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IMPORTANT

IMPORTANT: If you are in any doubt about this prospectus, you should obtain independent professional advice.

MicroPort Scientific Corporation


*
(incorporated in the Cayman Islands with limited liability)

GLOBAL OFFERING
Number of Offer Shares : 252,740,000 Shares (subject to the Over-allotment Option)
Number of Hong Kong Offer Shares : 25,274,000 Shares (subject to adjustment)
Number of International Offer Shares : 227,466,000 Shares (subject to adjustment and the Over-allotment
Option)
Maximum Offer Price : Not more than HK$6.10 per Offer Share payable in full on
application subject to refund on final pricing, plus brokerage of
1%, Hong Kong Stock Exchange trading fee of 0.005% and SFC
transaction levy of 0.004%
Nominal value : US$0.00001 each
Stock code : 853

Sole Global Coordinator

Joint Sponsors, Joint Bookrunners and Joint Lead Managers

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company
Limited take no responsibility for the contents of this prospectus, make no representation as to its accuracy or completeness, and expressly disclaim
any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus.
A copy of this prospectus, having attached thereto the documents specified in “Documents delivered to the Registrar of Companies and available
for inspection” in Appendix VII to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of
the Companies Ordinance of Hong Kong (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of
Companies in Hong Kong take no responsibility for the contents of this prospectus or any other document referred to above.
The Offer Price is expected to be fixed by agreement between the Joint Bookrunners and us on the Price Determination Date. The Price
Determination Date is expected to be on or about September 17, 2010 and, in any event, not later than September 21, 2010. The Offer Price will be
not more than HK$6.10 and is currently expected to be not less than HK$4.60, unless otherwise announced. Applicants for Hong Kong Offer Shares
are required to pay, on application, the maximum offer price of HK$6.10 for each Hong Kong Offer Share together with brokerage of 1%, SFC
transaction levy of 0.004% and Hong Kong Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price should be lower than
HK$6.10.
The Joint Bookrunners may reduce the number of Offer Shares and/or the indicative Offer Price range below that stated in this prospectus
(which is HK$4.60 to HK$6.10 per Offer Share) at any time on or prior to the morning of the last day for lodging applications under the Hong
Kong Public Offering. In such a case, a notice of the reduction in the number of Offer Shares and/or the indicative Offer Price range will be
published in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) not later than the morning of the last day for
lodging applications under the Hong Kong Public Offering. Such notice will also be available at the website of the Hong Kong Stock Exchange at
www.hkexnews.hk and our Company’s website at www.microport.com.cn. If applications for Hong Kong Offer Shares have been submitted prior
to the last day for lodging applications under the Hong Kong Public Offering, such applications can be subsequently withdrawn. If, for any
reason, we and the Joint Bookrunners are unable to reach an agreement on the Offer Price by September 21, 2010, the Global Offering will not
proceed and will lapse.
Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus,
including the risk factors set out in “Risk Factors” in this prospectus.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint
Bookrunners if certain grounds arise prior to 8:00 a.m. on the day that trading in the Shares commences on the Hong Kong Stock Exchange. Such
grounds are set out in “Underwriting — Grounds for termination” in this prospectus. It is important that you refer to that section for further details.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may
not be offered, sold, pledged or transferred within the United States, except that the Offer Shares may be offered, sold or delivered to (i) QIBs in
reliance on an exemption from registration under the U.S. Securities Act provided by, and in accordance with the restrictions of, Rule 144A, or
another available exemption from registration under the U.S. Securities Act; or (ii) outside the United States in offshore transactions in reliance on
Regulation S under the U.S. Securities Act.

* for identification purpose only September 13, 2010


EXPECTED TIMETABLE(1)

Application lists open(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:45 a.m. on Thursday,


September 16, 2010
Latest time to lodge WHITE and YELLOW application forms . . . . . . . . . . . . . . . . 12:00 noon on Thursday,
September 16, 2010
Latest time to give electronic application instructions to HKSCC(3) . . . . . . . . . . . 12:00 noon on Thursday,
September 16, 2010
Latest time to complete electronic applications under White Form eIPO service 11:30 a.m. on Thursday,
through the designated website at www.eipo.com.hk(4) . . . . . . . . . . . . . . . . . . . . . September 16, 2010
Latest time to complete payment of White Form eIPO applications by effecting 12:00 noon on Thursday,
internet banking transfer(s) or PPS payment transfer(s) . . . . . . . . . . . . . . . . . . . . . September 16, 2010
Application lists close . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Thursday,
September 16, 2010
Expected Price Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday,
September 17, 2010
(A) Announcement of
Š the final Offer Price
Š the level of applications in the Hong Kong Public Offering;
Š the level of indications of interest in the International Offering; and
Š the basis of allotment of the Hong Kong Offer Shares
to be published in South China Morning Post (in English) and Wednesday,
Hong Kong Economic Times (in Chinese) on or before . . . . . . . . . . . . . . . . . . . . . September 22, 2010
(B) Results of allocations of the Hong Kong Public Offering (including successful
applicants’ identification document numbers or Hong Kong business
registration numbers, where appropriate) to be available through a variety of
channels including the website of the Hong Kong Stock Exchange at
www.hkexnews.hk(5) and our Company’s website at
www.microport.com.cn(6) (see “How to Apply for Hong Kong Offer Shares Wednesday,
— Publication of results” in this prospectus) from . . . . . . . . . . . . . . . . . . . . . . September 22, 2010
(C) A full announcement of the Hong Kong Public Offering containing (A) and (B)
above to be published on the website of the Hong Kong Stock Exchange at
www.hkexnews.hk and our Company’s website at www.microport.com.cn Wednesday,
from . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . September 22, 2010
Results of allocations in the Hong Kong Public Offering will be available at Wednesday,
www.iporesults.com.hk with a “search by ID” function . . . . . . . . . . . . . . . . . . . . September 22, 2010
Dispatch of share certificates/White Form e-Refund payment instructions/refund Wednesday,
checks on(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . September 22, 2010
Dealing in Shares on the Hong Kong Stock Exchange to commence on . . . . . . . . . . Friday,
September 24, 2010
Notes:

(1) All times refer to Hong Kong local time, except as otherwise stated. Details of the structure of the Global Offering, including its
conditions, are set out in “Structure of the Global Offering” in this prospectus.

(2) If there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force at any time between 9:00 a.m.
and 12:00 noon on Thursday, September 16, 2010, the application lists will not open on that day. Further information is set out in “How
to Apply for Hong Kong Offer Shares — Effect of bad weather on the opening of the application lists” in this prospectus.

—i—
EXPECTED TIMETABLE(1)

(3) Applicants who apply for Hong Kong Offer Shares by giving electronic application instructions to HKSCC should refer to “How to
Apply for Hong Kong Offer Shares — Applying by giving electronic application instructions to HKSCC” in this prospectus.

(4) You will not be permitted to submit your application through the designated website at www.eipo.com.hk after 11:30 a.m. on the last day
for submitting applications. If you have already submitted your application and obtained an application reference number from the
designated website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of application
monies) until 12:00 noon on the last day for submitting applications, when the application lists close.

(5) The announcement will be available for viewing on the “Main Board — Allotment of Results” page on the Hong Kong Stock Exchange’s
website www.hkexnews.hk.

(6) None of the website or any of the information contained on the website forms part of this prospectus.

(7) e-Refund payment instructions/refund checks will only be issued in respect of wholly or partially unsuccessful applications and in respect
of successful applications if the Offer Price is less than the price payable on application.

Share certificates will only become valid certificates of title provided that the Hong Kong Public
Offering has become unconditional in all respects and the right of termination described in “Underwriting
— Grounds for termination” in this prospectus has not been exercised, which is scheduled to be at
8:00 a.m. on Friday, September 24, 2010. Investors who trade Shares on the basis of publicly available
allocation details prior to the receipt of share certificates or prior to the share certificates becoming valid
certificates of title do so entirely at their own risk.

You should read carefully “Underwriting,” “How to Apply for Hong Kong Offer Shares,” and “Structure
of the Global Offering” in this prospectus for details relating to the structure of the Global Offering, how to apply
for Hong Kong Offer Shares and the expected timetable, including, among other things, conditions, effect of bad
weather, and the dispatch of refund checks and share certificates.

— ii —
CONTENTS

This prospectus is issued by us, MicroPort Scientific Corporation, solely in connection with the Hong
Kong Public Offering and the Hong Kong Offer Shares and does not constitute an offer to sell or a solicitation
of an offer to buy any security other than the Hong Kong Offer Shares. This prospectus may not be used for
the purpose of, and does not constitute, an offer to sell or a solicitation of an offer to buy in any other
jurisdiction or in any other circumstances. No action has been taken to permit a public offering of the Offer
Shares or the distribution of this prospectus in any jurisdiction other than Hong Kong.
You should rely only on the information contained in this prospectus and the Application Forms to
make your investment decision.
We have not authorized anyone to provide you with information that is different from what is
contained in this prospectus.
Any information or representation not included in this prospectus must not be relied on by you as
having been authorized by us, the Sole Global Coordinator, the Joint Bookrunners and the Joint Lead
Managers, the Joint Sponsors, any of our or their respective directors or any other person or party involved in
the Global Offering.

Page
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Exemption From The Companies Ordinance And Waivers From The Listing Rules . . . . . . . . . . . . . . . 55
Information About This Prospectus And The Global Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Directors And Parties Involved In The Global Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Corporate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Industry Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Company History And Reorganization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Relationship With Our Controlling Shareholder And Connected Transactions . . . . . . . . . . . . . . . . . . . 151
Directors And Senior Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159
Substantial Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168
Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169
Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171
Future Plans And Use Of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 209
Structure Of The Global Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216
How To Apply For Hong Kong Offer Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 224

— iii —
CONTENTS

Page
Appendix I Accountants’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1
Appendix II Unaudited Pro Forma Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
Appendix III Profit Estimate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-1
Appendix IV Property Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-1
Appendix V Summary Of The Constitution Of Our Company And Cayman
Companies Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-1
Appendix VI Statutory And General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VI-1
Appendix VII Documents Delivered To The Registrar Of Companies And Available For
Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VII-1

— iv —
SUMMARY

This summary aims to give you an overview of the information contained in this prospectus. As it is a
summary, it does not contain all the information that may be important to you. You should read this
prospectus in its entirety, including our financial statements and the accompanying notes, before you decide
to invest in the Offer Shares. There are risks associated with any investment. Some of the particular risks in
investing in the Offer Shares are set forth in “Risk Factors” in this prospectus. You should read that section
carefully before you decide to invest in the Offer Shares.

OVERVIEW

We are a leading developer, manufacturer and marketer of medical devices in China in terms of the
number of stents implanted, focusing primarily on minimally invasive interventional products for the treatment
of vascular diseases and disorders. According to a report prepared by Frost & Sullivan in June 2010, we had the
leading market share, in terms of the number of stents implanted, of approximately 26.6%, 28.7% and 28.9% of
all coronary stents implanted in China in 2007, 2008 and 2009, respectively. As of the Latest Practicable Date,
we offered 18 products including cardiovascular and other vascular devices, as well as an EP and a diabetes
device. Our principal product is Firebird 2, our second generation drug-eluting cobalt-chromium stent, which is
thinner, stronger and more flexible than its predecessor, Firebird, which is made of stainless steel, and as a result
Firebird 2 provides higher efficacy. Both Firebird 2 and its predecessor, Firebird, have been the leading drug-
eluting stents in China in terms of the number of stents implanted in 2007, 2008 and 2009. We have
demonstrated a history of innovation being the first China-based manufacturer of interventional cardiology
products and developing the first drug-eluting stent commercially produced in China, in addition to having a
large intellectual property portfolio.

China’s healthcare system is undergoing fundamental changes as a result of the significant expansion of
financial support for the healthcare system as part of the PRC government’s new healthcare reform initiative. We
expect that this increased governmental spending will lead to increased diagnosis and treatment of chronic
ailments which are becoming more common in China, such as vascular diseases and disorders and diabetes. In
particular, cardiovascular disease is currently one of the leading causes of death in China. According to an article
citing the China Chronic Heart Disease 2006 Annual Report, nearly 50% of all deaths annually are due to
cardiovascular disease, and the prevalence of cardiovascular disease has steadily increased each year in China.
Frost & Sullivan estimates that the coronary stent market in China was approximately RMB3.76 billion in 2007,
and is expected to grow to approximately RMB16.92 billion in 2014, representing a CAGR of 24.0%.

As a result of the success of Firebird and Firebird 2 drug-eluting stents, we enjoy strong brand recognition
among the interventional cardiology community in China. In addition to our Firebird line of products, we offer a
range of other vascular stents to treat vascular diseases and disorders in other parts of the body. For example, we
offer increasingly utilized lines of TAA and AAA stents, called Hercules and Aegis, which are metal stents
covered with non-porous film or fiber to create an artificial vessel wall to relieve pressure caused by an
aneurysm. We also sell intracranial stents which are extremely small, flexible stents used to facilitate blood flow
in blood vessels in the brain, as well as stent grafts for use in surgical operations.

Leveraging our experienced research and development team, which had 170 employees as of March 31,
2010, we have internally developed and commercialized all of our cardiovascular and other vascular devices and
an EP ablation catheter, and, as of the Latest Practicable Date, had an additional 28 products in various stages of
development. As a result of our commitment to research and development, we have amassed a large intellectual
property portfolio. As of the Latest Practicable Date, we had received a total of 52 patents in China, including 13
invention patents, 38 utility model patents and one design patent, and two patents in the European Union. In
addition, as of the Latest Practicable Date, we had 83 patent applications pending in China and 11 patent
applications pending in the United States, the European Union and Japan.

—1—
SUMMARY

Our research and development initiatives focus on developing both next-generation stents and medical
devices for the treatment of other types of chronic ailments which enable us to leverage our core strengths in
presently growing, but currently underserved, markets in China. For example, we received SFDA approval for,
and recently commercially launched, our new EP catheter product, FireMagic, which corrects a common type of
arrhythmia. We are also developing additional EP products and initiating research into the development of
pacemakers. Furthermore, to address the rapid increase in diabetes in China resulting from changing living
standards and lifestyles and an aging population, we acquired, made improvements to and recently commenced
sales of our insulin pump, La Fenice, and are in the process of developing a series of additional diabetes-related
products. Finally, we are working on a range of orthopedic devices which are designed to immobilize and/or
stabilize vertebrae in the spine, which may be needed following an injury or as a result of aging.

Due to our early entry into the minimally invasive interventional device market in China, we have built an
established network with many key opinion leaders in the Chinese medical community, including physicians,
researchers and hospital administrators. During the Track Record Period, our products have been used in over
1,100 hospitals across China. We use a combination of our own sales and marketing teams and a network of
independent distributors to market and sell our products in China. Our highly trained sales and marketing teams,
totaling 132 employees as of March 31, 2010, market our medical devices directly to hospitals through regular
visits to interventional cardiologists, radiologists, vascular surgeons and other medical professionals, sponsorship
of conferences, seminars and physician education programs, and other activities including regular training for
newer products. These direct marketing activities and our joint research and development projects with hospitals
help enhance awareness of our products, raise our profile and promote our brand recognition. We also had 125
independent distributors as of March 31, 2010 which, together with our own sales and marketing teams, provide
us with nationwide coverage of the China market. Nevertheless, we sold a minimal amount of TAA/AAA stent
grafts directly to hospitals in 2007 which accounted for 0.2% of our revenue for that year. In addition, we export
our products outside of China through our network of over 20 overseas distributors to more than 20 countries in
the Asia Pacific region (excluding China), South America and Europe. International sales accounted for 10.2%,
10.7%, 10.6% and 7.0% of our revenue for the years ended December 31, 2007, 2008 and 2009 and the three
months ended March 31, 2010, respectively.

We have established advanced manufacturing facilities, covering all key aspects of the design,
development and manufacturing of our medical devices. As we had the leading market share in terms of the
number of stents implanted in 2007, 2008 and 2009 according to Frost & Sullivan, we believe our facilities are
among the largest of the interventional medical device companies in China. In addition, we have commenced
construction of a new, significantly larger facility into which we plan to consolidate most of our production upon
its completion, which is scheduled for 2012. Our integrated production processes increase our production
efficiency and reduce our dependence on third-party suppliers, which distinguishes us from our domestic
competitors. We have a quality and regulatory affairs department which monitors every stage of our
manufacturing processes and ensures consistent product quality that meets our quality management standards and
policies.

In addition to drug-eluting stents, bare-metal stents (i.e., stents without a drug coating) and PTCA balloon
catheters are the most common minimally invasive methods to treat vascular diseases and disorders. PTCA
balloon catheters can be used either by themselves to expand and compress the plaque lining a blood vessel wall
or as a method to expand a vessel and insert a drug-eluting or bare-metal stent (substantially all PTCA
procedures in China in 2009 involved the use of a stent). According to Frost & Sullivan, drug-eluting stents were
used in 95.7% of all coronary stent procedures in China in 2009, with the remaining 4.3% using bare-metal
stents.

For the years ended December 31, 2007, 2008 and 2009, we had revenue of RMB421.3 million,
RMB485.2 million and RMB560.7 million, respectively, representing an increase of 15.2% from 2007 to 2008

—2—
SUMMARY

and an increase of 15.6% from 2008 to 2009. For the three months ended March 31, 2009 and 2010, we had
revenue of RMB137.6 million and RMB176.7 million, respectively, representing an increase of 28.5%.

The following table sets forth the breakdown of our revenue and gross profit margin by business
segments for the years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2009
and 2010. We did not generate any revenue from our orthopedic device business during the Track Record Period
as that business has been, and remains currently, in the research and development stage.
Year ended December 31, Three months ended March 31,
2007 2008 2009 2009 2010
Gross Gross Gross Gross Gross
% of profit % of profit % of profit % of profit % of profit
RMB’000 Revenue margin RMB’000 Revenue margin RMB’000 Revenue margin RMB’000 Revenue margin RMB’000 Revenue margin
(unaudited)
Vascular device
business . . . . . 421,263 100.0 86% 484,531 99.9 82% 557,056 99.3 86% 137,268 99.8 87.6% 175,923 99.5 87.2%
Diabetes device
business . . . . . — 0.0 — 711 0.1 38% 3,670 0.7 49% 302 0.2 27.6% 804 0.5 77.1%
421,263 100.0 — 485,242 100.0 — 560,726 100.0 — 137,570 100.0 — 176,727 100.0 —

The following table sets forth the breakdown of our revenue by products for the years ended
December 31, 2007, 2008 and 2009 and the three months ended March 31, 2009 and 2010.

Year ended December 31, Three months ended March 31,


2007 2008 2009 2009 2010
% of % of % of % of % of
RMB’000 Revenue RMB’000 Revenue RMB’000 Revenue RMB’000 Revenue RMB’000 Revenue
(unaudited)
Drug-eluting stents . . . . . . 376,620 89.4 421,748 86.9 484,096 86.3 122,591 89.1 153,545 86.9
TAA/AAA stent grafts . . . 18,199 4.3 23,075 4.8 28,864 5.2 7,391 5.4 12,843 7.3
Bare-metal stents . . . . . . . 15,032 3.6 18,217 3.7 20,288 3.6 2,389 1.7 3,261 1.8
Other products . . . . . . . . . 11,412 2.7 22,202 4.6 27,478 4.9 5,199 3.8 7,078 4.0
421,263 100.0 485,242 100.0 560,726 100.0 137,570 100.0 176,727 100.0

COMPETITIVE STRENGTHS

We believe that our principal competitive strengths include the following:

Š Established market leadership and strong brand recognition.

Š Strong sales, marketing and distribution capabilities in China.

Š Proven research and development capabilities, robust product pipeline and strong intellectual
property portfolio.

Š Extensive experience in pre- and post-launch clinical trials and commercialization of products.

Š High quality, cost-effective manufacturing platform.

Š Experienced management team.

—3—
SUMMARY

STRATEGIES

Our objective is to strengthen our position as a leader in developing, manufacturing and marketing
medical devices in China and over time in select international markets. We intend to achieve our objective by
implementing the following strategies:

Š Continue to enhance our brand name and market position in China.

Š Broaden our portfolio of innovative devices for vascular diseases.

Š Develop new technologies and enter complementary medical device markets.

Š Capitalize on opportunities created by China’s ongoing healthcare reforms.

Š Further expand brand awareness and sales internationally.

Š Pursue product and technology purchase opportunities, strategic acquisitions and alliances.

RISK FACTORS

Risks related to our Company

Š We have been substantially dependent on sales of our proprietary drug-eluting stents during the
Track Record Period. Our business, financial condition and results of operation would be materially
and adversely affected if sales of these products were to decline.

Š Our future growth is dependent upon our ability to develop new products, which requires significant
research and development efforts, clinical trials and regulatory approvals, and our investment in new
products may not result in any commercially viable products.

Š We might have engaged in activities that violated PRC laws or are harmful to our reputation, and
these events or any non-compliance by us with applicable laws could have a material adverse impact
on our business, financial condition and results of operation.

Š If we fail to maintain effective internal controls, we may not be able to accurately report our
financial results or prevent fraud, and our business, financial condition, results of operation and
reputation could be materially and adversely affected.

Š We have received, and may continue to receive, anonymous letters alleging misconduct by our
Company or agents. Any such complaints may lead to the discovery of illegal conduct, and even if
the allegations are determined to be meritless, the investigation of those allegations can be costly and
significantly divert our management’s attention from the operation of our business.

Š Our business, prospects and brand may be harmed by actions taken by our distributors.

Š We depend on a limited number of distributors for a significant portion of our revenue. If we lose
one or more of these distributors and are unable to replace them quickly, we may be unable to
effectively market and sell our products, which could materially and adversely affect our business,
financial condition and results of operation.

Š If we do not manage our growth effectively, our business, financial condition and results of
operation may be materially and adversely affected.

—4—
SUMMARY

Š Future acquisitions of businesses, products, technologies or know-how could materially and


adversely affect our business, financial condition and results of operation if we fail to integrate the
acquired businesses, products or technologies successfully into our existing operations or if we
discover previously undisclosed liabilities.

Š Our limited operating history may make it difficult to evaluate our business, financial performance
or prospects.

Š Our historical average inventory turnover days have been relatively long.

Š If third parties claim that we infringe upon their intellectual property rights, we may incur liabilities
and financial penalties and may have to redesign or discontinue selling the affected product.

Š If our patents and other intellectual property rights do not adequately protect our products, we may
lose market share to our competitors and be unable to operate our business profitably.

Š We manufacture our principal products at our headquarters and package our products primarily in
our other facilities. Any disruption in these manufacturing facilities, or in our planned move to a new
facility which is currently under construction, could cause us to suffer losses and materially and
adversely affect our business, financial condition and results of operation.

Š We are exposed to potential product liability claims, and our insurance coverage may be inadequate
to protect us from all liabilities we may incur.

Š Any product recall would damage our brand name and could have a material adverse effect on our
reputation, business, financial condition and results of operation.

Š If we are unable to recruit, hire and retain skilled and experienced personnel, our ability to
effectively manage our operations and meet our strategic objectives will be harmed.

Š We may require additional capital in the future, which may not be available on terms acceptable to
us, or at all.

Š If physicians do not recommend our products, our sales may decline.

Risks related to our industry

Š As part of its regulation of the medical industry, the PRC government has imposed reductions in the
retail prices of our products periodically in the past and is expected to continue to do so. Ongoing
decreases in the retail prices of our products or limitations on the profit margins we earn could
materially and adversely affect our business, financial condition and results of operation.

Š Our sales depend to a large extent on the level of insurance reimbursement patients receive for
treatments using our products.

Š The impact of the ongoing healthcare reform in China on our business remains uncertain.

Š Our competitors may have substantially greater resources than we do and may be able to develop
more effective products or offer their products at lower prices than we can, which could materially
and adversely impact our business, financial condition and results of operation.

—5—
SUMMARY

Š The medical device industry in China is rapidly evolving, and we may be unable to maintain or
enhance our market share in this industry for a variety of reasons.

Š Our products and facilities are subject to extensive regulation, which may subject us to high
compliance costs and expose us to penalties for non-compliance. We may not be able to obtain
required regulatory approvals for our products in a cost-effective manner or at all.

Risks related to doing business in China

Š The recent global market fluctuations, economic downturn and decline in the availability of credit
could materially and adversely affect our business, financial condition and results of operation.

Š Changes in political or economic policies, and a slowdown in the economy of the PRC may have a
material adverse impact on our business, financial condition and results of operation.

Š Changes and uncertainties in the PRC legal system may have a material adverse impact on our
business, financial condition and results of operation.

Š PRC regulations, particularly SAFE Circular No. 75 relating to acquisitions of PRC companies by
foreign entities, may limit our ability to acquire PRC companies and adversely affect the
implementation of our strategy as well as our business and prospects.

Š Failure to comply with PRC regulations in respect of the registration of our PRC citizen employees’
share options may subject such employees or us to fines and legal or administrative sanctions.

Š Restriction of payment of dividends under PRC law and the tax exemptions on dividends received by
our Company and our Shareholders may be affected by the Corporate Income Tax Law.

Š Dividends payable by us to our investors and gains on the sale of our Shares may become subject to
withholding taxes under PRC tax laws.

Š Our PRC subsidiaries, including MP Shanghai, are subject to existing restrictions on paying
dividends or making other distributions to us, and changes in foreign exchange regulations may
materially and adversely affect our business, financial condition and results of operation.

Š Any change in the preferential tax treatment we currently enjoy in the PRC may have a material
adverse impact on our business, financial condition and results of operation.

Š Fluctuations in the value of the Renminbi may have a material adverse effect on your investment.

Š PRC regulation of direct investment and loans by offshore holdings companies to PRC entities may
delay or limit us from using the proceeds of the Global Offering to make additional contribution or
loans to our PRC subsidiaries.

Š The enforcement of the Labor Contract Law and other labor-related regulations in the PRC may
materially and adversely affect our business, financial condition and results of operation.

Š We are subject to a wide variety of environmental regulations, and any failure to comply with these
regulations or to control the associated costs could harm our business.

Š It may be difficult to effect service of process upon us or our Directors or senior management who
reside in the PRC or to enforce against us or them judgments obtained from non-PRC courts.

—6—
SUMMARY

Š We may be subject to acts of God, acts of war and epidemics which are beyond our control and
which may cause damage, loss or disruption to our business.

Risks related to the Global Offering

Š There has been no previous public market for our Shares, and an active trading market may not
develop.

Š Future sales by our existing Shareholders of a substantial number of our Shares in the public market
could materially and adversely affect the prevailing market price of our Shares.

Š Future sales or a major divestment of Shares by our current significant Shareholders could adversely
affect our Share price.

Š The interests of our Controlling Shareholder may differ from those of other Shareholders.

Š Investors will experience dilution in net tangible assets value because the Offer Price is higher than
our net tangible assets value per Share.

Š The trading volume and share price of our Shares may fluctuate.

Š Investors may face difficulties in protecting their interests because we are incorporated under
Cayman Islands law, and Cayman Islands law may provide different remedies to minority
shareholders when compared with the laws of Hong Kong and other jurisdictions.

Š Investors should not place undue reliance on industry and market information and statistics derived
from official government publications, market data providers and other independent third party
sources contained in this prospectus.

Š Forward-looking statements contained in this prospectus are subject to risks and uncertainties.

Š Due to a gap of up to five business days between pricing and trading of the Offer Shares, investors
may not be able to sell or otherwise deal in our Offer Shares during such period, and the initial
trading price of the Offer Shares could be lower than the Offer Price.

Š We strongly caution investors not to place any reliance on any information contained in press
articles or other media regarding our Group and the Global Offering.

—7—
SUMMARY

SUMMARY HISTORICAL FINANCIAL INFORMATION

The following tables set forth, for the periods indicated, our summary consolidated financial information
derived from the Accountants’ Report in Appendix I to this prospectus. The summary consolidated financial
information should be read together with, and is qualified in its entirety by reference to, the Accountants’ Report,
including the notes thereto.

Consolidated income statements

Three months
Year ended December 31, ended March 31,
2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 421,263 485,242 560,726 137,570 176,727
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (60,171) (87,703) (78,037) (17,290) (22,684)
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 361,092 397,539 482,689 120,280 154,043
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,637 20,559 22,519 3,059 1,119
Other net (loss) / income . . . . . . . . . . . . . . . . . . . . . . . . . . (2,122) (3,231) (1,867) 363 665
Research and development costs . . . . . . . . . . . . . . . . . . . . (54,192) (59,391) (86,384) (15,090) (25,310)
Sales and marketing costs . . . . . . . . . . . . . . . . . . . . . . . . . (81,350) (66,244) (98,177) (18,851) (19,545)
Administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . (54,946) (48,068) (50,850) (9,952) (13,184)
Other operating costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (27,264) (3,036) (1,022) (383) (100)
Profit from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . 157,855 238,128 266,908 79,426 97,688
Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (44,200) (9,875) (17,153) (5,827) (2,990)
Profit before taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113,655 228,253 249,755 73,599 94,698
Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,424) (49,405) (63,382) (19,212) (14,643)
Profit for the year/period . . . . . . . . . . . . . . . . . . . . . . . . 102,231 178,848 186,373 54,387 80,055
Historical earnings per share . . . . . . . . . . . . . . . . . . . . .
Basic (RMB) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.90 1.58 1.65 0.48 0.71
Diluted (RMB) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.90 1.58 1.63 0.48 0.70

On September 3, 2010, our Company conditionally adopted a 10-for-1 share split of our ordinary shares,
as detailed under “Statutory and General Information — Changes in share capital of our Group” in Appendix VI
to this prospectus. The historical earnings per share for all periods presented have not been adjusted to reflect the
conditional share split. Our unaudited pro forma earnings per share information, taking into account the
conditional 10-for-1 share split, is set out in note 11(c) to the “Accountants’ Report” in Appendix I to this
prospectus.

—8—
SUMMARY

Consolidated balance sheets

As of December 31, As of March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Non-current assets
Fixed assets
— Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . 92,630 129,088 156,802 160,764
— Interests in leasehold land held for own use under operating
leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,619 4,517 37,548 37,353
97,249 133,605 194,350 198,117
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 10,442 10,023 9,839
Prepayments for fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,432 38,928 14,412 29,742
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,105 2,105 2,105
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 766 3,454 6,667 6,763
125,447 188,534 227,557 246,566
Current assets
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,714 48,476 56,695 64,698
Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137,512 114,636 143,817 196,517
Income tax recoverable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 358 — —
Deposits with banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,940 207,569 193,595 177,595
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 309,852 66,461 90,194 101,983
498,018 437,500 484,301 540,793
Current liabilities
Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156,814 68,945 152,260 54,990
Short term loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,681 20,235 — 100,000
Long term loans (current portion) . . . . . . . . . . . . . . . . . . . . . . . . . 12,070 434 448 452
Redeemable convertible preference shares . . . . . . . . . . . . . . . . . . 70,070 72,078 82,262 83,976
Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,662 11,523 26,299 16,130
Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 839 920 142 138
250,136 174,135 261,411 255,686
Net current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 247,882 263,365 222,890 285,107
Total assets less current liabilities . . . . . . . . . . . . . . . . . . . . . . . 373,329 451,899 450,447 531,673
Non-current liabilities
Long term loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,013 4,579 4,131 4,162
Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,377 16,212 23,740 23,758
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 23,505 34,883 34,843
12,390 44,296 62,754 62,763
NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 360,939 407,603 387,693 468,910
CAPITAL AND RESERVES
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 89 89 89
Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 360,850 407,514 387,604 468,821
TOTAL EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 360,939 407,603 387,693 468,910

—9—
SUMMARY

GLOBAL OFFERING STATISTICS

Based on an Offer Based on an Offer


Price of HK$4.60 Price of HK$6.10

Market capitalization of the Shares upon completion of the


Global Offering(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$6,458.9 million HK$8,565.1 million
Unaudited pro forma adjusted net tangible assets value per
Share(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$1.13 (RMB0.99) HK$1.39 (RMB1.21)
Notes:

(1) The calculation of market capitalization is based on 252,740,000 Shares, assuming no exercise of the Over-allotment Option and the
options granted under the Pre-IPO Share Option Schemes.

(2) The unaudited pro forma adjusted consolidated net tangible asset value per Share is calculated after making the adjustments referred to
in “Unaudited Pro Forma Financial Information” in Appendix II to this prospectus and on the basis of a total of 1,404,112,340 Shares
expected to be in issue following the completion of the Global Offering (including the effect of the conditional 10-for-1 share split and
the automatic conversion of preference shares). This calculation assumes an Offer Price of HK$4.60 or HK$6.10 per Share and that the
Over-allotment Option and the options granted under the Pre-IPO Share Option Schemes will not be exercised.

PROFIT ESTIMATE

Our Directors estimate that, in the absence of unforeseen circumstances and on the bases set out in “Profit
Estimate” in Appendix III to this prospectus, our Group’s profit after taxation for the six months ended June 30,
2010 is unlikely to be less than RMB140 million. The profit estimate for the six months ended June 30, 2010 is
the best estimate of our Directors and prepared by us based on our consolidated financial statements for the three
months ended March 31, 2010, included in the Accountants’ Report as set out in Appendix I to this prospectus,
and our unaudited consolidated management accounts for the three months ended June 30, 2010. We have
undertaken to the Hong Kong Stock Exchange that our interim financial report for the six months ended June 30,
2010 will be audited pursuant to Rule 11.18 of the Listing Rules.

On a pro forma basis and on the assumption that our Group had been listed since January 1, 2010 and a
total of 1,404,112,340 Shares were issued and outstanding during the entire six months ended June 30, 2010
(taking no account of any Shares which may be issued upon exercise of the Pre-IPO Share Option Schemes and
the Over-allotment Option), the estimated earnings per Share for the six months ended June 30, 2010 is unlikely
to be less than RMB0.10.

DIVIDEND POLICY

During the Track Record Period, our Board has declared and distributed dividends from time to time. We
declared dividends to holders of our Shares in the amount of RMB226.1 million, RMB136.6 million and
RMB215.7 million in 2007, 2008 and 2009, respectively, all of which have been fully settled. For the same
periods, we also declared dividends of RMB13.8 million, RMB5.8 million and RMB5.6 million to Otsuka
Pharmaceutical as holder of our preference shares which were recorded as finance costs, all of which have been
fully settled. No interim dividends were declared during the three months ended March 31, 2010. In July 2010,
our Board declared dividends of RMB171.2 million and RMB4.9 million to holders of our Shares and Otsuka
Pharmaceutical as holder of our preference shares, respectively, all of which have been fully settled. For the
avoidance of doubt, holders of Offer Shares will not be entitled to any of these dividends.

Our historical dividend distributions are not indicative of our future dividend policy. Our Board may
declare dividends in the future after taking into account our operations, earnings, financial condition, cash
requirements and availability and other factors as it may deem relevant at such time. Any declaration and
payment as well as the amount of dividends will be subject to our constitutional documents and the Cayman

— 10 —
SUMMARY

Companies Law. Our Shareholders in general meeting must approve any declaration of dividends, which must
not exceed the amount recommended by our Board. In addition, our Directors may from time to time pay such
interim dividends as appear to our Board to be justified by our profits, or special dividends of such amounts and
on such dates as they think fit. No dividends shall be declared or payable except out of our profits and reserves
lawfully available for distribution. Our future declaration of dividends may or may not reflect our historical
declaration of dividends and will be at the absolute discretion of our Board.

Future dividend payments will also depend upon the availability of dividends received from our PRC
subsidiaries. PRC laws require that dividends be paid only out of the net profit calculated according to PRC
GAAP, which differ in certain aspects from HKFRS. PRC laws also require a wholly owned foreign enterprise,
such as our PRC operating subsidiaries, to transfer at least 10% of its net profit (after offsetting the prior year’s
losses) to a statutory reserve until the reserve balance reaches 50% of the registered capital. The transfer to its
reserve must be made before distribution of dividends to its equity holders. Distribution from our PRC operating
subsidiaries may also be restricted if they incur losses or in accordance with any restrictive covenants in bank
credit facilities, convertible bond instruments or other agreements that we or our PRC operating subsidiaries may
enter into in the future. The statutory reserve of MP Shanghai has already reached 50% of its registered capital.

USE OF PROCEEDS OF THE GLOBAL OFFERING

We estimate that the aggregate net proceeds to us from the Global Offering (after deducting underwriting
fees and estimated expenses payable by us in connection with the Global Offering, and assuming an Offer Price
of HK$5.35 per Share, being the mid-point of the indicative Offer Price range) will be approximately
HK$1,246.9 million, assuming the Over-allotment Option is not exercised. We currently intend to apply such net
proceeds in the following manner:

Š approximately 50%, or HK$623.4 million, to expand our product offerings, including enhancing our
research and development (including conducting clinical trials and obtaining both domestic and
international regulatory approvals), with a particular focus on new product lines to diversify our
business, as well as acquiring businesses or acquiring or licensing products and technologies that we
believe could complement our existing capabilities; in this regard, we expect to invest approximately
HK$100 million to finance the ongoing clinical trials of our third generation drug-eluting stent,
Firehawk, and ongoing research of our fourth generation drug-eluting stent as well as several other
cardiovascular and other vascular products. As of the Latest Practicable Date, our Directors confirm
that our Company has not entered into any agreement nor do we have any definite plans at present in
relation to any potential acquisitions of businesses or potential acquisitions or licensing of products
and technologies;

Š approximately 25%, or HK$311.7 million, to expand our production facilities, including


approximately HK$250.0 million for completion of a new office complex for our headquarters and
principal manufacturing facilities which is expected to be completed in 2012 and have an estimated
annual production capacity of approximately 700,000 to 1,000,000 units of stents and catheters, and
purchase of production and testing equipment;

Š approximately 20%, or HK$249.4 million, to expand our sales, marketing and distribution activities
in China and worldwide in particular the Asia Pacific region (excluding China) and Europe,
including expanding and enhancing our sales, marketing and distribution network by adding more
staff and hiring more distributors and performing multi-center post-launch clinical studies on our
principal products such as drug-eluting stents, enhancing our brand name and market position and
increasing training and education of physicians regarding our products by establishing training and
education centers in China and other activities such as promoting public awareness and early
detection of chronic diseases and post-procedure patient care and services; and

— 11 —
SUMMARY

Š approximately 5%, or HK$62.3 million, to fund working capital and for other general corporate
purposes.

To the extent our net proceeds are either more or less than expected, we will adjust our allocation of the
net proceeds for the above purposes on a pro rata basis.

If the Over-allotment Option is exercised in full, the additional net proceeds of approximately HK$194.1
million, assuming an Offer Price of HK$5.35 per Share, being the mid-point of the indicative Offer Price range,
will be applied in the manner and the proportions stated above.

Pending use of the net proceeds, we intend to invest our net proceeds in short-term, interest-bearing debt
instruments or bank deposits.

SPECIAL INCIDENTS AND INTERNAL CONTROLS

We might have engaged in the past in activities that violated PRC laws or are harmful to our reputation.
In July 2005, the former director of the Division of Medical Devices of SFDA, Mr. Hao Heping, was arrested in
the PRC for asking for and receiving improper gifts and payments from several medical device manufacturers in
China, including from us. In accordance with SFDA’s procedures, Mr. Hao’s signature was a required part of the
approval process in respect of the issuance of a registration certificate for medical devices, and a few of our
products, including Firebird, were initially approved by SFDA when Mr. Hao was in office. According to one of
our former senior executives, he was approached by Mr. Hao in 2003 to assist in paying for certain personal
expenses of Mr. Hao. This former senior executive subsequently communicated the request of Mr. Hao to
Dr. Zhaohua Chang, our founder and Director and chairman of our Company, for our Company to pay for such
expenses. Dr. Zhaohua Chang indirectly provided RMB220,000 in cash from his personal funds for such
purpose. In addition, this former senior executive also provided to Mr. Hao RMB40,000 in 2005, which was
reimbursed by us. In November 2006, Mr. Hao was found guilty of, among other things, requesting and
accepting bribes and was sentenced to 15 years in prison. Mr. Hao filed an appeal which was dismissed in March
2007 and the original ruling was affirmed. In addition, we received in 2007, and may continue to receive,
anonymous letters alleging misconduct by our Company or agents. We have implemented various measures to
address these issues.

For further information, see “Risk Factors — Risks related to our Company — We might have engaged in
activities that violated PRC laws or are harmful to our reputation, and these events or any non-compliance by us
with applicable laws could have a material adverse impact on our business, financial condition and results of
operation.”, “Risk Factors — Risks related to our Company — We have received, and may continue to receive,
anonymous letters alleging misconduct by our Company or agents. Any such complaints may lead to the
discovery of illegal conduct, and even if the allegations are determined to be meritless, the investigation of those
allegations can be costly and significantly divert our management’s attention from the operation of our
business.”, “Regulations — Anti-corruption laws in China,” “Business — Legal proceedings and compliance,”
and “Business — Corporate governance and internal controls” in this prospectus.

— 12 —
DEFINITIONS

In this prospectus, unless the context otherwise requires, the following words and expressions have the
following meanings.

“affiliate” any other person, directly or indirectly, controlling or


controlled by or under direct or indirect common control with
such specified person

“Application Form(s)” WHITE, YELLOW and GREEN Application Form(s), or


where the context requires, any of them

“Articles of Association” or “Articles” the articles of association of our Company, as amended,


supplemented or otherwise modified from time to time

“associates” has the meaning ascribed to it under the Listing Rules

“Beijing Pangerui” Beijing PanGeRui Medical Device Company


( ) (currently named as MP
Lifesciences Beijing), a company established under the laws of
the PRC which, prior to our acquisition, was an independent
third party. We acquired Beijing Pangerui in June 2008 and
renamed it as MP Lifesciences Beijing. MP Lifesciences
Beijing is our indirectly wholly owned subsidiary

“Board” the board of directors of our Company

“business day” any day (excluding Saturday, Sunday or public holidays) on


which banks in Hong Kong are generally open for business

“BVI” the British Virgin Islands

“CAGR(s)” compound annual growth rate

“Cayman Companies Law” the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated
and revised) of the Cayman Islands

“CCASS” the Central Clearing and Settlement System established and


operated by HKSCC

“CCASS Clearing Participant” a person admitted to participate in CCASS as a direct clearing


participant or general clearing participant

“CCASS Custodian Participant” a person admitted to participate in CCASS as a custodian


participant

“CCASS Investor Participant” a person admitted to participate in CCASS as an investor


participant who may be an individual or joint individuals or a
corporation

— 13 —
DEFINITIONS

“CCASS Participant” a CCASS Clearing Participant or a CCASS Custodian


Participant or a CCASS Investor Participant

“China” or “PRC” the People’s Republic of China, but for the purpose of this
prospectus and for geographical reference only and except
where the context requires, references in this prospectus to
“China” and the “PRC” do not apply to Hong Kong, the Macau
Special Administrative Region and Taiwan

“Companies Ordinance” the Companies Ordinance (Chapter 32 of the Laws of Hong


Kong), as amended, supplemented or otherwise modified from
time to time

“Company” or “our Company” MicroPort Scientific Corporation, a company incorporated


under the laws of the Cayman Islands with limited liability on
July 14, 2006

“connected person” has the meaning ascribed to it under the Listing Rules

“Controlling Shareholder” has the meaning ascribed thereto in the Listing Rules and
unless the context requires otherwise, refers to Otsuka
Pharmaceutical

“Covenantors” Otsuka Pharmaceutical, Shanghai Zhangjiang Holdings,


Shanghai Zhangjiang Industry, Shanghai Zhangjiang
Investment, Shanghai ZJ and We’Tron Capital

“Credit Suisse” Credit Suisse (Hong Kong) Limited, which is licensed under
the SFO for type 1 (dealing in securities), type 4 (advising on
securities) and type 6 (advising on corporate finance) regulated
activities as defined under the SFO

“CSRC” China Securities Regulatory Commission


( )

“Device Best” Device Best Technology Limited (currently named as


Shanghai Zhangjiang Investment), a company incorporated
under the laws of Hong Kong which is a wholly owned
subsidiary of Shanghai ZJ and is one of our Shareholders.
Shanghai ZJ acquired the entire outstanding share capital of
Device Best from CMT China Value Capital Partners, L.P. in
September 2009 and renamed Device Best as Shanghai
Zhangjiang Investment in March 2010. To the best knowledge
of our Directors, CMT ChinaValue Capital Partners, L.P. is an
exempted limited partnership established under the laws of the
Cayman Islands and is independent of Shanghai ZJ

“Director(s)” the director(s) of our Company

— 14 —
DEFINITIONS

“FIE(s)” foreign-invested enterprise(s)

“Frost & Sullivan” a market research and consulting company founded in 1961
that provides market research on a variety of industries
including healthcare. Frost & Sullivan is an independent third
party and the report prepared by them in June 2010 and cited
in this prospectus was commissioned by us

“GDP” gross domestic product

“Global Offering” the Hong Kong Public Offering and the International Offering

“GREEN Application Form(s)” the application form(s) to be completed by the White Form
eIPO Service Provider, Computershare Hong Kong Investor
Services Limited

“Group,” “our Group,” “we,” “our” or “us” our Company and its subsidiaries or, where the context so
requires, in respect of the period before our Company became
the holding company of its present subsidiaries (or before such
associated companies became associated companies of our
Company), the businesses operated by such subsidiaries or
their predecessors (as the case may be)

“HK$” or “Hong Kong dollars” or “HK Hong Kong dollars, the lawful currency of Hong Kong
dollars”

“HKFRS” Hong Kong Financial Reporting Standards

“HKSCC” Hong Kong Securities Clearing Company Limited, a wholly


owned subsidiary of Hong Kong Exchanges and Clearing
Limited

“HKSCC Nominees” HKSCC Nominees Limited, a wholly owned subsidiary of


HKSCC

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Hong Kong Offer Shares” the 25,274,000 Offer Shares initially being offered for
subscription at the Offer Price pursuant to the Hong Kong
Public Offering (subject to reallocation as described in
“Structure of the Global Offering” in this prospectus)

“Hong Kong Public Offering” the offer for subscription of the Hong Kong Offer Shares to the
public in Hong Kong at the Offer Price, subject to and in
accordance with the terms and conditions set out in this
prospectus and the Application Forms

“Hong Kong Share Registrar” Computershare Hong Kong Investor Services Limited

“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering whose
names are set out in “Underwriting — Hong Kong
Underwriters” in this prospectus

— 15 —
DEFINITIONS

“Hong Kong Underwriting Agreement” the underwriting agreement dated September 10, 2010 relating
to the Hong Kong Public Offering entered into by, among
others, our Company and the Hong Kong Underwriters, as
further described in “Underwriting” in this prospectus

“independent third party(ies)” a person(s) or company(ies) who/which is or are independent


of and not connected with our Company and our connected
persons

“Info Trinity” Info Trinity Holdings Limited (currently named as Shanghai


Zhangjiang Industry), a company incorporated under the laws
of BVI which is a wholly owned subsidiary of Shanghai ZJ
and is one of our Shareholders. Shanghai ZJ acquired the entire
outstanding share capital of Info Trinity from its individual
shareholders in September 2009 and renamed Info Trinity as
Shanghai Zhangjiang Industry in March 2010. To the best
knowledge of our Directors, Info Trinity, with certain of its
then shareholders being the directors and/or employees of
CMT ChinaValue Capital Partners Limited, was an affiliate of
CMT ChinaValue Capital Partners, L.P., an exempted limited
partnership established under the laws of the Cayman Islands

“International Offer Shares” the 277,466,000 Offer Shares being initially offered by our
Company for subscription at the Offer Price pursuant to the
International Offering together, where relevant, with any
additional Shares issued or sold pursuant to the exercise of the
Over-allotment Option, the number of which is further subject
to reallocation as described in “Structure of the Global
Offering” in this prospectus

“International Offering” the offer and sale of the International Offer Shares to QIBs in
the United States in reliance on Rule 144A or another
exemption under the U.S. Securities Act, and outside the
United States in reliance on Regulation S, as further described
in “Structure of the Global Offering” in this prospectus

“International Purchasers” the initial purchasers of the International Offering whose


names are set out in “Underwriting — International
Purchasers” in this prospectus

“International Purchase Agreement” the purchase agreement relating to the International Offering
and to be entered into by, among others, our Company and the
International Purchasers on or around September 17, 2010, as
further described in “Underwriting” in this prospectus

“Joint Bookrunners” and “Joint Lead Credit Suisse and Piper Jaffray Asia Securities
Managers”

“Joint Sponsors” Credit Suisse and Piper Jaffray Asia

— 16 —
DEFINITIONS

“JPY” or “Japanese yen” Japanese yen, the lawful currency of Japan

“Latest Practicable Date” September 6, 2010, being the latest practicable date prior to the
printing of this prospectus for ascertaining certain information
contained in this prospectus

“Leader City” Leader City Limited, a company incorporated under the laws
of BVI which is our directly wholly owned subsidiary

“Listing” the listing of our Shares on the Main Board

“Listing Committee” the Listing Committee of the Hong Kong Stock Exchange

“Listing Date” September 24, 2010, being the date on which dealings in our
Shares are expected to commence on the Main Board

“Listing Rules” the Rules Governing the Listing of Securities on the The Stock
Exchange of Hong Kong Limited (as amended from time to
time)

“Main Board” the stock exchange (excluding the option market) operated by
the Hong Kong Stock Exchange which is independent from
and operated in parallel with the Growth Enterprise Market of
the Hong Kong Stock Exchange

“Memorandum of Association” or the memorandum of association of our Company, as amended,


“Memorandum” supplemented or otherwise modified from time to time

“MOFCOM” the Ministry of Commerce of the PRC ( )

“MOH” the Ministry of Health of the PRC ( )

“MOHRSS” the Ministry of Human Resources and Social Security of the


PRC ( )

“MOST” the Ministry of Science and Technology of the PRC


( )

“MP B.V.” MicroPort Medical B.V., a company incorporated under the


laws of The Netherlands which is our directly wholly owned
subsidiary

“MP Cayman” MicroPort Medical (Cayman) Corp., a company incorporated


under the laws of the Cayman Islands. We established MP
Cayman in 2001 as a holding company of MP Shanghai and,
as a result of our Reorganization described in “Company
History and Reorganization” in this prospectus, MP Cayman
was dissolved in December 2007

“MP Electrophysiology” Shanghai MicroPort EP MedTech Co., Ltd.


( ), a company established
under the laws of the PRC which is our indirectly wholly
owned subsidiary

— 17 —
DEFINITIONS

“MP Lifesciences Beijing” MicroPort Lifesciences (Beijing) Co., Ltd.


( ) (previously named as
Beijing Pangerui), a company established under the laws of the
PRC which is our indirectly wholly owned subsidiary

“MP Lifesciences Shanghai” Shanghai MicroPort Lifesciences Co., Ltd.


( ), a company established under the
laws of the PRC which is our indirectly wholly owned
subsidiary

“MP Medical” MicroPort Medical Limited, a company incorporated under the


laws of BVI which is our directly wholly owned subsidiary

“MP Orthopedics” Shanghai MicroPort Orthopedics Co., Ltd.


( ), a company established under
the laws of the PRC which is our indirectly wholly owned
subsidiary

“MP Shanghai” MicroPort Medical (Shanghai) Co., Ltd.


( ), a company established under
the laws of the PRC which is our indirectly wholly owned
subsidiary

“NDRC” the National Development and Reform Commission of the


PRC ( )

“NPC” the National People’s Congress of China


( )

“Offer Price” the final offer price per Offer Share (exclusive of brokerage
fee of 1%, SFC transaction levy of 0.004% and Hong Kong
Stock Exchange trading fee of 0.005%) of not more than
HK$6.10 and expected to be not less than HK$4.60, such price
to be agreed upon by us and the Joint Bookrunners on or
before the Price Determination Date

“Offer Share(s)” the Hong Kong Offer Share(s) and the International Offer
Share(s)

“Otsuka Group” Otsuka Holdings and its subsidiaries and affiliates

“Otsuka Holdings” Otsuka Holdings Co., Ltd., a private company incorporated


under the laws of Japan which is the parent company of Otsuka
Pharmaceutical, our Controlling Shareholder. Otsuka Holdings
is controlled by a number of Japanese financial institutions, the
Otsuka Group Employee Shareholding Fund and several
private holding companies and foundations, which held a
combined stake of 34.6% in the company as of March 31,
2010. The remainder of Otsuka Holdings’ shares is held by
approximately 7,000 Japanese individuals

— 18 —
DEFINITIONS

“Otsuka Pharmaceutical” Otsuka Pharmaceutical Co., Ltd., a corporation incorporated


under the laws of Japan which is our Controlling Shareholder.
Otsuka Pharmaceutical is a wholly owned subsidiary of Otsuka
Holdings

“Over-allotment Option” the option granted by us to the International Purchasers


exercisable by the Sole Global Coordinator on behalf of the
International Purchasers pursuant to which our Company may
be required to allot and issue up to an additional aggregate of
37,911,000 new Shares (in aggregate representing 15% of the
Shares initially being offered under the Global Offering) to
cover over-allocation in the International Offering, details of
which are described in “Structure of the Global Offering” in
this prospectus

“PBOC” the People’s Bank of China ( )

“PBOC Rate” the exchange rate for foreign exchange transactions set daily
by PBOC based on the previous day’s China interbank foreign
exchange market rate and with reference to current exchange
rates on the world financial markets

“percent” or “%” percent

“Piper Jaffray Asia” Piper Jaffray Asia Limited, which is licensed under the SFO
for type 1 (dealing in securities) and type 6 (advising on
corporate finance) regulated activities as defined under the
SFO

“Piper Jaffray Asia Securities” Piper Jaffray Asia Securities Limited, which is licensed under
the SFO for type 1 (dealing in securities) and type 4 (advising
on securities) regulated activities as defined under the SFO

“PRC GAAP” the PRC Accounting Standards for Business Enterprises, and
the Applicable Guidance for Accounting Standard for Business
Enterprises and Interpretation of Accounting Standards for
Business Enterprises and other relevant regulations

“Pre-IPO Options” the pre-IPO share options granted under the Pre-IPO Share
Option Schemes

“Pre-IPO Share Option Schemes” the 2004 Option Plan and the 2006 Incentive Plan, the
principal terms of which are summarized under “Statutory and
General Information — Pre-IPO Share Option Schemes” in
Appendix VI to this prospectus

“Price Determination Date” the date, expected to be on or around Friday, September 17,
2010, and in any event not later than Tuesday, September 21,
2010 on which the Offer Price is to be determined by
agreement between us and the Joint Bookrunners

— 19 —
DEFINITIONS

“QIBs” Qualified Institutional Buyers as defined in Rule 144A under


the U.S. Securities Act

“Regulation S” Regulation S under the U.S. Securities Act

“Reorganization” the reorganization of the business comprising our Group, as


described in “Company History and Reorganization” in this
prospectus

“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC

“Rule 144A” Rule 144A under the U.S. Securities Act

“SAFE” the State Administration of Foreign Exchange of the PRC


( )

“SFC” the Securities and Futures Commission of Hong Kong

“SFDA” the State Food and Drug Administration of the PRC


( )

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws
of Hong Kong), as amended, supplemented or modified from
time to time

“Shanghai We’Tron” Shanghai We’Tron Capital Corp, a company established under


the laws of the BVI which is one of our Shareholders
(indirectly through We’Tron Capital). Dr. Zhaohua Chang, our
founder and Director and chairman of our Company, owns
49% equity interest in, and thus controls, Shanghai We’Tron.
The remaining equity interests of Shanghai We’Tron are
owned by three independent third parties which have no
agreement in place to act in concert with respect to their equity
interest in Shanghai We’Tron and do not collectively control
Shanghai We’Tron

“Shanghai Zhangjiang Holdings” Shanghai Zhangjiang Health Solution Holdings Limited


(previously named as SIIC MedTech), a company incorporated
under the laws of Hong Kong which is a wholly owned
subsidiary of Shanghai ZJ and is one of our Shareholders

“Shanghai Zhangjiang Industry” Shanghai Zhangjiang Health Solution Industry Limited


(previously named as Info Trinity), a company incorporated
under the laws of BVI which is a wholly owned subsidiary of
Shanghai ZJ and is one of our Shareholders

“Shanghai Zhangjiang Investment” Shanghai Zhangjiang Health Solution Investment Limited


(previously named as Device Best), a company incorporated
under the laws of Hong Kong which is a wholly owned
subsidiary of Shanghai ZJ and is one of our Shareholders

— 20 —
DEFINITIONS

“Shanghai ZJ” Shanghai ZJ Hi-Tech Investment Corporation, a company


incorporated under the laws of BVI which is one of our
Shareholders (indirectly through Shanghai Zhangjiang
Holdings, Shanghai Zhangjiang Investment and Shanghai
Zhangjiang Industry). The ultimate shareholder of Shanghai ZJ
is the State-owned Assets Supervision and Administration
Commission of the Shanghai Pudong New Area People’s
Government

“Share(s)” ordinary share(s) of nominal value of US$0.00001 each in the


share capital of our Company

“Shareholder(s)” holder(s) of our Share(s)

“Share Option Scheme” the share option scheme conditionally adopted by our
Company on September 3, 2010, the principal terms of which
are summarized under “Statutory and General Information —
Share Option Scheme” in Appendix VI to this prospectus

“Share Option Schemes” the Pre-IPO Share Option Schemes and the Share Option
Scheme

“SIIC MedTech” SIIC MedTech Health Products Limited (currently named as


Shanghai Zhangjiang Holdings), a company incorporated
under the laws of Hong Kong which is a wholly owned
subsidiary of Shanghai ZJ and is one of our Shareholders.
Shanghai ZJ acquired the entire outstanding share capital of
SIIC MedTech from SIMST Medical Science and Technology
Development Limited in June 2009 and renamed SIIC
MedTech as Shanghai Zhangjiang Holdings in March 2010. To
the best knowledge of our Directors, SIMST Medical Science
and Technology Development Limited is a company
incorporated under the laws of BVI and the ultimate
shareholder of SIMST Medical Science and Technology
Development Limited is the State-owned Assets Supervision
and Administration Commission of the Shanghai Municipal
Government of the PRC

“Sole Global Coordinator” Credit Suisse

“Stabilization Manager” Credit Suisse or any of its affiliates or any persons acting for it

“State Council” the State Council of the PRC ( )

“Stock Borrowing Agreement” a stock borrowing agreement expected to be entered into on or


about September 17, 2010 between the Stabilization Manager
or any of its affiliates or any persons acting for it and We’Tron
Capital

“subsidiary(ies)” has the meaning ascribed to it in section 2 of the Companies


Ordinance

— 21 —
DEFINITIONS

“Takeovers Code” the Hong Kong Code on Takeovers and Mergers

“Track Record Period” the period comprising the years ended December 31, 2007,
2008 and 2009 and the three months ended March 31, 2010

“Underwriters” the Hong Kong Underwriters and the International Purchasers

“Underwriting Agreements” the Hong Kong Underwriting Agreement and the International
Purchase Agreement

“U.S.” or “United States” the United States of America, including the District of
Columbia, its territories and possessions

“U.S. Securities Act” the United States Securities Act of 1933, as amended

“US$” or “U.S. dollars” United States dollars, the lawful currency of the U.S.

“VAT” value added tax

“We’Tron Capital” We’Tron Capital China Limited, a company incorporated


under the laws of Hong Kong which is one of our
Shareholders. Dr. Zhaohua Chang, our founder and Director
and chairman of our Company, owns 49% equity interest in,
and thus controls, Shanghai We’Tron which in turn owns
94.19% equity interest in We’Tron Capital

“White Form eIPO” the application for Hong Kong Offer Shares to be issued in the
applicant’s own name by submitting applications online
through the designated website of White Form eIPO at
www.eipo.com.hk

“White Form eIPO Service Provider” Computershare Hong Kong Investor Services Limited

“2004 Option Plan” the 2004 Stock Option Plan approved and adopted by MP
Cayman in February 2004 and assumed by our Company in
January 2007, the principal terms of which are summarized
under “Statutory and General Information — Pre-IPO Share
Option Schemes” in Appendix VI to this prospectus

“2006 Incentive Plan” the 2006 Share Incentive Plan approved and adopted by our
Company in August 2006, the principal terms of which are
summarized under “Statutory and General Information —
Pre-IPO Share Option Schemes” in Appendix VI to this
prospectus

For ease of reference, the names of the PRC established companies or entities, laws or regulations have
been included in this prospectus in both the English and Chinese languages and in the event of any inconsistency,
the Chinese language should prevail.

— 22 —
GLOSSARY

This glossary contains an explanation of certain technical terms used in this prospectus in connection
with our Company and our business. Such terminology and meanings may not correspond to standard
industry meanings or usages of those terms.

“AAA stent graft” an abdominal aortic aneurysm stent graft

“aneurysm” a localized, blood-filled dilation of a blood vessel caused by


disease or weakening of the vessel wall

“angiography” a medical imaging technique used to visualize the inside of


blood vessels and organs of the body, with particular interest
in the arteries, veins and heart chambers

“aorta” the largest artery in the body, originating from the left
ventricle of the heart and extending down to the abdomen,
where it branches off into two smaller arteries. The aorta
brings oxygenated blood to all parts of the body in the
systemic circulation

“arrhythmia” a term for any of a large group of conditions in which there is


abnormal electrical activity in the heart. During an arrhythmia,
the heart beat may be too fast or too slow, and may be regular
or irregular

“atrial fibrillation” or “AF” atrial fibrillation, an abnormal heart rhythm during which the
heart’s two upper chambers (the atria) beat chaotically and
irregularly — out of coordination with the two lower chambers
(the ventricles) of the heart

“bare-metal stent” a metal stent without a drug coating

“cannula” a tube that can be inserted into the body, often for the delivery
or removal of fluid, including the delivery of insulin or
pharmaceutical drugs

“cardiovascular” relating to or affecting heart and blood vessels

“cardiovascular disease” the class of diseases that involves the heart or blood vessels
(arteries and veins)

“carotid stent” a stent used to open blocked or narrowed carotid artery in the
neck area

“catheter” a tube that can be inserted into a body cavity, duct or blood
vessel

“catheter laboratories” an examination room in a hospital or clinic with diagnostic


imaging equipment used to conduct catheter-related
procedures such as inserting stents

— 23 —
GLOSSARY

“cobalt-chromium” an alloy of cobalt and chromium which are two very hard base
metals used in, among other things, various medical devices
and dentistry

“diabetes” a condition in which a person has a high blood sugar (glucose)


level as a result of the body either not producing enough
insulin, or because body cells do not properly respond to the
insulin that is produced. There are two types of diabetes:
Type 1 and Type 2. Type 1 diabetes is an autoimmune disease
(where the immune system reacts against a person’s own cells)
that occurs when the insulin-producing cells within the
pancreas are gradually destroyed and eventually fail to produce
insulin and is most frequently diagnosed in children and young
adults. Type 2 diabetes is much more common than Type 1,
and most patients with this condition are still able to produce
insulin at diagnosis. However, the insulin they produce is
unable to perform its primary job, which is helping the body’s
cells use glucose for energy. Usually this is due to a problem
with the body’s insulin receptors, the location on cells where
insulin binds so that glucose can enter

“dilatation” a process of enlargement or expansion

“distal protective device” a retrievable device placed far away from the area where a
stent is being implemented to capture embolic debris released
during the placement of the stent and prevent such debris from
migrating downstream in the blood vessel

“drug-eluting stent” a stent placed into narrowed, diseased arteries that slowly
releases a drug to block cell proliferation

“electrophysiology” or “EP” electrophysiology, the study of the electrical properties of


biological cells and tissues

“endoscope” a long slender medical instrument for examining the interior of


a bodily organ or performing surgery

“endovascular” relating to or affecting internal blood vessels

“Good Manufacturing Practices” or “GMP” guidelines and regulations issued from time to time by SFDA
to provide quality assurance and ensure that the manufacturing
of medical devices is in compliance with the guidelines and
regulations

“hemostat” a surgical tool usually used to control bleeding

“infusion pump” a medical device that infuses fluids, medication or nutrients


into a patient’s circulation system

“insulin pump” a medical device used for the administration of insulin in the
treatment of diabetes

— 24 —
GLOSSARY

“intracranial stent” a stent used to open up blocked or narrowed blood vessels in


the brain for the prevention of or as a treatment for strokes

“ISO” International Organization for Standardization, a world-wide


federation of national standards bodies

“minimally invasive interventional medical a medical device used in a minimally invasive procedure and
device” whose purpose is to improve health or alter the course of
disease. A minimally invasive procedure encompasses any
procedure (surgical or otherwise) that is less invasive than
open surgery used for the same purpose and typically involves
use of remote-control manipulation of instruments with
indirect observation of the surgical field through an endoscope
or similar device, and are carried out through the skin or
through a body cavity or anatomical opening

“MRI” magnetic resonance imaging, a medical imaging technique


most commonly used in radiology to visualize detailed internal
structures and functions of the body. MRI provides much
greater contrast between the different soft tissues of the body
than computed tomography does, making it especially useful
in neurological, musculoskeletal, cardiovascular, and
oncological imaging. Computed tomography is an x-ray
procedure that uses the help of a computer to produce a
detailed picture of a cross section of the body

“neurovascular” relating to or affecting neuro blood vessels

“nitinol” an alloy of two metals, nickel and titanium, which has the
properties of flexibility and “shape memory” which means it
can return to its original form after being compressed; nitinol
can be used in self-expandable stents

“nutraceuticals” derived from the words “nutrition” and “pharmaceuticals”

“orthopedics” skeletal system

“pacemaker” a medical device that uses electrical impulses, delivered by


electrodes contacting the heart muscles, to regulate the beating
of the heart

“patch insulin pump” a self-contained insulin dosage system that delivers insulin into
a patient via a convenient patch containing a very small needle
which is adhered to the skin

“Patent Cooperation Treaty” an international patent law treaty signed on June 19, 1970. It
provides a unified procedure for filing patent applications to
protect inventions in each of its contracting states

“peripheral” relating to or affecting blood vessels located outside the heart


and the brain

— 25 —
GLOSSARY

“polymer” a large molecule composed of repeating structural units


typically connected by covalent chemical bonds which can be
used to bind a drug coating to a stent

“PTCA” percutaneous transluminal coronary angioplastry, a procedure


used to open blocked coronary arteries caused by coronary
artery disease and to restore arterial blood flow to the heart
tissue without open-heart surgery. In PTCA, the coronary
arteries are widened with the help of a balloon

“restenosis” the reoccurrence of stenosis, a narrowing of a blood vessel,


leading to restricted blood flow. Restenosis usually pertains to
an artery or other large blood vessel that has become narrowed,
received treatment to clear the blockage and subsequently
become narrow again

“sirolimus” a drug which has been proven to be effective in limiting


in-stent restenosis and inflammation around the stent. This
drug is also known as rapamycin

“stent” a metal mesh device designed to be inserted into a vessel to


keep it open

“stent graft” a metal stent covered with non-porous, waterproof film or fiber,
which creates an artificial vessel wall over an aneurysm to
support the blood flow and relieve pressure on the aneurysm

“subcutaneous” under the skin

“TAA stent graft” a thoracic aortic aneurysm stent graft

“Tier I hospitals” smaller local hospitals designated as Tier I hospitals by the


MOH hospital classification system that have fewer than 101
beds and primarily provide more basic healthcare services to
the surrounding community

“Tier I, II and III hospitals” hospitals in China are classified under the MOH-administered
hospital classification system into three tiers based upon a number
of factors, including reputation, the number of doctors and nurses,
total number of in-patient beds, equipment and expertise. The best
and largest hospitals are designated as “Tier III” hospitals, and the
second and third tiers as “Tier II” and “Tier I,” respectively

“Tier II hospitals” regional hospitals designated as Tier II hospitals by the MOH


hospital classification system that have 101 to 500 beds and
provide multiple communities with integrated medical services
and undertake certain educational and scientific research
missions

— 26 —
GLOSSARY

“Tier III hospitals” largest and best regional hospitals in China designated as Tier
III hospitals by the MOH hospital classification system that
have more than 501 beds and provide multiple regions with
high-quality professional medical services and undertake
higher education and scientific research initiatives and are
followed by lower ranked Tier II and Tier I hospitals

“ventricle” a chamber of the heart. The left ventricle of the heart receives
blood from the left atrium and contracts to force it into the
aorta. The right ventricle of the heart receives blood from the
right atrium and forces it into the pulmonary artery

— 27 —
FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements. All statements other than statements of historical
facts contained in this prospectus, including, without limitation, those regarding our future financial position, our
strategy, plans, objectives, goals and targets, future developments in the markets where we participate or are
seeking to participate, and any statements preceded by, followed by or that include the words “believe,”
“expect,” “aim,” “intend,” “will,” “may,” “plan,” “consider,” “anticipate,” “seek,” “should,” “would” or similar
expressions or the negative thereof, are forward-looking statements. These forward-looking statements involve
known and unknown risks, uncertainties and other factors, some of which are beyond our control, which may
cause our actual results, performance or achievements, or industry results, to be materially different from any
future results, performance or achievements expressed or implied by the forward-looking statements. These
forward-looking statements are based on numerous assumptions regarding our present and future business
strategies and the environment in which we will operate in the future. Important factors that could cause our
actual performance or achievements to differ materially from those in the forward-looking statements include,
among others, the following:

Š our goals and strategies;

Š our future business development, financial condition and results of operation;

Š the expected market growth for medical devices in China and elsewhere;

Š market acceptance of our products;

Š our expectations regarding consumer demand for vascular interventional devices, EP devices,
diabetes devices and orthopedic devices;

Š our ability to expand our production, sales and distribution network and other aspects of our
operations and maintain our relationships with our distributors;

Š our ability to stay abreast of market trends and technological advances;

Š our ability to develop new products;

Š our ability to manage our growth effectively;

Š our ability to effectively protect our intellectual property rights and not infringe on the intellectual
property rights of others;

Š competition in the medical device manufacturing industry;

Š PRC governmental policies and regulations relating to the medical device manufacturing industry;

Š PRC government’s involvement in the determination of retail prices of medical devices;

Š fluctuations in general economic and business conditions in China; and

Š other matters described in this prospectus that are not historical facts.

Additional factors that could cause actual performance or achievements to differ materially include, but
are not limited to, those discussed under “Risk Factors” and elsewhere in this prospectus. We caution you not to
place undue reliance on these forward-looking statements which reflect our management’s view only as of the
date of this prospectus. We undertake no obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions,
the forward-looking events discussed in this prospectus might not occur.

— 28 —
RISK FACTORS

In addition to other information in this prospectus, investors should carefully consider the following
risk factors before making any investment decision in relation to the Offer Shares, which may not be typically
associated with investing in equity securities of companies from other jurisdictions. If any of the possible
events described below occur, our business, financial condition and results of operation could be materially
and adversely affected, and the market price of the Offer Shares could fall significantly.

RISKS RELATED TO OUR COMPANY

We have been substantially dependent on sales of our proprietary drug-eluting stents during the Track
Record Period. Our business, financial condition and results of operation would be materially and
adversely affected if sales of these products were to decline.

We have been dependent on Firebird, our proprietary drug-eluting stent, and Firebird 2, our second
generation drug-eluting stent, for a substantial portion of our revenue during the Track Record Period. We
commercially launched Firebird and Firebird 2 in July 2004 and January 2009 (with a small amount of
pre-marketing sales in 2008), respectively. Since its commercial launch, Firebird 2 has replaced Firebird and
become our primary product. Firebird generated approximately 89.4%, 83.7%, 5.8% and 3.0% of our revenue for
the years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010, respectively,
and Firebird 2 generated approximately 3.2%, 80.5% and 83.9% of our revenue for the years ended
December 31, 2008 and 2009 and the three months ended March 31, 2010, respectively. We expect to continue to
derive a substantial majority of our revenue from Firebird 2 in 2010 and 2011. Due to this revenue concentration,
an investment in our Company may entail more risk than investments in companies that offer a wider variety of
products and services. If we are unable to manufacture or sell Firebird 2 due to regulatory, intellectual property
or other reasons, or if Firebird 2 becomes less popular either due to competition from drug-eluting stents
manufactured by our competitors or because of alternative treatments or products, our revenue would
significantly decline, and our business, financial condition and results of operation would be materially and
adversely affected.

Our future growth is dependent upon our ability to develop new products, which requires significant
research and development efforts, clinical trials and regulatory approvals, and our investment in new
products may not result in any commercially viable products.

The market for drug-eluting stents and other medical devices is highly competitive, and market
participants frequently modify their designs to adjust to changing market preferences and develop new designs to
enhance their products and technologies. Therefore, product life cycles are relatively short. As a result, our future
growth is dependent upon our ability to develop and launch new products that meet market demand and any
delays in our product launches may significantly impede our ability to compete.

We expend significant resources on research and development to develop new products and improve our
current product offerings. For example, we have made significant investments in the research and development
of our third generation drug-eluting stent, Firehawk, and other vascular devices, as well as in our newer
initiatives to develop devices for the treatment of arrhythmia, diabetes and orthopedic disorders. If we are unable
to develop and launch these products as anticipated, our ability to maintain or expand our position in the markets
for these products may be adversely impacted. In addition, there can be no assurance that these products will
achieve technological feasibility, obtain regulatory approval or gain market acceptance.

As part of the regulatory process of obtaining approval for our new products from SFDA, we conduct and
participate in numerous clinical trials with a variety of study designs, patient populations and trial endpoints.
Recently, SFDA has required more extensive clinical trials, which has significantly increased the time and
expense required to obtain approval. For example, the approval of our first drug-eluting stent, Firebird, involved
clinical trials on approximately 100 patients and took approximately nine months. In contrast, the clinical trials

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RISK FACTORS

for our third generation drug-eluting stent, Firehawk, which are currently being conducted, are expected to
involve approximately 1,000 patients over three stages, and if such trials are successful, we anticipate that we
may be able to obtain SFDA approval within three years from the commencement of clinical trials. While this
extended approval process creates barriers to entry for competitors who want to obtain approval for new products
that compete with our existing product line, particularly Firebird 2, it will also significantly increase our product
development costs for our newer products.

In addition, unfavorable or inconsistent clinical data from existing or future clinical trials conducted by
us, by our competitors or by third parties may adversely impact our ability to obtain product approvals from
SFDA. Even if we receive SFDA approval for a new product, there can be no assurance that we will obtain the
requisite approvals for the price of such product or that the product will achieve commercial success. In addition,
if patients are unable to obtain reimbursement from governmental or private health insurers for any new or
existing product of ours, they may decide not to use that product. Failure to obtain regulatory approval or market
acceptance for our new products could have a material adverse impact on our business, financial condition,
results of operation and future prospects.

We might have engaged in activities that violated PRC laws or are harmful to our reputation, and these
events or any non-compliance by us with applicable laws could have a material adverse impact on our
business, financial condition and results of operation.

In July 2005, the former director of the Division of Medical Devices of SFDA, Mr. Hao Heping, was
arrested in the PRC for asking for and receiving improper gifts and payments from several medical device
manufacturers in China, including from us. In accordance with SFDA’s procedures, Mr. Hao’s signature was a
required part of the approval process in respect of the issuance of a registration certificate for medical devices,
and a few of our products, including Firebird, were initially approved by SFDA when Mr. Hao was in office.
According to one of our former senior executives, he was approached by Mr. Hao in 2003 to assist in paying for
certain personal expenses of Mr. Hao. This former senior executive subsequently communicated the request of
Mr. Hao to Dr. Zhaohua Chang, our founder and Director and chairman of our Company, for our Company to
pay for such expenses. Dr. Zhaohua Chang indirectly provided RMB220,000 in cash from his personal funds for
such purpose. In addition, this former senior executive also provided to Mr. Hao RMB40,000 in 2005, which was
reimbursed by us.

In November 2006, Mr. Hao was found guilty of, among other things, requesting and accepting bribes
and was sentenced to 15 years in prison. Mr. Hao filed an appeal which was dismissed in March 2007 and the
original ruling was affirmed. Moreover, we were previously fined RMB0.3 million by the Beijing Administration
for Industry and Commerce Feng Tai Branch in June 2005 and by the Shanghai Administration for Industry and
Commerce Hong Kou Branch in October 2005 for promoting our sales in the aggregate amount of approximately
RMB5.9 million by paying hospital sponsor fees or illegal rebates in the aggregate amount of approximately
RMB0.5 million which occurred in 2003 and 2004.

Since these events, we have taken a series of steps to identify and address deficiencies in our internal
controls and established a compliance program in 2007, as discussed in “Business — Corporate governance and
internal controls” in this prospectus, however, we cannot assure you that similar events will not occur in the
future due to weakness in our internal controls or other factors and that Dr. Zhaohua Chang and any members of
our Group will not be subject to further investigation by the relevant government authorities in the future in
connection with the foregoing incidents or any future incidents which may arise. If these occur in the future, we
cannot assure you that we will be able to take effective remedial measures, which could impair our ability to
operate our Company, harm our reputation and materially and adversely affect our business, financial condition
and results of operation.

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RISK FACTORS

If we fail to maintain effective internal controls, we may not be able to accurately report our financial
results or prevent fraud, and our business, financial condition, results of operation and reputation could be
materially and adversely affected.

We will become a public company upon completion of the Global Offering, and our internal controls will
be essential to the integrity of our business and financial results. Our public reporting obligations are expected to
place a strain on our management, operational and financial resources and systems in the foreseeable future.
Since 2007, in order to address our internal control issues and to generally enhance our internal control and
compliance environment, we have taken various measures to improve our internal controls and procedures
including establishing a compliance program, adopting new policies such as a code of business conduct and new
reimbursement and disbursement policies, and providing extensive and ongoing training on our controls,
procedures and policies to our employees. Also, Ms. Yan Zhang, our Director and president, has been serving as
our compliance officer since May 2008 with overall responsibility for implementing and enforcing our internal
control and compliance program. See “Business — Corporate governance and internal controls” in this
prospectus. In addition, in preparation for the Global Offering, we have implemented other measures to further
enhance our internal controls, and plan to take steps to further improve our internal controls. If we encounter
difficulties in improving our internal controls and management information systems, we may incur additional
costs and management time in meeting our improvement goals. We cannot assure you that the measures taken to
improve our financial controls will be effective. If we fail to maintain effective internal controls in the future, our
business, financial condition, results of operation and reputation may be materially and adversely affected.

We have received, and may continue to receive, anonymous letters alleging misconduct by our Company
or agents. Any such complaints may lead to the discovery of illegal conduct, and even if the allegations are
determined to be meritless, the investigation of those allegations can be costly and significantly divert our
management’s attention from the operation of our business.

In May, June and July 2007, we and/or our independent auditors and external legal counsel received three
anonymous complaint letters making various allegations including that our financial statements were materially
incorrect and that Dr. Zhaohua Chang had caused our Company to purchase certain inferior quality raw materials
at inflated prices. In each case, we and certain external advisers conducted an investigation to properly
investigate and address each of the allegations made in the letters. See “Business — Legal proceedings and
compliance” in this prospectus. We may receive additional complaints regarding possible misconduct by our
Company or our agents, such as our distributors, in the future. If we receive additional complaints which are
ultimately substantiated, we may be held liable for any illegal conduct, including becoming subject to civil,
criminal or administrative actions and/or penalties or injunctions or orders with respect to future activities.
Moreover, despite the best efforts of us and our advisers, an investigation may not reveal the existence or full
scope of compliance problems involving our Company or agents due to the inherent limitations of such internal
investigations, including the fact that we may be unable to compel third parties to provide us with requested
information. Finally, even if future complaints are determined to be meritless, the investigation of allegations of
misconduct can be costly and significantly divert our management’s attention from the operation of our business.
In any such case, our business, financial condition, results of operation and reputation could be materially and
adversely affected.

Our business, prospects and brand may be harmed by actions taken by our distributors.

We sell all of our products through distributors, except for a minimal amount of TAA/AAA stent grafts
which were sold directly to hospitals in 2007 and accounted for 0.2% of our revenue for that year. We have
limited ability to manage the activities of our distributors, who are independent from us except for MP B.V. and a
few international distributors who are affiliates of Otsuka Pharmaceutical. Our distributors could take one or

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RISK FACTORS

more of the following actions, any of which could have a material adverse effect on our business, prospects and
brand:

Š breach our agreements with them, including by selling products that compete with our products that
they have contracted to sell for us or by selling our products outside their designated territory,
possibly in violation of the exclusive distribution rights of other distributors;

Š fail to adequately promote our products;

Š fail to provide proper training and service to our end-users; or

Š violate the anti-corruption laws and regulations of China, Hong Kong or other countries.

Failure to adequately manage our distribution network, or non-compliance by distributors with our
distribution agreements could harm our corporate image among end users of our products and disrupt our sales,
resulting in a failure to meet our sales goals. Furthermore, we could be liable for actions taken by our
distributors, including any violations of applicable law in connection with the marketing or sale of our products,
including anti-corruption laws and regulations of China, Hong Kong or other countries. In addition, as we have
limited control over the actions of our distributors, we cannot assure you that they will not breach their
agreements with us or violate relevant laws.

If our distributors violate PRC laws, Hong Kong laws or other applicable laws or otherwise engage in
illegal practices with respect to their sales or marketing of our products, we could be required to pay damages or
fines, which could materially and adversely affect our business, financial condition and results of operation. In
addition, our brand and reputation, our sales activities or the price of our Shares could be adversely affected if
our Company becomes the target of any negative publicity as a result of actions taken by our distributors.

It is also possible that the PRC government or other governmental authorities in countries where we sell
our products could adopt new or different regulations affecting the way in which medical devices are sold to
address anti-corruption or other concerns. Although we are not aware of any new regulations in this regard being
adopted in the PRC or our other principal markets, any such new or different regulations could possibly increase
the cost incurred by our distributors in selling our products or impose restrictions on their sales and marketing
activities, which could in turn increase our cost if, for example, it becomes necessary for us to commence selling
our products directly to hospitals. Because we currently depend entirely on distributors for the sale of our
products, any misconduct by our distributors or changes in the regulatory environment for the sale of medical
devices could have a material adverse impact on our business, financial condition and results of operation.

We depend on a limited number of distributors for a significant portion of our revenue. If we lose one or
more of these distributors and are unable to replace them quickly, we may be unable to effectively market
and sell our products, which could materially and adversely affect our business, financial condition and
results of operation.

As of March 31, 2010, we sold our products to 125 distributors across China and 22 distributors overseas.
We divide the China market primarily into four major geographical regions: the northern region, the eastern region,
the southern region and the southwestern region. For the years ended December 31, 2007, 2008 and 2009 and the
three months ended March 31, 2010, we derived approximately 62.3%, 58.7%, 54.1% and 54.6% of our revenue,
respectively, from the northern region, which is covered by approximately 40% of our domestic distributors. In the
years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010, sales to our five
largest distributors accounted for 58.1%, 54.7%, 46.9% and 55.8% of our revenue, respectively. Sales to our largest
distributor for the same periods accounted for 24.3%, 21.9%, 17.6% and 22.2% of our revenue, respectively. We
believe that we will continue to generate a significant portion of our revenue from a limited number of distributors.
We typically have one-year contracts with our distributors in China, which are renewable upon mutual agreement.

