to renew its 2008 $25m revolver with HSBC, but the bank cut the revolver
capacity from $25m to $13m (p. 64 2009 20-F) . The expiration was extended to March 2010
 As we noted in the slide before, we question how MR was able to raise an additional $54m (which was also collateralized with $54m
in alleged cash) on April 2009, when it appeared MR could not pay back its existing loan balances
 Given the influx of cash, why was MR unable to make the full installment payment and avoid the heavy fees?
 We also question how MR was able to collateralize the $54m ST loan when its appears MR couldn‘t even make its $47.1m
payment
 The 6-K was filed on May 11, 2009, so clearly MR knew at this point that they wouldn‟t be able to (or chose not to?) pay off
the coming debt payment fully, yet still falsely told investors that the “loans can be fully repaid”
MINDRAY 2009 20F
46
DEC - 2013
MR Falsely Claimed it Had Sufficient Cash to Make Loan Payments
 We find it hard to believe that Mindray could miss a $47.1m payment to the Bank of China and cost shareholders additional
fees which amounted to $928k
 Mindray missed payments on both its $25m working capital facility and $141.4m Bank of China loan
 In MR's 2008 20F the company claimed that they had enough cash to fund its operations through 6/2010 and make
payments to its acquisition loan through the company's restricted cash funds, its deposited collateral, and cash
 Note: As depicted below, MR made it appear to investors that they were well-capitalized in both 2008 and 2009 and
fully able to pay off their debt – we question whether the company had the cash it claimed or whether the cash had
alternative purposes
 On March 31, 2009, MR reported $103.1m in cash & equivalents and $158m in restricted cash. In that 1q09 6-K, MR
defined restricted cash as follows:
 ―Restricted as the security package required for the bank loans as of March 31, 2009... As of March 31, 2009, the
short-term bank loans can be fully repaid from such short-term restricted cash‖
 Mindray gave the impression to investors that the business was well capitalized despite its inability to make a
$47.1m loan payment or having its $25m HSBC working capital loan cut
47
DEC - 2013
Investors Were Misled Regarding Mindray's 2010 Equity Raise
 We believe MR misled investors as to the intention of its equity offering. We believe the company did not have the cash it
claimed and would have likely defaulted on its China loan had it not raised equity from US investors
 On 3/4/10 MR priced a secondary offering of 4 million American depositary shares at $38.20, raising 152.8m in new cash – MR
claimed the cash was for “for business development and general corporate purposes”
 The street took it as a sign that the company was preparing for another large acquisition. In reality, it appears that the
Company raised equity to pay back loans it owed to the Bank of China and HSBC, despite claiming a well-funded
balance sheet
 Coincidentally, MR repaid its full $110m balance and HSBC WC loan in March 2010, the same month as the offering. They only
had to repay $44m in June of 2010 and the remaining $66m was coming due a full 15 months later in June of 2011. MR also repaid
their $54m TL facility in 4/2010, bringing its bank balance to zero
 Note: MR published its 4Q09 and FY2009 results on 3/1/2010, just 3 days before its offering
48
- Mindray 2009 20F
V
Earnings Are Overstated
49
DEC - 2013
We Question Mindray‟s Reported European Sales
 In a video dated 12/6/2012, David Yin, the head of MR Europe says, ―We keep investing in Europe, and we will see in the future
if our business over here can be over 100 million or even 500 million US Dollars. That‟s our target we‟d like to achieve in
the next 5 or 10 years.”
 Video support: http://www.oostnv.com/testimonial-extra/mindray
 In its FY2012 20-F, MR reported $101m in European sales, up ~11% from the $91m reported in 2011 (p. 60 FY2012 20-F)
 We question why MR‘s head of Europe would use $100m as a ―5 or 10 year‖ target when the Company was on the verge of
reporting $100m of sales in just a few months – note in 2011 MRs European business reported $91m
 Mindray appears to run its entire European operations through its location in the Netherlands (Europe headquarters),
which services 30 countries out of what is a 3,080 square meter office and a leased 1,380 square meter warehouse
 Does MR really have the European sales they claim?
50
DEC - 2013
Aggressive Transfer Pricing
Mindray claims its ex-China business (55% of sales) has not been profitable since the company acquired Datascope's
money losing PMD Business
 Either these disclosures are accurate and MR‘s acquisitions have been a horrid drain of shareholder capital, or MR is
aggressively attempting to avoid taxes outside of China
 A higher tax rate would significantly impair MR‟s earnings and share price and could result in significant
fines, penalties, and back taxes
 This could also indicate transfer pricing, which both the PRC & the US have strict laws against
 Note: All US based distributors say payments for sales are made to Mindray in Mahwah, NJ, not to Shenzhen, China.
Either MR is highly inefficient in the U.S. or one of two other options: (1) they‘re using the U.S. as a tax center to shield
themselves from U.S. taxes or (2) they‘re using transfer pricing to deflate U.S. earnings, again to evade taxes
 MR's eliminated its PBT disclosures post-2008. It wasn‘t until a 5/30/2013 SEC correspondence that MR was forced to reveal
updated figure
MINDRAY 2008 20F (PG F- 26)
SEC CORRESP. (7/2013) REVEALS EX-CHINA HAS RECORDED A LOSS SINCE
51
DEC - 2013
SEC Disclosure Implies China Has 60% PBT Margins
We question whether Mindray is using such disclosures to evade US taxes
 China has represented ALL of the group‘s PBT over the last 3 years
 China‘s PBT margin was 60% vs. the group‘s total gross margin of 57%
 The loss (PBT) in the ex-China business was magnified in FY12 by 178% to -$66m from -$24m in FY11
 This ridiculously implies that ex-Chinas gross margins are significantly lower than group GMs despite being a higher % of sales
 This trend is in stark contrast to how management has been guiding investors
China vs Ex China (SEC Correspondence)
China
Ex - China
Total Sales
2010
2011
2012
293,435
410,874
704,309
374,312
506,431
880,743
472,991
587,063
1,060,054
Profit Before Tax
China PBT
% growth
% margin
200,424
-68%
213,272
6%
57%
285,595
34%
60%
Ex - China PBT
% growth
% margin
(27,327)
--7%
(23,700)
-13%
-5%
(65,944)
178%
-11%
Total PBT
173,097
189,572
219,651
% margin
25%
22%
21%
Note: PBT financials were disclosed as a result of SEC
52
correnspondence on 5/30/13
MR INCOME STATEMENT - AS
DEC - 2013
Questionable Dividend Payments
We question whether Mindray's dividend payments are truly one time
 In 3q13, MR revealed that the company was taking a ―one time‖ withholding charge for an intra-group fund transfer to remit
cash overseas which amounted to $20.8m – note MR operates 55% of its business overseas
 Management did not disclose how much cash was being remitted and what the cash was being used for
 Note: when asked by Bin Li (MS analyst) regarding the significant withholding tax, CFO Alex Lung noted:
 ―…Well the nature of this is actually emulation to our overall cash planning to relocate part of our cash from
