Mindray Medical: Legal opinion from Shanghai Fangda (Shenzhen) Law Firm on the actual controller’s increase in Mindray Medical shares
FANGDA PARTNERS
No. 1, Zhongxin 4th Road, Futian District, Shenzhen, China Email E-mail:[email protected] 9th Floor, Tower T1, Kerry Plaza Tel.: 86-755-8159-3999 Postcode: 518048 Fax: 86-755-8159-3900 9/F, TowerOne, KerryPlaza
1ZhongXinSiRoad
FutianDistrict
Shenzhen518048,China
Shanghai Fangda (Shenzhen) Law Firm
Regarding the actual controller’s increase in holdings
Shenzhen Mindray Biomedical Electronics Co., Ltd.
legal opinion
To: Shenzhen Mindray Biomedical Electronics Co., Ltd.
Shanghai Fangda (Shenzhen) Law Firm (hereinafter referred to as the "firm") is a law firm qualified to practice law in the People's Republic of China. The firm is entrusted by Shenzhen Mindray Biomedical Electronics Co., Ltd. (hereinafter referred to as "Mindray Medical" or the "Company") to advise Mr. Li Xiting, the actual controller of Mindray Medical (hereinafter referred to as the "shareholder") from November 27, 2025 to December 2025. During the 12-day period (hereinafter referred to as the "holding increase period"), the holding of Mindray Medical shares through centralized bidding transactions through the Shenzhen Stock Exchange trading system (hereinafter referred to as the "holding increase") is in line with the circumstances of being exempted from issuing an offer and other related matters. This legal opinion is issued.
This legal opinion is based on the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the "Measures for the Administration of Acquisitions of Listed Companies" (hereinafter referred to as the "Measures for the Administration of Acquisitions"), "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 10 - Management of Share Changes" "Regulations" and other relevant laws, regulations, rules and normative documents that have been publicly promulgated and effective in China before the date of this legal opinion (hereinafter collectively referred to as "Chinese laws and regulations", which are only for the purpose of this legal opinion and do not include the laws and regulations of the Hong Kong Special Administrative Region of China, the Macau Special Administrative Region of China and Taiwan Region of China).
This legal opinion only expresses opinions on relevant matters such as whether this increase in holdings qualifies for exemption from making an offer. It does not express any opinion on the laws of any country or region other than Chinese laws and regulations, nor does it comment on professional matters such as accounting audits, asset evaluations, credit ratings, financial internal controls, investments and business decisions, because the firm does not have the appropriate qualifications to make such comments. When this legal opinion refers to such content, it is strictly based on the reports issued by the relevant intermediaries or the company's documents. Such quotations do not indicate that the firm makes any express or implicit endorsement or guarantee of the authenticity and accuracy of the relevant data, conclusions, and considerations.
In order to issue this legal opinion, our firm conducted an investigation into the legal facts involved in this shareholding increase in accordance with the recognized business standards, ethics and diligence of the Chinese lawyer industry, including but not limited to reviewing and inspecting the documents that the firm deemed necessary (including relevant records provided by the shareholding increaser). records, materials and certificates, written explanations issued by the shareholding increase, company announcement documents and current relevant laws, administrative regulations, rules and other normative documents), search the information of the shareholding increaser through public channels, and inquire or discuss the shareholding increaser on this shareholding increase and related issues. In addition, regarding issues that the Exchange believes are crucial to this increase in holdings but lack data support, the Exchange has inquired with the increasers or other relevant institutions, and requested relevant parties in this increase to explain or confirm relevant facts and issues. During the legal due diligence process, the Exchange received the following guarantees from the company and the shareholding increaser: (1) The company and the shareholding increaser have provided the original written materials, duplicate materials, photocopied materials, confirmation letters or certificates required by the Exchange for issuing this legal opinion; (2) The company and the shareholding increaser have provided the Exchange with The documents and materials provided and related statements are true, accurate, complete and valid. The documents provided and the signatures and seals on the documents are authentic. The subjects signing the documents have the right and capacity to sign the documents. Any signed documents are validly authorized by the relevant parties. , and signed by its legal representative or legally authorized representative; and if the document is a copy or photocopy, it shall be consistent and consistent with the original; (3) The company and the shareholder increaser have disclosed to the Exchange all facts and documents that are sufficient to affect this legal opinion, and there is nothing concealed, omitted, false or misleading; These facts and documents have not changed in any way as of the date they are provided to the Exchange and the date this legal opinion is issued; (4) All government approvals, consents, certificates, licenses, registrations, filings or other official documents are obtained from the competent authorities through due procedures and legal channels.
The firm and its handling lawyers have strictly performed their statutory duties in accordance with the provisions of the Securities Law, the Administrative Measures for Law Firms Engaging in Securities Legal Business, the Rules for the Practice of Securities Legal Business of Law Firms (Trial), and the facts that have occurred or existed before the date of issuance of this legal opinion. Following the principles of diligence and good faith, we have conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate, and complete, and that the concluding opinions issued are legal and accurate, and there are no false records, misleading statements, or major omissions, and we shall bear corresponding legal responsibilities.