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RISK FACTORS

We cannot assure you that any distributor will continue to purchase our products in the same quantity as in prior
years or that our relationship with any of our distributors will continue. If we lose one or more of our major
distributors and are unable to replace them quickly, we may be unable to effectively market and sell our products,
which could materially and adversely affect our business, financial condition and results of operation.

If we do not manage our growth effectively, our business, financial condition and results of operation may
be materially and adversely affected.

Our objective is to strengthen our position as a leader in developing, manufacturing and marketing medical
devices in China and over time in select international markets. Our growth strategy includes continuing to build a
strong brand, broadening our product portfolio, expanding our production capacity, improving our manufacturing
efficiency, pursuing selective strategic acquisitions and alliances, and expanding our international presence. The
success of our growth strategy will depend on, among other things, our ability to continue to innovate and develop
advanced technology in the highly competitive medical device market in China, maintain our efficient operating
model, attract and retain skilled personnel who have the specialized skills needed to design, develop and
manufacture medical devices, obtain and maintain regulatory approvals and effectively market our products using
our network of distributors and our own sales and marketing team. However, we have limited operational,
administrative and financial resources, which may be inadequate to sustain the growth we seek to achieve. In
particular, in order to implement our growth strategy, we will need to increase our investment in, among other
things, our research and development, manufacturing facilities, marketing and other areas of operations.

As we expand our manufacturing operations to accommodate our planned growth, we may encounter
difficulties associated with managing multiple product lines, especially for products that we have not
manufactured before. We may also experience problems in connection with increasing production scale,
including shortages of qualified personnel to operate our equipment, assemble our products or manage
manufacturing operations as well as shortages of key raw materials for our products. In addition, we may
experience difficulties in producing sufficient quantities of products or in achieving desired product quality. If we
are unable to successfully manage our manufacturing operations to meet our needs, we may not be able to
provide hospitals with the quantity or quality of products they require in a timely manner. This could result in a
decline in the sales of our products, cause us to lose market share and result in reduced revenue, all of which
would have a material adverse effect on our business, financial condition and results of operation. If we are
unable to manage our growth and expansion effectively, our business may be adversely affected.

Future acquisitions of businesses, products, technologies or know-how could materially and adversely
affect our business, financial condition and results of operation if we fail to integrate the acquired
businesses, products or technologies successfully into our existing operations or if we discover previously
undisclosed liabilities.

To enhance our growth, we may acquire businesses, products, technologies or know-how that we believe
would benefit us in terms of product development, technology advancement or distribution network. For
example, we acquired MP Lifesciences Beijing in June 2008 to develop our insulin pump business for the
treatment of diabetes. Our ability to grow through acquisitions depends upon our ability to identify, negotiate,
complete and integrate suitable acquisitions and to obtain any necessary financing. Even if we complete
acquisitions, as we have limited experience with significant acquisitions, we may experience:

Š difficulties in integrating any acquired companies, technologies, personnel or products into our
existing business, particularly integrating different quality management, customer service and other
business functions;

Š delays or failures in realizing the benefits of the acquired company, products or know-how, which
could result from, for example, delays in governmental approvals of products developed by acquired
businesses;

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RISK FACTORS

Š diversion of our management’s time and attention from other business concerns;

Š higher costs of integration than we anticipated; or

Š difficulties in retaining key employees of the acquired business who are necessary to manage these
acquisitions.

If we invest in businesses that operate outside of China or that offer products that are different from our
existing products, these risks may increase because of our limited experience in operating such businesses.

An acquisition could also materially impair our results of operation by causing us to incur debt or
requiring us to amortize acquired intangible assets. We may also discover deficiencies in internal controls, data
adequacy and integrity, product quality and regulatory compliance, and product liabilities in businesses we
acquire which we did not uncover prior to such acquisition. As a consequence, we may become subject to
penalties, lawsuits or other liabilities. Any difficulties in the integration of acquired businesses, product or
technologies or unexpected penalties, lawsuits or liabilities in connection with such businesses, product or
technologies could have a material adverse effect on our business, financial condition and results of operation.

Our limited operating history may make it difficult to evaluate our business, financial performance or
prospects.

Although we commenced operations in May 1998, we only launched Firebird, our proprietary drug-
eluting stent, in July 2004. Since then, our business has experienced significant growth. Our revenue for the years
ended December 31, 2007, 2008 and 2009 was RMB421.3 million, RMB485.2 million and RMB560.7 million,
respectively, representing an increase of 15.2% from 2007 to 2008 and an increase of 15.6% from 2008 to 2009.
For the three months ended March 31, 2009 and 2010, we had revenue of RMB137.6 million and RMB176.7
million, respectively, representing an increase of 28.5%. Due to our limited operating history, our past results
may not provide a meaningful basis for evaluating our business, financial condition, results of operation and
future prospects, and we may not be able to achieve similar results or growth in future periods.

Our historical average inventory turnover days have been relatively long.

Historically, our average inventory turnover days have been relatively long. For the years ended
December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010, our average inventory turnover
days were 304 days, 288 days, 254 days and 244 days, respectively. We generally maintain an inventory level of
one-to-two month sales volume for our finished goods, three to six months supply of our work in progress and
three months to one year supply of our raw materials, and such level will vary according to the demand of our
distributors, sales and production plans. Relatively long inventory turnover days may result in inventory write-
downs, expiration of products or increase in inventory holding costs. For example, we wrote down our
inventories in the amount of RMB9.7 million in 2008 for the film or fiber used in our TAA/AAA stent grafts as
we replaced such inventories with improved film or fiber in 2008. We cannot assure you that we will be able to
shorten our average inventory turnover days, and such failure may have a material adverse effect on our business,
financial condition and results of operation.

If third parties claim that we infringe upon their intellectual property rights, we may incur liabilities and
financial penalties and may have to redesign or discontinue selling the affected product.

The medical device industry is litigious with respect to patents and other intellectual property rights.
Companies operating in our industry routinely seek patent protection for their product designs, and many of our
principal competitors have large patent portfolios. Companies in the medical device industry have used
intellectual property litigation to gain a competitive advantage. Whether a product infringes a patent involves an
analysis of complex legal and factual issues, the determination of which is often uncertain. We face the risk of

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RISK FACTORS

claims that we have infringed on third parties’ intellectual property rights in the countries where we operate,
principally China. In addition, a number of our employees have previously worked for one or more of our
competitors. There can be no assurance that such employees have not used, or will not use in the future, their
previous employers’ proprietary know-how or trade secrets in their work for us, which could result in litigation
against us. Prior to developing major new products, we evaluate existing intellectual property rights. However,
our competitors may also have filed for patent protection which is not as yet a matter of public knowledge or
claim trademark rights that have not been revealed through our searches of relevant public records. Our efforts to
identify and avoid infringing on third parties’ intellectual property rights may not always be successful. Any
claims of patent or other intellectual property infringement, even those without merit, could:

Š be expensive and time consuming to defend;

Š result in us being required to pay significant damages to third parties;

Š cause us to cease making or selling products that incorporate the challenged intellectual property;

Š require us to redesign, reengineer or rebrand our products, if feasible;

Š require us to enter into royalty or licensing agreements in order to obtain the right to use a third
party’s intellectual property, which agreements may not be available on terms acceptable to us or at
all;

Š divert the attention of our management; or

Š result in hospitals and physicians terminating, deferring or limiting their purchase of the affected
products until resolution of the litigation.

In addition, new patents obtained by our competitors could threaten a product’s continued life in the
market even after it has already been introduced.

If our patents and other intellectual property rights do not adequately protect our products, we may lose
market share to our competitors and be unable to operate our business profitably.

Our success depends, in part, on our ability to protect our proprietary technologies. As of the Latest
Practicable Date, we had received a total of 52 patents in China, including 13 invention patents, 38 utility model
patents and one design patent, and two patents in the European Union. In addition, as of the Latest Practicable
Date, we had 83 patent applications pending in China and 11 patent applications pending in the United States, the
European Union and Japan. We also had 25 applications for priority dates pending under the Patent Cooperation
Treaty. Due to the different regulatory bodies and varying requirements in these jurisdictions, we cannot assure
you that we will be able to obtain patent protection for all or any aspects of our products in all or any of these
jurisdictions. The process of seeking patent protection can be lengthy and expensive, and we cannot assure you
that our patent applications will result in patents being issued, or that our existing or future issued patents will be
sufficient to provide us with meaningful protection or commercial advantage. We cannot assure you that our
current or potential competitors, many of which have substantial resources and have made substantial
investments in competing technologies, do not have, and will not obtain, patents that will prevent, limit or
interfere with our ability to make, use or sell our products in either China or other countries, including the United
States, the European Union and other countries in Asia.

We also rely on trade secrets, proprietary know-how and other non-patentable technology, which we seek
to protect through non-disclosure agreements with employees and related parties. We cannot assure you that
these non-disclosure agreements will not be breached, or that our employees have not disclosed, or will not
disclose, any of our trade secrets, proprietary know-how or other non-patentable technology to our competitors or

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RISK FACTORS

other third parties. We also cannot assure you that we will have adequate remedies for any breach, or that our
trade secrets, proprietary know-how and other non-patentable technology will not otherwise become known to, or
be independently developed by, our competitors.

Implementation of PRC intellectual property-related laws has historically been lacking, primarily because of
ambiguities in the PRC laws and difficulties in enforcement. Accordingly, intellectual property rights and
confidentiality protections in China may not be as effective as those in Hong Kong, the United States or other
countries. Policing unauthorized use of proprietary technology is difficult and expensive, and we may need to resort
to litigation to enforce or defend patents issued to us or to determine the enforceability, scope and validity of our
proprietary rights or those of others. Such litigation may require significant expenditure of financial and managerial
resources and could have a material adverse impact on our business, financial condition and results of operation. An
adverse determination in any such litigation will impair our intellectual property rights and may harm our business,
prospects and reputation. In addition, given that the enforceability and scope of protection of proprietary rights in
China are uncertain and still evolving, we may choose not to litigate or spend significant resources in litigation to
enforce our intellectual property rights or to defend our patents against challenges from others.

We manufacture our principal products at our headquarters and package our products primarily in our
other facilities. Any disruption in these manufacturing facilities, or in our planned move to a new facility
which is currently under construction, could cause us to suffer losses and materially and adversely affect
our business, financial condition and results of operation.

We have relied to date on our manufacturing facility located at our headquarters in Zhangjiang Hi-Tech
Park, Shanghai, China for the production of our principal products. We also own three smaller facilities in
Shanghai International Medical Zone, Shanghai, China and lease workspaces in Beijing where we are currently
conducting research and development activities for our EP, diabetes and orthopedic devices, as well as packaging
and storage of our current products. Significant damage to our primary facilities from natural or other causes,
such as floods, fires, earthquakes and typhoons, could be costly and time-consuming to repair and could disrupt
our manufacturing activities. In such an event, we would be forced to rely on third-party manufacturers or seek
alternative facilities, which would need to be approved by SFDA in both cases in order to manufacture medical
devices at such location. Even if we are able to identify such alternative facilities, we may incur additional costs,
and we may experience a disruption in the production of our products until those facilities are available and duly
approved for manufacturing medical devices.

In addition, we do not have a property ownership certificate for a portion of our current headquarters with
an aggregate area of approximately 545 square meters, which is being temporarily used primarily for storage of
materials, research and development activities and as offices. There is no assurance that we will be able to
continue to use the relevant property and/or obtain the relevant property ownership certificate. We may also be
required to relocate or be subject to certain fines. If we are required to cease using this space, we may experience
a disruption in our business operation. Any disruption or delay in our manufacturing capacity could have an
adverse impact on our ability to produce sufficient inventory of our products or may require us to incur additional
expenses in order to produce sufficient inventory, and could impair our ability to meet the demand of hospitals
and physicians which use our products and cause such hospitals and physicians to cancel orders, any of which
could materially and adversely affect our reputation, business, financial condition and results of operation. In
addition, the insurance we maintain for damage to our production facilities and equipment may not be sufficient
to cover all of our potential losses and may not continue to be available to us on acceptable terms, or at all.

In addition, we are in the process of constructing a new office complex in Shanghai into which we will
move our headquarters and our principal manufacturing facilities. This complex is expected to be approximately
70,832 square meters and be completed in 2012. Any delays in the completion of this new complex or problems
in moving our office or production equipment could materially and adversely affect our business, financial
condition and results of operation.

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RISK FACTORS

We are exposed to potential product liability claims and our insurance coverage may be inadequate to
protect us from all liabilities we may incur.

The manufacture and sale of medical devices exposes us to potential risks of product liability claims,
which are time consuming and expensive to defend and may have a material adverse impact on our business,
financial condition and results of operation. As our existing products were developed relatively recently and have
not been used in a clinical setting for a long time, defects or risks that we have not yet identified may give rise to
product liability claims. Our principal operating subsidiary in the PRC, MP Shanghai, is insured for product
liability and clinical trial liability claims worldwide under a comprehensive general liability insurance policy
with a syndicate of insurers including Sompo Japan Insurance Inc. and Ping An Property & Casualty Insurance
Company of China, Ltd. (starting from July 2010), which policy is maintained by Otsuka Holdings, the parent
company of our Controlling Shareholder, Otsuka Pharmaceutical. This policy has an annual aggregate limit of
JPY50 billion (equivalent to approximately RMB4.0 billion), of which JPY100 million (equivalent to
approximately RMB8.1 million) is specifically designated for any claims made by MP Shanghai (starting from
July 2010) and the remainder of the coverage is payable on a first-claim basis for all of the entities the policy
covers, which include MP Shanghai and subsidiaries and affiliates of Otsuka Pharmaceutical. Prior to July 2010,
all of this policy was on a first-claim basis for all such covered entities. This insurance coverage may be
inadequate to protect us from all liabilities arising from product liability claims. If, for any reason, Otsuka
Holdings’ insurance ceases to cover MP Shanghai or Otsuka Holdings decides to remove MP Shanghai from its
insurance policy for whatever reason, we may not be able to obtain a comparable policy to replace it, or any
policy at all. In addition, as Otsuka Holdings’ insurance coverage is on a first-claim basis except for coverage in
the amount of JPY100 million which only covers claims made by MP Shanghai (starting from July 2010), the
aggregate annual insurance coverage may be inadequate to protect us from all our related liabilities if other
insured entities made claims exceeding the annual aggregate limit.

If a product liability claim or series of claims is brought against us for uninsured liabilities or in excess of
our insurance coverage and we are ultimately held liable for such claim or series of claims, our business,
financial condition and results of operation will be materially and adversely affected. Additionally, we could
experience a material design or manufacturing failure in our products, a quality system failure, other safety issues
or heightened regulatory scrutiny that would cause us to cease manufacturing any such products. We may also,
under our own initiative, recall a product if any material deficiency in a device is found. A recall of some of our
products could also result in increased product liability claims. Further, we cannot ensure that physicians will
follow our instructions on the proper usage of our products accurately. If our products are used incorrectly by
physicians, injury may result, which could give rise to product liability claims against us. Any losses that we may
suffer from any liability claims, and the effect that any product liability litigation may have upon the reputation
and marketability of our products, may divert management’s attention from normal business operations and may
have a material adverse impact on our reputation, business, financial condition and results of operation.

Any product recall would damage our brand name and could have a material adverse effect on our
reputation, business, financial condition and results of operation.

Complex medical devices, such as our stents and balloon catheters, sometimes experience problems
resulting from the performance of the products or the way doctors use such products, which in both cases require
review and possible corrective action by the manufacturer. From time to time, we receive feedback from doctors
relating to issues they have encountered while using our products, including technical difficulties in the delivery
or placement of some of our products. We expect that we will continue to receive such feedback from time to
time. Furthermore, component failures, manufacturing errors or design defects could result in danger or injuries
to patients. Any serious failures or defects could cause us to withdraw or recall products, which could result in
significant costs such as repair and product replacement costs. The occurrence of any market withdrawals or
product recalls of our products would damage our brand name and would have a material adverse effect on our
business, financial condition and results of operation.

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RISK FACTORS

If we are unable to recruit, hire and retain skilled and experienced personnel, our ability to effectively
manage our operations and meet our strategic objectives will be harmed.

Our future success depends, in large part, on the continued service of our officers and other key
managerial, scientific, sales and technical personnel. In particular, we are a relatively young company with a
limited operating history, and we rely heavily on our officers and senior management to operate and grow our
business. Moreover, engineering, sales, marketing and clinical research personnel with experience in the medical
device industry in China are scarce. Any loss or interruption of the services of any of our senior management or
key personnel could significantly reduce our ability to effectively manage our operations and meet our strategic
objectives because we cannot assure you that we would be able to locate suitable or qualified replacements. In
addition, we may incur additional expenses and devote significant time to recruit and train new personnel, which
could severely disrupt our business and growth. For example, our internal training for manufacturing personnel
can last for up to several months depending on the position and the experience of the particular recruit, in which
case there can be a lag between the time we initiate recruiting for such personnel and their commencement of
work on our production lines. This lag could potentially interfere with our ability to expand our production
capacity in a timely manner.

Furthermore, as we expect to continue to expand our operations and develop new products, we will need
to continue attracting and retaining experienced management and key personnel. Competition for personnel in
the medical device manufacturing industry is intense, and the availability of suitable and qualified candidates in
China is limited. We compete for such personnel with other medical device companies, academic institutions,
government entities and other organizations, and we expect such competition to intensify as the medical device
industry in China grows. We may be unable to attract or retain the personnel required to achieve our business
objectives and failure to do so could materially and adversely impact our competitiveness, business, financial
condition and results of operation.

We may require additional capital in the future, which may not be available on terms acceptable to us, or
at all.

Our capital requirements depend on many factors, including the amount of expenditures on research and
development and intellectual property and technologies, the number of clinical trials we conduct and new product
development. In addition, our future capital requirements may be substantial as we seek to grow through
acquisitions and investments. To the extent that our existing capital is insufficient to meet these requirements, we
will need to raise additional funds. Any equity or debt financing, if available at all, may be on terms that are not
favorable to us. Equity financings could result in dilution to our Shareholders, and the securities issued in future
financings may have rights, preferences and privileges that are senior to those of our Shares. If our need for
capital arises because of significant losses, the occurrence of these losses may make it more difficult for us to
raise the necessary capital. If we fail to obtain necessary funding on acceptable terms or at all, we may be forced
to delay research and development activities, clinical trials, potential acquisitions and investments or otherwise
curtail or cease operations.

If physicians do not recommend our products, our sales may decline.

Physician recommendation plays an important role in the sales of our products. Physician acceptance of
our products depends on educating the medical community as to the distinctive characteristics, perceived
benefits, safety, clinical efficacy and cost-effectiveness of our products compared with products of our
competitors, and on training physicians in the proper application of our products. If physicians do not
recommend our products, our sales may decline and our business, financial condition and results of operation
may be materially and adversely affected.

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RISK FACTORS

To date, we have primarily focused on training and developing relationships with cardiologists, other
vascular specialists and physicians in catheter laboratories in hospitals as a way of gaining market acceptance for
stent products. As we expand our product offerings to include EP, diabetes and orthopedic devices, we are also
beginning to work with physicians specializing in those areas. We may not be successful in convincing these or
other medical professionals that our products are superior to those of our competitors or to alternate treatments,
especially in our newer product areas where we are less known in the medical community.

RISKS RELATED TO OUR INDUSTRY

As part of its regulation of the medical industry, the PRC government has imposed reductions in the retail
prices of our products periodically in the past and is expected to continue to do so. Ongoing decreases in
the retail prices of our products or limitations on the profit margins we earn could materially and
adversely affect our business, financial condition and results of operation.

In China, the government maintains a high level of involvement in the determination of retail prices of
medical devices, and public hospitals and healthcare institutions are required to purchase high value medical
supplies, including our vascular products, at prices established through a periodic tender process. Since we
commercially launched our first drug-eluting stent, Firebird, in 2004, the tender process has occurred at irregular
intervals, and at each tender, the retail prices of all tendered products, including our products, have been reduced.

The method for conducting the tender process in China has changed frequently in the last several years. In
the first two tenders held in the beginning of 2005 and the second half of 2006, MOH and its counterparts in
eight provinces and municipalities, including Beijing and Shanghai, organized and supervised the negotiation of
retail prices with suppliers through a centralized bidding process to establish the retail prices for the healthcare
institutions within these provinces and municipalities. Hospitals and healthcare institutions in other provinces and
municipalities generally followed the prices established in these tenders. Subsequently, with the promulgation of
the Notice Issued by MOH regarding Further Enhancing the Administration of Centralized Purchasing of
Medical Devices ( ) in June 2007, MOH conducted a
nationwide tender in the second half of 2008 to set medical device retail prices for all hospitals and healthcare
institutions in China until the next tender which MOH indicated would be held in 2009. However, no tender was
held in 2009. Instead, MOH held a national tender only for new products which received SFDA approval
following the last tender (including our peripheral stent system Crownus, our EP catheter FireMagic and our
endovascular device Hercules B) in April 2010. Pursuant to a Notice issued by MOH regarding Centralized
Purchasing of High Value Medical Supplies ( ) in
January 2010, MOH announced that the tender process will be decentralized such that individual provinces and
municipalities will be authorized to hold their own tenders, with the first round of these decentralized tenders to
be completed by October 2010. We cannot be certain, however, whether all provinces’ tenders will be completed
by that time. In addition, there are a number of ambiguities regarding the new decentralized tender process,
including how often tenders will occur in the future, whether large municipalities or hospitals within a province
will be allowed to conduct their own tenders, and whether some provinces will elect to follow the prices set by
other provinces or municipalities rather than conducting their own tender.

Moreover, in November 2009, NDRC, MOH and MOHRSS jointly issued a Notice of Opinion on Reform
of Pricing System of Pharmaceuticals and Medical Services (
), pursuant to which NDRC will strengthen its intervention in the pricing of medical devices
(including high value medical devices), limit the profit margins of the participants in the supply chain for medical
devices and periodically announce market price information of medical devices. Accordingly, NDRC may
determine that our or our distributors’ profit margins of some or all of our products are too high and therefore
lower the retail prices of our products. See “Regulations — Pricing and tender process” in this prospectus.

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RISK FACTORS

In the tenders held in 2005, 2006 and 2008, retail prices for Firebird, our principal product in those
periods, decreased by approximately 20.7% from 2005 to 2006 and 6.1% from 2006 to 2008. We cannot predict
the outcome of the decentralized tenders to be completed by October 2010, although we anticipate further
reductions to the retail prices of our products. In addition, MOH’s decision to decentralize the tender process will
require us to devote additional resources in order to participate in the bidding process of each province, which
may vary and have different procedures or requirements, and the agreed prices of our products may also vary
from province to province. We cannot assure you that we will be able to meet the tender requirements of
different provinces. In addition, if, for any reason, we are excluded from any future bidding process or our bids
are not accepted, we may be unable to sell our products to public hospitals and healthcare institutions until the
next tender is held in the applicable location. The tendering process remains highly uncertain and subject to
change, and if retail prices or the prices paid by our distributors are subject to reductions, our revenue could
decline and our business, financial condition and results of operation could be materially and adversely affected.

Our sales depend to a large extent on the level of insurance reimbursement patients receive for treatments
using our products.

Our ability to sell our products depends to a large extent on the availability of governmental and private
health insurance in China for treatments using our products. China has a complex medical insurance system that
is currently undergoing reform. The governmental insurance coverage or reimbursement level in China for
treatments using new medical devices such as vascular devices is subject to significant uncertainty and varies
from region to region, as local government approvals for such coverage must be obtained in each geographic
region in China. In addition, the PRC government may change, reduce or eliminate the governmental insurance
coverage currently available for treatments using our products. Different products also have different insurance
coverage or reimbursement levels. See “Regulations — Governmental insurance reimbursement program” in this
prospectus.

A majority of our products are subject to reimbursement from governmental health insurers in most major
provinces and municipalities in China, including Firebird and Firebird 2. However, we cannot assure you that the
insurers will not change, reduce or eliminate the coverage currently available for treatments using our products or
extend their coverage to our new products. In addition, insurance companies in China often reimburse patients
for a higher percentage of the product cost if they use a medical device manufactured by a Chinese domestic
company as opposed to an imported device. We cannot be certain that insurers will continue to adopt this
favorable policy in the future.

In the absence of sufficient medical insurance coverage for the use of our products, patients may choose
alternative treatment methods, and hospitals may recommend such alternative treatments, which would reduce
demand for our products and our sales which could in turn materially and adversely affect our business, financial
condition and results of operation.

The impact of the ongoing healthcare reform in China on our business remains uncertain.

In January 2009, the Chinese government approved in principle a healthcare reform plan to address the
affordability of healthcare services, the rural healthcare system and healthcare service quality in China. In March
2009, the Chinese government published the healthcare reform plan for 2009 to 2011, which calls for, among
other things, additional government spending on healthcare of RMB850 billion from 2009 to 2011 to support the
reform plan. Such government spending is expected to be used primarily to (i) establish a basic healthcare
medical insurance regime; (ii) increase the amount of rural and urban population covered by the basic medical
insurance system or the new rural cooperative healthcare medical system to at least 90% by 2011; (iii) build a
basic medicine system that includes a catalog of necessary drugs produced and distributed under government
control and supervision; and (iv) enhance healthcare facilities, including building clinics and hospitals. The
substantial increase in healthcare spending is expected to expedite the growth of the healthcare industry in China.

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RISK FACTORS

However, the PRC government has not yet provided a concrete timetable nor steps to implement certain aspects
of the healthcare reform plan. See “Regulations — Healthcare reform plan” in this prospectus.

The major portion of this increased spending is expected to be directed toward basic healthcare services,
including building additional clinics in rural areas. This expenditure is unlikely to have any direct effect on our
business in the near term as our products are generally used in advanced treatments for vascular diseases and
disorders, which are mainly conducted in Tier III and Tier II hospitals. In addition, we cannot predict the long-
term effect of China’s healthcare reform, including whether spending on catheter laboratories and other facilities
where our products are used will increase.

Our competitors may have substantially greater resources than we do and may be able to develop more
effective products or offer their products at lower prices than we can, which could materially and
adversely impact our business, financial condition and results of operation.

We compete in a highly competitive market, which is significantly affected by the introduction of new
products and price reductions by industry participants. With respect to drug-eluting stents, we primarily compete
against international companies such as Johnson & Johnson (through its Cordis subsidiary), Medtronic, Inc. and
Boston Scientific Corporation and domestic medical device manufacturers such as Beijing Lepu Medical Device,
Inc., Shandong JW Medical Systems Limited and Dalian Yinyi Biomaterials Development Co., Ltd. Abbott
Laboratories also recently commercially launched in China its drug-eluting stent, which is a major drug-eluting
stent in the United States and Europe. In the future, we may also compete against companies which have
obtained approvals from SFDA to manufacture and sell drug-eluting stents in China or companies which have
developed drug-eluting stents but have not entered the vascular device market in China. Other global competitors
in the cardiovascular area include ev3 Inc. and C.R. Bard, Inc. In addition, we face competition from ev3 Inc.,
C.R. Bard, Inc., Medtronic, Inc., Boston Scientific Corporation and Cook Medical, a division of Cook Group
Inc., with respect to other vascular areas. As we expand our product portfolio to include devices for the treatment
of arrhythmia, diabetes and orthopedic disorders, we will face significant competition from domestic and
international manufacturers in those areas as well. For our EP devices, we will be competing primarily with
Johnson & Johnson (through its Cordis subsidiary), St. Jude Medical Inc., Medtronic, Inc., C.R. Bard, Inc. and
Shenzhen APT Medical Device Co., Ltd. In the market for diabetes devices, we will be competing primarily with
Medtronic, Inc. We will be competing with existing domestic and international medical device manufacturers for
our orthopedic devices.

Many of our competitors have already been selling products in China, and those that have not done so, as
well as other device manufacturers, may begin selling products in China in the near future. These companies may
have substantially greater capital resources, broader product lines, greater sales, marketing and management
resources, larger research and development teams and larger production facilities than we do. As a result of the
significant market opportunity for the products we produce and develop and the expected future growth of the
China market, these and other potential competitors have dedicated and are likely to continue to dedicate
significant resources to promote their products in China, which is the primary market in which we compete.
Moreover, the entry of additional domestic manufacturers, which usually have a lower cost structure than
international manufacturers, into the China market could drive down the retail prices of our products and reduce
our profit margins. Our competitors may develop technologies and products that are safer, more effective, easier
to use, less expensive or more readily accepted than ours. Their products could make our technology and
products obsolete or noncompetitive. If we are not able to compete effectively against current and future
competitors, our business, financial condition and results of operation may be materially and adversely affected.

The medical device industry in China is rapidly evolving, and we may be unable to maintain or enhance
our market share in this industry for a variety of reasons.

The medical device industry in China is rapidly evolving due to economic growth in China, changes in
government policies and funding levels, increasing competition and other factors discussed in this prospectus. In

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RISK FACTORS

an effort to maintain and enhance our market share in this highly competitive and changing environment, we
implement special sales policies and discounts, as well as adjust our prices to distributors, from time to time
depending on market conditions. For example, in 2008 we adopted a sales discount policy, primarily for Firebird,
whereby a majority of distributors received one free product for every five products purchased. We discontinued
that sales discount policy in 2009 and commenced offering discounts off the price of certain of our products
when specified sales volume targets are satisfied by distributors. As a result of the foregoing pricing adjustments
and the 2008 government tender described above, the average price of Firebird and Firebird 2 decreased by
17.6% in 2008 compared to the average selling price of Firebird in 2007, and the average price of Firebird and
Firebird 2 decreased slightly between 2008 and 2009. We may be required to adopt additional sales incentives
and/or lower the prices of our products in future periods to remain competitive in the markets in which we
operate.

Our inability to adequately respond to changes in market conditions in a timely manner could have a
material adverse effect on our business, financial condition, results of operation and return on capital
expenditures, which could cause a decline in our growth rates, reduce our revenues and reduce our ability to
maintain our current market share in the minimally invasive interventional device market or achieve our targeted
market share in future periods. In addition, if we cannot maintain our market position, our reputation and brand
name may be materially and adversely affected which could adversely affect our relationships with doctors and
hospital administrators and our long-term ability to effectively market and sell our products or conduct clinical
trials for our new products.

Our products and facilities are subject to extensive regulation, which may subject us to high compliance
costs and expose us to penalties for non-compliance. We may not be able to obtain required regulatory
approvals for our products in a cost-effective manner or at all.

The production and marketing of our products and our ongoing research and development, preclinical
testing and clinical trial activities are subject to extensive regulation and review by governmental authorities both
in China and abroad. PRC and foreign regulations applicable to medical devices are wide-ranging and govern,
among other things, the testing, pre-market review, packaging, advertising, exporting and labeling of new
medical devices. They also regulate the manufacturing processes, tendering, reporting, and record keeping
procedures of medical device manufacturers.

We are required to obtain SFDA approval before we can market our products in China. Significant time,
effort and expense are required to bring our products to market in compliance with the regulatory process, and we
cannot assure you that any of our products will be approved for sale. In addition, as the PRC government has
been increasing the level of regulatory control over the medical device industry in recent years, SFDA approval
process tends to take a longer time to complete than before. We are also required to report any serious or
potentially serious incidents involving our products to SFDA. During the Track Record Period, we have reported
to SFDA a few adverse incidents primarily involving the use of Firebird and Firebird 2, including the loosening
up of stents from the catheter delivery system, breakdown of stent, restenosis and fatalities of patients (which we
believe were not directly caused by our products). Any failure to obtain, or delay in obtaining, regulatory
approvals or clearances or to renew registrations for our products could prevent us from successfully marketing
our products, which could materially and adversely affect our business, financial condition and results of
operation. See “Regulations — SFDA requirements” in this prospectus.

In addition, before selling our products in international markets, we are required to obtain various
governmental approvals in the relevant jurisdictions. Foreign regulations may vary from jurisdiction to
jurisdiction and may be different from PRC regulations and SFDA requirements. For example, certain
jurisdictions such as the European Union may have more stringent requirements on clinical trials and clinical
data than those of SFDA. We cannot assure you that we will be able to meet regulatory requirements of different
jurisdictions or that our products will be approved for sale in those jurisdictions. Additional time, effort and

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RISK FACTORS

expense may be required to bring our products to the international markets in compliance with different
regulatory processes. Any failure to obtain, or delay in obtaining, regulatory approvals or clearances or to renew
registrations for our products could prevent us from successfully marketing our products in the international
markets, which could materially and adversely affect our business, financial condition and results of operation. In
particular, we have applied for CE certification issued by notifying bodies in Europe so that our products
including Firebird will be eligible to bear a CE mark, which means the products comply with the European
Union’s medical device directives and can be sold in countries that recognize such CE mark, which are countries
mainly in the European Union. We cannot be certain whether our clinical data from China will be accepted by
the notifying bodies or if we will be required to conduct new clinical trials in Europe. Our efforts to expand our
international sales will be materially adversely affected if we are not able to obtain the CE mark for our products
or if we are required to spend significant time and resourced on new clinical trials.

Our failure to comply with applicable regulatory requirements could result in governmental agencies in
the relevant jurisdictions:

Š imposing fines and penalties on us;

Š preventing us from manufacturing or selling our products;

Š bringing criminal charges against us;

Š delaying the introduction of our new products into the market;

Š recalling or seizing our products; or

Š withdrawing or denying approvals or clearances for our products.

We could also be subject to civil liabilities if we fail to comply with applicable regulatory requirements.

If any or all of the foregoing were to occur, we may not be able to meet the demands of hospitals and
physicians which use our products and they may cancel orders or purchase products from our competitors.

Even if regulatory approval or clearance of our products is granted, the approval or clearance could limit
the uses for which our products may be labeled and promoted, which may in turn limit the market for our
products. Further, for a marketed product, we and our facilities are subject to periodic reviews and inspections by
SFDA and in any other jurisdictions where the product has been approved for sale. Subsequent discovery of
problems with any of our products or facilities may result in restrictions being imposed on us, including
withdrawal of a product from the market or other enforcement actions. In addition, regulatory agencies may not
agree with the extent or speed of corrective actions we take in relation to product or manufacturing problems.

Because we are subject to extensive regulation in the jurisdictions in which we operate, including China,
the Asia Pacific region, South America and Europe, we are subject to the risk that regulations could change in a
way that would expose us to additional costs, penalties or liabilities. If additional regulatory requirements are
implemented in the countries in which we sell our products, the cost of developing or selling our products may
increase.

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RISK FACTORS

RISKS RELATED TO DOING BUSINESS IN CHINA

The recent global market fluctuations, economic downturn and decline in the availability of credit could
materially and adversely affect our business, financial condition and results of operation.

The global capital and credit markets have been experiencing extreme volatility and disruption in recent
periods. Concerns over inflation or deflation, energy costs, geopolitical issues, the availability and cost of credit,
the U.S. mortgage market and a declining residential real estate market in the U.S. and elsewhere have
contributed to significant levels of market volatility and diminished expectations for the global economy and the
capital and consumer markets in the future. These factors, combined with volatile oil prices, declining business
activities and consumer confidence and increased unemployment, have precipitated an economic slowdown and a
possible prolonged global recession. These events have led to a slowdown in the Chinese economy in recent
periods and which could continue in the future. As a result, demand for our products may significantly decrease,
thereby materially and adversely affecting our business, financial condition and results of operation.

In addition, the availability of credit to entities, such as ourselves, operating within emerging markets is
significantly influenced by levels of investor confidence in such markets as a whole, therefore, any factor that
impacts market confidence (for example, a decrease in credit ratings or state or central bank intervention in one
market) could affect the cost or availability of funding for entities within any of these markets. The recent
economic slowdown and global recession have affected the global credit market and resulted in reduced liquidity,
greater volatility, widening of credit spreads, lack of price transparency in credit markets and a reduction in
available financing. It is difficult to predict how long these conditions will prevail and the extent to which we
may be affected. Prolonged disruptions to the global credit markets could limit our ability to borrow funds in the
future, which could materially and adversely affect our liquidity, business, financial condition, results of
operation and future prospects.

Changes in political or economic policies, and a slowdown in the economy of the PRC may have a material
adverse impact on our business, financial condition and results of operation.

Substantially all of our assets are currently located in the PRC. A substantial part of our revenue is
generated from products manufactured and sold in the PRC, and we expect this situation to continue in the near
future. As a result, our business, financial condition, results of operation and future prospects are and will
continue to be subject to political, economic and legal developments in the PRC to a significant degree. The PRC
economy differs from the economies of most developed countries in many respects, including the extent of
government involvement, allocation of resources, capital reinvestment, level of development, growth rate, and
control of foreign exchange.

Historically, the PRC economy was centrally-planned, with a series of economic plans promulgated and
implemented by the PRC government. Since 1978, the PRC government has been promoting economic and
political reforms. The PRC has gradually shifted from a planned economy toward a market-oriented economy.
However, continued governmental control of the economy may adversely affect us. We cannot assure you that
the PRC government will continue to pursue economic reforms. A variety of policies and measures that could be
taken by the PRC government to regulate the economy, including the introduction of measures to control
inflation, deflation, or regulate economic growth, changes in the rates or methods of taxation, or the imposition
of additional restrictions on currency conversions and remittances abroad, could materially and adversely affect
our business, financial condition and results of operation.

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RISK FACTORS

Changes and uncertainties in the PRC legal system may have a material adverse impact on our business,
financial condition and results of operation.

The PRC is still in the process of developing a comprehensive statutory framework. Since 1979, the PRC
government has established a commercial law system, and significant progress has been made in promulgating
laws and regulations relating to economic affairs and matters such as corporate organization and governance,
foreign investment, commerce, taxation and trade. However, many of these laws and regulations are relatively
new, and the implementation and interpretation of these laws and regulations remain uncertain in many areas.
Consequently, developments and changes in PRC laws and regulations, including their interpretation and
enforcement, may have a material adverse effect on our business, financial condition and results of operation.

PRC regulations, particularly SAFE Circular No. 75 relating to acquisitions of PRC companies by foreign
entities, may limit our ability to acquire PRC companies and adversely affect the implementation of our
strategy as well as our business and prospects.

In 2005, SAFE issued a number of rules regarding offshore investments by PRC residents. The currently
effective rule, the Circular on Several Issues Relating to the Administration of Foreign Exchange in Fund-Raising
and Return Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Companies
( ) known as SAFE
Circular No. 75, was issued in October 2005 and further clarified by the Notice of the General Affairs Department
of the State Administration of Foreign Exchange on Release of Operative Directives for the “Circular on Several
Issues Relating to the Administration of Foreign Exchange in Fund-Raising and Return Investment Activities of
Domestic Residents Conducted via Offshore Special Purpose Companies” (
)
(“Circular No. 106”) issued by SAFE in May 2007.

SAFE Circular No. 75 requires domestic residents of the PRC to register with and receive approvals from
SAFE before establishing or controlling any company outside China for the purpose of capital financing with assets
or equities of PRC companies, referred to therein as a “special purpose company.” PRC domestic residents who are
beneficial owners of special purpose companies and have completed reverse investments but did not make foreign
exchange registrations for overseas investments before November 1, 2005 were retroactively required to register
with the local SAFE branch before March 31, 2006. PRC domestic residents who are beneficial owners of special
purpose companies are also required to amend their registrations with the local SAFE branch in certain
circumstances. Circular No. 106 further defines PRC domestic residents as “natural persons who do not hold legal
PRC domestic resident identity but customarily live in the PRC due to the link of economic interest” and these
persons mainly fall into the following three categories: (i) natural persons who have permanent residence in the
PRC, but are away from their permanent residence temporarily and are staying overseas to travel, study, receive
medical treatment, work, or for other reasons, but will return to their permanent residence when such reasons no
longer apply; (ii) natural persons who hold a domestically funded equity interest in a domestic enterprise; and
(iii) natural persons who originally held a domestic equity interest, and who are still the ultimate holders of such
interest, even though such interest has converted into a foreign funded equity interest. See “Regulations —
Regulation of foreign exchange in certain onshore and offshore transactions” in this prospectus.

To our knowledge and as advised by our PRC counsel, Jun He Law Offices, one of our Shareholders who
is a PRC domestic resident, Dr. Zhaohua Chang (our founder and Director and chairman of our Company), has
made the relevant application and filing with the Shanghai branch of SAFE and has obtained the applicable
registration and approval required by these SAFE regulations. We have made the relevant applications with the
Shanghai branch of SAFE for our other minority shareholders who are PRC domestic residents and became our
Shareholders as a result of the exercise of their share options under the Pre-IPO Share Option Schemes.
Nevertheless, we were advised by the Shanghai branch of SAFE that these applications would not be accepted

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RISK FACTORS

and the Shanghai branch of SAFE has ceased accepting applications for registering the overseas investment of
PRC domestic residents as a result of exercising share options prior to the listing of a company. The Shanghai
branch of SAFE did not explain the reason for not accepting such applications and advised that we could apply
for registration after the Listing pursuant to the Share Option Rule (as defined in the next risk factor) which
provides that the overseas investments of PRC citizens in the employee share option or share incentive plan of an
overseas listed company are required to be registered with SAFE. We cannot assure you, however, that we will
be able to obtain applicable registrations and approvals required by these SAFE regulations for our minority
shareholders after the Listing. Further, there may be additional PRC domestic resident Shareholders, whose
actions we do not control, who are not in compliance with the registration procedures set forth in SAFE Circular
No. 75. The failure or inability of our PRC domestic resident beneficial owners to comply with SAFE rules and
the registration procedures may subject these beneficial owners or our PRC subsidiaries to fines and legal
sanctions; restrict our cross-border cash flows; limit our PRC subsidiaries’ ability to distribute dividends, repay
foreign loans or make other outbound payments; limit our ability to make capital contributions, or foreign
exchange-denominated loans to our PRC subsidiaries or other inbound payments; or otherwise adversely affect
our business. Moreover, failure to comply with SAFE registration requirements could result in liabilities under
PRC laws for evasion of foreign exchange restrictions.

As it is uncertain how the SAFE regulations will be interpreted or implemented, we cannot predict how
these regulations will affect our business operations or future strategy. For example, we may be subject to a more
stringent review and approval process with respect to our foreign exchange activities, such as remittance of
dividends and foreign currency-denominated borrowings, which may materially and adversely affect our
business, financial condition and results of operation. In addition, if we decide to acquire a PRC domestic
company, we cannot assure you that we or the owners of such company, as the case may be, will be able to
obtain the necessary approvals or complete the necessary filings and registrations required by the SAFE
regulations. This may restrict our ability to implement our acquisition strategy and could materially and
adversely affect our business, financial condition, results of operations and future prospects.

Failure to comply with PRC regulations in respect of the registration of our PRC citizen employees’ share
options may subject such employees or us to fines and legal or administrative sanctions.

In December 2006, PBOC promulgated the Administrative Measures for Individual Foreign Exchange
( ), which set forth the respective requirements for foreign exchange transactions by PRC
individuals under either the current account or the capital account. The Implementation Rules of the
Administrative Measures for Individual Foreign Exchange ( ), issued in January 2007
by SAFE, specify the approval requirements for PRC citizens who are granted shares or share options by an
overseas listed company according to its employee stock ownership plan or stock option plan.

In March 2007, SAFE promulgated the Processing Guidance on Foreign Exchange Administration for
Domestic Individuals Participating in Employee Stock Holding Plans or Stock Option Plans of Overseas-Listed
Companies ( ) (the “Share Option Rule”).
According to the Share Option Rule, PRC citizens who are granted shares or share options by an overseas listed
company according to its employee share option or share incentive plan are required, through the PRC subsidiary
of such overseas listed company or other qualified PRC agents, to register with SAFE and complete certain other
procedures related to the share option or other share incentive plan. Foreign exchange income from the sale of
shares or dividends distributed by the overseas listed company may be remitted into a foreign currency account
of such PRC citizen or be exchanged into Renminbi. In addition, the overseas listed company or its PRC
subsidiary or other qualified PRC agent is required to appoint an asset manager or administrator, appoint a
custodian bank and open dedicated foreign currency accounts to handle transactions relating to the share option
scheme or other share incentive plan. We and our PRC citizen employees who have been and will be granted
share options (“PRC option holders”) will be subject to these rules upon Listing. If we or our PRC option holders

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RISK FACTORS

fail to comply with these rules in the future, we or our PRC option holders may be subject to fines and other legal
or administrative sanctions. See “Regulations — Regulations on employee share options” in this prospectus.

Restriction of payment of dividends under PRC law and the tax exemptions on dividends received by our
Company and our Shareholders may be affected by the Corporate Income Tax Law.

Under PRC laws, dividends may be paid only out of distributable profits. Distributable profits with regard
to the subsidiaries of our Company incorporated in the PRC, including MP Shanghai, mean their respective after
tax profits as determined under PRC GAAP, less any recovery of accumulated losses and allocations to statutory
funds that they are required to make. Any distributable profits that are not distributed in a given year are retained
and available for distribution in subsequent years. The calculation of distributable profits under PRC GAAP
differs in many aspects from the calculation under HKFRS. As a result, our PRC subsidiaries may not be able to
pay any dividend in a given year to our Company if they do not have distributable profits as determined under
PRC GAAP, even if they have profits for that year as determined under HKFRS. Accordingly, since we derive all
of our profits from our PRC subsidiaries, we may not have sufficient distributable profits to pay dividends to our
Shareholders, even if there is such an amount as shown in our accounts prepared under HKFRS.

In addition, our Company was incorporated under the laws of the Cayman Islands and indirectly holds
interests in MP Shanghai, MP Lifesciences Shanghai, MP Lifesciences Beijing, MP Orthopedics and MP
Electrophysiology. The Corporate Income Tax Law ( ) (the “CIT Law”), which
became effective on January 1, 2008, and its implementation rules stipulate that if an entity is deemed to be a
non-PRC resident enterprise without an office premises in the PRC, withholding tax at the rate of 10% will be
applicable to any dividends paid to it by its PRC subsidiary, unless it is entitled to reduction or elimination of
such tax, including by tax treaties.

Moreover, the CIT Law provides that, if an enterprise incorporated outside the PRC has its “de facto
management organization” located within the PRC, the enterprise may be recognized as a “PRC resident
enterprise” and thus may be subject to an enterprise income tax at the rate of 25% on its worldwide income.
Under the implementation rules for the CIT Law, “de facto management bodies” is defined as the bodies that
have material and overall management control over the business, personnel, accounts and properties of an
enterprise. In April 2009, the PRC tax authority promulgated a circular to clarify the criteria for determining
whether the “de facto management bodies” are located within the PRC for enterprises incorporated overseas with
controlling shareholders being PRC enterprises. However, the relevant PRC laws and regulations remain unclear
regarding how the PRC tax authorities will treat an overseas enterprise invested or controlled by another overseas
enterprise as in our case. Substantially all of our management team members reside in the PRC. If most of them
continue to reside in the PRC, our Company may be deemed a PRC resident enterprise and therefore subject to
the PRC enterprise income tax at a rate of 25% on our worldwide income, which excludes the dividends received
directly from another PRC resident enterprise. In that case, our Company’s distributable profits may be adversely
affected. See “Regulations — Tax” in this prospectus.

Dividends payable by us to our investors and gains on the sale of our Shares may become subject to
withholding taxes under PRC tax laws.

Under the CIT Law and its implementation rules, PRC income tax at the rate of 10% is applicable to
dividends payable to investors that are “non-resident enterprises” (and that do not have an establishment or place
of business in the PRC, or that have an establishment or place of business but the relevant income is not
effectively connected with the establishment or place of business) to the extent such dividends have their sources
within the PRC. Similarly, any gain realized on the transfer of shares by such investors is also subject to 10%
PRC income tax if the gain is regarded as income derived from sources within the PRC. If we are considered a
PRC “resident enterprise,” it is unclear whether the dividends we pay with respect to our Shares, or the gain

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RISK FACTORS

investors may realize from the transfer of our Shares, would be treated as income derived from sources within the
PRC and be subject to PRC tax. If we are required under the CIT Law to withhold PRC income tax on our
dividends payable to our foreign Shareholders, or if investors are required to pay PRC income tax on the transfer
of their Shares, the value of their investment in our Shares may be materially and adversely affected.

Our PRC subsidiaries, including MP Shanghai, are subject to existing restrictions on paying dividends or
making other distributions to us, and changes in foreign exchange regulations may materially and
adversely affect our business, financial condition and results of operation.

We are a holding company incorporated in the Cayman Islands, and we rely on dividends paid by our
PRC operating subsidiaries, including MP Shanghai, for our cash requirements, including the funds necessary to
pay dividends and other cash distributions to our Shareholders, to service any debt we may incur, and to pay our
operating expenses. PRC regulations currently permit payment of dividends only out of distributable profits, as
determined in accordance with PRC GAAP, which differ in many aspects from generally accepted accounting
principles in other jurisdictions, including HKFRS. Our PRC subsidiaries are required to set aside at least 10% of
their respective distributable profits after tax each year, if any, to fund certain reserve funds, until the aggregate
accumulated reserve funds exceed 50% of their respective registered capital. Of our PRC subsidiaries, as of
March 31, 2010, only MP Shanghai’s statutory reserve funds have reached this 50% threshold. These reserve
funds cannot be distributed as cash dividends. In addition, if any of our PRC subsidiaries incurs debt on its own
or enters into certain other agreements in the future, the instruments governing the debt or such other agreements
may restrict its ability to pay dividends or make other distributions to us. Therefore, these restrictions on the
availability and usage of our major source of funding may materially and adversely affect our ability to pay
dividends to our Shareholders and to service our debts.

We receive substantially all of our revenue in RMB, which is not freely-convertible into other currencies.
As a result, any restriction on currency exchange may limit the ability of our PRC subsidiaries to use our revenue
generated in RMB to pay dividends to us. Under existing foreign exchange regulations in the PRC, following
completion of the Global Offering, our PRC subsidiaries may make payment of dividends without prior approval
from SAFE by producing documents including but not limited to commercial documents evidencing dividend
allocation, provided that they are processed through PRC banks licensed to engage in foreign currency
transactions. The PRC government has stated publicly that it intends to make the RMB freely convertible in the
future. However, uncertainty exists as to whether the PRC government may restrict access to foreign currency for
current account transactions if foreign currency becomes scarce in the PRC, in which case our ability to pay
dividends or satisfy other foreign exchange requirements may be adversely affected.

Any change in the preferential tax treatment we currently enjoy in the PRC may have a material adverse
impact on our business, financial condition and results of operation.

On March 16, 2007, NPC passed the CIT Law. The CIT Law which became effective on January 1, 2008
replaced the previous two separate tax legal regimes for FIEs and Chinese domestic companies and imposes a
single uniform income tax rate of 25% for all enterprises, including FIEs, unless they qualify under certain
exceptions. Although the CIT Law revokes many of the previous tax exemption, reduction and preferential
treatments which were applicable to FIEs, it contemplates various transition periods and measures for previous
preferential tax policies enjoyed by the FIEs. FIEs which were established before the promulgation of the CIT
Law and were previously entitled to a lower income tax rate will be entitled to a grace period of five years, and
enterprises which were entitled to the fixed-term preferential tax exemption or reduction will continue to enjoy
such preferential treatment until the expiration of the specified terms, except that the relevant exemption or
reduction shall start from January 2008 if the first profit-making year for commencing the relevant exemption or
reduction is later than 2008.

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RISK FACTORS

Our principal operating subsidiary, MP Shanghai, was exempt from enterprise income tax until 2005, and
its enterprise income tax rate for 2006, 2007, 2008, 2009 and 2010 was 7.5%, 7.5%, 9%, 15% and 15%,
respectively. See “Regulations — Tax” in this prospectus. We cannot assure you that MP Shanghai will continue
to be subject to a preferential tax rate, and, accordingly, MP Shanghai may be subject to the regular income tax
rate of 25%, which would materially and adversely affect our business, financial condition and results of
operation.

Fluctuations in the value of the Renminbi may have a material adverse effect on your investment.

The value of the Renminbi against the U.S. dollar, Euro and other currencies may fluctuate and is affected
by, among other things, changes in China’s political and economic conditions. The conversion of Renminbi into
foreign currencies, including U.S. dollars, has historically been set by PBOC. On July 21, 2005, the PRC
government changed its policy of pegging the value of the Renminbi to the U.S. dollar. Under the new policy, the
Renminbi is permitted to fluctuate within a band against a basket of certain foreign currencies, determined by
PBOC, against which it can rise or fall by as much as 0.3% each day. On May 21, 2007, the PRC government
further widened the daily trading band from 0.3% to 0.5%. Between July 21, 2005 and December 31, 2009, the
Renminbi has appreciated significantly against the U.S. dollar. There remains significant international pressure
on the PRC government to further liberalize its currency policy, which could result in a further and more
significant appreciation in the value of the Renminbi against the U.S. dollar.

As we rely on dividends paid to us by our PRC subsidiaries, including MP Shanghai, any significant
revaluation of the Renminbi may have a material adverse effect on our revenue and financial condition, and the
value of any dividends payable on our Shares in foreign currency terms. In addition, even though substantially all
of our revenue and expenses are denominated in RMB, fluctuations in exchange rates may nonetheless in the
future adversely affect the value of our net assets, earnings or any declared dividends. Also, any unfavorable
movement in the exchange rate may lead to an increase in our costs or a decline in sales, which could materially
and adversely affect our business, financial condition and results of operation.

PRC regulation of direct investment and loans by offshore holdings companies to PRC entities may delay
or limit us from using the proceeds of the Global Offering to make additional contribution or loans to our
PRC subsidiaries.

Any capital contribution or loans that we, as an offshore entity, make to our PRC subsidiaries, including
from the proceeds of the Global Offering, are subject to PRC regulations. For example, any of our loans to our
PRC subsidiaries cannot exceed the difference between the total amount of investment that our respective PRC
subsidiaries are approved to make under relevant PRC laws and their respective registered capital, and any such
loans must be registered with the local branch of SAFE. In addition, our additional capital contributions to our
PRC subsidiaries must be approved by MOFCOM or its local counterpart. We cannot give assurance that we will
be able to obtain these approvals on a timely basis, or at all. If we fail to obtain such approvals, our ability to
make equity contribution or provide loans to our PRC subsidiaries or to fund its operations may be adversely
affected, which could harm our PRC subsidiaries’ liquidity and their ability to fund their working capital and
expansion projects and meet their obligations and commitments.

In addition, in August 2008, SAFE promulgated Circular 142 (


), a notice regulating the conversion by a foreign-invested
company of foreign currency into Renminbi by restricting how the converted Renminbi may be used. Circular
142 requires that Renminbi converted from the foreign currency-denominated capital of a foreign-invested
company may only be used for purposes within the business scope approved by the applicable governmental
authority and may not be used for equity investments within the PRC unless otherwise specifically provided for.
In addition, SAFE strengthened its oversight over the flow and use of Renminbi funds converted from the foreign
currency-denominated capital of a foreign-invested company. The use of such Renminbi may not be changed

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RISK FACTORS

without approval from SAFE, and may not be used to repay Renminbi loans if the proceeds of such loans have
not yet been used. Violations of Circular 142 may result in severe penalties, including substantial fines as set
forth in the Foreign Exchange Administration Regulations ( ).

The enforcement of the Labor Contract Law and other labor-related regulations in the PRC may
materially and adversely affect our business, financial condition and results of operation.

On June 29, 2007, NPC enacted the Labor Contract Law ( ), which became effective on
January 1, 2008. Compared with the PRC Labor Law, which took effect on January 1, 1995, the Labor Contract
Law imposes more stringent requirements on employers in relation to entry into fixed term employment contracts
and dismissal of employees. In addition, under the Regulations on Paid Annual Leave for Employees
( ), which became effective on January 1, 2008, employees who have served continuously for
more than one year with an employer are entitled to a paid vacation ranging from five to 15 days, depending on
the length of the employees’ service. Employees who consent to waive such vacation at the request of employers
shall be compensated at an amount equal to three times their normal salaries for each vacation day being waived.
As a result, our Group’s labor costs may increase. There is no assurance that any dispute, work stoppage or strike
will not arise in the future. Increases in our Group’s labor costs and future disputes with our employees could
materially and adversely affect our business, financial condition and results of operation.

We are subject to a wide variety of environmental regulations, and any failure to comply with these
regulations or to control the associated costs could harm our business.

We are required to comply with various and extensive environmental, health and safety laws and
regulations promulgated by the PRC government and the governments of the overseas jurisdictions in which we
operate. If we fail to comply with these laws and regulations, we could be exposed to penalties, fines, suspension
or revocation of our licenses or permits to conduct business, administrative proceedings and litigation. Given the
magnitude and complexity of these laws and regulations, the compliance with them or the establishment of
effective monitoring systems may be onerous or require a significant amount of financial and other resources. As
these laws and regulations continue to evolve, we cannot give assurance that the PRC government or the
governments of other overseas jurisdictions in which we may have future operations will not impose additional
or more onerous laws or regulations, compliance with which may cause us to incur significantly increased costs.
Such events could materially and adversely affect our business, financial condition and results of operation.

It may be difficult to effect service of process upon us or our Directors or senior management who reside
in the PRC or to enforce against us or them judgments obtained from non-PRC courts.

We are incorporated in the Cayman Islands. The majority of our Directors and senior management reside
in the PRC. Almost all of our assets and some of the assets of those Directors and senior management are located
within the PRC. Therefore, it may not be possible for investors to effect service of process upon us or those
persons inside the PRC. The PRC has not entered into treaties or arrangements providing for the recognition and
enforcement of judgments made by courts of most other jurisdictions. On July 14, 2006, Hong Kong and the PRC
entered into the Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and
Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative Region
Pursuant to Choice of Court Agreements Between Parties Concerned (
) (the “Arrangement”), pursuant to which a party with
a final court judgment rendered by a Hong Kong court requiring payment of money in a civil and commercial
case according to a choice of court agreement in writing may apply for recognition and enforcement of the
judgment in the PRC. Similarly, a party with a final judgment rendered by a PRC court requiring payment of
money in a civil and commercial case pursuant to a choice of court agreement in writing may apply for
recognition and enforcement of such judgment in Hong Kong. A choice of court agreement in writing is defined

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RISK FACTORS

as any agreement in writing entered into between parties after the effective date of the Arrangement in which a
Hong Kong court or a PRC court is expressly designated as the court having sole jurisdiction for the dispute.
Therefore, it is not possible to enforce a judgment rendered by a Hong Kong court in China if the parties in
dispute do not agree to enter into a choice of court agreement in writing. As a result, it may be difficult or
impossible for investors to effect service or process against our assets or Directors or senior management in
China in order to seek recognition and enforcement for foreign judgments in China.

Furthermore, the PRC does not have treaties or agreements providing for the reciprocal recognition and
enforcement of judgments awarded by courts of the United States, the United Kingdom, or most other western
countries or Japan. Hence, the recognition and enforcement in the PRC of judgments of a court in any of these
jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or even
impossible.

We may be subject to acts of God, acts of war and epidemics which are beyond our control and which may
cause damage, loss or disruption to our business.

Our business is subject to general economic and social conditions in the PRC. Natural disasters,
epidemics and other acts of God which are beyond our control may adversely affect the economy, infrastructure
and livelihood of the people in the PRC. Some cities in the PRC are under the threat of flood, earthquake,
sandstorm, snowstorm, fire or drought. For instance, a serious earthquake and its successive aftershocks hit
Sichuan province in May and June of 2008, resulting in tremendous loss of lives and injury and destruction of
assets in the region. In April 2009, a swine influenza broke out in Mexico and spread globally, resulting in the
loss of lives and widespread fear. Our business, financial condition and results of operation may be materially
and adversely affected if such natural disasters occur. Certain areas of China are susceptible to epidemics, such
as Severe Acute Respiratory Syndrome (“SARS”) or swine or avian influenza. A recurrence of SARS, an
outbreak of swine or avian influenza, or any epidemic in China could result in material disruptions to our
operations or a slowdown of China’s economy, which could materially and adversely affect our business,
financial condition and results of operation. Acts of war and terrorism may also injure our employees, cause loss
of lives, damage our facilities, disrupt our distribution channels and destroy our markets, any of which could
materially and adversely impact our business, financial condition and results of operation. The potential for war
or terrorist attacks may also cause uncertainty and cause our business to suffer in ways that we cannot predict.
Our business, financial condition and results of operation may be materially and adversely affected as a result.

RISKS RELATED TO THE GLOBAL OFFERING

There has been no previous public market for our Shares, and an active trading market may not develop.

Prior to the completion of the Global Offering, there has been no public market for our Shares. The Offer
Price will be determined by the Joint Bookrunners and us. The Offer Price may differ from the market price of
our Shares after the Global Offering. We cannot give assurance the Listing will result in the development of an
active or liquid trading market for the Shares following the Global Offering or in the future or, if it does develop,
that it will be sustained after the Listing or that the market price of our Shares will not decline below the Offer
Price.

Future sales by our existing Shareholders of a substantial number of our Shares in the public market
could materially and adversely affect the prevailing market price of our Shares.

Future sales of a substantial number of our Shares by our existing Shareholders, or the possibility of such
sales, could negatively impact the market price of our Shares and our ability to raise equity capital in the future at
a time and price that we deem appropriate. Shares held by our Controlling Shareholder are subject to lock-up
undertakings for a period ending six months after the date on which trading in our Shares commences on the

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RISK FACTORS

Hong Kong Stock Exchange, details of which are set out in “Underwriting” in this prospectus. We cannot assure
you that our Controlling Shareholder will not dispose of any Shares it may now own or in the future.

Future sales or a major divestment of Shares by our current significant Shareholders could adversely
affect our Share price.

Future sales, disposals or other transfers of a substantial number of our Shares by our current significant
Shareholders in the public market, or any prospects or possibilities of such sales, disposals or other transfers of
such Shares could adversely affect the market price of our Shares and our ability to raise equity capital in the
future at a time and price that we deem appropriate. Currently, although a majority of the Shares held by our
significant Shareholders are subject to lock-up arrangements whereby the significant Shareholders have agreed
not to dispose of their shares within six months after the Listing Date, there still remains approximately 1.3% of
our Company’s enlarged issued share capital after the Global Offering not being subject to any lock-up
arrangement. If our existing Shareholders sell a substantial amount of our Shares in the public market upon
Listing, or such significant Shareholders sell their Shares upon the expiration of the lock-up period, such sales
may create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price
of our Shares may fall. The existence of an overhang, whether or not such sales have occurred or are occurring,
may make it more difficult for us to raise additional financing through the sale of equity or equity-related
securities in the future at a time and price we deem reasonable or appropriate. The sale of such Shares may have
a negative impact on the price of our Shares. See “Underwriting” in this prospectus for information regarding the
lock-up arrangements of our current significant Shareholders.

The interests of our Controlling Shareholder may differ from those of other Shareholders.

Immediately following the Global Offering, our Controlling Shareholder will beneficially own 33.4% of
our Company’s outstanding Shares, or approximately 32.5% if the Sole Global Coordinator (on behalf of the
International Purchasers) exercises the Over-allotment Option in full. The interests of our Controlling
Shareholder may differ from the interests of our other Shareholders. If the interests of our Controlling
Shareholder conflict with the interests of our other Shareholders, or if our Controlling Shareholder cause our
business to pursue strategic objectives that conflict with the interests of our other Shareholders, the
non-Controlling Shareholder could be disadvantaged by the actions that our Controlling Shareholder choose to
cause us to pursue.

Our Controlling Shareholder could have significant influence in determining the outcome of any
corporate transaction or other matter submitted to our Shareholders for approval, including but not limited to
mergers, consolidations and the sale of all, or substantially all, of our assets, election of Directors, and other
significant corporate actions. Our Controlling Shareholder has no obligation to consider the interests of our
Company or the interests of our other Shareholders.

Investors will experience dilution in net tangible assets value because the Offer Price is higher than our net
tangible assets value per Share.

Because the Offer Price is higher than the net tangible assets value per Share immediately prior to the
Global Offering, purchasers of our Shares in the Global Offering will experience an immediate dilution in
consolidated net tangible assets value of HK$4.71 per Share (assuming the maximum Offer Price of HK$6.10,
and the corresponding pro forma adjusted consolidated net tangible assets per Share of HK$1.39 as set forth in
“Unaudited Pro Forma Financial Information” in Appendix II to this prospectus). If we issue additional Shares in
the future, purchasers of our Shares may experience further dilution in their ownership percentage.

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RISK FACTORS

The trading volume and share price of our Shares may fluctuate.

The price and trading volume of our Shares may be highly volatile. Factors such as actual or anticipated
fluctuations in our quarterly results of operation, announcements of new products by us or our competitors,
changes in financial estimates by securities analysts, changes in the economic performance or market valuations
of other companies involved in the manufacture and sales of medical devices, changes in government regulations
and policies affecting the medical device industry, including those relating to the pricing of medical devices,
announcements by our competitors of significant acquisitions, strategic partnerships, joint ventures or capital
commitments, additions or departures of key personnel or potential litigation could cause large and sudden
changes in the volume and price at which our Shares will trade. In addition, the Hong Kong Stock Exchange and
other securities markets have, from time to time, experienced significant price and volume fluctuations that are
not related to the operating performance of any particular company. These fluctuations may also materially and
adversely affect the market price of our Shares.

Investors may face difficulties in protecting their interests because we are incorporated under Cayman
Islands law, and Cayman Islands law may provide different remedies to minority shareholders when
compared with the laws of Hong Kong and other jurisdictions.

Our corporate affairs are governed by our Memorandum and Articles and by the Cayman Companies Law
and the common law of the Cayman Islands. The laws of the Cayman Islands relating to the protection of the
interests of minority shareholders differ in some respects from those established under statutes or judicial
precedents in Hong Kong, the United States and other jurisdictions. Such differences may mean that the remedies
available to our minority Shareholders may be different from those they would have under the laws of Hong
Kong, the United States or other jurisdictions. Please refer to “Summary of the Constitution of our Company and
Cayman Companies Law” in Appendix V to this prospectus.

Investors should not place undue reliance on industry and market information and statistics derived from
official government publications, market data providers and other independent third party sources
contained in this prospectus.

This prospectus contains information and statistics, including but not limited to information and statistics
relating to the PRC and the industry and markets. The information and statistics related to the industry and
markets are derived from official government publications, market data providers and other independent third
party sources. None of such information or statistics have been independently verified by us, or any of our
affiliates or advisers, or by the Sole Global Coordinator, the Joint Bookrunners and the Joint Lead Managers, the
Joint Sponsors, any other party involved in the Global Offering, or their respective affiliates or advisers. We
cannot ensure the accuracy of such information and statistics, and such information and statistics may not be
consistent with other information publicly available or available from other sources. Prospective investors should
not place undue reliance on any information and statistics derived from official government publications, market
data providers and other independent third party sources contained in this prospectus.

Forward-looking statements contained in this prospectus are subject to risks and uncertainties.

This prospectus contains certain statements that are “forward-looking” and uses forward-looking
terminology such as “believe,” “expect,” “aim,” “intend,” “will,” “may,” “plan,” “consider,” “anticipate,” “seek,”
“should,” “would” or similar expressions or the negative thereof. Those statements include, among other things,
the discussion of our growth strategy and the expectations of our future operations, liquidity and capital
resources. Purchasers and subscribers of our Offer Shares are cautioned that reliance on any forward-looking
statement involves risk and uncertainties and that any or all of those assumptions could prove to be inaccurate,
and as a result, the forward-looking statements based on those assumptions could also be incorrect. The
uncertainties in this regard include those identified in the risk factors discussed above. In light of these and other

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RISK FACTORS

uncertainties, the inclusion of forward-looking statements in this prospectus should not be regarded as
representations or warranties by us that our Company’s plans and objectives will be achieved and these forward-
looking statements should be considered in light of various important factors, including those set forth in this
section. We do not intend to update these forward-looking statements in addition to our ongoing disclosure
obligations pursuant to the Listing Rules or other requirements of the Hong Kong Stock Exchange. Investors
should not place undue reliance on such forward-looking information.

Due to a gap of up to five business days between pricing and trading of the Offer Shares, investors may not
be able to sell or otherwise deal in our Offer Shares during such period, and the initial trading price of the
Offer Shares could be lower than the Offer Price.

The Offer Price will be determined on the Price Determination Date. However, our Offer Shares will not
commence trading on the Hong Kong Stock Exchange until the Listing Date, which is expected to be up to five
business days after the Price Determination Date. As a result, investors may not be able to sell or otherwise deal
in our Offer Shares during such period, and thus are subject to the risk that the market price of our Offer Shares
could fall before trading begins as a result of adverse market conditions or other adverse developments occurring
during this period.

We strongly caution investors not to place any reliance on any information contained in press articles or
other media regarding our Group and the Global Offering.

There has been press and media coverage regarding our Group and the Global Offering, such as in the
Apple Daily on September 6, 2010, which included certain business and financial information and other
information about our Group that do not appear in this prospectus. Our Group has not authorized the disclosure
of any such information in the press or media. Our Group does not accept any responsibility for any such press or
media coverage or the accuracy or completeness of any such information. Our Group makes no representation as
to the appropriateness, accuracy, completeness or reliability of any such information or publication. To the extent
that any such information appearing in publications other than this prospectus is inconsistent or conflicts with the
information contained in this prospectus, our Group disclaims it. Accordingly, prospective investors should not
rely on any such information. In making the decision as to whether to purchase the Offer Shares, investors should
rely only on the financial, operational and other information included in this prospectus.

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EXEMPTION FROM THE COMPANIES ORDINANCE AND WAIVERS
FROM THE LISTING RULES

EXEMPTION AND WAIVER IN RELATION TO THE PRE-IPO SHARE OPTION SCHEMES

Under Rule 17.02(1)(b) and paragraph 27 of Appendix 1A and paragraph 10(d) of Part I of the Third
Schedule to the Companies Ordinance, this prospectus is required to include details of the number, description
and amount of any of our Shares which a person has, or is entitled to be given, an option to subscribe for,
together with certain particulars of each option, namely the period during which it is exercisable, the price to be
paid for Shares subscribed for under it, the consideration (if any) given or to be given for it or for the right to it
and the names and addresses of the persons to whom it was given. As of the date of the prospectus, we have
granted options to 435 persons to subscribe for 6,622,162 Shares, representing approximately 4.5% of the total
number of issued Shares immediately following completion of the Global Offering (assuming the Over-allotment
Option is not exercised, all granted options under the Pre-IPO Share Option Schemes have been fully exercised,
no Shares have been issued upon the exercise of options granted under the Share Option Scheme and an
aggregate of 252,740,000 Shares are offered in the Global Offering) on the terms set out in “Statutory and
General Information — Pre-IPO Share Option Schemes” in Appendix VI to this prospectus.

Under the Pre-IPO Share Option Schemes, eligible persons include consultants or advisers who may be
doctors or experts in the medical device industry, and provide or have provided technical advice or support to the
research and development and strategic advice and support to the marketing of our Company. None of the
outside consultants is a connected person, and all of them are independent of our Company, the directors, the
senior management, and the shareholders. Our Company has granted options representing 1,077,892 Shares to 17
outside consultants, which accounts for less than 1% of the total number of issued Shares immediately following
completion of the Global Offering (assuming the Over-allotment Option is not exercised, all granted options
under the Pre-IPO Share Option Schemes have been fully exercised, no Shares have been issued upon the
exercise of options granted under the Share Option Scheme and an aggregate of 252,740,000 Shares are offered
in the Global Offering). Our Company did not enter into any formal engagement agreement with the consultants.
The options were granted to them subsequent to the provision of their consultancy services to our Company in
recognition of their contribution. Our Company believes that there is no irregularity and/or unusual aspect as to
the granting of options to consultants who are independent third parties of our Company and who had, in the past,
made positive contributions to the business of our Group through the provision of consultancy services and
professional advice.

The consultants provided technical advice and support in relation to the research and development aspect
and strategic advice and support to the marketing of our Group’s business, including the improvisation of
coronary stents manufactured by our Company, electrophysiology devices, development of new products and
market research on the potential launch of the products of our Company in the market. Out of these 17
consultants, 10 consultants currently do not provide any ongoing consultancy services to our Company. The
remaining seven consultants are currently providing ongoing consultancy services to our Company.

We have applied to the Hong Kong Stock Exchange and the SFC respectively for and have been granted
(i) a waiver from strict compliance with the disclosure requirements under Rule 17.02(1)(b) and paragraph 27 of
Appendix IA of the Listing Rules; and (ii) an exemption under section 342A of the Companies Ordinance from
strict compliance with the disclosure requirements of paragraph 10(d) of Part I of the Third Schedule to the
Companies Ordinance on the ground that full compliance with these abovementioned requirements would be
unduly burdensome for us for the following reasons:

(i) given that 435 grantees are involved as of the date of the prospectus, among which 423 are not
directors, members of the senior management or connected persons of our Company but are only
employees or outside consultants of our Group, the strict compliance with the disclosure
requirements under the Listing Rules and the Companies Ordinance on an individual basis in the
prospectus will be costly and unduly burdensome on our Company in light of a significant increase
in cost and timing for information compilation, prospectus preparation and printing; and

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EXEMPTION FROM THE COMPANIES ORDINANCE AND WAIVERS
FROM THE LISTING RULES

(ii) the grant of Pre-IPO Options to each eligible participant under the Pre-IPO Share Option Schemes is
made on a case-by-case basis and is determined by the directors of our Company, taking into account
the performance and contribution of each eligible participant to our Group. Individual information
on such options is highly sensitive and confidential among the grantees;
(iii) the grant and exercise in full of the options granted under the Pre-IPO Share Option Schemes will
not cause any material adverse change in the financial position of our Company;
(iv) the lack of full compliance of the applicable disclosure requirements under the Listing Rules and the
Companies Ordinance will not hinder our Company in providing an informed assessment of our
Company’s activities, assets and liabilities, financial position, management and prospects to its
potential investors; and
(v) the disclosure of a summary of information relating to the options granted under the Pre-IPO Share
Option Schemes, as described in the section headed “E. Pre-IPO Share Option Schemes” in
Appendix VI to this prospectus should provide potential investors with sufficient information to
make a relevant assessment of our Company in their investment decision-making process.
The Stock Exchange has granted to our Company the waiver under the Listing Rules on the conditions
that:
(i) there will be full disclosure on all Pre-IPO Options granted to directors, directors of the subsidiaries,
senior management of our Group and connected persons of our Company on an individual basis all
the particulars including, without limitation, the exercise price, exercise period and weighted average
exercise price of the relevant options held by such director and senior management required by
paragraph 10(d) of the Third Schedule to the Companies Ordinance, Main Board Rule 17.02(1)(b)
and paragraph 27 of Appendix 1A in the paragraph headed “Statutory and General Information —
E. Pre-IPO Share Option Schemes” in Appendix VI to the prospectus;
(ii) for the remaining grantees, disclosure will be made, on an aggregate basis, (1) their aggregate
number and number of Shares underlying the Pre-IPO Options; (2) the exercise period of the Pre-
IPO Options; (3) the consideration paid for the Pre-IPO Options; (4) the exercise price of the Pre-
IPO Options;
(iii) there will also be disclosure in the prospectus for the aggregate number of Shares underlying the Pre-
IPO Options under the Pre-IPO Share Option Schemes and the percentage of our Company’s issued
share capital represented by them;
(iv) the dilution effect and impact on earnings per Share upon full exercise of the Pre-IPO Options in the
paragraph headed “Statutory and General Information — E. Pre-IPO Share Option Schemes” in
Appendix VI to the prospectus; and
(v) a full list of all the grantees who have been granted options to subscribe for Shares under the Pre-
IPO Share Option Schemes, containing all the details as required under Rule 17.02(1)(b) and
paragraph 27 of Appendix 1A to the Listing Rules and paragraph 10 of Part I of the Third Schedule
to the Companies Ordinance, will be made available for public inspection in accordance with the
section headed “Documents Delivered to the Registrar of Companies and Available for Inspection”
in Appendix VII to the prospectus.
The SFC has granted to our Company the exemption under the Companies Ordinance on the conditions
that:
(i) there will be full disclosure on all Pre-IPO Options granted to directors, directors of the subsidiaries,
senior management of our Group and connected persons of our Company on an individual basis all
the particulars including, without limitation, the exercise price, exercise period and weighted average

— 56 —
EXEMPTION FROM THE COMPANIES ORDINANCE AND WAIVERS
FROM THE LISTING RULES

exercise price of the relevant options held by such director and senior management required by
paragraph 10(d) of the Third Schedule to the Companies Ordinance in the paragraph headed “Statutory
and General Information — E. Pre-IPO Share Option Schemes” in Appendix VI to the prospectus;
(ii) for the remaining grantees, disclosure will be made, on an aggregate basis, (1) their aggregate
number and number of Shares underlying the Pre-IPO Options; (2) the exercise period of the Pre-
IPO Options; (3) the consideration paid for the Pre-IPO Options; (4) the exercise price of the Pre-
IPO Options; and
(iii) a full list of all the grantees who have been granted options to subscribe for Shares under the Pre-
IPO Share Option Schemes, containing all the details as required in paragraph 10 of Part I of the
Third Schedule to the Companies Ordinance, will be made available for public inspection in
accordance with the section headed “Documents Delivered to the Registrar of Companies and
Available for Inspection” in Appendix VII to the prospectus.
WAIVER IN RELATION TO MANAGEMENT PRESENCE IN HONG KONG
According to Rule 8.12 of the Listing Rules, all applicants applying for a primary listing on the Hong
Kong Stock Exchange must have sufficient management presence in Hong Kong, normally meaning that at least
two of the applicant’s executive directors must be ordinarily resident in Hong Kong. Currently, none of our
executive Directors resides in Hong Kong. Since our principal operations are located in China, we do not and, in
the foreseeable future, will not have a sufficient management presence in Hong Kong. Accordingly, we have
applied to the Hong Kong Stock Exchange for, and the Hong Kong Stock Exchange has granted us, a waiver
from strict compliance with the requirements under Rule 8.12 of the Listing Rules, subject to the conditions that,
among other things, we maintain the following arrangements to maintain effective communication between us
and the Hong Kong Stock Exchange.
We have appointed two authorized representatives, namely Dr. Zhaohua Chang and Ms. Yee Har Susan
Lo, who will act at all times as our principal channel of communication with the Hong Kong Stock Exchange.
The authorized representatives will be readily contactable by telephone, facsimile and email to deal promptly
with inquiries from the Hong Kong Stock Exchange. Both of our authorized representatives have means of
contacting other Directors promptly at all times as and when the Hong Kong Stock Exchange wishes to contact
our Directors on any matter.
Each of our Directors who are not ordinarily resident in Hong Kong holds a valid travel document for
travel to Hong Kong and will be available to meet with the relevant members of the Hong Kong Stock Exchange
within a reasonable period upon the request of the Hong Kong Stock Exchange. For the convenience of
communication, each Director has provided his means of contact to the Hong Kong Stock Exchange.
We will, in compliance with Rule 3A.19 of the Listing Rules, retain TC Capital Asia Limited as our
compliance adviser who will, among other things, act as our alternative channel of communication with the Hong
Kong Stock Exchange in addition to our authorized representatives. The term of the appointment of our
compliance adviser will commence on the Listing Date and end on the date on which our Company distributes
our annual report in respect of our financial results for the first full financial year commencing after the Listing
Date and this appointment may be subject to extension by mutual agreement. The contact persons of our
compliance adviser will be fully available to respond to enquiries from the Hong Kong Stock Exchange.
WAIVER IN RELATION TO CONTINUING CONNECTED TRANSACTIONS
We have applied to the Hong Kong Stock Exchange for, and the Hong Kong Stock Exchange has granted
us, a waiver from Rule 14A.34(1) of the Listing Rule in respect of the non-exempt continuing connected
transactions of our Company. For further information, please refer to “Relationship with our Controlling
Shareholder and Connected Transactions — Waiver application for non-exempt continuing connected
transactions” in this prospectus.

— 57 —
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING

DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS

This prospectus includes particulars given in compliance with the Hong Kong Companies Ordinance, the
Securities and Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong) and the Listing
Rules for the purpose of giving information to the public with regard to our Company. Our Directors collectively
and individually accept full responsibility for the accuracy of the information contained in this prospectus and
confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other
facts the omission of which would make any statement in this prospectus misleading.

UNDERWRITING

This prospectus is published solely in connection with the Hong Kong Public Offering which forms part
of the Global Offering. Pursuant to the Hong Kong Underwriting Agreement, the Hong Kong Public Offering
will be underwritten by the Hong Kong Underwriters. The Global Offering comprises the Hong Kong Public
Offering of initially 25,274,000 Offer Shares and the International Offering of initially 227,466,000 Offer Shares
subject, in each case, to re-allocation on the basis described in “Structure of the Global Offering” in this
prospectus. For applicants under the Hong Kong Public Offering, this prospectus and the WHITE, YELLOW and
GREEN Application Forms set forth the terms and conditions of the Hong Kong Public Offering.

DETERMINATION OF THE OFFER PRICE

The Offer Price is expected to be fixed by agreement among the Joint Bookrunners and us on the Price
Determination Date. The Price Determination Date is expected to be on or around September 17, 2010 and, in
any event, not later than September 21, 2010. If, for whatever reason, we and the Joint Bookrunners are not able
to agree on the Offer Price, the Global Offering will not proceed and will lapse.

RESTRICTIONS ON OFFER AND SALE OF THE OFFER SHARES

Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering will be
required to, or be deemed by his/her acquisition of Shares to, confirm that he/she is aware of the restrictions on
offers of the Offer Shares described in this prospectus.

No action has been taken to permit an offering of the Offer Shares in any jurisdiction other than in Hong
Kong, or the distribution of this prospectus in any jurisdiction other than Hong Kong. Accordingly, this
prospectus may not be used for the purpose of, and does not constitute an offer or invitation in any jurisdiction or
in any circumstances in which such an offer or invitation is not authorized or to any person to whom it is
unlawful to make such an offer or invitation. The distribution of this prospectus and the offering and sales of the
Offer Shares in other jurisdictions are subject to restrictions and may not be made except as permitted under the
applicable securities laws of such jurisdictions pursuant to registration with or authorization by the relevant
securities regulatory authorities or an exemption therefrom.

APPLICATION FOR LISTING ON THE MAIN BOARD

We have applied to the Listing Committee for approval for the listing of, and permission to deal in, the
Shares in issue and to be issued pursuant to the Global Offering (including any Shares which may be issued
pursuant to the exercise of the Over-allotment Option and any Shares which may be issued upon exercise of the
options granted or to be granted under the Pre-IPO Share Option Schemes or the Share Option Scheme). None of
our Shares or loan capital is listed on or dealt in on any other stock exchange. At present, our Company is not
seeking or proposing to seek listing of, or permission to deal in, our Shares on any other stock exchange. All the
Offer Shares will be registered on the Hong Kong Share Registrar of our Company in order to enable the Offer
Shares to be traded on the Hong Kong Stock Exchange.

— 58 —
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING

HONG KONG STAMP DUTY

No stamp duty is payable by applicants in the Global Offering.

Dealings in our Shares registered on our Company’s register of members maintained in Hong Kong will
be subject to Hong Kong stamp duty.