China to outside China. And the mechanism from that we are doing it just by way of having our Shenzhen
subsidiary to pay a dividend to the Hong Kong holding company. And based on the regulations, we are obliged to
pay a withholding tax as a result of this dividend payment to the Hong Kong company as it is our internal policy
that we don‟t generally pay dividend out of subsidiaries. And for China, we haven‘t really paid dividend out in 4-5
years already. So to us, it‘s the fund transfer is really one time. We do not anticipate a recurring dividend payment coming
out from our China entity. As such, we have treat this expenses in relation to this fund transferred as a one-time
expenses and as such excluded from our non-GAAP presentations‖
 Alex Lung, CFO, Q3-13 Earnings call
53
DEC - 2013
Dubious Dividend Payments
 In MR's 3q13, Alex Lung noted the last time the company paid its hold co. a dividend was ―4-5 years‖ ago
 Luckily, in 2008 and 2009 only, MR released its shell company's filings to US investors – which suggests MR's dividend had ill purposes
 In 08, MR recorded ―equity earnings from subsidiaries‖ in the amount of $119.7m. Note in 2008 MR moved $119.7m, (from Nil
in 2007) in restricted cash to its BVI subsidiary on its BS to be held as collateral for its BOCHK loan – as we noted earlier -despite
claiming to have the cash MR missed its BOCHK installment payments entirely
 MR's 2008 reported op. income of $117.5m was lower than the dividend MR claimed to receive from its subsidiary - $119.7m
 Even more questionable is on pg F26 of MR's 20F, MR claimed to have moved $117.5m (contradicting the 119.7m in
restricted cash reported on its balance sheet) – in line with the company's reported operating income of $117.5m
 We question why a ―wholly owned‖ subsidiary would pay a dividend to its parent and why the income was not consolidated
 We find no evidence that MR took a withholding on its dividend paid to its holding company, as the company claimed in Q3-13
 We cannot find the taxes that was paid by the holding company
54
DEC - 2013
We Find Numerous Contradictory Restricted Cash Amounts
We find numerous restricted cash amounts in MR's 2008 filing suggesting Mindray was trying to obfuscate clarity
 In 2008, MR moved $117.5m to restricted cash, claiming it would be held as collateral for its Datascope loan (we find evidence
that the $117.5m was used for more dubious purposes)
 Curiously, restricted cash was recorded as $119.7m on the balance sheet. We have been unable to reconcile the discrepancy
 We find numerous contradictory restricted cash & collateral amounts suggesting MR was attempting to obfuscate clarity
MINDRAY 2008 20F
So, Which is it?
55
DEC - 2013
Sales To Distributors Account For a Disproportionate Amount of Growth
On 7/27/12, as part of its correspondence with the SEC, Mindray disclosed the company's sales by channel and
geography. Note the disclosure is not reported in Mindray's SEC filings
 China
 Distributors accounted for ALL of Mindray's domestic growth from 2009 – 2011 period (the only disclosed periods)
 Distributor sales have outpaced direct sales in China by a margin of 2,100bps, with CAGRs at 18% & (3% )
 Ex -China
 Sales to distributors have outpaced direct sales channels ex-China by a margin of 1,400bps, where Mindray claims to have
an established direct sales force
 To compound matters, in MR's correspondence with the SEC on 6/28/12, investors learned that Mindray began using
―equipment leasing agents‖ to normalize its rising A/R balances
 Note: Mindray recognizes revenue from equipment leasing companies as ―International Direct Sales‖ despite these
businesses operating like distributors
DISTRIBUTOR VS. DIRECT SALES
Channel By Geography
2009
2010
China distributor sales
221.7
244.3
China direct sales
70.9
49.2
Intl. Distributor sales
Intl. direct sales
Total by Channel
Distributors
Direct Sales
56
% of Sales
China distributor sales
China direct sales
Intl. China sales
Intl. direct sales
Total Revenue
% Em
2011
307.1
CAGR
17.7%
67.2
-2.6%
241.1
303.5
381
25.7%
100.5
107.3
125.4
11.7%
462.8
171.4
547.8
156.5
688.1
192.6
21.9%
6.0%
76%
24%
71%
29%
83%
17%
74%
26%
82%
18%
75%
25%
634.2
704.3
880.7
17.8%
DEC - 2013
Inflated Gross Margins
We believe Mindray's gross margins are more in line with peer levels of 45%-50% vs. the impermeable 60% the company
claims
 Contradictory to management‟s public claims, in MR's OWN investor presentation show that it has lost significant
market share in the majority of its key products in China to multinational and domestic competitors since 2009
 Mindray‘s core value category is a miserable, fragmented and hyper-competitive one in China, where companies have to
give away margins to hospital administrators and compete with well financiered multi national companies and domestic
players reaching scale + moving upstream
 If MR hopes to stem share losses, they will have to sacrifice GMs
 MR's value proposition is to continually under price MNCs by 20-40%. How is it, then, that MR boasts the highest margins
among all peers?
 Within China, Mindray has purchase with small, poorly financed county hospitals and must increasingly pay its way in via a
layer cake of tiny distributors who don‘t have the cash to take inventory risk
 Labor and manufacturing costs have risen across the board in China
 Developed markets are operated through GPOs, who take significant margin from manufacturers
 We spoke with numerous multi-national and local distributors who noted they were “unable to piece together how
Mindray gets the kind of gross margins they do…it is unheard of in their segments”
57
Mindrays Market Share by Product in China
Mindray key products
2009
2011
Patient Monitoring & Anesthesia Devices (PMD)
31.0%
27.9%
Hematology Analyzers (IVD)
34.0%
20.4%
Biochemistry Analyzers (IVD)
18.0%
16.2%
Ultrasound Systems (MIS)
14.0%
10.9%
2012 DELTA
27.2% (3.8%)
20.6% (13.4%)
19.3%
1.3%
10.1% (3.9%)
Reported gross margin by product
Patient Monitoring Devices (PMD)
In-vitro Diagnostics (IVD)
Medical Imaging Systems (MIS)
Group Gross Margins
2012 DELTA
56.5%
0.7%
58.3%
2.0%
65.3%
2.0%
56.7%
0.9%
2009
55.8%
56.3%
63.3%
55.8%
2011
54.9%
55.8%
65.2%
55.2%
DEC - 2013
Mindray's China Business Has Reported Losing Market Share Since 2009
Mindray has consistently misled regarding its growth and market share position in China. The Company's OWN
investor presentation contradict MR's communication to the street
 Patient Monitoring & Anesthesia Machines: This is MRMR reported share of 31% share in FY09 in China, its largest
segment. As of FY12 MR owns 27.2% of the market, a 3,800bp decline
 IVD – Hematology + Biochemistry Analyzers: MR noted that IVD is a key growth area. A look at share gains across key
products gives a different impression
 Hematology analyzers: MR reported share of 34% in FY09. As of FY12 MR owns 20.6%, a 13,400bp decline
 Biochemistry Analyzers: Share has been extremely inconsistent. In FY09, MR's share was a healthy 18%, then in FY11
share declined to 16.2% a 2,200bp decline. As of FY12 , the company reported share of 19.3%, but this was primarily
due to fraud finding against market leader Olympus
 Ultrasounds (B/W + Color): Another key growth area for MR. MR reported share of 14% in FY09 and as of FY12 MR