This legal opinion is only used by the company for the purpose of increasing the holdings of the shareholders. This legal opinion may not be provided to any third party, relied upon by any third party, or used for any other purpose without our prior written consent. The lawyers of our firm agree to regard this legal opinion as a necessary legal document for this increase in holdings, and it will be announced together with other documents in accordance with relevant regulations.
In accordance with the requirements of the currently effective Chinese laws and regulations, and in accordance with the recognized business standards, ethics and diligence of the Chinese lawyer industry, our lawyers issued the following legal opinions on the subject matter:
1. Regarding the subject qualifications of the shareholder
(1) Basic information of the shareholders
According to the written confirmation and information provided by the shareholder, as well as the announcement documents of Mindray Medical, as of the date of this legal opinion, the basic situation of the shareholder is as follows:
Mr. Li Xiting, born in 1951, a Singaporean national, serves as the chairman of Mindray Medical. He is one of the actual controllers of Mindray Medical and jointly controls Mindray Medical with his concerted person Mr. Xu Hang.
(2) The shareholding increaser is not prohibited from acquiring listed companies under the "Acquisition Management Measures"
Based on the written confirmation of the shareholder, "Certificate of No Criminal Record" and "Personal Credit Report" and through our lawyers' inquiries on Credit China (https://www.creditchina.gov.cn/), China Enforcement Information Disclosure Network (http://zxgk.court.gov.cn), China Court Trial Disclosure Network (http://tingshen.court.gov.cn), People's Court Announcement Network (https://rmfygg.court.gov.cn), China Judgment Documents Network (
http://wenshu.court.gov.cn/), China Securities Regulatory Commission (hereinafter referred to as "China Securities Regulatory Commission") website (http://www.csrc.gov.cn), Shenzhen Stock Exchange website (https://www.szse.cn ), securities and futures market dishonesty record inquiry platform (http://neris.csrc.gov.cn/shixinchaxun/) and other public information, as of the date of issuance of this legal opinion, the holding increaser does not have the following circumstances stipulated in Article 6 of the "Acquisition Management Measures" that prohibit the acquisition of listed companies:
It has a large amount of debt that has not been paid off when due and is in a continuing state;
Have committed major illegal acts or been suspected of major illegal acts in the past three years;
There have been serious breaches of trust in the securities market in the past three years;
Other situations determined by laws, administrative regulations and the China Securities Regulatory Commission that prohibit the acquisition of listed companies.
In summary, we believe that, as of the date of issuance of this legal opinion, the shareholding increaser is a natural person with full capacity for civil rights and full capacity for civil conduct. There is no situation that prohibits the acquisition of listed companies as stipulated in Article 6 of the "Acquisition Management Measures", and he has the qualifications to implement this shareholding increase.
2. Details about this increase in holdings
(1) Shareholding status of the shareholding increasers and persons acting in concert before this shareholding increase
According to the "Announcement on the First Increase of Shareholdings in the Company and the Plan for Subsequent Increases by One of the Actual Controllers and Chairman" disclosed by Mindray Medical on November 27, 2025 (Announcement No.: 2025-051) (hereinafter referred to as the "Announcement on the Plan of Increase in Shareholdings") and the notification letter issued by the increaser, before this increase in shares, Mr. Li Xiting did not directly hold the company's shares, but through the company's controlling shareholder Smartco Development Limited (hereinafter referred to as "Smartco") Development") indirectly controls 327,072,335 shares of the company, accounting for 26.98% of the company's shares. Mr. Xu Hang, a person acting in concert with Mr. Li Xiting and one of the actual controllers of the company, indirectly controls 296,951,000 shares of the company through the company's controlling shareholder Magnifice (HK) Limited (hereinafter referred to as "Magnifice (HK)"), accounting for 24.49% of the company's shares. That is to say, before this increase in holdings, Mr. Li Xiting and persons acting in concert controlled a total of 624,023,335 shares of the company, accounting for 51.47% of the company's shares.
(2) Main contents of this shareholding increase plan
According to the notification letter issued by the shareholder and the announcement of this increase plan, based on the recognition of the intrinsic value of Mindray Medical and the firm confidence in its future sustainable development, and practicing the social responsibility of jointly promoting the high-quality development of the capital market, Mr. Li Xiting increased his holdings of the company's shares through centralized bidding transactions on November 27, 2025, with a total of 152,340 shares. The average price of the increase was 196.862 yuan/share, and the total increase amount was 29,98 9,930.80 yuan; at the same time, Mr. Li Xiting plans to continue to increase his holdings of the company's shares through centralized bidding transactions within 6 months from November 27, 2025. The planned increase in holdings is RMB 200 million (including transaction costs and the first increase amount disclosed above). The increase in holdings is its own funds. There is no price range for this increase. The increase in shares will be implemented at an appropriate time based on the company's stock price fluctuations and the overall trend of the capital market.
(3) Implementation of this shareholding increase plan
According to the notification letter issued by the shareholding increaser, during the period of this shareholding increase, the shareholding increaser accumulated a total of 1,005,381 shares of the company through centralized bidding transactions, and the increased shares accounted for 0.08% of the company's total shares. According to the notification letter issued by the shareholding increaser, this shareholding increase has been completed on December 12, 2025.