Our Company, the Sole Global Coordinator, the Joint Bookrunners and the Joint Lead Managers, the
Joint Sponsors, all of their respective directors, officers, employees, agents, advisers, representatives or any other
persons involved in the Global Offering do not accept responsibility for any tax effects on, or liabilities of, any
person resulting from subscribing for, or purchasing, holding or disposing of or dealing in the Offer Shares.

PROFESSIONAL TAX ADVICE RECOMMENDED

Potential investors are recommended to consult their professional advisers if they are in any doubt as to
the taxation implications of subscribing for, purchasing, holding, disposing of and dealing in the Offer Shares or
exercising any rights in relation to the Offer Shares. Neither our Company, the Sole Global Coordinator, the Joint
Bookrunners and the Joint Lead Managers, the Joint Sponsors, any of their respective directors, officers,
employees, agents, advisers, representatives or any other person or party involved in the Global Offering accepts
responsibility for any tax effects on, or liabilities of, any person resulting from the subscription for, purchase,
holding or disposal of, dealing in or exercise of any rights in relation to the Offer Shares.

PROCEDURE FOR APPLICATION FOR HONG KONG OFFER SHARES

The procedure for applying for the Hong Kong Offer Shares is set out in “How to Apply for Hong Kong
Offer Shares” in this prospectus and in the Application Forms.

STRUCTURE OF THE GLOBAL OFFERING

Details of the structure of the Global Offering, including its conditions, are set out in “Structure of the
Global Offering” in this prospectus.

CURRENCY TRANSLATIONS

Unless otherwise specified, amounts denominated in Renminbi, U.S. dollars, Hong Kong dollars and
Japanese yen have been translated, for the purpose of illustration only, in this prospectus at the following rates:

HK$1.00 : RMB 0.8744


US$1.00 : RMB 6.8014
JPY1.00 : RMB 0.0806

No representation is made that any amounts in Renminbi, U.S. dollars, Hong Kong dollars or Japanese
yen can be or could have been at the relevant dates converted at the above rates or any other rates or at all.

ROUNDING

Any discrepancies in any table between totals and sums of amounts listed therein are due to rounding.

— 59 —
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING

DIRECTORS

Name Address Nationality

Executive Directors

Dr. Zhaohua Chang ( ) Lane 573, Bibo Road Chinese


Shanghai Z-J Hi-Tech Park
Shanghai
People’s Republic of China

Ms. Yan Zhang ( ) No. 166, Lane 399, Dian Pu He Road Chinese
Song Jiang District
Shanghai
People’s Republic of China

Mr. Hongbin Sun ( ) Room 601, No. 11, Lane 180 Chinese
Huafa Road, Xu Hui District
Shanghai
People’s Republic of China

Mr. Qiyi Luo ( ) No. 17, Lane 333 Canadian


Qing Tong Road, Pudong New Area
Shanghai
People’s Republic of China

Non-executive Directors

Mr. Norihiro Ashida ( ) 1-37-4 Akatsutsumi Japanese


Setagaya-ku
Tokyo 156-0044
Japan

Mr. Hiroshi Shirafuji ( ) 28-10-102 1 Chome, Uehara Japanese


Shibuya-ku, Tokyo 151-0064
Japan

Mr. Xiaolong Liu ( ) Room 402, No. 8A, Lane 800 Chinese
Hua Shan Road, Changning District
Shanghai
People’s Republic of China

Independent non-executive Directors

Mr. Zezhao Hua ( ) Room 1404, Building F Chinese


2200 Kongjiang Road, Yangpu District
Shanghai
People’s Republic of China

— 60 —
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING

Name Address Nationality

Mr. Jonathan H. Chou ( ) 179 Rancho Santa Fe American


333 Jinhui Road, Minhang District
Shanghai
People’s Republic of China

Dr. Guoen Liu ( ) Room 204, Building 305A Chinese


Peking University Yan Bei Yuan
Beijing
People’s Republic of China

PARTIES INVOLVED IN THE GLOBAL OFFERING

Sole Global Coordinator Credit Suisse (Hong Kong) Limited


45th Floor, Two Exchange Square
8 Connaught Place, Central
Hong Kong

Joint Bookrunners and Joint Lead Managers Credit Suisse (Hong Kong) Limited
45th Floor, Two Exchange Square
8 Connaught Place, Central
Hong Kong

Piper Jaffray Asia Securities Limited


3901B, 39/F, Tower 1
Lippo Center, 89 Queensway
Hong Kong

Joint Sponsors Credit Suisse (Hong Kong) Limited


45th Floor, Two Exchange Square
8 Connaught Place, Central
Hong Kong

Piper Jaffray Asia Limited


3902B, 39/F, Tower 1
Lippo Center, 89 Queensway
Hong Kong

Legal advisers to our Company As to Hong Kong law:


Freshfields Bruckhaus Deringer
11/F, Two Exchange Square
8 Connaught Place, Central
Hong Kong

As to United States law:


Ropes & Gray LLP
Suite 1601, Chater House
8 Connaught Road Central
Hong Kong

— 61 —
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING

As to PRC law:
Jun He Law Offices
32/F, Shanghai Kerry Center
1515 Nanjing Road W.
Shanghai 200040
People’s Republic of China

As to Cayman Islands law:


Maples and Calder
53/F, The Center
99 Queen’s Road Central
Hong Kong

Legal advisers to the Underwriters As to Hong Kong and United States laws:
Sidley Austin
Level 39
Two International Finance Centre
8 Finance Street, Central
Hong Kong

As to PRC law:
King and Wood PRC Lawyers
54th Floor, CITIC Plaza
233 Tianhe Road North, Guangzhou
Guangdong 510613
People’s Republic of China

Reporting accountants KPMG


Certified Public Accountants
8th Floor, Prince’s Building
10 Chater Road, Central
Hong Kong

Property valuer Jones Lang LaSalle Sallmanns Limited


17F, Dorset House, Taikoo Place
979 King’s Road, Quarry Bay
Hong Kong

Receiving banks Bank of China (Hong Kong) Limited


1 Garden Road
Hong Kong

Standard Chartered Bank (Hong Kong) Limited


15/F, Standard Chartered Tower
388 Kwun Tong Road
Kwun Tong, Kowloon
Hong Kong

— 62 —
CORPORATE INFORMATION

Registered office in Cayman Islands PO Box 309, Ugland House


Grand Cayman, KY1-1104
Cayman Islands

Principal place of business and head office in the 501 Newton Road
PRC Zhangjiang Hi-Tech Park
Shanghai 201203
People’s Republic of China

Place of business in Hong Kong registered under Level 28


Part XI of the Companies Ordinance Three Pacific Place
1 Queen’s Road East
Hong Kong

Company website www.microport.com.cn


(The contents of the website do not form part of this
prospectus)

Joint company secretaries Ms. Yee Har Susan Lo, FCS (PE), FCIS
Ms. Man Yee Chu, ACS, ACIS

Authorized representatives Dr. Zhaohua Chang


Lane 573, Bibo Road
Shanghai Z-J Hi-Tech Park
Shanghai
People’s Republic of China
Ms. Yee Har Susan Lo
Flat E, 31/F, Block 9
South Horizons, Apleichau
Hong Kong

Audit committee Mr. Jonathan H. Chou (chairman)


Mr. Norihiro Ashida
Mr. Zezhao Hua

Remuneration committee Dr. Zhaohua Chang (chairman)


Mr. Jonathan H. Chou
Dr. Guoen Liu

Nomination committee Mr. Xiaolong Liu (chairman)


Dr. Guoen Liu
Mr. Zezhao Hua

Hong Kong Share Registrar Computershare Hong Kong Investor Services Limited
Shops 1712-1716
17th Floor, Hopewell Centre
183 Queen’s Road East
Wanchai
Hong Kong

— 63 —
CORPORATE INFORMATION

Compliance adviser TC Capital Asia Limited


Suite 1904, 19/F, Tower 6, The Gateway
Harbour City, Kowloon
Hong Kong

Principal bankers China Construction Bank Corporation Shanghai Pudong


Branch
No. 900 Lu Jiazui Ring Road
Shanghai 200120
People’s Republic of China

Bank of China Limited Shanghai Zhangjiang Sub-


Branch
No. 2966 Jin Ke Road
Shanghai 201203
People’s Republic of China

China CITIC Bank Shanghai Zhangjiang Sub-Branch


No. 201 Ke Yuan Road, Pudong New Area
Shanghai 201203
People’s Republic of China

Shanghai Pudong Development Bank Zhangjiang Sub-


Branch
No. 151 Ke Yuan Road, Pudong New Area
Shanghai 201203
People’s Republic of China

— 64 —
INDUSTRY OVERVIEW

Certain information and statistics set out in this section have been extracted from various official
government publications, market data providers and an independent third party source, Frost & Sullivan. The
report prepared by Frost & Sullivan in June 2010 and cited in this prospectus was commissioned by us. We
believe that the sources of this information are appropriate sources for such information and have taken
reasonable care in extracting and reproducing such information. We have no reason to believe that such
information is false or misleading or that any fact has been omitted that would render such information false
or misleading. The information has not been independently verified by our Company, the Sole Global
Coordinator, the Joint Bookrunners and the Joint Lead Managers, the Joint Sponsors, any of their respective
directors, employees, agents or advisers or any other person or party involved in the Global Offering and no
representation is given as to its accuracy. The information and statistics may not be consistent with other
information and statistics compiled within or outside China.

ABOUT FROST & SULLIVAN

We commissioned Frost & Sullivan, an independent third party, to prepare a report on China’s coronary
stent market in June 2010 which is cited in this prospectus. The total fee we paid for the report prepared by Frost
& Sullivan was RMB0.5 million. Frost & Sullivan is a market research and consulting company founded in 1961
that provides market research on a variety of industries including healthcare. In preparing the report, Frost &
Sullivan collected and reviewed publicly available data such as government-derived information, annual reports
and industry association statistics, as well as market data collected by conducting computer assisted telephone
interviews with department directors with at least five years of work experience in catheter laboratories of 200
hospitals randomly selected from Frost & Sullivan’s hospital database using a stratified sampling principle. Frost
& Sullivan has exercised due care in collecting and reviewing the information so collected and believes that the
basic assumptions are factual and correct and the interpretations are reasonable. Frost & Sullivan has
independently analyzed the information, but the accuracy of the conclusions of its review largely relies on the
accuracy of the information collected.

CHINA’S HEALTHCARE AND MEDICAL DEVICE MARKET

The healthcare industry in China has experienced strong growth over the past decades, and its medical
device market, as well as the medical device markets in several other developing countries, is projected to grow
faster than the global medical device market. According to the World Medical Markets Fact Book 2009
published by Espicom Business Intelligence, China’s medical device market is projected to grow from US$6.2
billion in 2009 to US$10.5 billion in 2014.

There are a number of factors contributing to this rapid growth in China. In particular, China’s healthcare
system is undergoing fundamental changes as a result of the PRC government’s new healthcare reform initiative
and concurrent significant expansion of financial support for the healthcare system. Under this initiative, the PRC
government plans to inject RMB850 billion of incremental government spending by 2011 to improve
accessibility and affordability of healthcare. The healthcare reform is designed to develop China’s healthcare
infrastructure, expand basic medical insurance programs, establish a national essential drug system to meet basic
needs for treatment and prevention of diseases, and improve basic public health services such as routine health
screening, national immunization programs, infectious disease control and chronic disease management.

For medical device manufacturers, the principal effect of the healthcare reform initiative is expected to be
three-fold. First, it is anticipated that a major portion of the government spending will be spent on developing
basic healthcare services, with the PRC government planning to build an additional 2,000 county hospitals and
approximately 30,000 township hospitals by 2011 to ensure adequate healthcare in towns and rural areas. This
massive expansion of healthcare infrastructure across China will boost patients’ accessibility and affordability of

— 65 —
INDUSTRY OVERVIEW

medical care, thereby increasing the rates of disease diagnoses, including for chronic conditions which patients
may not otherwise be aware that they have such as cardiovascular and other vascular diseases and disorders,
arrhythmia and diabetes. In combination with the expansion of the healthcare insurance programs as discussed
below, we expect that increased rates of diagnosis will lead in the long-term to higher rates of treatment for a
wide range of chronic ailments.

Second, the PRC government has been increasing the number of Tier III and Tier II hospitals in China
from 1,045 and 5,151 in 2006, respectively, to 1,192 and 6,780 in 2008, respectively. It has also been upgrading
the medical services provided in those hospitals in recent years. These hospitals are the primary providers of
advanced medical procedures in China and, accordingly, are the principal customers for medical devices such as
stents, stent grafts and EP devices. While a significant portion of the PRC government’s healthcare reform
initiative is directed at smaller hospitals and local clinics, we anticipate that the PRC government will continue to
support the expansion and upgrading of China’s larger hospitals.

Third, the PRC government plans to expand its basic medical insurance coverage to more than 90% of the
Chinese population. The current medical insurance system was first implemented in 1998 with the national
medical insurance program, a government-administered health insurance scheme and the largest medical
insurance program of the PRC that generally provides coverage for more advanced and extensive healthcare
services than were previously available. In addition, the PRC government has actively promoted the
implementation of the new rural cooperative medical insurance scheme to provide expanded healthcare services
to its rural citizens and to extend insurance coverage to the vast rural areas in China. According to a report citing
a source from the PRC government, prior to the healthcare reform, over 200 million Chinese citizens had no
medical insurance, and one of the main reasons for Chinese citizens to forego medical procedures was due to the
lack of insurance coverage and inability to finance medical procedures privately. The increased availability of
healthcare insurance means that a broader portion of the population will be able to afford advanced healthcare
services.

Macroeconomic and demographic trends are also driving growth in China’s healthcare industry. For
example, China’s rapid economic growth has spurred a significant rise in standards of living in China, and
households in both urban and rural areas of the PRC have been spending an increasing proportion of their
household expenditure on healthcare and medical services. According to the China Statistical Yearbook 2005 and
2009, from 2004 to 2008, average annual spending of middle income households on healthcare and medical
services increased from RMB466.9 to RMB748.7, or 60.4%, for urban households, and from RMB117.4 to
RMB224.2, or 91.0%, for rural households.

In addition, rising living standards have led to changes in lifestyle in China, resulting in less healthy diets
and heightened rates of obesity for many people. These changes directly contribute to a number of chronic health
issues, including cardiovascular disease and diabetes. Furthermore, China has a large and aging population,
which will increase the demand for medical devices used in the treatment of illnesses commonly found among
the elderly. According to the China Statistical Yearbook 2009, the proportion of population aged 65 or above in
the PRC has been on the rise, making up approximately 8.1% and 8.3% of the total population in 2007 and 2008,
respectively, while the national life expectancy had risen from approximately 68.6 years in 1990 to 71.4 years in
2000.

Despite the ongoing growth in China’s healthcare industry, its government expenditures on healthcare lag
many developed countries. According to the World Medical Markets Fact Book 2009 published by Espicom
Business Intelligence, in 2009, the United States had healthcare expenditures representing 16.3% of its GDP,
compared to 4.7% of GDP in China. We expect that the combination of the PRC government’s focus on
improved healthcare across the country, rising living standards and demographic changes in China will cause
healthcare expenditure as a percentage of GDP to increase in the future.

— 66 —
INDUSTRY OVERVIEW

MEDICAL DEVICE MANUFACTURERS IN CHINA

The medical device industry in China is mainly comprised of large multinational medical companies and
domestic manufacturers. Historically, China-based medical device manufacturers primarily focused on producing
basic medical supplies. Over the last ten years, however, many of these manufacturers have been moving into
more advanced areas, such as minimally invasive medical devices, and improved the quality of their product
designs and production processes so that they can increasingly compete directly with international competitors.
These efforts are bolstered by the growing number of scientists, researchers and doctors in China as well as, in
some cases, experienced managers who have previously worked at major multinational medical device
companies.

Established domestic companies usually have developed relationships with the healthcare community in
China, including hospital administrators and doctors. Close relationships with these parties is important for
marketing and sales of products and in conducting pre- and post-launch clinical trials. This can create a
re-enforcing cycle whereby hospitals and doctors are more willing to engage in clinical trials with companies
with which they are familiar and have a proven record of successful trials and, in turn, to purchase such
companies’ products because they better understand and trust their products following such trials and company-
sponsored training and education programs. Thus, domestic medical device companies which are able to build
and maintain these relationships through, for example, sponsorships of scientific congresses and clinical trials,
regular visits to hospitals by marketing staff, on-site demonstrations of products and seminars can enjoy a
significant competitive advantage over newer entrants into the China market, whether domestic or foreign.

Established domestic companies’ understanding of the regulatory system in China can also provide an
advantage in obtaining SFDA approval for new products in a timely manner. Moreover, domestic medical device
companies benefit from the fact that their lower cost base often allows them to price their products lower than
international competitors’ products. This price differential is particularly important given that one of the aims of
the ongoing healthcare reforms in China is to reduce patients’ out-of-pocket spending.

Hospitals in China purchase a majority of their medical devices and supplies through distributors.
Medical device distribution is highly specialized and localized in China. Most medical device distributors operate
within relatively small geographical areas, and few distributors are willing or able to cover the entire country. In
addition, different provinces in China often have their own medical and insurance practices, purchasing policies
and regulatory requirements which further increases the complexity of medical device distribution. As a result,
most manufacturers need to appoint multiple distributors to effectively cover all of the geographic areas in China,
which in some cases will work in conjunction with a company’s own sales and marketing network to maximize
the company’s interaction with key opinion leaders within hospitals, such as senior physicians and hospital
administrators. The ability to leverage local contacts and knowledge, combined with company-sponsored product
training and related activities, is vital in creating an effective sales, marketing and distribution network in China,
creating a significant barrier to entry for both smaller local companies and larger multinational competitors that
lack a meaningful local presence.

VASCULAR DEVICE MARKET OVERVIEW

Cardiovascular

Treatment of coronary artery disease

Coronary artery disease is a progressive condition that leads to the obstruction of the blood vessels
providing blood flow to the heart muscle. According to the National Bureau of Statistics of China, heart disease
was one of the leading causes of death in China, accounting for approximately 19.7% of all deaths in 2008.

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INDUSTRY OVERVIEW

Current treatments for coronary artery disease include drug therapies and invasive techniques that help
restore adequate blood flow to blocked areas of the heart. The effectiveness of drug therapies significantly
decreases when calcium deposits and the hardening of the blood vessel walls cause coronary blood vessels to
narrow. Invasive techniques include surgery, balloon angioplasty procedures and stenting procedures. Coronary
artery surgery is an expensive surgical procedure that causes considerable trauma to the body and requires an
extended hospital stay and a long recovery time. Balloon angioplasty procedures, also known as PTCA, are less
expensive and less invasive than surgery. In a PTCA procedure, the physician inserts a balloon dilatation catheter
into the patient’s femoral artery and guides it to a blockage in a coronary artery. A balloon on the tip of the
catheter is then inflated with pressure to compress the plaque against the wall of the artery and open up the artery
to allow blood flow. The balloon is then deflated and the catheter is removed. With this treatment, however,
patients experience high rates of restenosis, or a re-narrowing and re-establishment of the blockage of the treated
artery over time. Stenting procedures utilize cardiovascular stents, which are small, expandable metal mesh tubes
used in the treatment of coronary artery disease and implanted in patients to prop open arteries and facilitate
blood flow from the heart. In a stenting procedure, after widening the artery using the PTCA procedure, a stent is
placed inside the expanded section of the artery to provide permanent support for the artery. Stents have helped
significantly reduce the rate of restenosis following a PTCA procedure.

In the early 2000s, cardiovascular stents experienced a revolutionary development with the advent of
drug-eluting stents which gradually release the drugs to the affected tissue in the artery to minimize
inflammation. Drug-eluting stents also reduce in-stent restenosis, with clinical trials demonstrating that drug-
eluting stents reduce restenosis rates to less than 10.0%. Resulting from favorable clinical and practical findings
that support the superior safety and efficacy of drug-eluting stents over bare-metal stents, market adoption of
drug-eluting stents is expected to continue, particularly in China where drug-eluting stents have already achieved
a high market penetration. According to Frost & Sullivan, drug-eluting stents were used in 95.7% of all coronary
stent procedures in China in 2009 (with the remaining 4.3% using bare-metal stents), which is expected to
continue to rise over the next five years.

The following chart sets forth the estimated growth (in terms of revenues based on retail prices charged
by hospitals) in China’s coronary stent market.
(billion
of CAGR 24.0%
RMB)
18.00 16.92
16.00
13.79
14.00

12.00 11.32

10.00 8.97
8.00 7.17
5.71
6.00
4.57
3.76
4.00

2.00

0.00
2007 2008 2009 2010F 2011F 2012F 2013F 2014F

Source: Frost & Sullivan

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INDUSTRY OVERVIEW

Components of a drug-eluting stent

A drug-eluting stent system is composed of the stent, the stent delivery catheter, the drug carrier, usually
a polymer or a mixture of polymer, and the drug. The quality of each of these components can affect the overall
performance of the drug-eluting stent.

Most stents were originally made of stainless steel or nitinol, a nickel-titanium alloy. Over the last several
years, many manufacturers have also begun to use cobalt-chromium and other metal alloys. A stent provides a
certain combination of radial strength, axial stability, radiopacity and coverage of the vessel wall depending upon
its design and scaffolding pattern, each of which is an important factor that contributes to the effectiveness of the
stent. Radial strength refers to the resistance of the stent against the vessel wall that prevents the stent from
collapsing after its implantation into a blood vessel. Axial stability refers to the degree to which the stent
provides uniform support against the vessel wall along its length which prevents the stent from springing back
following its implantation. Radiopacity refers to the visibility of the stent under fluoroscopy or X-ray for proper
placement of the stent and post-procedure assessment by physicians. Coverage of the vessel wall refers to how
well the shape of the stent conforms to the shape of the inside of the blood vessel to provide maximum surface
area contact with the vessel wall.

The deliverability of a stent refers to how easy it is for a physician to guide the stent through blood
vessels, including narrowed vessels, to reach the target site where it is to be placed. The deliverability of a stent
is primarily determined by the flexibility of the stent. The stent must be flexible enough and narrow enough to
navigate the vascular curves and tight bends to be able to reach the target site and, at the same time, must be
strong and sturdy enough to prop open the blocked artery at the target site when it is expanded.

The polymer is designed to act as a mechanism for the drug to adhere to the surface of the drug-eluting
stent during its delivery to the target site and as a matrix that controls the release rate of the drug after its
implantation. The polymer forms a layer of coating over the surface of the bare-metal stent, which is where the
drug is stored and from where it is eventually released. Polymers can be classified as biodegradable and
biostable. Biodegradable polymers dissolve as the drug is released, leaving only the bare-metal stent in place.
Biostable polymers remain on the stent after the drug is completely released.

Drugs used with drug-eluting stents can be classified into two groups: cytostatic drugs such as sirolimus
and cytotoxic drugs. Cytostatic drugs prevent inflammation by stopping cells from growing, but the cells
eventually regain their ability to reproduce as the drug concentration decreases over time. Cytotoxic drugs are
toxic when present in high concentrations; they inhibit inflammation by causing cell death. Currently, many of
the drug-eluting stent manufacturers use cytostatic drugs, including Johnson & Johnson (through its Cordis
subsidiary), Medtronic, Inc., Abbott Laboratories and Sorin Biomedical. Boston Scientific Corporation uses
paclitaxel, a cytotoxic drug.

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INDUSTRY OVERVIEW

Competitive environment

According to Frost & Sullivan, our Company had a market share, in terms of the number of stents
implanted, of approximately 26.6%, 28.7% and 28.9% of all coronary stents implanted in China in 2007, 2008
and 2009, respectively, which was the largest market share among all companies (domestic and international)
manufacturing and/or selling drug-eluting stents in China in each of those years. We also had the leading market
share, in terms of revenue based on retail prices charged by hospitals, of approximately 25.1% of all coronary
stents implanted in China in 2009. The following tables set forth the market shares of our Company and our
leading competitors in the coronary stent market in China in 2009.

Market Shares of our Company and our Leading Competitors in the Coronary Stent Market
in China in 2009
(in terms of the number of stents implanted)

Percentage (%) in the coronary stent


Company market in China

MicroPort Scientific Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.9


Beijing Lepu Medical Device, Inc.(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.5
Shandong JW Medical Systems Limited(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.0
Johnson and Johnson (through its Cordis subsidiary)(3) . . . . . . . . . . . . . . . . . . . . 11.6
Medtronic, Inc.(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.7
Dalian Yinyi Biomaterials Development Co., Ltd.(5) . . . . . . . . . . . . . . . . . . . . . . 3.2
Boston Scientific Corporation(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.9
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.3
Notes:

(1) Beijing Lepu Medical Device, Inc., a PRC-based Shenzhen-listed developer and manufacturer of interventional medical devices.

(2) Shandong JW Medical Systems Limited, a PRC-based joint venture owned equally by Shandong Weigao Group Medical Polymer
Company Limited, a PRC-based, publicly listed developer and manufacturer of a range of medical devices and equipment, and
Biosensors International Group, Ltd., a Singapore-based, publicly listed developer and manufacturer of medical devices for
interventional cardiology and critical care procedures.

(3) Johnson and Johnson (through its Cordis subsidiary), a large U.S.-based, publicly listed multinational corporation which offers a wide
range of pharmaceutical, medical device and consumer products.

(4) Medtronic, Inc., a U.S.-based, publicly listed multinational corporation which offers a wide range of medical devices and therapies.

(5) Dalian Yinyi Biomaterials Development Co., Ltd., a PRC-based developer and manufacturer of international cardiology devices and
medical equipment.

(6) Boston Scientific Corporation, a U.S.-based, publicly listed multinational corporation which offers a wide range of medical devices.

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INDUSTRY OVERVIEW

Market Shares of our Company and our Leading Competitors in the Coronary Stent Market
in China in 2009
(in terms of revenues based on retail prices charged by hospitals)

Percentage (%) in the coronary


Company stent market in China

MicroPort Scientific Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.1


Beijing Lepu Medical Device, Inc.(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.5
Shandong JW Medical Systems Limited(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.5
Johnson and Johnson (through its Cordis subsidiary)(3) . . . . . . . . . . . . . . . . . . . . . . . . 18.0
Medtronic, Inc.(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.0
Boston Scientific Corporation(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.0
Dalian Yinyi Biomaterials Development Co., Ltd.(6) . . . . . . . . . . . . . . . . . . . . . . . . . . 2.6
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.3
Notes:

(1) Beijing Lepu Medical Device, Inc., a PRC-based Shenzhen-listed developer and manufacturer of interventional medical devices.

(2) Shandong JW Medical Systems Limited, a PRC-based joint venture owned equally by Shandong Weigao Group Medical Polymer
Company Limited, a PRC-based, publicly listed developer and manufacturer of a range of medical devices and equipment, and
Biosensors International Group, Ltd., a Singapore-based, publicly listed developer and manufacturer of medical devices for
interventional cardiology and critical care procedures.

(3) Johnson and Johnson (through its Cordis subsidiary), a large U.S.-based, publicly listed multinational corporation which offers a wide
range of pharmaceutical, medical device and consumer products.

(4) Medtronic, Inc., a U.S.-based, publicly listed multinational corporation which offers a wide range of medical devices and therapies.

(5) Boston Scientific Corporation, a U.S.-based, publicly listed multinational corporation which offers a wide range of medical devices.

(6) Dalian Yinyi Biomaterials Development Co., Ltd., a PRC-based developer and manufacturer of international cardiology devices and
medical equipment.

Other vascular

Other vascular interventional devices include peripheral devices that are designed to treat aortic
aneurysms and other peripheral vascular diseases and disorders, and intracranial stents that are used to open
narrowed arteries in the brain.

Treatment of aortic aneurysm

An aneurysm is a balloon-shaped structure which forms at a weak point in a vessel wall and fills with
blood. Aneurysms typically grow over time and, due to pressure placed on the wall of the aneurysm, are prone to
rupture. Ruptured aneurysms frequently lead to death due to massive internal bleeding. Driven by rapid advances
in device technology, the treatment of aneurysms has been shifting from open surgical techniques to minimally
invasive vascular techniques. Stent graft procedure is one of the primary vascular procedures for treating
aneurysms. A stent graft is a metal stent covered with non-porous, waterproof film or fiber, which creates an
artificial vessel wall over the aneurysm to support the blood flow and relieve pressure on the aneurysm.

Treatment of peripheral vascular disease

Peripheral vascular disease is most common in the arteries of the pelvis and legs. The legs receive their
supply of blood through the iliac and femoral arteries, which are major arteries in the pelvis and thigh area.
Plaque build-up in the leg arteries reduces blood flow to the surrounding tissue, causing pain, numbness or

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INDUSTRY OVERVIEW

weakness in the leg and, in severe cases, burning or aching pain in the foot. If untreated, peripheral vascular
disease may lead to critical limb ischemia, a condition where there is not enough oxygenated blood being
delivered to the limb to keep the tissue alive, which in turn often leads to large non-healing ulcers, infections,
gangrene and eventually limb amputation or death. Traditionally, doctors relied on drug therapies and vascular
surgical procedures to treat peripheral vascular disease. In recent years, peripheral stent procedure has become a
widely accepted minimally invasive alternative treatment because it is more effective than drug therapies and
much less traumatic than surgery.

Treatment of ischemic stroke

Stroke is the third most common cause of death in developed countries, exceeded only by coronary heart
disease and cancer. According to the World Health Organization, stroke accounted for approximately 5.7 million
deaths worldwide in 2005. Strokes are caused by either ruptures, known as hemorrhagic stroke, or blockages,
known as ischemic stroke, of vessels within or leading to the brain, which cause brain cells to stop working and
eventually die unless treated immediately. Intracranial stents, which are much smaller and more flexible than
other types of stents, are used in minimally invasive procedures to open up blocked or narrowed vessels in the
brain to treat ischemic strokes.

ELECTROPHYSIOLOGY DEVICES

An irregular heartbeat or abnormal heart rhythm is an arrhythmia. Ablation catheters are devices made to
treat arrhythmias. During an ablation, high-frequency electrical energy is delivered through a small tube, known
as a catheter, to a small area of tissue inside the heart that causes the abnormal heart rhythm to neutralize the
tissue generating the irregular signals and thereby reestablish normal heart rhythm. An electrophysiology study is
a test that records the electrical activity and pathways of the heart and is used to help determine the cause of and
best treatment method for an abnormal heart rhythm.

Generally, the costs of diagnosis and treatment of arrhythmia are relatively high. We expect, however,
that the treatment of arrhythmia will expand in China and become increasingly more sophisticated as China’s
expenditure on healthcare increases, leading to increased diagnosis of this condition and more expenditure for
advanced EP tests and ablation catheters.

Atrial fibrillation

Atrial fibrillation is an electrical disorder in the upper chambers of the heart that causes irregular heart
rhythms. This disorder does not allow the upper heart chambers to completely empty blood which can stagnate
and clot. The clot may then travel into the brain and cause a stroke. Patients who have permanent AF usually
have shorter life expectancies and may develop other symptoms such as shortness of breath. According to articles
published in various Chinese periodicals in 2006, it was estimated that approximately 0.7% of China’s
population have AF.

Supraventricular tachycardia

Supraventricular tachycardia is a fast heart rate that begins in the upper part of the heart, atria, above the
ventricles. In this condition, abnormal electrical connections cause an increase in electrical activity and lead the
heart to beat too fast.

DIABETES DEVICES

Diabetes is a chronic disorder of metabolism, a condition in which a person has a high blood sugar
(glucose) level as a result of the body either not producing enough insulin, or because body cells do not properly

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INDUSTRY OVERVIEW

respond to the insulin that is produced. There are two types of diabetes: Type 1 and Type 2. Type 1 diabetes is an
autoimmune disease that occurs when the insulin-producing cells within the pancreas are gradually destroyed and
eventually fail to produce insulin and is most frequently diagnosed in children and young adults. Type 2 diabetes
is much more common than Type 1, and most patients with this condition are still able to produce insulin at
diagnosis. However, the insulin they produce is unable to perform its primary function, which is helping the
body’s cells use glucose for energy. Usually this is due to a problem with the body’s insulin receptors, the
location on cells where insulin binds so that glucose can enter. Insulin pumps are used for the administration of
insulin into the body in the treatment of diabetes, using a minimally invasive method to inject the insulin such as
a very small needle attached to a patch which is applied to the skin.

According to the World Health Organization, at least 220 million people worldwide as of November 2009
had diabetes. In 2005, an estimated 1.1 million people died from diabetes and this is likely to double by 2030.
The World Health Organization also notes that an increase in the incidence of diabetes is expected in developing
countries due to such factors as population growth, ageing, unhealthy diets, obesity and sedentary lifestyles. In
particular, China’s changing living standards and aging population have led to, and are expected to continue to
cause, a significant increase in the incidence of diabetes. According to an article published in the March 2010
issue of the New England Journal of Medicine, the prevalence of diabetes is high and is increasing in China, with
9.7% of the population in China having diabetes.

ORTHOPEDIC DEVICES

Orthopedic devices can be used to treat a range of skeletal disorders caused by an injury or as a result of
aging. Orthopedic devices include titanium braces and brackets in various shapes to immobilize and/or stabilize
vertebrae in the spine. In China, implanted orthopedic devices, such as spinal brackets and braces, are classified
as Class III devices and are subject to extensive regulations by SFDA to ensure product safety and efficacy.
According to the World Medical Markets Fact Book 2009 published by Espicom Business Intelligence, China’s
orthopedic device market is projected to grow from US$781 million in 2009 to US$1.6 billion in 2014.

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REGULATIONS

CHINA

The medical device industry in the PRC is subject to strict and extensive regulation and review by
governmental authorities. In the PRC, SFDA is the principal government authority that regulates and supervises
matters related to the manufacturing and selling of medical devices, and SFDA is also responsible for
promulgating rules and formulating policies with regard to medical devices. NDRC and MOH also issue
regulations and implementation rules with respect to the pricing and tender process of medical devices.

As a manufacturer of medical devices, we are subject to regulations and oversight by different levels of
SFDA, NDRC and MOH. The principal regulations that apply to us include the Regulations for the Supervision
and Administration of Medical Devices ( ), the Rules for the Supervision and
Administration of the Production of Medical Devices ( ), the Rules for the
Administration of the Registration of Medical Devices ( ) and the Rules for the
Administration of Medical Device Operation Enterprise Permits ( ). We are also
subject to other laws and regulations which are applicable to manufacturers in general.

In connection with the manufacturing of our products, we are subject to various SFDA requirements
including obtaining production permits, product registrations and export registrations, adverse event reporting
and compliance with clinical testing standards, manufacturing practices, quality standards, applicable industry
standards and advertising and packaging standards.

Set out below is a summary of the principal rules and regulations that are applicable to us.

SFDA requirements

Classification of medical devices

In China, medical devices are classified into three different categories, Class I, Class II and Class III,
based on the invasiveness of and risks associated with each medical device. The classification of a medical
device, among other things, determines whether a manufacturer needs to obtain a production permit in order to
manufacture this device and the level of regulatory authority that has jurisdiction over such permit. Classification
of a device also determines the types of registration required and the level of regulatory authority that has
jurisdiction over the registration.

Class I devices are those with low risks to the human body and are subject to “general regulatory control.”
Class I devices are regulated by the provincial level of SFDA where the manufacturer is located. Class II devices
are those with medium risks to the human body and are subject to “special regulatory control.” Class II devices
require product certification, usually through a quality system assessment, and are regulated by the provincial
level of SFDA where the manufacturer is located. Class III devices are those with high risks to the human body,
such as life sustaining, life-supporting or implantable devices. Class III devices require product certification,
usually through a quality system assessment, and are regulated by SFDA under the strictest regulatory control.
For Class II devices and Class III devices, clinical trials are required before regulatory approvals are granted.

All our products, including stents, catheters and insulin pumps are classified as Class III devices, and
therefore are subject to all regulatory controls governing Class III devices, except for our radial artery hemostat
which is a Class I device. Currently, we do not have any Class II devices.

Production permit

A manufacturer of medical devices must obtain a medical device production permit from the provincial
level of SFDA before commencing the manufacture of Class II or Class III devices, whereas a manufacturer of

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REGULATIONS

medical devices must do a filing with the provincial level of SFDA before commencing the manufacture of Class
I devices. A production permit is valid for five years and is renewable upon expiration. To renew a production
permit, a manufacturer needs to submit to the provincial level of SFDA an application to renew the permit along
with required information six months before the expiration date of the permit. Our production permits, held
through MP Shanghai and MP Lifesciences Beijing, are valid through December 2010 and March 2011,
respectively, and we expect to renew them upon their expiration. We have also completed the necessary filing
with the provincial level of SFDA in Shanghai.

Registration requirements; clinical trials

A manufacturer of medical devices is required to have its own product registration standards for the
safety and efficacy of each medical device, which are based on relevant state and international standards and
approved by SFDA. Before a medical device can be manufactured for commercial distribution, a manufacturer
must complete medical device registration by proving that the safety and efficacy of the medical device meet the
standards set by SFDA. SFDA requires manufacturers to apply for and to obtain in advance a favorable test result
for the device from a test center recognized by SFDA. The test center conducts animal and laboratory testing by
strictly following the applicable product registration standards. If the testing results are acceptable according to
the applicable product registration standards, the manufacturer may then begin the clinical trial. See “Business —
Clinical trials” in this prospectus. After the clinical trial of a Class III device, the provincial level of SFDA, after
receiving an application of inspection, will conduct an on-site inspection of the quality management system of
the manufacturer and the integrity of the clinical trial conducted, and within 85 working days of receiving such
application, will deliver an inspection report to the manufacturer. A registration application for a Class II or Class
III device must provide the requisite pre-clinical and clinical trial data and information, including the foregoing
inspection report for a Class III device, on the device and its components regarding, among other things, device
design, manufacturing and labeling. For a Class III device, SFDA will conduct a technical review on such data to
ensure the medical device meet the safety and efficacy standards set by SFDA, followed by an administration
review to ensure that the registration process has been in compliance with relevant laws and regulations of China.
The provincial level of SFDA, within 60 days of receiving an application for the registration of a Class II device,
and SFDA, within 90 days of receiving an application for the registration of a Class III device, will notify the
applicant whether the application for registration is approved. If approved, a registration certificate will be issued
within ten days of the notification. If the provincial level of SFDA or SFDA, as the case may be, requires
supplemental information, the approval process may take much longer. A registration is valid for four years and
is renewable upon expiration. To renew a registration for a Class II or Class III device, the manufacturer needs to
submit to the provincial level of SFDA or SFDA, as the case may be, an application for renewal six months prior
to the expiration date. In addition to medical device registration, a manufacturer of medical device should also
obtain a China Compulsory Certification for a Class III device as discussed in “— Quality supervision” below.

SFDA may change its policies, adopt additional regulations, revise existing regulations or tighten
enforcement, each of which could block or delay the approval process for a medical device.

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REGULATIONS

As of the Latest Practicable Date, we had received SFDA approvals for the production and nationwide
sale of the following products in China, 15 of which we currently offer for sale in China:

Type of Device Brand Product Classification Expiration

Cardiovascular Devices Firebird 2 Drug-eluting cobalt- Class III January 14, 2012
chromium stent device
system
Firebird Drug-eluting stent Class III January 31, 2012
system device

Mustang Bare-metal stent Class III May 4, 2012


system device
Pioneer PTCA balloon Class III April 12, 2014
dilatation catheter device
— Angiographic Class III May 25, 2010(1)
catheter device

— Single-use Class III December 5, 2011


accessory devices device
for use with
intravascular
catheter

Other Vascular Cronus Operational stent Class III November 16, 2013
Devices graft system device

Crownus Peripheral stent Class III December 3, 2013


system device
Apollo Intracranial stent Class III January 31, 2012
system device

Aether Distal protective Class III March 14, 2010(1)


device device

Hercules T TAA stent graft Class III July 7, 2010(1)


system device

Aegis T TAA stent graft Class III July 13, 2009(1)


system device

Hercules B AAA stent graft Class III August 23, 2013


system device
Aegis B AAA stent graft Class III July 14, 2009(1)
system device

Radial artery hemostat Radial artery Class I January 20, 2014


hemostat device

Electrophysiology Device FireMagic Ablation catheter Class III July 27, 2013
device

Diabetes Device La Fenice Insulin pump Class III June 11, 2011
device

Note:

(1) Applications for the extension of approval for these products have been submitted to SFDA and are being processed by SFDA. Pursuant
to the relevant notices issued by SFDA in February 2009 and April 2010, we are allowed to continue producing and selling these
products while SFDA processes the applications, and we expect to obtain the approvals in the last quarter of 2010 or the first half of
2011. Our PRC counsel, Jun He Law Offices, has advised that there is no legal impediment to obtain such approvals.

— 76 —
REGULATIONS

Regulation of medical device distribution

A distributor of medical devices must obtain a medical device distributing enterprise permit from the
provincial level of SFDA before commencing the distribution of Class II or Class III devices, whereas a
distributor of medical devices must do a filing with the provincial level of SFDA before commencing the
distribution of Class I devices. Such permit is valid for five years and is renewable upon expiration. To renew
such permit, a distributor needs to submit to the provincial level of SFDA an application to renew the permit
along with required information six months before the expiration date of the permit. As all the products we
currently offer are Class III devices, we sell these products through distributors who have obtained the medical
device distributing enterprise permits. We have obtained SFDA approval for our radial artery hemostat, a Class I
device, and expect to commercially launch such product as soon as the last quarter of 2010 through distributors
who have made the requisite filing with the provincial level of SFDA.

Export registration

SFDA maintains a registration system for the export of medical devices. Before a manufacturer of
medical devices, including PRC domestic companies and FIEs, can export any medical device, it must obtain
from SFDA an export registration certificate. The export registration for Firebird and Firebird 2 is valid through
November 2011 and, subject to compliance with the relevant regulations, is renewable upon expiration.

Advertising and promotion

In order to obtain a permit for the advertising and promotion of medical devices ( ),
a manufacturer of medical devices needs to submit an application to SFDA or the provincial level of SFDA to
obtain an advertising permit for medical devices. In addition, the content of advertisements for medical devices is
subject to certain guidelines approved by SFDA or the provincial level of SFDA.

Continuing SFDA regulation

We are subject to continuing supervision by SFDA. In the event of significant modification to an


approved medical device, its labeling or its manufacturing process, a new pre-market approval or pre-market
approval supplement may be required. Our products are subject to, among others, the following regulations:

Š SFDA’s quality system regulations which require manufacturers to create, implement and follow
certain design, testing, control, documentation and other quality assurance procedures;

Š medical device reporting regulations, which require that manufacturers report to SFDA certain types
of adverse reaction and other incidents involving their products; and

Š SFDA’s general prohibition against promoting products for unapproved uses.

During the Track Record Period, we have reported to SFDA a few adverse incidents primarily involving
the use of Firebird and Firebird 2, including the loosening up of stents from the catheter delivery system,
breakdown of stent, restenosis and fatalities of patients (which we believe were not directly caused by our
products). As these incidents did not affect our compliance with regulatory requirements, no penalty or
enforcement action was imposed by SFDA, and these incidents did not affect our business, financial condition
and results of operation. Our Directors confirm that we were not subject to any claims or litigation concerning
the quality of our products during the Track Record Period. In addition, we did not make any recalls of our
products during the Track Record Period.

Class II and III devices may also be subject to special controls applicable to them, such as supply
purchase information, performance standards, quality inspection procedures and product testing devices which

— 77 —
REGULATIONS

may not be required for Class I devices. Our Directors confirm that we are in compliance with the applicable
SFDA guidelines, but we could be required to change our compliance activities or be subject to other special
controls if SFDA changes or modifies its existing regulations or adopts new requirements.

We are also subject to inspection and market surveillance by SFDA to determine compliance with
regulatory requirements. If SFDA decides to enforce its regulations and rules, the agency can institute a wide
variety of enforcement actions such as:

Š fines, injunctions and civil penalties;

Š recall or seizure of our products;

Š the imposition of operating restrictions, partial suspension or complete shutdown of production;

Š revocation of our existing registrations, approvals and permits; and

Š criminal prosecution.

Pricing and tender process

In China, national and provincial price administration authorities publish price control lists, and may,
from time to time, restrict retail prices for certain medical devices. Such restrictions are usually in the form of
pricing guidelines. Manufacturers of medical devices are required to set the retail prices of their products below
the relevant maximum prices contained in these pricing guidelines. The relevant price administration authorities
typically determine the maximum retail price of a product on the basis of its average unit cost among various
manufacturers of the product.

In China, public hospitals and healthcare institutions are required to purchase high value medical
supplies, including our vascular products, at prices established through a periodic tender process. In August 2004,
MOH promulgated the Trial Working Plan for Centralized Purchasing of High Value Medical Supplies by Health
Institutions in Eight Provinces and Municipalities (8 ), pursuant
to which MOH and its counterparts in eight provinces and municipalities, including Beijing and Shanghai,
organized and supervised the negotiation of retail prices with suppliers through a centralized bidding process to
establish the retail prices for the healthcare institutions within these provinces and municipalities. Hospitals and
healthcare institutions in other provinces generally followed the prices established in these tenders.

In June 2007, MOH issued a Notice regarding Further Enhancing the Administration of Centralized Purchasing
of Medical Devices ( ), pursuant to which MOH carried out a
nationwide tender to set medical device retail prices for all hospitals and healthcare institutions in China.

In January 2010, MOH issued a Notice regarding Centralized Purchasing of High Value Medical Supplies
( ), which states that the period of nationwide tender
from October 1, 2008 to September 30, 2009 would be extended to September 30, 2010. After September 30,
2010, MOH will institute a decentralized approach to tenders whereby individual provinces and municipalities
will be authorized to hold their own tenders.

Moreover, in November 2009, NDRC, MOH and MOHRSS jointly issued a Notice of Opinion on Reform
of Pricing System of Pharmaceuticals and Medical Services (
), pursuant to which NDRC will strengthen its intervention in the pricing of medical devices
(including high value medical devices), limit the profit margins of the participants in the supply chain for medical
devices and periodically announce market price information of medical devices.

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During the Track Record Period, all products which we submitted in connection with the tenders
described above have been included in the tenders and approved for sale.

Governmental insurance reimbursement program

Pursuant to the Decision of the State Council on the Establishment of Basic Medical Insurance System for
Urban Employees ( ) issued in December 1998, all employers in
urban cities are required to enroll their employees in the basic medical insurance system and the insurance
premium is jointly contributed by the employers and employees on a monthly basis. Currently, most participants
of this national basic medical insurance system are urban residents who are employed or retired from an
enterprise. These participants are eligible for full or partial reimbursement of the cost of medicine, medical
service and diagnosis and treatment designated by the PRC government. Patients who are participants of the
basic medical insurance system tend to choose those medical devices covered by the medical insurance to save
their cost in connection with diagnosis and medical treatment.

In accordance with a Notice of Opinion on the Diagnosis and Treatment Management, Scope and
Payment Standard of Medical Service Facilities Covered by the National Urban Employees Basic Medical
Insurance System ( )
jointly issued by the Ministry of Labor and Social Security, the National Development and Planning
Commission, the Ministry of Treasure and the General Administration of Chinese Traditional Medicine in June
1999, vascular stents and other implantation materials in the body are classified as an item of diagnosis and
medical treatment which could be partially reimbursed through basic medical insurance system. However, the
actual devices that are covered under the basic medical insurance system and the actual insurance coverage of
reimbursement level vary from region to region, as local government approvals for such coverage must be
obtained in each geographic region in China.

As part of the healthcare reform plan, the PRC government aims to enlarge the scope of participants of
medical insurance system from urban employees to almost all urban and rural residents, see “- Healthcare reform
plan” below.

A majority of our products are subject to reimbursement from governmental health insurers in most major
provinces and municipalities in China, including Firebird and Firebird 2. Our other products which are currently
not eligible for reimbursement from governmental insurers in certain provinces may be included in insurance
coverage from time to time, subject to PRC government policies and local government approvals.

Healthcare reform plan

In January 2009, the Chinese government approved in principle a healthcare reform plan to address the
affordability of healthcare services, the rural healthcare system and healthcare service quality in China. In March
2009, the State Council issued a Notice regarding Issuance of Key Implementation Scheme on Reform of
Medical and Sanitary System in Recent Period (2009 – 2011) (
) (the “Implementation Scheme”), which calls for, among other things,
additional governmental spending on healthcare of RMB850 billion from 2009 to 2011 to support the reform
plan. Such government spending is expected to be used primarily to (i) establish a basic healthcare medical
insurance regime; (ii) increase the amount of rural and urban population covered by the basic medical insurance
system or the new rural cooperative healthcare medical system to at least 90% by 2011; (iii) build a basic
medicine system that includes a catalog of necessary drugs produced and distributed under government control
and supervision; and (iv) enhance healthcare facilities, including building clinics and hospitals. The
Implementation Scheme directs relevant governmental authorities to adopt implementing rules for the reforms

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outlined in the healthcare reform plan. However, the PRC government has not yet provided a concrete timetable
nor steps to implement certain aspects of the healthcare reform plan.

The major portion of the increased spending is expected to be directed toward basic healthcare services,
including building additional clinics in rural areas. This expenditure is unlikely to have any direct effect on our
business in the near term as our products are generally used in advanced treatments for vascular diseases and
disorders, which are mainly conducted in Tier III and Tier II hospitals. Although we expect that the improvement
in basic health services will result in more patients being diagnosed with cardiovascular and other diseases which
can be treated using our products, we cannot predict the long-term effect of China’s healthcare reform, including
whether spending on catheter laboratories and other facilities where our products are used will increase.

Quality management system

China is implementing certain quality management systems as part of its effort to achieve a general
standardization of medical devices. China has developed a system of medical device quality certification, which
is not yet compulsory and is currently only recommended for Class III devices. Our principal operating
subsidiary, MP Shanghai, obtained ISO 13485 certification from Beijing Hua Guang Certification of Medical
Devices Co., Ltd. (formally known as China Quality Certification Center for Medical Devices) for its quality
management system of medical devices in 2005, 2007 and 2009.

Implementation of GMP

Although the PRC government has already implemented pharmaceutical good manufacturing practices,
which became mandatory in 2004, Good Manufacturing Practices are still not compulsory for medical devices. In
December 2009, SFDA issued a series of notices on the implementation of manufacturing quality standards,
especially for sterile medical devices and implantable medical devices. Such standards will be formally
implemented from January 1, 2011. It is expected that by such time, the implementation of GMP will be
extended to all manufacturers of medical devices.

Manufacturing safety

Pursuant to the Law of the PRC on Manufacturing Safety ( ) which took effect
from November 2002, manufacturers must establish a comprehensive management system to ensure
manufacturing safety in accordance with applicable laws and regulations. Manufacturers not fulfilling relevant
legal requirements are not permitted to commence their manufacturing activities.

Patent law

According to the PRC Patent Law ( ) promulgated on March 12, 1984 and as
amended on August 25, 2000 and December 27, 2008, patent protection is divided into three categories:
invention patent, utility model patent and design patent. An invention patent is intended to protect a new
technical solution relating to a product, process or its improvement. A utility model patent is intended to protect a
new technical solution relating to the shape, the structure, or the combination of both shape and structure of a
product, which is applicable for functional use. A design patent is intended to protect new designs of the shape,
the pattern or the combination of both shape and pattern, or the combination of the color with shape or pattern of
a product with aesthetic and industrial application value.

Invention patent

The products seeking invention patent protection must possess such characteristics as novelty and
innovation, and the grant of an invention patent is subject to disclosure and publication requirements. In the PRC,

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the State Intellectual Property Office of the PRC (“SIPO”) publishes the application 18 months after an
application is filed, which may be shortened upon request by the applicant. The SIPO will conduct a substantive
review as requested by an applicant within three years from the filing date of the application or if necessary at its
discretion to grant the invention patent, issue the certificate of invention patent, announce and register the patent
if there is no cause for rejection of the application of the invention patent after substantive review and make a
decision. The term of protection is 20 years from the filing date of application.

Once an invention patent is granted, unless otherwise permitted by law, no individuals or entities are
permitted to engage in the manufacture, use, sale, offer to sale or import of the product protected by such patent
or otherwise engage in the manufacture, use, sale, offer to sale or import of the product directly derived from
applying the method protected by such patent, without consent of the patent holder.

Utility model patent

The products seeking utility model patent protection must possess such characteristics as novelty and
innovation. A utility model patent is granted and registered upon application unless there are reasons for the
SIPO to reject the application after its preliminary review. The utility model patent is also subject to the
disclosure and publication requirement upon application. The term of protection is ten years from the filing date
of the application.

Once a utility model patent is granted, unless otherwise permitted by law, no individuals or entities are
permitted to engage in the manufacture, use, sale, offer to sale or import of the product protected by such patent
without consent of the patent holder.

Design patent

The products seeking design patent protection must not be the same as or similar to those previously
known in domestic or abroad or infringing upon third parties’ legal rights. The application procedure and term of
protection are the same as for a utility model patent.

Once a design patent is granted, no individuals or entities are permitted to engage in the manufacture,
sale, offer to sale or import of the product protected by such patent without consent of the patent holder.

Tax

PRC enterprise income tax is calculated primarily on the basis of taxable income determined under PRC
tax laws and regulations. Prior to January 1, 2008, in accordance with Income Tax of China for Enterprises with
Foreign Investment and Foreign Enterprises ( ) (the “FIE Income
Tax Law”) and the related implementing rules, FIEs incorporated in the PRC were generally subject to an income
tax rate of 33% (30% of state income tax plus 3% local income tax). The FIE Income Tax Law and the related
implementing rules provided certain favorable tax treatments to certain FIEs and enterprises which were
registered and operated in specified economic development zones or Pudong New Area in the PRC. PRC
domestically invested companies were governed by the Enterprise Income Tax Law of the PRC
( ) and were generally subject to an income tax rate of 33%.

In March 2007, NPC adopted the CIT Law that imposes a single uniform income tax rate of 25% for most
domestic enterprises and FIEs. The CIT Law became effective on January 1, 2008. It contemplates various
transition periods and measures for existing preferential tax policies, including a grace period for as long as five
years for FIEs which were entitled to a lower income tax rate before the promulgation of the CIT Law and
continued the implementation of preferential tax treatment with a fixed term until the expiration of such fixed
term. Moreover, the CIT Law provides that, if an enterprise incorporated outside the PRC has its “de facto

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management organization” located within the PRC, the enterprise may be recognized as a “PRC resident
enterprise” and thus may be subject to an enterprise income tax at the rate of 25% on its worldwide income.
Under the implementation rules for the CIT Law, “de facto management bodies” is defined as the bodies that
have material and overall management control over the business, personnel, accounts and properties of an
enterprise. In April 2009, the PRC tax authority promulgated a circular to clarify the criteria for determining
whether the “de facto management bodies” are located within the PRC for enterprises incorporated overseas with
Controlling Shareholder being PRC enterprises. However, the relevant PRC laws and regulations remain unclear
regarding how the PRC tax authorities will treat an overseas enterprise invested or controlled by another overseas
enterprise as in our case. Substantially all of our management team members reside in the PRC. If most of them
continue to reside in the PRC, our Company may be deemed a PRC resident enterprise and therefore subject to
the PRC enterprise income tax at a rate of 25% on our worldwide income.

According to the CIT Law and related regulations, the preferential tax treatments MP Shanghai currently
enjoys will remain unchanged during the grace period. MP Shanghai is registered and operates in the Pudong
New Area and is entitled to a preferential enterprise income tax rate of 15% for the period from January 1, 2009
to December 31, 2010. In addition, as a wholly foreign-owned enterprise engaged in a manufacturing business,
MP Shanghai is entitled to an exemption from the enterprise income tax for two financial years from its first
profit-making year from a PRC tax perspective, which were 2004 and 2005, and to a 50% reduction of its
applicable enterprise income tax rate for the succeeding three years, which were 2006, 2007 and 2008. As a
result, MP Shanghai was exempt from enterprise income tax until 2005, and its enterprise income tax rate for
2006 and 2007 was 7.5%. According to the Notice of the State Council on the Implementation of the Transitional
Preferential Policies in respect of Enterprise Income Tax ( ), the
companies which enjoyed a preferential tax rate of 15% before the promulgation of the CIT Law will be subject
to a gradual increase of tax rate from 15% to 25% over five years after January 1, 2008, and the tax rate
applicable to such companies in 2008, 2009, 2010, 2011 and 2012 is 18%, 20%, 22%, 24% and 25%,
respectively. In 2008, MP Shanghai continued to enjoy the tax holiday preferential tax treatment and was entitled
to a 50% reduction of its applicable enterprise income tax rate. Therefore, the income tax rate applicable to MP
Shanghai was 9% in 2008. In November 2008, MP Shanghai was recognized as a High and New Technology
Enterprise and was subject to a preferential tax rate of 15% for 2009 and 2010.

Pursuant to the Provisional Regulation of China on Value Added Tax ( )


and its implementing rules, all entities and individuals that are engaged in the sale of goods, the provision of
processing, repairs and replacement services and the importation of goods in China are generally required to pay
output VAT at a rate of 17% of the gross sales proceeds received, less any deductible input VAT already paid or
borne by the entities or individual. Further, when exporting goods, the exporter is exempt from payment of
output VAT.

Product liability

The Product Quality Law of the PRC ( ) was promulgated in February 1993 and
amended in July 2000. The Product Quality Law applies to all production activities and sale of any product
within the territory of the PRC, and producers and sellers will be liable for product quality in accordance with the
Product Quality Law.

In December 2009, NPC promulgated the PRC Tort Liability Law ( ), which
became effective on July 1, 2010. The Tort Liability Law stipulates tort liabilities relating to, among other things,
products, motor vehicle traffic accidents, medical treatment, environmental pollution and high risk operations.
Under the Tort Liability Law, a patient who suffers injury from the defect of any drug or medical device can

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claim against either the medical institution or manufacturer. If the patient claims compensation against the
medical institution, the medical institution that has paid the compensation will be entitled to reimbursement from
the responsible manufacturer.

Regulation of overseas listings

In August 2006, six PRC regulatory agencies, including MOFCOM, the State Assets Supervision and
Administration Commission, the State Administration for Taxation, the State Administration for Industry and
Commerce, CSRC and SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic
Enterprises by Foreign Investors ( ), which became effective on September 8,
2006 and was amended in June 2009. This regulation, among other things, contains certain provisions that
purport to require that an offshore SPV, formed for listing purposes through acquisition of PRC domestic
interests held by the PRC domestic companies or individuals controlling such SPV, to obtain the approval of
CSRC prior to the listing and trading of such SPV’s securities on an overseas stock exchange.

On September 21, 2006, CSRC published on its official website procedures regarding its approval of
overseas listings by SPVs. CSRC approval procedures require the filing of a number of documents with CSRC
and it would take several months to complete the approval process if a waiver is not available.

Our PRC counsel, Jun He Law Offices, has advised that CSRC approval for the Global Offering is not
required because our Company is controlled by non-PRC citizens and MP Shanghai was a company with foreign
investment before the commencement of our Reorganization and promulgation of the M&A rule in 2006 and thus
we have not conducted any merger or acquisition involving a domestic company under the M&A rule.
Accordingly, we did not seek and have not obtained CSRC approval.

Foreign currency exchange

Foreign currency exchange regulation in China is primarily governed by the following rules:

Š Foreign Exchange Administration Regulations (1996) ( ) (the “Exchange Regulations”),


as amended in 2008; and

Š Administration Rules of the Settlement, Sale and Payment of Foreign Exchange


(1996) ( ), (the “Administration Rules”);

Under the Exchange Regulations, the Renminbi is convertible for current account items, including the
distribution of dividends, interest payments, trade and service-related foreign exchange transactions. Conversion
of Renminbi for capital account items, such as direct investment, loan, security investment and repatriation of
investment, however, is still subject to the approval of SAFE.

Under the Administration Rules, FIEs may only buy, sell and/or remit foreign currencies at those banks
authorized to conduct foreign exchange business after providing valid commercial documents and, in the case of
capital account item transactions, obtaining approval from SAFE. Capital investments by FIEs outside of China
are also subject to limitations, which include approvals by the MOFCOM, SAFE and NDRC.

In addition, in August 2008, SAFE promulgated Circular 142 (


), a notice regulating the conversion by a foreign-invested
company of foreign currency into Renminbi by restricting how the converted Renminbi may be used.
Circular 142 requires that Renminbi converted from the foreign currency-denominated capital of a foreign-
invested company may only be used for purposes within the business scope approved by the applicable
governmental authority and may not be used for equity investments within the PRC unless otherwise specifically

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provided for. In addition, SAFE strengthened its oversight over the flow and use of Renminbi funds converted
from the foreign currency-denominated capital of a foreign-invested company. The use of such Renminbi may
not be changed without approval from SAFE, and may not be used to repay Renminbi loans if the proceeds of
such loans have not yet been used. Violations of Circular 142 may result in severe penalties, including substantial
fines as set forth in the Exchange Regulations.

Dividend distribution

The principal regulations governing distribution of dividends paid by wholly foreign-owned enterprises
include:

Š Wholly Foreign-Owned Enterprise Law (1986) ( ), as amended in 2000; and

Š Wholly Foreign-Owned Enterprise Law Implementation Rules (1990) ( ), as


amended in 2001.

Under these regulations, FIEs in China may pay dividends only out of net profits, if any, determined in
accordance with PRC GAAP. In addition, a wholly foreign-owned enterprise in China is required to set aside at
least 10% of its after-tax profit based on PRC GAAP each year to its statutory reserves until the accumulative
amount of such reserves reach 50% of its registered capital. These reserves are not distributable as cash
dividends. The board of directors of a FIE has the discretion to allocate a portion of its after-tax profits to staff
welfare and bonus funds, which may not be distributed to equity owners.

Regulation of foreign exchange in certain onshore and offshore transactions

In October 2005, SAFE issued the Circular on Several Issues Relating to the Administration of Foreign
Exchange in Fund-Raising and Return Investment Activities of Domestic Residents Conducted via Offshore Special
Purpose Companies ( ),
which became effective as of November 1, 2005.

According to SAFE Circular No. 75:

Š prior to establishing or assuming control of an offshore company for the purpose of financing that
offshore company with assets or equity interests in an onshore enterprise in the PRC, each PRC
domestic resident, whether a natural or legal person, must complete the overseas investment foreign
exchange registration procedures with the relevant local SAFE branch;

Š an amendment to the registration with the local SAFE branch is required to be filed by any such PRC
domestic resident that directly or indirectly holds interests in that offshore company upon either
(1) the injection of equity interests or assets of an onshore enterprise to the offshore company, or
(2) the completion of any overseas fundraising by such offshore company; and

Š an amendment to the registration with the local SAFE branch is also required to be filed by such
PRC domestic resident when there is any material change involving a change in the capital of the
offshore company, such as (1) an increase or decrease in its capital, (2) a transfer or swap of shares,
(3) a merger or division, (4) a long term equity or debt investment, or (5) the creation of any security
interests over the relevant assets located in China.

Moreover, SAFE Circular No. 75 applies retroactively. As a result, PRC domestic residents who have
established or acquired control of offshore companies that have made onshore investments in the PRC in the past

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are required to complete the relevant overseas investment foreign exchange registration procedures by March 31,
2006.

In May 2007, SAFE issued the Notice of the General Affairs Department of the State Administration of
Foreign Exchange on Release of Operative Directives for the “Circular on Several Issues Relating to the
Administration of Foreign Exchange in Fund-Raising and Return Investment Activities of Domestic Residents
Conducted via Offshore Special Purpose Companies” (
), which standardized
more specific and stringent supervision on the registration relating to SAFE Circular No. 75 and imposed
obligations on onshore subsidiaries of overseas special purpose companies to coordinate with and supervise the
beneficial owners of such special purpose companies who are PRC domestic residents to complete the SAFE
registration process. Circular No. 106 further defines PRC domestic residents as “natural persons who do not
hold legal PRC domestic resident identity but customarily live in the PRC due to the link of economic interest”
and these persons mainly fall into the following three categories: (i) natural persons who have permanent
residence in the PRC, but are away from their permanent residence temporarily and are staying overseas to
travel, study, receive medical treatment, work, or for other reasons, but will return to their permanent residence
when such reasons no longer apply; (ii) natural persons who hold a domestically funded equity interest in a
domestic enterprise; and (iii) natural persons who originally held a domestic equity interest, and who are still the
ultimate holders of such interest, even though such interest has converted into a foreign funded equity interest.
Under SAFE Circular No. 75 and relevant foreign exchange regulations, failure to comply with the foreign
exchange registration procedures may result in restrictions being imposed on the foreign exchange activities of
the relevant onshore company, including restrictions on the payment of dividends and other distributions to its
offshore parent company and the capital inflow from the offshore entity, and may also subject the relevant PRC
residents and onshore company to penalties under the PRC foreign exchange administration regulations.

To our knowledge and as advised by our PRC counsel, Jun He Law Offices, one of our Shareholders who
is a PRC domestic resident, Dr. Zhaohua Chang (our founder and Director and chairman of our Company), has
made the relevant application and filing with the Shanghai branch of SAFE and has obtained the applicable
registration and approval required by these SAFE regulations. We have made the relevant applications with the
Shanghai branch of SAFE for our other minority shareholders who are PRC domestic residents and became our
Shareholders as a result of the exercise of their share options under the Pre-IPO Share Option Schemes.
Nevertheless, we were advised by the Shanghai branch of SAFE that these applications would not be accepted
and the Shanghai branch of SAFE has ceased accepting applications for registering the overseas investment of
PRC domestic residents as a result of exercising share options prior to the listing of a company. The Shanghai
branch of SAFE did not explain the reason for not accepting such applications and advised that we could apply
for registration after the Listing pursuant to the Share Option Rule which provides that the overseas investments
of PRC citizens in the employee share option or share incentive plan of an overseas listed company are required
to be registered with SAFE. We cannot assure you, however, that we will be able to obtain applicable
registrations and approvals required by these SAFE regulations for our minority shareholders after the Listing.
Further, there may be additional PRC domestic resident Shareholders, whose actions we do not control, who are
not in compliance with the registration procedures set forth in SAFE Circular No. 75.

Regulations on employee share options

In December 2006, PBOC promulgated the Administrative Measures for Individual Foreign Exchange
( ), which set forth the respective requirements for foreign exchange transactions by PRC
individuals under either the current account or the capital account. The Implementation Rules of the
Administrative Measures for Individual Foreign Exchange ( ), issued in January 2007
by SAFE, specify the approval requirements for PRC citizens who are granted shares or share options by an
overseas listed company according to its employee stock ownership plan or stock option plan.

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In March 2007, SAFE promulgated the Processing Guidance on Foreign Exchange Administration for
Domestic Individuals Participating in Employee Stock Holding Plans or Stock Option Plans of Overseas-Listed
Companies ( ). According to the Share
Option Rule, if a PRC citizen participates in any employee stock ownership plan or stock option plan of an
overseas listed company, a qualified PRC domestic agent or the PRC subsidiaries of such overseas listed company
shall, among other things, file, on behalf of such individual, an application with the SAFE to obtain approval for
an annual allowance with respect to the purchase of foreign exchange in connection with the share purchase or
share option exercise as PRC domestic individuals may not directly use overseas funds to purchase shares or
exercise share options. Such PRC citizen’s foreign exchange income received from the sale of shares or dividends
distributed by the overseas listed company shall be fully remitted into a collective foreign currency account in the
PRC opened and managed by the PRC subsidiaries of the overseas listed company or the PRC agent before
distribution to such individual. We and our PRC citizen employees who have been granted share options will be
subject to the Share Option Rule upon the Listing. If we or our PRC option holders fail to comply with these
regulations, we or our PRC option holders may be subject to fines and other legal or administrative sanctions.

In addition, the State Administration of Taxation has issued certain circulars concerning employee share
options. Under these circulars, our employees working in the PRC who exercise share options will be subject to
PRC individual income tax.

Our PRC subsidiaries have obligations to file documents related to employee share options with relevant
tax authorities and to withhold individual income taxes of those employees who exercise their share options. If our
employees fail to pay and we fail to withhold their income taxes according to relevant laws and regulations, we
may face sanctions imposed by the tax authorities or other PRC governmental authorities.

Anti-corruption laws in China

The PRC government has issued since the early 1990’s various laws and regulations with respect to
commercial bribery. In 1993, NPC adopted the Anti-Unfair Competition Law ( ) which became
effective on December 1, 1993 and provided that a business operator would commit a crime if it offered money or
any other bribes in the course of selling or purchasing products. On November 15, 1996, the State Administration
for Industry and Commerce of the PRC (“SAIC”) issued the Interim Rules on Prohibition of Commercial Bribery
( ) (“Order 60”), which provided that the act of commercial bribery includes
offering money, goods, free tours, and unrecorded rebate sales commission in secret to any person when selling or
buying products. In accordance with the Anti-Unfair Competition Law and Order 60, SAIC (or its local
counterparts), being the principal government authority that supervises matters relating to unfair competition and
commercial bribery in China, has the power to impose fines in an amount ranging from RMB10,000 to
RMB200,000 and to confiscate the illegal gains of a business operator when convicted of commercial bribery. In
addition, if any entity or individual offers any property to any government officials for the purpose of seeking
illegitimate gain or interests, such act would be considered a crime under the PRC Criminal Law and become
punishable by the relevant PRC governmental authorities.

Historical corruption in the PRC healthcare and food products industry

Various media reports indicated that criminal prosecutors were starting in around 2002 to receive
information to the effect that some officials within SFDA were corrupt. The corruption often involved SFDA
officials being paid in return for approval of products prior to their commercialization. In some cases, SFDA
officials abused their position by requesting payments to approve products which already satisfied SFDA’s
technical requirements, while in other cases payments were paid in connection with counterfeit or substandard
products. At that time, there was also a growing list of scandals involving counterfeit or contaminated food and
drugs originating in China, and many media reports circulated indicating that corruption in China was rampant and
contributed to these problems.

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During this period, a number of PRC government officials including Premier Wen Jiabao acknowledged
that the Chinese healthcare industry was in a state of disorder, and the central government initiated an anti-
corruption drive in 2007 to ensure food and medicine safety. The PRC Ministry of Supervision, which is
responsible for supervising the different departments of the State Council, stated it would target “unhealthy
practices” in the industry. According to the Ministry of Supervision, the cost of corruption in the healthcare sector
was estimated to be RMB606.0 million in 2007, based on 2,535 commercial cases it investigated in the prior year.
There were also arrests and criminal prosecutions of a number of high ranking SFDA officials, including Zheng
Xiaoyu who had been the head of the SFDA from 1998 to 2005. In May 2007, Mr. Zheng was sentenced to death
for accepting bribes (in cash, car, down payments of apartments, decorations and furniture, etc.) totaling RMB6.5
million from eight pharmaceutical companies directly or indirectly through his wife and son, in exchange for,
among other things, approving the sale of counterfeit medical drugs during his tenure. Mr. Zheng appealed but the
original ruling was affirmed in June 2007, and he was executed in July 2007.

In addition, two of Mr. Zheng’s subordinates, Cao Wenzhuang (whose signature was a required part of the
approval process in respect of the issuance of the approval certificate for drugs) and Hao Heping (whose signature
was a required part of the approval process in respect of the issuance of the approval certificate for medical
devices), were also prosecuted. Cao Wenzhuang was the director of the Division of Drug Registration of SFDA. In
July 2007, Mr. Cao was sentenced to death with a two-year reprieve for accepting bribes in cash totaling RMB2.4
million from two pharmaceutical companies. Mr. Hao was the director of the Division of Medical Devices of
SFDA during this period. In November 2006, Mr. Hao was found guilty of, among other things, accepting bribes
and was sentenced to 15 years in prison. In March 2007, the original ruling was affirmed. The bribes included
RMB50,000 in cash, a RMB250,000 car, RMB500,000 in golf membership cards and RMB200,000 in decorations,
which were provided by several domestic medical device manufacturers, including our Company and another
company which was at the time, and remains, listed on the Hong Kong Stock Exchange. Mr. Hao’s wife was also
involved and sentenced to five years in prison. The Chinese media reported that Messrs. Cao and Hao had been
secretaries of Mr. Zheng prior to their appointment to SFDA and were therefore considered to have a close and
personal relationship with him. The Chinese media also reported that from 2005 to 2007, various other SFDA
officials were arrested and sentenced for taking bribes.

It was in this environment of serious corruption inside SFDA that our Company became involved in Mr.
Hao’s case, as described in more detail in “Business — Special Incident” and “Business — Legal Proceedings and
Compliance — Legal implications of special incident” in this prospectus. Notwithstanding our involvement in Mr.
Hao’s case, however, all of the products we have offered for sale in China have met, and currently meet, SFDA’s
requisite technical standards of safety and efficacy.

SFDA reforms since 2007

To address the corruption problems within SFDA and related food and medicine safety problems, the PRC
government took a series of measures with regard to SFDA starting in 2007, including:

Š SFDA’s review procedures for evaluation and registration of food and drugs were tightened, including
adopting improved safety controls to verify all the information provided in applications through
pharmacological, toxicological and clinical trial analyses.

Š The State Council and SFDA launched a campaign to curb corruption and production of counterfeit
products within the pharmaceutical industry, with the aim of improving the safety and supply of
drugs.

Š SFDA started to implement a five-year plan for food and drug safety, with 90% of China’s territory to
be covered by a food standards monitoring network by 2010 and the enlargement of drug quality
inspection forces. In addition, SFDA personnel involved in food and drug supervision are prohibited

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from owning shares in medical-related companies, collecting lecture fees and receiving expensive
gifts. Depending on the severity of the violation, violators may be internally reprimanded, face
disciplinary actions or be turned over to judicial authorities.

Š SFDA conducted a concentrated review of drug applications submitted prior to October 1, 2007,
which included a total of 177,000 prior-approved drug applications and has deregistered some
counterfeit drugs.

In connection with the incidents described in this section, we have taken various remedial measures to
enhance our corporate governance and internal controls. See “Business — Corporate governance and internal
controls” in this prospectus.

Other PRC national and provincial level laws and regulations

We are subject to changing regulation under many other laws and regulations administered by PRC
governmental authorities at the national, provincial and city levels, some of which are, or may be, applicable to
our business.

Laws regulating medical device manufacturers and hospitals cover a broad array of subjects. For
example, regulations control the confidentiality of patient medical information and the circumstances under
which patient medical information may be released for inclusion in our databases, or released by us to third
parties. These laws and regulations governing both the disclosure and the use of confidential patient medical
information may become more restrictive in the future.

We must also comply with numerous additional national and local laws relating to matters such as safe
working conditions, manufacturing practices, environmental protection and fire hazard control. We believe we
are currently in compliance with these laws and regulations. We cannot assure you that we will not be required to
incur significant costs to comply with these laws and regulations in the future or that these laws or regulations or
compliance with them will not have a material adverse effect on our business, financial condition and results of
operation. Unanticipated changes in existing regulatory requirements or adoption of new requirements could
have a material adverse effect on our business, financial condition and results of operation.

OTHER REGIONS

Most major markets have different levels of regulatory requirements for medical devices. Modifications
to the approved products require a new regulatory submission in all major markets. The regulatory requirements,
and the review time vary significantly from country to country.

You should read the information set forth under “Risk Factors — Risks related to our industry — Our
products and facilities are subject to extensive regulation, which may subject us to high compliance costs and
expose us to penalties for non-compliance. We may not be able to obtain required regulatory approvals for our
products in a cost-effective manner or at all.” in this prospectus.

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COMPANY HISTORY AND REORGANIZATION

HISTORY AND DEVELOPMENT

Our business commenced in May 1998 with the incorporation of MP Shanghai in China. We began
manufacturing bare-metal stents in 2000. In 2001, we established a holding company, MP Cayman, in the
Cayman Islands, and MP Shanghai became a wholly owned subsidiary of MP Cayman. By February 2004, after a
series of transactions, MP Shanghai was owned by MP Cayman, Otsuka (China) Investment Co., Ltd. (“Otsuka
China”), a wholly owned subsidiary of Otsuka Pharmaceutical, and SIIC MedTech, each holding 52.78%, 40%
and 7.22% of the equity interest in MP Shanghai, respectively. See “— Private placements” below. In July 2004,
we commercially launched our proprietary drug-eluting stent, Firebird.

In July 2006, we incorporated our Company in the Cayman Islands with limited liability. Subsequently,
after a series of transactions, MP Cayman and the other shareholders in MP Shanghai exchanged all of their
shares in MP Shanghai for Shares in our Company, and as a result, we hold, directly and indirectly through our
wholly owned subsidiaries in BVI, Leader City and MP Medical, 100% of the equity interest of MP Shanghai.
This reorganization is described in more detail in “— Restructuring” below. We currently conduct our business
in China primarily through MP Shanghai. MP Shanghai is also responsible for the sales of our products to
international markets including the Asia Pacific region (excluding China), South America and Europe, some of
which until 2009 were made through MP B.V.

MP B.V., a company established under the laws of The Netherlands, has become our wholly owned
subsidiary since January 2007. MP B.V. assists us in coordinating with the European Union regulatory authorities in
connection with obtaining regulatory approvals for our products and distributes our products in the international
market. In addition, until 2009 some of our sales to international markets were made through MP B.V. Prior to
September 2006, MP B.V. was wholly owned by A.W.J. de Korte Holding B.V., which in turn was, to the best
knowledge of our Directors, wholly owned by A.W.J. de Korte, the former manager of MP B.V. In September
2006, MP Cayman acquired 100% of the outstanding shares of MP B.V. from A.W.J. de Korte Holding B.V. In
January 2007, MP Cayman transferred those shares to our Company for a nominal consideration in connection with
the reorganization described in “— Restructuring” below. See “— Acquisition of equity interest in MP B.V” below.

In April 2008, we established MP Lifesciences Shanghai, an indirectly wholly owned subsidiary of our
Company, in China. In June 2008, we completed our acquisition of MP Lifesciences Beijing (previously named
as Beijing Pangerui), a company established under the laws of the PRC, and MP Lifesciences Beijing became our
indirectly wholly owned subsidiary. We currently conduct and develop our diabetes business through MP
Lifesciences Shanghai and MP Lifesciences Beijing. In May 2009, we established MP Orthopedics, an indirectly
wholly owned subsidiary of our Company, in China. We currently conduct and develop our orthopedic business
through MP Orthopedics. In January 2009, we commercially launched our second generation drug-eluting stent,
Firebird 2. In August 2010, we established MP Electrophysiology, an indirectly wholly owned subsidiary of our
Company, in China. We currently conduct the research and development of our EP products, and expect to
conduct our business related to EP products, through MP Electrophysiology.

We also have one branch office in Beijing, which was established in August 2000 and is responsible
primarily for coordinating with SFDA in connection with obtaining SFDA approvals for our products and
providing customer services.

PRIVATE PLACEMENTS

The following shares, options and per share data are presented on an actual basis and do not reflect the
7.8-for-1 share split effected by MP Cayman in November 2003 and the 10-for-1 share split conditionally
adopted by our Company on September 3, 2010.

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COMPANY HISTORY AND REORGANIZATION

MP Shanghai

In 1998, MP Shanghai was established in China with a registered capital of US$300,000. In 2000, the
registered capital of MP Shanghai was increased to US$1,500,000. In 2001, we established a holding company,
MP Cayman, in the Cayman Islands, and MP Shanghai became a wholly owned subsidiary of MP Cayman.

During 2001 and 2002, as a result of a series of transactions set forth below, MP Shanghai was owned by
MP Cayman, SIIC MedTech and several institutional investors:

(i) In November 2001, the registered capital of MP Shanghai was increased to US$1,652,300 with the
contribution of US$152,300 to the registered capital of MP Shanghai by Shanghai Zhangjiang
Ventures Capital Co., Ltd. (“Zhangjiang Ventures”), a state-controlled company established under
the laws of the PRC. As a result, the equity interest of MP Shanghai was owned as to 90.78% and
9.22% by MP Cayman and Zhangjiang Ventures, respectively.

(ii) In May 2002, the registered capital of MP Shanghai was increased to US$2,362,200 with the
contribution of US$287,100 and US$422,800 to the registered capital of MP Shanghai by
Zhangjiang Ventures and Shenzhen Capital Group Co., Ltd. (“Shenzhen Capital”), a state-controlled
company established under the laws of the PRC, respectively. As a result, the equity interest of MP
Shanghai was owned as to 63.5%, 18.6% and 17.9% by MP Cayman, Zhangjiang Ventures and
Shenzhen Capital, respectively.

(iii) In July 2002, the registered capital of MP Shanghai was increased to US$2,899,700 with the
contribution of US$267,500, US$180,700 and US$89,300 to the registered capital of MP Shanghai
by Zhangjiang Ventures, Shenzhen Capital and Shandong Gaoyang Construction Co., Ltd.
(“Shandong Gaoyang”), a collectively-owned enterprise established under the laws of the PRC,
respectively. As a result, the equity interest of MP Shanghai was owned as to 51.73%, 24.38%,
20.81% and 3.08% by MP Cayman, Zhangjiang Ventures, Shenzhen Capital and Shandong
Gaoyang, respectively.

(iv) In August 2002, the registered capital of MP Shanghai was increased to US$3,685,000 with the
contribution of US$405,400 and US$379,900 to the registered capital of MP Shanghai by
MP Cayman and SIIC MedTech, respectively. As a result, the equity interest of MP Shanghai was
owned as to 51.71%, 19.18%, 16.38%, 10.31% and 2.42% by MP Cayman, Zhangjiang Ventures,
Shenzhen Capital, SIIC MedTech and Shandong Gaoyang, respectively.

In 2004, as a result of a series of transactions set forth below among MP Cayman, SIIC MedTech, Otsuka
China and the several institutional investors, MP Shanghai was owned by MP Cayman, Otsuka China and SIIC
MedTech, each holding 52.78%, 40% and 7.22% of the equity interest of MP Shanghai, respectively:

(i) In February 2004, each of Zhangjiang Ventures, Shenzhen Capital and Shandong Gaoyang agreed to
transfer its 17.15%, 14.65% and 2.16% equity interest in MP Shanghai to Otsuka China for a
consideration of US$3,612,812, US$3,086,163 and US$455,025, respectively.

(ii) In February 2004, each of Zhangjiang Ventures, Shenzhen Capital and Shandong Gaoyang agreed to
transfer its 2.03%, 1.73% and 0.26% equity interest in MP Shanghai to MP Cayman for a
consideration of US$427,208.96, US$364,074.63 and US$54,716.42, respectively.

(iii) In February 2004, the registered capital of MP Shanghai was increased to US$5,261,773 with the
contribution of US$871,763 and US$705,010 to the registered capital of MP Shanghai by MP
Cayman and Otsuka China, respectively. As a result, the equity interest of MP Shanghai was owned
as to 52.78%, 40% and 7.22% by MP Cayman, Otsuka China and SIIC MedTech, respectively.