owns 10.1% of the market, a 3,900bp decline
 Note: 2010 presentations did not report market share figures. Coincidentally Mindray's China business grew 0% YoY
2009A
58
2011A
2012A
VI
Implausible Short Term Investment Balances & Returns
59
DEC - 2013
Short Term Investments Are Growing…And Are Growing FAST
Mindray Medical‟s short term investments have grown at a faster rate than any other line item on the balance sheet
 MR's product mix is heavily levered to capital equipment, ~90% of sales (relies on new equipment orders) + lacks a steady stream
of high margin disposables, hindering cash flow generation
 Note: MR FCF Yield is ~1.9%. An extremely weak comp relative to the med-devices peer set which easily books 7-10%
 In q3-2013, MR's ST investments continued their meteoric rise. Mindray reported having $200m in cash and equivalents
and $825.8m in ST investments (total cash $1.025bn)
Mindray Medical - Balance Sheet
Dec-08
Dec-09
Dec-10
ASSETS
Cash And Equivalents
Total Cash & ST Investments
Accounts Receivable
Other Receivables
Total Receivables
60
Dec-11
Dec-12 CAGR 08-12
96.4
204.2
137.5
124.3
247.9
27%
36.8
-
296.0
479.2
615.0
102%
133.2
204.2
433.5
603.5
862.9
60%
89.7
21.0
110.8
113.3
17.5
130.9
143.3
28.5
171.8
200.4
27.4
227.9
185.7
23.1
208.8
20%
2%
17%
57.5
4.5
1.8
119.7
64.5
7.5
2.3
102.3
79.2
7.6
2.5
94.7
9.8
3.5
110.1
11.1
6.4
21.5
18%
25%
37%
-35%
Inventory
Prepaid Exp.
Deferred Tax Assets, Curr.
Restricted Cash
Other Current Assets
Total Current Assets
427.4
511.7
694.6
939.3
1,220.8
30%
Gross Property, Plant & Equipment
Accumulated Depreciation
Net Property, Plant & Equipment
159.5
(33.1)
126.4
206.2
(52.5)
153.7
280.8
(73.2)
207.6
333.3
(95.4)
237.9
390.2
(122.2)
268.0
25%
39%
21%
114.2
69.7
115.1
89.8
115.7
112.3
128.8
139.3
163.0
189.3
2.2
13.8
1,857.2
9%
28%
-27%
24%
Goodwill
Other Intangibles
Accounts Receivable Long-Term
Other Long-Term Assets
Total Assets
-
48.0
785.8
-
-
96.0
966.3
-
20.3
1,150.5
13.6
1,458.9
-
DEC - 2013
Cash flows Bear Little Relationship to Earnings
Similar to many frauds Mindray Medical‟s cash flows bears little relationship to its earnings
 Net Income (from Operations) – Cash Flow (from Operations)
Net Income (from Operations)
 Investors should expect this ratio to be about zero over time
(a)
Net Income
Cash from Ops.
Cashflow Ratio
(a) Net of interest income
61
Cashflow Ratio
2009
2010
139.2
145.1
2011
148.3
2012
154.6
172.3
192.4
325.7
-30%
-111%
-24%
147.7
-2%
DEC - 2013
We Have No Basis As To What ST Investments MR Invests In
 Mindray claims that the Bank of China guarantees its short-term investment products. This is confusing, since banks are forbidden
to guarantee WMPs or trust products. We cannot rule out that this could be a way of hiding missing cash flows (2012 20F, pg. F10)
 Note: Mindray classifies ALL of its liquid short term investments as level 2 assets – where values have mgmt discretion
MINDRAY – 2012 20-F (PG F-16)
MINDRAY – 2012 20-F (PG 71)
62
DEC - 2013
A Look at Other Companies That Stockpile ST Investments
We believe when a company generates a significant amount of income from ST investments investors have a right to know
the risks the company is taking with shareholder cash
APPLE – 2012 10K (PG 54)
63
VII
Deteriorating Business Fundamentals
64
Competition Has Arrived In Mindray's Already Commoditized Business
65
DEC - 2013
DEC - 2013
Perception # 1: Reaching Ever Further in The Quest For Growth
MR is executing on a number of major initiatives at once to keep the growth story intact. It is our belief that this
reach for growth will become perpetually more difficult
 MR is simultaneously stepping up its pace of acquisitions, integrating existing acquisitions, rolling out 7-9 products
yearly, simultaneously moving upstream & downstream, and growing internationally (attacking any market where it
can sell a product, including politically sensitive geographies and areas with lower IP protection laws such as
Venezuela, Africa, the Middle East & Russia)
 Locals Edan (PMD + Ultrasound), Biolight (PMD), and KHB (IVD) are also increasing penetration. Better capitalized
via IPOs, these competitors have pushed aggressively into tier 1+ 2 markets
AMBITION SPILLING OVER INTO HUBRIS?
Domestically, Mindray‘s push into the Tier I and III levels can be ―close to seamless‖ due to its
deep recognition among slightly larger institutions as a favorably priced local provider and
established distributor relationships, many of which may simply be expanded in moving across tiers
- Consensus Perception
"The medical products of GE sold in small cities and rural China used to bring less than 20 percent
of the total sales of GE in China. We hope that this proportion can increase to 50 percent in 3 to 5
years―
- Duan Xiaoying, President, GE Healthcare China
Siemens Healthcare expects to improve rural China healthcare sales from 33% of total revenues now,
to 50% of total revenues in the next 5 years
- Mei Wei Cheng, President, Siemens China
66
Perception # 2: Competition Has Arrived…
67
DEC - 2013
DEC - 2013
Perception # 2: Competition Has Arrived…
Growth in the value category has led to significant competition from MNCs who have built infrastructure locally, have
rural sales forces and focus more on value products and on cost
MNCS HAVE BUILT BRANDS AT THE LOCAL LEVEL
`
COUNTY LEVEL HOSPITALS NEXT STEP IN MNCS LT GROWTH STRATEGY …
68
DEC - 2013
Perception # 2: Competition Has Arrived… (Cont‟d)
Growth in the value category has led to significant competition from MNCs who have built infrastructure locally, have
rural sales forces and focus more on value products and on cost
 GE & Philips have built China businesses that now have annual revenues of more than $1 billion, and they are still
expanding rapidly
 Siemens has established 16 R&D centers, 73 operating companies, and 65 regional offices in China, including the 2nd
biggest R&D center in Shenzhen (MR‘s HQ)
 MR‘s labor costs are likely to go up significantly, as they currently pay their sales staff only ~30% of MNC salaries
 With additional detail in the next slide, we are even seeing the government creating competition and hurting pricing
 For example, in an effort to contain costs, the Chinese government is piloting a program in Shanghai which states
that if hospitals go above budget, they are penalized through delayed budget allocations and limitations on future
expansion
 If hospitals begin paying closer attention to costs, all medical device manufacturers will feel pricing pressures
 ―In 2011, Guangdong and Henan held provincial tenders that led to price-cuts of 20 to 30 percent‖
 The Chinese government has already set a maximum markup provision on several types of medical devices, and
may add others to the list in the future
69
DEC - 2013
The Chinese Government Will be a Competitor to Mindray, NOT An Ally
70
Just 5 Years Have Made a Massive Difference for MNCs
And they continue to invest and expand aggressively…
71
DEC - 2013
DEC - 2013
Historical Lessons From Hyper-Growth Chinese Industries Fails to Inspire
10 years ago, the chemical, infrastructure, high-tech, auto and electronics industries all experienced a three-phased
pattern in emerging markets growth similar to what med-tech MNCs are currently witnessing…