(4) Shareholding status of the increasers and persons acting in concert after this increase
According to the information provided by the shareholder Mr. Li Xiting and the notification letter issued by him, on the date of completion of the increase in shares, Mr. Li Xiting directly held 1,005,381 shares of Mindray Medical, accounting for 0.08% of the total shares of Mindray Medical. Smartco Development and Magnifice (HK)'s holdings of Mindray Medical shares have not changed before and after this increase in holdings. Therefore, after the completion of this increase in holdings, Mr. Li Xiting and his concerted parties control a total of 625,028,716 shares of the company, accounting for 51.55% of the company's total shares.
According to the written confirmation of the shareholding increaser, the shareholding increaser and its parties acting in concert have not reduced their holdings of Mindray Medical shares during the current holding increase period and within the six months preceding the current shareholding increase period. According to the announcement of the shareholding increase plan and the notification letter issued by the shareholding increaser, the shareholding increaser promised: (1) The lock-up period for the shareholding increase is 6 months after the implementation of the shareholding increase plan; (2) The shareholding increase plan and subsequent share management will be strictly implemented in accordance with relevant laws, regulations and normative documents, and no insider trading, buying and selling of shares during sensitive periods, short-term trading, etc. will be carried out.
In summary, we believe that this increase in holdings complies with the relevant provisions of Chinese laws and regulations such as the Securities Law and the Measures for the Administration of Acquisitions.
3. Information disclosure regarding this holding increase
After verification by our lawyers, Mindray Medical issued an announcement on this shareholding increase plan on November 27, 2025: "Announcement on the first increase in the company's shares by one of the actual controllers and the chairman and the subsequent increase in shareholding plan" (announcement number: 2025-051).
According to the notification letter issued by the shareholder, this shareholding increase has been completed on December 12, 2025. As of the date of this legal opinion, Mindray Medical still needs to fulfill corresponding information disclosure obligations regarding the implementation results of this shareholding increase.
In summary, we believe that, as of the date of issuance of this legal opinion, the company has fulfilled the information disclosure obligations required at this stage for this shareholding increase, and the company still needs to disclose the results of the implementation of the shareholding increase plan.
4. This increase in holdings complies with the exemption from issuing an offer under the "Acquisition Management Measures"
According to the provisions of Article 61 of the Measures for the Administration of Acquisitions and Item (5) of Article 63, Paragraph 1, if the shares held in a listed company reach or exceed 50% of the issued shares of the company, and continuing to increase their interests in the company does not affect the listing status of the company, investors and their concerted parties may be exempted from increasing their shareholdings through tender offers.
According to the "Shenzhen Stock Exchange GEM Stock Listing Rules", equity distribution that does not meet the listing conditions means: the company's shares held by the public are less than 25% of the company's total shares for 20 consecutive trading days; if the company's total share capital exceeds 400 million yuan, the public shareholding ratio is less than 10% of the company's total shares for 20 consecutive trading days. The above-mentioned public refers to other shareholders of the listed company except the following shareholders: 1. Shareholders holding more than 10% of the shares of the listed company and their concerted actions; 2. Directors, senior managers of the listed company and their closely related family members, legal persons or other organizations directly or indirectly controlled by the directors and senior managers of the listed company.
As mentioned above, the actual controller Mr. Li Xiting and his persons acting in concert controlled more than 50% of the total shares of Mindray Medical before this shareholding increase. As of the date of issuance of this legal opinion, the total number of shares of Mindray Medical was 1,212,441,394 shares. On the day this increase was completed, Mr. Li Xiting and his persons acting in concert controlled a total of 51.55% of the total shares of Mindray Medical. According to the company’s shareholder list, the company’s public disclosure documents and the company’s written confirmation, the proportion of Mindray Medical shares held by the public on the date of completion of this shareholding increase will not be less than 10%. This increase in shareholding will not affect Mindray Medical’s listing status.
In summary, we believe that this increase in holdings falls within the scope of Article 63, Paragraph 1, of the Measures for the Administration of Acquisitions.
The circumstances stipulated in Item (5) are exempt from issuing an offer.
5. Conclusion
In summary, we believe that, as of the date of this legal opinion, the increaser, Mr. Li Xiting, has the qualifications to implement this increase; this increase complies with the relevant provisions of Chinese laws and regulations such as the Securities Law and the Measures for the Administration of Acquisitions; the company has fulfilled the information disclosure obligations required at this stage for this increase, and the company still needs to disclose the results of the implementation of the increase plan; this increase in the shareholding complies with the exemption from issuing a tender offer under the Measures for the Administration of Acquisitions.
There are two original copies of this legal opinion.
(No text below)
(This page has no text, but is the signature page of the "Legal Opinion of Shanghai Fangda (Shenzhen) Law Firm on the Actual Controller's Increase in the Shareholding of Shenzhen Mindray Biomedical Electronics Co., Ltd.")
Shanghai Fangda (Shenzhen) Law Firm Person in charge: _______________ (official seal) Cai Minghui
Attorney: _____________
Sun Lijuan
Attorney: _____________Zhu Chenxing
December 12, 2025