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COMPANY HISTORY AND REORGANIZATION

(iv) In August 2004, the registered capital of MP Shanghai was increased to US$12,000,000 with the
contribution of US$3,556,437, US$2,695,290 and US$486,500 to the registered capital of MP
Shanghai by MP Cayman, Otsuka China and SIIC MedTech, respectively. As a result, the equity
interest of MP Shanghai was owned as to 52.78%, 40% and 7.22% by MP Cayman, Otsuka China
and SIIC MedTech, respectively.

All of the foregoing transactions were conducted, and the respective consideration was determined, based
on arm’s length negotiation. In addition, we have obtained all necessary approvals for the foregoing transactions.

MP Cayman

In 2001, MP Cayman was established in the Cayman Islands as a holding company with an authorized
share capital of US$50,000, divided into 5,000,000 ordinary shares of a par value of US$0.01 each.

After a series of transactions set forth below from 2001 to 2006, prior to our Reorganization as described
in “— Reorganization” below, MP Cayman was owned by several institutional investors including We’Tron
Capital, SIIC MedTech, Device Best, Info Trinity and Otsuka Pharmaceutical as to 59.29%, 26.05%, 10.42%,
1.84% and 2.40%, respectively:

(i) In September 2002, MP Cayman allotted 7,871 ordinary shares and 2,127 ordinary shares to
Dr. Zhaohua Chang and SIIC MedTech for a consideration of US$78.71 and US$1,105,400,
respectively. The consideration paid by SIIC MedTech was determined based on arm’s length
negotiation. As a result, Dr. Zhaohua Chang, together with two subscriber shares held by him, and
SIIC MedTech held 78.73% and 21.27% of the issued and outstanding share capital of MP
Cayman, respectively.

(ii) In September 2003, Dr. Zhaohua Chang transferred 7,003 ordinary shares and 339 ordinary shares
of MP Cayman to Shanghai We’Tron and Winning Forward Limited (“Winning Forward”), a
company incorporated under the laws of Hong Kong and owned as to 47%, 47% and 6% by
Mr. Philip Li Wang, our chief operating officer, and two independent third parties, respectively
(Mr. Wang ceased to be a shareholder of Winning Forward in April 2005), for a consideration of
US$1 each. As a result, Shanghai We’Tron, SIIC MedTech, Dr. Zhaohua Chang and Winning
Forward held 70.03%, 21.27%, 5.31% and 3.39% of the issued and outstanding share capital of MP
Cayman, respectively.

(iii) In November 2003, MP Cayman increased and redenominated its authorized share capital to
HK$500,000, divided into 50,000,000 ordinary shares of a par value of HK$0.01 each, and effected
a 7.8-for-1 share split. As a result, Shanghai We’Tron, SIIC MedTech, Dr. Zhaohua Chang and
Winning Forward held 54,623 ordinary shares, 16,591 ordinary shares, 4,142 ordinary shares and
2,644 ordinary shares of MP Cayman, representing 70.03%, 21.27%, 5.31% and 3.39% of the
issued and outstanding share capital of MP Cayman, respectively.

(iv) In February 2004, MP Cayman allotted 34,962,161 ordinary shares, 10,618,409 ordinary shares,
2,649,074 ordinary shares and 1,692,356 ordinary shares to Shanghai We’Tron, SIIC MedTech,
Dr. Zhaohua Chang and Winning Forward for a consideration of HK$349,621.61, HK$106,184.09,
HK$26,490.74 and HK$16,923.56, respectively. As a result, Shanghai We’Tron, SIIC MedTech,
Dr. Zhaohua Chang and Winning Forward held 70.03%, 21.27%, 5.31% and 3.39% of the issued
and outstanding share capital of MP Cayman, respectively.

(v) In February 2004, MP Cayman increased its authorized share capital to HK$700,000, divided into
65,000,000 ordinary shares of a par value of HK$0.01 each and 5,000,000 preference shares of a
par value of HK$0.01 each.

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COMPANY HISTORY AND REORGANIZATION

(vi) In May 2004, as a result of Otsuka Pharmaceutical’s strategic investment in MP Cayman, MP


Cayman issued 1,229,817 preference shares to Otsuka Pharmaceutical for a consideration of
US$4,974,000. Such consideration was determined based on arm’s length negotiation. As a result,
Shanghai We’Tron, SIIC MedTech, Dr. Zhaohua Chang, Winning Forward and Otsuka
Pharmaceutical held 68.35%, 20.76%, 5.18%, 3.31% and 2.40% (on an as-converted basis) of the
issued and outstanding share capital of MP Cayman, respectively.

(vii) In May 2004, Shanghai We’Tron transferred 2,710,000 ordinary shares of MP Cayman to SIIC
MedTech for a consideration of US$602,422. Such consideration was determined based on arm’s
length negotiation. As a result, Shanghai We’Tron, SIIC MedTech, Dr. Zhaohua Chang, Winning
Forward and Otsuka Pharmaceutical held 63.06%, 26.05%, 5.18%, 3.31% and 2.40% (on an as-
converted basis) of the issued and outstanding share capital of MP Cayman, respectively.

(viii) In June 2005, Winning Forward transferred 1,440,750 ordinary shares and 254,250 ordinary shares
of MP Cayman to Device Best and Info Trinity for a consideration of US$850,042.50 and
US$150,007.50, respectively. Such considerations were determined based on arm’s length
negotiation. As a result, Winning Forward ceased to be a shareholder of MP Cayman, and Shanghai
We’Tron, SIIC MedTech, Dr. Zhaohua Chang, Device Best, Otsuka Pharmaceutical and Info
Trinity held 63.06%, 26.05%, 5.18%, 2.81%, 2.40% (on an as-converted basis) and 0.50% of the
issued and outstanding share capital of MP Cayman, respectively.

(ix) In August 2005, Dr. Zhaohua Chang transferred 1,473,898 ordinary shares and 260,100 ordinary
shares of MP Cayman to Device Best and Info Trinity for a consideration of US$977,500 and
US$172,500, respectively. Such considerations were determined based on arm’s length negotiation.
As a result, Shanghai We’Tron, SIIC MedTech, Device Best, Otsuka Pharmaceutical, Dr. Zhaohua
Chang and Info Trinity held 63.06%, 26.05%, 5.69%, 2.40% (on an as-converted basis), 1.79% and
1.00% of the issued and outstanding share capital of MP Cayman, respectively.

(x) In October 2005, Dr. Zhaohua Chang transferred 781,335 ordinary shares and 137,883 ordinary
shares of MP Cayman to Device Best and Info Trinity for a consideration of US$989,951.45 and
US$174,697.76, respectively. Such considerations were determined based on arm’s length
negotiation. As a result, Dr. Zhaohua Chang ceased to be a shareholder of MP Cayman, and
Shanghai We’Tron, SIIC MedTech, Device Best, Otsuka Pharmaceutical and Info Trinity held
63.06%, 26.05%, 7.21%, 2.40% (on an as-converted basis) and 1.27% of the issued and outstanding
share capital of MP Cayman, respectively.

(xi) In March 2006, in connection with the rearrangement of Dr. Zhaohua Chang’s investment in
MP Cayman, Shanghai We’Tron transferred 32,306,784 ordinary shares of MP Cayman to
Dr. Zhaohua Chang. As a result, Shanghai We’Tron ceased to be a shareholder of MP Cayman, and
Dr. Zhaohua Chang, SIIC MedTech, Device Best, Otsuka Pharmaceutical and Info Trinity held
63.06%, 26.05%, 7.21%, 2.40% (on an as-converted basis) and 1.27% of the issued and outstanding
share capital of MP Cayman, respectively.

(xii) In March 2006, in connection with the rearrangement of Dr. Zhaohua Chang’s investment in
MP Cayman, Dr. Zhaohua Chang transferred 32,306,784 ordinary shares of MP Cayman to
We’Tron Capital. As a result, Dr. Zhaohua Chang ceased to be a shareholder of MP Cayman, and
We’Tron Capital, SIIC MedTech, Device Best, Otsuka Pharmaceutical and Info Trinity held
63.06%, 26.05%, 7.21%, 2.40% (on an as-converted basis) and 1.27% of the issued and outstanding
share capital of MP Cayman, respectively.

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COMPANY HISTORY AND REORGANIZATION

(xiii) In March 2006, We’Tron Capital transferred 1,643,874 ordinary shares and 290,095 ordinary
shares of MP Cayman to Device Best and Info Trinity for a consideration of US$2,082,788.36 and
US$367,550, respectively. Such considerations were determined based on arm’s length negotiation.
As a result, We’Tron Capital, SIIC MedTech, Device Best, Otsuka Pharmaceutical and Info Trinity
held 59.29%, 26.05%, 10.42%, 2.40% (on an as-converted basis) and 1.84% of the issued and
outstanding share capital of MP Cayman, respectively.

Between February 2004 and June 2005, MP Cayman granted options to purchase in aggregate 10,261,030
ordinary shares at exercise prices ranging from nil to HK$1.1057 and US$0.38 per share under the 2004 Option
Plan. The term of the subject options is ten years, and nominal considerations were payable in connection with
these grants. As of December 31, 2006, MP Cayman issued in aggregate 8,869,245 ordinary shares for an
aggregate consideration of HK$4,058,000 pursuant to the exercise of share options granted under the 2004
Option Plan. In January 2007, we entered into a transfer and assumption agreement with MP Cayman under
which we assumed all outstanding and unexercised options under the 2004 Option Plan.

REORGANIZATION

The following shares, options and per share data are presented on an actual basis and do not reflect the
10-for-1 share split conditionally adopted by our Company on September 3, 2010.

Restructuring

In order to make MP Shanghai a wholly-owned subsidiary of an offshore entity which could be listed on
an overseas stock market, we incorporated our Company in the Cayman Islands with limited liability in July
2006 and entered into a series of transactions as described below.

In August 2006, Otsuka China transferred its 40% equity interests in MP Shanghai to our Company for a
consideration of US$15,090,000. In connection with this transfer, we issued 45,665,595 of our ordinary shares to
Otsuka Pharmaceutical for a consideration of US$15,090,000 in September 2006. Also in August 2006, MP
Cayman transferred its 52.78% equity interest in MP Shanghai to its wholly owned subsidiary, MP Medical, and
SIIC MedTech transferred its 7.22% equity interest in MP Shanghai to its wholly owned subsidiary, Leader City.

In August 2006, we issued ordinary shares, par value US$0.0001 per share, of our Company to MP
Cayman, Otsuka Pharmaceutical and SIIC MedTech at par value. We also issued preference shares, par value
US$0.0001 per share, of our Company to Otsuka Pharmaceutical at par value. As a result, MP Cayman and SIIC
MedTech held 5,278 ordinary shares and 722 ordinary shares of our Company, respectively, and Otsuka
Pharmaceutical held 4,000 ordinary shares and 1,229,817 preference shares of our Company.

In November 2006, we issued 60,255,782 ordinary shares and 8,242,640 ordinary shares to MP Cayman
and SIIC MedTech, respectively, in exchange for their entire equity interests in MP Medical and Leader City.

In December 2006, MP Cayman distributed shares of our Company that it held to its shareholders
according to each shareholder’s equity interests in MP Cayman on a one-to-one basis. As to the remaining
undistributed shares of our Company held by MP Cayman, we repurchased all those shares from MP Cayman in
January 2007 and cancelled them on the same day. MP Cayman was dissolved in December 2007.

As a result of the foregoing, MP Medical and Leader City became our wholly owned subsidiaries, and we
held, directly and indirectly through MP Medical and Leader City, 100% of the equity interest in MP Shanghai.
We were held by shareholders including Otsuka Pharmaceutical, We’Tron Capital, SIIC MedTech, Device Best,
Info Trinity and other minority individual and institutional investors as a group, each holding approximately
40.9%, 18.9%, 18.8%, 4.7%, 0.8% and 15.9% of our issued and outstanding share capital.

— 93 —
COMPANY HISTORY AND REORGANIZATION

Acquisition of equity interest in MP B.V.

Prior to September 2006, MP B.V. was wholly owned by A.W.J. de Korte Holding B.V., which in turn
was, to the best knowledge of our Directors, wholly owned by A.W.J. de Korte, the former manager of MP B.V.
In September 2006, MP Cayman acquired 100% of the outstanding shares of MP B.V. from A.W.J. de Korte
Holding B.V. for a total consideration of Euro18,000. In January 2007, MP Cayman transferred those shares to
our Company for a nominal consideration in connection with the restructuring as described in “— Restructuring”
above.

SHAREHOLDERS AGREEMENT

Our shareholders agreement with holders of our ordinary shares and preference shares sets forth that such
agreement will terminate upon the closing of a qualified IPO. Pursuant to a shareholder resolution passed in
March 2010, we amended our Articles such that the Global Offering would constitute a “qualified IPO” under
our Articles. Based on this and a written confirmation of the Covenantors expected to be received by our
Company prior to the completion of the Global Offering, we understand that the shareholders agreement will
terminate upon the consummation of the Global Offering. In addition, all of our preference shares will
automatically convert into ordinary shares on a one-to-one basis upon the consummation of the Global Offering.
Consequently, no preference shares will be outstanding immediately following completion of the Global
Offering.

Rights of holders of our ordinary shares

Pursuant to the shareholders agreement, holders of our ordinary shares were granted the following rights,
all of which will be terminated upon the consummation of the Global Offering.

Information right

Holders of our ordinary shares are entitled to inspect and make copies of all documents relating to our
Company and our business and to discuss our Company’s affairs and finances with our Directors. Holders of our
ordinary shares are also entitled to receive financial statements and copies of all reports prepared for or at the
request of our Directors.

Participation right

Prior to the allotment and issue of any new securities by our Company to any third party, holders of our
ordinary shares are entitled to subscribe for its pro rata share of such new securities.

Right of first refusal

Holders or our ordinary shares are entitled to purchase some or all of the ordinary shares proposed to be
sold by any other holder of our ordinary shares.

Co-sale right

If any holder of our ordinary shares is selling its ordinary shares, subject to the foregoing right of first
refusal, other holders of our ordinary shares are entitle to participate in such sale on the same terms and
conditions.

Rights of holder of our preference shares

Pursuant to the shareholders agreement, the holder of our preference shares, Otsuka Pharmaceutical, was
granted the following principal rights, all of which will be terminated upon the consummation of the Global
Offering.

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COMPANY HISTORY AND REORGANIZATION

Reserved matters

Certain reserved matters of our Company are required to be approved by Otsuka Pharmaceutical. These
matters include amendments to the Memorandum or Articles of our Company, dissolution or winding up of our
Company, change in the share capital of our Company, declaration or payment of dividends or other legal
distributions, disposition of all or a substantial portion of the business or assets of our Company, acquisition of
certain capital or fixed assets, certain capital or other expenditure, and entering into of certain contracts or
arrangements.

Information right

Otsuka Pharmaceutical is entitled to inspect and make copies of all documents relating to our Company
and our business and to discuss our Company’s affairs and finances with our Directors. Otsuka Pharmaceutical is
also entitled to receive financial statements and copies of all reports prepared for or at the request of our
Directors.

Participation right

Prior to the allotment and issue of any new securities by our Company to any third party, Otsuka
Pharmaceutical is entitled to subscribe for its pro rata share of such new securities.

Right of first refusal

Otsuka Pharmaceutical is entitled to purchase some or all of the ordinary shares proposed to be sold by
any other holder of our ordinary shares.

Co-sale right

If any holder of our ordinary shares is selling its ordinary shares, subject to the foregoing right of first
refusal, Otsuka Pharmaceutical is entitled to participate in such sale on the same terms and conditions.

Redemption right

Otsuka Pharmaceutical is entitled, at its option, to require our Company to redeem all its preference
shares at a mutually agreed redemption price, by giving prior written notice to our Company.

Conversion right

Otsuka Pharmaceutical is entitled, at its option, to require our Company to convert all its preference
shares into ordinary shares of our Company, by giving prior written notice to our Company. Such conversion, if
made, shall be conducted in a manner so that after such conversion, the number of converted ordinary shares held
by Otsuka Pharmaceutical will constitute 2% of the share capital of our Company on a fully-diluted basis.

Dividend right

When dividends are declared and payable to the ordinary shareholders of our Company, Otsuka
Pharmaceutical is entitled to receive prioritized non-cumulative preferential cash dividends, pursuant to the
following: (i) when the dividends declared and payable by our Company for a year are equal to or less than
US$994,800, Otsuka Pharmaceutical is entitled to dividends equal to 50% of such distribution; and (ii) when the
dividends declared and payable by our Company for a year are greater than US$994,800, Otsuka Pharmaceutical
is entitled to dividends of (x) US$497,400, plus (y) pro-rata dividends based on the number of ordinary shares

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COMPANY HISTORY AND REORGANIZATION

into which the preference shares are convertible (immediately prior to such distribution) for the remaining
dividends in excess of US$994,800.

Liquidation preference

On a distribution of assets of our Company on a winding up or other return of capital (other than on a
redemption or repurchase of shares), Otsuka Pharmaceutical is first entitled to an amount up to the aggregate
purchase consideration paid for its preference shares and all arrears (if any) of the preference dividends and
interest at the rate of 0.05% per day thereon, and then to participate in the distribution of any surplus of assets of
our Company pro-rata with the holders of the ordinary shares based on the number of ordinary shares into which
the preference shares are convertible (immediately prior to such distribution).

SHARE SPLIT

Pursuant to the shareholder resolutions passed on September 3, 2010, our Company conditionally
adopted, among other things, a 10-for-1 share split of our share capital. See “Statutory and General Information
— Changes in share capital of our Group” in Appendix VI to this prospectus. Unless otherwise indicated, shares,
options and per Share data in this prospectus have been adjusted to reflect such 10-for-1 share split.

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COMPANY HISTORY AND REORGANIZATION

CORPORATE STRUCTURE

Corporate structure prior to the Global Offering

The following diagram sets forth the corporate structure (on an as-converted basis) of our Group after the
Reorganization and immediately before the Global Offering and a 10-for-1 share split, assuming no exercise of
any option under the Pre-IPO Share Option Schemes.

Employee
Connected person
Otsuka Shareholders other Minority
Shanghai ZJ(2) We’Tron Capital(3) employee
Pharmaceutical(1) than connected Shareholders(7)
Shareholders(4)(6)
persons(5)(6)
40.7% 0.6% 18.9% 2.2% 4.1% 9.3%

100% 100% 100%

Shanghai Shanghai Shanghai


Zhangjiang Holdings Zhangjiang Investment Zhangjiang Industry

18.8% 4.6% 0.8%


(3)

Our Company

100% 100% 100%

MP Medical Leader City MP B.V.

52.8% 40% 7.2%

MP Shanghai

100% 100% 100% 100%

MP Lifesciences Shanghai MP Lifesciences Beijing MP Orthopedics MP Electrophysiology

Notes:

(1) Otsuka Pharmaceutical is a wholly owned subsidiary of Otsuka Holdings. See “— Otsuka Pharmaceutical” below. Includes 1,229,817
preference shares (on an as-converted basis).

(2) The ultimate shareholder of Shanghai ZJ is the State-owned Assets Supervision and Administration Commission of the Shanghai Pudong
New Area People’s Government. See “— Shanghai ZJ” below.

(3) Dr. Zhaohua Chang, our founder, Director and chairman of our Company, owns 49% equity interest in, and thus controls, Shanghai
We’Tron which in turn owns 94.19% equity interest in We’Tron Capital. See “— We’Tron Capital” below.

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COMPANY HISTORY AND REORGANIZATION

(4) “Connected person employee Shareholders” refer to the directors, former directors during the past 12 months, and chief executives of
our Company and our subsidiaries. Set out below is the shareholding information of such connected person employee Shareholders as of
the date of this prospectus:

Mr. Qiyi Luo, an executive Director of our Company, directly holds 1,091,955 Shares in our Company, which accounts for 0.9% of our
share capital as of the date of this prospectus.

Mr. Yimin Xu, managing director of MP B.V., holds 605,226 Shares in our Company directly and indirectly through a special purpose
vehicle, which accounts for 0.5% of our share capital as of the date of this prospectus;

Mr. Daozhi Liu, general manager of MP Orthopedics, directly holds 461,261 Shares in our Company, which accounts for 0.4% of our
share capital as of the date of this prospectus;

Ms. Yan Zhang, executive director of MP Lifesciences Shanghai and an executive Director of our Company, indirectly holds 320,000
Shares in our Company through a special purpose vehicle, which accounts for 0.3% of our share capital as of the date of this
prospectus; and

Mr. Xiangyuan Li, executive director of MP Lifesciences Beijing, directly holds 35,482 Shares in our Company, which accounts for
0.03% of our share capital as of the date of this prospectus.

Dr. Zhaohua Chang is also a connected person employee shareholder who has been disclosed in footnote 3 and is therefore excluded
under this category.

(5) “Employee Shareholders other than connected persons” include employees and former employees, who are holding an aggregate of
4,705,258 Shares in our Company as of the date of this prospectus. None of the employees or former employees is, as of the date of this
prospectus, interested in and expected to be interested in, more than 1% of the share capital of our Company after the completion of the
Global Offering.

(6) “Connected person employee Shareholders” and “Employee Shareholders other than connected persons” include our employees and
former employees who became our Shareholders as a result of the exercise of their share options under the Pre-IPO Share Option
Schemes or the purchase of Shares from current or former Shareholders. See “Statutory and General Information — Pre-IPO Share
Option Schemes” in Appendix VI to this prospectus.

(7) “Minority Shareholders,” including Gao Yang Investment Corporation, Essex Woodlands Health Ventures Fund VII, L.P., Qi Capital
Corporation, and World Accord Limited, are interested in an aggregate of 10,732,835 Shares in our Company as of the date of this
prospectus. Gao Yang Investment Corporation, as the largest minority Shareholder, is interested in less than 5% of the Shares in our
Company. The minority Shareholders are independent of each other, and all of them are independent of our Group.

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COMPANY HISTORY AND REORGANIZATION

Corporate structure following completion of the Global Offering

The following diagram sets forth the corporate structure of our Group after the Reorganization and
immediately following completion of the Global Offering and a 10-for-1 share split, assuming the Over-
allotment Option is not exercised and no options will be exercised pursuant to the Share Option Schemes.
Employee
Connected person
Otsuka We’Tron Shareholders other Other public
Shanghai ZJ (2) employee
Pharmaceutical(1) Capital(3) than connected Shareholders(5)
Shareholders(4)
persons(4)
33.4% 0.5% 15.5% 1.8% 3.4% 25.6%

100% 100% 100%

Shanghai Shanghai Shanghai


Zhangjiang Holdings Zhangjiang Investment Zhangjiang Industry

15.4% 3.8% 0.7%

Our Company

100% 100% 100%

MP Medical Leader City MP B.V.

52.8% 40% 7.2%

MP Shanghai

100% 100% 100% 100%

MP Lifesciences Shanghai MP Lifesciences Beijing MP Orthopedics MP Electrophysiology

Notes:

(1) Otsuka Pharmaceutical is a wholly owned subsidiary of Otsuka Holdings. See “— Otsuka Pharmaceutical” below.

(2) The ultimate shareholder of Shanghai ZJ is the State-owned Assets Supervision and Administration Commission of the Shanghai Pudong
New Area People’s Government. See “— Shanghai ZJ” below.

(3) Dr. Zhaohua Chang, our founder, Director and chairman of our Company, owns 49% equity interest in, and thus controls, Shanghai
We’Tron which in turn owns 94.19% equity interest in We’Tron Capital. See “— We’Tron Capital” below.

(4) “Connected person employee Shareholders” and “Employee Shareholders other than connected persons” include our employees and
former employees who became our Shareholders as a result of the exercise of their share options under the Pre-IPO Share Option
Schemes or the purchase of Shares from current or former Shareholders. See “Statutory and General Information — Pre-IPO Share
Option Schemes” in Appendix VI to this prospectus.

(5) “Other public Shareholders” include the “Minority Shareholders” referred to in Note 7 in “— Corporate structure prior to the Global
Offering” above, all of which are independent of our Group and of each other.

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COMPANY HISTORY AND REORGANIZATION

SHAREHOLDERS

Otsuka Pharmaceutical

Otsuka Pharmaceutical is a corporation incorporated under the laws of Japan and is a wholly owned
subsidiary of Otsuka Holdings, a private company incorporated under the laws of Japan. Otsuka Holdings is
controlled by a number of Japanese financial institutions, the Otsuka Group Employee Shareholding Fund and
several private holding companies and foundations, which held a combined stake of 34.6% in the company as of
March 31, 2010. The remainder of Otsuka Holdings’ shares is held by approximately 7,000 Japanese individuals.

The Otsuka Group comprises a diversified portfolio of healthcare businesses engaged in the development
of scientific solutions ranging from pharmaceuticals to consumer products. Otsuka Pharmaceutical, established in
1964 as the pharmaceutical arm of the Otsuka Group, engages in the research, development, manufacturing and
marketing of therapeutic drugs, functional foods and beverages and other healthcare-related products. Certain
members of the Otsuka Group are listed companies in Japan and other countries.

Shanghai ZJ

The following shares are presented on an actual basis and do not reflect the 10-for-1 share split
conditionally adopted by our Company on September 3, 2010.

Shanghai ZJ is a holding company incorporated under the laws of BVI and is beneficially owned by
Shanghai ZJ Holdings Limited, a holding company incorporated under the laws of the Cayman Islands, and
Shanghai Zhangjiang Science & Technology Investment (Hong Kong) Company Limited, a holding company
incorporated under the laws of Hong Kong. The ultimate shareholder of Shanghai ZJ Holdings Limited is
Shanghai Zhangjiang Hi-Tech Park Development Co., Ltd. ( ), a company
established in China and whose shares are listed on the Shanghai Stock Exchange and majority owned by
Shanghai Zhangjiang (Group) Co., Ltd. The principal business activities of Shanghai Zhangjiang Hi-Tech Park
Development Co., Ltd. include the development and management of real estate projects in Shanghai Zhangjiang
Hi-Tech Park, investment in high-technology industry and provision of professional innovative services. The
ultimate shareholder of Shanghai Zhangjiang Science & Technology Investment (Hong Kong) Company Limited
is Shanghai Zhangjiang (Group) Co., Ltd. The ultimate shareholder of Shanghai Zhangjiang (Group) Co., Ltd. is
the State-owned Assets Supervision and Administration Commission of the Shanghai Pudong New Area People’s
Government which holds 100% of the shares of Shanghai Zhangjiang (Group) Co., Ltd.

Shanghai ZJ became one of our Shareholders (indirectly through Shanghai Zhangjiang Holdings,
Shanghai Zhangjiang Investment and Shanghai Zhangjiang Industry) after it acquired the entire outstanding share
capital of (i) SIIC MedTech which holds 21,588,362 ordinary shares of our Company from SIMST Medical
Science and Technology Development Limited for a consideration of approximately US$66.1 million, which was
determined based on arm’s length negotiation, in June 2009, (ii) Device Best which holds 5,339,857 ordinary
shares of our Company from CMT ChinaValue Capital Partners, L.P. for a consideration of approximately
US$16.4 million, which was determined based on arm’s length negotiation, in September 2009, and (iii) Info
Trinity which holds 942,328 ordinary shares of our Company, from its individual shareholders for a
consideration of approximately US$2.9 million, which was determined based on arm’s length negotiation, in
September 2009. SIIC MedTech, Device Best and Info Trinity were renamed as Shanghai Zhangjiang Holdings,
Shanghai Zhangjiang Investment and Shanghai Zhangjiang Industry in March 2010, respectively.

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COMPANY HISTORY AND REORGANIZATION

We’Tron Capital

Dr. Zhaohua Chang, our founder and Director and chairman of our Company, owns 49% equity interest
in, and thus controls, Shanghai We’Tron which in turn owns 94.19% equity interest in We’Tron Capital. The
remaining equity interest of Shanghai We’Tron is owned as to 29.974%, 21% and 0.026% by three independent
third parties, respectively, and these three independent third parties have no agreement in place to act in concert
with respect to their equity interest in Shanghai We’Tron and do not collectively control Shanghai We’Tron. The
remaining 5.81% equity interest of We’Tron Capital is owned by an independent third party.

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BUSINESS

OVERVIEW

We are a leading developer, manufacturer and marketer of medical devices in China in terms of the
number of stents implanted, focusing primarily on minimally invasive interventional products for the treatment
of vascular diseases and disorders. According to a report prepared by Frost & Sullivan in June 2010, we had the
leading market share, in terms of the number of stents implanted, of approximately 26.6%, 28.7% and 28.9% of
all coronary stents implanted in China in 2007, 2008 and 2009, respectively. As of the Latest Practicable Date,
we offered 18 products including cardiovascular and other vascular devices, as well as an EP and a diabetes
device. Our principal product is Firebird 2, our second generation drug-eluting cobalt-chromium stent, which is
thinner, stronger and more flexible than its predecessor, Firebird, which is made of stainless steel, and as a result
Firebird 2 provides higher efficacy. Both Firebird 2 and its predecessor, Firebird, have been the leading drug-
eluting stents in China in terms of the number of stents implanted in 2007, 2008 and 2009. We have
demonstrated a history of innovation being the first China-based manufacturer of interventional cardiology
products and developing the first drug-eluting stent commercially produced in China, in addition to having a
large intellectual property portfolio.

China’s healthcare system is undergoing fundamental changes as a result of the significant expansion of
financial support for the healthcare system as part of the PRC government’s new healthcare reform initiative. We
expect that this increased governmental spending will lead to increased diagnosis and treatment of chronic
ailments which are becoming more common in China, such as vascular diseases and disorders and diabetes. In
particular, cardiovascular disease is currently one of the leading causes of death in China. According to an article
citing the China Chronic Heart Disease 2006 Annual Report, nearly 50% of all deaths annually are due to
cardiovascular disease, and the prevalence of cardiovascular disease has steadily increased each year in China.
Frost & Sullivan estimates that the coronary stent market in China was approximately RMB3.76 billion in 2007,
and is expected to grow to approximately RMB16.92 billion in 2014, representing a CAGR of 24.0%.

As a result of the success of Firebird and Firebird 2 drug-eluting stents, we enjoy strong brand recognition
among the interventional cardiology community in China. In addition to our Firebird line of products, we offer a
range of other vascular stents to treat vascular diseases and disorders in other parts of the body. For example, we
offer increasingly utilized lines of TAA and AAA stents, called Hercules and Aegis, which are metal stents
covered with non-porous film or fiber to create an artificial vessel wall to relieve pressure caused by an
aneurysm. We also sell intracranial stents which are extremely small, flexible stents used to facilitate blood flow
in blood vessels in the brain, as well as stent grafts for use in surgical operations.

Leveraging our experienced research and development team, which had 170 employees as of March 31,
2010, we have internally developed and commercialized all of our cardiovascular and other vascular devices and
an EP ablation catheter, and, as of the Latest Practicable Date, had an additional 28 products in various stages of
development. As a result of our commitment to research and development, we have amassed a large intellectual
property portfolio. As of the Latest Practicable Date, we had received a total of 52 patents in China, including 13
invention patents, 38 utility model patents and one design patent, and two patents in the European Union. In
addition, as of the Latest Practicable Date, we had 83 patent applications pending in China and 11 patent
applications pending in the United States, the European Union and Japan.

Our research and development initiatives focus on developing both next-generation stents and medical
devices for the treatment of other types of chronic ailments which enable us to leverage our core strengths in
presently growing, but currently underserved, markets in China. For example, we received SFDA approval for,
and recently commercially launched, our new EP catheter product, FireMagic, which corrects a common type of
arrhythmia. We are also developing additional EP products and initiating research into the development of
pacemakers. Furthermore, to address the rapid increase in diabetes in China resulting from changing living
standards and lifestyles and an aging population, we acquired, made improvements to and recently commenced
sales of our insulin pump, La Fenice, and are in the process of developing a series of additional diabetes-related

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BUSINESS

products. Finally, we are working on a range of orthopedic devices which are designed to immobilize and/or
stabilize vertebrae in the spine, which may be needed following an injury or as a result of aging.

Due to our early entry into the minimally invasive interventional device market in China, we have built an
established network with many key opinion leaders in the Chinese medical community, including physicians,
researchers and hospital administrators. During the Track Record Period, our products have been used in over
1,100 hospitals across China. We use a combination of our own sales and marketing teams and a network of
independent distributors to market and sell our products in China. Our highly trained sales and marketing teams,
totaling 132 employees as of March 31, 2010, market our medical devices directly to hospitals through regular
visits to interventional cardiologists, radiologists, vascular surgeons and other medical professionals, sponsorship
of conferences, seminars and physician education programs, and other activities including regular training for
newer products. These direct marketing activities and our joint research and development projects with hospitals
help enhance awareness of our products, raise our profile and promote our brand recognition. We also had 125
independent distributors as of March 31, 2010 which, together with our own sales and marketing teams, provide
us with nationwide coverage of the China market. Nevertheless, we sold a minimal amount of TAA/AAA stent
grafts directly to hospitals in 2007 which accounted for 0.2% of our revenue for that year. In addition, we export
our products outside of China through our network of over 20 overseas distributors to more than 20 countries in
the Asia Pacific region (excluding China), South America and Europe. International sales accounted for 10.2%,
10.7%, 10.6% and 7.0% of our revenue for the years ended December 31, 2007, 2008 and 2009 and the three
months ended March 31, 2010, respectively.

We have established advanced manufacturing facilities, covering all key aspects of the design,
development and manufacturing of our medical devices. As we had the leading market share in terms of the
number of stents implanted in 2007, 2008 and 2009 according to Frost & Sullivan, we believe our facilities are
among the largest of the interventional medical device companies in China. In addition, we have commenced
construction of a new, significantly larger facility into which we plan to consolidate most of our production upon
its completion, which is scheduled for 2012. Our integrated production processes increase our production
efficiency and reduce our dependence on third-party suppliers, which distinguishes us from our domestic
competitors. We have a quality and regulatory affairs department which monitors every stage of our
manufacturing processes and ensures consistent product quality that meets our quality management standards and
policies.

In addition to drug-eluting stents, bare-metal stents (i.e., stents without a drug coating) and PTCA balloon
catheters are the most common minimally invasive methods to treat vascular diseases and disorders. PTCA
balloon catheters can be used either by themselves to expand and compress the plaque lining a blood vessel wall
or as a method to expand a vessel and insert a drug-eluting or bare-metal stent (substantially all PTCA
procedures in China in 2009 involved the use of a stent). According to Frost & Sullivan, drug-eluting stents were
used in 95.7% of all coronary stent procedures in China in 2009, with the remaining 4.3% using bare-metal
stents.

For the years ended December 31, 2007, 2008 and 2009, we had revenue of RMB421.3 million,
RMB485.2 million and RMB560.7 million, respectively, representing an increase of 15.2% from 2007 to 2008
and an increase of 15.6% from 2008 to 2009. For the three months ended March 31, 2009 and 2010, we had
revenue of RMB137.6 million and RMB176.7 million, respectively, representing an increase of 28.5%.

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BUSINESS

COMPETITIVE STRENGTHS

We believe that our principal competitive strengths include the following:

Established market leadership and strong brand recognition.

We have established the leading position in the drug-eluting stent market in China in terms of the number
of stents implanted. According to a report prepared by Frost & Sullivan in June 2010, our market share, in terms
of the number of stents implanted, was approximately 26.6%, 28.7% and 28.9% of all coronary stents implanted
in China in 2007, 2008 and 2009, respectively. In addition, our drug-eluting stents have won a number of awards
in China, including a science and technology award from the State Council for design and manufacturing and a
proprietary innovative product certificate from MOST. Fu Wai Hospital, which operates a well-known
cardiology center in China, conducted a large, single-center clinical study to compare Firebird with Johnson &
Johnson (through its Cordis subsidiary)’s Cypher and Boston Scientific Corporation’s Taxus, which are two
major drug-eluting stents worldwide. This study found that Firebird is statistically equivalent to Cypher and
Taxus in both safety and efficacy. An Zhen Hospital, which operates another well-known cardiology center in
China, also conducted a clinical comparative study of rapamycin eluting stents and concluded that the efficacy of
Cypher and Firebird is similar in both the short- and long-term. Moreover, we believe Firebird and Firebird 2
have better flexibility and deliverability than competing products in China based on feedback from cardiologists
in China. We believe this advantage is due to our superior technology and stringent quality management system,
which is a core component of our integrated manufacturing process. Our strong brand and leadership position in
the drug-eluting stent market enable us to take advantage of the significant growth expected in the medical
device industry in China, as well as create opportunities for us to expand in other fast growing and currently
underserved areas of complementary medical devices.

Strong sales, marketing and distribution capabilities in China.

We have established relationships with many key opinion leaders in the Chinese medical community,
including physicians, researchers and hospital administrators. We developed such relationships utilizing our local
sales and marketing team of 132 employees as of March 31, 2010 and an established distribution network
consisting of 125 distributors as of March 31, 2010 across the country. Through our marketing activities, training
seminars and joint research and development projects with hospitals, we have established relationships with a
number of well-known interventional cardiologists, radiologists and vascular surgeons in China, especially in
Tier III and II hospitals where a majority of the interventional cardiovascular and other vascular procedures are
performed. These relationships are a core component of our growth because these physicians are the ultimate
decision makers with respect to which medical devices are recommended for use by their patients. In addition,
we believe that our established relationships with hospitals and physicians create a barrier to entry for medical
device manufacturers that have yet to enter China, as hospitals and physicians tend to select products with which
they are familiar. As a result, we believe our established sales, marketing and distribution network provides a
strong competitive advantage to those companies which have not yet established China operations.

Proven research and development capabilities, robust product pipeline and strong intellectual property
portfolio.

We believe we maintain one of the largest highly skilled teams of research and development engineers in
the medical device industry in China, with 170 employees, of which approximately 81 possess masters or
doctorate degrees, as of March 31, 2010. The cornerstone of our research and development platform is a core
team of experienced engineers, many of whom were trained and held leadership roles at many of the major
medical device companies in the world. Each of our engineers focuses primarily on one product application and
is involved in the entire research and development process from product design to testing and regulatory
approval. Our engineers also have regular contact with the major hospitals which use our products, providing

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BUSINESS

them with real-time information regarding their needs. This understanding of the entire product development
process and customer needs provides a strong, flexible engineering platform which can be used to quickly
develop innovative products for a wide range of medical device applications. As of the Latest Practicable Date,
we offered 18 products, all of which were developed internally, except for La Fenice which we acquired
externally, and we had an additional 28 products in various stages of development. At the same time, we have
built-up a large intellectual property portfolio, particularly in the minimally invasive interventional device area,
and diligently monitor and defend our intellectual property. As of the Latest Practicable Date, we had received a
total of 52 patents in China, including 13 invention patents, 38 utility model patents and one design patent, and
two patents in the European Union. In addition, as of the Latest Practicable Date we had 83 patent applications
pending in China and 11 patent applications pending in the United States, the European Union and Japan. We
also had 25 applications for priority dates pending under the Patent Cooperation Treaty. We believe that our
strong research and development capabilities and strong intellectual property portfolio reinforce our brand and
will continue to enable us to keep pace with constantly evolving technologies in our industry.

Extensive experience in pre- and post-launch clinical trials and commercialization of products.

We have a proven track record of successfully initiating and completing large-scale clinical trials for our
new products and obtaining SFDA approval for their commercial launch. We conduct these trials both on a
pre-launch basis to obtain regulatory approval for the sale of new products and on a post-launch basis to build a
database that serves as an important marketing tool to demonstrate to physicians that our products are safe and
effective. Clinical trials are generally complex, multi-step projects, and they depend on the willingness of
hospitals that are approved as clinical trial centers by SFDA to engage in them. Our research and development
department is able to utilize our established relationships with the Chinese medical community to work closely
with physicians, researchers and hospital administrators to get their support to participate in our proposed trials
and develop clinical trial protocol plans that describe in detail the goal of the clinical trial, the risks involved, the
overall design of the trial and the methods and procedures of the trial. Once a clinical trial has commenced, our
clinical specialists continuously monitor the use of our products pursuant to the approved clinical trial protocol
during the procedures and patients’ reactions to the products following the procedures. We also maintain a team
of regulatory specialists who use their deep understanding of SFDA regulatory approval process to submit the
requisite clinical data to obtain approvals in a timely manner.

Since we commenced our business in May 1998, we have conducted clinical trials and received SFDA
approval for 22 products, as well as SFDA approvals for all our product renewal applications (except for those
applications currently being reviewed by SFDA in accordance with its procedures). We have completed a post-
launch clinical trial for Firebird involving 1,561 patients across 29 cardiology centers in China and are currently
conducting a second clinical trial for Firebird involving 1,029 patients from 45 cardiology centers in China. We
initiated a post-launch clinical trial for Firebird 2 in April 2009 involving 5,084 patients from 80 cardiology
centers in China and commenced a second Firebird 2 trial involving up to 1,000 patients in March 2010. We
believe that our extensive experience in clinical trials and obtaining SFDA approvals creates a re-enforcing
competitive advantage whereby hospitals and physicians are more willing to engage in clinical trials with us
because they are already familiar with our Company and know we have a proven record of successful trials.
Following SFDA approval, our sales efforts benefit from the fact that many physicians at major hospitals are
already familiar with our new products as a result of the clinical trials, which is augmented by our efforts to build
patient databases through post-launch clinical trials and the training, product demonstrations and other activities
of our sales and marketing department.

High quality, cost-effective manufacturing platform.

We have established advanced manufacturing facilities, covering all key aspects of the design,
development and manufacturing of our medical devices. As we had the leading market share in terms of the

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BUSINESS

number of stents implanted in 2007, 2008 and 2009 according to Frost & Sullivan, we believe our facilities are
among the largest of the interventional medical device companies in China, and we have commenced
construction on a new, significantly larger facility in Zhangjiang Hi-Tech Park, Shanghai, China into which we
plan to consolidate most of our production upon its completion, which is scheduled for 2012. Our manufacturing
capabilities allow us to quickly and cost-effectively produce products in various lots, ranging from small test
batches and limited production for clinical trials to full commercial production. Our production processes are also
flexible so that we can switch production between different products, enabling us to capture new market
opportunities as the needs of physicians and patients change and our product development activities evolve. In
addition, our integrated approach allows us to lower our production costs and lessen our dependence on third
party suppliers by manufacturing a majority of our key components. We also have a quality and regulatory affairs
department which monitors every stage of our manufacturing processes and ensures consistent product quality
that meets our quality management standards and policies. We have established a quality management system in
accordance with SFDA regulations, and our manufacturing facilities are regularly inspected by SFDA and other
governmental bodies. As a result, we are able to price our products competitively while maintaining high quality
standards and strong brand recognition.

Experienced management team.

Our senior management team brings together strong technical expertise and business experience. Our
management team is comprised of experienced medical device specialists and senior managerial personnel. Most
members of our senior management have many years of experience in the medical device industry, gained from
working in large multinational companies, including Medtronic, Inc., Guidant Corporation, Endocare Inc.,
Cyromedical Sciences Inc., C.R. Bard, Inc. and St. Jude Medical Inc. Members of our management also have
extensive experience working together, with our executive Director and chairman, president, chief operating
officer and chief technology officer having been working together at our Company for the last five years. We
believe that our experienced and committed management team enhances our ability to develop and implement
our strategies quickly in response to market changes. Furthermore, due to our brand name and market position in
China in the interventional cardiovascular area, we believe that we are able to attract highly qualified personnel
at various levels who have the educational or technical backgrounds we need for our operations.

STRATEGIES

Our objective is to strengthen our position as a leader in developing, manufacturing and marketing
medical devices in China and over time in select international markets. We intend to achieve our objective by
implementing the following strategies:

Continue to enhance our brand name and market position in China.

We will continue to build our brand name and increase the market penetration of our products, in
particular our drug-eluting stents by increasing our marketing efforts, expanding our distribution network, hiring
additional marketing personnel and continuing to develop relationships with the major hospitals and physicians
in China. For example, we expanded the size of our marketing and sales staff during the Track Record Period by
approximately 76.0%, and we expect that we will hire additional staff in future periods. We are also increasing
the number of training programs for physicians and plan to establish education and training centers in China. In
addition, we intend to increase our penetration of small- to medium-sized hospitals and selected geographic
regions, such as southern and southwestern China, where sales of our products are currently lower than in other
areas. Moreover, we will continue to conduct post-launch clinical studies with hospitals to build patient databases
that demonstrate the safety and efficacy of our products and to conduct clinical studies that compare our products
to those of our competitors. Such clinical data is an important marketing tool for enhancing the reputation of our
brand. We will also further enhance our customer service to continue to foster physician loyalty.

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BUSINESS

Broaden our portfolio of innovative devices for vascular diseases.

We intend to continue devoting significant resources to the research and development of new products for
the treatment of cardiovascular and other vascular diseases. We have a wide range of innovative products
currently in various stages of development, including Firehawk, our third generation drug-eluting stent. Firehawk
uses a biodegradable drug coating that is specially applied so that it attaches only to the area of the stent that
contacts the blood vessel, thereby reducing the amount of the drug released and minimizing the impact on the
patient. We are currently conducting clinical trials of Firehawk. In addition, we have a wide range of other stent
products in development, including carotid stents, intracranial stent grafts and next-generation TAA/AAA stent
grafts. We intend to continue to develop products in this area that will gain market acceptance in China to
leverage our existing brand and hospital relationships.

Develop new technologies and enter complementary medical device markets.

Building on our strong product portfolio and our technical expertise in minimally invasive devices, we are
expanding into other medical device markets which offer significant growth opportunities, including devices for
the treatment of arrhythmia, diabetes and orthopedic disorders. In evaluating new areas of the medical device
market to enter, we consider long-term demographic and health trends in China, as well as PRC government
policies, to identify categories of medical devices which improve the quality of life for patients with chronic
ailments and address large and growing markets. We also look to identify categories of medical devices which
enable us to leverage our strengths in research and development, high quality manufacturing of complex devices,
extensive distribution, marketing and sales networks, and expertise with clinical trials and obtaining SFDA
approval. Finally, we focus on areas which we believe are currently underserved in the China market and
elsewhere. For example, we recently commercially launched FireMagic, an EP ablation catheter, and expect to
commercially launch EasyFinder, an EP diagnostic catheter, as soon as the last quarter of 2010. We also market
La Fenice, an insulin pump for the administration of insulin to diabetics. We are developing a suite of other
devices in these areas, as well as a line of orthopedic devices for the treatment of spinal disorders. We are also
exploring other areas which present potential growth opportunities such as pacemakers.

Capitalize on opportunities created by China’s ongoing healthcare reforms.

We intend to capitalize on opportunities created by China’s ongoing healthcare reforms, which will
significantly expand China’s healthcare infrastructure and public insurance coverage. Of the RMB850 billion
which the PRC government plans to inject into the healthcare system, a significant amount is anticipated to be
devoted toward developing basic healthcare services, including building an additional 2,000 county hospitals and
approximately 30,000 township hospitals by 2011. This massive expansion of healthcare infrastructure across
China is designed to expand and ensure adequate healthcare in towns and rural areas by boosting patients’
accessibility and affordability of medical care, thereby increasing the rates of disease diagnoses. We expect that
this increased government spending will lead to increased diagnosis and thus, in the long-term, treatment of
chronic ailments such as vascular diseases and disorders, arrhythmia and diabetes. We plan to increase the level
of interaction between our sales and marketing teams and physicians in smaller hospitals through training,
seminars and other activities. These activities are designed to raise their awareness of the symptoms associated
with vascular and other ailments treated with our products and thus expand the overall addressable market. We
also expect the PRC government to continue its support for the ongoing gradual expansion and upgrading of Tier
III and Tier II hospitals where advanced medical procedures such as stenting and PTCA are conducted.
Accordingly, our sales and marketing teams will also remain focused on maintaining our relationships with these
hospitals and introducing physicians in these hospitals to our newer products, including deploying dedicated
teams for new product lines such as our EP devices. Finally, the PRC government’s planned expansion of the
basic medical insurance scheme to cover more than 90% of the Chinese population will significantly increase the
affordability of healthcare services for patients in China. We plan to continue promoting awareness of our

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portfolio of products among the various local government offices which administer such insurance scheme so
that they will be considered for inclusion, and remain included, in the list of reimbursable medical devices within
the particular locale.

Further expand brand awareness and sales internationally.

We intend to increase our sales to international markets and enhance awareness of our products outside of
China. We have received regulatory approval to sell a number of our products in several jurisdictions, including
countries in the Asia Pacific region (excluding China), South America and Europe. In addition, we have filed
applications for approvals of our products in the European Union and several countries in the Asia Pacific region
(excluding China) and South America. As part of these efforts, we have been, and plan to continue, increasing
the number of distributors we use overseas, increasing the number of overseas clinical trials we conduct and
streamlining our international sales department. For example, we intend to provide our international sales
department with real time online access to regulatory data regarding our products which will help them to more
efficiently and effectively increase penetration in our existing international markets and enter into new markets.
Our products were sold in more than 20 countries in 2009, up from 16 countries in 2008, and we expect to
increase our sales to international markets as we gain brand recognition worldwide. We will continue to develop
products targeting these and other potential international markets, especially the European Union. We also plan
to expand our international presence by establishing alliances and partnerships with local and international
companies in our target markets.

Pursue product and technology purchase opportunities, strategic acquisitions and alliances.

To complement our internal capabilities, we will seek suitable opportunities to acquire new products or
innovative technologies in the interventional cardiology and other vascular areas, as well as in other medical
device areas that have a large potential market in China and enable us to leverage our existing strengths, such as
EP, diabetes and orthopedics. For example, we acquired MP Lifesciences Beijing in June 2008 to develop our
diabetes business. We believe that pursuing selective acquisitions of companies or technologies could enhance
our competitiveness and strengthen our market position. Such transactions may include acquisitions of
companies based within and outside of China. We believe that our relationships with many industry participants
and our knowledge of, and experience in, the medical device industry in China allow us to understand industry
trends, technological developments and practical applications of medical technologies, which will assist us in
making decisions regarding such acquisitions. In addition, entering the Chinese marketplace is a difficult and
complex undertaking, and many foreign companies find it extremely challenging to establish a viable entry into
the market. We expect that our extensive platform in China will provide opportunities for potential alliances with
foreign medical device manufacturers which are looking to sell products in China.

PRODUCTS

We develop, manufacture and sell interventional cardiology and other vascular devices as well as an EP
ablation catheter and insulin pump, and are developing other devices for the treatment of arrhythmia, diabetes
and orthopedic disorders and pacemakers. Our principal product is Firebird 2, our second generation drug-eluting
stent. Firebird 2 and its predecessor, Firebird, have been the leading drug-eluting stents in China in terms of the
number of stents implanted in 2007, 2008 and 2009. Firebird generated approximately 89.4%, 83.7%, 5.8% and
3.0% of our revenue for the years ended December 31, 2007, 2008 and 2009 and the three months ended March
31, 2010, respectively, and Firebird 2 generated approximately 3.2%, 80.5% and 83.9% of our revenue for the
years ended December 31, 2008 and 2009 and the three months ended March 31, 2010, respectively.

Our stents are delivered into the blood vessels of patients primarily using catheter delivery systems and
are produced in various diameters and lengths for use in different size blood vessels of patients.

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All of our products sold in China met the requisite standards of SFDA. See “Regulations — SFDA
requirements” for a discussion of the SFDA approval requirements and the dates our products received SFDA
approvals.

Current products

As of the Latest Practicable Date, we offered 18 products. The following table sets forth a list of our
current products and their commercial launch dates and current markets.

Commercial
Type of Device Brand Product Launch Date Current Markets

Cardiovascular Firebird 2 Drug-eluting January 2009 China


Devices cobalt-chromium Asia Pacific
stent

Firebird Drug-eluting July 2004 China


stent Asia Pacific
South America
Mustang Bare-metal stent November 2000 China
Asia Pacific
South America
Europe

Tango Bare-metal September 2007 Asia Pacific


cobalt-chromium (excluding
stent China)
South America
Europe
Jive PTCA balloon August 2005 Asia Pacific
dilatation (excluding
catheter(1) China)
South America
Europe
Pioneer/Scipio PTCA balloon December 1999/ China
dilatation November 2006 Japan
catheter(1)
Catenaccio PTCA balloon July 2006 Japan
dilatation
catheter with
high pressure
balloon(1)
— Angiographic June 2000 China
catheter(1)
— Single-use December 2000 China
accessory
devices for use
with
intravascular
catheter(1)

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Commercial
Type of Device Brand Product Launch Date Current Markets

Other Vascular Cronus Operational stent September 2004 China


Devices graft(1)

Apollo Intracranial December 2004 China


stent(1)
Aether Distal protective June 2007 China
device(1)
Hercules T TAA stent graft July 2006 China
South America

Aegis T TAA stent graft May 2002 China

Hercules B AAA stent graft September 2009 China


Asia Pacific
South America

Aegis B AAA stent graft July 2006 China

Electrophysiology FireMagic Ablation catheter July 2010 China


Device

Diabetes Device La Fenice Insulin pump(1) December 2009 China


(the predecessor
version of this
product was named
Shengtang A)

Note:

(1) These products are categorized under other products when we set forth the breakdown of our revenue by products contained elsewhere
in this prospectus.

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Product development pipeline

We currently expect to launch five new devices as soon as 2010, an additional four new devices as soon
as 2011 and three new devices as soon as 2012. The following table sets forth our products under development
and our products that have been approved but not yet launched commercially, their distinguishing features and
their stage of development, listed in the order of the respective years in which we expect to launch them
commercially.

We plan to initially launch all of our products currently in development in China and consider expanding
sales to other markets given suitable opportunities, depending on factors such as the type of product and market
demand and regulatory requirements.

Expected to be
Commercially
Launched as Soon as Type of Device Product Stage of Development

Other Vascular Crownus peripheral stent Received approval from SFDA


2010 Devices
Radial artery hemostat Received approval from SFDA
Electrophysiology EasyFinder fixed curve Submitted to SFDA for approval
Device diagnostic catheter

Diabetes Devices Disposable infusion set for Submitted to SFDA for approval
insulin pump
Disposable syringe for insulin Submitted to SFDA for approval
pump
2011 Other Vascular Willis intracranial stent graft Submitted to SFDA for approval
Devices
Taurus carotid stent Submitted to SFDA for approval
Electrophysiology Circular diagnostic catheter Preparing initial submission for
Device Shanghai SFDA
Other Device Infusion pump for delivery of In clinical trials
medicine to treat Kallmann
syndrome
2012 Cardiovascular Firebird 2 Long, drug-eluting Preparing initial submission for
Device cobalt-chromium stent with Shanghai SFDA
extended length
Diabetes Device V Pump, second generation In research and development
insulin pump
Orthopedic Posterior spinal fixation In research and development
Device system

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Expected to be
Commercially
Launched as Soon as Type of Device Product Stage of Development

Beyond 2012 Cardiovascular Firehawk, third generation In clinical trials


Device drug-eluting stent
Other Vascular Neurovascular reconstruction In pre-clinical study
Devices system for treatment of
cerebral aneurysms
Castor branched stent graft In pre-clinical study
system for treatment of
thoracic aortic aneurysms
Hercules balloon catheter In clinical trials
Diabetes Device Patch insulin pump In research and development
Electrophysiology 3D EP system for mapping of In pre-clinical study
Devices the heart’s electrical patterns
External reference electrode In pre-clinical study
Navigation and ablation In pre-clinical study
catheter
Orthopedic Anterior cervical plate system In research and development
Devices
Thoracic & lumber fusion device In research and development
Cervical fusion device In research and development
Posterior cervical fixation system In research and development
Locking plate system In research and development
Other Devices Biomaterial replacement heart In research and development
valve
Catheter for injection of gene In research and development
or bone marrow into heart
tissue for treatment of
coronary ischemia
Pacemaker In research and development

Interventional cardiology and other vascular devices

Drug-eluting stents

Drug-eluting stents generated substantially all of our revenue during the Track Record Period, and we
expect to continue to derive a substantial majority of our revenue from Firebird 2 in 2010 and 2011.

Firebird 2

In January 2008, we obtained SFDA approval for Firebird 2, our second generation drug-eluting stent.
We commercially launched Firebird 2 in January 2009, with limited pre-marketing sales in 2008. Firebird 2 is a
balloon-expandable stent constructed of 0.034 inch thick cobalt-chromium and coated with sirolimus, a type of
drug also known as rapamycin which has been proven to be effective and safe in limiting in-stent restenosis and
inflammation around the stent. Cobalt-chromium stents are thinner, stronger and more flexible than stainless steel
stents, and as a result, provide higher efficacy. We designed Firebird 2 so that it has a very small profile while
collapsed so that it can be inserted into blood vessels more easily and, when expanded, displays high radial
strength to ensure the blood vessel remains unblocked. In addition, cobalt-chromium is less likely to interfere

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with MRI, as compared to stainless steel which has magnetic properties that can affect the image generated. We
also use a different polymer from that of Firebird for Firebird 2, which is more biostable and biocompatible
(meaning it is not harmful to the body and allows a stable release of the drug over the desired time period).
Firebird 2 is inserted into a patient utilizing a rapid exchange catheter system which allows a surgeon to rapidly
and single-handedly place the stent into the blood vessel via a guide wire which runs through the center of the
catheter. We are developing Firebird 2 Long, which extends the length of Firebird 2 to treat longer areas of
blocked vessels using a single stent.

Firebird

In May 2004, we obtained SFDA approval for Firebird, our first proprietary drug-eluting stent. We
launched Firebird commercially in July 2004. Firebird is a balloon-expandable stent constructed of 0.042 inch
thick stainless steel and coated with sirolimus. The polymer used in Firebird is designed to be biostable and
biocompatible. Firebird was designed by our research and development team and was the first domestic drug-
eluting stent in China.

Clinical trials for Firebird 2 and Firebird

We have conducted various clinical trials for Firebird 2 and Firebird and are currently engaging in a post-
launch clinical study for Firebird 2. For example, Fu Wai Hospital, which operates a well-known cardiology
center in China, conducted a large, single-center clinical study to compare Firebird with Johnson & Johnson
(through its Cordis subsidiary)’s Cypher and Boston Scientific Corporation’s Taxus, which are two major drug-
eluting stents worldwide. This study found that Firebird is statistically equivalent to Cypher and Taxus in both
safety and efficacy. An Zhen Hospital, which operates another well-known cardiology center in China, also
conducted a clinical comparative study of rapamycin eluting stents and concluded that the efficacy of Cypher and
Firebird is similar in both the short- and long-term. In addition, the preliminary results from Focus, our ongoing
Firebird 2 post-commercial launch clinical study, indicate Firebird 2 achieves all of the performance criteria we
set for that product, including with respect to major adverse cardiac events. Moreover, we believe Firebird and
Firebird 2 have better flexibility and deliverability than competing products in China based on feedback from
cardiologists in China. This flexibility facilitates easier delivery and placement of the stent in target sites in the
body that are difficult to reach.

Firehawk

We are currently conducting clinical trials for our third generation drug-eluting stent, Firehawk. Firehawk
is a balloon-expandable cobalt-chromium target-eluting stent coated with sirolimus. Firehawk uses a
biodegradable drug coating that is specially applied so that it attaches only to the area of stent that contacts the
blood vessel, thereby reducing the amount of drug released and minimizing the impact on the patient. We expect
to commercially launch Firehawk as soon as 2013, subject to the results of the clinical trials and SFDA approval.

Bare-metal stents

In November 2000, we obtained SFDA approval for Mustang, a balloon-expandable stainless steel stent
without a drug coating. We commercially launched Mustang in the same month. Currently, we primarily sell
Mustang in the Asia Pacific region (excluding China), South America and Europe, where there is higher demand
for the relatively low cost bare-metal stents.

The market for bare-metal stents is characterized by significant competition and price pressure.
Nonetheless, we intend to leverage our development efforts for drug-eluting stents and our low cost operating
model to opportunistically sell bare-metal stents where demand exists. For example, starting in September 2007,
we began marketing Tango, our bare-metal cobalt-chromium stent based on the Firebird 2 design, for sale mainly

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in the Asia Pacific region (excluding China), South America and Europe (we received the first regulatory
approval from an overseas regulator for this product in May 2007).

PTCA balloon dilatation catheters

PTCA balloon dilatation catheters are used to open blocked or narrowed coronary arteries during
angioplasty procedures. PTCA balloon dilation catheters can also be used before or after the implantation of
stents to open blocked or narrowed blood vessels. We use certain specific materials and coating for our PTCA
balloon dilation catheters which we believe enhance their flexibility, smoothness and delivery.

We currently market three types of PTCA balloon dilatation catheters, namely, Jive, Pioneer/Scipio and
Catenaccio. Jive is a PTCA balloon dilation catheter and is sold in the Asia Pacific region (excluding China),
South America and Europe. Pioneer is a PTCA balloon dilation catheter and is sold in China. Pioneer is named as
Scipio for sale in Japan. Catenaccio is a PTCA balloon dilation catheter designed for use with patients whose
coronary arteries have hardened and require catheters with higher pressure to open the blocked or narrowed
arteries. Catenaccio is sold in Japan. We commercially launched Jive, Pioneer/Scipio and Catenaccio in August
2005, December 1999/November 2006 and July 2006, respectively. We obtained SFDA approval or the first
regulatory approval from an overseas regulator for Jive, Pioneer/Scipio and Catenaccio in September 2004,
October 1999/September 2005 and September 2005, respectively.

Angiographic catheters and single-use accessory devices for use with intravascular catheters

Angiographic catheters are used to inject a kind of colored dye into a blood vessel which can then be
viewed via a digital scanner to determine where blockages exist. Cardiologists then use this information to
determine whether a stent is required and the most effective place to insert the stent. We commercially launched
our angiographic catheters in June 2000 after obtaining SFDA approval in October 1999.

Single-use accessory devices for use with intravascular catheters include various accessory devices used
during intravascular procedures, such as collectors and syringes. We commercially launched these devices in
December 2000 after obtaining SFDA approval in the same month.

TAA/AAA stent grafts

Stent graft procedures are the primary vascular procedures for treating aneurysms. A stent graft is a metal
stent covered with non-porous, waterproof film or fiber, which creates an artificial vessel wall over the aneurysm
to support the blood flow and relieve pressure on the aneurysm. We manufacture and sell TAA stent grafts,
Hercules T and Aegis T, which are self-expandable straight stent grafts used to treat thoracic aortic aneurysms,
and AAA stent grafts, Hercules B and Aegis B, which are bifurcated self-expandable stent grafts used to treat
abdominal aortic aneurysms.

We commercially launched Hercules T in July 2006 (after obtaining SFDA approval in the same month),
and it has a more advanced structure and fiber than Aegis T which was launched in May 2002 (it was approved
by SFDA in April 2002). Hercules T generated approximately 3.8%, 4.3%, 4.7% and 6.7% of our revenue for the
years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010, respectively. We
commercially launched Hercules B and Aegis B in September 2009 (after obtaining SFDA approval in August
2009) and July 2006 (after obtaining SFDA approval in November 2002), respectively. Aegis B is our first-
generation AAA stent graft, and Hercules B is our second generation AAA stent graft which has a different
structure and different fiber from Aegis B.

We expect revenue generated from our TAA/AAA stent grafts will continue to increase in 2010 and 2011
as certain governmental health insurance providers, including in the Shanghai area, have raised the
reimbursement level for treatments using TAA/AAA stent grafts from 2010.

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We are also conducting clinical trials for a Hercules balloon inflation catheter which is designed to be
inserted and inflate after a Hercules stent is inserted in order to ensure that the stent is securely attached to the
blood vessel wall and on a branched aortic stent graft designed for insertion in a specific section of the aorta.

Operational stent grafts

Our operational stent graft, Cronus, is a fiber-covered bare-metal stent which is stitched directly to a
patient’s aorta during surgical procedures to allow continued blood flow through the vessel. These grafts thus
serve as an artificial blood vessel lining which prevents a rupture or leakage of blood. We commercially launched
Cronus in September 2004 after obtaining SFDA approval in August 2004.

Intracranial stents

Intracranial stents are extremely small stents that are used to treat vascular disorders in the brain. Our first
intracranial stent, Apollo, is a balloon-expandable stainless steel intracranial stent without a drug coating
designed to treat brain strokes by opening up blocked or narrowed blood vessels in the brain. We commercially
launched Apollo in December 2004 after obtaining SFDA approval in November 2004. Although it has generated
only a small portion of our revenue to date, we expect sales of Apollo to increase rapidly in 2010 and 2011 as
patients are able to obtain higher level of reimbursement from governmental health insurers for treatments using
Apollo from 2010.

Willis is a fiber-covered balloon-expandable cobalt-chromium intracranial stent graft without a drug


coating and treats cerebral aneurysms by preventing the bursting of blood vessels in the brain. Willis is currently
in development, and we expect to commercially launch it as soon as 2011, subject to SFDA approval.

We are also developing a neurovascular self-expanding stent specifically designed to treat cerebral
aneurysms. We are currently conducting animal studies for this device.

Peripheral stents

Peripheral stents are used to open blocked or narrowed blood vessels outside the heart and the brain.
Crownus is a self-expandable nitinol peripheral stent without a drug coating. We received SFDA approval for
Crownus in December 2009 and expect to commercially launch Crownus as soon as the last quarter of 2010.

Carotid stents

Carotid stents are used to open blocked or narrowed areas in the carotid artery in the neck area. We are
currently conducting clinical trials for Taurus, which is a self-expandable nitinol carotid stent without a drug
coating. Subject to the results of these trials and obtaining SFDA approval, we expect to commercially launch
Taurus as soon as 2011.

Carotid artery stenting represents an emerging minimally invasive treatment for carotid artery disease and
a significant alternative to endarterectomy, the traditional surgical treatment for obstructions in the carotid artery
in the neck area which is more invasive than stenting.

Distal protective devices

Our distal protective device, Aether, is a retrievable device placed far away from the area where a carotid
stent is being implanted to capture embolic debris released during the placement of the stent and prevent such
debris from migrating to the brain, where it could cause serious harm. We commercially launched Aether in June
2007 after obtaining SFDA approval in June 2006.

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Electrophysiology devices

We are currently in the process of developing electrophysiology and atrial fibrillation catheters for the
treatment of arrhythmia. EP and AF catheters are designed to treat supraventricular tachycardia and atrial
fibrillation diseases, which are types of irregular heartbeat conditions. We believe the market for the treatment of
EP and AF in China presents a particularly significant opportunity.

FireMagic, our ablation catheter, was approved by SFDA in July 2009 and was commercially launched in
July 2010. FireMagic corrects a common type of arrhythmia by threading a small tube, known as a catheter, into
the heart and applying radio frequency energy to neutralize the tissue generating the irregular signals and thereby
reestablish normal heart rhythm. In addition, we are currently waiting for SFDA approval for our EasyFinder
diagnostic catheter which physicians can use to determine which areas of the heart are generating irregular
signals. We expect to commercially launch EasyFinder as soon as the last quarter of 2010. We also have another
EP catheter currently in clinical trials which is expected to be commercially launched as soon as 2011.

We are also developing technologies that will provide physicians with the ability to diagnose AF through
real time three-dimensional mapping of the heart’s electrical patterns. Once the electrical pattern is defined, the
physicians can use the AF catheter to precisely target the tissue which is generating irregular signals.

Diabetes devices

We manufacture and sell insulin pumps and are currently in the process of developing a series of
additional diabetes-related products.

Insulin pumps

Insulin pumps are used for the administration and injection of insulin into the body in the treatment of
diabetes. An insulin pump consists of a pump (including controls, processing module and batteries), a disposable
syringe (which is a reservoir for the insulin located inside the pump), a disposable infusion set (including a
cannula for subcutaneous insertion under the skin) and a tubing system to interface the insulin reservoir to the
cannula. Insulin pumps are generally worn by patients in their pockets or belts like a mobile phone or MP3.
Insulin pumps calculate complex “diabetes math” and recommend precise insulin dosages to help patients
manage their disease without the need for daily insulin injections by syringe. Because insulin pumps deliver
precise micro-doses of insulin to the body, they assist diabetes patients in effectively controlling their glucose
levels.

We have been marketing our insulin pump, La Fenice, since December 2009 (after obtaining SFDA
approval in March 2009) after we acquired MP Lifesciences Beijing (previously named as Beijing Pangerui). La
Fenice is an improved version of the insulin pump which Beijing Pangerui had been offering, Shengtang A, with
enhanced quality and performance. We generated an insignificant amount of revenue from Shengtang A
following the acquisition of Beijing Pangerui. Currently we only manufacture the pump for La Fenice. La Fenice
is designed to treat Type I diabetes, as well as late-stage Type II diabetes.

We are currently waiting for SFDA approval for our proprietary disposable syringe and disposable
infusion set to be used with the La Fenice pump and expect to launch these products as soon as the last quarter of
2010.

V pumps

A V Pump is a second generation insulin pump which is designed to have enhanced reliability and a more
convenient design compared to La Fenice. We are currently conducting research and development on V Pump,
and subject to the results of clinical trials and SFDA approval, expect to commercially launch it as soon as 2012.

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Patch insulin pumps

A patch insulin pump is a self-contained insulin dosage system that delivers insulin to the patient through
a convenient-to-use patch that is stuck onto the skin and inserts a very small needle into the skin. By delivering
the insulin via a patch, the patient does not need to handle cumbersome tubes and cannulas which can interfere
with everyday activities such as bathing and exercising. We are currently in the process of conducting research
and development on patch insulin pumps.

Infusion pumps

Leveraging on our development and technologies in insulin pumps, we are currently developing infusion
pumps for the delivery of other pharmaceuticals into patients. Our first infusion pump product is designed to
deliver medicine for the treatment of Kallmann syndrome, which is a rare hormonal disorder and affects
predominantly men but can also affect women. Typical characteristics of Kallmann syndrome are a failure to go
through puberty and an absent sense of smell. We are currently conducting clinical trials for this infusion pump,
and subject to the results of these trials and SFDA approval, we expect to commercially launch it as soon as
2011.

Orthopedic devices

Our orthopedic devices include titanium braces and brackets in various shapes to immobilize and/or
stabilize vertebrae in the spine. Such products are often required following an injury or as a result of aging. Our
orthopedic devices in development include a posterior spinal fixation system which immobilizes and stabilizes
spinal segments in adults as an adjunct to surgery to fuse together vertebrae in the treatment of acute or chronic
instability or deformity of the areas of the spine known as thoracic (mid- and upper-back), lumbar (lower back)
and sacral (bottom of the spine), as well as devices to stabilize two cervical vertebrae (neck area of the spine) or
two thoracic and lumbar vertebrae during fusion surgery. We are also developing an anterior cervical plate
system which is a semi-rigid system bolted into cervical vertebrae to treat degeneration, trauma (such as
fractures) and tumors involving such vertebrae and other devices for the stabilization of the cervical, thoracic and
lumbar spinal areas.

We expect to commercially launch our posterior spinal fixation system as soon as 2012 and our other
orthopedic products after 2012.

Pacemakers

Pacemakers are used to regulate the beating of the heart and to maintain an adequate heart rate in cases
where the heart’s native pacemaker is not fast enough. We are initiating research into the development of
pacemakers.

RESEARCH AND DEVELOPMENT

We believe that the success of our operations has depended and will continue to depend to a large extent
on our ability to develop new or improved medical devices. We have a proven track record of independently
developing and commercializing new or improved medical devices. We internally developed all of the
cardiovascular and other vascular devices and an EP ablation catheter we currently offer, including Firebird and
Firebird 2 drug-eluting stents, from which we generated a substantial portion of our revenue during the Track
Record Period, our increasingly utilized line of TAA and AAA stents, called Hercules and Aegis, as well as our
intracranial stent, Apollo, and numerous other devices as described above. Recently, we received SFDA approval
for our first EP device, FireMagic, and have commercially launched it in China.

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As of the Latest Practicable Date, we also had an additional 28 products in various stages of development,
including our third generation drug-eluting stent, Firehawk, for which we are currently conducting clinical trials
and expect to commercially launch as soon as 2013, subject to the results of the clinical trials and SFDA
approval. We have successfully completed the first stage of human trials, involving 20 patients, and commenced
the second stage of the trials involving approximately 500 patients. We expect that these trials will ultimately
include approximately 1,000 patients in total over three stages. We also anticipate that our other vascular,
electrophysiology and diabetes devices currently being developed will contribute to our future growth, including
the following:

Š EasyFinder fixed curved diagnostic catheter (EP device), disposable infusion set for insulin pump
(diabetes device) and disposable syringe for insulin pump (diabetes device) — SFDA approval
applications have been submitted for each of these three products, and they are currently in the
technical review stage with SFDA. We expect that they may be commercially launched as soon as
2010.

Š Willis intracranial stent graft (other vascular device) — this is also in technical review with SFDA,
and we expect that it may be commercially launched as soon as 2011.

Š Taurus carotid stent (other vascular device) — the clinical trials for this stent have been completed
and the SFDA approval application was submitted in August 2010. We expect that we may be able
to commercially launch this product as soon as 2011.

Š EP circular diagnostic catheter (EP device) — the clinical trials for this stent have recently been
completed and we are in the process of preparing the report showing the relevant pre-clinical and
clinical data to be submitted to the Shanghai SFDA office. We expect that we may be able to
commercially launch this product as soon as 2011.

Š Firebird 2 long (cardiovascular device) — the clinical trials for this stent have recently been
completed and we are in the process of preparing the report showing the relevant pre-clinical and
clinical data to be submitted to the Shanghai SFDA office. We expect that we may be able to
commercially launch this product as soon as 2012.

Š V Pump (diabetes device) — our research and development team is currently working on a prototype
for this second generation insulin pump and testing it internally. We anticipate commencing clinical
trials for this product as soon as 2011.

In addition to the foregoing, we have numerous other medical devices in various stages of development
which we believe will contribute to our future growth, including a patch insulin pump and various orthopedic
devices for which prototypes are in development and testing, as set forth in “— Product development pipeline”
above. We have conducted, and expect to continue to conduct, all our research and development activities
independently within our own Group, without any assistance from or involvement of our Controlling
Shareholder. Our Directors are of the view that our proven track record of developing and successfully
conducting large-scale clinical trials for and commercializing such a wide range of medical devices, and our
current pipeline of products in development, demonstrate that we have sufficient research and development
capabilities to generate future growth for our business.

During the Track Record Period, we focused our research and development activities primarily on our
vascular and EP products, as well as, to a lesser extent, orthopedic and diabetes products. We expect to continue
focusing on these products, as well as pacemakers, in 2010 and 2011.

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Our development process for a new product is typically as follows:

Planning and design


• Usually takes approximately three months to one year

Design verification (including animal testing, if necessary)


• Usually takes approximately six to 18 months

Validation (including pre-launch clinical trial, if necessary)


• Usually takes approximately one to three years and may vary due to
different requirements of SFDA and overseas regulatory authorities

Obtaining regulatory approval


• Usually takes approximately six to 18 months and may vary due to
different requirements of SFDA and overseas regulatory authorities

Production and commercial launch

Post – launch clinical trial for significant products such as


Firebird and Firebird 2
• Usually takes approximately one to three years

We believe that we maintain one of the largest highly skilled teams of research and development
engineers and technicians in the medical device industry in China. We have a dedicated research and
development department divided into sub-groups which each focuses on a particular line of products. As of the
Latest Practicable Date, we had eight sub-groups which focus on cardiovascular devices, diabetes devices,
orthopedic devices, EP devices, peripheral vascular and neurovascular devices, stent graft devices, pacemakers
and other vascular devices such as our distal protective device, plus a sub-group that provides support for all of
our research and development activities. Our research and development department is led by our chief
technology officer, with the support of a research and development director and manager-level professionals and
various engineers and technicians for each sub-group that focuses on a particular line of products. As of March
31, 2010, there were 170 employees in our research and development department, which accounted for 14.2% of
our employees, of which 81 employees possess a masters or doctorate degree and 47 employees possess a

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bachelor degree. We believe that we are able to attract highly qualified personnel who have the requisite
educational or technical backgrounds we need for our operations due to the reputation of our senior management
and our market position in China in the interventional technology area.

The cornerstone of our research and development platform is a core team of experienced engineers, many
of whom were trained and held leadership roles at many of the major medical device companies in the world.
Each of our engineers focuses primarily on one product application and is involved in the entire research and
development process from product design to testing and regulatory approval. Our engineers also have regular
contact with the major hospitals which use our products, providing them with real-time information regarding
their needs. This understanding of the entire product development process and customer needs provides a strong,
flexible engineering platform which can be used to quickly develop innovative products for a wide range of
medical device applications. Leveraging on our extensive experience in developing devices for interventional
cardiology and other vascular diseases, our engineers have extended their research and development into a range
of other areas, including devices for the treatment of arrhythmia, diabetes and orthopedic disorders, as well as
pacemakers.

Our research and development costs consist primarily of, among other things, salaries, bonuses and
related expenses for personnel engaged in research and development, and purchases of supplies and materials
used in our research and development projects. Our research and development costs were RMB54.2 million,
RMB59.4 million, RMB86.4 million and RMB25.3 million for the years ended December 31, 2007, 2008 and
2009 and the three months ended March 31, 2010, representing 12.9%, 12.2%, 15.4% and 14.3% of our revenue
for those periods, respectively. We have been awarded numerous government grants from time to time in
connection with our research and development projects, typically in the form of interest-free loans, interest-
reduced loans and subsidies. We recognized government grant income of RMB10.7 million, RMB11.3 million,
RMB14.7 million and RMB0.07 million for the years ended December 31, 2007, 2008 and 2009 and the three
months ended March 31, 2010, respectively.

Our products have won a number of awards in China in recognition of, among other things, the
innovation and technology advancement involved in our development of various products. For example, in 2006,
the Shanghai Municipal Government granted us the second class science and technology improvement award for
our design and manufacturing of TAA/AAA products. In 2007, the State Council granted us the second class
science and technology improvement award for our design and manufacturing of drug-eluting stents. In 2008, we
were granted a Shanghai focus new product certificate for Firebird 2 by the Shanghai Municipal Science and
Technology Commission. In 2009, we were granted a proprietary innovative product certificate for our drug-
eluting stent by MOST. In 2009, we were also granted proprietary innovative product certificates for our
operational stent graft system, drug-eluting cobalt-chromium stent system, Apollo intracranial stent system and
Hercules AAA stent graft system jointly by three Shanghai municipal governmental authorities. In addition, in
2008, we were granted the Shanghai science and technology small giant enterprise award jointly by two Shanghai
municipal governmental agencies, and we have been recognized as a high and new technology enterprise jointly
by four Shanghai municipal governmental agencies since 2001, both in recognition of our achievements in the
area of research and development.

We often collaborate with major hospitals and universities in China in the research and development of
our products, in particular for the conduct of animal tests and provision of suggestions to improve our products.
We generally enter into written or on occasion oral agreements with these hospitals and universities, the terms
and conditions of which may vary from project to project and are determined following arm’s length discussions.
Typically, we pay the cooperating party an agreed amount of fees based on the scale of the project, and the
cooperating party is responsible for the conduct of the project and providing updates and reports to us.
Ownership of the intellectual property rights, if any, arising in connection with the project are usually retained by
us. However, during the Track Record Period, such collaborations focused on the testing and development of

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technologies we developed and did not involve the creation of any new intellectual property. Generally, we have
the right to terminate the agreement if the cooperating party fails to conduct the project on schedule.

For example, our research and development personnel worked together with doctors at Fu Wai Hospital,
which is well-known in China for interventional procedures, in the development of Firebird 2, which we
launched commercially in January 2009. This project involved doctors at Fu Wai Hospital conducting animal
tests for us and providing updates and reports to us pursuant to an oral agreement. We paid Fu Wai Hospital an
agreed amount of fees determined based on the scale of the animal tests. We are also working together with
doctors at Shanghai Sixth People’s Hospital, which is a major hospital in the treatment of aneurysms in
Shanghai, in the development of our proprietary stent graft for the treatment of aneurysm in aortic and cerebral
arteries. Pursuant to our contractual agreement, doctors at Shanghai Sixth People’s Hospital are responsible for
conducting animal tests and clinical trials and providing updates or reports to us. We are responsible for the
provision of materials and fees for research and development, registration with SFDA and manufacturing and
selling of the product being developed. Ownership of the intellectual property rights to the product developed as
part of this project will be held jointly by us and the hospital, and we will share the profits from the sales of such
product with the hospital.

CLINICAL TRIALS

Our research and development team has significant experience in conducting clinical trials for our
products. We conduct clinical trials of our new products in order to obtain the requisite regulatory approvals and
collect post-procedure data following such approvals that can be used to improve, and enhance the marketing of,
our products. In addition, clinical data is an important marketing tool for increasing credibility for our brand. The
goal of a clinical trial is to measure the clinical efficacy and safety of a device that is the basis for the regulatory
body’s approval. Primary parameters for clinical trials are selected based on the intended use of the medical
device. Although clinical trial metrics are measurements at an individual patient level, the results are extrapolated
to entire populations of patients based on clinical similarities to patients in the clinical trials.

SFDA maintains a catalog of hospitals that it has approved as clinical trial centers, from which we select
a number of hospitals with the desirable expertise, patient samples, technology and equipment to conduct our
clinical trials. Animal tests are required for certain medical devices and clinical trial centers usually require them
for high-risk products prior to conducting trials on patients. After we have selected clinical trial centers and, if
required, completed animal tests, we will prepare a clinical trial protocol plan that describes in detail the goal of
the clinical trial, the risks involved, the overall design of the trial and the methods and procedures of the trial. We
will also organize a meeting with the participating hospitals to discuss the purposes and requirements of the
clinical trial, as well as to select hospitals acting as the principal investigators for the clinical trial, which
typically consist of the largest and best-equipped two or three out of all the participating hospitals. Following
such meeting, we will submit to the ethics committee of each of the participating hospitals our clinical trial
protocol plan, our drafts of the informed consent documents to be filled out by patients and case report forms to
be completed by investigators supervising the clinical trial, as well as our agreements with the hospitals to
perform the clinical trial. The ethics committees may ask us to revise the clinical trial protocol or other
documents before approval. During the clinical trial, our clinical specialists will monitor the use of our products
pursuant to the approved clinical trial protocol during the procedures and patients’ reactions to the products
following the procedures and check relevant clinical data for us. At the end of the clinical trial, the principal
investigators will gather case report forms from all participating hospitals, submit these case report forms to core
laboratories and data statistic centers for data handling, prepare formal reports of the results of the clinical trial
and submit them to SFDA.

Recently, SFDA has required more extensive clinical trials, which has significantly increased the time
and expense required to obtain approval. For example, the approval of our first drug-eluting stent, Firebird,

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involved clinical trials on approximately 100 patients and took approximately nine months. In contrast, the
clinical trials for our third generation drug-eluting stent, Firehawk, which are currently being conducted, are
expected to involve approximately 1,000 patients over three stages, and if such trials are successful, we anticipate
that we may be able to obtain SFDA approval within three years from the commencement of clinical trials. While
this extended approval process creates barriers to entry for competitors who want to obtain approval for new
products that compete with our existing product lines, particularly Firebird 2, it will also significantly increase
our product development costs for our newer products.