 McKinsey published a report on the Chinese mobile
market, whose share evolution serves as a roadmap for
med-tech
 High end market is dominated by MNCs with locals
emerging. ~90% share
 Mid-tier becomes major battlefield. Locals own ~80%
share via decent features & lower pricing
 Locals dominated low end with low cost structures &
basic features
 Chinese mobile market share evolution reveals striking
similarities to med-tech
 Inflection point: Mid-tier segment, once 85% MNC
dominated in early 00s, sees MNC share drop to as low as
45% by ‗03
 Domestic players built share through improved
features at attractive price points thereby generating
demand in low and mid-tier markets
 Concerted efforts in phase 3 allowed MNCs to reach LT ~70% share
Source: Mckinsey Report, 6/2012, “Medical device growth in Emerging Markets”
72
MARKET IS
CURRENTLY HERE
What Could Come Next?
Our high conviction belief is that new markets will be characterized by…
 Increased pricing competition amongst incumbents at the local and multinational level
 Continued share loss
 Distributor Disruptions
 Decreased operating leverage
73
DEC - 2013
Pricing Pressures Are Ramping
We believe Mindray takes a significant haircut on pricing on key products
 Pricing in China‘s medical device market is largely opaque. Companies historically provide little transparency
to buyers to protect gross margins
 In addition to the share grab by larger locals and MNCs, there are more then 6,000 medical products
manufacturers in China and the government is also helping intensify pricing pressures through its
tendering process as they explore ―a range of policy measures to control markups in the channel‖
 Through a simple search via Alibaba and our conversations with distributors we were able to gather unique
insight into MSRPs
 MR has traditionally boasted a value proposition which under prices MNCs by 10-30% BUT prices ~20-
30% higher than local Mom and Pop operators – creating value in an underserved market
 However, our checks with distributors noted pricing can reach ~30-50% lower than listed MSRPS on
Alibaba
 Mindray stretching across hospital tiers (penetrating Class 2+3) which are already hyper-competitive (Note:
companies routinely give away margins to hospital administrators for growth), will only add to pricing pressure
 Note: Management cites the expansion as an opportunity to increase their portfolio mix while moving
upstream. We think this represents a fundamental shift away from MR's traditional ―value‖ strategy
 It‘s clear near term pricing + margins will suffer – China is likely in a "race to the bottom" to capture share
across all tiers and segments. It will be tough to be constructive until there is confidence that share has
stabilized
Chinese Government Cracking Down on Medical Device Pricing. Medical devices appear next on Chinas
chopping block
 On 8/21/13, Reuters reported Chinese regulators began collecting information on the pricing and business practices
of foreign and local makers of medical equipment for the government via survey. Sources noted the amount of detail
in the survey
 Note: regulators recently probed and fined several large pharmaceutical companies (GlaxoSmithKline fined $3bn,
74
Johnson & Johnson) for corruption and price fixing
DEC - 2013
DEC - 2013
Mindray's Subsidies and Tender Sales from PRC Have Slowed…
Since the reform took place in 2009, MR has actually experienced a reversal in benefits & subsidies from PRC
 Government subsidies and tender sales to MR have decelerated while healthcare spending as a % of total spend has accelerated.
Our belief is that MR has continually lost share to domestic and international players
 Penetration into large Tier 3 hospitals in China is very limited
 In China, sales of med-tech equipment with prices in excess of 50,000 RMB generally must be sold via tenders. Tier 3 hospitals,
report to the provincial governments and purchase via tender
 For Mindray, China-based tender sales has continued to decelerate, accounting for 7.5%, 5.3% and 4.7% of domestic sales, in 2010,
2011 and 2012, respectively
 Notably, this suggests the majority of MR's equipment costs less than 50,000 RMB. Note: small & private hospitals are more
likely to purchase directly, but are far more price-sensitive than provincial-level hospitals
 Our channel checks consistently indicate that MR has little market share with Tier 3 hospitals and has significant presence with
small, county-level hospitals whom make less purchases and are more far more price sensitive
 It also appears in 2012, MR started paying back a good majority of the subsidies it received in previous years
Governement Subsidies to MR
% growth
Tender Sales
% of China Sales
Total China Sales
% Growth
China - Distributor Sales
% Of Sales
GOVERNMENT BENEFITS
2009
2010
11,690
5,093
-56%
51
22
17.4%
7.5%
$292.6
222
76%
Note: China reform plan initiated in 2009
Note: Assumption in FY12 distributor % of sales
75
$293.4
0.3%
244
83%
2011
1,960
-62%
20
5.3%
2012
1,725
-12%
22
4.7%
CAGR
-47.2%
$374.3
28%
307
82%
$473.0
26%
388
82%
17.4%
-24.1%
20.5%
DEC - 2013
Yet Mindray Clearly Concedes That China Has Continued To Spend
 Mindray notes in its investor presentation that government spending on healthcare has increased at a CAGR of +27% since
‘06, yet Mindray has experienced the opposite trend in the last 3 years, with a -24% CAGR from government tender sales
and a -47% CAGR with government subsidies
 “Due to lack of government spending on tender sales, our revenues from government tender sales in China
have decreased or remained flat in the period from 2010-2012. We expect this trend of uncertainty and low
government tender sales to continue in the near future.” – MR 2012 20F
MINDRAY INVESTOR PRESENTATION – 11/6/13
76
Source: http://media.corporate-ir.net/media_files/IROL/20/203167/Mindray_Corporate%20PPT_3Q13d.pdf
DEC - 2013
Perception #3: MR‟s Efficiency is an Outlier – Margins Should Converge
MR boasts its efficient cost structure as means for its high margins. Analyzing the company‟s cost structure fails to
inspire that this will be a long term trend…
 With 70% of costs coming from raw materials, it‟s unclear how MR can continue to be THAT much more efficient
than larger MNCs entering the space with scale
 MR currently enjoys reverse economies of scale, long term we see increased pressure on GMs
 It‟s tough to see an area where MR could improve long term efficiency vs. competitors, given Mindray …
 Boasts that it reaches value customers by under pricing MNCs by ~10% to 30%
 Has inefficient sales and inventory processes (note lengthening CCC)
 Competitors have built in China at the local level, therefore experience similar manufacturing/labor costs and
head/tailwinds
 Has a large distributor base that takes more margin
 Furthermore, larger players with scale should have more bargaining power over suppliers (raw materials)
COST STRUCTURE
Shipping
10%
Services
10%
Labor Costs
10%
Raw Materials
70%
77
DEC - 2013
Investors Have Largely Ignored MR's Deteriorating Business Fundamentals
While Mindray has grown sales at +18% over the last 5 years expenses have grown at a faster rate of 25% over the
same period
2008A VS. 2012A MARG IN STRUCTU RE
OBSERVATIONS
 SG&A largely continues to outpace sales growth and has done so
for the last 5 years. SG&A as a % of sales has expanded over
700bps from 2008 to 2012
 One would have expected SG&A leverage with sales mix
increasingly shifting to distributors, however we have seen the
opposite
SG&A, 22%
SG&A, 29%
R&D , 10%
Operating
Profit, 18%
Mindray 2008A
Mindray 2012A
OPERATING EXPENSES
 Margins are likely to converge as more efficient operators like
GE + Phillips penetrate lower-tier markets & willing to cut prices
for mid-tier products for more hospital attraction
31%
2008
78
COGS, 43%
R&D , 9%
Operating
Profit, 23%
 Note our checks suggest MR's segment is a hyper-competitive
one in China, where companies have to give away margins to
hospital administrators and compete with new and well-financed
upstarts every year. This is not a business we would choose to be
in
 Note: MNCs more flexible to price adjust w/o hurting GMs
COGS, 46%
33%
35%
2009
2010
36%
2011
39%
2012
DEC - 2013
Diminishing Returns on S&M?
 We are already seeing negative S&M leverage:
 Since 2007, S&M has largely continued to outpace sales growth rising +410bps
 This is particularly disturbing as one would have expected SG&A leverage with sales mix increasingly shifting to distributors,
however we have seen the opposite.
 Note: 80% of MR's sales are from distributors
 FY13 – 14 Headwinds
 Unit volume pressure from MNCs
 Pricing pressure by offering more concessions for hospitals
 Increasing bargaining power of distributors and end-users
 Increased Ad spend
 Flat ―phantom‖ R&D spend
 Rising wages in China
 Equals – gross and operating margin contraction
S&M EXPENSE EVOLUTION
$1,800
1,600
1,400
1,200
1,000
800
600
400
200
0
13%
18%
17%
18%
19%
20%
20%
15%
10%
5%
0%
2007
79
14%
16%
17%
2008
2009
2010
2011
Revenue
2012
2013E
2014E
S&M as % of Sales
2015E
DEC - 2013
Reverse Economies of Scale?
 Its surprising to see MR post Op. Margins +30-100% higher than larger comps with the benefit of scale
(~+50% more sales)
 There are very few companies that can undercut larger players on pricing, have raw materials make up 70% of
COGs (scale provides efficiency), while using a sprawling distributor network yet still generate peak margins
 With 60% gross and 21% operating margins, I believe it‘s clear that MR is over-earning. Its perplexing that a
business that‘s smaller than their competitors can both underprice 30-40% and maintain higher or equivalent gross
margins, as well as produce substantially higher operating margins
 The only competitor with similar margins to MR Abbott, whose scale is 4x MR's
 We believe this peak margin profile is unlikely to continue as larger MNCs provide more opportunities for
suppliers
 Add GE + Philips (more flexible to price adjust w/o hurting GMs) penetrating lower-tier markets & willing to cut
prices for more hospital attraction) its tough to envision this trend continuing
MR'S OPERATION A L EFFICIE NC Y EDG E UNLIKEL Y TO CONTINUE
$8,000
25%
18%
6,000
19%
20%
14%
12%
10%
4,000
13%
15%
10%
2,000
5%
0
0%
Mindray
Medical
80
Abbott
(Diagnostcs)
Nihon
Konden
Revenue
Sysmex
Draeger
Medical
Op. Margin
Danaher - Life
Sciences
DEC - 2013
New Headwinds –Rising Distributor Costs
MR boasts its large distribution network as a competitive advantage. Yet, over the last 4 years the number of
distributors as a % of total sales reps has decreased while commissions payables has “increased” at a 49% CAGR
 Yet distributors continue to contribute more than 80% & 75% of sales in China and Ex- China, respectively
 Therefore it is prudent to assume the majority of commissions is going to distributors. Checks suggest its common
for MR to give away margins to distributors and hospital purchasing managers to compete
 Rising distributor costs has become an incremental headwind for MR. It appears distributors are demanding more
commission from MR to sell its products
 Note: MR stopped reporting commissions payable in 2012
MR COMMISSION PAYABLES
2009
2010
2011
China
Distributors
Direct Sales
2400
1500
1800
1700
1300
1900
CAGR
-18%
17%
Ex China
Distributors
Direct Sales
1500
150
1900
800
1500
900
1500
900
0%
82%
Consolidated
Distributors
Direct Sales
3900
1350
4300
2300
3300
2600
2800
2800
-10%
28%
% Of sales
China
Distributors % of China Sales
Direct % of China Sales
76%
24%
83%
17%
82%
18%
82%
18%
Ex China
Distributors % of Ex-China Sales
Direct % of Ex-China Sales
71%
29%
74%
26%
75%
25%
75%
25%
725
144%
585
-19%
Commissions Payables
% growth
81
2400
1200
DISTRIBUTOR COMMISSIONS
2012
297
980 Stopped
68% Reporting
49%
HOSPITAL TIERS EQUIPMENT CONSUMABLES REAGENTS
Class 1
10 - 50%
5 - 60%
10 - 15%
Class 2
15 - 40%
5 - 30%
15 - 45%
Class 3
30 - 50%
5 - 60%
> 30%
Perception #4 – Channel Stuffing
We lay out several examples in which we confirm that Mindray has been able to aggressively grow sales by
pushing more inventory into the channel than its distributors can digest
 A look at how Mindray Medical recognizes revenue
 How ex-China sales have grown in proportion to China sales
 Distributor sales vs. Direct sales
 Lengthening cash conversion cycle
 New users in the channel
 Mindray generously expends credit with favorable terms
82
DEC - 2013
DEC - 2013
Revenue Recognition Policy is Very Liberal…
Mindray has a very flexible interpretation of revenue recognition
 MR recognizes revenue when there is an arrangement, equipment is shipped at a agreed upon price, and collectability is
reasonably assured
 We find numerous irregularities in MR's revenue recognition policy
 Collectability is reasonably assured
 MR recognizes revenue when ―delivery has occurred‖ and claims the company does not accept returns
 ―We do not provide our customers with general right of return, price protection or cash rebates‖ - 20F
 Yet, in its 20F, MR cites that some customers have 7 days for inspection and upon acceptance payment is made? Yet
MR fails to address how revenue is recognized
 ―The terms of these contracts generally provide that following product delivery, the tender organizer has 7 product
inspection days, after which the products will be deemed accepted, and a one to three year warranty period will
commence. Upon acceptance, the tender organizer will prepare an application for payment and an acceptance
report to the relevant government body, such as a provincial finance bureau or procurement center, for approval
and payment. ‖
 Increasing lending to recognize sales
 In response to the SECs inquiry regarding its bloating A/R trends, MR noted;
 ―As existing international distributors have increased their purchases of Company products, the proportional
amount of such sales on credit has increased more than the proportional amount sold on a pre-paid basis‖
 MR on growing Intl. business ―international figures reflect a growing base of international distributors
satisfying Mindray‟s credit assessments for credit terms‖ – SEC Correspondence 9/14/12
83
DEC - 2013
Med-tech Peers Revenue Recognition Policies Present Notable Differences
 Notably, peers recognize revenue when title and risk of loss have transferred to the buyer. Furthermore peers
elaborate on how they recognize revenue by customer, provisions for doubtful accounts, rebates and its impact on
revenue recognition thereafter
MINDRAY MEDICAL, 2012 – 20F
THERMOFISHER, 2012 – 20F
COVIDIEN, 2012 – 10K
84
DEC - 2013
Large Disparities in Efficiency…
COMMENTS