We have conducted various clinical trials for Firebird, including Firebird in China and Fireman, two
multi-center, nationwide studies, and other clinical trials to evaluate the safety and efficacy of Firebird. In
addition, we are engaged in Focus, a multi-center, nationwide study to evaluate the safety and efficacy of
Firebird 2.

In each of these studies, we assess the safety and efficacy of our products by measuring key quantitative
clinical criteria which are commonly used by international drug-eluting stent manufacturers in their own clinical
studies, including measuring the incidence among patients of major adverse cardiac events (e.g., cardiac death or
non-fatal myocardial infarction) resulting from the use of Firebird, restenosis at the location in the vessel where
the stent was inserted (known as target lesion revascularization) and, in the case of Fireman, restenosis in other
portions of the blood vessel into which the stent was inserted (known as target vessel revascularization). The
specific safety and efficacy targets established in our clinical trial protocols for each of these criteria are
consistent with those used by our international competitors.

Firebird in China (“FIC”) was sponsored by the Chinese Society of Cardiology, and its objective was to
assess the efficacy and safety of Firebird. FIC is what is known in the industry as a “real world” clinical study,
meaning that patients with different medical histories and risk profiles were randomly enrolled, and in total 1,561
patients from 29 cardiology centers across China participated in FIC. We have presented the one-month results,
six-month results and twelve-month results of this study, and also conducted angiographic follow-up
examinations of approximately 750 patients nine months after FIC commenced. The final results of FIC were
presented in March 2007, and we achieved our safety and efficacy targets established in the clinical trial
protocol. FIC was the first post-launch clinical trial in stent industry ever conducted by a China-based medical
device company.

Fireman is conducted through CCRF Consulting Co., Ltd. (previously named as CCheart Consulting Co.,
Ltd.), which is an independent clinical research organization. Its objective is to assess the medium to long term
efficacy and safety of Firebird in treating complex coronary artery lesions. The Fireman study began in January
2007 and enrolled 1,029 patients from 45 cardiology centers across China, with a focus on high risk patients,
including patients with particularly small blood vessels, long areas of blocked blood vessels and/or diabetes. We
have presented the hospitalized-period results, one-month results, six-month results, eight-month results, twelve-
month results, eighteen-month results, twenty-four month results and thirty-month results of this study, which
indicated that we achieved our safety and efficacy targets established in the clinical trial protocol. The thirty-six-
month results and final results of Fireman are anticipated to be available by the end of 2010.

Focus is conducted through CCRF Consulting Co., Ltd., and its objective is to assess the clinical effects
of Firebird 2. The Focus study began in April 2009 and, as of February 2010, enrolled 5,084 “real world” patients
from 80 cardiology centers across China. The one-month results of Focus were presented in March 2010, which
indicated that we achieved our safety and efficacy targets established in the clinical trial protocol, and we expect
to have six-month results, twelve-month results, twenty-four-month results and thirty-six-month results for this
study. The final results of Focus are anticipated to be available after 2012.

In March 2010, we commenced a second post-launch clinical study through CCRF Consulting Co., Ltd.
for Firebird 2 involving up to 1,000 patients and focusing on the long-term effects of the product in high risk

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patients. This clinical study is expected to be completed by April 2014 and involve a cost to us of approximately
RMB4.5 million.

For the years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010, we
incurred costs of RMB8.7 million, RMB7.4 million, RMB16.2 million and RMB1.9 million in connection with
the conduct of clinical trials, respectively.

SALES, MARKETING AND DISTRIBUTION NETWORK

We primarily sell and market our products in China and export our products, including Firebird,
Firebird 2, Mustang, Tango, Scipio, Jive, Catenaccio, Hercules T and Hercules B outside of China to more than
20 countries in the Asia Pacific region (excluding China), South America and Europe. We generated 10.2%,
10.7%, 10.6% and 7.0% of our revenue from international markets for the years ended December 31, 2007, 2008
and 2009 and the three months ended March 31, 2010, respectively.

We use a combination of our own marketing teams and a network of independent distributors to market
and sell our products in China. Our highly trained marketing teams focus on continuously interacting with
physicians to educate them about, and train them in the use of, our products. Such interaction is fostered through
regular visits to interventional cardiologists, radiologists, vascular surgeons and physicians by our marketing
teams, on-site demonstration of our products to physicians, our sponsorship of conferences, seminars and
physician education programs and other activities. Although patients are the end users of our products,
physicians and purchasing departments of hospitals decide what products to stock and physicians typically
recommend to patients what products to use. We find that, as physicians become more knowledgeable and
experienced with our products, they will be much more likely to recommend our products, thereby forming a
powerful extension of our marketing efforts. In addition to accelerating market awareness and adoption of our
products, our communications with physicians also provide us with continual feedback on our products and
trends in the market which helps guide our research and development projects. In our marketing efforts, we
primarily target large and medium sized hospitals in China, especially Tier III hospitals, which have more
resources to perform interventional procedures than smaller hospitals. At the same time, we have been increasing
our marketing efforts to Tier II and Tier I hospitals, which are usually covered by our distributors who usually
have better relationships with smaller to medium sized hospitals. In 2009, over 1,100 hospitals in China
purchased our products through distributors, which comprised mainly Tier III and, to a lesser extent, Tier II
hospitals. We plan to expand our marketing teams and utilize our established relationships with hospitals and
doctors to increase demand for our products from hospitals.

In line with market practice, we sell all of our products to distributors who then resell our products to
hospitals, except for a minimal amount of TAA/AAA stent grafts which were sold directly to hospitals in 2007
and accounted for 0.2% of our revenue for that year. Our distributors make sales to hospitals including delivery
of products and collection of payments, and conduct their own marketing of our products through their sales
forces. Revenue from sales represents the invoiced value of goods, net of VAT, trade discounts, allowances and
rebates. We recognize revenue when the customer takes ownership and assumes the risk of loss. For sales
through distributors, transfer of ownership occurs at the time when our products are shipped or picked up by the
distributors from our facility without any recourse. For direct sales to hospitals, transfer of ownership occurs at
the time when our products have been implanted or used during surgical procedures.

Sales and marketing

In addition to the sales activities of our distributors, we also market our products directly to hospitals. As
of March 31, 2010, our marketing and sales department had 132 employees dedicated to marketing and managing
and supporting our distributors. Our marketing and sales department consists of sub-groups which each focuses
on a particular line of products, and covers both domestic and international markets.

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Because purchasing departments of hospitals and physicians are key decision makers with respect to our
products, our marketing employees visit these purchasing personnel and doctors in the hospitals to educate them
about our products and to introduce our new products. Our marketing employees also attend various medical
conferences and seminars organized by hospitals and other medical professional organizations to promote our
products, as well as participate in exhibitions and trade shows of medical devices. In addition, they gather market
information on the competitive landscape and user feedback on the performance of our products as compared
with our competitors’ products. We also sponsor doctors’ conferences and education programs. As part of our
marketing campaign for a new product, we will invite on occasion well-known physicians to perform a medical
procedure using the new product in public demonstrations for other doctors. We also advertise our products in
industry and trade magazines and other publications.

After the commercial launch of a principal product, we will often conduct post-launch clinical studies
with hospitals to demonstrate the efficacy of such product and support our marketing efforts. Our marketing staff
initiate and supervise such studies. See “— Clinical trials” above.

Because TAA/AAA stent grafts involve relatively new technology, we provide technical support to
hospitals and physicians through our marketing personnel. Our marketing and technical support personnel study
patients’ angiographs together with physicians and help determine if interventional procedures are suitable for
the patients and, if so, the model and size of the stent grafts to be used and if they need to be specifically made to
order. Our marketing and technical support personnel sometimes observe TAA/AAA stent grafting procedures
using our products and provide information during such procedures in order to help physicians understand the
characteristics of our products. They also follow up with physicians after the procedures to collect data on the
performance of our products. These training and educational activities also extend to doctors outside of China.
For example, we hosted a group of doctors from Argentina and Brazil in September 2009 for training in the
features and uses of our TAA/AAA stent grafts.

We set annual and quarterly sales targets at the beginning of each year and each quarter. On a monthly
basis, we assess information our marketing personnel gather from hospitals on the number of implantations of
our stents, and adjust our sales forecasts accordingly. We base our sales projections solely on the implantation
rate of our products and not on purchase orders from hospitals or our distributors. We believe that the use of
implantation rates allows us to more accurately predict market demand for our products.

Distribution network

In line with market practice, we sell all of our products to distributors who then resell our products to
hospitals, except for a minimal amount of TAA/AAA stent grafts which were sold directly to hospitals in 2007
and accounted for 0.2% of our revenue for that year. We had 54, 91, 142 and 147 domestic and international
distributors as of December 31, 2007, 2008 and 2009 and March 31, 2010, respectively, all of which are
independent distributors except for MP B.V. and a few international distributors who are affiliates of Otsuka
Pharmaceutical. We do not have management control over these independent distributors. The following table
sets forth the number of our domestic and international distributors as of December 31, 2007, 2008 and 2009 and
March 31, 2010.

As of December 31, As of March 31,


2007 2008 2009 2010
Domestic distributors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 69 120 125
International distributors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 22 22 22
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 91 142 147

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Domestic distributors

We generally enter into distribution agreements with our distributors in China for a one-year term which
are renewable by mutual agreement. We set monthly purchase order targets and prices before the beginning of
the year with our distributors, and our distributors usually place orders from us on a weekly basis based on
expected customer demand. We generally require our distributors to meet the monthly purchase order targets,
and if a distributor fails to meet its purchase order targets for two consecutive months, we have the right to,
among other things, raise the price of our products, cease supply of our products to the distributor or terminate
the agreement with such distributor. We collect and review monthly implantation data of our products from
distributors and conduct an annual assessment of the inventory levels of our principal distributors to ensure that
our distributors are on-selling our products to hospitals and not building up excessive inventories. Our
distributors are responsible for collecting payments from hospitals, and have to make payments to us for the
products regardless of whether they receive payments for the products from the hospitals. Each of our
distributors has its own sales force that focuses on marketing in its particular territory.

Our distributors are primarily engaged in the medical device distribution business. We select our
distributors based on their experience in the medical device industry, particularly in cardiovascular devices, and
logistical infrastructure. In addition, they must possess the requisite business licenses and permits to sell medical
devices in China and have established relationships with hospitals and physicians within their territory. Before
we appoint a distributor, we assess its sales staff and management to ensure that they have the appropriate
educational background and professional skills. We review the qualifications of our distributors when our
contracts with them are due to be renewed.

Pursuant to our contractual arrangements, our distributors may not distribute any other manufacturer’s
products that directly compete with ours, but they are free to distribute other products, including medical devices,
that we do not manufacture. Typically, our distributors sell only one category of our products. Our distributors
usually have no right to return our products. We offer exchanges for any product that is found to have defective
interior packaging within three days of the customer discovering such defect, but not refunds. We also replace
certain expired products with effective unexpired products, but not refunds. The grant of such replacement
arrangement for expired products to distributors would depend largely on the following factors: (i) the operations
scale and performance of the particular distributor, (ii) the history of cooperation between the distributor and our
Group, (iii) the degree of business trust between the distributor and our Group, and (iv) the effectiveness period
of the products being distributed. We are responsible for any product liability claims. Typically, our contracts
with distributors can be terminated by either party with 30-day prior notice upon a breach of the contract by the
other party. We also have the right to terminate the contract immediately upon the occurrence of certain events
including when distributors distribute our products outside their respective region, distribute any other
manufacturer’s products that directly compete with ours, or fail to meet the monthly sales targets for two
consecutive months. In addition, our agreements with our distributors explicitly provide that they must comply
with all applicable laws and regulations in the PRC and they may not use any payments or other means
prohibited under PRC law to promote or sell our products. We will be entitled to terminate our relationship with
them if they violate any applicable laws and regulations in the PRC or engage in such activities.

We review each of our distributors annually based on purchase order targets set before the beginning of
the year and on feedback we receive from physicians regarding the quality of such distributor’s services. Our
marketing and sales department (which had 132 employees as of March 31, 2010) monitors, manages and
supports the activities of our distributors to ensure that they comply with our guidelines, policies and procedures.
See “Risk Factors — Risks related to our Company — Our business, prospects and brand may be harmed by
actions taken by our distributors.” in this prospectus.

We typically provide our principal distributors with proven credit history a credit term of 30 to 90 days,
which may be extended to 180 days, and do not require them to pay us a portion of the purchase price upon their

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placement of an order. For other distributors, depending on our relationship with such distributors and their credit
history, we typically allow them to pay 50% of the purchase price upon placement of an order with the remaining
50% due within 30 to 90 days of our delivery of the product, or ask them to pay the entire purchase price at the
time of purchase. We typically require new distributors of our products to pay the entire purchase price at the
time of purchase. Generally, we classify distributors with large sales volumes, proven credit histories and/or
strong market positions and reputation with whom we believe we can develop long-term relationships as
principal distributors and the remaining distributors as other distributors. We evaluate the classification
approximately every six months.

We divide the China market primarily into four major geographical regions: the northern region, the
eastern region, the southern region and the southwestern region. For the years ended December 31, 2007, 2008
and 2009 and the three months ended March 31, 2010, we derived approximately 62.3%, 58.7%, 54.1% and
55.6% of our revenue, respectively, from the northern region. As of March 31, 2010, we had 125 domestic
distributors, of which approximately 40% cover the northern region. Our distributors generally cover a particular
region and may not distribute our products outside their respective region without mutual consent. Depending on
the size of the region and our market penetration, we typically have several distributors operating in the same
territory within a particular region in China.

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The following table sets forth the number of our principal and other distributors in China by geographic
regions for the years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010.

Three months ended


Year ended December 31, March 31,
2007 2008 2009 2010
Principal Other Principal Other Principal Other Principal Other
distributors distributors distributors distributors distributors distributors distributors distributors
Northern region
Beginning of the
year . . . . . . . . . . . 2 9 2 15 2 24 2 45
Number of new
distributors . . . 0 6 0 9 0 23 0 6
Number of
terminated
distributors . . . 0 0 0 0 0 2 0 4
End of the period . . 2 15 2 24 2 45 2 47
Eastern region
Beginning of the
year . . . . . . . . . . . 1 12 1 15 1 26 1 45
Number of new
distributors . . . 0 3 0 12 0 23 0 3
Number of
terminated
distributors . . . 0 0 0 1 0 4 0 3
End of the period . . 1 15 1 26 1 45 1 45
Southern region
Beginning of the
year . . . . . . . . . . . 1 3 1 4 1 8 1 13
Number of new
distributors . . . 0 1 0 4 0 5 0 4
Number of
terminated
distributors . . . 0 0 0 0 0 0 0 2
End of the period . . 1 4 1 8 1 13 1 15
Southwestern region
Beginning of the
year . . . . . . . . . . . 0 4 0 7 0 7 0 13
Number of new
distributors . . . 0 3 0 1 0 6 0 1
Number of
terminated
distributors . . . 0 0 0 1 0 0 0 0
End of the period . . 0 7 0 7 0 13 0 14
Total
Beginning of the
year . . . . . . . . . . . 4 28 4 41 4 65 4 116
Number of new
distributors . . . 0 13 0 26 0 57 0 14
Number of
terminated
distributors . . . 0 0 0 2 0 6 0 9
End of the period . . 4 41 4 65 4 116 4 121

International distributors

We sell all of our products in the international markets through distributors. As of March 31, 2010, we
had 22 international distributors, including MP B.V. and a few distributors covering certain countries in the Asia

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Pacific region (excluding China) on an exclusive distribution arrangement basis which are affiliates of Otsuka
Pharmaceutical. We generally enter into exclusive distribution agreements with these distributors for a term of
five years, except for our exclusive distribution agreement in Japan which has a term of ten years, subject to
automatic renewal of successive one-year terms unless earlier terminated by the parties. Each such distributor is
the exclusive distributor of a category of our products for the specific country covered by it and has a right of
first refusal with regard to our other vascular products to be distributed in the specific country. These distributors
may not manufacture, purchase or sell in the specific country any products that directly compete with the
products they distribute for us. We set annual purchase order targets and prices with these distributors, and they
are required to provide us quarterly with a four quarter rolling forecast showing their expected orders for our
products. If these distributors fail to meet the annual purchase order targets, we have the right to change the
arrangement into a non-exclusive distributorship for the next year. If these distributors continue to fail to meet
the annual purchase order targets, we have the right to terminate the contract with written notice. We are
responsible for any product liability claims. Typically, these contracts can be terminated by either party with
30-day prior notice upon a material breach of the contract by the other party. Our selection criteria, and
management and credit policies for international distributors are similar to that for domestic distributors.

Relationship with distributors

During the Track Record Period, there was no material breach of contract terms by our distributors except
for a distributor which failed to renew its requisite business license and as a result of which we did not renew our
agreement with this distributor upon its expiration, and we did not have any material disputes with our
distributors. In addition, we terminated our agreements with a few distributors during the Track Record Period
primarily because these distributors failed to meet their monthly purchase order targets. We have established
long-term relationships of four to five years with most of our principal distributors. We generally have had
relationships with our other distributors ranging from one to three years. Our average turnover days of trade
receivable for the years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010
were 100 days, 91 days, 74 days and 75 days, respectively.

We have been dependent on a limited number of distributors for a significant portion of our revenue. For
the years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010, the aggregate
sales to our five largest distributors were RMB244.6 million, RMB265.4 million, RMB263.2 million and
RMB96.5 million, representing 58.1%, 54.7%, 46.9% and 54.6% of our revenue, respectively. Sales to our
largest distributor for the same periods were RMB102.5 million, RMB106.4 million, RMB98.5 million and
RMB39.2 million, representing 24.3%, 21.9%, 17.6% and 22.2% of our revenue, respectively. We believe that
we will continue to generate a significant portion of our revenue from a limited number of distributors. See “Risk
Factors — Risks related to our Company — We depend on a limited number of distributors for a significant
portion of our revenue. If we lose one or more of these distributors and are unable to replace them quickly, we
may be unable to effectively market and sell our products, which could materially and adversely affect our
business, financial condition and results of operation.” in this prospectus.

As our distributors are independent third parties, other than MP B.V. and a few international distributors
who are affiliates of Otsuka Pharmaceutical, we have limited ability to manage the activities of such distributors.
They could take one or more actions that breach our agreements with them, breach applicable laws or both. In
that case, we have the right to terminate our contract with the breaching distributor, but any termination,
particularly of one of our larger distributors, could materially disrupt our sales. We could also be subject to legal
action and damages or fines for the conduct of our distributors, and our reputation could be adversely affected. It
is also possible that the PRC government or other governmental authorities in countries where we sell our
products could adopt new or different regulations affecting the way in which medical devices are sold to address
anti-corruption or other concerns. Although we are not aware of any new regulations in this regard being adopted
in the PRC or our other principal markets, any such new or different regulations could possibly increase the cost

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incurred by our distributors in selling our products or impose restrictions on their sales and marketing activities,
which could in turn increase our cost if, for example, it becomes necessary for us to commence selling our
products directly to hospitals. Because we currently depend entirely on distributors for the sale of our products,
any misconduct by our distributors or changes in the regulatory environment for the sale of medical devices
could have a material adverse impact on our business, financial condition and results of operation. See “Risk
Factors — Risks Related to Our Company — Our business, prospects and brand may be harmed by the actions
taken by our distributors.”

None of our Directors or their associates, and none of our existing Shareholders who (to the knowledge of
our Directors) own more than five percent of our issued share capital, have any interest in any of our five largest
distributors.

Customer service

We have a dedicated customer service department that handles customer complaints and customer
queries. If we receive a complaint about any of our products, our customer service department will forward the
complaint to our quality and regulatory affairs department for further analysis. If our quality and regulatory
affairs department determines that an incident involving our product constitutes a major adverse event under
SFDA regulations, it will report the incident to SFDA. We also maintain a hotline to answer questions from
hospitals, physicians and patients regarding our products.

PRICING

In China, the government maintains a high level of involvement in the determination of retail prices (i.e.,
the prices paid by public hospitals and healthcare institutions to distributors or medical device manufacturers, as
the case may be) of medical devices, and public hospitals and healthcare institutions are required to purchase
high value medical supplies, including our vascular products, at prices established through a periodic tender
process. MOH periodically publishes lists of which medical devices are subject to the tender process, with the
criteria being the value of the device (higher value devices are included and lower value devices are excluded
from the lists). Since we commercially launched our first drug-eluting stent, Firebird, in 2004, the tender process
has occurred at irregular intervals, and at each tender, the retail prices of all tendered products, including our
products, have been reduced. For further details regarding the tender process, please see “Risk Factors — Risks
related to our industry — As part of its regulation of the medical industry, the PRC government has imposed
reductions in the retail prices of our products periodically in the past and is expected to continue to do so.
Ongoing decreases in the retail prices of our products or limitations on the profit margins we earn could
materially and adversely affect our business, financial condition and results of operation.” and “Regulations —
Pricing and tender process” in this prospectus.

The PRC government generally sets, through the tender process and as shown in the lists of medical
devices subject to the tender process published by MOH, higher retail prices (i.e., the prices paid by public
hospitals and healthcare institutions to distributors or medical device manufacturers, as the case may be) for
medical devices manufactured by international companies than those manufactured by domestic companies
taking into account the lower production costs of domestic companies. Accordingly, the retail prices of our
products in China, as with those of our domestic competitors’ products, are generally lower than those of
international competitors. According to Frost & Sullivan, our Company had a market share, in terms of the
number of stents implanted, of approximately 26.6%, 28.7% and 28.9% of all coronary stents implanted in China
in 2007, 2008 and 2009, respectively, which was the largest market share among all companies (domestic and
international) manufacturing and/or selling drug-eluting stents in China in each of those years. We also had the
leading market share, in terms of revenue based on retail prices charged by hospitals, of approximately 25.1% of
all coronary stents implanted in China in 2009. Within the PRC market for minimally invasive interventional
products such as ours, we primarily focus our marketing efforts on the same market segment as most of our

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domestic and international competitors, namely large and medium sized hospitals in China, especially Tier III
hospitals, which have more resources to perform interventional procedures than smaller hospitals. In addition,
although the pricing of our products is lower than that of our international competitors, our products are designed
to be comparable to those of our international competitors in terms of quality, and as discussed above under
“— Clinical trials,” the safety and efficacy targets established in the protocols for our Firebird in China, Fireman
and Focus clinical trials for Firebird and Firebird 2 are consistent with those used by our international
competitors.

RAW MATERIALS AND SUPPLIERS

Our principal raw materials are sirolimus for the coating of our Firebird and Firebird 2 stents and plastic
tubes and plastic pellets, which we melt to make our own plastic tubes, in each case for use in catheter devices.
We also purchase various chemicals which we use to prepare our polymers and solvents, as well as tantalum
markers and metal tubes for our stents. In line with market practice, we source a majority of our principal raw
materials from international markets, including Europe, the United States and Hong Kong, with the remainder
purchased in China. Our principal raw materials also include packaging materials which we procure from
domestic suppliers. As of December 31, 2007, 2008 and 2009 and March 31, 2010, we had a total of 37, 48, 74
and 93 suppliers of different raw materials for our production.

We primarily use a limited number of suppliers for our principal raw materials, although there are
alternate suppliers available for most of such materials. We generally enter into (i) framework agreements, which
are renewed automatically every year unless terminated or amended by the parties, pursuant to which we place
orders from time to time, or (ii) annual supply agreements which are renewed annually upon mutual agreement of
the parties, with our principal suppliers. For framework agreements, we set a range of prices based on the volume
of purchases, and the actual purchase price and amount vary from order to order. For annual supply agreements,
purchase prices and amounts of raw materials are fixed. All raw materials delivered by suppliers to us are
inspected before acceptance to ensure that they comply with our raw material standards. In line with market
practice, our principal suppliers usually provide us a credit term of 30 to 60 days, and we also make prepayments.
Our average turnover days of trade payable for the years ended December 31, 2007, 2008 and 2009 and the three
months ended March 31, 2010 were 11 days, 21 days, 23 days and 27 days, respectively.

Our planning department manages our inventory levels by monitoring in real time our production
activities and incoming sales orders and also taking into consideration any emerging trends in customer buying
habits through discussions with our marketing department. Based on this information, the planning department
develops a production and inventory plan, which is updated on a weekly basis, and places orders with suppliers
for any inventory which is expected to decline below targeted levels. For some of our raw materials, such as
packaging materials, our specification standards are higher than the industry norm and SFDA requirements due
to our commitment to achieve the highest possible product quality. This limits the number of suitable suppliers
who can achieve these standards.

In the long term, we plan to gradually reduce the number of our suppliers and focus on deepening our
relationships with our remaining suppliers to ensure that they provide us with raw materials that meet our product
standards. We also intend to increase our in-house production of plastic tubes which are used for catheter
devices.

For the years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010, the
aggregate purchases from our five largest suppliers were RMB13.2 million, RMB27.6 million, RMB28.2 million
and RMB12.4 million, representing 21.9%, 31.5%, 36.1% and 54.6% of our cost of sales, respectively. Purchases
from our largest supplier for the same periods totaled RMB4.1 million, RMB8.8 million, RMB13.7 million and
RMB3.9 million, representing 6.8%, 10.1%, 17.5% and 17.2% of our cost of sales, respectively. We have not had
any material disputes with our suppliers during the Track Record Period.

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None of our Directors or their associates, and none of our existing Shareholders who (to the knowledge of
our Directors) own more than five percent of our issued share capital, have any interest in any of our five largest
suppliers.

MANUFACTURING

Our principal manufacturing facilities are located at our headquarters (with an aggregate area of
approximately 9,326 square meters) in Zhangjiang Hi-Tech Park, Shanghai, China. We manufacture our
proprietary products in a controlled environment and have implemented quality management systems as part of
our manufacturing processes, as described in “— Quality control” below. We package our products primarily in
our facilities in Shanghai International Medical Zone, Shanghai, China. In 2009, we acquired a parcel of land in
Zhangjiang Hi-Tech Park, Shanghai, China, on which we are currently constructing a new office complex for our
headquarters and principal manufacturing facilities which will have an aggregate area of approximately 70,832
square meters. This new complex is expected to be completed in 2012 and to have an estimated annual
production capacity of approximately 700,000 to 1,000,000 units of stents and catheters.

The following table sets forth the production capacity, actual production volume and utilization rate for
our stents and catheters for the years ended December 31, 2007, 2008 and 2009 and the three months ended
March 31, 2010.
Three months ended
Year ended December 31, March 31,
2007 2008 2009 2010
Production capacity (units) . . . . . . . . . . . . . . . . . . . . . . . . . . . 121,800 162,100 233,000 70,000
Actual production volume (units) . . . . . . . . . . . . . . . . . . . . . . 114,800 151,100 224,000 59,400
Utilization rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94 93 96 85

The manufacturing process for our stents involves the following steps:

Š laser cutting the metal for the stent frame, based on designs developed by our metallurgists and
engineers;

Š heat treating the cut metal to enhance the durability of the stent and reduce the chance of a stress
fracture;

Š polishing the metal;

Š inspecting the stent;

Š for our drug-eluting stents, mixing the polymer and combining it with the drug and solvent to coat
the exterior of the stent; in the case of our stent grafts, we apply the outside cover to the stent at this
stage; and

Š sanitizing and packaging.

We conduct each of the above steps in-house. Our integrated production process increases our production
efficiency and reduces our dependence on third-party suppliers, which distinguishes us from our domestic
competitors. This vertical integration also enables us to adjust our production quickly to respond to changes in
market demand for our products.

We maintain separate manufacturing lines for our catheters, insulin pumps and other devices. For
catheters which are used as delivery systems for stents, our final production task is to attach the stent to the end
of the catheter for later delivery into the patient. We outsource the coating of certain of our catheters to an
independent third party which has a license for the technology for such coating application. We have outsourced

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the coating to this independent third party since 2003 and incurred RMB7.3 million, RMB8.5 million,
RMB11.7 million and RMB3.4 million for the years ended December 31, 2007, 2008 and 2009 and the three
months ended March 31, 2010, respectively, for this service.

The machinery we use to manufacture our products is available from multiple suppliers, and is not difficult
to obtain. We have also implemented a comprehensive maintenance system for our machinery. As we expand our
production facilities, we plan to acquire additional machinery in 2010. During the Track Record Period, we have not
experienced any material or prolonged interruptions of our machinery due to equipment or machinery failure.

We believe that our location gives us an advantage in manufacturing over our international competitors.
We have access to China’s vast labor pool, which makes it easier for us to hire people with the appropriate skills
for our production. Typically, we require new employees to undergo approximately three months of training
before they commence work on our production lines. For more experienced staff, this training time may be
shorter. To enhance our efficiency, we plan to expand the training of our production staff so that they can handle
additional parts of our production processes. This cross-training allows us to reallocate our production personnel
between various production lines according to our production needs; it also allows us to increase our capacity
utilization rate and our product yield rate, which in turn allows us to improve our manufacturing efficiency.
Moreover, for the last several months, we have been engaged in a thorough review of each part of our written
production procedures to ensure they are complete and systematic so that we can maintain our quality standards
and operating efficiency even as we scale-up production and add new staff.

We generally ship our products to domestic distributors within 48 hours of receipt of the order and within
30 days for overseas distributors. We have not experienced any material backlogs or delays in meeting distributor
orders during the Track Record Period.

INVENTORY

Our inventories consist of raw materials, work in progress and finished goods. We generally maintain an
inventory level of one-to-two-month sales volume for our finished goods, three to six months supply of our work
in progress and three months to one year supply of our raw materials, and such level will vary according to the
demand of our distributors, sales and production plans. We generally maintain three months to one year supply of
our raw materials primarily because (i) we source a majority of our principal raw materials from international
markets which may take a longer time for delivery in comparison to domestically-sourced raw materials, (ii) we
spend longer time on the inspection of inventory quality before acceptance as we require particularly high quality
standards for our raw materials and (iii) we tend to order certain raw materials in relatively large batches to
obtain better pricing from our suppliers. We store substantially all our inventories in our headquarters in
Zhangjiang Hi-Tech Park, Shanghai, China, and the remaining in our facilities in Shanghai International Medical
Zone, Shanghai, China.

Our products typically have an effective period of nine months to two years and are subject to expiry. All
our products are sold on a first-in-first-out basis. To minimize the risk of building up inventory, we regularly
review our inventory levels. We also carry out physical stock counts and stock inspections from time to time to
identify damaged products and obsolete or about-to-expire products, which are disposed of or for which
provisions are made. During the Track Record Period, we did not experience any material shortage of inventory.

For the years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010, our
average inventory turnover days were 304 days, 288 days, 254 days and 244 days, respectively. As of March 31,
2010, we had inventories of RMB64.7 million. As of July 31, 2010, RMB64.5 million of such inventories were
sold or used in our production process.

QUALITY CONTROL

We have a quality and regulatory affairs department and devote significant resources to quality
management of our products. Our quality and regulatory affairs department monitors every stage of our

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manufacturing processes and ensures consistent product quality that meets our quality management standards and
policies. Our quality and regulatory affairs department covers the following:

Š Quality assurance: Our quality and regulatory affairs department ensures our product realization
process, including research and development, product designs, purchase of raw materials,
manufacturing, product releases, product feedbacks and risk management, meet our quality
management standards and policies.

Š Quality control: Our quality and regulatory affairs department inspects our products both during
and after the manufacturing process, including raw material inspection, manufacturing process
inspection and final products delivery inspection.

Š Testing: Our quality and regulatory affairs department conducts various tests of our products
throughout the research and development and manufacturing processes, including metal and drug
analyses and product fatigue tests.

Š Quality management: Our quality and regulatory affairs department establishes, maintains and
improves our quality management system to ensure that our system is in compliance with applicable
regulations and standards.

We have established a quality management system in accordance with SFDA regulations, and have
obtained ISO 13485 certificates for the design, development, production and distribution of all the products we
currently offer, except for La Fenice insulin pump which is manufactured by MP Lifesciences Shanghai and MP
Lifesciences Beijing which have not yet applied for ISO 13485 certification. These certifications indicate our
compliance with recognized international standards for quality management and facilitate entry of our products
into the European Union. Our ISO 13485 certificate issued by Beijing Hua Guang Certification of Medical
Devices Co., Ltd., a SFDA recognized institution, has a validity period of three years and is subject to renewal.
Our ISO 13485 certificate issued by TÜV SÜD Product Service GmbH, a European Union Notified Body which
is a government-authorized agency, has a validity period of nine months and is subject to renewal.

Representatives of SFDA periodically inspect our manufacturing facilities and quality management
system. Representatives of Beijing Hua Guang Certification of Medical Devices Co., Ltd. and TÜV SÜD Product
Service GmbH audit our quality management system every year for compliance with relevant SFDA, European
Union and ISO regulations. In addition, representatives of the Pharmaceutical and Medical Device Agency, a
Japanese governmental authority, conducted its first on-site inspection of our quality management system in
October 2009 for compliance with Japanese Good Manufacturing Practices. One of our distributors in Japan,
which is a subsidiary of Otsuka Pharmaceutical, also inspects our manufacturing facilities and our quality
management system periodically. In addition, when we first began exporting our PTCA balloon catheters to
Japan, such distributor provided certain advice to enhance our quality control management with respect to such
products. We also periodically discuss quality control issues from time to time as they arise with Otsuka
Pharmaceutical. During the Track Record Period, the relevant inspecting parties have identified certain
immaterial non-compliance incidents of our quality management system from time to time, and we have taken
remedial and preventive measures to address these non-compliance incidents which in each case have been
verified by the relevant inspecting parties.

In addition, our quality and regulatory affairs department is responsible for ensuring that we are in
compliance with applicable regulations, standards and internal policies. Our senior management team is actively
involved in setting quality management policies and managing internal and external quality performance.

INTELLECTUAL PROPERTY RIGHTS

We believe that in order to maintain a competitive advantage in the marketplace, we must develop and
protect the proprietary aspects of our technologies. We have established an intellectual property management

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team under our legal department that devotes its efforts to protecting our intellectual property. We rely primarily
on intellectual property laws and contractual arrangements with our employees, business partners and others to
protect our intellectual property rights. We require our employees to enter into agreements requiring them to
keep confidential all information relating to our methods, business, trade secrets, distributors, hospitals,
physicians and end-users during and after their employment with us. Our employees are required to acknowledge
and recognize that all inventions, trade secrets, copyrights, developments and other processes, whether or not
patentable or copyrightable, made by them during their employment are our property. They also sign agreements
to substantiate our sole and exclusive right to those works and to transfer any ownership that they may claim in
those works to us.

While we actively take steps to protect our proprietary rights, such steps may not be adequate to prevent
the infringement or misappropriation of our intellectual property. Infringement or misappropriation of our
intellectual property could materially harm our business.

Our Company has a significant patent portfolio in the minimally invasive interventional device area in
China. As of the Latest Practicable Date, we had received a total of 52 patents in China, including 13 invention
patents, 38 utility model patents and one design patent, and two patents in the European Union. In addition, as of
the Latest Practicable Date, we had 83 patent applications pending in China and 11 patent applications pending in
the United States, the European Union and Japan. We also had 25 applications for priority dates pending under
the Patent Cooperation Treaty. The validity period for our invention patents and utility model patents is 20 years
and ten years from the date of application, respectively. See “Statutory and General Information — Intellectual
property rights” in Appendix VI to this prospectus. In 2008, we were jointly recognized as a Shanghai intellectual
property model enterprise by six Shanghai municipal governmental authorities, in recognition of our
achievements in the area of intellectual property.

As of the Latest Practicable Date, we had registered 37 trademarks with China’s Trademark Office. These
trademarks are related to the name and logo of our Company and the names of our products. We are in the
process of applying for 37 additional trademarks in China. In addition, through the Madrid System, we have
registered one trademark with 14 other jurisdictions. We have also registered 25 trademarks worldwide
(including the trademark registered under the Madrid System). In 2008, “MicroPort” was recognized as a
Shanghai famous trademark with the effective period from 2008 to 2010. See “Statutory and General Information
— Intellectual property rights” in Appendix VI to this prospectus.

China’s trademark law adopts a “first-to-file” system for obtaining trademark rights. As a result, the first
applicant to file an application for registration of a mark will preempt all other applicants. Prior use of
unregistered marks, except “well known” marks, is generally not a basis for legal action in China. We may not be
able to successfully defend or claim any legal rights in that trademark for which an application has been made
but for which the Trademark Office has not issued a registration certificate.

We have registered the following material Internet domain name: www.microport.com.cn.

Many parties are actively developing and seeking patent protection for minimally invasive medical device
technologies. We expect these parties to continue to take steps to protect these technologies, including seeking
patent protection. There may be patents issued or pending held by others that cover significant parts of our
technology, business methods or services. Disputes over rights to these technologies may arise in the future. We
cannot be certain that our products and services do not or will not infringe valid patents, copyrights or other
intellectual property rights held by third parties. We may be subject to legal proceedings and claims from time to
time relating to the intellectual property of others, as discussed in “Risk Factors — Risks related to our Company
— If third parties claim that we infringe upon their intellectual property rights, we may incur liabilities and
financial penalties and may have to redesign or discontinue selling the affected product.” in this prospectus.

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As of the Latest Practicable Date, we are not aware of any proceedings concerning, and are not aware of
any material claims or infringements of, any intellectual property rights that may be threatened or pending, in
which we may be involved whether as a claimant or respondent.

COMPETITION

The market in which we compete is characterized by rapid changes resulting from technological advances
and scientific discoveries. In addition, it is subject to changes in China’s healthcare industry overall.

With respect to drug-eluting stents, we primarily compete against international companies such as
Johnson & Johnson (through its Cordis subsidiary), Medtronic, Inc. and Boston Scientific Corporation and
domestic medical device manufacturers such as Beijing Lepu Medical Device, Inc., Shandong JW Medical
Systems Limited and Dalian Yinyi Biomaterials Development Co., Ltd. Abbott Laboratories also recently
commercially launched in China its drug-eluting stent, which is a major drug-eluting stent in the United States
and Europe, nevertheless, we expect Abbott Laboratories will compete primarily with international companies
mainly due to the higher retail prices for drug-eluting stents manufactured by international companies which
prices are established through the periodic tender process. We do not expect the entry of Abbott Laboratories to
have a material adverse impact on our business, financial condition or results of operation for the foreseeable
future. In the future, we may also compete against companies which have obtained approvals from SFDA to
manufacture and sell drug-eluting stents in China or companies which have developed drug-eluting stents but
have not entered the vascular device market in China. Other global competitors in the cardiovascular area include
ev3 Inc. and C.R. Bard, Inc. In addition, we face competition from ev3 Inc., C.R. Bard, Inc., Medtronic, Inc.,
Boston Scientific Corporation and Cook Medical, a division of Cook Group Inc., with respect to other vascular
areas. Many of these companies have already been selling products in China, and those that have not done so, as
well as other medical device manufacturers, may begin selling products in China in the near future. In addition,
we also face competition from non-medical device companies, such as pharmaceutical companies, which may
offer alternative therapies for disease states that are currently or could be treated using our products.

For our EP devices, we will be competing primarily with international companies such as Johnson &
Johnson (through its Cordis subsidiary), St. Jude Medical, Inc., Medtronic, Inc. and C.R. Bard, Inc., and domestic
companies such as Shenzhen APT Medical Device Co., Ltd. In the market for diabetes devices, we will be
competing primarily with Medtronic, Inc. We will be competing with existing domestic and international medical
device manufacturers for our orthopedic devices.

Our products compete primarily on the basis of efficacy, safety, pricing, ease of use, brand recognition
and the level of technical support and training provided to doctors. We believe that the quality of our products is
comparable, and in some aspects such as flexibility and deliverability superior, to that of our major international
competitors’ products, but the pricing of our products is significantly lower. In addition, insurance companies in
China often reimburse patients for a higher percentage of the product cost if they use a medical device
manufactured by a Chinese domestic company as opposed to an imported device. We cannot, however, provide
any assurance that this favorable treatment for domestic manufacturers will remain in effect in any future period.
See “Risk Factors — Risks related to our industry — Our sales depend to a large extent on the level of insurance
reimbursement patients receive for treatments using our products.” in this prospectus. While the pricing of our
products is comparable to that of our domestic competitors, we believe that we compete favorably against them
in all other categories.

We believe that our continued success depends on our ability to (i) continue to innovate and develop
advanced technology; (ii) apply our technology across product lines; (iii) develop a broad portfolio of proprietary
products; (iv) maintain our efficient operating model; (v) attract and retain skilled personnel; (vi) maintain high
quality standards; (vii) obtain and maintain regulatory approvals; and (viii) effectively market our products.

Several of our competitors have significant financial, research and development and other resources and
enjoy high brand name recognition in China. Our competitors dedicate, and we believe they will continue to

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dedicate, significant resources to promote their products aggressively. They may develop technologies and
products that are safer, more effective, easier to use or less expensive than ours. We have encountered and expect
to continue to encounter physicians who, due to existing relationships with our competitors, are committed to or
prefer the products offered by these competitors.

EMPLOYEES

We had 643, 718, 1,151 and 1,196 employees as of December 31, 2007, 2008 and 2009 and March 31,
2010, respectively. The following table sets forth the number of our employees categorized by function as of
March 31, 2010.

Function Number
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 558
Quality and regulatory affairs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 199
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170
Marketing and sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132
General and administration(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
Others(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Total: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,196

Notes:

(1) General and administration includes customer service employees.

(2) Others include finance staff, legal staff and head office staff.

Our total staff costs for the years ended December 31, 2007, 2008 and 2009 and the three months ended
March 31, 2010 were RMB87.8 million, RMB81.4 million, RMB116.0 million and RMB31.6 million,
respectively. All of our employees are stationed in China, except for one employee in MP B.V.’s office in The
Netherlands, responsible primarily for coordinating with foreign regulatory authorities in connection with
obtaining regulatory approvals of our products, as well as the distribution of our products in the international
market.

In compliance with the relevant PRC labor laws, we enter into individual employment contracts with our
employees covering matters such as wages, bonuses, employee benefits, workplace safety, confidentiality
obligations, non-competition and grounds for termination. In addition, we provide various healthcare benefits and
insurance to our employees and participate in various employee benefit plans in accordance with applicable laws
and regulations. These employment contracts generally have a term of three years.

We invest in continuing education and training programs for our management staff and other employees
to upgrade their skills and knowledge continuously. We provide our employees with internal training in various
areas. We also arrange for our employees to attend external training.

All employees have joined our labor unions that protect employees’ rights, help fulfill our economic
objectives, encourage employee participation in management decisions and assist in mediating disputes between
us and union members. During the Track Record Period, we have not experienced any strikes, labor disputes or
industrial action which had a material effect on our business, and consider our relations with our employees to be
good.

INDEPENDENCE OF BUSINESS OPERATIONS FROM OUR CONTROLLING SHAREHOLDER

Our business has been carried out independently by our Group, without the assistance from or
involvement of our Controlling Shareholder, except that (i) we have entered into, and will continue to enter into,

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exclusive distribution agreements with certain members of our Controlling Shareholder Group, details of which are
set out in “Relationship with Our Controlling Shareholder and Connected Transactions — Connected transactions”
in this prospectus (currently there are five such distribution agreements, and each is a separate framework
agreement whereby MP Shanghai has appointed affiliates of Otsuka Pharmaceutical in the Philippines, Thailand,
Indonesia, Pakistan and Japan to be our exclusive distributor of mainly drug-eluting stent systems and balloon
catheters in each country. Pursuant to these agreements, each distributor purchases from MP Shanghai a minimum
amount of the agreed products and then uses its best efforts in the promotion and sale of them to end-user
customers), (ii) our principal operating subsidiary, MP Shanghai, is insured for product liability and clinical trial
liability claims worldwide under a comprehensive general liability insurance policy and for product recall expenses
worldwide under a product recall insurance policy, both of which are maintained by Otsuka Holdings, the parent
company of our Controlling Shareholder as set out in “—Insurance” below, (iii) one of our distributors in Japan,
which is a subsidiary of Otsuka Pharmaceutical, inspects our manufacturing facilities and our quality management
system periodically and we also receive certain advice regarding quality control from such distributor from time to
time, on an as-needed basis, including advice to improve our quality control management when we first began
exporting our PTCA balloon catheters to Japan, as described above in “— Quality control” and (iv) Otsuka
Pharmaceutical agreed to transfer certain trademarks to us in April 2008 for a consideration of approximately
JPY3.8 million (equivalent to approximately RMB0.3 million). These trademarks are primarily related to our
products, Firebird and Mustang, and were registered in several overseas markets which generated in aggregate an
insignificant amount of our revenue during the Track Record Period. Regarding the above mentioned insurance
policies, we have been considering maintaining our own insurance policies, however, we were previously unable to
identify any such insurance coverage in China owing to the lack of such insurance product offering. Nevertheless,
we were recently informed that insurance policies for product liability claims have become available in China, and
we are in the process of considering maintaining our own insurance policies with the relevant insurance providers.
We cannot assure you, however, that we will be able to obtain such insurance policies at all or at comparable terms.
We have not made or been the subject of any material insurance claims during the Track Record Period. See “Risk
Factors — Risks related to our Company — We are exposed to potential product liability claims and our insurance
coverage may be inadequate to protect us from all liabilities we may incur.” and “— Insurance” below in this
prospectus. Except as set forth above, we do not receive services or other support from our Controlling Shareholder.

INSURANCE

Our operating subsidiary, MP Shanghai, is insured for product liability and clinical trial liability claims
worldwide under a comprehensive general liability insurance policy with a syndicate of insurers including
Sompo Japan Insurance Inc. and Ping An Property & Casualty Insurance Company of China, Ltd. (starting from
July 2010), which policy is maintained by Otsuka Holdings, the parent company of our Controlling Shareholder,
Otsuka Pharmaceutical. The maintenance of such insurance policy by Otsuka Holdings is in line with its general
group policy. This policy has an annual aggregate limit of JPY50 billion (equivalent to approximately RMB4.0
billion), of which JPY100 million (equivalent to approximately RMB8.1 million) is specifically designated for
any claims made by MP Shanghai (starting from July 2010) and the remainder of the coverage is payable on a
first-claim basis for all of the entities the policy covers, which include MP Shanghai and subsidiaries and
affiliates of Otsuka Pharmaceutical. Prior to July 2010, all of this policy was on a first-claim basis for all such
covered entities. We pay the premium with respect to the portion of the policy applicable to our Company.

In addition, MP Shanghai is insured for product recall expenses worldwide under a product recall
insurance policy with Sompo Japan Insurance Inc. maintained by Otsuka Holdings. The maintenance of such
insurance policy by Otsuka Holdings is in line with its general group policy. This policy has an annual aggregate
limit of JPY200 million (equivalent to approximately RMB16.1 million) on a first-claim basis for all of the
entities it covers, which include MP Shanghai and subsidiaries and affiliates of Otsuka Pharmaceutical. We pay
the premium with respect to the portion of the policy applicable to our Company. We also have property
insurance coverage from China Pacific Property Insurance Co., Ltd. to cover certain of our fixed assets, which is
subject to an annual aggregate limit of approximately RMB132.6 million.

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Although we maintain insurance that we consider customary for our industry and operations, our insurance
coverage, however, may still not be sufficient to cover potential claims for product liability or damage to our fixed
assets. If, for any reason, Otsuka Holdings’ insurance ceases to cover MP Shanghai or Otsuka Holdings decides to
remove MP Shanghai from its insurance policy for whatever reason, we may not be able to obtain a comparable
policy to replace it, or any policy at all. We have been considering maintaining our own insurance policies,
however, we were previously unable to identify any such insurance coverage in China owing to the lack of such
insurance product offering. Nevertheless, we were recently informed that insurance policies for product liability
claims have become available in China, and we are in the process of considering maintaining our own insurance
policies with the relevant insurance providers. We cannot assure you, however, that we will be able to obtain such
insurance policies at all or at comparable terms. If we maintain insurance coverage on less favorable terms than we
currently enjoy, our costs could increase. In addition, as Otsuka Holdings’ insurance coverage is on a first-claim
basis except for coverage in the amount of JPY100 million which only covers product liability claims made by MP
Shanghai (starting from July 2010), the aggregate annual insurance coverage may be inadequate to protect us from
all our related liabilities if other insured entities made claims exceeding the annual aggregate limit. See “Risk
Factors — Risks related to our Company — We are exposed to potential product liability claims and our insurance
coverage may be inadequate to protect us from all liabilities we may incur.” in this prospectus.

We do not carry any business interruption insurance or employee liability insurance.

During the Track Record Period, we have not made or been the subject of any material insurance claims.

PROPERTIES AND FACILITIES

We are headquartered in Zhangjiang Hi-Tech Park, Shanghai, China, where we own our offices and
manufacturing and research and development facilities for our principal products with an aggregate area of
approximately 9,326 square meters. In 2009, we acquired a parcel of land in Zhangjiang Hi-Tech Park, Shanghai,
China, on which we are currently constructing a new office complex for our headquarters and principal
manufacturing facilities which will have an aggregate area of approximately 70,832 square meters. This new
complex is expected to be completed in 2012 and have an estimated annual production capacity of approximately
700,000 to 1,000,000 units of stents and catheters. We have obtained property ownership certificates for our
current headquarters and this new parcel of land, except for a portion of our current headquarters with an
aggregate area of approximately 545 square meters, which is being temporarily used primarily for storage of
materials, research and development activities and as offices. We did not obtain a property ownership certificate
for such portion of our current headquarters because it was built by us as a temporary facility and we did not
obtain relevant planning and construction permits to commence its construction. We applied for a property
ownership certificate for this space in July 2010, which is expected to take at least one year. See “Risk Factors —
Risks related to our Company — We manufacture our principal products at our headquarters and package our
products primarily in our other facilities. Any disruption in these manufacturing facilities, or in our planned move
to a new facility which is currently under construction, could cause us to suffer losses and materially and
adversely affect our business, financial condition and results of operation.” in this prospectus.

In 2008, we acquired two buildings with an aggregate area of approximately 4,903 square meters in
Shanghai International Medical Zone, Shanghai, China. These two buildings are used primarily for our diabetes
and orthopedic businesses, as well as packaging and storage of our current products. We have obtained property
ownership certificates for these two buildings. In 2010, we acquired another building with an aggregate area of
approximately 2,913 square meters in Shanghai International Medical Zone, Shanghai, China. This building is
currently under renovation and is expected to be used for our EP business upon the completion of such
renovation which is expected to be in the last quarter of 2010. We also expect to obtain the property ownership
certificate for this building in the last quarter of 2010.

We do not own any land or properties outside of Shanghai. We lease office spaces for our offices in
Beijing and The Netherlands.

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We own all our manufacturing facilities and lease two workspaces with an aggregate area of
approximately 604 square meters for sanitization and storage of packaging materials. In addition, we also lease
two workspaces with an aggregate area of approximately 352 square meters in Beijing, which are used for
manufacturing our diabetes devices.

For more details of our owned and leased properties, please see “Property Valuation” in Appendix IV to
this prospectus.

SAFETY

We have established work safety policies or procedures to ensure that all parts of our operations are in
compliance with applicable laws and regulations. As of the Latest Practicable Date, our manufacturing facilities
complied with applicable laws, regulations and standards and we have obtained all necessary licenses in relation
to safety.

During the Track Record Period, we have not experienced any material or prolonged stoppage of
production due to equipment failure, and we have not experienced any material accidents during our
manufacturing process.

ENVIRONMENTAL MATTERS

Our operations in the PRC are subject to, among other relevant environmental protection standards, the
following environmental laws and regulations:

Š Environmental Protection Law of the PRC ( );

Š Water Pollution Prevention Law of the PRC ( );

Š PRC Law on the Prevention and Control of Air Pollution ( );

Š PRC Law on the Prevention and Control of Environmental Pollution by Solid Waste
( );

Š PRC Law on the Prevention and Control of Environmental Noise Pollution


( );

Š Environmental Impact Assessment Law of the PRC ( ); and

Š PRC Administrative Regulations on Levy and Use of Discharge Fees


( ).

We do not operate in a high pollution generating industry, and our manufacturing process primarily
produces waste water, waste liquid, solid wastes and noises. Waste water which we produce is treated in our
waste water treatment facility which is managed and maintained by a professional institute. We then discharge
the treated waste water to city waste water centralized disposal facilities and pay waste water disposal fees to the
water supply company. Waste liquid and solid wastes produced are recycled and disposed of by waste disposal
entities. Our PRC legal counsel, Jun He Law Offices, has advised that we have been in compliance in all material
respects with applicable environmental laws and regulations during the Track Record Period. In addition, we
conduct environmental impact assessments for our projects to ensure our compliance with environmental
protection standards and requirements in connection with our expansion of our facilities.

For the years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010, we
incurred costs of approximately RMB91,819, RMB112,670, RMB277,427 and RMB64,920, respectively, in

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connection with our compliance with applicable environmental laws and regulations. We expect to incur similar
amount of costs in 2010 and 2011, subject to any future changes in applicable environmental laws and
regulations which may arise.

SPECIAL INCIDENT

Our Company and Dr. Zhaohua Chang, our founder and Director and Chairman of our Company, were
involved in an incident whereby payments were made to Mr. Hao Heping, the former director of the Division of
Medical Devices of SFDA, the details of which are set forth below. As discussed in “Regulations — Anti-
corruption laws in China” in this prospectus, these payments were made in the content of an environment of serious
corruption inside SFDA, and multiple senior SFDA officials were convicted of accepting bribes during this time
period. Notwithstanding our involvement in Mr. Hao’s case, however, all of the products we have offered for sale in
China have met, and currently meet, SFDA’s requisite technical standards of safety and efficacy. As described
above in “Regulations — SPDA requirements — Registration requirements; clinical trials,” as part of the approval
process for our products, we obtained favorable test results for our devices from a test center recognized by SFDA.
For each device, the test center conducts animal and laboratory testing by strictly following the applicable product
registration standards. We also conducted extensive clinical trials in conjunction with various hospitals and doctors
in the PRC and gathered and correlated the relevant patient data. After the clinical trial, the provincial level of
SFDA, after receiving our application of inspection, conducted an on-site inspection of our quality management
system and the integrity of the clinical trial conducted and delivered an inspection report to us. We then provided
the requisite pre-clinical and clinical trial data and information, including the foregoing inspection report, on the
device and its components regarding, among other things, device design, manufacturing and labeling, to SFDA for
our product registration application. Under SFDA procedures, Mr. Hao was not involved in any of the foregoing
stages. Thereafter, SFDA conducted a technical review on our application materials to ensure our products meet the
requisite technical standards of safety and efficacy. In the discretion of SFDA, the technical review may also
include a review by a team of independent practitioners and experts. Typically, products which are more complex
and/or can seriously affect a patient’s health are subject to such independent review. All of our products approved
during Mr. Hao’s tenure at SFDA were subject to a technical review by independent practitioners and experts who
were non-SFDA officials, other than our PTCA balloon dilatation catheter and single-use accessory device which
were reviewed by SFDA staff and contributed an insignificant amount of our revenue during the Track Record
Period. After we passed such technical review, our application materials underwent an administration review for the
issuance of the approval certificate by SFDA, and it was only at this stage that the signature of Mr. Hao was
required. Such administration review ensured that the registration process has been in compliance with relevant laws
and regulations in China. After Mr. Hao’s signature, one additional signature from the deputy chief of SFDA was
required, although per SFDA procedures, the deputy chief could not sign approval certificates until Mr. Hao had
signed them. Based on our Company’s understanding, Mr. Hao’s signature was only a procedural or administrative
step which occurred after SFDA’s technical review of our application materials including pre-clinical and clinical
trial data and inspection report which confirmed that our products met SFDA’s requisite technical standards of
safety and efficacy. Without passing the technical review, our application would not have reached the stage of
SFDA’s administration review for the issuance of the approval certificate. As such, our products whose certificates
were signed by Mr. Hao were in full compliance with the technical requirements for SFDA approval according to its
standards, and the payments to Mr. Hao described below were not paid to conceal any deficiencies in our products.

In 2003, Mr. Hao indicated to one of our former senior executives that he expected payments for certain
of his personal expenses. As subsequently confirmed by Dr. Zhaohua Chang (our founder and Director and
chairman of our Company) to our Directors, Dr. Chang was aware that such payments were improper, but he
determined that he had no alternative because declining Mr. Hao’s request might lead to a delay in the granting
of the approval for our new products (for which the requisite clinical data had been provided and technical
review conducted or would be conducted), particularly Firebird, which would substantially harm our business. As
a result, Dr. Chang, after several months of consideration, indirectly provided RMB220,000 in cash from his
personal funds for such purpose. As confirmed to our Directors, he made this payment from his personal funds in

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order to minimize the impact of this conduct on our Company. In addition, the above-mentioned former senior
executive also provided to Mr. Hao RMB40,000 in 2005, which was reimbursed by us. The products approved
while Mr. Hao was in office generated approximately 90.0%, 84.2%, 1.3% and nil of our revenue for the years
ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010, respectively.

We have, after Mr. Hao ceased to be an SFDA official, received SFDA approvals for all our product renewal
applications for those products initially approved by SFDA during Mr. Hao’s tenure (with two of such products,
Aegis T and Aegis B, currently being reviewed by SFDA for their second renewal applications following Mr. Hao’s
departure from SFDA). These renewal applications involve a separate review or approval process. To further
demonstrate the safety and efficacy of our principal products, Firebird and Firebird 2, we have been conducting
several nation-wide post-launch clinical trials for these products, although we are not required to do so by SFDA.
As discussed in “Clinical trials” above, we have to date achieved all the safety and efficacy targets (which are
consistent with those used by our international competitors) established in the protocols for our Firebird in China,
Fireman and Focus clinical trials for Firebird and Firebird 2, which trials involve approximately 7,600 patients in
total. In addition, we have not been subject to any claims or litigation concerning the quality of our products, and we
did not make any recalls of our products during the Track Record Period.

Each of Dr. Chang and our senior management confirmed that they have not made any payments to
officials of SFDA since the incidents involving Mr. Hao described above. Furthermore, the Board has taken Mr.
Hao’s case very seriously and has taken various steps to improve our corporate governance procedures and
enhance the composition of our management and Board, as well as review our internal controls, with the purpose
of ensuring we have proper checks and balances in place at both the Board and management levels to minimize
the likelihood that compliance issues will arise in the future. See “Corporate governance and internal controls”
below. For a discussion of the legal analysis related to the foregoing, see “Legal proceedings and compliance —
Legal implications of special incident.”

Aside from the foregoing special incident, our Directors confirm that Dr. Chang has throughout such
period maintained a positive reputation in the healthcare industry in China. For example, he has been or is
currently still an advisory member of various political, technical and other bodies and has been given numerous
awards in recognition of his political, entrepreneurial and technical achievements, including: (i) in January 2008,
he was selected as one of the Eleventh CPPCC National Committee members
( ) by the General Office of the CPPCC National Committee
( ). CPPCC stands for Chinese People’s Political Consultative
Conference, which is a political advisory body in the PRC charged with the discussion and formulation of
proposals on major political and social issues and consists of delegates from a range of political parties and
organizations, as well as independent members, in China, (ii) in July 2009, Dr. Chang was recognized as an
Outstanding Individual ( ) by Overseas Chinese National Affairs Office of the State
Council ( ), and (iii) currently Dr. Chang is a professor and associate dean of the Medical
Device College of the Shanghai University of Science and Technology ( ).

LEGAL PROCEEDINGS AND COMPLIANCE

General

Our Directors confirm that we were not subject to any claims or litigation concerning the quality of our
products during the Track Record Period. We did not make any recalls of our products during the Track Record
Period. Currently, we are not a party to any legal or administrative proceedings, and we are not aware of any
pending or threatened legal or administrative proceedings against us. We may from time to time become party to
various legal or administrative proceedings arising in the ordinary course of our business.

As of the Latest Practicable Date, we had obtained all requisite permits, licenses and approvals for our
business operations.

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Legal implications of special incident

With respect to the special incident described above, our PRC counsel, Jun He Law Offices, and the Joint
Sponsors’ PRC counsel, King and Wood PRC Lawyers, have advised that (i) Dr. Zhaohua Chang’s behavior
should not be deemed as committing bribery under PRC Criminal Law as he did not have any intention to seek
illegitimate gains or interest, which is the element for committing bribery under the general circumstance
according to PRC Criminal Law; (ii) Mr. Hao’s case was closed and settled with the PRC court’s final judgment
in March 2007 which only listed Dr. Zhaohua Chang as a witness and no further investigation or inquiry has
since been made by the PRC prosecutor against Dr. Zhaohua Chang. As Dr. Zhaohua Chang did not receive any
illegitimate gains or interest in Mr. Hao’s case, in line with PRC legal practices, Dr. Zhaohua Chang has not
been, and it is highly unlikely for Dr. Zhaohua Chang and any members of our Group to be, subject to any further
investigation by relevant authorities in the future in connection with this special incident and any regulatory
sanction, disciplinary action, administrative penalty or other action as a result of this special incident; (iii) there
should be no retroactive actions taken by SFDA on the relevant SFDA certificates for our products as a result of
this special incident due to the fact that to date, none of the SFDA certificates for our Group’s products has been
revoked or challenged by any PRC governmental authority as a result of the special incident and no such
retroactive actions are threatened or pending against our Group’s SFDA certificates which were initially
approved by SFDA when Mr. Hao was in office; (iv) based on the compliance letter issued by Shanghai Pudong
Administration for Industry and Commerce, which is the local counterpart of the PRC regulatory authority
responsible for the supervision and administration of the operations of all economic entities in China, MP
Shanghai has not been penalized by any PRC administration for industry and commerce for any violation of
relevant laws and regulations for the period from January 1, 2007 to April 25, 2010; and (v) based on the results
of public searches and the confirmation of our Group, none of the members of our Group and our Directors has
been found to have conducted any activities which would be regarded as committing crimes under PRC Criminal
Law during the Track Record Period.

In addition, to date, no regulatory investigations, administrative actions or criminal actions have been
initiated against our Company, MP Shanghai or any of our current or former officers, directors and employees in
connection with the circumstances surrounding Mr. Hao’s case and no SFDA certificates for our products
initially approved by SFDA during Mr. Hao’s tenure have been revoked or challenged by any PRC governmental
authority.

Based on the aforementioned advice by our Company’s PRC counsel, Jun He Law Offices, the factual
confirmations of Dr. Zhaohua Chang as set out in a statutory declaration affirmed by him in Hong Kong on July
23, 2010 pursuant to the Oaths and Declarations Ordinance (Chapter 11) of the laws of Hong Kong (“Dr.
Chang’s Statutory Declaration”), the formal certification of the public security bureau of Shanghai on July 20,
2010 as to the absence of any prior criminal record with respect to Dr. Zhaohua Chang (“No Criminal Record
Certification”), the Directors believe that:

a. as Dr. Zhaohua Chang did not have any intention to seek illegitimate gains or interests, which is the
element for committing bribery under the general circumstances according to PRC Criminal Law, his behavior
should not be deemed as committing bribery under PRC Criminal Law;

b. Mr. Hao’s case was closed and settled with the PRC court’s final judgment in March 2007 which only
listed Dr. Zhaohua Chang as a witness, and no further investigation or inquiry has since been made by the PRC
prosecutor against Dr. Zhaohua Chang;

c. as Dr. Zhaohua Chang did not receive any illegitimate gains or interest in Mr. Hao’s case, in line with
PRC legal practices, Dr. Zhaohua Chang has not been, and it is highly unlikely for Dr. Zhaohua Chang and any
members of our Group to be, subject to any further investigation by the relevant authorities in the future in
connection with this special incident, or any regulatory action as a result of this special incident; and

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d. there should be no retroactive actions taken by SFDA on the relevant SFDA certificates for our
products as a result of this special incident due to the fact that to date, none of the SFDA certificates for our
Group’s products has been revoked or challenged by any PRC governmental authority as a result of this special
incident and no such retroactive actions are threatened or pending against our Group’s SFDA certificates which
were initially approved by SFDA when Mr. Hao was in office.

Based solely on the factual confirmations of Dr. Chang’s Statutory Declaration and the No Criminal
Record Certification, the legal opinions of our Company’s PRC legal counsel, Jun He Law Offices and the Joint
Sponsors’ PRC legal counsel, King & Wood PRC Lawyers as to the legal issues and consequences in the PRC
arising out of the special incident and such factual confirmations and certification, and the Joint Sponsors’ review
of the copies of SFDA certificates held by our Group for their products to date, the Joint Sponsors who are not
legal experts and are relying on the aforesaid confirmations, certification and PRC legal opinions, believe that:

a. based on the above, including specifically, the statement contained in Dr. Chang’s Statutory
Declaration that he did not have the intent to seek illegitimate gains or interests, which is the element for
committing bribery under the general circumstances according to PRC Criminal Law, Dr. Zhaohua Chang’s
behavior should not be deemed as committing bribery under PRC Criminal Law;

b. Mr. Hao’s case was closed and settled with the PRC courts’ final judgment in March 2007 which only
listed Dr. Zhaohua Chang as a witness, and no further investigation or inquiry has since been made by the PRC
prosecutor against Dr. Zhaohua Chang;

c. Dr. Zhaohua Chang has not been, and it is unlikely for Dr. Zhaohua Chang and any members of our
Group to be, subject to any regulatory action in connection with the special incident; and

d. to date, there have been no retroactive actions taken by SFDA on the relevant SFDA certificates for our
Group’s products as a result of the special incident, and none of the SFDA certificates for our Group’s products,
which was initially approved by SFDA when Mr. Hao was in office, has been revoked or challenged by any PRC
governmental authority directly in connection with the special incident.

Other incident involving our Company

We were previously fined RMB0.3 million by the Beijing Administration for Industry and Commerce
Feng Tai Branch in June 2005 and by the Shanghai Administration for Industry and Commerce Hong Kou
Branch in October 2005 for promoting our sales in the aggregate amount of approximately RMB5.9 million by
paying hospital sponsor fees or illegal rebates in the aggregate amount of approximately RMB0.5 million which
occurred in 2003 and 2004. We were not subject to any other penalty or legal action in connection with these
incidents. See “Risk Factors — Risks related to our Company — We might have engaged in activities that
violated PRC laws or are harmful to our reputation, and these events or any non-compliance by us with
applicable laws could have a material and adverse impact on our business, financial condition or results of
operation” in this prospectus.

Anonymous complaint letters

In May, June and July 2007, we and/or our independent auditors and external legal counsel received three
anonymous complaint letters. Although these letters lacked supporting evidence, in each case we and certain
external advisers conducted an internal investigation as noted below to properly investigate and address each of
the allegations made in the letters.

The first letter alleged that part of our financial statements were based on false contracts and that certain
payments that were supposed to have been wired to third parties were instead sent to an account controlled by a
member of our management for the purpose of paying kickbacks. To address these allegations, we conducted an
investigation with the assistance of our then PRC legal advisers, King & Wood PRC Lawyers, and our PRC

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auditing firm, which is a PRC accounting firm established in 1993 specializing in the provision of audit and
consulting services. The investigation showed that the allegations made were without any merit and that no false
contracts were identified and no such payments were made for the purpose of paying kickbacks through false
contracts.

The second letter alleged that all accounting items for MP Shanghai for the years ended December 31, 2004,
2005 and 2006 had been modified to meet the listing requirements in the U.S. and that such practices deviate from
the fairness and objectiveness requirements for audit work. We conducted our own internal investigation into the
allegations and also discussed the matter with an independent external PRC-based consulting firm, which was
founded in 2002 and provides initial public offering advisory and risk management services, including with respect
to U.S. listing requirements. This consulting firm delivered a report to the board of directors of MP Shanghai
confirming that it had conducted substantial financial due diligence on our Company and listing compliance review
and concluded that we were in compliance with the U.S. rules and listing standards.

The third letter alleged primarily that Dr. Zhaohua Chang had caused our Company to purchase raw
materials of poor quality and at inflated prices from a particular supplier and that a portion of the purchase price was
kept by Dr. Zhaohua Chang. It also alleged that we paid the import customs duties for Dr. Zhaohua Chang’s
personal car. To address these allegations, we conducted an investigation with the assistance of our then PRC legal
advisers, King & Wood PRC Lawyers. The investigation showed that the allegations made were without any merit
and that such purchase of raw materials was not of the alleged poor quality and not at the alleged inflated prices, and
Dr. Zhaohua Chang did not keep any portion of the purchase price. The import customs duties for Dr. Zhaohua
Chang’s personal car were indeed paid by us, but they were paid as benefits to him as our Director.

Based on the investigations conducted, our Directors concluded in the case of each of the three
anonymous complaint letters that the allegations made in such letter were without any merit. We believe that our
Company has taken all reasonable steps to investigate the validity of each of the allegations made in those letters.
For a discussion of certain related risks, see “Risk Factors — Risks related to our Company — We have received,
and may continue to receive, anonymous letters alleging misconduct by our Company or agents. Any such
complaints may lead to the discovery of illegal conduct, and even if the allegations are determined to be
meritless, the investigation of those allegations can be costly and significantly divert our management’s attention
from the operation of our business.” in this prospectus.

CORPORATE GOVERNANCE AND INTERNAL CONTROLS

The Board has taken the incident involving Mr. Hao Heping which is discussed under “Special Incident”
above very seriously, and we engaged in an internal investigation in relation thereto in the fourth quarter of 2006.
We have also taken various steps to improve our corporate governance procedures and enhance the composition
of our senior management and Board, as well as review and enhance our internal controls, with the purpose of
ensuring that we have proper checks and balances in place at both the Board and senior management levels to
minimize the likelihood that compliance issues will arise in the future. Each of these steps is described below.

Internal investigation

In late 2006 we engaged our then PRC legal advisers, King & Wood PRC Lawyers, to conduct an
investigation which included primarily a review of the documents related to Mr. Hao’s court case and interviews
with the relevant PRC prosecutor in such case, officials of SFDA and its Shanghai branch and current and former
employees of MP Shanghai. King & Wood PRC Lawyers is a large PRC law firm established in 1993, with
extensive experience in corporate governance and regulatory compliance matters and offices across China and in
New York, Silicon Valley, California, Tokyo and Hong Kong.

In addition, in late 2006, we engaged a large U.S.-based law firm with 30 offices around the world,
including Shanghai, which has extensive experience in internal investigations and corporate compliance matters,

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and the fraud investigation and dispute services group of one of the world’s largest international accounting
firms, to conduct a further investigation of this incident and our internal controls. The investigation by these two
parties entailed both a document review of legal and financial records and interview of current and former
employees of MP Shanghai and other parties.

Such investigation revealed that we had deficiencies in our internal controls, including those relating to
our sales practices and our system of reimbursing sales personnel for expenses used to promote and sell our
products. For example, we had no effective system to monitor or assess the correlation between the receipts for
expenses sought to be reimbursed and the business purpose of such expenses. As a result of these deficiencies in
our internal control systems, we might not have been able to detect and prevent improper practices by our
officers and employees. The U.S.-based law firm and the international accounting firm conducting the
investigation recommended to our Company that we systematically review our internal controls and procedures
in these areas, make improvements where necessary and enhance the overall training of our officers and
employees regarding compliance matters.

Corporate governance

Our business is governed at two levels: by our senior management, acting primarily through our executive
committee, and by our Directors. Our executive committee was established in May 2006, and it serves as the
overall leadership team of our Company and coordinates, and makes decisions with regard to, day-to-day
administrative, operational and managerial matters of our business. The operation of the executive committee is
summarized as follows:

Š The executive committee typically meets on a weekly basis.

Š Before each executive committee meeting, an agenda is prepared with input from senior
management and other vice presidents.

Š Decisions at the executive committee meetings are made by consensus of the members and no
decisions are made by a single member.

Š The minutes of the executive committee meetings, which are signed by all attendees, are circulated
to our Board for review.

Š After each Board meeting, the Board secretary will report the decisions made by the Directors at the
Board meeting to the executive committee for further action.

In October 2006, in order to better execute and implement the decisions made by our executive committee
with regard to the day-to-day operation and management of our business, we established the practice of holding a
weekly management meeting of our senior management and all other vice presidents, including our executive
committee members. At these weekly management meetings, the vice presidents and senior management discuss
the implementation of the decisions made by the executive committee and provide updates on the day-to-day
operation of the respective departments.

Our Directors are responsible for overseeing the overall activities of the executive committee and making
significant decisions with respect to our business, such as appointing executive officers, engaging in strategic
planning and adopting or revising corporate policies. The Board’s operation, including its interaction with the
executive committee, is summarized as follows:

Š The Board typically meets in-person at least once each quarter or more often, as necessary. With
respect to urgent matters which arise between scheduled Board meetings, the Board secretary may
also seek Board approval via telephone conference call or written Board consent.

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Š Before each Board meeting, an agenda is prepared with input from Directors, as well as from senior
management and other vice presidents including our executive committee members.

Š At Board meetings, depending on the agenda, different department heads will report to the Board on
the relevant agenda items, as necessary. The Board secretary attends all Board and executive
committee meetings to ensure that there is no gap in communication between the two bodies.

Š During Board meetings, the Board will on occasion instruct the executive committee members to
perform further review and/or analysis of a particular issue and report their findings at the next
Board meeting.

Š The Board regularly reviews executive committee minutes and our financial statements, and
Directors will discuss their comments, if any, with the responsible persons through emails or calls.

We have recently implemented a new code on September 6, 2010 which clearly delineates the roles and
authorities, as summarized above, of the executive committee, the senior management and the Board.

Our Directors believe that this structure provides an appropriate system of checks and balances to
improve our corporate governance procedures in a number of important respects. For example, decision-making
at the executive committee level ensures that our day-to-day decisions are made by consensus of our senior
management after each officer has had an opportunity to provide relevant input based on information exchanged
during the weekly management meetings of our senior management and all other vice presidents. In addition, it is
important to note the composition of our executive committee, which includes long-term employees, such as
Ms. Yan Zhang, our Director, president and compliance officer, Mr. Qiyi Luo, our Director and chief technology
officer, and Mr. Philip Li Wang, our chief operating officer. It also includes newer employees, such as Mr. Yufei
Hu, our vice president of finance, Mr. Kongrong Karl Pan, our vice president of manufacturing and operation,
and Mr. Hongbin Sun, our Director and chief financial officer.

Moreover, our Board is composed of individuals with varied backgrounds and affiliations, including four
executive Directors, Dr. Zhaohua Chang, our founder and chairman of our Company, Ms. Yan Zhang,
Mr. Hongbin Sun and Mr. Qiyi Luo, three non-executive Directors, Mr. Hiroshi Shirafuji and Mr. Norihiro
Ashida (who are representatives of our Controlling Shareholder, Otsuka Pharmaceutical) and Mr. Xiaolong Liu
(who is a representative of another shareholder), and three independent non-executive Directors, Mr. Zezhao
Hua, Mr. Guoen Liu and Mr. Jonathan Chou. Thus, no group of affiliated Directors is able to control the
decision-making of our Board. Similarly, at the shareholder level, our largest shareholders, Otsuka
Pharmaceutical, Shanghai Zhangjiang Holdings and its affiliates and We’Tron Capital, are independent of each
other and are not subject to any voting agreement.

In particular, our Directors are of the view that the involvement of Otsuka Pharmaceutical in our
Company’s operations and governance is useful in maintaining appropriate supervision of our business.
Mr. Hongbin Sun, a former employee of a subsidiary of Otsuka Pharmaceutical, is our Director and chief
financial officer, and he had regularly reviewed our financial statements for the last several years on behalf of
Otsuka Pharmaceutical, along with the two representatives of Otsuka Pharmaceutical which serve on our Board.
Mr. Sun was also a supervisor of MP Shanghai until July 2010 and regularly attended meetings with the directors
and management of MP Shanghai. In addition, one of our distributors in Japan, which is a subsidiary of Otsuka
Pharmaceutical, inspects our manufacturing facilities and our quality management system periodically, and we
also receive certain advice regarding quality control from such distributor from time to time, on an as-needed
basis, as described above in “— Quality control.”

For further details on the background and experience of our Directors and senior management, see
“Directors and Senior Management” in this prospectus.

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Internal controls and training

To address the issues identified in the internal investigation described above and to generally enhance our
internal control and compliance environment, we started to improve our internal controls and procedures in 2007.
In that year, we engaged two consulting firms which specialized in analyzing, testing and enhancing internal
controls and procedures and worked with them to make improvements where necessary. One of the consultants is
Protiviti Shanghai Co., Ltd. (“Protiviti”), a global business consulting and internal audit firm composed of
experts specializing in risk, advisory and transaction services, with approximately 2,500 employees in more than
60 offices worldwide. Protiviti reviewed and assessed our internal control system and the following table sets
forth a summary of the principal weaknesses identified by Protiviti, measures recommended by Protiviti and
measures implemented by us. The other consultant is a Hong Kong-based company that specializes in, among
other things, providing advisory services to companies and directors on how they can develop and improve their
corporate governance and compliance programs. This consultant provided consulting advice to us in relation to,
among other things, the development of an ethics and compliance culture within our Company.

Findings of weakness Measures recommended by Protiviti Measures implemented by our Company

Our Company did not establish an Our Company should establish an Our Company established an
authority delegation policy as the authority delegation policy for the authority delegation policy which
guideline for the approval hierarchy approval hierarchy over material sets forth, among other things, the
over material processes and processes and transactions such as types of authority, the delegation
transactions. disbursements, contractual principles, the daily monitoring
arrangements, investments, and periodic reporting mechanism,
reimbursements and treasury. and the detailed approval hierarchy
for different processes and
transactions.
Our Company did not develop Our Company should establish Our Company developed a work
financial closing procedures to formal financial closing flow of monthly financial closing
determine the steps of the monthly procedures to standardize the which standardizes the financial
financial closing and the financial closing process and closing tasks, timelines and
responsibilities of the related ensure the completeness and responsible persons. Such flow is
personnel involved in the monthly accuracy of our financial reports. followed every month and signed
financial closing. off by responsible finance
personnel (including personnel
responsible for accounts payable,
accounts receivable, general ledger
and costing) to ensure all financial
closing tasks are completed in a
timely manner.
Our Company did not establish a Our Company should establish Our Company established a policy
policy to monitor the process of sales formal procedures on sales of sales sample management,
samples. samples to control our operating which provides that the formal
cost effectively. application form for sales samples
should be approved by the relevant
department head, vice president of
quality, finance controller, vice
president of manufacturing and
operation and vice president of
finance.

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Findings of weakness Measures recommended by Protiviti Measures implemented by our Company


Our Company participated in various Our Company should establish a Our Company established policies
academic meetings. However, we did policy to manage and monitor for domestic meetings and
not have policy to manage and meeting related expenses overseas meetings to ensure the
monitor meeting expenses. effectively. validity of the meeting expenses
and to control our operating cost
effectively.
Our Company provided business Our Company should establish a Our Company established a policy
credit cards to certain senior formal policy to standardize the of business credit card
management. However, our management of business credit management, which states that the
Company did not develop a policy to cards. application and repayment of
standardize the procedures of business credit cards should be
business credit card usage and approved by designated
repayment. management (including the
relevant department head, finance
controller, vice president of
finance and president).
Our Company did not prepare a tax Our Company should prepare a tax Our Company prepared a tax
manual to specify the daily operation manual to formalize the daily management policy to formalize
of tax related matters. operation of tax related matters. the daily operation of tax related
matters, including the procedures
of tax payments and tax returns.
Since Protiviti’s review, in addition to the measures implemented as set forth in the table above, we have
implemented various measures to improve our internal controls and procedures. In 2007, we established a
compliance program and adopted new policies which apply to all personnel in our Company (totaling 1,196
employees as of March 31, 2010), including a code of business conduct (which was updated in 2009), which
includes procedures for anonymously reporting suspected misconduct and complaints, concerns and information
regarding accounting matters. We have also adopted a comprehensive anti-corruption manual on September 6,
2010. In addition, in 2008, we adopted new reimbursement and disbursement policies which, among other things,
clarified signing authorities for all levels within our Company, standardized approval procedures and
reimbursement caps for entertainment, travel and other expenses and provided additional standards and guidance
for permissible expenses. We have also established a comprehensive document management system that contains
all contracts and important business documents to enable our management to effectively review and monitor
important documents involving our Company, as well as standardize our contracts with distributors and suppliers
to include representations and warranties regarding their compliance with applicable laws. In preparation for the
Global Offering, we have been working with Protiviti to implement additional measures to further enhance our
internal controls as described below. See “Risk Factors — Risks related to our Company — If we fail to maintain
effective internal controls, we may not be able to accurately report our financial results or prevent fraud, and our
business, financial condition, results of operation and reputation could be materially and adversely affected” in
this prospectus.
In addition to enhanced controls and procedures, we have been providing extensive and ongoing training
to all of our personnel since 2008. The training encompasses both general awareness training for employees
which is designed to give an understanding of all of our controls, procedures and policies, in particular those that
are relevant to their role in our Company. One of the primary goals of this training is to ensure that our
employees understand their compliance obligations and, for employees who have regular contact with outside
parties such as hospital administrators, physicians and SFDA officials, to discuss appropriate ways to balance or
maintain close working relationships without engaging in impermissible conduct so that incidents similar to the
special incident will not happen again in the future. We have also been providing comprehensive implementation
training since 2008 to department managers to enable them to provide supplement training and guidance to
employees within their department. In addition, our Hong Kong-based consultant referenced above provided

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BUSINESS

compliance training to our Directors in 2007, and we have been providing annual training to our distributors on
anti-bribery since 2009. Further, in light of this special incident and in preparation for the Global Offering,
Dr. Zhaohua Chang has received various training including (i) the foregoing compliance training provided by the
referenced Hong Kong-based consultant to our Directors in 2007, (ii) training on continuing obligations of a
Hong Kong listed company and its directors provided by our Company’s Hong Kong counsel in March 2010, and
(iii) training on internal control and anti-corruption provided by Protiviti in July 2010. These training sessions
further enhanced (i) Dr. Zhaohua Chang’s awareness of potential corruption situations and the corresponding
anti-corruption internal control measures adopted by our Company and (ii) Dr. Zhaohua Chang’s knowledge of
the Listing Rules and the fiduciary duties, and duties of skill, care and knowledge required of a directors of a
listed company in Hong Kong. As such, we believe that Dr. Zhaohua Chang had, and continues to have, the
competence and integrity commensurate with his position as a Director of our Company.

The foregoing measures have been fully implemented, and they form an integral part of our operations.
We are not aware of any subsequent incidents of the same or similar nature as those described above under
“Regulations — Anti-corruption and special incident involving our Company.” Based on the absence of any
subsequent incidents and our Directors’ supervision of and regular interaction with management’s executive
committee, we are of the view that such measures have been effective to date. We also plan to engage an
independent consultant to perform annual reviews of our internal control system after the Listing, the result of
which will be published in our annual reports.

In addition, in preparation for the Global Offering, we engaged Protiviti in early 2010 to reassess and
further improve our internal control system. Protiviti confirmed that all of the principal weaknesses identified by
it in 2007 have been rectified effectively by us and measures recommended by it have been effectively
implemented by us, including measures implemented by us to address deficiencies in reimbursement and
disbursement policies, and permissible expenses. To further strengthen and formalize our relevant policies and
control procedures, Protiviti has recommended measures for improvement, all of which have been adopted and
implemented by us, as summarized below.

Findings of weakness Measures recommended by Protiviti Measures implemented by our Company

Lack of formalized controls over user Our Company should establish Our Company established a policy
access to our financial system. User formal application and approval of user access management to
access to our financial system was procedures for the user access to formalize the procedures of user
assigned by our information our financial system. Written access application and approval. A
technology department without application form and management user access application form is
formal application and approval. In approval should be required for adopted for new access
addition, there was no periodic each user access request. Our application, which should be
review of user access to our financial finance department and system approved by the relevant
system. administrator should periodically department head and information
review the user access list in the technology manager. Our
system to ensure all modifications information technology department
are valid and consistent with will perform periodic review on
supporting documents. the user access list.
Our accounting policies did not The accounting policies should be Our Company updated the
include the following: updated to define the major types accounting policies accordingly,
of non-routine events and which define the types of non-
• definition of non-routine
transactions. Information about routine transactions and the
transactions and related
significant non-routine transactions approval procedures. Changes to
approval procedures; and
should be documented for the accounting policies will be
• approval procedures for changes management review and approval approved by our audit committee.
to the accounting policies. prior to recording. Changes made
to the accounting policies should
be approved our audit committee.

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Findings of weakness Measures recommended by Protiviti Measures implemented by our Company


Our Company did not have a Our Company should establish a Our Company established a policy
standard policy to formalize the policy to formalize the procedures of capital construction
management of building and of application, approval and management to formalize the
construction projects, including monitoring for building and procedures of project application,
project application and approval, construction projects. approval, execution and
project inspection and examination monitoring activities.
and other monitoring activities.
Our Company did not establish Our Company should establish Our Company established relevant
standard policies with regard to our information technology policies to information technology policies.
information technology management. formalize our information
technology practice and
procedures.
Our Company did not develop formal The current finance policy should Our Company updated our finance
procedures for accounts payable be updated to include the policy accordingly. Our accounts
confirmation. procedures for accounts payable payable confirmation with
confirmation. The account payable principal suppliers will be
confirmation should be sent to performed every half a year and
principal suppliers periodically and the results will be reviewed.
the replies to the confirmation
should be reviewed and checked
against the financial records.
Our Company did not finalize the Our Company should finalize and Our Company finalized and
guideline for the management of internally disseminate the policy of internally disseminated the policy
government subsidies. government subsidies to with respect to the management of
standardize the procedures of government subsidies.
application, authorization and
supervision of government
subsidies.

JOINT SPONSORS’ CONFIRMATION ON LISTING RULE 3A.15(5)

In accordance with Listing Rule 3A.15(5), each of the Joint Sponsors by relying primarily on the works of
Protiviti, has made a formal statement to the Hong Kong Stock Exchange that having made reasonable due
diligence inquiries, including interviewing Protiviti to understand its assessment of the Company’s current
internal control systems and discussing with Protiviti the contents of its internal control reports, it has reasonable
grounds to believe, and does believe, that the Company has established procedures, systems and controls
(including accounting and management systems) which are adequate having regard to the obligations of the
Company and its directors to comply with Listing Rules and other relevant legal and regulatory requirements (in
particular Listing Rules 13.09, 13.10, 13.46, 13.48 and 13.49, Chapters 14 and 14A and Appendix 16) and which
are sufficient to enable the Company’s directors to make a proper assessment of the financial position and
prospects of the Company and its subsidiaries both before and after the Listing.

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDER
AND CONNECTED TRANSACTIONS

RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDER

Immediately following the completion of the Global Offering, Otsuka Pharmaceutical will remain as our
largest Shareholder and is expected to hold approximately 32.5% of our Shares (assuming the Over-allotment is
exercised in full, without taking into account any exercise of options granted and/or to be granted under the Pre-
IPO Share Option Schemes and the Share Option Scheme).

Otsuka Pharmaceutical is a wholly-owned direct subsidiary of Otsuka Holdings established under the
laws of Japan. As of March 31, 2010, the largest three shareholders of Otsuka Holdings were Otsuka Group
Employees Shareholding Fund, Otsuka Estate Ltd. and The Nomura Trust and Banking Co., Ltd. (Otsuka
Founder Family Shareholding Fund), which respectively own 5.38%, 7.79% and 10.63% of the voting shares of
Otsuka Holdings. In addition to the above holding, The Nomura Trust and Banking Co. Ltd. (Otsuka Group
Employees Shareholding Fund) owned approximately 1.56% in Otsuka Holdings as at March 31, 2010. The
beneficiaries under the two funds managed by the two accounts under The Nomura Trust and Banking Co., Ltd.
are however separate and different. None of the remaining shareholders of Otsuka Holdings holds more than 5%
of its voting shares. None of the shareholders of Otsuka Holdings, to the best knowledge of our Directors, is a
connected person of our Group. As such, Otsuka Holdings via Otsuka Pharmaceutical is, and will continue to be
after our Listing, our controlling shareholder as defined under the Listing Rules. For the sole purpose of this
section, Otsuka Holdings, its subsidiaries and affiliates, other than members of our Group, are collectively
defined as the “Controlling Shareholder Group.” Upon completion of the Global Offering, the Controlling
Shareholder Group will continue to engage in certain businesses which do not form part of our Group and which
do not compete, directly or indirectly, with our business as described in “—The Controlling Shareholder Group”
below.

The Controlling Shareholder Group

The Controlling Shareholder Group operates in 23 nations and regions throughout the world, with a
strong focus in Japan, Europe and the United States. The operations of our Controlling Shareholder Group
mainly focus on four areas, namely, pharmaceuticals, nutraceuticals, consumer products and other businesses
unrelated to our Group such as warehousing and logistics, chemicals and other businesses outside the healthcare
sector. Other than its interest in our Group, the Controlling Shareholder Group has established two research and
development facilities in China and also has interests in 24 companies in mainland China and Hong Kong.
However, the Controlling Shareholder Group’s Chinese operations mainly focus on the manufacturing of
pharmaceutical products, food and beverages.

Prior to the Listing, our business is categorized under the pharmaceutical arm of the Otsuka Group, which
is primarily led by Otsuka Pharmaceutical, our direct controlling shareholder, and Taiho Pharmaceutical Co.,
Ltd., which is independent from our Group. Taiho Pharmaceutical Co., Ltd. mainly focuses on the production of
therapeutic drugs relating to oncology, whereas Otsuka Pharmaceutical is engaged in the research, development
and marketing of pharmaceuticals with a focus on the central nervous system, vascular system, digestive and
respiratory systems, ophthalmology and dermatology. We are the only member under Otsuka Holdings that
primarily engages in the design, research, production and sale of medical devices specifically used for the
treatment of vascular diseases and disorders.

While the Controlling Shareholder Group also engages in the manufacture of certain medical devices
through one of its members, JIMRO Co., Ltd. (“JIMRO”), the product manufactured and marketed by JIMRO is
an adsorptive-type extracorporeal leukocyte apheresis device approved in Japan for the treatment of active
ulcerative colitis and Crohn’s Disease. Given the differences in terms of technical specifications and patient
population, the medical devices produced by JIMRO do not in any way constitute substitutes for the products
offered by us.

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDER
AND CONNECTED TRANSACTIONS

Other pharmaceutical business activities of the Controlling Shareholder Group include the production and
sale of clinical nutrition and diagnostic kits, as well as reagents for research purposes, none of which relates to
the production or sale of medical devices and therefore do not compete with our business.

The non-pharmaceutical businesses operated by the Controlling Shareholder Group primarily include the
development, manufacture and marketing of functional foods and beverages as well as supplements marketed
under the Pocari Sweat®, Calorie Mate®, and Oronamin-C Drink® as well as Nature Made® brands. Other
business activities include the production and sale of mineral water, foods, beverages and wines, and production
of chemical products, electronic equipment, and packaging and distribution (other than packaging and
distribution of our Group’s products in mainland China), all of which are unrelated to our business.

Our Group

Our Group is mainly engaged in the development, manufacture and marketing of medical devices focused
primarily on minimally invasive interventional products for the treatment of vascular diseases and disorders in
China. As of the Latest Practicable Date, we offered 18 products including cardiovascular and other vascular
devices, as well as an EP and a diabetes device.

Our Group’s manufacturing operations are wholly based in China. In terms of the products we offer, we
primarily serve the Chinese market. Our exports to other countries in the Asia Pacific region (excluding China),
South America and Europe accounted for approximately 10.2%, 10.7%, 10.6% and 7.0% of our revenue for the
years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010, respectively.

As such, notwithstanding that we operate in a similar industry, the healthcare industry, the business of the
Controlling Shareholder Group can be clearly delineated from ours in terms of the nature of products and
geographical locations. The following table summarizes the delineation between the businesses of the
Controlling Shareholder Group and those of our Group:

Controlling Shareholder Group Our Group


Geographical Š 23 nations and regions throughout Š China-focused
delineation the world, with a strong focus on
Japan, Europe and the U.S.
Business delineation Š Not engaged in the design, Š Focused on one particular aspect of
research, production and sale of the healthcare business — the
minimally invasive interventional design, research, production and
products specifically used for the sale of minimally invasive
treatment of vascular diseases and interventional products specifically
disorders used for the treatment of vascular
diseases and disorders
Š A diversified business model
focused on four areas, namely
pharmaceuticals, nutraceuticals,
consumer products and other
businesses, none of which is related
to our business

Independence from Controlling Shareholder Group

Having considered the following factors, our Directors are satisfied that our Group conducts our business
independently of the Controlling Shareholder Group, and the business of the Controlling Shareholder Group does
not compete with our Group either directly or indirectly.

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDER
AND CONNECTED TRANSACTIONS

Operational independence

Our business strategies, operations and geographical focuses are separate and independent from the
Controlling Shareholder Group in all material aspects. Our Group maintains our own production and operating
facilities. Our Group’s business operations are conducted through our PRC subsidiaries with our principal
operating subsidiary MP Shanghai established in 1998. Further, other than the transactions described in
“— Connected transaction” below, there have been no other continuing connected transactions between us and
the Controlling Shareholder Group which will continue after the Listing.

Our Group has entered into, and will continue to enter into, exclusive distribution arrangements with
some members of the Controlling Shareholder Group, details of which are set out in “— Connected transactions”
below. For the years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010, the
sales pursuant to those distribution arrangements accounted for only 3.3%, 4.7%, 5.5% and 2.9% of our revenues,
respectively. Our Directors and the Joint Sponsors have confirmed that these agreements are entered into in the
ordinary course of our business, on normal commercial terms and at arm’s length. In the event any of these
agreements are terminated, our Directors are of the view that alternative distributors can be found within a
reasonable time on similar terms and that such termination would not have any material adverse impact on the
operation of our Group.

Further, our Group has also signed exclusive distribution agreements with other independent third parties
in relation to other countries including those in South America and Europe based on similar commercial terms as
the ones signed with the Controlling Shareholder Group in the ordinary course of business. For the years ended
December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010, approximately 89.8%, 89.3%,
89.4% and 93.1% of our revenue was generated in China, respectively. In terms of export volume, approximately
30% of our products are distributed via the Controlling Shareholder Group Distribution Agreements (as defined
below) and the remaining 70% are distributed via exclusive distribution agreements with independent third
parties.

All of the distribution agreements by our Group (which include the Controlling Shareholder Distribution
Agreements) are entered on an exclusive basis for the mutual benefit of both the distributors and ourselves in
accordance with market practice. Our Directors consider it to be beneficial to enter into these agreements on an
exclusive basis to motivate our distributors in the respective countries to use their best efforts and devote their
resources to distributing our products. Similarly, our distributors have assurance from us that we will not ask any
of their competitors to distribute our products in the respective countries.

In light of the above, our Directors believe that our Group is operationally independent from the
Controlling Shareholder Group.

Details of certain continuing connected transactions between the Controlling Shareholder Group and our
Group are set out in “— Connected transactions” below.

Financial independence

The Controlling Shareholder Group has not provided us any loans or any other forms of financial
assistance during the Track Record Period and up to the Latest Practicable Date. Our Group is in a strong
financial position and is financially independent from the Controlling Shareholder Group. We have over 10 years
of operating history in China. Our Group generates sufficient revenue from its business activities. Over the years,
our Group also has a track record of fund-raising on a stand-alone basis and has been able to secure bank loans or
financing facilities from banks or other financial institutions without any credit support or guarantees from the
Controlling Shareholder Group. We currently have and expect that we will continue to have sufficient cash and
bank deposits in place to repay relevant amounts of a non-trade nature. For details of our Group’s financial

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDER
AND CONNECTED TRANSACTIONS

position, please refer to “Financial Information” in this prospectus and the Accountants’ Report in Appendix I to
this prospectus.

In light of the above, our Directors believe that our Group is financially independent from the Controlling
Shareholder Group.

Management independence

Our Board currently comprises four executive Directors, three non-executive Directors and three
independent non-executive Directors.

Other than Mr. Hongbin Sun, the directors appointed by the Otsuka Group and Shanghai ZJ are
non-executive directors, and the duty to manage the day-to-day operations of our Group rests with our core
senior management team led by our executive committee. Mr. Hongbin Sun has also ceased to hold any position
at Otsuka Group since he joined our Group. None of the members of our executive committee, whose
biographical details are set out in “Directors and Senior Management” in this prospectus, assumes any executive
directorship or managerial role with the Controlling Shareholder Group.

CONNECTED TRANSACTIONS

Our Group has entered into certain agreements with the Controlling Shareholder Group in our normal
course of business. Upon Listing, Otsuka Pharmaceutical will remain our largest Shareholder and is expected to
hold approximately 32.5% of our Shares (assuming the Over-allotment is exercised in full, without taking into
account the exercise of any options granted and/or to be granted under the Pre-IPO Share Option Schemes and
Share Option Scheme). Accordingly, transactions between our Group and the Controlling Shareholder Group will
constitute connected transactions of our Company under the Listing Rules.

NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS

Exclusive distribution agreements

The principal operating subsidiary in our Group, MP Shanghai, has entered into five exclusive
distribution agreements with each of the following subsidiaries of the Controlling Shareholder Group (which are
collectively referred to in this section as the “Controlling Shareholder Group Distribution Agreements”) in the
ordinary course of our business based on normal commercial terms:

Š Thai Otsuka Pharmaceutical Co., Ltd;

Š Otsuka (Philippines) Pharmaceutical, Inc;

Š P.T. Otsuka Indonesia;

Š Otsuka Pakistan Ltd; and

Š JIMRO Co., Ltd.

Each of the Controlling Shareholder Group Distribution Agreements is a separate framework agreement
whereby MP Shanghai has appointed each of the respective entities of the Controlling Shareholder Group in the
Philippines, Thailand, Indonesia, Pakistan and Japan to be our exclusive distributor of mainly drug-eluting stent
systems and balloon catheters in each of the corresponding countries.

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDER
AND CONNECTED TRANSACTIONS

Pursuant to each Controlling Shareholder Group Distribution Agreement, each year, each distributor
purchases from MP Shanghai a minimum amount of the agreed products, and each distributor then uses its best
efforts in the promotion and the sale of the product to the end-user customers. MP Shanghai invoices each
distributor and is paid directly by each distributor in accordance with the terms of each Controlling Shareholder
Group Distribution Agreement.

As most of the products distributed through the Controlling Shareholder Group Distribution Agreements
have a relatively short shelf life, such as drug-eluting stents, and taking into account the transportation time and
customs clearance for exports of these products to the distributors in each country, most of the Controlling
Shareholder Group Distribution Agreements provide that if the annual minimum purchase order has been met for
the previous year, the distributor has the right to receive a new replacement of a small portion of certain expired
products to us to be replaced with new products. The cost of these replacement products represented
approximately 0.05%, 0.11%, 0.15% and 0.17% of our Group’s total costs of good sold during 2007, 2008 and
2009, and three months ended March 31, 2010, respectively.

The replacement arrangement for expired products is extended to all independent distributors in the PRC.
The grant of such replacement arrangement for expired products to independent distributors depends largely on
the following factors: (a) the operational scale and performance of the particular distributor; (b) the history of
cooperation between the distributor and our Group; (c) the degree of business trust between the distributor and
our Group; and (d) the effectiveness period of the products being distributed.

Each Controlling Shareholder Group Distribution Agreement provides that if the minimum quantity of
purchase is not met by the distributor, no penalty will be imposed on the distributor, but after prior notice and in
accordance with the terms of each Controlling Shareholder Group Distribution Agreement, MP Shanghai has the
right to terminate the exclusive distribution arrangement and convert it to a non-exclusive arrangement.

The purchase price for the products on a unit basis, the minimum purchase quantities and the quantity of
expired products which may be replaced are determined on an annual basis by mutual agreement between each
distributor and MP Shanghai entered into on normal commercial terms in accordance with the normal practice in
the relevant jurisdiction. In reaching agreement for the purchase price, the minimum purchase quantities and the
replaceable purchase quantities in the annual contract with each of the relevant Controlling Shareholder Group
distributors, our Group took into account the following factors (i) in respect of the purchase price, the market
price of these products, the actual cost or reasonable cost incurred in manufacturing such a product, and a
reasonable profit margin for the distributor as well as a reasonable profit margin for our Group in each country;
(ii) in respect of the minimum purchase quantities, the market size of end-users in each country and the number
of competitors and the sales of these competitors (where such information is available) in each country, (iii) in
respect of the replaceable quantities of expired products, the type of product and the period of effectiveness of
the product and the number of competitors of our products in each country. Our Directors believe that the
aforementioned factors are in line with the market practice in ascertaining the purchase price, the minimum
purchase quantities and the replaceable purchase quantities in distribution agreements in the relevant jurisdiction.
The exclusive distribution agreement entered for Japan was initially entered into on February 16, 2004 for a term
of 10 years, and the other Controlling Shareholder Group Distribution Agreements which are currently in effect
were initially entered into on January 1, 2008 for a term of five years from the date of execution. Effective from
2013, other than in relation to Japan, the Controlling Shareholder Group Distribution Agreements will be
automatically renewed on a one-year duration basis for subsequent years, unless terminated in accordance with
the terms of the applicable distribution agreement. Beginning in 2014, the one-year automatic renewal on an
annual basis starts for the Japanese Controlling Shareholder Group Distribution Agreement (the “Japan
Distribution Agreement”) in accordance with its terms.

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDER
AND CONNECTED TRANSACTIONS

Our Group’s products were first distributed in Japan through the Controlling Shareholder Group’s
Japanese entity around March 2004. The initial term of the Japan Distribution Agreement was for a long duration
because (i) it was the first time our Group entered into such a contract with a distributor in Japan and our Group
believes that the long-term exclusive distribution agreement will help secure a stable sales of its products in
Japan through the Controlling Shareholder Group’s Japan entity; (ii) our products were new to the market in
Japan when they were first distributed by the Controlling Shareholder Group’s Japan entity around March 2004.
Therefore, the Controlling Shareholder Group’s Japan entity required time and effort to build up the business and
also a reasonable term of exclusive agreement with us to justify the resources invested by them; (iii) it is
customary market practice for a foreign party and a Japanese entity to enter into contracts of similar nature and
duration in the medical device industry in Japan to ensure that such foreign entity will be tied into an exclusive
distribution agreement for a longer duration; (iv) the entry barrier for a foreign entity to set up an entity in Japan
to sell its products is relatively high compared to other countries because an entity in Japan is required to bear all
potential product liability claims pursuant to the relevant laws in Japan, and the investment required to establish a
sales and marketing network similar to the Controlling Shareholder Group’s entity is substantial. As such, it is
more beneficial for our Group to enter into a long-term exclusive distribution agreement with the Controlling
Shareholder Group’s Japan entity as compared to setting up an entity in Japan to sell our products; and (v) to
complete the approval process to sell medical device products in Japan would typically take a long period of time
of five years or more, since it requires substantial cost and time to be incurred by the Controlling Shareholder
Group’s Japan entity to promote our products to end-user customers in the Japanese market, build-up our brand
name and expand the sales network. Our Group therefore believes it is more profitable to enter into a long-term
contract in the view that the financial returns may only be recouped over a longer period of time.

Based on the foregoing reasons, the Directors are of the view that it is fair and reasonable and in line with
market practice in Japan for MP Shanghai to enter into a long-term exclusive distribution agreement with the
Controlling Shareholder Group Japan entity.

Based on the foregoing reasons, the information provided by our Company in relation to its knowledge of
the market practice in Japan, experience and past dealings in the medical device industry in Japan through the
Controlling Shareholder Group Japan entity, and their industry knowledge of similar distributorship
arrangements entered into by other companies in the healthcare industry in Japan, the Joint Sponsors are of the
view that it is normal business practice in Japan for agreements in the nature of the Japan Distributorship
Agreement to be of a duration longer than three years.

With respect to the distributorship agreements entered into with the Controlling Shareholder Group’s
distributors in Philippines, Thailand, Indonesia and Pakistan (the “South Asian Agreements”), a term of five
years has been agreed to after taking into account certain factors not present in other markets including certain
sunk costs (e.g. promotional costs) required by the distributors to be committed and which they could not recoup
within three years out of their agreed sale margins, and the need to foster a business relationship with the
distributor, encourage loyalty and incentivize the distributors to sell our Company’s products. Since there is a
guaranteed minimum purchase requirement to be met by the respective Controlling Shareholder Group’s
distributors yearly (subject to renegotiation each year) under each of such distributorships, signing for a longer
period ensures that our Company has a base sales volume over a longer period. The Directors are of the view that
the market risks of such longer term agreements are properly managed by having sale terms or margins enjoyed
by distributors pegged to market formulas and by negotiating unilateral termination rights exercisable by our
Company, including rights to change such exclusivity rights to non-exclusivity rights in the event of failure to
meet stipulated sales targets. It is not uncommon for the Controlling Shareholder Group’s distributors to enter
into contracts with third party manufacturers for a duration of more than three years depending on the type of
product and the market the product is distributed in.

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDER
AND CONNECTED TRANSACTIONS

In addition, the South Asian Agreements were historical commercial agreements, the remaining terms of
which will be less than three years from the Listing Date until expiry. On or around December 31, 2012, being
the time for renewal of the South Asian Agreements, the Board (including all the independent non-executive
Directors) will conduct a comprehensive review of the South Asian Agreements in accordance with the
requirements of Chapter 14A of the Listing Rules to, among others, determine whether the South Asian
Agreements should be renewed in light of the reasonableness and necessity thereof. Independent shareholder
approvals will also be sought if required under the Listing Rules.

Based on the foregoing reasons, the Directors are of the view that it is fair and reasonable to enter into an
exclusive distribution agreement for a duration longer than three years with the relevant Controlling Shareholder
Group entity in the Philippines, Thailand, Indonesia and Pakistan.

Based on the foregoing reasons, the information provided by our Company in respect of its relationship
with the relevant Controlling Shareholder Group entity in the Philippines, Thailand, Indonesia and Pakistan and
their industry knowledge of similar distributorship arrangements entered into by other companies in the
healthcare industry in these countries, the Joint Sponsors are of the view that it is normal business practice in
these countries for agreements in the nature of the South Asian Agreements to be of a duration longer than three
years.

In accordance with the Listing Rules, as the transactions entered into under the Controlling Shareholder
Group Distribution Agreements are entered into by MP Shanghai and members of the Controlling Shareholder
Group, all the transactions under the Controlling Shareholder Group Distribution Agreements will be aggregated
as a series of connected transactions as if they were all completed within a 12 month period for each financial
period. The aggregated sales under the Controlling Shareholder Group Distribution Agreements constitute a
continuing connected transaction subject to the reporting, announcement and independent shareholders’ approval
requirements under Chapter 14A of the Listing Rules. As set out below, we have applied for and have obtained
an exemption from the Hong Kong Stock Exchange from compliance with the announcement and independent
shareholders’ approval requirements.

For the years ended December 31, 2007, 2008 and 2009, and the three months ended March 31, 2010, the
aggregate amount of sales under the Controlling Shareholder Group Distribution Agreements was approximately
RMB14.06 million, RMB22.75 million, RMB30.57 million and RMB5.17 million, respectively. Such sales are
expected to continue following the Listing.

The maximum aggregate amounts of sales to the Controlling Shareholder Group under the Controlling
Shareholder Group Distribution Agreements for the next three years shall not exceed the annual caps set out
below:

Proposed annual cap for the year ended December 31,


2010 2011 2012
Total sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RMB39,730,239.8 RMB51,649,311.7 RMB67,144,105.2

In arriving at the above annual caps, our Directors have considered our historical amounts of sales to the
Controlling Shareholder Group, the expected future growth in our business taking into account the expected
market conditions and demand for our products, and the expansion and the sales channels expected to be adopted
by our competitors. Our historical sales to the Controlling Shareholder Group have been increasing at a rate of
approximately 30% per year. Given our history of successful business cooperation with the Controlling
Shareholder Group and our business strategy of international expansion, we expect our sales to the Controlling
Shareholder Group will continue to increase in the coming years. The increase in the annual caps for the sale of
the products to the Controlling Shareholder Group reflects our expectations for sales in this regard.

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDER
AND CONNECTED TRANSACTIONS

Waiver application for non-exempt continuing connected transactions

Under the Listing Rules, the highest applicable ratio, as set out in Rule 14A.07 of the Listing Rules,
where applicable, of the Controlling Shareholder Distribution Agreements on an aggregated basis as described in
“— Non-exempt continuing connected transactions” above is expected to be more than 5%. As such, the
transaction is considered to be non-exempt continuing connected transaction subject to reporting and
announcement requirements described in Rules 14A.45 to 14A.47 of the Listing Rules, annual review
requirements described in Rules 14A.37 to 14A.40 of the Listing Rules and prior independent shareholders’
approval requirements under Rule 14A.48 of the Listing Rules.

Accordingly, we have applied for, and the Hong Kong Stock Exchange has granted us, a waiver in respect
of the above continuing connected transaction from strict compliance with the announcement and independent
shareholders’ approval requirements relating to the connected transactions under the Listing Rules, subject to its
aggregate value not exceeding the annual caps set forth above. Should any of the annual caps be exceeded or
when the relevant agreement is renewed or when there is a material change to the terms of the agreement, we will
re-comply with the announcement and independent shareholders’ approval requirements under the Listing Rules.
In addition, our Company confirms that it will comply with Rules 14A.35(1) (other than the waiver sought in
relation to the Controlling Shareholder Distribution Agreement to be entered into for a period greater than three
years described below), 14A.35(2), 14A.35(5), 14A.36, 14A.37, 14A.38, 14A.39 and 14A.40 of the Listing Rules
in relation to the transactions.

Further, the Hong Kong Stock Exchange has granted us waivers for the Controlling Shareholder
Distribution Agreement to be entered into for a period greater than three years based on the reasons set out
above.

In the event of any future amendments to the Listing Rules imposing more stringent requirements than
those applicable as of the date of this prospectus on the continuing connected transactions referred to in this
section, we will take immediate steps to ensure compliance with such new requirements.

Confirmation from Directors

Our Directors (including independent non-executive Directors) are of the view that the continuing
connected transaction set out in “— Non-exempt continuing connected transaction” above and the related party
transactions described in note 28 to the Accountants’ Report in Appendix I to this prospectus have been entered
into in the ordinary and usual course of business of our Company, on normal commercial terms and are fair and
reasonable and in the interest of our Shareholders as a whole, and the proposed annual caps are fair and
reasonable and in the interests of our Shareholders as a whole.

Confirmation from the Joint Sponsors

The Joint Sponsors are of the view that the non-exempt connected transaction described above has been
entered into in the ordinary and usual course of our Company’s business, is on normal commercial terms and is
fair and reasonable and in the interests of our Shareholders as a whole, and the proposed annual caps referred to
in “— Non-exempt continuing connected transactions” above are fair and reasonable in the interests of our
Shareholders as a whole.

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DIRECTORS AND SENIOR MANAGEMENT

DIRECTORS

Our Board consists of ten Directors, including four executive Directors, three non-executive Directors and
three independent non-executive Directors. The following table sets forth certain information in respect of our
Directors.

Name Age Position

Dr. Zhaohua Chang ( ) .................. 47 Executive Director and chairman


Ms. Yan Zhang ( ) ....................... 40 Executive Director, president and compliance officer
Mr. Hongbin Sun ( ) ................... 34 Executive Director and chief financial officer
Mr. Qiyi Luo ( ) ....................... 48 Executive Director and chief technology officer
Mr. Norihiro Ashida ( ) ............... 55 Non-executive Director
Mr. Hiroshi Shirafuji ( ) ............... 66 Non-executive Director
Mr. Xiaolong Liu ( ) ................... 53 Non-executive Director
Mr. Zezhao Hua ( ) .................... 71 Independent non-executive Director
Mr. Jonathan H. Chou ( ) ................ 46 Independent non-executive Director
Dr. Guoen Liu ( ) ...................... 52 Independent non-executive Director

Executive Directors

Dr. Zhaohua Chang ( ), aged 47, is our founder and executive Director and chairman of our
Company. Dr. Zhaohua Chang has served as a Director since July 14, 2006 and assumed the responsibility of the
chief executive officer of our Company from April 2008 to July 2010. Dr. Zhaohua Chang has over 20 years of
experience in the medical device industry, and he is currently a professor and associate dean of the Medical
Device College of the University of Shanghai for Science and Technology. Prior to founding MP Shanghai in
1998, Dr. Zhaohua Chang was the vice president of research and development of Endocare Inc., a NASDAQ-
listed medical device company based in California, U.S., from 1996 to 1997. From 1990 to 1995, he was the
senior engineer and senior scientist, director of research and development and vice president of engineering at
Cryomedical Sciences Inc., a medical device company in Maryland, U.S., which was listed on NASDAQ prior to
its acquisition by a third party. Dr. Zhaohua Chang has published a number of articles in biomedical science
magazines, and holds 14 patents in China and the United States. Dr. Zhaohua Chang received a bachelor’s degree
in refrigeration engineering in 1983 and a master’s degree in cryogenics in 1985 from the University of Shanghai
for Science and Technology. Dr. Zhaohua Chang received his Ph.D. degree in biological sciences from the State
University of New York at Binghamton in 1992.

Ms. Yan Zhang ( ), aged 40, is an executive Director, president and compliance officer of our
Company. Ms. Zhang has served as a Director since July 22, 2010. Ms. Zhang also served as our senior vice
president of corporate affairs, general counsel, compliance officer and Board secretary prior to July 2010.
Ms. Zhang has over 16 years of legal experience practicing PRC law in China. Prior to joining us in 2006,
Ms. Zhang was a senior lawyer of King & Wood, a leading law firm in China, from 2000 to 2006. From 1995 to
2000, Ms. Zhang was a lawyer of Development Law Firm in Zhejiang, China. Ms. Zhang received her master’s
degree in law and her bachelor’s degree in law from China East University of Politics and Law in China in 2002
and 1991, respectively.

Mr. Hongbin Sun ( ), aged 34, is an executive Director and chief financial officer of our Company.
Mr. Sun has served as a Director and our chief financial officer since July 22, 2010. He was also a supervisor of
MP Shanghai until July 2010. Mr. Sun has over 10 years of finance experience. Mr. Sun was the director and
general manager of Otsuka China from 2006 to July 2010. From 2004 to 2006, he served as a financial director
of Otsuka China. From 1998 to 2003, Mr. Sun was an assistant manager of the Shanghai office of KPMG. Mr.
Sun is a member of the Chinese Institute of Certified Public Accountants and is also a Chartered Financial
Analyst. Mr. Sun received his bachelor’s degree in economics from Shanghai Jiao Tong University in China in
1998.

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DIRECTORS AND SENIOR MANAGEMENT

Mr. Qiyi Luo ( ), aged 48, is an executive Director and chief technology officer of our Company.
Mr. Luo has served as a Director since July 22, 2010. Mr. Luo has over 19 years of experience in the medical
device industry. Prior to joining us in 2003, he worked as principal research and development engineer and senior
manufacturing/development engineer at Medtronic AVE in the United States from 1995 to 2002. From 1991 to
1995, he worked as supervisor and engineer of the angioplasty research and development team at Vas-Cath Inc.,
a subsidiary of C.R. Bard, Inc., in Canada. Mr. Luo, jointly with others, holds 30 patents and has 52 patent
applications pending in China, the United States, Japan and the European Union. Mr. Luo received his bachelor’s
degree in applied science from Yunnan University of Technology in China in 1983 and his master’s degree in
applied science from Queen’s University in Canada in 1990.

Non-executive Directors

Mr. Norihiro Ashida ( ), aged 55, is a non-executive Director of our Company. Mr. Ashida has
served as a Director since November 1, 2006 and has also served as a director of MP Shanghai since March
2004. Mr. Ashida is an executive operating officer of Otsuka Holdings, and the director of its corporate
development department. He joined Otsuka Pharmaceutical in April 2003 from Mizuho Corporate Bank Ltd.,
where he was a general manager from 2002 to 2003. From 1999 to 2002, Mr. Ashida was a general manager of
the Industrial Bank of Japan (“IBJ”), where he headed the credit department for western Japan. From 1995 to
1999, Mr. Ashida served as vice president responsible for business development at 3iBJ Ltd., a venture capital
firm formed by 3i Group plc and IBJ. From 1989 to 1995, Mr. Ashida was a senior vice president of IBJ
(Canada). He joined IBJ in 1977 in its Tokyo branch. Mr. Ashida received his bachelor’s degree in economics
from the University of Tokyo in 1977.

Mr. Hiroshi Shirafuji ( ), aged 66, is a non-executive Director of our Company. Mr. Shirafuji has
served as a Director since November 1, 2006 and has also served as a director of MP Shanghai since March
2004. Mr. Shirafuji is the chairman of JIMRO Co., Ltd. (“JIMRO”), a subsidiary of Otsuka Pharmaceutical. Prior
to joining JIMRO in June 2003, he was an executive director responsible for pharmaceuticals marketing at
Otsuka Pharmaceutical from 1997 to 1998. Mr. Shirafuji joined Otsuka Pharmaceutical in 1967. Mr. Shirafuji
received his bachelor’s degree in economics from Doshisha University in Kyoto in 1967.

Mr. Xiaolong Liu ( ), aged 53, is a non-executive Director of our Company. Mr. Liu has served as a
Director since July 1, 2009. Mr. Liu has also served as deputy manager of the leading group office (primarily
responsible for the overall development planning and policy making of Shanghai Zhangjiang High and New
Technology Development Zone) of Shanghai Zhangjiang High and New Technology Development Zone, deputy
manager of the management committee of Shanghai Zhangjiang Hi-Tech Park, and deputy president of Shanghai
Zhangjiang (Group) Co., Ltd. since 2005. From 1994 to 2005, Mr. Liu served as manager of the investment
department, manager of the project department, assistant to general manager, deputy general manager and
general manager of Shanghai Waigaoqiao Free Trade Zone Xin Development Co., Ltd. From 1990 to 1994,
Mr. Liu was manager of the operating department of Shanghai Waigaoqiao Free Trade Zone United
Development Co., Ltd. Mr. Liu received his bachelor’s degree in electrical automation from Shanghai Jiao Tong
University in 1983 and his master’s degree in business administration from European University of Ireland in
2001.

Independent non-executive Directors

Mr. Zezhao Hua ( ), aged 71, was appointed as our independent non-executive Director on
March 9, 2010. Mr. Hua is a noted scholar in the biotechnology and medical device fields, and has been a
professor, lecturer and visiting scholar at various universities in China and the United States for more than 30
years. Mr. Hua has served as first chair professor and professor of the Medical Device College of the University
of Shanghai for Science and Technology since 1996. From 1990 to 1996, Mr. Hua was dean of the Power

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DIRECTORS AND SENIOR MANAGEMENT

Engineering College of the East China University of Technology. Mr. Hua was guest professor of the
Department of Biological Sciences of the State University of New York at Binghamton from 1990 to 1991.
Mr. Hua has published numerous articles and received various awards in the biotechnology and medical device
fields. Mr. Hua also holds 10 patents in China. Mr. Hua received his bachelor’s degree in thermal engineering
and master’s degree in engineering thermophysics from Tsinghua University in 1962 and 1965, respectively.
Mr. Hua was a visiting scholar at the Massachusetts Institute of Technology from 1980 to 1983.

Mr. Jonathan H. Chou ( ), aged 46, was appointed as our independent non-executive Director on
September 3, 2010. Mr. Chou has over 15 years of finance experience in the United States and Asia. Mr. Chou
has served as chief financial officer of American Dairy Inc., a company listed on the New York Stock Exchange
(NYSE: ADY), since April 2008. From February 2006 to June 2007, Mr. Chou served as the Asia Pacific
corporate chief financial officer and vice president of mergers & acquisitions for Honeywell International. From
September 2003 to June 2006, Mr. Chou served as the Asia regional chief financial officer of Tyco Fire &
Security, a division of Tyco International. From May 2000 to September 2003, Mr. Chou served as the Asia
Pacific chief financial officer of Lucent Technologies, where he oversaw regional Sarbanes-Oxley compliance
and restructuring efforts during the downturn of the telecommunications sector. Mr. Chou received a bachelor of
arts degree from the State University of New York at Buffalo in 1988 and a master’s degree in business
administration from Fuqua School of Business at Duke University in 1999.

Dr. Guoen Liu ( ), aged 52, was appointed as our independent non-executive director on
September 3, 2010. Dr. Liu is a noted scholar in the fields of health and development economics, health reform
and pharmaceutical economics. Dr. Liu has served as professor of economics at Guanghua School of
Management of Peking University, executive director of the Guanghua School of Management Health
Economics and Management Institute of Peking University, and director of the China Center for Pharmaceutical
Economics and Outcomes Research of Peking University since 2006. From 2000 to 2006, Dr. Liu was tenured
associate professor of University of North Carolina at Chapel Hill. From 1994 to 2000, Dr. Liu was assistant
professor of University of South Carolina. Dr. Liu also serves as editor or a member of the editorial board in
various periodic in the field of pharmaceutical economics. Dr. Liu received his bachelor’s degree in mathematics
from Southwestern University for Nationalities in 1981, his master’s degree in statistics from Southwestern
University of Finance and Economics in 1985, his Ph.D. in economics from the City University of New York in
1991, and post-doctoral training in health economics from Harvard University in 1994.

Composition of Directors during the Track Record Period

As of January 1, 2007, our Board consisted of four Directors, namely Dr. Zhaohua Chang, Mr. Norihiro
Ashida, Mr. Hiroshi Shirafuji and Mr. Fang Yao. In connection with an earlier planned listing of our Shares in
the United States which was suspended while we conducted investigations regarding certain anonymous
complaint letters, the first of which was received in May 2007, as set forth in “Business — Legal proceedings
and compliance — Anonymous complaint letters” in this prospectus, and later aborted as decided by our
Company (which was not due to any regulatory obstacle in the United States), Mr. Terry McCarthy and Mr. Shui
Ming Chung became our Directors in March 2007 and July 2007, respectively, and they ceased to be our
Directors in April 2007 and January 2008, respectively. In July 2009, as a result of the acquisition of the entire
outstanding share capital of SIIC MedTech by Shanghai ZJ in June 2009, Mr. Fang Yao ceased to be our Director
and Mr. Xiaolong Liu was appointed as our Director. In connection with the Global Offering, Mr. Zezhao Hua,
Mr. Jonathan H. Chou and Dr. Guoen Liu were appointed as our Directors in March 2010, September 2010 and
September 2010, respectively. In July 2010, Ms. Yan Zhang, Mr. Hongbin Sun and Mr. Qiyi Luo were appointed
as our Directors. Accordingly, our Board currently consists of ten Directors, namely Dr. Zhaohua Chang,
Ms. Yan Zhang, Mr. Hongbin Sun, Mr. Qiyi Luo, Mr. Norihiro Ashida, Mr. Hiroshi Shirafuji, Mr. Xiaolong Liu,
Mr. Zezhao Hua, Mr. Jonathan H. Chou and Dr. Guoen Liu.

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SENIOR MANAGEMENT

The following table sets forth certain information in respect of our senior management. For Directors who
also hold executive positions, please refer to “— Directors” above for more information.

Name Age Position


Ms. Yan Zhang ( ) ......................... 40 Executive Director, president and compliance
officer
Mr. Hongbin Sun ( )...................... 34 Executive Director and chief financial officer
Mr. Qiyi Luo ( ) ......................... 47 Executive Director and chief technology officer
Mr. Philip Li Wang ( ) ...................... 41 Chief operating officer
Mr. Yufei Hu ( ) ......................... 40 Vice president of finance
Mr. Kongrong Karl Pan ( )................. 51 Vice president of manufacturing and operation
Ms. Yee Har Susan Lo ( ) ................. 51 Joint company secretary
Ms. Man Yee Chu ( ) ..................... 38 Joint company secretary

Mr. Philip Li Wang ( ), aged 41, is our chief operating officer and was our chief marketing officer
until July 2010. Mr. Wang has over 13 years of experience in the medical device industry. Mr. Wang joined us in
2002. Prior to joining us, Mr. Wang was a business development manager at Medtronic, Inc. in Hong Kong from
1998 to 2000. From 1996 to 1998, Mr. Wang was product manager and China country manager for Guidant
Corporation. Mr. Wang received his master’s degree in business administration from the University of California
at Davis in the United States in 1996.

Mr. Yufei Hu ( ), aged 40, is our vice president of finance. Mr. Hu has over ten years of investment
and finance experience. Prior to joining us in 2008, Mr. Hu was the chief financial officer and senior vice
president of Cgen Media from 2005 to 2008. From 2003 to 2005, he served as supervisor of the strategic
investment department at Shanghai Industrial Holdings Limited and as deputy supervisor of the investment
department and senior manager at SIIC Management (Shanghai) Ltd. Mr. Hu was a partner of Shanghai Synergy
Venture Capital Management Co., Ltd. from 2000 to 2003. From 1997 to 2000, Mr. Hu served as investment
manager and assistant manager of the investment banking department at S.I. Capital Co., Ltd. Mr. Hu received
his bachelor’s degree in science from Heilongjiang University in China in 1991 and his master’s degree in
business administration from Fudan University in China in 1997.

Mr. Kongrong Karl Pan ( ), aged 51, is our vice president of manufacturing and operation. Mr. Pan
has over 18 years of experience in manufacturing and supply chain management in the medical device industry.
Prior to joining us in 2009, Mr. Pan served as senior principal engineer and engineering manager at St. Jude
Medical Inc. in the United States from 1997 to 2009. From 1992 to 1996, Mr. Pan was senior research and
development engineer at Jostens Inc. in the United States. Mr. Pan holds one patent in the United States. Mr. Pan
received his bachelor of science degree in aerospace engineering from Beijing University of Aeronautics and
Astronautics in China in 1982 and his master of science degrees in mechanical engineering from Shanghai
Polytechnic University in China and University of Minnesota in the United States in 1986 and 1992, respectively.
Mr. Pan also obtained his master’s degree in business administration from the University of Minnesota in the
United States in 2002.

Composition of Senior Management during the Track Record Period

As of January 1, 2007, our senior management consisted of six members, namely Mr. William F.
McKeon (then president), Mr. William Weili Dai (then chief financial officer), Mr. Philip Li Wang (chief
marketing officer), Mr. Qiyi Luo (chief technology officer), Mr. Jianyan Sun (then vice president of
manufacturing and operation) and Ms. Yan Zhang (senior vice president of corporate affairs and general

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counsel). Mr. William F. McKeon, Mr. William Weili Dai and Mr. Jianyan Sun resigned from their respective
positions in March 2008, September 2008 and July 2009, respectively. After Mr. William F. McKeon’s
resignation (our Directors are not aware of any matter in association with his resignation that is material for
investors to make an informed assessment of our Company), Dr. Zhaohua Chang assumed the responsibility of
our chief executive officer (with substantially similar responsibility as the president) from April 2008 to July
2010. Mr. Yufei Hu and Mr. Kongrong Karl Pan were appointed as our vice president of finance and vice
president of manufacturing and operation in September 2008 and October 2009, respectively. In July 2010,
Ms. Yan Zhang, Mr. Hongbin Sun and Mr. Philip Li Wang were appointed as our president, chief financial
officer and chief operating officer, respectively. Accordingly, our senior management currently consists of six
members, namely Ms. Yan Zhang (president), Mr. Hongbin Sun (chief financial officer), Mr. Qiyi Luo (chief
technology officer), Mr. Philip Li Wang (chief operating officer), Mr. Yufei Hu (vice president of finance) and
Mr. Kongrong Karl Pan (vice president of manufacturing and operation).

JOINT COMPANY SECRETARIES

Ms. Yee Har Susan Lo ( ), aged 51, is our joint company secretary. Ms. Lo is a director of
corporate services division and the head of professional development and training of Tricor Services Limited.
Ms. Lo is a fellow member of both The Institute of Chartered Secretaries and Administrators and The Hong
Kong Institute of Chartered Secretaries. Ms. Lo has over 25 years of experience in the company secretarial area.
She is currently the named company secretary of four Hong Kong Stock Exchange listed companies, including
Shanghai Forte Land Co., Ltd. (2337.HK), Dongfeng Motor Group Company Limited (489.HK), China National
Building Material Company Limited (3323.HK), and NVC Lighting Holding Limited (2222.HK).

Ms. Man Yee Chu ( ), aged 38, is our joint company secretary. Ms. Chu is a senior manager of the
corporate services division of Tricor Services Limited. Ms. Chu is an associate member of both The Institute of
Chartered Secretaries and Administrators and The Hong Kong Institute of Company Secretaries. Ms. Chu has
approximately 15 years of experience in the company secretarial area. Ms. Chu currently does not act as the
company secretary of any other Hong Kong Stock Exchange listed company.

With their experience in the company secretarial area and the support of the professional staff of Tricor
Services Limited, and due to the fact that other Hong Kong Stock Exchange listed companies to which Ms. Lo
provides company secretarial services are also served by other professionals, Ms. Lo and Ms. Chu believe that
they could allocate sufficient time to provide company secretarial service to our Company and such service will
not be affected in light of their current employments and appointments.

BOARD COMMITTEES

Audit committee

We have established an audit committee with written terms of reference in compliance with Rule 3.21 of
the Listing Rules and paragraph C3 of the Code on Corporate Governance Practices, as set out in Appendix 14 to
the Listing Rules. Our audit committee consists of Mr. Jonathan H. Chou (chairman), Mr. Norihiro Ashida and
Mr. Zezhao Hua. The primary duties of our audit committee are to assist our Board in providing an independent
review of the effectiveness of our financial reporting process, internal control and risk management system,
oversee the audit process and perform other duties and responsibilities assigned by our Board.

Remuneration committee

We have established a remuneration committee with written terms of reference in compliance with
paragraph B1 of the Code on Corporate Governance Practices, as set out in Appendix 14 to the Listing Rules.
Our remuneration committee consists of Dr. Zhaohua Chang (chairman), Mr. Jonathan H. Chou and Dr. Guoen

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Liu. The primary duties of our remuneration committee are to evaluate the performance and make
recommendations on the remuneration package of our Directors and senior management and evaluate and make
recommendations on employee benefit arrangements.

Nomination committee

We have established a nomination committee with written terms of reference as recommended under the
Code on Corporate Governance Practices, as set out in Appendix 14 to the Listing Rules. Our nomination
committee consists of Mr. Xiaolong Liu (chairman), Dr. Guoen Liu and Mr. Zezhao Hua. The primary function
of our nomination committee is to make recommendations to our Board on the appointment and removal of
Directors of our Company.

SHARE OPTION SCHEMES

We have adopted the Pre-IPO Share Option Schemes and conditionally adopted the Share Option
Scheme. For details of the Pre-IPO Share Option Schemes, please refer to “Statutory and General Information —
Pre-IPO Share Option Schemes” in Appendix VI to this prospectus. For details of the Share Option Scheme,
please refer to “Statutory and General Information — Share Option Scheme” in Appendix VI to this prospectus.

COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT

The remuneration in the form of salaries, allowances and benefits-in-kind our Directors have received for
the years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010 was
RMB658,000, RMB559,000, RMB656,000 and RMB166,000, respectively.

The aggregate amount of salaries and other benefits, discretionary bonuses, retirement scheme
contributions and share-based compensation to our five highest paid individuals of our Company, none of which
is our Director, during each of the years ended December 31, 2007, 2008 and 2009 and the three months ended
March 31, 2010 was RMB25.1 million, RMB12.3 million, RMB10.3 million and RMB6.1 million, respectively.

Save as disclosed above, no other payments have been paid or are payable, in respect of the years ended
December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010, by us or any of our subsidiaries
to our Directors. Under the arrangements currently in force, the aggregate amount of Directors’ fees and other
emoluments payable to our Directors for the year ending December 31, 2010 is estimated to be approximately
RMB0.7 million, excluding any discretionary bonuses.

DIRECTORS’ INTERESTS

Save as disclosed in this prospectus, each of our Directors (i) did not hold other positions in our Company
or other members of our Group as of the Latest Practicable Date; (ii) had no other relationship with any
Directors, senior management or substantial or Controlling Shareholder of our Company as of the Latest
Practicable Date; and (iii) did not hold any other directorships in listed public companies in the three years prior
to the Latest Practicable Date. As of the Latest Practicable Date, save as disclosed in “Substantial Shareholders”
in this prospectus and “Statutory and General Information — Further information about our directors,
management, staff and experts” in Appendix VI to this prospectus, each of our Directors did not have any interest
in the Shares within the meaning of Part XV of the SFO.

Save as disclosed herein, to the best of the knowledge, information and belief of our Directors having
made all reasonable enquiries, there was no other matter with respect to the appointment of our Directors that
needs to be brought to the attention of our Shareholders and there was no information relating to our Directors

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DIRECTORS AND SENIOR MANAGEMENT

that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules as of the Latest
Practicable Date.

Each of our executive and non-executive Directors also confirm that none of them is interested in any
business apart from our Group’s business which would compete directly or indirectly with our Group’s business.

NON-COMPETITION UNDERTAKING

Dr. Zhaohua Chang (our founder and Director and chairman of our Company), Shanghai We’Tron and
We’Tron Capital (collectively, the “Non-compete Covenantors”) have entered into a non-competition
undertaking dated September 1, 2010 in favor of our Company, pursuant to which the Non-compete Covenantors
have undertaken to our Company that they will not, and will procure that their respective associates (except any
members of our Group) will not, during the Restricted Period (as defined below), directly or indirectly, either on
their own account or in conjunction with or on behalf of any person, firm or company, carry on, participate or be
interested or engaged in or acquire or hold (in each case whether as a shareholder, partner, agent or otherwise)
any business which is or may be in competition with our core business, being the design, development,
producing, marketing and selling of a variety of medical devices which include (i) cardiovascular devices,
including drug-eluting cobalt-chromium stent, drug-eluting stent, bare-metal stent, bare-metal cobalt-chromium
stent, PTCA balloon dilatation catheter, PTCA balloon dilatation catheter with kissing balloon, PTCA balloon
dilatation catheter with high pressure balloon, angiographic catheter and single-use accessory devices for use
with intravascular catheter; (ii) other vascular devices, including operational stent graft, biliary stent, intracranial
stent, distal protective device, balloon catheter, thoracic aortic aneurysm stent graft and aortic aneurysm stent
graft; and (iii) diabetes device such as insulin pumps (the “Restricted Business”).

Such non-competition undertaking does not apply to the Non-compete Covenantors:

(a) having any interests in the shares of any member of our Group or carrying out any business on
behalf of any member of our Group; or

(b) having interests directly or indirectly in the shares of a company whose shares are listed on a
recognized stock exchange and such company does not engage in the Restricted Business; and

(c) having any interests in the shares of any company other than any member of our Group, provided
that:

(i) any business mentioned above conducted or engaged in by such company (and assets relating
thereto) accounts for less than 10% of that company’s consolidated sales or consolidated assets, as
shown in that company’s latest audited accounts; and

(ii) the total number of the shares held by any of the Non-compete Covenantors and/or their respective
associates in aggregate does not exceed 10% of the issued shares of that class of the company in
question and the Non-compete Covenantors and/or their respective associates are not entitled to
appoint a majority of the directors of that company.

The “Restricted Period” stated in the non-competition undertaking refers to the period during which
(i) the Shares of our Company remain listed on the Hong Kong Stock Exchange; and (ii) the Non-compete
Covenantors and/or their respective associates (other than members of the Group), individually or jointly, are
entitled to exercise or control the exercise of not less than 10% of the voting power at general meetings of our
Company, or the Non-compete Covenantors and/or their respective associates remain as a director of any
member of our Group.

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The Non-compete Covenantors have further undertaken to procure that, during the Restricted Period, any
commercial opportunity identical or similar to the Restricted Business (the “New Opportunity”) identified by or
offered to the Non-compete Covenantors and/or any of their respective associates (other than members of the
Group) (the “Offeror”) is first referred to our Group in the following manner:

(a) The Non-compete Covenantors are required to, and shall procure their respective associates (other
than members of the Group) to, refer, or to procure the referral of, the New Opportunity to us, and
shall give written notice to us of any New Opportunity containing all information reasonably
necessary for us to consider whether (i) such New Opportunity would constitute competition with
Restricted Business, and (ii) it is in the interest of our Group to pursue such New Opportunity,
including but not limited to the nature of the New Opportunity and the details of the investment or
acquisition costs) (the “Offer Notice”).

(b) The Offeror will be entitled to pursue the New Opportunity only if (i) a committee of our Board,
which consists exclusively of independent non-executive directors who do not have a material
interest in the matter discusses and decides to decline the New Opportunity and sends a written
notice to the Offeror, or (ii) the Offeror has not received such notice from us within 10 business days
from our receipt of the Offer Notice. If there is a material change in the terms and conditions of the
New Opportunity pursued by the Offeror, the Offeror will refer the New Opportunity as so revised to
us in the manner as set out above.

Right of first refusal

Under such non-competition undertaking, in the event that, during the Restricted Period, the Non-
compete Covenantors or any of their respective associates (except any members of our Group) intend to dispose
of any of the business acquired pursuant to any New Opportunity, or any interest therein, the seller shall first
offer to our Company the right to acquire such business or interest (the “Right of First Refusal Notice”) and none
of the Non-compete Covenantors and their respective associates (except any members of our Group) may
proceed with such disposal to any third party, unless the terms of disposal are not more favorable than those
offered to our Company, following the written rejection of such offer by our Company or the seller has not
received our notice which indicates the exercise of the right of first refusal within 10 business days after we
receive the Right of First Refusal Notice.

Option to acquire other businesses

The Non-compete Covenantors have granted us, pursuant to the non-competition undertaking, an option
to acquire any business to be acquired pursuant to any New Opportunity, or any interest therein (“Option to
Acquire”), on and in accordance with commercial terms which shall have been opined upon by a committee of
our Board consisting exclusively of independent non-executive Directors, after taking into account advice from
independent experts, to be normal commercial terms, in the ordinary course of business of our Company, fair and
reasonable and in the interests of our Company as a whole.

The Non-compete Covenantors, for themselves and on behalf of their respective associates (except any
member of our Group), have also acknowledged that we may be required by the relevant laws, regulations, rules
of the stock exchange(s) on which we may be listed and the regulatory bodies to disclose, from time to time,
information on the New Opportunity, including but not limited to disclosure in public announcements, annual
reports or to such disclosure to the extent necessary to comply with any such requirement.

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DIRECTORS AND SENIOR MANAGEMENT

COMPLIANCE ADVISER

Our Company has appointed TC Capital Asia Limited as our compliance adviser pursuant to Rule 3A.19
of the Listing Rules. Pursuant to Rule 3A.23 of the Listing Rules, the compliance adviser will advise our
Company on the following matters.

Š the publication of any regulatory announcement, circular or financial report;

Š where a transaction, which might be a notifiable or connected transaction, is contemplated, including


share issues and share repurchases;

Š where our Company proposes to use the proceeds of the Global Offering in a manner different from
that detailed in this prospectus or where our business activities, developments or results deviate from
any forecast, estimate, or other information in this prospectus; and

Š where the Hong Kong Stock Exchange makes an inquiry of our Company regarding unusual
movements in the price or trading volume of our Shares.

The term of the appointment will commence on the Listing Date and end on the date on which our
Company distributes our annual report in respect of our financial results for the first full financial year
commencing after the Listing Date and this appointment may be subject to extension by mutual agreement.

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SUBSTANTIAL SHAREHOLDERS

SUBSTANTIAL SHAREHOLDERS

So far as our Directors are aware, and taking no account of any Shares which may be taken up under the
Global Offering and assuming no exercise of the Over-allotment Option and any options granted and/or to be
granted under the Share Option Schemes, the following persons will, immediately following the completion of
the Global Offering, have interests or short positions in our Shares or underlying Shares which would fall to be
disclosed to us under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who are, directly or
indirectly, interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all
circumstances at general meetings of any other member of our Group.

Shares owned immediately Shares owned immediately


Nature of prior to the Global Offering after the
Name of Shareholder interest but after Share sub-division Global Offering
Number Percentage Number Percentage
(%) (%)
Otsuka Pharmaceutical(1) . . . . . . . . . . . . . . . . Legal owner 468,994,120 40.7 468,994,120 33.4
We’Tron Capital(2) . . . . . . . . . . . . . . . . . . . . Legal owner 217,110,000 18.9 217,110,000 15.5
Shanghai Zhangjiang Holdings(3) . . . . . . . . . Legal owner 215,883,620 18.8 215,883,620 15.4
Shanghai Zhangjiang Investment(3) . . . . . . . . Legal owner 53,398,570 4.6 53,398,570 3.8
Shanghai Zhangjiang Industry(3) . . . . . . . . . . Legal owner 9,423,280 0.8 9,423,280 0.7
Shanghai ZJ . . . . . . . . . . . . . . . . . . . . . . . . . . Legal owner 7,042,580 0.6 7,042,580 0.5
Notes:

(1) Otsuka Holdings holds the entire issued share capital of Otsuka Pharmaceutical and therefore, is deemed to be interested in the number
of Shares held by Otsuka Pharmaceutical.

(2) Dr. Zhaohua Chang, our founder, Director and chairman, owns 49% equity interest in Shanghai We’Tron Capital Corp. which in turn
owns 94.19% equity interest in We’Tron Capital. To the best knowledge of our Directors and save as disclosed above, the remaining
equity interests of We’Tron Capital and Shanghai We’Tron Capital Corp. are owned by independent third parties to our Company, none
of which holds 33% or more in Shanghai We’Tron Capital Corp. Dr. Zhaohua Chang is therefore deemed to be interested in the number
of Shares held by We’Tron Capital.

(3) Each of Shanghai Zhangjiang Industry, Shanghai Zhangjiang Investment and Shanghai Zhangjiang Holdings is a wholly-owned
subsidiary of Shanghai ZJ. Each of Shanghai ZJ Holdings Limited and Shanghai Zhangjiang Science and Technology Investment (Hong
Kong) Company Limited owns 50% of Shanghai ZJ. Shanghai (Z.J.) Holdings Limited and Shanghai Zhangjiang Science and
Technology Investment (Hong Kong) Company Limited are wholly-owned subsidiaries of Shanghai Zhangjiang Haocheng Venture
Capital Co., Ltd and Shanghai Zhangjiang Science and Technology Investment Co., respectively. Shanghai Zhangjiang Haocheng
Venture Capital Co., Ltd is in turn a wholly-owned subsidiary of Shanghai Zhangjiang Hi-Tech Park Development Co., Ltd which is
53.58% owned by Shanghai Zhangjiang (Group) Co., Ltd. Shanghai Zhangjiang Science and Technology Investment Co. is a wholly-
owned subsidiary of Shanghai Zhangjiang (Group) Co., Ltd. Shanghai Zhangjiang (Group) Co., Ltd. is wholly-owned by the State-owned
Assets Supervision and Administration Commission of the Shanghai Pudong New Area People’s Government. As such, each of ZJ
Holdings Limited, Shanghai Zhangjiang Science and Technology Investment (Hong Kong) Company Limited, Shanghai Zhangjiang
Haocheng Venture Capital Co., Ltd, Shanghai Zhangjiang Hi-Tech Park Development Co., Ltd and Shanghai Zhangjiang (Group) Co.,
Ltd is deemed to be interested in the number of Shares held by Shanghai Zhangjiang Industry, Shanghai Zhangjiang Investment,
Shanghai ZJ and Shanghai Zhangjiang Holdings. Shanghai ZJ is deemed to be interested in the number of Shares held by Shanghai
Zhangjiang Industry, Shanghai Zhangjiang Investment and Shanghai Zhangjiang Holdings.

Save as disclosed above, our Directors are not aware of any person who will, immediately following
completion of the Global Offering (without taking into account any Shares which may be issued pursuant to the
exercise of the Over-allotment Option and any options which may be exercised pursuant to the Share Option
Schemes) have interests or short positions in the Shares which would fall to be disclosed to us under the
provisions of Division 2 and 3 of Part XV of the SFO, or are directly and/or indirectly interested in 5% or more
of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings
of our Company.

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SHARE CAPITAL

AUTHORIZED AND ISSUED SHARE CAPITAL

The following is a description of the authorized and issued share capital of our Company as of the date of
this prospectus and immediately after completion of the Global Offering.

As of the Latest Practicable Date

US$
Authorized share capital:
500,000,000 shares of US$0.0001 each divided into 498,770,183 ordinary shares of US$0.0001 each
and 1,229,817 preference shares of US$0.0001 each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000.0
Issued share capital:
113,907,417 Shares of US$0.0001 each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,390.7
1,229,817 Preference Shares of US$0.0001 each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123.0

Immediately after completion of the Global Offering

US$
Authorized share capital:
5,000,000,000 shares of US$0.00001 each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000.0
Existing issued share capital:
1,151,372,340 Shares of US$0.00001 each (subsequent to share split and the conversion of the
Preference Shares) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,513.7
Issue of new Shares as part of the Global Offering
252,740,000 Shares of US$0.00001 each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,527.4
Total issued Shares upon completion of the Global Offering
1,404,112,340 Shares of US$0.00001 each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,041.1

ASSUMPTIONS

The tables above assume the Global Offering becomes unconditional and is completed in accordance with
the relevant terms and conditions. It takes no account of (a) any of the new Shares which may be issued upon the
exercise of the Over-allotment Option; (b) any Shares which may be issued upon exercise of options which may
be granted under our Pre-IPO Share Option Schemes and/or Share Option Scheme; (c) any Shares which may be
issued under the general mandate given to our Directors for the issue and allotment of Shares; or (d) any Shares
which may be repurchased by us pursuant to the general mandate given to our Directors for the repurchase of
Shares.

RANKING

The Shares are ordinary shares in the share capital of our Company and rank equally with all Shares
currently in issue or to be issued, in particular, will rank in full for all dividends or other distributions declared,
made or paid on the Shares in respect of a record date which falls after the date of this prospectus.

GENERAL MANDATE TO ISSUE SHARES

Subject to the conditions stated in “Structure of the Global Offering — Conditions of the Hong Kong
Public Offering” in this prospectus, our Directors have been granted a general unconditional mandate to allot,
issue and deal with Shares (otherwise than pursuant to, or in consequence of, the Global Offering, a rights issue
or the exercise of any subscription rights under the Pre-IPO Share Option Schemes and/or the Share Option

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SHARE CAPITAL

Scheme or any scrip dividend scheme or similar arrangements, or any adjustment of rights to subscribe for
Shares under options and warrants or a special authority granted by our Shareholders) with an aggregate nominal
value of not more than the sum of:

(a) 20% of the aggregate nominal value of the share capital of our Company in issue immediately
following completion of the Global Offering before any exercise of the Over-allotment Option; and

(b) the aggregate nominal value of the share capital of our Company repurchased by our Company (if
any) under the general mandate to repurchase Shares referred to below.

This general mandate to issue Shares will remain in effect until the earliest of:

(a) the conclusion of our Company’s next annual general meeting;

(b) the expiration of the period within which our Company’s next annual general meeting is required to
be held by any applicable law or our Articles of Association to be held; or

(c) it is varied or revoked by an ordinary resolution of our Shareholders in general meeting.

For further details of this general mandate to issue Shares, please refer to “Statutory and General
Information — Resolutions of our Shareholders” in Appendix VI to this prospectus.

GENERAL MANDATE TO REPURCHASE SHARES

Subject to the conditions stated in “Structure of the Global Offering — Conditions of the Hong Kong
Public Offering” in this prospectus, our Directors have been granted a general unconditional mandate to exercise
all our powers to repurchase Shares (Shares which may be listed on the Hong Kong Stock Exchange or on any
other stock exchange and Shares which are recognized by the SFC and the Hong Kong Stock Exchange for this
purpose) with a total nominal value of not more than 10% of the aggregate nominal value of our Company’s
share capital in issue immediately following completion of the Global Offering before any exercise of the Over-
allotment Option.

This mandate only relates to repurchases made on the Hong Kong Stock Exchange, or on any other stock
exchange on which the Shares are listed (and which is recognized by the SFC and the Hong Kong Stock
Exchange for this purpose), and made in accordance with all applicable laws and the requirements of the Listing
Rules. A summary of the relevant Listing Rules is set out in “Statutory and General Information — Repurchase
of our own securities” in Appendix VI to this prospectus.

The general mandate to repurchase Shares will remain in effect until the earliest of:

(a) the conclusion of our Company’s next annual general meeting;

(b) the expiration of the period within which our Company’s next annual general meeting is required by
any applicable law or our Articles of Association to be held; or

(c) it is varied or revoked by an ordinary resolution of our Company’s Shareholders in general meeting.

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FINANCIAL INFORMATION

You should read the following discussion and analysis together with our consolidated financial
statements and the notes thereto as of December 31, 2007, 2008 and 2009 and March 31, 2010 and for the
years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010, included in the
Accountants’ Report set out in Appendix I to this prospectus. The consolidated financial statements have been
prepared in accordance with HKFRS. The following discussion and analysis contains certain forward-looking
statements that reflect our current views with respect to future events and financial performance that involve
risks and uncertainties. Our future results could differ materially from those discussed in such forward-
looking statements as a result of various factors, including those set forth under “Risk Factors” and
elsewhere in this prospectus.

OVERVIEW

We are a leading developer, manufacturer and marketer of medical devices in China in terms of the
number of stents implanted, focusing primarily on minimally invasive interventional products for the treatment
of vascular diseases and disorders. According to a report prepared by Frost & Sullivan in June 2010, we had the
leading market share, in terms of the number of stents implanted, of approximately 26.6%, 28.7% and 28.9% of
all coronary stents implanted in China in 2007, 2008 and 2009, respectively. As of the Latest Practicable Date,
we offered 18 products including cardiovascular and other vascular devices, as well as an EP and a diabetes
device. Our principal product is Firebird 2, our second generation drug-eluting cobalt-chromium stent, which is
thinner, stronger and more flexible than its predecessor, Firebird, which is made of stainless steel, and as a result
Firebird 2 provides higher efficacy. Both Firebird 2 and its predecessor, Firebird, have been the leading drug-
eluting stents in China in terms of the number of stents implanted in 2007, 2008 and 2009. We are also
developing a range of EP and orthopedic devices and other medical devices.

We use a combination of our own sales and marketing teams and a network of independent distributors to
market and sell our products in China. Our highly trained sales and marketing teams, totaling 132 employees as
of March 31, 2010, market our medical devices directly to hospitals through regular visits to interventional
cardiologists, radiologists, vascular surgeons and other medical professionals, sponsorship of conferences,
seminars and physician education programs, and other activities including regular training for newer products.
We also had 125 independent distributors as of March 31, 2010 which, together with our own sales and
marketing teams, provide us with nationwide coverage of the China market. Nevertheless, we sold a minimal
amount of TAA/AAA stent grafts directly to hospitals in 2007 which accounted for 0.2% of our revenue for that
year. In addition, we export our products outside of China through our network of over 20 overseas distributors
to more than 20 countries in the Asia Pacific region (excluding China), South America and Europe. International
sales accounted for 10.2%, 10.7%, 10.6% and 7.0% of our revenue for the years ended December 31, 2007, 2008
and 2009 and the three months ended March 31, 2010, respectively.

For the years ended December 31, 2007, 2008 and 2009, we had revenue of RMB421.3 million,
RMB485.2 million and RMB560.7 million, respectively, representing an increase of 15.2% from 2007 to 2008
and an increase of 15.6% from 2008 to 2009. For the three months ended March 31, 2009 and 2010, we had
revenue of RMB137.6 million and RMB176.7 million, respectively, representing an increase of 28.5%.

FACTORS AFFECTING OUR RESULTS OF OPERATION

The major factors affecting our financial condition and results of operation include:

Government price controls

In China, the government maintains a high level of involvement in the determination of retail prices of
medical devices, and public hospitals and healthcare institutions are required to purchase high value medical
supplies, including our vascular products, at prices established through a periodic tender process. Since we

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FINANCIAL INFORMATION

commercially launched our first drug-eluting stent, Firebird, in 2004, the tender process has occurred at irregular
intervals, and at each tender, the retail prices of all tendered products, including our products, have been reduced.
We negotiate with our distributors to share such reductions when they occur, typically targeting to reduce the
price paid by the distributor by approximately half of the amount of the decline in the retail price.

The method for conducting the tender process in China has changed frequently in the last several years
and will change again in the tenders scheduled to be completed by October 2010. Moreover, in November 2009,
NDRC, MOH and MOHRSS jointly issued a Notice of Opinion on Reform of Pricing System of Pharmaceuticals
and Medical Services, pursuant to which NDRC will strengthen its intervention in the pricing of medical devices
(including high value medical devices), limit the profit margins of the participants in the supply chain for medical
devices and periodically announce market price information of medical devices. Accordingly, NDRC may
determine that our or our distributors’ profit margins of some or all of our products are too high and therefore
lower the retail prices of our products. See “Regulations — Pricing and tender process” and “Risk Factors —
Risks related to our industry — As part of its regulation of the medical industry, the PRC government has
imposed reductions in the retail prices of our products periodically in the past and is expected to continue to do
so. Ongoing decreases in the retail prices of our products or limitations on the profit margins we earn could
materially and adversely affect our business, financial condition and results of operation.” in this prospectus.

In the tenders held in 2005, 2006 and 2008, retail prices for Firebird, our principal product in those
periods, decreased by approximately 20.7% from 2005 to 2006 and 6.1% from 2006 to 2008. We cannot predict
the outcome of the tenders to be completed by October 2010, although we anticipate further reductions to the
retail prices of our products. The tendering process remains highly uncertain and subject to change, and if retail
prices or the prices paid by our distributors are subject to reductions, our revenue could decline and our business,
financial condition and results of operation could be materially and adversely affected.

During the Track Record Period, all products which we submitted in connection with the tenders
described above have been included in the tenders and approved for sale.

Competition

We compete in a highly competitive market, which is significantly affected by the introduction of new
products and price reductions by industry participants. With respect to drug-eluting stents, we primarily compete
against international companies such as Johnson & Johnson (through its Cordis subsidiary), Medtronic, Inc. and
Boston Scientific Corporation and domestic medical device manufacturers such as Beijing Lepu Medical Device,
Inc., Shandong JW Medical Systems Limited and Dalian Yinyi Biomaterials Development Co., Ltd. Abbott
Laboratories also recently commercially launched in China its drug-eluting stent, which is a major drug-eluting
stent in the United States and Europe, nevertheless, we expect Abbott Laboratories will compete primarily with
international companies mainly due to the higher retail prices for drug-eluting stents manufactured by
international companies which prices are established through the periodic tender process. We do not expect the
entry of Abbott Laboratories to have a material adverse impact on our business, financial condition or results of
operation for the foreseeable future. In the future, we may also compete against companies which have obtained
approvals from SFDA to manufacture and sell drug-eluting stents in China or companies which have developed
drug-eluting stents but have not entered the vascular device market in China. Other global competitors in the
cardiovascular area include ev3 Inc. and C.R. Bard, Inc. In addition, we face, or will face, competition from
numerous other domestic and international medical device manufacturers with respect to other vascular stents
and devices for the treatment of arrhythmia, diabetes and orthopedic disorders. If we are not be able to compete
effectively against current and future competitors, our business, financial condition and results of operation may
be materially and adversely affected. See “Business — Competition” and “Risk Factors — Risks related to our
industry — Our competitors may have substantially greater resources than we do and may be able to develop
more effective products or offer their products at lower prices than we can, which could materially and adversely
impact our business, financial condition and results of operation.” in this prospectus.

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FINANCIAL INFORMATION

In an effort to maintain and enhance our market share in this highly competitive and changing
environment, we implement special sales policies and discounts, as well as adjust our prices to distributors, from
time to time depending on market conditions. For example, in 2008 we adopted a sales discount policy, primarily
for Firebird, whereby a majority of distributors received one free product for every five products purchased. We
discontinued that sales discount policy in 2009 and commenced offering discounts off of the price of certain of
our products when specified sales volume targets are satisfied by distributors. As a result of the foregoing pricing
adjustments and the 2008 government tender described above, the average price of Firebird and Firebird 2
decreased by 17.6% in 2008 compared to the average selling price of Firebird in 2007, and the average price of
Firebird and Firebird 2 decreased slightly between 2008 and 2009. We may be required to adopt additional sales
incentives and/or lower the prices of our products in future periods to remain competitive in the markets in which
we operate.

Growth of the medical device market in China, in particular for vascular devices

Our financial results have been, and we expect them to continue to be, dependent to a significant extent
on the overall growth in the medical device market in China, in particular for vascular devices. According to the
World Medical Markets Fact Book 2009 published by Espicom Business Intelligence, China’s medical device
market is projected to grow from US$6.2 billion in 2009 to US$10.5 billion in 2014. Factors driving growth for
the industry include increasing consumer wealth, a growing and aging population, changes in people’s lifestyle,
the ongoing healthcare reform in China, the growing number of catheter laboratories and physicians who have
been trained to perform interventional cardiology procedures in China, increasing government focus on
improving the quality of healthcare, improvement of the hospital system and emergence of private healthcare
insurance. We expect that these factors will continue to spur demand for medical devices in China for the
foreseeable future.

Sales, marketing and distribution

Although patients are the end users of our products, purchasing departments of hospitals decide what
products to stock and doctors typically recommend to patients what products to use. Accordingly, maintaining good
relationships with hospitals and doctors is important for sales of our existing and future products. Currently, we sell
all of our products through independent distributors which in turn resell them to hospitals in China. We market our
medical devices directly to hospitals through regular visits to interventional cardiologists, radiologists, vascular
surgeons and other medical professionals by our marketing teams, sponsorship of conferences, seminars and
physician education programs and related activities. In our marketing efforts, we primarily target large and medium
sized hospitals in China, especially Tier III hospitals, which have more resources to perform interventional
procedures than smaller hospitals. At the same time, we have been increasing our marketing efforts to Tier II and
Tier I hospitals, which are usually covered by our distributors who often have better relationships with smaller to
medium sized hospitals. In 2009, over 1,100 hospitals in China purchased our products through distributors, which
comprised mainly Tier III and, to a lesser extent, Tier II hospitals. We plan to expand our marketing teams and
utilize our established relationships with hospitals and doctors to increase demand for our products from hospitals.
Our distributors make sales directly to hospitals and are also responsible for the delivery of products and collection
of payments. Our distributors also conduct their own marketing of our products through their sales forces. This
approach reduces our accounts receivable days because our distributors bear the credit risk of non-payment or late
payment by hospitals, which is common in China.

Future revenue growth will, however, depend on our ability to extend the reach of our marketing
activities to more hospitals and to different geographic areas of China where our sales have historically been
lower, such as in southern and southwestern China. Our gross margins have been negatively impacted by our use
of distributors because our prices to our distributors are lower than what we would charge a hospital if we sold
products to the hospital directly. However, it has improved the collection rate of our outstanding accounts
receivables, reduced the risk of our bad debt expense and increased our market coverage.

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FINANCIAL INFORMATION

Ability to introduce new products and technologies

The medical device market is highly competitive and characterized by short product life-cycles.
Accordingly, our new product development is driven by both our strategy to deepen and broaden our product
portfolio and the need for our products to reflect the latest technical developments in the market. We intend to
continue devoting significant resources to the research and development of new products for the treatment of
cardiovascular and other vascular diseases. We have a wide range of innovative products currently in various
stages of development, including a third generation drug-eluting stent, Firehawk, and other stent products.
Building on our strong portfolio of interventional cardiology and other vascular devices and our technical
expertise in minimally invasive devices, we are expanding into other medical device markets which offer
significant growth opportunities and are currently underserved in China, including devices for the treatment of
arrhythmia, diabetes and orthopedic disorders. We plan to increase our research and development expenses in the
future to develop additional new products. In addition, we may also license third-party technologies, which could
increase our expenses.

Our success in developing and selling our new products is dependent on our ability to:

Š develop and launch new products in the markets we are targeting that are comparable or superior to
other competing products in the market in terms of safety, efficacy, price, ease of use and other
factors deemed important by doctors and patients;

Š obtain regulatory approval; and

Š effectively use our sales and marketing activities and our distribution network to gain market
acceptance for our new products.

Each of these steps is costly and time-consuming. In addition, the sales of our new products could be
adversely affected by negative results from post-launch clinical studies on our products, or by negative
publications about competitive products. See “Risk Factors — Risks related to our Company — Our future
growth is dependent upon our ability to develop new products, which requires significant research and
development efforts, clinical trials and regulatory approvals, and our investment in new products may not result
in any commercially viable products.” in this prospectus.

Taxes and incentives

On March 16, 2007, NPC passed the CIT Law. The CIT Law which became effective on January 1, 2008
replaced the previous two separate tax legal regimes for FIEs and Chinese domestic companies and imposes a
single uniform income tax rate of 25% for all enterprises, including FIEs, unless they qualify under certain
exceptions. Although the CIT Law revokes many of the previous tax exemptions, reductions and preferential
treatments which were applicable to FIEs, it contemplates various transition periods and measures for previous
preferential tax policies enjoyed by the FIEs. FIEs which were established before the promulgation of the CIT
Law and were previously entitled to a lower income tax rate will be entitled to a grace period of five years, and
enterprises which were entitled to the fixed-term preferential tax exemption or reduction will continue to enjoy
such preferential treatment until the expiration of the specified terms, except that the relevant exemption or
reduction shall start from January 2008 if the first profit-making year for commencing the relevant exemption or
reduction is later than 2008.

Our principal operating subsidiary, MP Shanghai, was exempt from enterprise income tax until 2005, and
its enterprise income tax rate for 2006, 2007, 2008, 2009 and 2010 was 7.5%, 7.5%, 9%, 15% and 15%,
respectively. See “Regulations — Tax” in this prospectus. We cannot assure you that MP Shanghai will continue
to be subject to a preferential tax rate, and, accordingly, MP Shanghai may be subject to the regular income tax

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FINANCIAL INFORMATION

rate of 25%, which would materially and adversely affect our business, financial condition and results of
operation. See “Risk Factors — Risks related to doing business in China — Any change in the preferential tax
treatment we currently enjoy in the PRC may have a material adverse impact on our business, financial condition
and results of operation.” in this prospectus.

CRITICAL ACCOUNTING POLICIES

The preparation of our consolidated financial statements and related notes requires us to make judgments,
estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses, and
related disclosure of contingent assets and liabilities. We have based our estimates on historical experience and
on various other assumptions that we believe to be reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent
from other sources. Our management has discussed the development, selection and disclosure of these estimates
with our Directors. Actual results may differ from these estimates under different assumptions or conditions.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on


assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates
that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur
periodically, could materially impact the consolidated financial statements. We believe that the following critical
accounting policies are the most sensitive and are those that require the more significant estimates and
assumptions used in the preparation of our consolidated financial statements. We also have other policies that we
consider to be significant accounting policies, which are set forth in “Accountants’ Report — Note 2” in
Appendix I to this prospectus.

Net realizable value of inventories

Net realizable value of inventories is the estimated selling price in the ordinary course of business, less
estimated costs of completion and distribution expenses. These estimates are based on the current market
condition and historical experience of selling products of similar nature, which could change significantly as a
result of actions of our competitors in response to changes in market conditions. Our management reassesses
these estimations at the balance sheet dates to ensure our inventories are shown at the lower of cost and net
realizable value.

Impairment of trade receivables

Our management determines the impairment of trade receivables on a regular basis. This estimate is
based on the credit history of our customers and current market conditions. If the financial conditions of the
customers were to deteriorate, actual write-offs would be higher than estimated. Our management reassesses the
impairment of trade receivables at the balance sheet dates.

Depreciation

Items of property, plant and equipment are depreciated on a straight-line basis over the estimated useful
lives of the assets, after taking into account the estimated residual value. Our management reviews the estimated
useful lives of the assets regularly in order to determine the amount of depreciation expense to be recorded
during any reporting period. The useful lives are based on our historical experience with similar assets and taking
into account anticipated technological changes. The depreciation expense for future periods is adjusted if there
are significant changes from previous estimates.

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FINANCIAL INFORMATION

Income tax

Determining income tax provisions involves judgment on the future tax treatment of certain transactions.
Our management carefully evaluates tax implications of transactions, and tax provisions are set up accordingly.
The tax treatment of these transactions is reconsidered periodically to take into account changes in tax
legislations. Deferred tax assets are recognized for deductible temporary differences. As those deferred tax assets
can only be recognized to the extent that it is probable that future taxable profit will be available against which
they can be utilized, our management’s judgment is required to assess the probability of future taxable profits.
Our management’s assessment is constantly reviewed and additional deferred tax assets are recognized if it
becomes probable that future taxable profits will allow the deferred tax assets to be recovered.

Equity-settled share-based compensation

The fair value of share options granted to employees is recognized as an employee cost with a
corresponding increase in a share-based compensation capital reserve within equity. The fair value is measured at
grant date using the binomial option pricing model, taking into account the terms and conditions upon which the
options were granted. When the employees have to meet vesting conditions before becoming unconditionally
entitled to the options, the total estimated fair value of the options is spread over the vesting period, taking into
account the probability that the options will vest. This accounting policy also applies to share options granted to
outside consultants as those consultants provide personal services similar to services provided by an employee.

During the vesting period, the number of share options that is expected to vest is reviewed by our
management. Any adjustment to the cumulative fair value recognized in prior years is charged/credited to the
income statement in the year of review, unless the original employee expenses qualify for recognition as an asset,
with a corresponding adjustment to the share-based compensation capital reserve. On vesting date, the amount
recognized as an expense is adjusted by our management to reflect the actual number of share options that vest
(with a corresponding adjustment to the share-based compensation capital reserve), except where forfeiture is
only due to not achieving vesting conditions that relate to the market price of our Company’s shares. The equity
amount is recognized in the share-based compensation capital reserve until either the option is exercised (in
which case it is transferred to share premium) or the vested option expires or is forfeited (in which case it is
released directly to retained earnings).

Business combination and goodwill

The purchase method of accounting is used to account for the acquisition of subsidiaries by our Group.
The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and
liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition.
Identifiable assets, liabilities and contingent liabilities of the subsidiary in an acquisition are measured at their
fair values at the acquisition date.

The excess of the cost of acquisition over our Group’s share of the net fair value of the subsidiary’s
identifiable assets, liabilities and contingent liabilities is recorded as goodwill.