A look at Mindray's sales force raises several red flags

The number of Chinese distributors has declined from over 2400
to 1300 through 09-12, (67% of total to 41%)

Conversely, the Direct sales team has moved from 1200 to 1900
(33% of total to 59%) over the same period
33%
38%
49%
59%
67%
62%
51%
41%
2009
2010
2011
2012
What is disturbing is over that same period…

Distributors in the region increased their contribution to sales
from 76% to ~82% of sales, while direct sales reps declined by
600bps over the same period
 Implying productivity improvements for distributors of ~44%
vs. 3% for direct sales over the period
 Note: Direct sales reps are acquired at a higher cost (declining
returns on direct sales reps)
Either Distributors in China are THAT efficient or the channel is
being stuffed

MR CUT ITS DISTRIBUTOR…
CAGR ('09 - '12)
Distributors
(18.5%)
Direct Sale
16.6%
Distributors
Direct Sales
YET DISTRIBUTORS STILL CONTRIBUTE MORE TO SALES…
CAGR ('09 - '12)
Distributors
20.5%
Direct Sale
6.7%
24%
17%
18%
18%
76%
83%
82%
82%
2009
2010
2011
2012
Ex-China paints a daunting picture as well…

Distributors Ex-China has remained flat at ~1500 reps from 09-12

Direct Ex China sales team has increased from 150 to 900 over the
same period

Distributors in the region increased their contribution to sales
from ~71% to ~75% of sales, while direct sales reps declined by
400bps over the same period
 Implying productivity improvements for distributors of ~22%
vs. -38% for direct sales over the period
While it is expected that productivity would suffer in the short term
as MR added direct sales reps. We would expect their contribution to
sales to improve
85
Domestic (China) distributor sales
Domestic (China) direct sales
ALL WHILE LOSING SHARE IN KEY PRODUCTS
18.0%
34.0%
19.3%
20.6%
14.0%
31.0%
2009
Patient Monitoring
Hermatology Analyzers
10.1%
27.2%
2012
Ultrasounds
Biochemistry Analyzers
DEC - 2013
Lengthening Cash Conversion Cycle
 Balance Sheet Issues?
 CCC has lengthened for MR over the last few years and has shown few signs of turning. DSOs have gone from 26
days in ‗06 to 71 days in ‗12 and DIO has gone from 66 days to 81days over the same period
 At 101 days, the CCC is 20 days worse than the 7yr average of 80.9 days. What is alarming is the large contributor
to that degradation is DSO followed by DIO, which worsened 16.3 and 8.6 days when compared to the 7yr average
 A closer look at payables suggests Mindray largely assumes both payment and inventory risks for most of its sales,
with DSO increasingly drawn out
 Mindray likely could be borrowing from its suppliers and distribution network by delaying payments
 Note: A high number of our conversations with distributors noted MR underpays sales commissions and
consistently pays late; that could be a portion of the accounts payable. (MR stopped reporting commission
payables in 2012)
Cash Conversion Cycle
2006A
DIO
DSO
DPO
Total CCC
86
2007A
2008A
2009A
2010A
2011A
2012A
2013E
66
26
(43)
55
26
(39)
60
40
(34)
79
58
(42)
86
67
(48)
80
71
(43)
81
67
(47)
88
68
(48)
49
42
66
95
105
108
101
108
New Users in the Channel – Equipment Leasing Companies?
 In the US Mindray claims that they primarily sell directly. Our checks and Mindray's disclosure suggest otherwise
 In response to the SEC inquiry on 6/18/12 on how MR plans on normalizing it‘s A/R, the company noted:
 ―The Company is also working to reduce its receivable turnover days going forward. In 2012, in connection
with its international direct sales, the Company has begun utilizing third party equipment leasing
agents in countries such as the United States and France in order to shift its collections risks and
working capital burden to such parties, as such third party equipment leasing agents will make payments in
accordance with the Company‘s payment terms and extend a line of credit to the Company‘s customers.‖
 MR has been selling to customers that were willing to buy the inventory at a large discount and then just lease it to
end-users
 Note: Mindray recognizes revenue from equipment leasing companies as “International Direct Sales”
despite these businesses operate like distributors and there is no assurance that sales reach the enduser (digesting more sales)
 This further more explains the increasing A/Rs and CCC
 In the same form the company notes “As existing international distributors have increased their purchases
of Company products, the proportional amount of such sales on credit has increased more than the
proportional amount sold on a pre-paid basis”
 Who are these ―equipment leasing companies‖ or International Direct Sales reps? We track down several through
Google alone
87
DEC - 2013
VIII
Field Research
88
Mapping Out the Mindray Opportunity
 As part of flushing out our argument, we conducted 4 areas of proprietary field work
 We studied the life line of Mindray's business – MR's deep bench of distributors and direct sales reps – and sought to
partition out the inner workings of this relationship and quantify its impact
 Unit economics of distributor relationship
 Impact from new entrants on MR's already chaotic distribution network
 We then sought, with the aid of consultants, to attack the major elements of the bear argument
 Competitive pressures have arrived
 MR's peak margins are unsustainable
 Overcapacity in the channel
 MR engages in dubious accounting reporting
 MR engages in long term dilutive acquisitions
 We then flushed out the likely elements that will drive the Mindray opportunity. We did this by marshaling out:
 A historical analysis of the growth cycle of other high growth industries in China
 Conversations with distributors and direct sales reps on the state of competition/channel inventory
 End-User surveys – on MR's brand competitive sustainability in China and likely profitable penetration into high
/low end markets
 Proprietary calls with contractors & regulators on the state of Chinas hospital rollout
 Ultrasound specialists + Lab technicians on Zonares technology and likely penetration
89
DEC - 2013
Attacking the End User Stress Points
With the view of better understanding the state of the Chinese medical devices market from the
lenses of the end-user, we consulted several hospital purchasing managers across Chinas
provinces
 My primary focus was on:
 What primary factors influence purchasing decisions
 FY14+ demand drivers + what trends if any we could pick up on that will provide insight into the
likely evolution of the industry
 Current perception of Mindray products by the end-users
 Perception of Mindray distributors as characterized by end-users personal experiences
90
DEC - 2013
DEC - 2013
End User Conversations – Connecting The Dots
 Perception of Mindray
 Most of the hospital procurement managers in China we spoke to had positive things to say about Mindray with
regards to product quality. Few referred to MR as a ―Chinese bellwether‖