Goodwill is tested by our management annually for impairment or more frequently if events or changes in
circumstances indicate that it might be impaired. Goodwill is measured at cost less accumulated impairment
losses. Impairment losses of goodwill are recognized in the consolidated income statements and are not
subsequently reversed. Goodwill is allocated to cash-generating units that are expected to benefit from the
synergies of the acquisition for the purpose of impairment testing.

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FINANCIAL INFORMATION

DESCRIPTION OF CERTAIN INCOME STATEMENT COMPONENTS

Revenue

During the Track Record Period, we operated in the following business segments: (i) vascular device
business, (ii) diabetes device business and (iii) orthopedic device business, and we currently derive revenue from
sales of drug-eluting stents, TAA/AAA stent grafts, bare-metal stents and other products. Drug-eluting stents
generated substantially all of our revenue during the Track Record Period, and we expect to continue to derive a
substantial majority of our revenue from Firebird 2 in 2010 and 2011. We primarily sell our products in China.
We also export our products to the Asia Pacific region (excluding China), South America and Europe which
represented 10.2%, 10.7%, 10.6% and 7.0% of our revenue for the years ended December 31, 2007, 2008 and
2009 and the three months ended March 31, 2010, respectively.

We generated RMB421.3 million, RMB484.5 million, RMB557.1 million and RMB175.9 million of
revenue from our vascular device business for the years ended December 31, 2007, 2008 and 2009 and the three
months ended March 31, 2010, respectively, representing 100.0%, 99.9%, 99.3% and 99.5% of our revenue for
those periods. We acquired our diabetes device business through an acquisition of another company in June 2008
and generated RMB0.7 million, RMB3.7 million and RMB0.8 million of revenue from that business for the years
ended December 31, 2008 and 2009 and the three months ended March 31, 2010, respectively. We commenced
our orthopedic device business in 2008 and incurred a net loss of RMB2.9 million, RMB9.8 million and
RMB3.3 million in the years ended December 31, 2008 and 2009 and the three months ended March 31, 2010,
respectively, as that business has been, and remains currently, in the research and development stage. The
segment profit/loss represents the net profit/loss of each business segment excluding unallocated corporate
expenses and dividend withholding tax.

The following table sets forth the breakdown of our revenue and gross profit margin by business
segments for the years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2009
and 2010.
Year ended December 31, Three months ended March 31,
2007 2008 2009 2009 2010
Gross Gross Gross Gross Gross
% of profit % of profit % of profit % of profit % of profit
RMB’000 Revenue margin RMB’000 Revenue margin RMB’000 Revenue margin RMB’000 Revenue margin RMB’000 Revenue margin

Vascular device
business . . . . . . 421,263 100.0 86% 484,531 99.9 82% 557,056 99.3 86% 137,268 99.8 88% 175,923 99.5 87%
Diabetes device
business . . . . . . — 0.0 — 711 0.1 38% 3,670 0.7 49% 302 0.2 28% 804 0.5 77%
421,263 100.0 86% 485,242 100.0 82% 560,726 100.0 86% 137,570 100.0 87% 176,727 100.0 88%

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FINANCIAL INFORMATION

The following table sets forth the breakdown of our revenue by products for the years ended
December 31, 2007, 2008 and 2009 and the three months ended March 31, 2009 and 2010.

Year ended December 31, Three months ended Mach 31,


2007 2008 2009 2009 2010
% of % of % of % of % of
RMB’000 Revenue RMB’000 Revenue RMB’000 Revenue RMB’000 Revenue RMB’000 Revenue

Drug-eluting
stents . . . . . . . 376,620 89.4 421,748 86.9 484,096 86.3 122,591 89.1 153,545 86.9
TAA/AAA stent
grafts . . . . . . . 18,199 4.3 23,075 4.8 28,864 5.2 7,391 5.4 12,843 7.3
Bare-metal
stents . . . . . . . 15,032 3.6 18,217 3.7 20,288 3.6 2,389 1.7 3,261 1.8
Other products . . 11,412 2.7 22,202 4.6 27,478 4.9 5,199 3.8 7,078 4.0
421,263 100.0 485,242 100.0 560,726 100.0 137,570 100.0 176,727 100.0

The following table sets forth the breakdown of our revenue by geographic markets for the years ended
December 31, 2007, 2008 and 2009 and the three months ended March 31, 2009 and 2010.

Year ended December 31, Three months ended March 31,


2007 2008 2009 2009 2010
% of % of % of % of % of
RMB’000 Revenue RMB’000 Revenue RMB’000 Revenue RMB’000 Revenue RMB’000 Revenue
China . . . . . . . . . . . . . . . . . 378,113 89.7 433,286 89.3 501,252 89.4 129,587 94.2 164,440 93.0
Asia Pacific (excluding
China) . . . . . . . . . . . . . . . 14,343 3.4 22,902 4.7 31,192 5.5 6,333 4.6 5,303 3.0
South America . . . . . . . . . . 20,104 4.8 16,629 3.4 15,495 2.8 1,650 1.2 5,551 3.2
Europe . . . . . . . . . . . . . . . . 8,703 2.1 12,425 2.6 12,787 2.3 — — 1,433 0.8
43,150 10.3 51,956 10.7 59,474 10.6 7,983 5.8 12,287 7.0
421,263 100.0 485,242 100.0 560,726 100.0 137,570 100.0 176,727 100.0

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FINANCIAL INFORMATION

The following table sets forth the number of units sold and the average selling price of our drug-eluting
stents, TAA/AAA stent grafts and bare-metal stents for the years ended December 31, 2007, 2008 and 2009 and
the three months ended March 31, 2009 and 2010.

Year ended December 31, Three months ended March 31,


2007 2008 2009 2009 2010
Number Average Number Average Number Average Number Average Number Average
of units selling of units selling of units selling of units selling of units selling
sold price (RMB) sold price (RMB) sold price (RMB) sold price (RMB) sold price (RMB)
Drug-eluting
stents —
Firebird . . . 81,517 4,620 107,059(1) 3,795 11,603 2,796 2,566 3,197 2,094 2,512
Drug-eluting
stents —
Firebird
2 ........ — — 3,704 4,180 116,092 3,856 29,007 3,943 38,233 3,878
Drug-eluting
stents —
total . . . . . . 81,517 4,620 110,763 3,808 127,695 3,791 31,573 3,883 40,327 3,807
TAA/AAA
stent
grafts . . . . . 900 20,181 1,199 19,212 1,519 19,002 373 19,814 674 19,054
Bare-metal
stents . . . . . 17,621 764 24,645 665 31,764 638 2,842 841 5,525 590
Note:

(1) The number includes 12,548 units of Firebird which we gave to certain distributors as part of our one free product for every five
products purchased sales discount policy for distributors as described in “— Description of certain income statement components —
Cost of sales” below.

Revenue from sales represents the invoiced value of goods, net of VAT, trade discounts, allowances and
rebates. We recognize revenue when the customer takes ownership and assumes the risk of loss. For sales
through distributors, transfer of ownership occurs at the time when our products are shipped or picked up by the
distributors from our facility without any recourse. For direct sales to hospitals, transfer of ownership occurs at
the time when our products have been implanted or used during surgical procedures.

In line with market practice, we sell all of our products to distributors who then resell our products to
hospitals, except for a minimal amount of TAA/AAA stent grafts which were sold directly to hospitals in 2007
and accounted for 0.2% of our revenue for that year. Pursuant to our contractual arrangements, our distributors
usually have no right to return our products, but we offer to exchange any product that is found to have defective
interior packaging within three days of the customer discovering such defect, but not refunds. See “Business —
Sales, marketing and distribution network” in this prospectus for more details. We have been dependent on a
limited number of distributors for a significant portion of our revenue. For the years ended December 31, 2007,
2008 and 2009 and the three months ended March 31, 2010, the aggregate sales to our five largest distributors
were RMB244.6 million, RMB265.4 million, RMB263.2 million and RMB96.5 million, representing 58.1%,
54.7%, 46.9% and 54.6% of our revenue, respectively. Sales to our largest distributor for the same periods were
RMB102.5 million, RMB106.4 million, RMB98.5 million and RMB39.2 million, representing 24.3%, 21.9%,
17.6% and 22.2% of our revenue, respectively. We believe that we will continue to generate a significant portion
of our revenue from a limited number of distributors.

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FINANCIAL INFORMATION

Cost of sales

Cost of sales consists primarily of direct costs of production which mainly includes (i) manufacturing
overhead costs such as coating costs, depreciation of property, plant and equipment used for production purposes
and costs of products consumed during our quality inspection procedures, (ii) direct raw material costs, and
(iii) direct labor costs. In addition, in 2008 we incurred a VAT expense of RMB13.6 million as a result of our
adoption of a sales discount policy, primarily for Firebird, whereby a majority of our distributors received one
free product for every five products purchased. VAT is payable with respect to the free products provided to
distributors (as if the free products were sold). We adopted such sales discount policy in order to boost our sales
as competition in the market intensified. We ceased such sales discount policy in 2009 to avoid the additional
VAT expense charged on the free products. We adopted a new sales discount policy starting in early 2009
whereby we offer direct reductions of the selling price of our products when certain sales volume targets are
reached. We also wrote down our inventories in the amount of RMB9.7 million in 2008 for the film or fiber used
in our TAA/AAA stent grafts as we were able to source an improved type of film or fiber as a replacement.

The following table sets forth the components of our cost of sales for the years ended December 31, 2007,
2008 and 2009 and the three months ended March 31, 2009 and 2010.

Year ended December 31, Three months ended March 31,


2007 2008 2009 2009 2010
% of % of % of % of % of
Cost of Cost of Cost of Cost of Cost of
RMB’000 sales RMB’000 sales RMB’000 sales RMB’000 sales RMB’000 sales

Manufacturing
overhead costs . . . . . 36,492 60.6 36,193 41.3 38,718 49.7 8,450 48.9 11,063 48.8
Direct raw material
costs . . . . . . . . . . . . . 16,460 27.4 19,708 22.5 25,784 33.0 6,008 34.7 8,184 36.1
Direct labor costs . . . . . 4,487 7.5 4,954 5.6 10,938 14.0 1,672 9.7 3,096 13.6
VAT related to special
sales policy . . . . . . . . — — 13,635 15.5 — — — — — —
Provision for reduction
of inventories . . . . . . 1,552 2.6 12,464 14.2 2,411 3.1 1,075 6.2 341 1.5
Others . . . . . . . . . . . . . . 1,180 1.9 749 0.9 186 0.2 85 0.5 — —
60,171 100.0 87,703 100.0 78,037 100.0 17,290 100.0 22,684 100.0

Other revenue

Other revenue consists primarily of (i) government grant income and (ii) interest income from bank
deposits. We receive government grants from time to time in connection with our research and development
projects in the form of interest-free loans, interest-reduced loans and subsidies. We generally recognize such
government grants as deferred income upon receipt, and when our research and development products meet the
requirements or conditions of the relevant government grants, we recognize the grants as income. We recognized
government grant income of RMB10.7 million, RMB11.3 million, RMB14.7 million and RMB0.07 million for
the years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010, respectively.
We intend to seek additional government grants from time to time in the future, although we cannot be certain if
we will receive any new grants or, if they are granted, their amounts and terms and conditions.

Other net (loss)/income

Other net (loss)/income consists of net foreign exchange gains or losses and loss on disposal of fixed
assets.

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FINANCIAL INFORMATION

Research and development costs

Research and development costs consist primarily of (i) salaries, bonuses and related expenses for
personnel engaged in research and development, (ii) purchases of supplies and materials used in our research and
development projects, (iii) depreciation of property, plant and equipment used in connection with our research
and development efforts and (iv) costs associated with the conduct of pre-launch clinical trials. Research and
development costs also include equity-settled share-based compensation expenses. We receive government
grants from time to time in connection with our research and development projects in the form of interest-free
loans, interest-reduced loans and subsidies, which we record as other revenue in our consolidated financial
statements. See “— Other revenue” above.

During the Track Record Period, our research and development costs increased primarily as a result of
our continued investment in research and development projects to develop and bring to market new products in
order to enhance and expand our product portfolio. We expect to increase our research and development costs in
the future to further enhance our pre-launch clinical trials and develop new products, in particular new vascular,
EP, diabetes and orthopedic devices as well as pacemakers.

Sales and marketing costs

Sales and marketing costs consist primarily of (i) costs associated with attending conferences and
seminars to promote our products, participating in exhibitions and trade shows of medical devices and sponsoring
doctors’ conferences, (ii) salaries, bonuses and related expenses for personnel engaged in sales and marketing,
(iii) traveling expenses of our sales and marketing personnel and (iv) costs associated with the conduct of post-
launch clinical trials. Sales and marketing costs also include equity-settled share-based compensation expenses.
We expect that our sales and marketing costs will increase in the future because we intend to increase our
marketing efforts to promote our products to hospitals and doctors and to continue to build a strong brand in
China, as well as to expand our sales internationally.

Administrative expenses

Administrative expenses consist primarily of (i) salaries, bonuses and related expenses for administrative
personnel and management, (ii) depreciation of property, plant and equipment used for administrative purposes,
(iii) agent fees paid to professionals such as auditors and legal advisers from time to time in connection with our
administrative activities, and (iv) expenses associated with our administrative offices. Administrative expenses
also include equity-settled share-based compensation expenses. We expect that our administrative expenses will
increase as we hire additional personnel in connection with anticipated growth of our business and in order to
further improve our business management.

Equity-settled share-based compensation expenses

The following shares, options and per share data are presented on an actual basis and do not reflect the
10-for-1 share split conditionally adopted by our Company on September 3, 2010.

In February 2004, MP Cayman adopted the 2004 Option Plan, which allowed MP Cayman to grant
options to our employees and consultants to purchase up to 10,261,030 ordinary shares. Between February 2004
and June 2005, MP Cayman granted options to purchase 10,261,030 ordinary shares at exercise prices ranging
from nil to HK$1.1057 and US$0.38 per share to our employees and consultants, including 11 consultants who
were individuals and provided consultation services to us primarily regarding the development and marketing of
our products. As of December 31, 2006, MP Cayman issued 8,869,245 ordinary shares pursuant to the exercise
of share options granted. In January 2007, our Company entered into a transfer and assumption agreement with

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FINANCIAL INFORMATION

MP Cayman pursuant to which our Company assumed all outstanding and unexercised options under the 2004
Option Plan.

In August 2006, our Company adopted the 2006 Incentive Plan, which allows us to grant options to our
employees and consultants to purchase up to 6,009,157 ordinary shares. Between March 2007 and October 2009,
we granted options to purchase 6,195,362 ordinary shares (of which 3,169,743 ordinary shares were forfeited as a
result of the termination of employment) at exercise prices ranging from US$1.267 to US$4.25 per share. We
granted share options to our employees and consultants in different tranches, with each tranche vesting over a
service period from the respective grant date.

The fair value of options granted by MP Cayman and our Company at the date of grant is amortized over
the applicable vesting period of the options. The resulting expense is allocated to research and development
costs, sales and marketing costs and administrative expenses, depending on the responsibilities of the employees
and consultants who were granted the options. The amortization of compensation expenses is adjusted to reflect
forfeitures of options resulting from termination of employment. In 2008, we made a reversal of the
compensation expenses associated with share options which terminated as a result of the resignation of certain
members of our management in 2008 (net of the impact of reversals resulting from forfeitures of unvested
options). The following table shows our total equity-settled share-based compensation expenses for the years
ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2009 and 2010.

Three months ended


Year ended December 31, March 31,
2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Research and development costs . . . . . . . . . . . . . . . . . . . . . 648 815 781 354 327
Sales and marketing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,755 2,223 2,197 997 922
Administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,211 (2,764) 1,863 864 798
21,614 274 4,841 2,215 2,047

In March 2010, our Board and Shareholders approved a reduction of the exercise price for share options
granted on May 17, 2007, June 14, 2007, July 25, 2008 and December 1, 2008 under the 2006 Incentive Plan
from US$4.25 to US$3.062. This reduction of exercise price resulted in an incremental adjustment of the fair
value of those options in the amount of RMB2.2 million, which will be recognized in our consolidated income
statements over the remaining vesting periods of the options from the date of such approval.

For further information on our Company’s share option grants, see “Accountants’ Report — Note 24” in
Appendix I to this prospectus.

Other operating costs

Other operating costs consist primarily of (i) donations made from time to time for various charitable
purposes such as for the victims of earthquakes and other natural disasters, (ii) fees paid in 2007 and 2008 which
were incurred in connection with our earlier planned listing of our Shares in the United States, which was aborted
and (iii) impairment of trade receivables.

Finance costs

Finance costs consist primarily of (i) dividends on and change in fair value of preference shares and
(ii) interest on borrowings.

Preference shares are classified as a liability on our consolidated balance sheets because they are
redeemable at the option of the holder. However, because the redemption price is not fixed, the liability is

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FINANCIAL INFORMATION

initially recognized at fair value and remeasured at each balance sheet date with changes in the fair value of the
preference shares recorded in our consolidated income statements under finance costs. The change in fair value
of our preference shares was RMB28.7 million, RMB2.0 million, RMB10.2 million and RMB1.7 million in
2007, 2008 and 2009 and the three months ended March 31, 2010, respectively. Dividends on preference shares
are recognized on an accrual basis in income statements as part of finance costs.

Income tax

Cayman Islands

Our Company was incorporated in the Cayman Islands and is not subject to tax on income or capital gain
under the current laws of the Cayman Islands. In addition, no withholding tax is imposed on any payment of
dividends by our Company.

British Virgin Islands

MP Medical and Leader City were incorporated in BVI and are not subject to tax on income or capital
gain under the current laws of BVI. In addition, no withholding tax is imposed on any payment of dividends by
MP Medical and Leader City.

The Netherlands

MP B.V. was incorporated in The Netherlands and is subject to corporate income tax of The Netherlands,
which has been charged at progressive rates ranging from 20% to 25.5% for 2007 to 2010.

PRC

Prior to January 1, 2008, in accordance with the FIE Income Tax Law and the related implementing rules,
FIEs incorporated in the PRC were generally subject to an income tax rate of 33% (30% of state income tax plus
3% local income tax). The FIE Income Tax Law and the related implementing rules provided certain favorable
tax treatments to certain FIEs and enterprises which were registered and operated in specified economic
development zones or Pudong New Area in the PRC. PRC domestically invested companies were governed by
the Enterprise Income Tax Law of the PRC and were generally subject to an income tax rate of 33%.

In March 2007, NPC adopted the CIT Law that imposes a single uniform income tax rate of 25% for most
domestic enterprises and FIEs. The CIT Law became effective on January 1, 2008. It contemplates various
transition periods and measures for existing preferential tax policies, including a grace period for as long as five
years for FIEs which were entitled to a lower income tax rate before the promulgation of the CIT Law and
continued the implementation of preferential tax treatment with a fixed term until the expiration of such fixed
term. Moreover, the CIT Law provides that, if an enterprise incorporated outside the PRC has its “de facto
management organization” located within the PRC, the enterprise may be recognized as a “PRC resident
enterprise” and thus may be subject to an enterprise income tax at the rate of 25% on its worldwide income.
Under the implementation rules for the CIT Law, “de facto management bodies” is defined as the bodies that
have material and overall management control over the business, personnel, accounts and properties of an
enterprise. In April 2009, the PRC tax authority promulgated a circular to clarify the criteria for determining
whether the “de facto management bodies” are located within the PRC for enterprises incorporated overseas with
controlling shareholders being PRC enterprises. However, the relevant PRC laws and regulations remain unclear
regarding how the PRC tax authorities will treat an overseas enterprise invested or controlled by another overseas
enterprise as in our case. Substantially all of our management team members reside in the PRC. If most of them
continue to reside in the PRC, our Company may be deemed a PRC resident enterprise and therefore subject to
the PRC enterprise income tax at a rate of 25% on our worldwide income.

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FINANCIAL INFORMATION

According to the CIT Law and related regulations, the preferential tax treatments MP Shanghai currently
enjoys will remain unchanged during the grace period. MP Shanghai is registered and operates in the Pudong
New Area and is entitled to a preferential enterprise income tax rate of 15% for the period from January 1, 2009
to December 31, 2010. In addition, as a wholly foreign-owned enterprise engaged in a manufacturing business,
MP Shanghai is entitled to an exemption from the enterprise income tax for its two financial years from its first
profit-making year from a PRC tax perspective, which were 2004 and 2005, and to a 50% reduction of its
applicable enterprise income tax rate for the succeeding three years, which were 2006, 2007 and 2008. As a
result, MP Shanghai was exempt from enterprise income tax until 2005, and its enterprise income tax rate for
2006 and 2007 was 7.5%. According to the Notice of the State Council on the Implementation of the Transitional
Preferential Policies in respect of Enterprise Income Tax, companies which enjoyed a preferential tax rate of
15% before the promulgation of the CIT Law will be subject to a gradual increase of tax rate from 15% to 25%
over five years after January 1, 2008, and the tax rate applicable to such companies in 2008, 2009, 2010, 2011
and 2012 is 18%, 20%, 22%, 24% and 25%, respectively. In 2008, MP Shanghai continued to enjoy the tax
holiday preferential tax treatment and was entitled to a 50% reduction of its applicable enterprise income tax rate.
Therefore, the income tax rate applicable to MP Shanghai was 9% in 2008. In November 2008, MP Shanghai
was recognized as a High and New Technology Enterprise and was subject to a preferential tax rate of 15% for
2009 and 2010. Our other PRC subsidiaries are subject to an income tax rate of 25%.

RESULTS OF OPERATION

The following table sets forth a summary of our consolidated income statements by amount and as a
percentage of our revenue for the years ended December 31, 2007, 2008 and 2009 and the three months ended
March 31, 2009 and 2010.

Year ended December 31 Three months ended March 31,


2007 2008 2009 2009 2010
% of % of % of % of % of
RMB’000 Revenue RMB’000 Revenue RMB’000 Revenue RMB’000 Revenue RMB’000 Revenue
Revenue . . . . . . . . . 421,263 100.0 485,242 100.0 560,726 100.0 137,570 100.0 176,727 100.0
Cost of sales . . . . . . (60,171) (14.3) (87,703) (18.1) (78,037) (13.9) (17,290) (12.6) (22,684) (12.8)
Gross profit . . . . . . 361,092 85.7 397,539 81.9 482,689 86.1 120,280 87.4 154,043 87.2
Other revenue . . . . . 16,637 3.9 20,559 4.2 22,519 4.0 3,059 2.2 1,119 0.6
Other net (loss)/
income . . . . . . . . (2,122) (0.5) (3,231) (0.7) (1,867) (0.3) 363 0.3 665 0.4
Research and
development
costs . . . . . . . . . . (54,192) (12.9) (59,391) (12.2) (86,384) (15.4) (15,090) (11.0) (25,310) (14.3)
Sales and marketing
costs . . . . . . . . . . (81,350) (19.3) (66,244) (13.7) (98,177) (17.5) (18,851) (13.7) (19,545) (11.1)
Administrative
expenses . . . . . . . (54,946) (13.0) (48,068) (9.9) (50,850) (9.0) (9,952) (7.2) (13,184) (7.5)
Other operating
costs . . . . . . . . . . (27,264) (6.5) (3,036) (0.6) (1,022) (0.2) (383) (0.3) (100) (0.1)
Profit from
operations . . . . . 157,855 37.5 238,128 49.1 266,908 47.6 79,426 57.7 97,688 55.3
Finance costs . . . . . (44,200) (10.5) (9,875) (2.0) (17,153) (3.1) (5,827) (4.2) (2,990) (1.7)
Profit before
taxation . . . . . . . 113,655 27.8 228,253 47.0 249,755 44.5 73,599 53.5 94,698 53.6
Income tax . . . . . . . (11,424) (2.7) (49,405) (10.2) (63,382) (11.3) (19,212) (14.0) (14,643) (8.3)
Profit for the year/
period . . . . . . . . 102,231 24.3 178,848 36.9 186,373 33.2 54,387 39.5 80,055 45.3

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FINANCIAL INFORMATION

Three months ended March 31, 2010 compared with three months ended March 31, 2009

Revenue

Revenue increased by 28.5% from RMB137.6 million in the three months ended March 31, 2009 to
RMB176.7 million in the three months ended March 31, 2010. The increase was primarily due to an increase in
our revenue from drug-eluting stents. We did not generate any revenue from our orthopedic device business
during the three months ended March 31, 2009 and 2010.

Revenue from vascular device business

Revenue from sales of drug-eluting stents increased by 25.2% from RMB122.6 million in the three
months ended March 31, 2009 to RMB153.5 million in the three months ended March 31, 2010. The increase
was primarily due to an increase in the sales volume of Firebird 2. Sales of Firebird 2 increased to 38,233 units in
the three months ended March 31, 2010 from 29,007 units in the three months ended March 31, 2009. We believe
that the increase in sales volume of Firebird 2 primarily resulted from (i) the overall growth of the market for
drug-eluting stents in China, and (ii) the increasing recognition of the quality and performance of Firebird 2 in
the medical community and among patients. The average selling price for Firebird 2 decreased slightly in the
three months ended March 31, 2010 compared to the same period in 2009.

Revenue from sales of TAA/AAA stent grafts increased by 73.8% from RMB7.4 million in the three
months ended March 31, 2009 to RMB12.8 million in the three months ended March 31, 2010. The increase was
primarily due to increases in the sales volume of our TAA stent graft, Hercules T, and AAA stent graft,
Hercules B. We believe that the increases in sales volume of Hercules T and Hercules B primarily resulted from
(i) the overall growth of the market for TAA/AAA stent grafts, and (ii) the commercial launch of Hercules B in
September 2009.

Revenue from sales of bare-metal stents increased by 36.5% from RMB2.4 million in the three months
ended March 31, 2009 to RMB3.3 million in the three months ended March 31, 2010. The increase was primarily
due to an increase in the sales volume of Mustang. We believe that the increase in sales volume of Mustang
primarily resulted from the overall growth of the market for bare-metal stents in our international markets.

Revenue from sales of other products increased by 28.1% from RMB4.9 million in the three months
ended March 31, 2009 to RMB6.3 million in the three months ended March 31, 2010. The increase was primarily
due to increases in the sales volume of our intracranial stent, Apollo, and our operational stent graft, Cronus. We
believe that increases in sales volume of Apollo and Cronus primarily resulted from growth in the market
demand for such products.

Revenue from diabetes device business

Revenue generated from our diabetes device business increased significantly from RMB0.3 million in the
three months ended March 31, 2009 to RMB0.8 million in the three months ended March 31, 2010. The increase
was primarily due to an increase in the sales volume of our insulin pump, La Fenice, which we commenced
offering following our acquisition of MP Lifescience Beijing (previously named as Beijing Pangerui) in June
2008. We believe that the increase in sales volume of La Fenice primarily resulted from our further enhanced
sales and marketing team and increased sales and marketing efforts in the three months ended March 31, 2010.

Cost of sales

Cost of sales increased by 31.2% from RMB17.3 million in the three months ended March 31, 2009 to
RMB22.7 million in the three months ended March 31, 2010. The increase was primarily due to a RMB6.2

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FINANCIAL INFORMATION

million increase in direct costs of production mainly resulting from our increased production volume during the
period, which was partially offset by a RMB0.7 million decrease in write off of inventories mainly due to the fact
that certain of our catheter delivery systems became obsolete in the three months ended March 31, 2009.

Gross profit

As a result of the foregoing factors, gross profit increased by 28.1% from RMB120.3 million in the three
months ended March 31, 2009 to RMB154.0 million in the three months ended March 31, 2010, and gross profit
margin remained relatively stable in the three months ended March 31, 2009 and 2010.

Other revenue

Other revenue decreased by 63.4% from RMB3.1 million in the three months ended March 31, 2009 to
RMB1.1 million in the three months ended March 31, 2010. The decrease was primarily due to a RMB1.1
million decrease in interest income from bank deposits as a result of a decrease in interest rates.

Other net income

Other net income increased by 83.2% from RMB0.4 million in the three months ended March 31, 2009 to
RMB0.7 million in the three months ended March 31, 2010. The increase was due to a RMB0.3 million increase
in net foreign exchange gain.

Research and development costs

Research and development costs increased by 67.7% from RMB15.1 million in the three months ended
March 31, 2009 to RMB25.3 million in the three months ended March 31, 2010. The increase was primarily due
to (i) a RMB4.4 million increase in salaries, bonuses and related expenses for personnel engaged in research and
development resulting from an increase in the number of our research and development personnel and an
increase in salaries and (ii) a RMB3.8 million increase in purchases of supplies and materials used in connection
with our increased research and development efforts, in particular for our EP devices, orthopedic devices and
pacemakers.

Sales and marketing costs

Sales and marketing costs remained relatively stable in the three months ended March 31, 2009 and 2010.

Administrative expenses

Administrative expenses increased by 32.5% from RMB10.0 million in the three months ended March 31,
2009 to RMB13.2 million in the three months ended March 31, 2010. The increase was primarily due to (i) a
RMB1.2 million increase in salaries, bonuses and related expenses for administrative personnel and management
resulting from an increase in the number of our administrative personnel and management and an increase in
salaries and (ii) RMB1.0 million for the purchase of health-care reference materials.

Other operating costs

Other operating costs decreased by 73.9% from RMB0.4 million in the three months ended March 31,
2009 to RMB0.1 million in the three months ended March 31, 2010. The decrease was primarily due to a
RMB0.4 million decrease in donations, which was partially offset by a RMB0.1 million reversal of impairments
for trade receivables in the three months ended March 31, 2009.

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FINANCIAL INFORMATION

Finance costs

Finance costs decreased by 48.7% from RMB5.8 million in the three months ended March 31, 2009 to
RMB3.0 million in the three months ended March 31, 2010. The decrease was primarily due to a RMB3.5
million decrease in change in fair value of preference shares, which was partially offset by a RMB0.7 million
increase in interest in borrowings wholly repayable within five years.

Income tax

Income tax decreased by 23.8% from RMB19.2 million in the three months ended March 31, 2009 to
RMB14.6 million in the three months ended March 31, 2010. The decrease was primarily due to a decrease in
withholding tax on retained earnings of MP Shanghai. Our effective tax rate decreased from 26.1% in the three
months ended March 31, 2009 to 15.5% in the three months ended March 31, 2010.

Profit for the period

As a result of the foregoing factors, profit for the period increased by 47.2% from RMB54.4 million in the
three months ended March 31, 2009 to RMB80.1 million in the three months ended March 31, 2010, and net
profit margin increased from 39.5% in the three months ended March 31, 2009 to 45.3% in the three months
ended March 31, 2010.

Year ended December 31, 2009 compared with year ended December 31, 2008

Revenue

Revenue increased by 15.6% from RMB485.2 million in 2008 to RMB560.7 million in 2009. The
increase was primarily due to an increase in our revenue from drug-eluting stents. We did not generate any
revenue from our orthopedic device business during 2008 and 2009.

Revenue from vascular device business

Revenue from sales of drug-eluting stents increased by 14.8% from RMB421.7 million in 2008 to
RMB484.1 million in 2009. The increase was primarily due to an increase in the sales volume of Firebird, which
was commercially launched in 2004, and Firebird 2, which had a small amount of pre-marketing sales in 2008
before its commercial launch in January 2009. Sales of Firebird and Firebird 2 increased to 127,695 units (of
which Firebird accounted for 11,603 units and Firebird 2 accounted for 116,092 units) in 2009 from 98,215 units
in 2008 (of which Firebird accounted for 94,511 units and Firebird 2 accounted for 3,704 units; the foregoing
does not include 12,548 units of Firebird which we gave to certain distributors as part of our one free product for
every five products purchased sales discount policy for distributors as described in “— Description of certain
income statement components — Cost of sales” above). We believe that the increase in sales volume of our drug-
eluting stents primarily resulted from (i) the overall growth of the market for drug-eluting stents in China, (ii) the
commercial launch of Firebird 2 in January 2009, and (iii) the increasing recognition of the quality and
performance of Firebird and Firebird 2 in the medical community and among patients. The average selling price
for Firebird and Firebird 2 decreased slightly between 2008 and 2009.

Revenue from sales of TAA/AAA stent grafts increased by 25.1% from RMB23.1 million in 2008 to
RMB28.9 million in 2009. The increase was primarily due to an increase in the sales volume of our TAA stent
graft, Hercules T. Revenue from sales of other products increased by 10.8% from RMB21.5 million in 2008 to
RMB23.8 million in 2009. The increase was primarily due to increases in the sales volume of our intracranial
stent, Apollo, and our operational stent graft, Cronus. We believe that the increases in sales volume of
Hercules T, Apollo and Cronus primarily resulted from growth in the market demand for such products,

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FINANCIAL INFORMATION

particularly in China, and increasing market acceptance of those products in the medical community and among
patients.

Revenue from sales of bare-metal stents remained relatively stable in 2008 and 2009.

Revenue from diabetes device business

Revenue generated from our diabetes device business increased significantly from RMB0.7 million in
2008 to RMB3.7 million in 2009. The increase was primarily due to an increase in the sales volume of our
insulin pump, La Fenice, which we commenced offering following our acquisition of MP Lifesciences Beijing
(previously named as Beijing Pangerui) in June 2008. We believe that the increase in sales volume of La Fenice
primarily resulted from (i) our efforts to improve the quality and performance of the predecessor version of La
Fenice which Beijing Pangerui had been offering prior to our acquisition, and (ii) our increased sales and
marketing efforts in 2009, including numerous visits to the relevant purchasing personnel and doctors in hospitals
in China to introduce La Fenice and to educate them about that product.

Cost of sales

Cost of sales decreased by 11.0% from RMB87.7 million in 2008 to RMB78.0 million in 2009. The
decrease was primarily due to the fact that there were two expense items in 2008 which did not recur in 2009,
namely: (i) a VAT expense of RMB13.6 million related to our sales discount policy in 2008, and (ii) a write off
of inventories in the amount of RMB9.7 million for the film or fiber used on our TAA/AAA stent grafts in 2008.
This decrease was partially offset by a RMB13.6 million increase in direct costs of production, mainly resulting
from our increased production volume of drug-eluting stents during the period.

Gross profit

As a result of the foregoing factors, gross profit increased by 21.4% from RMB397.5 million in 2008 to
RMB482.7 million in 2009, and gross profit margin increased from 81.9% in 2008 to 86.1% in 2009.

Other revenue

Other revenue increased by 9.5% from RMB20.6 million in 2008 to RMB22.5 million in 2009. The
increase was primarily due to a RMB3.4 million increase in government grant income as a result of an increase in
the number of our research and development projects in 2009 which met the requirements or conditions of the
relevant government grants, partially offset by a RMB1.7 million decrease in interest income from bank deposits
as a result of a decrease in interest rates.

Other net loss

Other net loss decreased by 42.2% from RMB3.2 million in 2008 to RMB1.9 million in 2009. The
decrease was due to a RMB3.1 million decrease in net foreign exchange loss, which was offset by a RMB1.7
million increase in loss on disposal of fixed assets.

Research and development costs

Research and development costs increased by 45.4% from RMB59.4 million in 2008 to RMB86.4 million
in 2009. The increase was primarily due to (i) a RMB15.3 million increase in salaries, bonuses and related
expenses for personnel engaged in research and development resulting from an increase in the number of our
research and development personnel and an increase in salaries, (ii) a RMB3.9 million increase in purchases of
supplies and materials used in connection with our increased research and development efforts, in particular for

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FINANCIAL INFORMATION

our third generation drug-eluting stent, Firehawk, and EP devices, (iii) a RMB2.8 million increase in costs
associated with pre-launch clinical trials, primarily for our EP devices, and (iv) a RMB1.2 million increase in
depreciation of property, plant and equipment used in connection with our research and development.

Sales and marketing costs

Sales and marketing costs increased by 48.2% from RMB66.2 million in 2008 to RMB98.2 million in
2009. The increase primarily resulted from sales and marketing activities in connection with the commercial
launch of Firebird 2 in January 2009, and included (i) a RMB12.5 million increase in costs associated with
attending conferences and seminars to promote our products, participating in exhibitions and trade shows of
medical devices and sponsoring doctors’ conferences conducted in connection with our increased marketing
efforts, (ii) a RMB6.0 million increase in costs associated with the conduct of post-launch clinical trials resulting
primarily from our conduct of Focus for Firebird 2, (iii) a RMB5.2 million increase in salaries, bonuses and
related expenses for personnel engaged in sales and marketing resulting from an increase in the number of our
sales and marketing personnel and an increase in salaries, and (iv) a RMB4.9 million increase in travel expenses
of our sales and marketing personnel resulting from our increased marketing efforts.

Administrative expenses

Administrative expenses remained relatively stable in 2008 and 2009.

Other operating costs

Other operating costs decreased by 66.3% from RMB3.0 million in 2008 to RMB1.0 million in 2009. The
decrease was primarily due to (i) a RMB2.3 million decrease in donations, and (ii) the fact that there were no fees
associated with fund raising efforts in 2009, compared to fees of RMB1.7 million in 2008 associated with an
earlier planned listing of our Shares in the United States, which was aborted. Other operating costs were also
affected by the fact that we reversed impairments for trade receivables in the amount of RMB0.02 million in
2009, compared to a reversal of impairments for trade receivables of RMB2.5 million in 2008. Such reversals
resulted from the collection of certain trade receivables in those years, for which provisions for doubtful debts
were previously made.

Finance costs

Finance costs increased by 73.7% from RMB9.9 million in 2008 to RMB17.2 million in 2009. The
increase was primarily due to a RMB8.2 million increase in change in fair value of preference shares, which was
partially offset by a RMB0.7 million decrease in interest on borrowings wholly repayable within five years.

Income tax

Income tax increased by 28.3% from RMB49.4 million in 2008 to RMB63.4 million in 2009. The
increase was primarily due to (i) an increase in the income tax rate of MP Shanghai from 9% in 2008 to 15% in
2009, (ii) an increase in our profit before taxation, and (iii) an increase in our deferred tax liabilities related to
withholding tax on retained earnings of MP Shanghai in 2009. Our effective tax rate increased from 21.6% in
2008 to 25.4% in 2009.

Profit for the year

As a result of the foregoing factors, profit for the year increased by 4.2% from RMB178.8 million in 2008
to RMB186.4 million in 2009, however, net profit margin decreased from 36.9% in 2008 to 33.2% in 2009.

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FINANCIAL INFORMATION

Year ended December 31, 2008 compared with year ended December 31, 2007

Revenue

Revenue increased by 15.2% from RMB421.3 million in 2007 to RMB485.2 million in 2008. The
increase was primarily due to an increase in our revenue from drug-eluting stents. We did not generate any
revenue from our orthopedic device business during 2007 and 2008.

Revenue from vascular device business

Revenue from sales of drug-eluting stents increased by 12.0% from RMB376.6 million in 2007 to
RMB421.7 million in 2008. The increase was primarily due to an increase in the sales volume of Firebird. Sales
of Firebird increased to 94,511 units in 2008 (which does not include 12,548 units of Firebird which we gave to
certain distributors as part of our one free product for every five products purchased sales discount policy for
distributors in 2008 as described in “— Description of certain income statement components — Cost of sales”
above) from 81,517 units in 2007. We believe that the increase in sales volume of Firebird primarily resulted
from (i) the overall growth of the market for drug-eluting stents in China, and (ii) the recognition of the quality
and performance of Firebird in the medical community and among patients. We also had pre-marketing sales of
Firebird 2 in 2008 totalling 3,704 units. The increase was partially offset by a 17.6% decrease in the average
selling price of Firebird and Firebird 2 to our distributors in 2008 compared to the average selling price of
Firebird in 2007 primarily as a result of the lower retail price of Firebird set in the tender conducted in 2008 and
our sales discount policy described above.

Revenue from sales of TAA/AAA stent grafts increased by 26.8% from RMB18.2 million in 2007 to
RMB23.1 million in 2008. The increase was primarily due to an increase in the sales volume of our TAA stent
graft, Hercules T. We believe that the increase in sales volume of Hercules T primarily resulted from (i) the
overall growth of the market for TAA/AAA stent grafts, and (ii) the recognition of the quality and performance
of Hercules T in the medical community and among patients.

Revenue from sales of bare-metal stents increased by 21.2% from RMB15.0 million in 2007 to RMB18.2
million in 2008. The increase was primarily due to an increase in the sales volume of Mustang. We believe that
the increase in sales volume of Mustang primarily resulted from (i) the overall growth of the market for bare-
metal stents in our international markets, and (ii) an increase in the number of countries to which we exported
Mustang.

Revenue from sales of other products increased by 88.3% from RMB11.4 million in 2007 to RMB21.5
million in 2008. The increase was primarily due to an increase in the sales volume of our PTCA balloon
dilatation catheters, including Jive, Scipio and Catenaccio. We believe that the increase in sales volume of our
PTCA balloon dilatation catheters primarily resulted from the recognition of the quality and performance of such
products in international markets, in particular in the Asia Pacific region (excluding China).

Revenue from diabetes device business

We generated revenue of RMB0.7 million from our diabetes device business in 2008, which represented
sales of the predecessor version of La Fenice following our acquisition of MP Lifesciences Beijing in June 2008.
We did not generate any revenue from our diabetes device business in 2007.

Cost of sales

Cost of sales increased by 45.8% from RMB60.2 million in 2007 to RMB87.7 million in 2008. The
increase was primarily due to (i) a VAT expense of RMB13.6 million related to our sales discount policy in

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FINANCIAL INFORMATION

2008, and (ii) a write off of inventories in the amount of RMB9.7 million for the film or fiber used on our TAA/
AAA stent grafts in 2008. Direct costs of production remained relatively stable in 2007 and 2008, as we
implemented cost control measures in our production processes which offset the increased costs associated with
our higher production volume in 2008.

Gross profit

As a result of the foregoing factors, gross profit increased by 10.1% from RMB361.1 million in 2007 to
RMB397.5 million in 2008, however, gross profit margin decreased from 85.7% in 2007 to 81.9% in 2008.

Other revenue

Other revenue increased by 23.6% from RMB16.6 million in 2007 to RMB20.6 million in 2008. The
increase was primarily due to a RMB3.4 million increase in interest income from bank deposits as a result of
(i) an increase in interest rates, and (ii) an increase in the amount of bank deposits.

Other net loss

Other net loss increased by 52.3% from RMB2.1 million in 2007 to RMB3.2 million in 2008. The
increase was primarily due to a RMB1.2 million increase in net foreign exchange loss.

Research and development costs

Research and development costs increased by 9.6% from RMB54.2 million in 2007 to RMB59.4 million
in 2008. The increase was primarily due to (i) a RMB3.7 million increase in salaries, bonuses and related
expenses for personnel engaged in research and development resulting from an increase in the number of our
research and development personnel and an increase in salaries, and (ii) a RMB1.0 million increase in purchases
of supplies and materials used in our research and development projects in connection with our increased
research and development efforts, in particular for our third generation drug-eluting stent, Firehawk, and EP
devices.

Sales and marketing costs

Sales and marketing costs decreased by 18.6% from RMB81.4 million in 2007 to RMB66.2 million in
2008. The decrease was primarily due to (i) a RMB10.8 million decrease in costs associated with attending
conferences and seminars to promote our products, participating in exhibitions and trade shows of medical
devices and sponsoring doctors’ conferences and (ii) a RMB1.9 million decrease in costs associated with the
conduct of post-launch clinical trials for our various products, which in both cases resulted from the
implementation of a cost control policy in 2008. Our sales and marketing costs also decreased due to a RMB2.5
million decline in equity-settled share-based compensation expenses resulting from (i) the termination of
employment of certain sales and marketing staff which caused a termination of their options prior to their full
vesting and (ii) the fact that due to the vesting schedule of options granted under our 2006 Incentive Plan, a
greater portion of such expenses are charged in the earlier years of the vesting schedule and, accordingly, higher
expenses were recorded in 2007 compared to 2008 with respect to the options granted in 2007.

Administrative expenses

Administrative expenses decreased by 12.5% from RMB54.9 million in 2007 to RMB48.1 million in
2008. The decrease was primarily due to a RMB19.0 million decrease in equity-settled share-based compensation
expenses resulting from (i) the termination of employment of certain senior executives which caused a
termination of their options prior to their full vesting and (ii) the fact that due to the vesting schedule of options

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FINANCIAL INFORMATION

granted under our 2006 Incentive Plan, a greater portion of such expenses are charged in the earlier years of the
vesting schedule and, accordingly, higher expenses were recorded in 2007 compared to 2008 with respect to the
options granted in 2007. The decrease was partially offset by (i) a RMB7.0 million increase in salaries, bonuses
and related expenses for administrative personnel and management resulting from an increase in the number of
our administrative personnel and management and an increase in salaries, (ii) a RMB3.3 million consulting fee in
2008 primarily in connection with our acquisition of MP Lifesciences Beijing in June 2008, and (iii) a RMB1.1
million increase in depreciation of property, plant and equipment used for administrative purposes.

Other operating costs

Other operating costs decreased by 88.9% from RMB27.3 million in 2007 to RMB3.0 million in 2008.
The decrease was primarily due to a RMB24.4 million decrease in fees associated with our earlier planned listing
of our Shares in the United States, which was aborted.

Finance costs

Finance costs decreased by 77.7% from RMB44.2 million in 2007 to RMB9.9 million in 2008. The decrease
was primarily due to a RMB8.1 million decrease in dividends on preference shares and a RMB26.7 million fair
value adjustment of preference shares.

Income tax

Income tax increased significantly from RMB11.4 million in 2007 to RMB49.4 million in 2008. The
increase was primarily due to (i) an increase in the income tax rate of MP Shanghai from 7.5% in 2007 to 9% in
2008, (ii) an increase in our profit before taxation, and (iii) deferred tax liabilities incurred which were related to
withholding tax on retained earnings of MP Shanghai in 2008. Our effective tax rate increased from 10.1% in
2007 to 21.6% in 2008.

Profit for the year

As a result of the foregoing factors, profit for the year increased by 74.9% from RMB102.2 million in
2007 to RMB178.8 million in 2008, and net profit margin increased from 24.3% in 2007 to 36.9% in 2008.

CERTAIN BALANCE SHEET ITEMS

Inventories

Our inventories consist of raw materials, work in progress and finished goods. Our inventories remained
relatively stable in 2007 and 2008, and increased from RMB48.5 million in 2008 to RMB56.7 million in 2009.
This increase was due to (i) an increase in finished goods of RMB6.8 million resulting from our increased
inventory of Firebird 2 in 2009 following its commercial launch in January 2009 and the decrease in our
inventory of Firebird during 2008 as we prepared for the transition from Firebird to Firebird 2 as our primary
drug-eluting stent product, and (ii) an increase in work in progress of RMB4.3 million as a result of our increase
in production to ensure sufficient inventory level, primarily for Firebird 2. This increase was offset by a decrease
in raw materials of RMB2.8 million as a result of our increase in production to ensure sufficient inventory level,
primarily for Firebird 2. Our inventories increased to RMB64.7 million as of March 31, 2010 primarily due to an
increase in raw materials of RMB3.9 million and an increase in finished goods of RMB2.2 million, both resulting
from our increased inventory in line with our increase in revenue, primarily for Firebird 2.

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FINANCIAL INFORMATION

The following table sets forth the breakdown of our inventories as of December 31, 2007, 2008 and 2009
and March 31, 2010.

As of December 31, As of March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,285 32,382 29,560 33,488
Work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,080 10,935 15,225 17,121
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,349 5,159 11,910 14,089
47,714 48,476 56,695 64,698

Our provision for obsolete inventories increased from RMB1.6 million as of December 31, 2007 to
RMB12.0 million as of December 31, 2008, primarily due to a RMB9.7 million provision for certain inventories
of the film or fiber used in our TAA/AAA stent grafts as we replaced such inventories with improved film or
fiber in 2008. Our provision for obsolete inventories remained relatively stable as of December 31, 2009 and
March 31, 2010. The following table sets for the impairment of obsolete inventories as of December 31, 2007,
2008 and 2009 and March 31, 2010.

As of December 31, As of March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
As of January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,552 12,008 11,806
Provision for the year/period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,552 12,464 2,411 341
Written off for the year/period . . . . . . . . . . . . . . . . . . . . . . . . . . . — (2,008) (2,613) —
As of December 31/March 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,552 12,008 11,806 12,147

We generally maintain an inventory level of one-to-two-month sales volume for our finished goods, three
to six months supply of our work in progress and three months to one year supply of our raw materials, and such
level will vary according to the demand of our distributors, sales and production plans. We generally maintain
three months to one year supply of our raw materials primarily because (i) we source a majority of our principal
raw materials from international markets which may take a longer time for delivery in comparison to
domestically-sourced raw materials, (ii) we spend longer time on the inspection of inventory quality before
acceptance as we require particularly high quality standards for our raw materials and (iii) we tend to order
certain raw materials in relatively large batches to obtain better pricing from our suppliers. Our average inventory
turnover days decreased from 304 days in 2007 to 288 days in 2008, 254 days in 2009 and 244 days in the three
months ended March 31, 2010, resulting primarily from our improved and more effective inventory management
system.

The following table sets forth our average inventory turnover days for the years ended December 31,
2007, 2008 and 2009 and the three months ended March 31, 2010.

Three months
ended
Year ended December 31, March 31,
2007 2008 2009 2010
Average inventory turnover days(1) .............................. 304 288 254 244

Note:

(1) Average inventory turnover days is equal to the average inventory divided by direct costs of production and multiplied by 365 days for
2007, 2008 and 2009 and 90 days for the three months ended March 31, 2010. We had direct costs of production of RMB57.4 million,
RMB60.9 million, RMB75.4 million and RMB22.3 million for the years ended December 31, 2007, 2008 and 2009 and the three months
ended March 31, 2010, respectively.

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FINANCIAL INFORMATION

As of July 31, 2010, RMB64.5 million of our inventories as of March 31, 2010 were sold or used in our
production process.

Trade and other receivables

Our trade and other receivables consist of trade receivables, amounts due from related parties, deposits
and prepayments, other receivables and allowance for doubtful debts. Our trade receivables represent the
balances due from our distributors, to which certain terms of credit are offered, in the ordinary course of
business. RMB11.7 million of the amounts due from related parties as of March 31, 2010 have been settled by
July 31, 2010. We typically provide our principal distributors with proven credit history a credit term of 30 to 90
days, which may be extended to 180 days, and do not require them to pay us a portion of the purchase price upon
their placement of an order. For other distributors, depending on our relationship with such distributors and their
credit history, we typically allow them to pay 50% of the purchase price upon placement of an order with the
remaining 50% due within 30 to 90 days of our delivery of the product, or ask them to pay the entire purchase
price at the time of purchase. We typically require new distributors of our products to pay the entire purchase
price at the time of purchase. Our distributors are responsible for collecting payments from hospitals, and have to
make payments to us for the products regardless of whether they receive payments for the products from the
hospitals. See “Business — Sales, marketing and distribution network” in this prospectus.

Our trade and other receivables decreased from RMB137.5 million in 2007 to RMB114.6 million in 2008
primarily due to the collection of an amount of trade receivable in 2008, for which provision for doubtful debts
was previously made. Our trade and other receivables increased from RMB114.6 million in 2008 to RMB143.8
million in 2009 in line with our increase in revenue. Our trade and other receivables increased to RMB196.5
million as of March 31, 2010 in line with our increase in revenue. The following table sets forth the breakdown
of our trade and other receivables as of December 31, 2007, 2008 and 2009 and March 31, 2010.

As of December 31, As of March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136,231 106,588 121,672 173,275
Amounts due from related parties . . . . . . . . . . . . . . . . . . . . . . . . . 2,204 6,758 14,701 12,298
138,435 113,346 136,373 185,573
Less: Allowance for doubtful debts . . . . . . . . . . . . . . . . . . . . . . . . (8,651) (6,148) (2,551) (2,551)
129,784 107,198 133,822 183,022
Deposits and prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 829 1,413 6,089 7,202
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,899 6,025 3,906 6,293
137,512 114,636 143,817 196,517

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FINANCIAL INFORMATION

Our allowance for doubtful debts mainly reflects provisions for receivables related to customers whose
debts have been long outstanding with no subsequent settlement received or customers that were in financial
difficulties and our management assessed that these receivables are not expected to be recovered. Our allowance
for doubtful debts decreased from RMB8.7 million in 2007 to RMB6.1 million in 2008 primarily as a result of a
RMB2.5 million reversal of impairments of trade receivables due to the collection of an amount of trade
receivable in 2008, for which provision for doubtful debts was previously made. Our allowance for doubtful
debts decreased from RMB6.1 million to RMB2.6 million in 2009 primarily as a result of a RMB3.6 million
write-off of uncollectible amounts. Our allowance for doubtful debts remained RMB2.6 million as of March 31,
2010. Based on our experience, we believe that no further allowance for doubtful debts is necessary in respect of
our remaining trade receivables. We do not hold any collateral over these balances. The following table sets forth
the movement in the allowance for doubtful debts as of December 31, 2007, 2008 and 2009 and March 31, 2010.

As of December 31, As of March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
As of January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,201 8,651 6,148 2,551
Impairment loss recognized/(reversed) . . . . . . . . . . . . . . . . . . . . . 450 (2,503) (17) —
Uncollectible amounts written off . . . . . . . . . . . . . . . . . . . . . . . . . — — (3,580) —
As of December 31/March 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,651 6,148 2,551 2,551

The following table sets forth the aging analysis of our trade receivables and amounts due from related
parties, net of allowance for doubtful debts, as of December 31, 2007, 2008 and 2009 and March 31, 2010.

As of December 31, As of March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73,556 100,820 130,346 179,981
Less than one month past due . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,540 408 3,247 2,109
One to three months past due . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,840 — 28 85
More than three months past due . . . . . . . . . . . . . . . . . . . . . . . . . 1,848 5,970 201 847
Amounts past due . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56,228 6,378 3,476 3,041
129,784 107,198 133,822 183,022

Our average trade receivable turnover days decreased from 100 days in 2007 to 91 days in 2008,
primarily due to the collection of an amount of trade receivable in 2008, for which provision for doubtful debts
was previously made. Our average trade receivable turnover days decreased from 91 days in 2008 to 74 days in
2009, primarily due to an increase in our sales to distributors whom we allow to pay 50% of the purchase price
upon placement of an order with the remaining 50% due within 30 to 90 days of our delivery of the product. Our
average trade receivable turnover days were 75 days in the three months ended March 31, 2010. Improvements in
the management of our credit terms and trade receivable collection also contributed to the decrease in our
average trade receivable turnover days during the Track Record Period.

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FINANCIAL INFORMATION

The following table sets forth our average trade receivable turnover days for the years ended
December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010.

Three
months ended
Year ended December 31, March 31,
2007 2008 2009 2010
Average trade receivable turnover days(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 91 74 75

Note:

(1) Average trade receivable turnover days is equal to the average trade receivable from our external debtors divided by revenue and
multiplied by 365 days for 2007, 2008 and 2009 and 90 days for the three months ended March 31, 2010.

As of July 31, 2010, RMB170.7 million of our trade receivables as of March 31, 2010 were settled.

Trade and other payables

Our trade and other payables consist of trade payables, receipts in advance, other payables and accruals
and dividend payables. Trade payables mainly relate to the purchase of raw materials for our production, and
other payables and accruals mainly relate to the purchase of equipment and services. All dividend payables have
been fully settled with cash flow from operations. We generally enter into (i) framework agreements, which are
renewed automatically every year unless terminated or amended by the parties, pursuant to which we place
orders from time to time, or (ii) annual supply agreements which are renewed annually upon mutual agreement of
the parties, with our principal suppliers. For framework agreements, we set a range of price based on the volume
of purchases, and the actual purchase price and amount vary from order to order. For annual supply agreements,
purchase prices and amounts of raw materials are fixed. In line with market practice, our principal suppliers
usually provide us a credit term of 30 to 60 days, and we also make prepayments. See “Business — Raw
materials and suppliers” in this prospectus.

Our trade and other payables decreased from RMB156.8 million in 2007 to RMB68.9 million in 2008.
The decrease was primarily due to a decrease in dividend payables of RMB107.6 million. Our trade and other
payables increased from RMB68.9 million in 2008 to RMB152.3 million in 2009. The increase was primarily
due to an increase in dividend payables of RMB94.1 million. Our trade and other payables decreased to
RMB55.0 million in the three months ended March 31, 2010. The decrease was primarily due to a decrease in
dividend payables of RMB104.3 million.

The following table sets forth the breakdown of our trade and other payables as of December 31, 2007,
2008 and 2009 and March 31, 2010.

As of December 31, As of March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,552 4,332 5,176 8,291
Receipts in advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 167 131 1,259
Other payables and accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,204 54,022 42,412 45,204
Dividend payable to holders of ordinary shares . . . . . . . . . . . . . . 109,213 10,424 101,945 236
Dividend payable to holder of preference shares . . . . . . . . . . . . . 8,845 — 2,596 —
156,814 68,945 152,260 54,990

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FINANCIAL INFORMATION

The following table sets forth the aging analysis of our trade payables as of December 31, 2007, 2008 and
2009 and March 31, 2010.

As of December 31, As of March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Due within one month or on demand . . . . . . . . . . . . . . . . . . . . . . 2,248 4,045 4,991 7,233
Due after one month but within three months . . . . . . . . . . . . . . . . 102 50 44 823
Due after three months but within six months . . . . . . . . . . . . . . . 202 237 141 235
2,552 4,332 5,176 8,291

Our average trade payable turnover days increased from 11 days in 2007 to 21 days in 2008, 23 days in
2009 and 27 days in the three months ended March 31, 2010, resulting primarily from our increased purchases of
raw materials to increase our stock levels.

The following table sets forth our average trade payable turnover days for the years ended December 31,
2007, 2008 and 2009 and the three months ended March 31, 2010.

Three months
Year ended December 31, ended March 31,
2007 2008 2009 2010

Average trade payable turnover days(1) ...................... 11 21 23 27

Note:

(1) Average trade payable turnover days is equal to the average trade payable divided by direct costs of production and multiplied by 365
days for 2007, 2008 and 2009 and 90 days for the three months ended March 31, 2010. We had direct costs of production of RMB57.4
million, RMB60.9 million, RMB75.4 million and RMB22.3 million for the years ended December 31, 2007, 2008 and 2009 and the three
months ended March 31, 2010, respectively.

As of July 31, 2010, RMB7.1 million of our trade payables as of March 31, 2010 were settled.

LIQUIDITY AND CAPITAL RESOURCES

To date, we have financed our operations primarily through cash flow from operations, capital
contributions by our Shareholders, loans and government grants. As of March 31, 2010, we had RMB102.0
million in cash and cash equivalents. Our cash and cash equivalents consist primarily of cash on hand and bank
balances which are primarily held in Renminbi-denominated accounts with banks in China.

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FINANCIAL INFORMATION

The following table sets forth a summary of our cash flows for the years ended December 31, 2007, 2008
and 2009 and the three months ended March 31, 2009 and 2010.

Year ended December 31, Three months ended March 31,


2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Net cash generated from operating activities . . . . 150,065 277,177 202,917 39,589 30,663
Net cash used in investing activities . . . . . . . . . . . (30,956) (268,254) (33,968) (31,064) (13,526)
Net cash used in financing activities . . . . . . . . . . . (112,935) (251,463) (145,222) (19,284) (5,298)
Net increase/(decrease) in cash and cash
equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,174 (242,540) 23,726 (10,759) 11,839
Cash and cash equivalents at beginning of the
year/period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 303,699 309,852 66,461 66,461 90,194
Effect of foreign exchange rate changes . . . . . . . . (21) (851) 7 (24) (50)
Cash and cash equivalents at end of the year/
period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 309,852 66,461 90,194 55,678 101,983

Operating activities

During the Track Record Period, we derived net cash inflow from operations primarily through the
receipt of payments for the sales of our products. Our cash outflow from operations is used primarily for raw
material purchases, staff costs and miscellaneous expenses used in operating activities. Our net cash generated
from operating activities reflects our profit for the year, as adjusted for non-cash items such as depreciation and
equity-settled share-based compensation expenses, and the effects of changes in working capital such as increase
or decrease in trade and other receivables and trade and other payables.

Net cash generated from operating activities was RMB30.7 million in the three months ended March 31,
2010, which was primarily attributable to (i) profit before taxation of RMB94.7 million and (ii) an increase in
trade and other payables of RMB11.2 million, partially offset by (i) an increase in trade and other receivables of
RMB52.3 million, (ii) PRC income tax of RMB13.0 million, and (iii) PRC withholding tax of RMB11.9 million.

Net cash generated from operating activities was RMB202.9 million in 2009, which was primarily
attributable to (i) profit before taxation of RMB250.0 million, (ii) depreciation of RMB19.7 million, and
(iii) finance costs of RMB17.2 million, partially offset by (i) PRC income tax of RMB40.4 million, (ii) an
increase in trade and other receivables of RMB29.8 million, and (iii) a decrease in trade and other payables of
RMB12.3 million.

Net cash generated from operating activities was RMB277.2 million in 2008, which was primarily
attributable to (i) profit before taxation of RMB228.3 million, (ii) a decrease in trade and other receivables of
RMB29.5 million, (iii) an increase in trade and other payables of RMB18.0 million, and (iv) depreciation of
RMB16.3 million, partially offset by (i) PRC income tax of RMB19.9 million, and (ii) interest income on bank
deposits of RMB9.3 million.

Net cash generated from operating activities was RMB150.1 million in 2007, which was primarily
attributable to (i) profit before taxation of RMB113.7 million, (ii) finance costs of RMB44.2 million, (iii) equity-
settled share-based compensation expenses of RMB21.6 million, and (iv) depreciation of RMB13.4 million,
partially offset by (i) an increase in trade and other receivables of RMB33.5 million, (ii) PRC income tax of
RMB11.7 million, and (iii) interest income on bank deposits of RMB5.9 million.

Investing activities

Net cash used in investing activities was RMB13.5 million in the three months ended March 31, 2010,
which was primarily attributable to (i) payment for the purchase of fixed assets of RMB30.2 million in

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FINANCIAL INFORMATION

connection with our purchase of a building and machinery, and (ii) placement of deposits with banks with
original maturities over three months of RMB15.0 million, partially offset by proceeds from deposits with banks
with original maturities over three months of RMB31.0 million.

Net cash used in investing activities was RMB34.0 million in 2009, which was primarily attributable to
(i) placement of deposits with banks with original maturities over three months of RMB241.0 million,
(ii) payment for the purchase of fixed assets of RMB53.9 million in connection with our purchase of a parcel of
land and machinery, and (iii) payment for acquisition of MP Lifesciences Beijing of RMB3.5 million, partially
offset by (i) proceeds from deposits with banks original maturities over three months of RMB255.1 million, and
(ii) interest received of RMB9.2 million.

Net cash used in investing activities was RMB268.3 million in 2008, which was primarily attributable to
(i) placement of deposits with banks with original maturities over three months of RMB320.1 million,
(ii) payment for the purchase of fixed assets of RMB64.2 million in connection with our purchase of two
buildings, and (iii) payment for acquisition of MP Lifesciences Beijing of RMB4.5 million, partially offset by
(i) proceeds from deposits with banks with original maturities over three months of RMB115.0 million, and
(ii) interest received of RMB5.1 million.

Net cash used in investing activities was RMB31.0 million in 2007, which was primarily attributable to
payments for the purchase of fixed assets of RMB36.7 million in connection with our purchase of machinery,
partially offset by interest received of RMB5.9 million.

Financing activities

Net cash used in financing activities was RMB5.3 million in the three months ended March 31, 2010,
which was primarily attributable to (i) dividends paid of RMB104.3 million and (ii) interest paid of RMB1.2
million, partially offset by proceeds from new loans of RMB100.0 million.

Net cash used in financing activities was RMB145.2 million in 2009, which was primarily attributable to
(i) dividends paid of RMB127.2 million, and (ii) repayment of loans of RMB21.6 million, partially offset by
proceeds from shares issued under the Pre-IPO Share Option Schemes of RMB4.0 million.

Net cash used in financing activities was RMB251.5 million in 2008, which was primarily attributable to
(i) dividends paid of RMB250.0 million, and (ii) interest paid of RMB1.2 million, partially offset by proceeds
from shares issued under the Pre-IPO Share Option Schemes of RMB0.4 million.

Net cash used in financing activities was RMB112.9 million in 2007, which was primarily attributable to
(i) dividends paid of RMB121.9 million, and (ii) interest paid of RMB0.7 million, partially offset by proceeds
from new loans of RMB9.0 million.

Working capital

Our working capital as of December 31, 2007, 2008 and 2009 and March 31, 2010 was RMB318.0
million, RMB335.4 million, RMB305.2 million and RMB369.1 million, respectively.

We believe that our current cash and cash equivalents, cash flow from operations and the proceeds from
the Global Offering will be sufficient to meet our anticipated cash needs, including our cash needs for working
capital, research and development expenditures and capital expenditures, for at least the next 12 months from the
date of this prospectus. We may, however, require additional cash resources due to changing business conditions
or other future developments, including any investments or acquisitions we may decide to pursue. If our existing
cash resources are insufficient to meet our requirements, we may seek to sell additional equity securities, debt

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FINANCIAL INFORMATION

securities or borrow from banks. We cannot assure you that financing will be available in the amounts we need or
on terms acceptable to us, if at all. The sale of additional equity securities, including convertible debt securities,
would result in additional dilution to our shareholders. The incurrence of indebtedness would result in debt
service obligations and could result in operating and financial covenants that restrict our operations and our
ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as
required, our business, financial condition, results of operation and future prospects may be materially and
adversely affected. See “Risk Factors — Risks related to our Company — We may require additional capital in
the future, which may not be available on terms acceptable to us, or at all.” in this prospectus.

Net current assets

The following table sets forth our current assets and liabilities as of the dates indicated. As of July 31,
2010, the date being the latest practicable date for the purpose of the indebtedness statement in this prospectus,
we had net current assets of RMB175.5 million.

As of
As of December 31, As of March 31, July 31,
2007 2008 2009 2010 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Current Assets
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,714 48,476 56,695 64,698 72,603
Trade and other receivables . . . . . . . . . . . . . . . . . . . . . 137,512 114,636 143,817 196,517 240,509
Income tax recoverable . . . . . . . . . . . . . . . . . . . . . . . . — 358 — — —
Deposits with banks . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,940 207,569 193,595 177,595 32,601
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . 309,852 66,461 90,194 101,983 66,974
498,018 437,500 484,301 540,793 412,687
Current Liabilities
Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . 156,814 68,945 152,260 54,990 88,895
Short term loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,681 20,235 — 100,000 50,000
Long term loans (current portion) . . . . . . . . . . . . . . . . 12,070 434 448 452 458
Redeemable convertible preference shares . . . . . . . . . 70,070 72,078 82,262 83,976 93,433
Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,662 11,523 26,299 16,130 4,246
Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 839 920 142 138 132
250,136 174,135 261,411 255,686 237,164
Net current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 247,882 263,365 222,890 285,107 175,523

CAPITAL EXPENDITURE

We made capital expenditures of RMB36.7 million, RMB68.7 million, RMB58.3 million and RMB30.2
million in 2007, 2008 and 2009 and the three months ended March 31, 2010, respectively, primarily in
connection with our acquisition of land and buildings, and purchases of machinery and equipment for our
manufacturing facilities. Our capital expenditure in the three months ended March 31, 2010 was mainly in
connection with our purchase of a building and machinery. Our capital expenditure in 2009 was mainly in
connection with our purchase of a parcel of land on which we are currently constructing a new office complex for
our headquarters and principal manufacturing facilities. Our capital expenditure in 2008 was mainly in
connection with our purchase of two buildings. Our capital expenditure in 2007 was mainly in connection with
our purchase of plant and machinery and equipment. We also paid RMB4.5 million and RMB3.5 million in 2008
and 2009, respectively, in connection with our acquisition of MP Lifesciences Beijing to develop our diabetes
business.

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FINANCIAL INFORMATION

Our past capital expenditures were financed primarily through our cash flow from operations. We
estimate that our capital expenditures for the year ending December 31, 2010 will be approximately RMB185.6
million. We expect such capital expenditures to consist primarily of land and building construction costs and
purchases of machinery and equipment, and we expect to finance such capital expenditures primarily through a
combination of our current cash and cash equivalents, cash flow from operations, the proceeds from the Global
Offering and loans.

INDEBTEDNESS

As of March 31, 2010, our long-term indebtedness consisted of a 15-year term loan from the Shanghai
Municipal Financial Administration (“SMFA”) in the aggregate principal amount of RMB6.5 million bearing a
variable interest rate that is determined annually based on the annual deposit interest rate quoted by PBOC on
September 29 of each year plus 0.3%. MP Shanghai entered into this 15-year term loan agreement with SMFA in
September 2003. Interest expense is paid annually. We incurred interest expense of RMB0.8 million, RMB1.4
million, RMB0.6 million and RMB0.04 million for the years ended December 31, 2007, 2008 and 2009 and the
three months ended March 31, 2010, respectively. This loan is guaranteed by China Construction Bank, and is
payable in 11 installments of RMB0.6 million each on September 30 of each year, commencing from 2008, with
a four year concession period. The last installment is due on August 30, 2018. In addition, this loan is secured by
our buildings and pledged deposits of RMB30.6 million as of March 31, 2010 with a bank in the PRC.

In June 2006, MP Shanghai entered into an entrusted loan agreement with Shanghai Venture Capital Co.,
Ltd. (“Shanghai Venture”) and Shanghai Pudong Development Bank (“SPDB”), pursuant to which MP Shanghai
received a RMB21.0 million entrusted loan facility from Shanghai Venture granted through SPDB. This loan was
interest free and was repayable on June 30, 2008, which was later agreed to be deferred to March 31, 2009 (for
the RMB9.0 million drawn) and June 30, 2009 (for the RMB12.0 million drawn). This loan was guaranteed by
SPDB. Principal amounts of RMB12.0 million and RMB9.0 million were drawn down in June 2006 and
September 2007, respectively. This loan was repaid in full on March 31, 2009 (for the RMB9.0 million drawn)
and June 30, 2009 (for the RMB12.0 million drawn).

We also had short-term indebtedness in the form of bank loans of RMB100.0 million as of March 31,
2010.

The following table sets forth the repayment schedule of the foregoing loans as of December 31, 2007,
2008 and 2009 and March 31, 2010.

As of December 31, As of March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Within one year
— Short-term loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,681 20,235 — 100,000
— Long-term loans (current portion) . . . . . . . . . . . . . . . . . . . . . . 12,070 434 448 452
20,751 20,669 448 100,452
After one year but within two years . . . . . . . . . . . . . . . . . . . . . . . 434 448 462 465
After two years but within five years . . . . . . . . . . . . . . . . . . . . . . 1,386 1,429 1,473 1,484
After five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,193 2,702 2,196 2,213
5,013 4,579 4,131 4,162
25,764 25,248 4,579 104,614

As of July 31, 2010, the date being the latest practicable date for the purpose of the indebtedness
statement in this prospectus, we had indebtedness of RMB55.3 million, consisting of our 15-year term loan from

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FINANCIAL INFORMATION

SMFA of RMB5.3 million and our short-term loan of RMB50.0 million. Our Directors confirm that there has
been no material change in our Group’s indebtedness since July 31, 2010.

CONTRACTUAL OBLIGATIONS AND CONTINGENT LIABILITIES

The following table sets forth our capital commitments contracted for, and authorized but not contracted
for, but not provided in the financial statements as of December 31, 2007, 2008 and 2009 and March 31, 2010.
Capital commitments were incurred primarily in connection with the acquisition and construction of land and
building and purchases of machinery and equipment.

As of December 31, As of March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Contracted for . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,798 6,821 24,271 24,994
Authorized but not contracted for . . . . . . . . . . . . . . . . . . . . . . . . . — — 182,628 167,944
7,798 6,821 206,899 192,938

The following table sets forth our non-cancellable operating lease commitments as of December 31, 2007,
2008 and 2009 and March 31, 2010. Our operating lease commitments relate primarily to our leases of office
spaces and workspaces.

As of December 31, As of March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,774 1,134 1,005 989
After one year but within five years . . . . . . . . . . . . . . . . . . . . . . . 1,101 108 996 742
2,875 1,242 2,001 1,731

As of July 31, 2010, we had contractual obligations of RMB12.0 million mainly in connection with our
construction of a new office complex for our headquarters and principal manufacturing facilities. As of July 31,
2010, we did not have any material contingent liabilities. Our Directors confirm that there has been no material
change in our Group’s contingent liabilities since July 31, 2010.

Except as disclosed in this prospectus, as of the Latest Practicable Date, we did not have any outstanding
loan capital, bank overdraft, liabilities under acceptances or other similar indebtedness, debentures, mortgages,
charges, loans, acceptance credits, hire purchase commitments, guarantees or other contingent liabilities.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any special purpose entities that provide financing, liquidity, market risk or credit support
to us or engage in leasing, hedging or research and development services with us. We have not entered into any
financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition,
we have not entered into any derivative contracts that are indexed to our own Shares and classified as
shareholders’ equity, or that are not reflected in our financial statements. Moreover, we do not have any retained
or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market
risk support to such entity.

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FINANCIAL INFORMATION

BUSINESS COMBINATION

In June 2008, we completed our acquisition of MP Lifesciences Beijing (previously named as Beijing
Pangerui), a company established under the laws of the PRC, and MP Lifesciences Beijing became our indirectly
wholly owned subsidiary. We agreed to pay the selling shareholders of MP Lifesciences Beijing a cash
consideration of RMB8.0 million and an estimated contingent consideration amount of RMB2.5 million. See
“Accountants’ Report — Note 29” in Appendix I to this prospectus.

PREFERENCE SHARES

As part of our reorganization, in August 2006 we issued 1,229,817 preference shares to Otsuka
Pharmaceutical. The preference shares were granted, among others, the following rights, all of which will be
terminated upon the consummation of the Global Offering.

Dividend right

When dividends are declared and payable to the ordinary shareholders of our Company, Otsuka
Pharmaceutical is entitled to receive prioritized non-cumulative preferential cash dividends, pursuant to the
following: (i) when the dividends declared and payable by our Company for a year are equal to or less than
US$994,800, Otsuka Pharmaceutical is entitled to dividends equal to 50% of such distribution; and (ii) when the
dividends declared and payable by our Company for a year are greater than US$994,800, Otsuka Pharmaceutical
is entitled to dividends of (x) US$497,400, plus (y) pro-rata dividends based on the number of ordinary shares
into which the preference shares are convertible (immediately prior to such distribution) for the remaining
dividends in excess of US$994,800.

Redemption right

Otsuka Pharmaceutical is entitled, at its option, to require our Company to redeem all its preference
shares at a mutually agreed redemption price, by giving prior written notice to our Company.

As Otsuka Pharmaceutical is entitled to either (i) redeem the preference shares as discussed above or
(ii) convert the preference shares into 2% of the share capital of our Company on a fully-diluted basis as
discussed below, the redemption value of the preference shares was estimated to be 2% of our Group’s estimated
business enterprise value. A financial liability was recognized when the preference shares were issued. The
preference shares are remeasured at each balance sheet date and changes in fair value are charged to profit or
loss. The estimated fair value of the preference shares as of December 31, 2007, 2008 and 2009 and March 31,
2010 was RMB70.1 million, RMB72.1 million, RMB82.3 million and RMB84.0 million, respectively.

Conversion right

Otsuka Pharmaceutical is entitled, at its option, to require our Company to convert all its preference
shares into ordinary shares of our Company, by giving prior written notice to our Company. Such conversion, if
made, shall be conducted in a manner so that after such conversion, the number of converted ordinary shares held
by Otsuka Pharmaceutical will constitute 2% of the share capital of our Company on a fully-diluted basis.

In addition, all of our preference shares will automatically convert into ordinary shares on a one-to-one
basis upon the consummation of the Global Offering. When the preference shares are converted into ordinary
shares of our Company, the carrying amount of the preference shares at the conversion date will be reclassified to
equity.

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FINANCIAL INFORMATION

Liquidation preference

On a distribution of assets of our Company on a winding up or other return of capital (other than on a
redemption or repurchase of shares), Otsuka Pharmaceutical is first entitled to an amount up to the aggregate
purchase consideration paid for its preference shares and all arrears (if any) of the preference dividends and
interest at the rate of 0.05% per day thereon, and then to participate in the distribution of any surplus of assets of
our Company pro-rata with the holders of the ordinary shares based on the number of ordinary shares into which
the preference shares are convertible (immediately prior to such distribution).

See “Company History and Reorganization — Rights of holder of our preference shares” in this
prospectus and “Accountants’ Report — Note 25” in Appendix I to this prospectus.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Credit risk

Our credit risk is primarily attributable to trade and other receivables, cash at banks and deposits with
banks. Our management has a credit policy in place, and our exposure to credit risk is monitored on an ongoing
basis. See “Business — Sales, marketing and distribution network” in this prospectus for our credit policy with
respect to trade and other receivables. We only place deposits with banks and financial institutions which we
believe are of a high credit rating. We have concentration of credit risk to a certain extent as 34%, 26%, 22% and
27% of our trade and other receivables as of December 31, 2007, 2008 and 2009 and March 31, 2010,
respectively, was due from our largest distributor, and 77%, 62%, 49% and 63% of our trade and other
receivables as of December, 2007, 2008 and 2009 and March 31, 2010, respectively, was due from our five
largest distributors.

Liquidity risk

Our policy is to regularly monitor our liquidity requirements to ensure that we maintain sufficient reserve
of cash and adequate committed lines of funding from major banks and financial institutions to meet our liquidity
requirements in the short and long term. As of March 31, 2010, our financial liabilities, consisting of bank loans,
trade and other payables and preference shares, had a carrying amount of RMB159.6 million, of which
RMB155.7 million is due within one year or on demand. These amounts include the fair value of the preference
shares, which is subject to mutual agreement and is not a stated contractual amount due on demand. Beside the
preference shares which are stated at fair value, all other amounts are based on the contractual undiscounted cash
flows. We are exposed to liquidity risk to the extent we have insufficient cash or other sources of funding to
satisfy these or other liabilities we may incur from time to time.

Interest rate risk

Our interest rate risk arises primarily from cash at bank, deposits with banks, short term and long term
borrowings issued at variable or fixed rates that expose us to cash flow interest rate risk and fair value interest
rate risk. Our management monitors our interest rate profile. We have not historically used, and do not expect to
use in the future, any derivative financial instruments to manage our interest risk exposure.

As of December 31, 2007, 2008 and 2009 and March 31, 2010, it is estimated that a general increase/
decrease of 100 basis points in interest rates, with all other variables held constant, would have decreased/
increased our profit for the year/period and retained earnings by approximately RMB2.8 million, RMB0.6
million, RMB0.7 million and RMB0.2 million, respectively.

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FINANCIAL INFORMATION

Currency risk

Most of our assets and liabilities are denominated in RMB, and we conduct our business transactions
principally in RMB. However, we are exposed to currency risk primarily through sales and purchases which give
rise to receivables, payables and cash balances that are denominated in a foreign currency. The currencies giving
rise to this risk are primarily Euros and U.S. dollars. We do not believe that we currently have any significant
direct foreign currency exchange rate risk and have not hedged exposures denominated in foreign currencies or
any other derivative financial instruments.

Inflation/Deflation

According to the China Statistic Bureau, China’s overall national inflation/deflation rate, as represented
by changes in the general consumer price index, was approximately 4.8%, 5.9% and (0.7)% for the years ended
December 31, 2007, 2008 and 2009, respectively. Although there can be no assurance as to the impact in future
periods, inflation/deflation has not had a material effect on our business during the Track Record Period.

RELATED PARTY TRANSACTIONS

With respect to the related party transactions as set out in “Accountants’ Report — Note 28” in
Appendix I to this prospectus, our Directors confirm that these transactions were conducted on normal
commercial terms and/or on terms that are not less favorable than terms available from independent third parties
which are considered fair and reasonable and in the interest of our Shareholders.

UNAUDITED PRO FORMA ADJUSTED NET TANGIBLE ASSETS

The unaudited pro forma statement of our adjusted net tangible assets as of March 31, 2010 is as follows.

Unaudited Unaudited
Consolidated net Unaudited pro forma pro forma
tangible assets Estimated net pro forma adjusted net adjusted net
of our Group as of proceeds from the adjusted net tangible assets tangible assets
March 31, 2010(1) Global Offering(2) tangible assets per Share per Share(3)
RMB’000 RMB’000 RMB’000 RMB (Equivalent to HK$)
Based on the offer price of
HK$4.60 per Share . . . . . . . . . . 456,966 931,679 1,388,645 0.99 1.13
Based on the offer price of
HK$6.10 per Share . . . . . . . . . . 456,966 1,248,890 1,705,856 1.21 1.39
Notes:

(1) The consolidated net tangible assets of our Group as of March 31, 2010 is compiled based on the consolidated financial information
included in the Accountants’ Report as set out in Appendix I to this prospectus, which is based on the consolidated net assets of
RMB468.9 million less goodwill and intangible assets of RMB11.9 million.

(2) The estimated net proceeds from the Global Offering are based on the Offer Price of HK$4.60 or HK$6.10, being the low or high end of
the stated offer price range, per Offer Share after deduction of the underwriting fees and other related expenses payable by our Group
and takes no account of any Shares which may be issued upon the exercise of the Over-allotment Option.

(3) The unaudited pro forma adjusted net tangible assets per Share is arrived at after the adjustments referred to above and on the basis that
1,404,112,340 Shares are in issue following the Global Offering (including the effect of the conditional 10-for-1 share split and the
automatic conversion of preference shares) but takes no account of any Shares which may be issued upon the exercise of the options
under the Pre-IPO Share Option Schemes and Over-allotment Option. The unaudited pro forma adjusted net tangible assets per Share is
converted to Hong Kong dollars at an exchange rate of RMB0.8744 to HK$1.00, the prevailing rate quoted by PBOC on September 3,
2010. You should not construe such conversion as a representation that the RMB amounts could actually be converted into HK dollar
amounts as the rate indicated, or at all.

(4) The calculation of the unadjusted pro forma net tangible assets does not take into account the dividend amounting to RMB176.1 million
which was approved by our Board and paid in July 2010.

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FINANCIAL INFORMATION

PROFIT ESTIMATE

Our Directors estimate that, in the absence of unforeseen circumstances and on the bases set out in “Profit
Estimate” in Appendix III to this prospectus, our Group’s profit after taxation for the six months ended June 30,
2010 is unlikely to be less than RMB140 million. The profit estimate for the six months ended June 30, 2010 is
the best estimate of our Directors and prepared by us based on our consolidated financial statements for the three
months ended March 31, 2010, included in the Accountants’ Report as set out in Appendix I to this prospectus,
and our unaudited consolidated management accounts for the three months ended June 30, 2010. We have
undertaken to the Hong Kong Stock Exchange that our interim financial report for the six months ended June 30,
2010 will be audited pursuant to Rule 11.18 of the Listing Rules.