 Key takeaway: End-user showed strong interest in PMD + Ultrasound devices. Felt IVD products were below par
 Major cities seem less vulnerable to Mindray's marketing. One manager noted that ―hospitals in major cities worship
international products‖
 Perception of Mindray distributors
 The feedback on MR's distributors was very poor. One manager called the group “chaotic and sprawling group of
Joe Shmos” whom couldn‘t prepare RFPS (billing docs) correctly or get pricing right “how well can you do a
machine” – Our source noted
 Key Takeaway: All but 1 purchasing manager noted that they prefer to deal with direct sales rep because of their
knowledge + expertise
 When asked directly whether MR was losing share each hospital manager said yes and cited MR's poor distribution
network. One notably said Mindray is less sophisticated and are not closely related to their distributors (in Shanghai
this is lethal) – Believes big distributors are not dedicated to Mindray + smaller ones had less expertise
 Impact: It its generally accepted by the street that MR has a large and sophisticated distribution network, which
appears to be simply false
 One procurement manager cited companies like Phillips and Siemens (hand and hand) distributors are dispatched
with the technology specialists (go on road shows/use seminars to showcase products). Whom have better response
times and ―prepare perfect billing docs and paperwork‖
91
DEC - 2013
End User Conversations – Hospital Preference
 What primary factors influence purchasing decisions
 The majority of hospital managers we spoke to noted technology/function as their top priority in making purchasing
decisions, followed by favorable pricing and brand preference/ bundling services
 Key takeaway: End-users, emphasized favoring manufacturers that had longer warranty terms, service response
times and quick service turnarounds
 Impact: MR lacks a service component (~90% cap. equip. vs. 10% services), furthermore, MR only provides a 1year
warranty on products.
 1 year warranty was also a headwind for MR when dealing with distributors. Distributors noted they didn‘t
want to warehouse equipment themselves because MR doesn‘t track delivery but only tracks the
equipment‘s exit from the warehouse. At which, the 1-yr warranty begins. If distributors were to take
delivery before they complete a sale, the clock would tick down on the company warranty
 FY14+ Demand Drivers
 The majority of hospital procurement managers we spoke to expected a moderate increase in government subsidies
and replacement of existing products to drive demand. One notably mentioned: ―Absolute value of healthcare spend is
increasing despite denominator decreasing (GDP)‖
 Key takeaway: Hospital purchasing power is becoming more decentralized
 Smaller hospitals have not had a chance to purchase intl. products / getting more power to choose products now
 Note: prior to ‘09 reform county level/lower tier hospitals given subsidies were highly encouraged to buy domestic
products. We view this as no longer the case and a headwind to Mindray
92
DEC - 2013
Alibaba Results – Bargaining Power Belongs To the Customer
 When we looked at Alibaba we were surprised to find a disproportionate amount of MR product vs. competitors (1750
MR SKUs from 59 distributors, vs. 85 for GE and 3 for Phillips)
 We contacted 21 distributors and within 1 – 5 hours 17 (81%) had responded
 We were able to negotiate 20% - 40% discounts from the asking price without suggesting we were ordering in bulk (we
were buying 3 units)
 It's difficult to make definitive statements, but it's worrisome that MR distributors freely use this channel for sales and are
willing to offer such aggressive discounts to a buyer they hardly know
PRICING STRESS POINTS
SELLER RESPONSE TIME
# of sellers
20
18
16
14
12
10
8
6
4
2
0
No Response
14%
17
Firm Pricing
10%
Very Negotiable
62%
3
1
1hr - 5hrs
93
5hr - 10hrs
24hrs
0
24+ hrs
Negotiable Test low end of
range 14%
DEC - 2013
Key Distributor Conversations
What we uncovered was startling and further confirmed our thesis that Mindray's long-term business model is
unsustainable and very concerning
 As part of understanding the relationship between Mindray's distributor and the company, we conducted two areas of
proprietary VAR work
 Conversations with MR distributors + ex-employees + competitor distributors
 Utilized distributor surveys
 Mindray's distribution sales force has ALOT of levels
 From our discussions we were able to unravel the many levels that make up Mindray's distribution sales force in China
– which has more levels than we initially thought…
 The levels are as follows:
 Mindray Corporate -> Branch offices/Capital Investors -> Capital investors -> Distributors -> ―End user‖
 Capital investors assume payable/inventory risk
 It was confirmed to us by several distributors that Mindray utilizes capital investors to sell inventory in China
 These capital investors are INVESTORS, and seek a return on their capital invested. It was communicated to us that
Mindray's distributors are small and do not have cash flow to take product and therefore these capital investors can
assume larger amounts of inventory/payable risk
 Many of the distributors described the relationship as mutually beneficial as Capital investors allows branch offices to
finish quota – seemingly appears that Mindray is growing
 It was noted to us that senior management is aware of this issue
 What is most disturbing to us is how MR's product is digested
94
DEC - 2013
“Very Messy Situation - Mindray is Losing Control Over Distributors”
 Branch managers fight back through direct sales
 Distributors told us that many branch managers were unhappy with the added layers (which hurt margins)
 Distributors becoming their own direct sales reps
 Distributors noted to us that many branch offices are doing direct sales from inventory by capital investors
(own private business) many are using ~30% inventory as their own private business (higher margin)
 One noted that MR is aware of this situation - but can not control it
 Management setup an internal discipline committee after the situation but its is still quite messy
 This could possibly explain the number of products we discovered on Alibaba
 Distributor woes
 We were told that the general population of distributors were unhappy at Mindray and with management
 Aggressive quotas is a real issue: distributors noted Mindray has been giving distributors more products than they
can sell
 Channel packing is a real situation – quotas are impossible to meet
 The best distributors in Shanghai have started pushing back on capital investors - many of the best ones are leaving
95
Appendix
96
DEC - 2013
Management Musical Chairs
It is surprising the high esteem in which the sell-side holds Mindray‟s management. Management‟s singular ability to act
one way and behave another has served to deter any meaningful inquiry into its internal dysfunction
COMMENTS

3CFOs in 4 years

Since 2009, Mindray has had 3 CFOs (Joyce Hsu, Ronald Ede, Jie
Liu) – This is particularly unusual given the business is relatively
mature and has been around for 20 years
 As a point of reference, a survey conducted by Crist Kolder
Associates (a noted C-Level placement agent) noted that the
average tenure of CFOs at Fortune 1000 companies is about
5.4 years. HC CFOs have the longest tenure at 6.5ys

Lack of internal segregation


North American team walkout


Even more unusual is on 3/2011; Ronald Ede suddenly resigned as
CFO (Ronald joined Biosensors after), retaining his position as
non-executive director at Mindray. After his departure, the COO,
Liu Jie, assumed the role of CFO – checks and balances?
Following a decline in NA sales in 3Q12, which appeared to have
come as a complete surprise to both mgmt. and the Street + a
number of inadequate responses to certain FDA queries, the
North American President David Gibson left MR along with his
entire team – this raises some obvious some obvious question
marks + management has give little reasoning
Founder, Xu Hang departs

In November 2012, Mr. Xu Hang, one of the founders, resigned as
MR's co-chief executive officer, a position he had held since 1991 little color was given on whether the resignation was amicable
97
MANAGEMENT TURNOVER
DEC - 2013
Insiders Have Sold More Shares in the 2H13 Than in 1H13, 2012, 2011, 2010
& 2008 COMBINED
Mindray's insiders have sold more shares in the 2H13 than for most of the company's history
 Note: Red Text represents management. Blue shade represents 2H13 activity
98
Decreasing Organizational Transparency - 2006
99
Source: http://www.sec.gov/Archives/edgar/data/1373060/000114554907001135/h01303h0095003.gif
DEC - 2013
100
DEC - 2013
101
DEC - 2013
102
DEC - 2013
Decreasing Organizational Transparency – 2010
103
DEC - 2013
104
Source: http://www.sec.gov/Archives/edgar/data/1373060/000119312512194979/g293110g60t36.jpg
DEC - 2013
105
Source: http://www.sec.gov/Archives/edgar/data/1373060/000119312513145980/g463253g70m74.jpg
DEC - 2013

This is Mindray Medical

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