On a pro forma basis and on the assumption that our Group had been listed since January 1, 2010 and a
total of 1,404,112,340 Shares were issued and outstanding during the entire six months ended June 30, 2010
(taking no account of any Shares which may be issued upon exercise of the Pre-IPO Share Option Schemes and
the Over-allotment Option), the estimated earnings per Share for the six months ended June 30, 2010 is unlikely
to be less than RMB0.10.

DIVIDEND POLICY

During the Track Record Period, our Board has declared and distributed dividends from time to time. We
declared dividends to holders of our Shares in the amount of RMB226.1 million, RMB136.6 million and
RMB215.7 million in 2007, 2008 and 2009, respectively, all of which have been fully settled. For the same
periods, we also declared dividends of RMB13.8 million, RMB5.8 million and RMB5.7 million to Otsuka
Pharmaceutical as holder of our preference shares which were recorded as finance costs, all of which have been
fully settled. No interim dividends were declared during the three months ended March 31, 2010. In July 2010,
our Board declared dividends of RMB171.2 million and RMB4.9 million to holders of our Shares and Otsuka
Pharmaceutical as holder of our preference shares, respectively, all of which have been fully settled. For the
avoidance of doubt, holders of Offer Shares will not be entitled to any of these dividends.

Our historical dividend distributions are not indicative of our future dividend policy. Our Board may
declare dividends in the future after taking into account our operation, earnings, financial condition, cash
requirements and availability and other factors as it may deem relevant at such time. Any declaration and
payment as well as the amount of dividends will be subject to our constitutional documents and the Cayman
Companies Law. Our Shareholders in general meeting must approve any declaration of dividends, which must
not exceed the amount recommended by our Board. In addition, our Directors may from time to time pay such
interim dividends as appear to our Board to be justified by our profits, or special dividends of such amounts and
on such dates as they think fit. No dividends shall be declared or payable except out of our profits and reserves
lawfully available for distribution. Our future declaration of dividends may or may not reflect our historical
declaration of dividends and will be at the absolute discretion of our Board.

Future dividend payments will also depend upon the availability of dividends received from our PRC
subsidiaries. PRC laws require that dividends be paid only out of the net profit calculated according to PRC
GAAP, which differ in certain aspects from HKFRS. PRC laws also require a wholly owned foreign enterprise,
such as our PRC operating subsidiaries, to transfer at least 10% of its net profit (after offsetting the prior year’s
losses) to a statutory reserve until the reserve balance reaches 50% of the registered capital. The transfer to its
reserve must be made before distribution of dividends to its equity holders. Distribution from our PRC operating
subsidiaries may also be restricted if they incur losses or in accordance with any restrictive covenants in bank
credit facilities, convertible bond instruments or other agreements that we or our PRC operating subsidiaries may
enter into in the future. The statutory reserve of MP Shanghai has already reached 50% of its registered capital.

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FINANCIAL INFORMATION

DISTRIBUTABLE RESERVES

As of March 31, 2010, we had reserves of RMB411.2 million available for distribution to our
Shareholders of our Company.

DISCLOSURE REQUIRED UNDER THE LISTING RULES

Our Directors confirm that as of the Latest Practicable Date, there had been no circumstances that would
give rise to the disclosure requirement under Rules 13.13 to 13.19 of the Listing Rules.

NO MATERIAL ADVERSE CHANGE

Our Directors confirm that there has been no material adverse change in our financial or trading position
or prospects since March 31, 2010.

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FUTURE PLANS AND USE OF PROCEEDS

FUTURE PLANS

Please see “Business — Strategies” in this prospectus for a detailed description of our future plans.

USE OF PROCEEDS

We estimate that the aggregate net proceeds to us from the Global Offering (after deducting underwriting
fees and estimated expenses payable by us in connection with the Global Offering, and assuming an Offer Price
of HK$5.35 per Share, being the mid-point of the indicative Offer Price range) will be approximately
HK$1,246.9 million, assuming the Over-allotment Option is not exercised. We currently intend to apply such net
proceeds in the following manner:

Š approximately 50%, or HK$623.4 million, to expand our product offerings, including enhancing our
research and development (including conducting clinical trials and obtaining both domestic and
international regulatory approvals), with a particular focus on new product lines to diversify our
business, as well as acquiring businesses or acquiring or licensing products and technologies that we
believe could complement our existing capabilities; in this regard, we expect to invest approximately
HK$100 million to finance the ongoing clinical trials of our third generation drug-eluting stent,
Firehawk, and ongoing research of our fourth generation drug-eluting stent as well as several other
cardiovascular and other vascular products. As of the Latest Practicable Date, our Directors confirm
that our Company has not entered into any agreement nor do we have any definite plans at present in
relation to any potential acquisitions of businesses or potential acquisitions or licensing of products
and technologies;

Š approximately 25%, or HK$311.7 million, to expand our production facilities, including


approximately HK$250.0 million for completion of a new office complex for our headquarters and
principal manufacturing facilities which is expected to be completed in 2012 and have an estimated
annual production capacity of approximately 700,000 to 1,000,000 units of stents and catheters, and
purchase of production and testing equipment;

Š approximately 20%, or HK$249.4 million, to expand our sales, marketing and distribution activities
in China and worldwide in particular the Asia Pacific region (excluding China) and Europe,
including expanding and enhancing our sales, marketing and distribution network by adding more
staff and hiring more distributors and performing multi-center post-launch clinical studies on our
principal products such as drug-eluting stents, enhancing our brand name and market position and
increasing training and education of physicians regarding our products by establishing training and
education centers in China and other activities such as promoting public awareness and early
detection of chronic diseases and post-procedure patient care and services; and

Š approximately 5%, or HK$62.3 million, to fund working capital and for other general corporate
purposes.

To the extent our net proceeds are either more or less than expected, we will adjust our allocation of the
net proceeds for the above purposes on a pro rata basis.

If the Over-allotment Option is exercised in full, the additional net proceeds of approximately HK$194.1
million, assuming an Offer Price of HK$5.35 per Share, being the mid-point of the indicative Offer Price range,
will be applied in the manner and the proportions stated above.

Pending use of the net proceeds, we intend to invest our net proceeds in short-term, interest-bearing debt
instruments or bank deposits.

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UNDERWRITING

UNDERWRITERS

Hong Kong Underwriters

Credit Suisse

Piper Jaffray Asia Securities

International Purchasers

Credit Suisse

Piper Jaffray Asia Securities

UNDERWRITING

This prospectus is published solely in connection with the Hong Kong Public Offering. The Hong Kong
Public Offering is fully underwritten by the Hong Kong Underwriters on a conditional basis. The International
Offering is expected to be fully underwritten by the Joint Bookrunners. If, for any reason, the offer price is not
agreed among us and the Joint Bookrunners by the Price Determination Date but, in any event not later than
September 21, 2010, the Global Offering will not proceed. The Global Offering comprises the Hong Kong Public
Offering of initially 25,274,000 Hong Kong Offer Shares and the International Offering of initially 277,466,000
International Offer Shares, subject, in each case, to reallocation on the basis as described in “Structure of the
Global Offering” in this prospectus as well as to the Over-allotment Option in the case of the International
Offering.

RESTRICTIONS ON THE OFFER SHARES

Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering will be
required, or deemed by his acquisition of Shares to confirm, that he is aware of the restrictions on offers of the
Offer Shares described in this prospectus. No action has been taken to permit a public offering of the Offer
Shares other than in Hong Kong, or the distribution of this prospectus in any jurisdiction other than Hong Kong.
Accordingly, this prospectus may not be used for the purpose of, and does not constitute, an offer or invitation in
any jurisdiction or in any circumstances in which such an offer or invitation is not authorized or to any person to
whom it is unlawful to make such an offer or invitation.

UNDERWRITING ARRANGEMENTS AND EXPENSES

Hong Kong Public Offering

Hong Kong Underwriting Agreement

The Hong Kong Underwriting Agreement was entered into on September 10, 2010. Pursuant to the
Hong Kong Underwriting Agreement, our Company is offering initially 25,274,000 Hong Kong Offer Shares for
subscription by the public in Hong Kong on and subject to the terms and conditions of this prospectus and the
Application Forms.

Subject to the Listing Committee granting listing of, and permission to deal in, the Shares in issue and to
be issued pursuant to the Global Offering as mentioned herein (including any Shares which may be issued or sold
under the Over-allotment Option and any Shares which may be issued pursuant to the exercise of options granted
or to be granted under the Pre-IPO Share Option Schemes or the Share Option Scheme), and to certain other
conditions set out in the Hong Kong Underwriting Agreement, each Hong Kong Underwriter has agreed to

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UNDERWRITING

subscribe or procure subscriptions for its respective applicable proportions of the Hong Kong Offer Shares now
being offered but which are not taken up under the Hong Kong Public Offering on the terms and conditions of
this prospectus, the Application Forms and the Hong Kong Underwriting Agreement.

The Hong Kong Underwriting Agreement is conditional on and subject to, among other things, the
International Purchase Agreement having been signed and becoming unconditional.

Grounds for termination

The Hong Kong Offer Shares under the Hong Kong Underwriting Agreement are subject to termination
by notice in writing from the Joint Bookrunners to our Company if any of the following events shall have
occurred prior to 8:00 a.m. on the day on which dealings in the Shares first commence on the Hong Kong Stock
Exchange:

(a) (i) any change (whether or not permanent) or development involving any prospective change or
any event or series of events resulting or likely to result in any change (whether or not
permanent) or development involving any prospective change (whether or not permanent) in
local, national, regional or international financial, monetary, exchange, fiscal, economic,
industrial, trading, political, military, regulatory or equity or financial market conditions in or
affecting Hong Kong, the PRC, the United States, any member of the European Union or Japan
shall have occurred, happened or come into effect;

(ii) (1) any suspension or material limitation on dealings or trading in shares or securities generally
on the Hong Kong Stock Exchange, the Shanghai Stock Exchange, the New York Stock
Exchange, Inc., NASDAQ, the London Stock Exchange, Euronext, and/or the Tokyo Stock
Exchange shall have been imposed or declared or (2) any disruption of settlements of securities
or clearance services relating to trading on the Hong Kong Stock Exchange, the Shanghai Stock
Exchange, the New York Stock Exchange, Inc., NASDAQ, the London Stock Exchange,
Euronext, and/or the Tokyo Stock Exchange or any general moratorium on or disruption in
commercial banking activities or foreign exchange trading in or affecting Hong Kong, the PRC,
the United States, any member of the European Union and/or Japan shall have occurred;

(iii) any new law or any change (whether or not forming part of a series of changes) in existing laws
or any change in the interpretation or application thereof by any court or other competent
authority of Hong Kong, the PRC, the United States, any member of the European Union and/or
Japan shall have been introduced or effected;

(iv) any change or development involving any prospective change or event or series of events
resulting or likely to result in any change or development involving any prospective change in
taxation or exchange control or in the implementation of any exchange control restrictions or
foreign investment regulations in Hong Kong, the PRC, the United States, any member of the
European Union and/or Japan shall have occurred;

(v) any event, or series of events, in the nature of force majeure, including without limitation, any
act of God, act of government, outbreak or escalation of hostilities whether or not war is or has
been actually declared, state of emergency, civil commotion, fire, flooding, snowstorm,
sandstorm, earthquake, explosion, epidemic or pandemic outbreaks of infectious disease
(including but not limited to outbreaks of SARS, H5N1, H1N1, or any other related or mutated
forms of the same in Hong Kong or any part of the PRC), act of terrorism, lockdown of airspace
or other modes of transportation, strike or lockout in or affecting Hong Kong, the PRC, the
United States, any member of the European Union and/or Japan shall have occurred, happened,
been declared or come into effect;

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UNDERWRITING

(vi) economic or other sanctions, in whatever form and whether direct or indirect, shall have been
imposed by the United States, the European Union and/or Japan or any entity which is material
to the revenues or operations of our Group (whether or not such entity is a member of our
Group) or with respect of any territory in which such entity came on a substantive part of its
business;

(vii) any other change or development or event or series of events resulting or likely to result in any
change or development in each case involving any prospective change in the condition
(financial or otherwise), business, properties or results of operations of our Group as a whole or
affecting an investment in the Offer Shares;

which, in the sole and absolute opinion of the Joint Bookrunners:

(1) has or will have or is likely to have a material adverse effect on the condition (financial or
otherwise), business, properties, trading position or results of operations or prospects of our
Group as a whole; or

(2) has or will or is likely to have a material adverse effect on the pricing, marketability and level
of applications in respect of and/or successful completion of the Global Offering; or

(3) is or will or may make it impracticable, inadvisable or inexpedient or commercially not viable
(A) for any material part of the Hong Kong Underwriting Agreement, the Hong Kong Public
Offering and/or the Global Offering to be performed or implemented as envisaged or (B) to
proceed with the Hong Kong Public Offering and/or the Global Offering on the terms and in the
manner contemplated in this prospectus and under applicable Laws; or

(b) it comes to the notice of any of the Hong Kong Underwriters that:

(i) any of the representations, warranties and undertakings set out in the Hong Kong Underwriting
Agreement is untrue, inaccurate, misleading or breached when given or repeated;

(ii) any statement contained in the Hong Kong Public Offering Documents, the formal notice or any
announcement in connection with the Global Offering issued by our Company including any
supplement or amendment thereto was or is untrue, inaccurate or misleading, or any matter
arises or is discovered which would, if the prospectus were to be issued or distributed at that
time, constitute a material omission therefrom;

(iii) there has been a breach on the part of any of our Company or the Covenantors of any of the
provisions of the Hong Kong Underwriting Agreement or the International Underwriting
Agreement; or

(iv) any event, act or omission which gives rise to or is likely to give rise to any liability on the part
of any of our Company or the Covenantors pursuant to the indemnity contained in the Hong
Kong Underwriting Agreement shall have occurred.

Undertakings

We have undertaken to the Hong Kong Stock Exchange that, save in connection with the Global Offering
(including pursuant to the Over-allotment Option), no further Shares or securities convertible into our equity
securities (whether or not a class already listed) will be issued by us or form the subject of any agreement to such
an issue by us within six months from the Listing Date (whether or not such issue of Shares or our securities will

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UNDERWRITING

be completed within six months from the commencement of dealings in our Shares on the Hong Kong Stock
Exchange), except in the circumstances prescribed by Rule 10.08 of the Listing Rules.

We have additionally undertaken to each of the Joint Bookrunners and the Joint Sponsors pursuant to the
Hong Kong Underwriting Agreement, that, we shall not and each of the Covenantors has undertaken to the Joint
Bookrunners and the Joint Sponsors that it will procure that they shall not:

(a) except pursuant to the Global Offering (including pursuant to the Over-allotment Option) or to the
adoption of the sub-division of the 498,770,183 issued and unissued ordinary shares with a par value
of US$0.0001 each into ten Shares and the sub-division of 1,229,817 issued and unissued preference
shares with a par value of US$0.0001 each into ten Shares and the conversion of all the preference
shares in the Company into Shares which we plan to carry out upon the completion of the Global
Offering, or any Shares which may be issued pursuant to the exercise of options granted or to be
granted under the Pre-IPO Share Option Schemes or the Share Option Scheme or similar
arrangement under Chapter 17 of the Listing Rules or with the prior written approval of the Joint
Bookrunners and the Joint Sponsors, and subject always to the provisions of the Listing Rules, offer,
allot, issue or sell, or agree to allot, issue or sell, grant or agree to grant any option, right or warrant
over, or otherwise dispose of, either directly or indirectly, conditionally or unconditionally, any
Shares or interests or securities convertible into or exchangeable or exerciseable for such Shares or
enter into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any Shares or such securities (whether any of the foregoing
transactions is to be settled by delivery of Shares or such securities, in cash or otherwise) or
announce any intention to effect any such transaction or repurchase or offer to repurchase any of the
same during the period commencing from the date of the Hong Kong Underwriting Agreement up to
and including the date falling six months after the Listing Date (the “Underwriting Six Month
Period”);

(b) do, at any time during the period of six months immediately following the expiry of the
Underwriting Six Month Period, any of the acts set out in paragraph (a) above such that the
Controlling Shareholder directly or indirectly ceases to be controlling shareholder of our Company
(within the meaning of the Listing Rules); and

(c) do, at any time during the period of six months immediately following the expiry of the
Underwriting Six Month Period, any of the acts set out in paragraph (a) above unless steps are also
taken to ensure that such act will not create a disorderly or false market for any Shares or other
securities of our Company or any interest therein.

In accordance with Rule 10.07(1) of the Listing Rules, each of our Controlling Shareholder and Otsuka
Holdings has irrevocably and unconditionally undertaken to us and the Hong Kong Stock Exchange that except
pursuant to the Global Offering (including pursuant to the Over-allotment Option), it will not (and shall procure
that its registered holder(s) from time to time will not) (i) in the period commencing from the Latest Practicable
Date and ending on the date which is six months from the Listing Date, dispose of, nor enter into any agreement
to dispose of or otherwise create any options, rights, interest or encumbrances in respect of, any of the Shares in
respect of which it is shown by this prospectus to be the beneficial owner; and (ii) in the period of six months
commencing from the date on which the period referred to in paragraph (i) above expires, dispose of, nor enter
into any agreement to dispose of or otherwise create any options, rights, interest or encumbrances in respect of,
any of our Shares referred to in paragraph (i) above if, immediately following such disposal or upon the exercise
or enforcement of such options, rights, interests or encumbrances, it would then cease to be a controlling
shareholder as defined under the Listing Rules.

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UNDERWRITING

Each of our Controlling Shareholder and Otsuka Holdings has further irrevocably and unconditionally
undertaken to us and the Hong Kong Stock Exchange that it will, within a period of 12 months from the Listing
Date, immediately inform us and the Hong Kong Stock Exchange of:

(a) any pledges or charges of any Shares or securities of our Company beneficially owned by it in favor
of any authorized institution (as defined as the Banking Ordinance, Chapter 155 of the Laws of Hong
Kong), as permitted under the Listing Rules, and the number of such Shares or securities of our
Company so pledged or charged; and

(b) any indication received by it, either verbal or written, from any pledgee or chargee of any of our
Shares or other securities of our Company pledged or charged that any of such Shares or other share
capital will be sold, transferred or disposed of.

We will also inform the Hong Kong Stock Exchange as soon as we have been informed of the above
matters (if any) by our Controlling Shareholder and/or Otsuka Holdings and disclose such matters in accordance
with the publication requirements under the Listing Rules as soon as possible after being so informed by our
Controlling Shareholder and/or Otsuka Holdings.

Each of the Covenantors has additionally undertaken to each of the Joint Bookrunners and the Joint
Sponsors that it and its associates (as defined in the Listing Rules) and its affiliates (as defined in the Hong Kong
Underwriting Agreement) will not, without the prior written consent of the Joint Bookrunners and the Joint
Sponsors during the Underwriting Six Month Period, directly or indirectly (a) offer for sale, sell, transfer,
contract to sell or otherwise dispose of (including without limitation by creation of any option, right, warrant to
purchase or otherwise transfer or dispose of, or any lending, charges, pledges, encumbrances over) any of the
Shares or such interests, or any securities convertible into or exchangeable or exerciseable for or that represent
the right to receive any of the Shares or interests, or options for any such Shares, interests or securities, or (b)
enter into any swap, derivative or other arrangement that is designed to, or might reasonably be expected to,
result in the transfer to another, in whole or in part, any of the economic consequences of the acquisition or
ownership of whether settled by actual delivery, in cash or otherwise any of the Shares or interests or other
securities, (c) announce any intention to effect any such transaction described in (a) or (b), in respect of which it
is shown in this prospectus to be the beneficial owner whether directly or indirectly or any beneficial interest
therein.

The Controlling Shareholder has further undertaken to each of the Joint Bookrunners and the Joint
Sponsors that:

(a) it will not conduct, at any time during the period of six months immediately following the expiration
of the Underwriting Six Month Period, any of the acts set out in the immediately preceding
paragraph above (i) such that it directly or indirectly ceases to be controlling shareholder of our
Company (within the meaning of the Listing Rules); (ii) unless steps are also taken to ensure that
such act will not create a disorderly or false market for any Shares or other securities of our
Company or any interest therein;

(b) if and when it pledges or charges, directly or indirectly, any Shares or other securities of our
Company beneficially owned by it at any time prior to the expiration of the period of six months
immediately following the expiration of the Underwriting Six Month Period, immediately inform
our Company, the Joint Bookrunners and the Joint Sponsors in writing of such pledge or charge
together with the number of such Shares or other securities so pledged or charged, and if and when it
receives indication, either verbal or written, from any such pledgee or chargee that any securities in
our Company pledged or charged by it will be disposed of, immediately inform our Company, the
Joint Bookrunners and the Joint Sponsors in writing of such indication; and

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(c) it or any of its associates (as defined in the Listing Rules) or its affiliates (as defined in the Hong
Kong Underwriting Agreement) and any registered holders acting on its behalf or on their behalf or
any nominees or trustees holding on its behalf or on their behalf shall comply with all applicable
restrictions and requirements under the Listing Rules relating to any disposal of any Shares or other
securities of our Company in respect of which it is or they are shown in this prospectus to be the
beneficial owner whether directly or indirectly or any beneficial interest therein.

International Offering

International Purchase Agreement

In connection with the International Offering, our Company expects to enter into the International
Purchase Agreement with, among other parties, the International Purchasers. Under the International Purchase
Agreement, the International Purchasers would, subject to certain conditions set out therein, severally and not
jointly agree to purchase the International Offer Shares or procure purchasers for the International Offer Shares.

Under the International Purchase Agreement, our Company expects to grant to the International
Purchasers the Over-allotment Option, exercisable by the Sole Global Coordinator on behalf of the International
Purchasers at any time from the Listing Date up to (and including) the date which is the 30th day after the last
date for the lodging of Application Forms under the Hong Kong Public Offering, to require our Company to allot
and issue up to an aggregate of 37,911,000 additional Shares, representing in aggregate not more than 15% of the
number of Offer Shares initially available under the Global Offering. These additional Shares will be issued or
sold at the Offer Price and used to cover over-allocation, if any, in the International Offering.

Underwriting commission and expenses

The International Purchasers and Hong Kong Underwriters will receive a commission of 4.3% of the
aggregate Offer Price of all the Offer Shares (including any Shares to be issued or sold pursuant to the
Over-allotment Option), out of which they will pay any sub-underwriting commission. Excluding the
commission payable to the International Purchasers and the Hong Kong Underwriters, the aggregate of the Hong
Kong Stock Exchange listing fees, the Hong Kong Stock Exchange trading fee, the SFC transaction levy, legal
and other professional fees, printing and other expenses relating to the Global Offering are currently estimated to
be about HK$47 million (based on an Offer Price of HK$5.35 per Share, being the mid-point of the stated range
of the Offer Price between HK$4.60 and HK$6.10 per Share, and on the assumption that the Over-allotment
Option is not exercised). For unsubscribed Hong Kong Offer Shares reallocated to the International Offering, we
will pay an underwriting commission at the rate applicable to the International Offering and such commission
will be paid to the Hong Kong Underwriters and the relevant International Purchasers.

We and the Covenantors have agreed to indemnify the Hong Kong Underwriters for certain losses which
they may suffer, including losses incurred from their performance of their obligations under the Hong Kong
Underwriting Agreement and any breach by us and/or the Covenantors of the Hong Kong Underwriting
Agreement.

Deed of lock-up

A number of our current significant Shareholders and senior management members who hold options
convertible into Shares (together the “Locked-up Members”) will enter into a deed of lock-up in favor of our
Company, the Joint Sponsors and the Joint Bookrunners, pursuant to which each of the Locked-up Members
severally undertakes to each of our Company, the Joint Sponsors and the Joint Bookrunners that during the period

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commencing from the date of the deed up and to and including the date falling six months after the Listing Date (the
“Lock-up Period”), the Locked-up Member shall not, without the prior written consent of any of our Company, the
Joint Sponsors and Joint Bookrunners, and will procure that none of its associates will, directly or indirectly (a)
offer for sale, sell, transfer, contract to sell or otherwise dispose of, including without limitation by creation of any
option, right, warrant to purchase or otherwise transfer or dispose of, or any lending, charges, pledges,
encumbrances over, any of our Company’s Shares or such interests, or any securities convertible into or
exchangeable or exerciseable for or that represent the right to receive any of the Company’s Shares or interests, or
options for any such shares, interests or securities, whether owned at the date hereof or hereafter acquired by it or its
associates (as defined in the Listing Rules) during the Lock-up Period or with respect to which the undersigned or
its associates (as defined in the Listing Rules) has or hereafter acquire the powers of disposition, or (b) enter into
any swap, derivative or other arrangement that is designed to, or might reasonably be expected to, result in the
transfer to another, in whole or in part, any of the economic consequences of the acquisition or ownership of
whether settled by actual delivery, in cash or otherwise) any of such shares or interests other securities, in cash or
otherwise, or (c) announce any intention to effect any such transaction described in (a) or (b). In the aggregate, the
Locked-up Members will beneficially own 80.7% of our Company’s outstanding Shares immediately following the
Global Offering (assuming that the Over-allotment Option and the options granted under the Share Option Schemes
will not be exercised).

Hong Kong Underwriters’ independence

Save for its obligation under the Hong Kong Underwriting Agreement and as disclosed in this prospectus,
none of the Hong Kong Underwriters has any shareholding interests in our Company or in any other member of
our Group or any right or option (whether legally enforceable or not) to subscribe for or to nominate persons to
subscribe for securities in any member of our Group.

Following the completion of the Global Offering, the Hong Kong Underwriters and their affiliated
companies may hold a certain portion of the Shares as a result of fulfilling their obligations under the Hong Kong
Underwriting Agreement.

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THE GLOBAL OFFERING

This prospectus is published in connection with the Hong Kong Public Offering which forms part of the
Global Offering. The Global Offering comprises:

(a) the Hong Kong Public Offering of an initial 25,274,000 Shares (subject to adjustment as mentioned
below) in Hong Kong as described in “— The Hong Kong Public Offering” below; and

(b) the International Offering of an aggregate of initially 227,466,000 Shares (subject to re-allocation
and the Over-allotment Option as mentioned below) (a) in the United States to QIBs in reliance on
Rule 144A or another exemption under the U.S. Securities Act; and (b) outside the United States in
reliance on Regulation S.

Credit Suisse (Hong Kong) Limited is the Sole Global Coordinator. Credit Suisse (Hong Kong) Limited
and Piper Jaffray Asia Securities Limited are the Joint Bookrunners and the Joint Lead Managers. Credit Suisse
and Piper Jaffray Asia Limited are the Joint Sponsors.

Investors may apply for the Hong Kong Offer Shares under the Hong Kong Public Offering or apply for
or indicate an interest, if qualified to do so, for the International Offer Shares under the International Offering,
but may not do both.

The Offer Shares will represent approximately 18.0% of the enlarged issued share capital of our
Company immediately after the completion of the Global Offering, without taking into account the exercise of
the Over-allotment Option. If the Over-allotment Option is exercised in full, the Offer Shares will represent
approximately 20.2% of the enlarged issued share capital immediately after the completion of the Global
Offering and the exercise of the Over-allotment Option as set out in “— Over-allotment Option” below.

THE HONG KONG PUBLIC OFFERING

Number of Offer Shares initially offered

We are initially offering 25,274,000 Offer Shares for subscription by the public in Hong Kong at the
Offer Price, representing approximately 10% of the total number of Offer Shares initially available under the
Global Offering.

The Hong Kong Public Offering is open to members of the public in Hong Kong as well as to institutional
and professional investors. The total number of Offer Shares initially available under the Hong Kong Public
Offering will represent approximately 1.8% of our Company’s enlarged share capital immediately after
completion of the Global Offering, assuming that the Over-allotment Option is not exercised. Professional
investors generally include brokers, dealers, companies (including fund managers) whose ordinary business
involves dealing in shares and other securities and corporate entities which regularly invest in shares and other
securities.

Completion of the Hong Kong Public Offering is subject to the conditions as set out in “— Conditions of
the Hong Kong Public Offering” below.

Allocation

Allocation of Offer Shares to investors under the Hong Kong Public Offering will be based solely on the
level of valid applications received under the Hong Kong Public Offering. The basis of allocation may vary,
depending on the number of Hong Kong Offer Shares validly applied for by applicants. Such allocation could,

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STRUCTURE OF THE GLOBAL OFFERING

where appropriate, consist of balloting, which would mean that some applicants may receive a higher allocation
than others who have applied for the same number of Hong Kong Offer Shares, and those applicants who are not
successful in the ballot may not receive any Hong Kong Offer Shares.

The total number of Offer Shares initially available under the Hong Kong Public Offering is to be divided
into two pools for allocation purposes: pool A and pool B. The Hong Kong Offer Shares in pool A will be
allocated on an equitable basis to applicants who have applied for the Hong Kong Offer Shares with an aggregate
subscription price of HK$5 million (excluding the brokerage, SFC transaction levy, and Hong Kong Stock
Exchange trading fee payable) or less. The Hong Kong Offer Shares in pool B will be allocated on an equitable
basis to applicants who have applied for the Hong Kong Offer Shares with an aggregate subscription price of
more than HK$5 million (excluding the brokerage, SFC transaction levy and Hong Kong Stock Exchange trading
fee payable). Investors should be aware that applications in pool A and applications in pool B may receive
different allocation ratios. If the Hong Kong Offer Shares in one (but not both) of the pools are under-subscribed,
the surplus Hong Kong Offer Shares will be transferred to the other pool to satisfy demand in that other pool and
be allocated accordingly. For the purpose of this paragraph only, the “price” for Offer Shares means the price
payable on application therefor (without regard to the Offer Price as finally determined). Applicants can only
receive an allocation of the Hong Kong Offer Shares from either pool A or pool B but not from both pools.
Multiple or suspected multiple applications and any application for more than 50% of the 25,274,000 Shares
initially comprised in the Hong Kong Public Offering (that is 12,637,000 Hong Kong Offer Shares) are liable to
be rejected.

Reallocation

The allocation of the Offer Shares between (i) the Hong Kong Public Offering and (ii) the International
Offering is subject to adjustment. If the number of Offer Shares validly applied for under the Hong Kong Public
Offering represents (i) 15 times or more but less than 50 times, (ii) 50 times or more but less than 100 times, and
(iii) 100 times or more of the number of Offer Shares initially available under the Hong Kong Public Offering,
then Offer Shares will be reallocated to the Hong Kong Public Offering from the International Offering. As a
result of such reallocation, the total number of the Hong Kong Offer Shares available under the Hong Kong
Public Offering will be increased to 75,822,000 Shares (in the case of (i)), 101,096,000 Shares (in the case of (ii))
and 126,370,000 Shares (in the case of (iii)) representing approximately 30%, 40% and 50% of the total number
of the Offer Shares initially available under the Global Offering, respectively (before any exercise of the Over-
allotment Option). In each case, the additional Offer Shares reallocated to the Hong Kong Public Offering will be
allocated between pool A and pool B and the number of Offer Shares allocated to the International Offering will
be correspondingly reduced in such manner as the Joint Bookrunners deem appropriate. In addition, the Joint
Bookrunners may allocate Offer Shares from the International Offering to the Hong Kong Public Offering to
satisfy valid applications under the Hong Kong Public Offering.

If the Hong Kong Public Offering is not fully subscribed, the Joint Bookrunners have the authority to
reallocate all or any unsubscribed Hong Kong Offer Shares to the International Offering, in such proportions as
the Joint Bookrunners deem appropriate.

The Offer Shares to be offered in the Hong Kong Public Offer and the International Offering may, in
certain circumstances, be reallocated as between these offerings at the discretion of the Joint Bookrunners.

Applications

Each applicant under the Hong Kong Public Offering will also be required to give an undertaking and
confirmation in the Application Form submitted by him that he and any person(s) for whose benefit he is making
the application have not applied for or taken up, or indicated an interest for, and will not apply for or take up, or
indicate an interest for, any Offer Shares under the International Offering, and such applicant’s application is

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STRUCTURE OF THE GLOBAL OFFERING

liable to be rejected if the said undertaking and/or confirmation is breached and/or untrue (as the case may be) or
if he has been or will be placed or allocated Shares under the International Offering.

The listing of the Shares on the Hong Kong Stock Exchange is sponsored by the Joint Sponsors.
Applicants under the Hong Kong Public Offering are required to pay, on application, the maximum price of
HK$6.10 per Share in addition to any brokerage, SFC transaction levy and Hong Kong Stock Exchange trading
fee payable on each Offer Share. If the Offer Price, as finally determined in the manner as set out in “— Pricing
of the Global Offering” below, is less than the maximum price of HK$6.10 per Share, appropriate refund
payments (including the brokerage, SFC transaction levy and Hong Kong Stock Exchange trading fee attributable
to the surplus application monies) will be made to successful applicants, without interest. Further details are set
out in “How to Apply for Hong Kong Offer Shares” in this prospectus.

References in this prospectus to applications, Application Forms, application monies or the procedure for
application relate solely to the Hong Kong Public Offering.

Conditions of the Hong Kong Public Offering

Acceptance of all applications for the Hong Kong Offer Shares pursuant to the Hong Kong Public
Offering will be conditional on:

(a) the Listing Committee granting listing of, and permission to deal in, the existing issued Shares and
the Offer Shares being offered pursuant to the Global Offering (including any Shares which may be
made available pursuant to the exercise of the Over-allotment Option) (subject only to allotment);

(b) the Offer Price having been fixed on or around the Price Determination Date;

(c) the execution and delivery of the International Purchase Agreement on or around Price
Determination Date; and

(d) the obligations of the Underwriters under each of the respective Underwriting Agreements becoming
and remaining unconditional and not having been terminated in accordance with the terms of the
respective agreements,

in each case on or before the dates and times specified in the respective Underwriting Agreements (unless
and to the extent such conditions are validly waived on or before such dates and times) and in any event not later
than the date that is 30 days after the date of this prospectus.

If, for any reason, the Offer Price is not agreed by Tuesday, September 21, 2010 between our Company
and the Joint Bookrunners, the Global Offering will not proceed.

The consummation of each of the Hong Kong Public Offering and the International Offering is
conditional upon, among other things, the other offerings becoming unconditional and not having been
terminated in accordance with its terms.

If the above conditions are not fulfilled or waived prior to the times and dates specified, the Global
Offering will lapse and the Hong Kong Stock Exchange will be notified immediately. Notice of the lapse of the
Hong Kong Public Offering will be published by our Company in South China Morning Post (in English) and
Hong Kong Economic Times (in Chinese) on the next day following such lapse. In such eventuality, all
application monies will be returned, without interest, on the terms set out in “How to Apply for Hong Kong Offer
Shares” in this prospectus. In the meantime, all application monies will be held in separate bank account(s) with

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STRUCTURE OF THE GLOBAL OFFERING

the receiving bank or other licensed bank(s) in Hong Kong licensed under the Banking Ordinance (Chapter 155
of the Laws of Hong Kong) (as amended).

Share certificates for the Shares are expected to be issued on Wednesday, September 22, 2010 but will
only become valid certificates of title at 8:00 a.m. on Friday, September 24, 2010 provided that (i) the Global
Offering has become unconditional in all respects and (ii) the right of termination as set out in “Underwriting —
Grounds for termination” in this prospectus has not been exercised.

THE INTERNATIONAL OFFERING

Number of Offer Shares offered

Subject to reallocation as described above, the number of the Offer Shares to be initially offered for sale
under the International Offering will be 227,466,000 Shares, representing approximately 90% of the Offer Shares
initially available under the Global Offering and approximately 16.2% of our enlarged issued share capital
immediately after completion of the Global Offering, assuming the Over-allotment Option is not exercised. The
International Offering will be offered by us (a) in the United States to QIBs in reliance on Rule 144A under the
U.S. Securities Act or another exemption from the registration requirements of the U.S. Securities Act, and
(b) outside of the United States in reliance on Regulation S under the U.S. Securities Act, including to
professional and institutional investors in Hong Kong.

Allocation

The International Offering will include selective marketing of the International Offer Shares to
institutional and professional investors and other investors anticipated to have a sizeable demand for the
International Offer Shares.

Professional investors generally include brokers, dealers, companies (including fund managers) whose
ordinary business involves dealing in shares and other securities and corporate entities which regularly invest in
shares and other securities. Allocation of the International Offer Shares pursuant to the International Offering
will be effected in accordance with the “book-building” process as set out in “— Pricing of the Global Offering”
below and based on a number of factors, including the level and timing of demand, the total size of the relevant
investor’s invested assets or equity assets in the relevant sector and whether or not it is expected that the relevant
investor is likely to buy further Offer Shares, and/or hold or sell its Offer Shares, after the listing of the Offer
Shares on the Hong Kong Stock Exchange. Such allocation is intended to result in a distribution of the Offer
Shares on a basis which would lead to the establishment of a solid professional and institutional shareholder base
to the benefit of our Company and our Shareholders as a whole.

The Joint Bookrunners may require any investor who has been offered International Offer Shares under
the International Offering, and who has made an application under the Hong Kong Public Offering to provide
sufficient information to the Joint Bookrunners so as to allow it to identify the relevant applications under the
Hong Kong Public Offering and to ensure that it is excluded from any application of the Hong Kong Offer Shares
under the Hong Kong Public Offering.

OVER-ALLOTMENT OPTION AND STABILIZATION

The Over-allotment Option

In connection with the Global Offering, we intend to grant the Over-allotment Option to the International
Purchasers, exercisable by the Sole Global Coordinator at its sole and absolute discretion on behalf of the
International Purchasers. Under the Over-allotment Option, which will be exercisable at any time for up to 30

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STRUCTURE OF THE GLOBAL OFFERING

days after the last day for lodging applications under the Hong Kong Public Offering, we may be required to
issue at the Offer Price and otherwise on the same terms and conditions as the Shares that are subject to the
Global Offering up to an additional 37,911,000 Shares in aggregate, representing approximately 15% of the total
number of Shares initially available under the Global Offering. If the Over-allotment Option is exercised in full,
the additional Shares made available under the Over-allotment Option will represent approximately 2.6% of our
enlarged share capital immediately following the completion of the Global Offering and the exercise of the Over-
allotment Option. In the event that the Over-allotment Option is exercised, an announcement will be published in
South China Morning Post (in English) and Hong Kong Economic Times (in Chinese).

Stock Borrowing Agreement

In order to facilitate the settlement of over-allocations in connection with the Global Offering, the
Stabilization Manager may choose to borrow, whether on its own or through its affiliates, up to 37,911,000
Shares from We’Tron Capital pursuant to the Stock Borrowing Agreement, or acquire Shares from other sources,
including exercising the Over-allotment Option.

The terms of the Stock Borrowing Agreement will be in compliance with the requirements set out in
Rule 10.07(3) of the Listing Rules and will therefore not be subject to the restrictions of Rule 10.07(1)(a) of the
Listing Rules. The principal terms of the Stock Borrowing Agreement are set out as follows:

(1) such stock borrowing arrangement with We’Tron Capital will only be effected by the Stabilization
Manager for settlement of over-allocations in the International Offering;

(2) the maximum number of Shares borrowed from We’Tron Capital will be limited to the maximum
number of Shares which may be issued upon the full exercise of the Over-allotment Option;

(3) the same number of Shares so borrowed from We’Tron Capital must be returned to We’Tron Capital
or its nominees (as the case may be) on or before the third business day following the earlier of (i)
the last day on which the Over-allotment Option may be exercised; and (ii) the day on which the
Over-allotment Option is exercised in full;

(4) the arrangement under the Stock Borrowing Agreement will be effected in compliance with all the
applicable laws, rules and regulatory requirements; and

(5) no payment will be made to We’Tron Capital by the Stabilization Manager under the Stock
Borrowing Agreement.

Stabilizing action

In connection with the Global Offering, the Stabilization Manager, or any person acting for it, on behalf
of the International Purchasers, may over-allocate or effect transactions with a view to supporting the market
price of the Shares at a level higher than that which might otherwise prevail for a limited period after the Listing
Date. Such transactions, if commenced, may be discontinued at any time but any stabilizing activity is required to
be brought to an end no later than the 30th day after the last day for lodging Application Forms under the Hong
Kong Public Offering. The Stabilization Manager has been or will be appointed as stabilization manager for the
purposes of the Global Offering in accordance with the Securities and Futures (Price Stabilizing) Rules made
under the SFO and, should stabilizing transactions be effected in connection with the Global Offering, this will
be at the absolute discretion of the Stabilization Manager.

Following any over-allocation of Shares in connection with the Global Offering, the Stabilization
Manager or any person acting for it may cover such over-allocation by (among other methods) making purchases

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STRUCTURE OF THE GLOBAL OFFERING

in the secondary market, exercising the Over-allotment Option in full or in part, or by any combination of
purchases and the exercise of the Over-allotment Option. Any such purchases will be made in compliance with
all applicable laws and regulatory requirements including the Securities and Futures (Price Stabilizing) Rules
made under the SFO. The number of Shares which can be over-allocated will not exceed the number of Shares
which are the subject of the Over-allotment Option, being 37,911,000 Shares representing approximately 15% of
the Shares initially available under the Global Offering.

Stabilization action permitted in Hong Kong pursuant to the Securities and Futures (Price Stabilizing)
Rules, as amended, includes (i) over-allocating for the purpose of preventing or minimizing any reduction in the
market price of the Shares, (ii) selling or agreeing to sell the Shares so as to establish a short position in them for
the purpose of preventing or minimizing any reduction in the market price of the Shares, (iii) purchasing or
subscribing for, or agreeing to purchase or subscribe for, the Shares pursuant to the Over-allotment Option in
order to close out any position established under (i) or (ii) above, (iv) purchasing, or agreeing to purchase, any of
the Shares for the sole purpose of preventing or minimizing any reduction in the market price of the Shares,
(v) selling or agreeing to sell any Shares in order to liquidate any position established as a result of those
purchases and (vi) offering or attempting to do anything as described in (ii), (iii), (iv) or (v).

Specifically, prospective applicants for and investors in Shares should note that:

Š The Stabilization Manager may, in connection with the stabilizing action, maintain a long position in
the Shares;

Š There is no certainty regarding the extent to which and the time period for which the Stabilization
Manager will maintain such a position;

Š Liquidation of any such long position by the Stabilization Manager may have an adverse impact on
the market price of the Shares;

Š No stabilizing action will be taken to support the price of the Shares for longer than the stabilizing
period which will begin on the Listing Date and is expected to expire at the end of Friday,
October 15, 2010, being the last business day before the day which is expected to be the 30th day
after the last day for lodging Application Forms under the Hong Kong Public Offering. After this
date, when no further action may be taken to support the price of the Shares, demand for the Shares,
and therefore the price of the Shares, could fall;

Š The price of any security (including the Shares) cannot be assured to stay at or above its offer price
by the taking of any stabilizing action; and

Š Stabilizing bids may be made or transactions effected in the course of the stabilizing action at any
price at or below the Offer Price, which means that stabilizing bids may be made or transactions
effected at a price below the price paid by applicants for, or investors in, the Shares.

A public announcement, as required by the Securities and Futures (Price Stabilizing) Rules made under
the SFO, will be made within seven days of the expiration of the stabilizing period.

PRICING OF THE GLOBAL OFFERING

The International Purchasers will be soliciting from prospective investors indications of interest in
acquiring Offer Shares in the International Offering. Prospective professional and institutional investors will be
required to specify the number of the International Offer Shares under the International Offering they would be
prepared to acquire either at different prices or at a particular price. This process, known as “book-building,” is

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STRUCTURE OF THE GLOBAL OFFERING

expected to continue up to, and to cease on or around, the last day for lodging applications under the Hong Kong
Public Offering.

Pricing for the Offer Shares for the purpose of the various offerings under the Global Offering will be
fixed on the Price Determination Date, which is expected to be on or around September 17, 2010, and in any
event on or before September 21, 2010, by agreement between the Joint Bookrunners and our Company, and the
number of Offer Shares to be allocated under various offerings will be determined shortly thereafter.

The Offer Price will not be more than HK$6.10 per Share and is expected to be not less than HK$4.60 per
Share unless otherwise announced, as further explained below, not later than the morning of the last day for
lodging applications under the Hong Kong Public Offering. Prospective investors should be aware that the
Offer Price to be determined on the Price Determination Date may be, but is not expected to be, lower
than the indicative offer price range stated in this prospectus.

The Joint Bookrunners may, where considered appropriate, based on the level of interest expressed by
prospective professional and institutional investors during the book-building process, and with the consent of our
Company, reduce the number of Offer Shares offered in the Global Offering and/or the indicative offer price
range below that stated in this prospectus at any time on or prior to the morning of the last day for lodging
applications under the Hong Kong Public Offering. In such a case, we will, as soon as practicable following the
decision to make such reduction, and in any event not later than the morning of the day which is the last day for
lodging applications under the Hong Kong Public Offering, cause there to be published in South China Morning
Post (in English) and Hong Kong Economic Times (in Chinese) a notice of the reduction. Upon issue of such a
notice, the number of Offer Shares offered in the Global Offering and/or the revised offer price range will be
final and conclusive and the offer price, if agreed upon by the Joint Bookrunners and our Company, will be fixed
within such revised offer price range. Before submitting applications for Hong Kong Offer Shares, applicants
should have regard to the possibility that any announcement of a reduction in the number of Offer Shares being
offered under the Global Offering and/or the indicative offer price range may not be made until the day which is
the last day for lodging applications under the Hong Kong Public Offering. Such notice will also include
confirmation or revision, as appropriate, of the working capital statement and the profit estimate for the six
months ended June 30, 2010 and the Global Offering statistics as currently set out in this prospectus, and any
other financial information which may change as a result of such reduction. Before submitting applications for
Hong Kong Offer Shares, applicants under the Hong Kong Public Offering should note that in no circumstances
can applications be withdrawn once submitted, even if the number of Offer Shares being offered under the
Global. Offering and/or the offer price range is so reduced. In the absence of any such notice so published, the
Offer Price, if agreed upon with our Company and the Joint Bookrunners, will under no circumstances be set
outside the offer price range as stated in this prospectus.

The net proceeds of the Global Offering accruing to our Company (after deduction of underwriting fees
and estimated expenses payable by our Company in relation to the Global Offering, assuming the Over-allotment
Option is not exercised) are estimated to be approximately HK$1,065.5, assuming an Offer Price per Share of
HK$4.60, or approximately HK$1,428.3, assuming an Offer Price per Share of HK$6.10 (or if the Over-
allotment Option is exercised in full, approximately HK$1,232.4, assuming an Offer Price per Share of HK$4.60,
or approximately HK$1,649.6, assuming an Offer Price per Share of HK$6.10).

The final Offer Price, the indications of interest in the Global Offering, the results of applications and the
basis of allotment of the Hong Kong Offer Shares available under the Hong Kong Public Offering, are expected
to be announced on Wednesday, September 22, 2010 in South China Morning Post (in English) and Hong Kong
Economic Times (in Chinese).

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STRUCTURE OF THE GLOBAL OFFERING

UNDERWRITING AGREEMENTS

The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under the terms of
the Hong Kong Underwriting Agreement and is conditional upon the International Purchase Agreement being
signed and becoming unconditional.

Our Company, and the International Purchasers expect to enter into the International Purchase Agreement
relating to the International Offering on or around the Price Determination Date.

These underwriting arrangements, and the respective Underwriting Agreements, are summarized in
“Underwriting” in this prospectus.

THE SHARES WILL BE ELIGIBLE FOR CCASS

All necessary arrangements have been made to enable the Shares to be admitted into the CCASS.

If the Hong Kong Stock Exchange grants the listing of, and permission to deal in, the Shares and our
Company complies with the stock admission requirements of HKSCC, the Shares will be accepted as eligible
securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of
commencement of dealings in the Shares on the Hong Kong Stock Exchange or any other date HKSCC chooses.

Settlement of transactions between participants of the Hong Kong Stock Exchange is required to take
place in CCASS on the second business day after any trading day.

All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational
Procedures in effect from time to time.

DEALING

Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong
Kong on Friday, September 24, 2010, it is expected that dealings in the Shares on the Hong Kong Stock
Exchange will commence at 9:30 a.m. on Friday, September 24, 2010.

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HOW TO APPLY FOR HONG KONG OFFER SHARES

CHANNELS OF APPLYING FOR THE HONG KONG OFFER SHARES

There are three channels to make an application for the Hong Kong Offer Shares. You may apply for the
Hong Kong Offer Shares by either (i) using a WHITE or YELLOW Application Form; (ii) applying online
through the designated website of the White Form eIPO Service Provider, referred to herein as the “White
Form eIPO service” (www.eipo.com.hk), or (iii) giving electronic application instructions to HKSCC to
cause HKSCC Nominees to apply for the Hong Kong Offer Shares on your behalf. Except where you are a
nominee and provide the required information in your application, you or you and your joint applicant(s) may not
make more than one application (whether individually or jointly) by applying on a WHITE or YELLOW
Application Form or by giving electronic application instructions to HKSCC.

WHO CAN APPLY FOR THE HONG KONG OFFER SHARES

You can apply for Hong Kong Offer Shares available for subscription by the public on a WHITE or
YELLOW Application Form if you, or any person(s) for whose benefit you are applying, are an individual, and:

Š are 18 years of age or older;

Š have a Hong Kong address;

Š are not a U.S. person (as defined in Regulation S);

Š are outside the United States; and

Š are not a legal or natural person of the PRC (except qualified domestic institutional investors).

If the applicant is a firm, the application must be in the names of the individual members, not the firm’s
name. If the applicant is a body corporate, the application form must be signed by a duly authorized officer, who
must state his or her representative capacity.

If an application is made by a person duly authorized under a valid power of attorney, the Joint
Bookrunners of the Hong Kong Public Offering (or their respective agents or nominees) may accept it at their
discretion, and subject to any conditions they think fit, including production of evidence of the authority of the
attorney.

The number of joint applicants may not exceed four.

We, the Joint Bookrunners or the designated White Form eIPO Service Provider or our or their
respective agents have full discretion to reject or accept any application, in full or in part, without assigning any
reason.

The Hong Kong Offer Shares are not available to existing beneficial owners of the Shares, our Directors
or chief executive or their respective associates or any other connected persons (as defined in the Listing Rules)
of our Company or persons who will become our connected persons immediately upon completion of the Global
Offering.

You may apply for the Hong Kong Offer Shares under the Hong Kong Public Offering or indicate an
interest for the International Offer Shares under the International Offering, but may not do both.

If you wish to apply for the Hong Kong Offer Shares online through the White Form eIPO service, in
addition to the above you must also:

Š have a valid Hong Kong identity card number; and

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HOW TO APPLY FOR HONG KONG OFFER SHARES

Š be willing to provide a valid e-mail address and a contact telephone number.

You may only apply by means of the White Form eIPO service if you are an individual applicant.
Corporations or joint applicants may not apply by means of White Form eIPO.

1. Applying by using an Application Form

Which Application Form to use

Use a WHITE Application Form if you want the Hong Kong Offer Shares to be issued in your own name.

Use a YELLOW Application Form if you want the Hong Kong Offer Shares to be issued in the name of
HKSCC Nominees and deposited directly into CCASS for credit to your CCASS Investor Participant stock
account or your designated CCASS Participant’s stock account.

Where to collect the Application Forms

You can collect a WHITE Application Form and a prospectus during normal business hours from 9:00
a.m. on Monday, September 13, 2010 until 12:00 noon on Thursday, September 16 from:

Any of the following addresses of the Hong Kong Underwriters:

Credit Suisse (Hong Kong) Limited


45/F, Two Exchange Square
8 Connaught Place
Central, Hong Kong

Piper Jaffray Asia Securities Limited


3901B, 39/F, Tower 1
Lippo Centre, 89 Queensway
Hong Kong

or any of the following branches of BANK OF CHINA (HONG KONG) LIMITED:

Branch Name Address

Bank of China Tower Branch 3/F, 1 Garden Road

Central District (Wing On House) Branch 71 Des Voeux Road Central, Central

North Point (Kiu Fai Mansion) Branch 413-415 King’s Road, North Point

Chai Wan Branch Block B, Walton Estate,


341-343 Chai Wan Road, Chai Wan
Kwun Tong Branch 20-24 Yue Man Square, Kwun Tong

Hung Hom (Eldex Industrial Building) Branch 21 Ma Tau Wai Road, Hung Hom

Mong Kok Branch 589 Nathan Road, Mong Kok

Lucky Plaza Branch Lucky Plaza, Wang Pok Street, Shatin

Castle Peak Road (Tsuen Wan) Branch 201-207 Castle Peak Road, Tsuen Wan

East Point City Branch Shop 101, East Point City, Tseung Kwan O

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HOW TO APPLY FOR HONG KONG OFFER SHARES

or any of the following branches of Standard Chartered Bank (Hong Kong) Limited:

Branch Name Address

Des Voeux Road Branch Standard Chartered Bank Building, 4-4A, Des Voeux
Road Central, Central
Wanchai Southorn Branch Shop C2 on G/F and 1/F, Lee Wing Building,
No. 156-162 Hennessy Road, Wanchai
Causeway Bay Branch G/F, Yee Wah Mansion, 38-40A Yee Wo Street,
Causeway Bay
Kwun Tong Branch 1A Yue Man Square, Kwun Tong

Mongkok Branch Shop B, G/F, 1/F & 2/F, 617-623 Nathan Road, Mong
Kok
Tsimshatsui Branch G/F, 10 Granville Road, Tsim Sha Tsui

Shatin Centre Branch Shop 32C, Level 3, Shatin Shopping Arcade, Shatin
Centre, 2-16 Wang Pok Street, Shatin
Metroplaza Branch Shop No. 175 - 176, Level 1, Metroplaza, 223 Hing
Fong Road, Kwai Chung
Tuen Mun Town Plaza Branch Shop No. G047 - G052, Tuen Mun Town Plaza
Phase I, Tuen Mun
Tseung Kwan O Branch Shop G37-40, G/F, Hau Tak Shopping Centre East
Wing, Hau Tak Estate, Tseung Kwan O

Prospectuses and WHITE Application Forms will be available for collection at the above places during
the following times:

Monday, September 13, 2010 – 9:00 a.m. to 5:00 p.m.


Tuesday, September 14, 2010 – 9:00 a.m. to 5:00 p.m.
Wednesday, September 15, 2010 – 9:00 a.m. to 5:00 p.m.
Thursday, September 16, 2010 – 9:00 a.m. to 12:00 noon

You can collect a YELLOW Application Form and a prospectus during normal business hours from
9:00 a.m. on Monday, September 13, 2010 until 12:00 noon on Thursday, September 16, 2010 from:

(a) The Depository Counter of HKSCC at 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central,
Hong Kong; or

(b) Your stockbroker, who may have such Application Forms and this prospectus available.

How to complete the Application Form and make payment

Obtain an application form as described in “— Where to collect the Application Forms” above.

Complete the Application Form in English in ink, and sign it. There are detailed instructions on each
Application Form. You should read these instructions carefully. If you do not follow the instructions your
application may be rejected and returned by ordinary post together with the accompanying check or banker’s
cashier order to you (or the first-named applicant in the case of joint applicants) at your own risk at the address

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HOW TO APPLY FOR HONG KONG OFFER SHARES

stated in the Application Form. Each Application Form must be accompanied by payment, in the form of either
one check or one banker’s cashier order. You should read the detailed instructions set out on the Application
Form carefully, as an application is liable to be rejected if the check or banker’s cashier order does not meet the
requirements set out on the Application Form.

You should note that by completing and submitting the Application Form, amongst other things, you:

(a) confirm that you have received a copy of this prospectus and have only relied on the information and
representations in this prospectus in making your application and will not rely on any other
information and representations save as set out in any supplement to this prospectus;

(b) agree that our Company, the Joint Bookrunners, the Joint Sponsors and any of their respective
directors, officers, employees, partners, agents or advisers are liable only for the information and
representations contained in this prospectus and any supplement thereto (and only then to the extent
such liability is held to exist by a court of competent jurisdiction);

(c) undertake and confirm that, you (if the application is made for your benefit) or the person(s) for
whose benefit you have made the application have not indicated an interest for, applied for or taken
up any International Offer Shares under the International Offering;

(d) agree to disclose to our Company and/or our Hong Kong Share Registrar, the receiving banks, the
Joint Bookrunners, the Joint Sponsors and their respective advisers and agents, personal data and any
information which they require about you or the person(s) for whose benefit you have made the
application;

(e) agree with our Company and each shareholder of our Company, and our Company agrees with each
of its shareholders, to observe and comply with the Companies Ordinance, the Memorandum of
Association and the Articles of Association;

(f) agree with our Company and each shareholder of our Company that the Shares in our Company are
freely transferable by the holders thereof; and

(g) authorize our Company to enter into a contract on your behalf with each Director and officer of our
Company whereby such Director and officer undertakes to observe and comply with his obligations
to shareholders as stipulated in the Articles of Association.

In order for the YELLOW Application Forms to be valid:

You, as the applicant(s), must complete the form as indicated below and sign on the first page of the
application form. Only written signatures will be accepted.

(a) If the application is made through a designated CCASS Participant (other than a CCASS Investor
Participant):

the designated CCASS Participant must endorse the form with its company chop (bearing its
company name) and insert its participant I.D. in the appropriate box.

(b) If the application is made by an individual CCASS Investor Participant:

(i) the Application Form must contain the CCASS Investor Participant’s name and Hong Kong
identity card number; and

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HOW TO APPLY FOR HONG KONG OFFER SHARES

(ii) the CCASS Investor Participant must insert its participant I.D. in the appropriate box in the
Application Form.

(c) If the application is made by a joint individual CCASS Investor Participant:

(i) the Application Form must contain all joint CCASS Investor Participants’ names and the Hong
Kong identity card number of all the joint CCASS Investor Participants; and

(ii) the participant I.D. must be inserted in the appropriate box in the Application Form.
(d) If the application is made by a corporate CCASS Investor Participant:

(i) the Application Form must contain the CCASS Investor Participant’s company name and
Hong Kong business registration number; and

(ii) the participant I.D. and company chop (bearing its company name) must be inserted in the
appropriate box in the Application Form.

Incorrect or omission of the details of the CCASS Participant (including participant I.D. and/or company
chop bearing its company name), or other similar matters may render the application invalid.

Nominees who wish to submit separate applications in their names on behalf of different beneficial
owners are requested to designate on each Application Form from in the box marked “For nominees” account
numbers or other identification codes for each beneficial owner or, in the case of joint beneficial owners, for each
joint beneficial owner.

If your application is made through a duly authorized attorney, our Company and the Joint Bookrunners
as its agent may accept it at their discretion, and subject to any conditions they think fit, including evidence of the
authority of your attorney. Our Company and the Joint Bookrunners, in the capacity as our Company’s agent,
will have full discretion to reject or accept any application, in full or in part, without assigning any reason.

How to apply through White Form eIPO

General

If you are an individual and meet the criteria set out in “— Who can apply for the Hong Kong Offer
Shares” above, you may apply through White Form eIPO by submitting an application through the designated
website at www.eipo.com.hk. If you apply through White Form eIPO, the Shares will be issued in your own
name.

Detailed instructions for application through the White Form eIPO service are set out on the designated
website at www.eipo.com.hk. You should read these instructions carefully. If you do not follow the instructions,
your application may be rejected by the designated White Form eIPO Service Provider and may not be
submitted to our Company.

In addition to the terms and conditions set out in this prospectus, the designated White Form eIPO
Service Provider may impose additional terms and conditions upon you for the use of the White Form eIPO
service. Such terms and conditions are set out on the designated website at www.eipo.com.hk. You will be
required to read, understand and agree to such terms and conditions in full prior to making any application.

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HOW TO APPLY FOR HONG KONG OFFER SHARES

By submitting an application to the designated White Form eIPO Service Provider through the White
Form eIPO service, you are deemed to have authorized the designated White Form eIPO Service Provider to
transfer the details of your application to our Company and our Hong Kong Share Registrar.

You may submit an application through the White Form eIPO service in respect of a minimum of 1,000
Hong Kong Offer Shares. Each electronic application instruction in respect of more than 1,000 Hong Kong
Offer Shares must be in one of the numbers set out in the table in the Application Forms, or as otherwise
specified on the designated website at www.eipo.com.hk.

You should give electronic application instructions through White Form eIPO at the times set out in
“— Time for inputting electronic application instructions” below.

You should make payment for your application made by White Form eIPO service in accordance with
the methods and instructions set out in the designated website at www.eipo.com.hk. If you do not make
complete payment of the application monies (including any related fees) on or before 12:00 noon on
Thursday, September 16, 2010, or such later time as described under “— Effect of bad weather on the
opening of the application lists” below, the designated White Form eIPO Service Provider will reject your
application and your application monies will be returned to you in the manner described in the designated
website at www.eipo.com.hk.

Environmental protection

The obvious advantage of White Form eIPO is to save the use of papers via the self-serviced and
electronic application process. Computershare Hong Kong Investor Services Limited, being the designated White
Form eIPO Service Provider, will contribute HK$2 for each “MicroPort Scientific Corporation” White Form
eIPO application submitted via www.eipo.com.hk to support the funding of “Source of DongJiang — Hong
Kong Forest” project initiated by Friends of the Earth (HK).

Warning: The application for Hong Kong Offer Shares through the White Form eIPO service is only a
facility provided by the designated White Form eIPO Service Provider to public investors. Our Company, our
Directors, the Sole Global Coordinator, the Joint Bookrunners and the Joint Lead Managers, the Joint Sponsors
and the White Form eIPO Service Provider take no responsibility for such applications, and provide no assurance
that applications through the White Form eIPO service will be submitted to our Company or that you will be
allotted any Hong Kong Offer Shares.

Please note that internet services may have capacity limitations and/or be subject to service interruptions
from time to time. To ensure that you can submit your applications through the White Form eIPO service, you are
advised not to wait until the last day for submitting applications in the Hong Kong Public Offering to submit your
electronic application instructions. In the event that you have problems connecting to the designated website at
www.eipo.com.hk for the White Form eIPO service, you should submit a WHITE Application Form.

However, once you have submitted electronic application instructions and completed payment in full
using the application reference number provided to you on the designated website at www.eipo.com.hk, you will
be deemed to have made an actual application and should not submit a WHITE Application Form. See “— How
many applications you may make” below.

Additional information

For the purposes of allocating Hong Kong Offer Shares, each applicant giving electronic application
instructions through White Form eIPO service to the designated White Form eIPO Service Provider through
the designated website at www.eipo.com.hk will be treated as an applicant.

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HOW TO APPLY FOR HONG KONG OFFER SHARES

If your payment of application monies is insufficient, or in excess of the required amount, having regard
to the number of Hong Kong Offer Shares for which you have applied, or if your application is otherwise
rejected by the designated White Form eIPO Service Provider, the designated White Form eIPO Service
Provider may adopt alternative arrangements for the refund of monies to you. Please refer to the additional
information provided by the designated White Form eIPO Service Provider on the designated website at
www.eipo.com.hk.

Otherwise, any monies payable to you due to a refund for any of the reasons set out in “— Refund of
application monies” below.

How to make payment for the application

Each completed WHITE or YELLOW Application Form must be accompanied by either one check or
one banker’s cashier order, which must be stapled to the top left hand corner of the Application Form.

If you pay by check, the check must:

Š be in Hong Kong dollars;

Š be drawn on your Hong Kong dollar bank account with a licensed bank in Hong Kong;

Š bear an account name (or, in the case of joint applicants, the name of the first-named applicant),
which must be either be pre-printed on the check, or be endorsed on the reverse of the check by an
authorized signatory of the bank on which it is drawn. The account name must be the same as the
name on your Application Form. If the application is a joint application, the account name must be
the same as the name of the first-named applicant;

Š be made payable to Bank of China (Hong Kong) Nominees Limited — Microport Scientific Public
Offer;

Š be crossed “Account Payee Only;” and

Š not be post-dated.

Your application may be rejected if your check does not meet all of these requirements or is dishonored
on first presentation.

If you pay by banker’s cashier order, the banker’s cashier order must:

Š be in Hong Kong dollars;

Š be issued by a licensed bank in Hong Kong and have your name certified on the reverse of the
banker’s cashier order by an authorized signatory of the bank on which it is drawn. The name on the
reverse of the banker’s cashier order and the name on the Application Form must be the same. If the
application is a joint application, the name on the back of the banker’s cashier order must be the
same as the name of the first-named applicant;

Š be made payable to Bank of China (Hong Kong) Nominees Limited — Microport Scientific Public
Offer;

Š be crossed “Account Payee Only;” and

Š not be post-dated.

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HOW TO APPLY FOR HONG KONG OFFER SHARES

Your application may be rejected if your banker’s cashier order does not meet all of these requirements.

The right is reserved to present all or any remittance for payment. However, your check or a banker’s
cashier order will not be presented for payment before 12:00 noon on Thursday, September 16, 2010. Our
Company will not give you a receipt for your payment. Our Company will keep any interest accrued on your
application monies (up until, in the case of monies to be refunded, the date of dispatch of refund checks). The
right is also reserved to retain any share certificates and/or any surplus application monies or refunds pending
clearance of your check or banker’s cashier order.

How many applications you may make

You may make more than one application for Hong Kong Offer Shares if and only if:

You are a nominee, in which case you may both give electronic application instructions to HKSCC (if you
are a CCASS Participant) and lodge more than one Application Form in your own name if each application is made
on behalf of different owners. In the box on the Application Form marked “For nominees” you must include:

Š an account number; or

Š some other identification code

for each beneficial owner. If you do not include this information, the application will be treated as being made
for your benefit;

Otherwise, multiple applications are not allowed.

If you have made an application by giving electronic application instructions to HKSCC and you are
suspected of having made multiple applications or if more than one application is made for your benefit, the
number of Hong Kong Offer Shares applied for by HKSCC Nominees will be automatically reduced by the
number of Hong Kong Offer Shares in respect of which you have given such instructions and/or in respect of
which such instructions have been given for your benefit. Any electronic application instructions to make an
application for the Hong Kong Offer Shares given by you or for your benefit to HKSCC shall be deemed to be an
actual application for the purpose of considering whether multiple applications have been made. No application
for any other number of Hong Kong Offer Shares will be considered and any such application is liable to be
rejected.

It will be a term and condition of all applications that by completing and delivering a WHITE or
YELLOW Application Form or submitting an electronic application instruction to HKSCC or to the designated
White Form eIPO Service Provider through White Form eIPO service (www.eipo.com.hk), you:

Š (if the application is made for your own benefit) warrant that the application made pursuant to a
WHITE or YELLOW Application Form or electronic application instruction to HKSCC or to the
designated White Form eIPO Service Provider through White Form eIPO service
(www.eipo.com.hk) is the only application which will be made for your benefit on a WHITE or
YELLOW Application Form or by submitting an application to the designated White Form eIPO
Service Provider through the designated website at www.eipo.com.hk or by giving electronic
application instructions to HKSCC;

Š (if you are an agent for another person) warrant that reasonable enquiries have been made of that
other person that this is the only application which will be made for the benefit of that other person

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HOW TO APPLY FOR HONG KONG OFFER SHARES

on a WHITE or YELLOW Application Form or by submitting an application to the designated


White Form eIPO Service Provider through the designated website at www.eipo.com.hk or by
giving electronic application instructions to HKSCC and that you are duly authorized to sign the
Application Form as that other person’s agent.

Except where you are a nominee and provide the information required to be provided in your application,
all of your applications will be rejected as multiple applications if you, or you and your joint applicant(s)
together:

Š make more than one application (whether individually or jointly) on a WHITE or YELLOW
Application Form or by submitting an application to the designated White Form eIPO Service
Provider through the designated website at www.eipo.com.hk or by giving electronic application
instructions to HKSCC;

Š both apply (whether individually or jointly) on one WHITE Application Form and one YELLOW
Application Form or on one WHITE or YELLOW Application Form and submit White Form eIPO
or give electronic application instructions to HKSCC;

Š apply on one WHITE or YELLOW Application Form (whether individually or jointly) or submit
White Form eIPO or by giving electronic application instructions to HKSCC for more than
25,274,000 Hong Kong Offer Shares initially being offered for sale under the Hong Kong Public
Offering as more particularly described in “Structure of the Global Offering — The Hong Kong
Public Offering” in this prospectus;

Š have applied for or taken up, or indicated an interest for, or have been or will be placed (including
conditionally and/or provisionally) International Offer Shares under the International Offering.

If you apply by means of White Form eIPO, once you complete payment in respect of any electronic
application instruction given by you or for your benefit to the designated White Form eIPO Service Provider
to make an application for Hong Kong Offer Shares, an actual application shall be deemed to have been made.
For the avoidance of doubt, giving an electronic application instruction under White Form eIPO more than
once and obtaining different application reference numbers without effecting full payment in respect of a
particular reference number will not constitute an actual application.

If you are suspected of submitting more than one application through the White Form eIPO service by
giving electronic application instructions through the designated website at www.eipo.com.hk and completing
payment in respect of such electronic application instructions, or of submitting one application through the
White Form eIPO service and one or more applications by any other means, all of your applications are liable to
be rejected.

All of your applications will also be rejected as multiple applications if more than one application is made
for your benefit (including the part of the application made by HKSCC Nominees acting on electronic
application instructions). If an application is made by an unlisted company and,

Š the principal business of that company is dealing in securities; and

Š you exercise statutory control over that company,

then the application will be treated as being made for your benefit.

Unlisted company means a company with no equity securities listed on the Hong Kong Stock Exchange.

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HOW TO APPLY FOR HONG KONG OFFER SHARES

Statutory control means you:

Š control the composition of our Board; or

Š control more than half of the voting power of our Company; or

Š hold more than half of the issued share capital of our Company (not counting any part of it which
carries no right to participate beyond a specified amount in a distribution of either profits or capital).

Members of the public — time for applying for Hong Kong Offer Shares

Completed WHITE or YELLOW Application Forms, together with payment attached, must be lodged by
12:00 noon on Thursday, September 16, 2010, or, if the application lists are not open on that day, by the time and
date stated in “— Effect of bad weather on the opening of the application lists” below.

Your completed WHITE or YELLOW Application Form, together with full payment in Hong Kong
dollars attached, should be deposited in the special collection boxes provided at any of the branches of receiving
banks listed under “— Where to collect the Application Forms” above at the following times:

Monday, September 13, 2010 – 9:00 a.m. to 5:00 p.m.


Tuesday, September 14, 2010 – 9:00 a.m. to 5:00 p.m.
Wednesday, September 15, 2010 – 9:00 a.m. to 5:00 p.m.
Thursday, September 16, 2010 – 9:00 a.m. to 12:00 noon

White Form eIPO

You may submit your application to the designated White Form eIPO Service Provider through the
designated website at www.eipo.com.hk from 9:00 a.m. on Monday, September 13, 2010 until 11:30 a.m. on
Thursday, September 16, 2010 or such later time as described under “— Effect of bad weather on the opening of
the application lists” below (24 hours daily, except on the last application day). The latest time for completing
full payment of application monies in respect of such applications will be 12:00 noon on Thursday,
September 16, 2010, the last application day, or, if the application lists are not open on that day, then by the time
and date stated in “— Effect of bad weather on the opening of the application lists” below.

You will not be permitted to submit your application to the designated White Form eIPO Service
Provider through the designated website at www.eipo.com.hk after 11:30 a.m. on the last day for
submitting applications. If you have already submitted your application and obtained an application
reference number from the website prior to 11:30 a.m., you will be permitted to continue the application
process (by completing payment of application monies) until 12:00 noon on the last day for submitting
applications, when the application lists close.

The application lists will open from 11:45 a.m. to 12:00 noon on Thursday, September 16, 2010.

No proceedings will be taken on applications for the Offer Shares and no allotment of any such Offer
Shares will be made until after the closing of the application lists.

Applicants should note that checks or banker’s cashier orders will not be presented for payment before
the closing of the application lists but may be presented at any time thereafter.

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HOW TO APPLY FOR HONG KONG OFFER SHARES

Effect of bad weather on the opening of the application lists

The application lists will not open if there is:

Š a tropical cyclone warning signal number 8 or above; or

Š a “black” rainstorm warning

in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Thursday, September 16, 2010. Instead
they will open between 11:45 a.m. and 12:00 noon on the next business day which does not have either of those
warnings in Hong Kong in force at any time between 9:00 a.m. and 12:00 noon.

If the application lists of the Hong Kong Public Offering do not open and close on Thursday, September
16, 2010 or if there is a tropical cyclone warning signal number 8 or above or a “black” rainstorm warning signal
in force in Hong Kong on the other dates mentioned in “Expected Timetable” in this prospectus, such dates
mentioned in “Expected Timetable” in this prospectus may be affected. A press announcement will be made in
such event.

Business day means a day that is not a Saturday, Sunday or public holiday in Hong Kong.

Publication of results

We expect to announce the Offer Price, the general level of Indication of interest in the International
Offering, the basis of allotment and the results of applications under the Hong Kong Public Offering on Wednesday,
September 22, 2010 in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese), on the
website of the Hong Kong Stock Exchange at www.hkexnews.hk and on the website of our Company at
www.microport.com.cn. The results of allocations and the Hong Kong identity card/passport/Hong Kong business
registration numbers of successful applicants under the Hong Kong Public Offering will be available at the times and
date and in the manner specified below:

Š Results of allocations for the Hong Kong Public Offering will be available from our designated
results of allocations website at www.iporesults.com.hk on a 24-hour basis from 8:00 a.m. on
Wednesday, September 22, 2010 to 12:00 midnight on Tuesday, September 28, 2010. The user will
be required to key in the Hong Kong identity card/passport/Hong Kong business registration number
provided in his/her/its application to search for his/her/its own allocation result.

Š Results of allocations will be available from our Hong Kong Public Offering allocation results
telephone enquiry line. Applicants may find out whether or not their applications have been
successful and the number of Hong Kong Offer Shares allocated to them, if any, by calling
2862 8669 between 9:00 a.m. and 10:00 p.m. from Wednesday, September 22, 2010 to Saturday,
September 25, 2010.

Š Special allocation results booklets setting out the results of allocations will be available for
inspection during opening hours of individual branches and sub-branches on Wednesday, September
22, 2010, and Friday, September 24, 2010 to Saturday, September 25, 2010 at all the receiving bank
branches and sub-branches at the addresses set out in “— Where to collect the Application Forms”
above.

Dispatch/collection of share certificates/e-Refund payment instructions/refund checks

If an application is rejected, not accepted or accepted in part only, or if the Offer Price as finally
determined is less than the offer price of HK$6.10 per Share (excluding brokerage, SFC transaction levy and

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Hong Kong Stock Exchange trading fee thereon) initially paid on application, or if the conditions of the Hong
Kong Public Offering are not fulfilled in accordance with “Structure of the Global Offering — Conditions of the
Hong Kong Public Offering” in this prospectus or if any application is revoked or any allotment pursuant thereto
has become void, the application monies, or the appropriate portion thereof, together with the related brokerage,
SFC transaction levy and Hong Kong Stock Exchange trading fee, will be refunded, without interest. It is
intended that special efforts will be made to avoid any undue delay in refunding application monies where
appropriate.

No temporary documents of title will be issued in respect of the Offer Shares. No receipt will be issued
for sums paid on application but, subject to personal collection as mentioned below, in due course they will be
sent to you (or, in the case of joint applicants, to the first-named applicant) by ordinary post, at your own risk, to
the address specified on your application:

(a) for applications on WHITE Application Forms and White Form eIPO: (i) share certificate(s) for all
the Hong Kong Offer Shares applied for, if the application is wholly successful; or (ii) share
certificate(s) for the number of Hong Kong Offer Shares successfully applied for, if the application
is partially successful (for wholly successful and partially successful applicants on YELLOW
Application Forms: share certificates for their Hong Kong Offer Shares successfully applied for will
be deposited into CCASS as described below); and/or

(b) for applications on WHITE or YELLOW Application Forms, refund check(s) crossed “Account
Payee Only” in favor of the applicant (or, in the case of joint applicants, the first-named applicant)
for (i) the surplus application monies for the Hong Kong Offer Shares unsuccessfully applied for, if
the application is partially unsuccessful; or (ii) all the application monies, if the application is wholly
unsuccessful; and/or (iii) the difference between the Offer Price and the maximum offer price per
Share paid on application in the event that the Offer Price is less than the offer price per Share
initially paid on application, in each case including the brokerage of 1%, SFC transaction levy of
0.004%, and Hong Kong Stock Exchange trading fee of 0.005%, attributable to such refund/surplus
monies but without interest.

Š Part of your Hong Kong identity card number/passport number, or, if you are joint applicants,
part of the Hong Kong identity card number/passport number of the first-named applicant,
provided by you may be printed on your refund check, if any. Such data would also be
transferred to a third party for refund purposes. Your banker may require verification of your
Hong Kong identity card number/passport number before encashment of your refund check.
Inaccurate completion of your Hong Kong identity card number/passport number may lead to
delay in encashment of or may invalidate your refund check.

Subject to personal collection as mentioned below, refund checks for surplus application monies (if any)
in respect of wholly and partially unsuccessful applications under WHITE and YELLOW Application Forms and
White Form eIPO and share certificates for wholly and partially successful applicants under WHITE
Application Form and WHITE Form eIPO are expected to be posted on or around Wednesday, September 22,
2010. The right is reserved to retain any share certificate(s) and any surplus application monies pending
clearance of check(s).

Share certificates will only become valid certificates of title at 8:00 a.m. on Friday, September 24, 2010
provided that the Hong Kong Public Offering has become unconditional in all respects and the right of
termination described in “Underwriting — Grounds for termination” in this prospectus has not been exercised.

(a) If you apply using a WHITE Application Form:

Š If you apply for 1,000,000 Hong Kong Offer Shares or more on a WHITE Application Form and
have indicated your intention in your Application Form to collect your refund check(s) (where

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HOW TO APPLY FOR HONG KONG OFFER SHARES

applicable) and/or share certificate(s) (where applicable) from our Hong Kong Share Registrar and
have provided all information required by your Application Form, you may collect your refund
check(s) (where applicable) and share certificate(s) (where applicable) from Computershare Hong
Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s
Road East, Wanchai, Hong Kong from 9:00 a.m. to 1:00 p.m. on Wednesday, September 22, 2010 or
such other place and date as notified by our Company in the newspapers as the place and date of
collection/dispatch of refund checks/e-Refund payment instructions/share certificates.

Š If you are an individual who opts for personal collection, you must not authorize any other person to
make collection on your behalf. If you are a corporate applicant which opts for personal collection,
you must attend by your authorized representative bearing a letter of authorization from your
corporation stamped with your corporation’s chop. Both individuals and authorized representatives
(if applicable) must produce, at the time of collection, evidence of identity acceptable to
Computershare Hong Kong Investor Services Limited.

Š If you do not collect your refund check(s) (where applicable) and/or share certificate(s) (where
applicable) personally within the time specified for collection, they will be sent to the address as
specified in your Application Form promptly thereafter by ordinary post and at your own risk.

(b) If you apply using a YELLOW Application Form:

Š If you apply for 1,000,000 Hong Kong Offer Shares or more and you have elected on your
YELLOW Application Form to collect your refund check (where applicable) in person, please
follow the same instructions as those for WHITE Application Form applicants as described above.

Š If you apply for less than 1,000,000 Hong Kong Offer Shares or if you apply for 1,000,000 Hong Kong
Offer Shares or more but have not indicated on your Application Form that you will collect your refund
check(s) (where applicable) in person, your refund check(s) (where applicable) will be sent to the
address on your Application Form on Wednesday, September 22, 2010, by ordinary post and at your
own risk.

Š If you apply for Hong Kong Offer Shares using a YELLOW Application Form and your application
is wholly or partially successful, your share certificate(s) will be issued in the name of HKSCC
Nominees and deposited into CCASS for credit to your CCASS Investor Participant stock account or
the stock account of your designated CCASS Participant as instructed by you in your Application
Form on Wednesday, September 22, 2010, or under contingent situation, on any other date as shall
be determined by HKSCC or HKSCC Nominees.

Š If you are applying through a designated CCASS Participant (other than a CCASS Investor
Participant) for Hong Kong Offer Shares credited to the stock account of your designated CCASS
Participant (other than a CCASS Investor Participant), you can check the number of Hong Kong
Offer Shares allocated to you with that CCASS Participant.

Š If you are applying as a CCASS Investor Participant, our Company expects to publish the results of
CCASS Investor Participants’ applications together with the results of the Hong Kong Public
Offering in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) on
Wednesday, September 22, 2010. You should check the announcement published by us and report
any discrepancies to HKSCC before 5:00 p.m. on Wednesday, September 22, 2010 or such other
date as shall be determined by HKSCC or HKSCC Nominees. Immediately after the credit of the
Hong Kong Offer Shares to your stock account, you can check your new account balance via the
CCASS Phone System and the CCASS Internet System (under the procedures contained in

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HOW TO APPLY FOR HONG KONG OFFER SHARES

HKSCC’s “An Operating Guide for Investor Participants” in effect from time to time). HKSCC will
also make available to you an activity statement showing the number of Hong Kong Offer Shares
credited to your stock account.

(c) If you apply using White Form eIPO:

If you apply for 1,000,000 Hong Kong Offer Shares or more through the White Form eIPO service by
submitting an electronic application to the designated White Form eIPO Service Provider through the
designated website at www.eipo.com.hk and your application is wholly or partially successful, you may collect
your share certificate(s) in person from Computershare Hong Kong Investor Services Limited at Shops 1712-
1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, from 9:00 a.m. to 1:00 p.m.
on Wednesday, September 22, 2010, or such other date as notified by our Company in the newspapers as the date
of dispatch/collection of share certificates/e-Refund payment instructions/refund checks.

If you do not collect your share certificate(s) personally within the time specified for collection, they will
be sent to the address specified in your application instructions to the designated White Form eIPO Service
Provider promptly thereafter by ordinary post and at your own risk.

If you paid the application monies from a single bank account, e-Refund payment instructions (if any)
will be dispatched to the application payment account on Wednesday, September 22, 2010. If you used multiple
bank accounts to pay the application monies, a refund check (if any) will be dispatched to the address specified in
your application instructions to the designated White Form eIPO Service Provider on Wednesday,
September 22, 2010, by ordinary post and at your own risk.

If you apply for less than 1,000,000 Hong Kong Offer Shares, your share certificate(s) and/or refund
check(s) (where applicable) will be sent to the address specified in your application instructions to the designated
White Form eIPO Service Provider through the designated website at www.eipo.com.hk on Wednesday,
September 22, 2010 by ordinary post and at your own risk.

Please also note the additional information relating to refund of application monies overpaid, application
money underpaid or applications rejected by the designated White Form eIPO Service Provider set out in
“— How to apply through White Form eIPO — Additional information” above.

2. Applying by giving electronic application instructions to HKSCC

General

CCASS Participants may give electronic application instructions to HKSCC to apply for the Hong
Kong Offer Shares and to arrange payment of the monies due on application and payment of refunds. This will
be in accordance with their participant agreements with HKSCC and the General Rules of CCASS and the
CCASS Operational Procedures.

If you are a CCASS Investor Participant, you may give electronic application instructions through the
CCASS Phone System by calling 2979 7888 or through the CCASS Internet System (https://ip.ccass.com) (using
the procedures contained in HKSCC’s “An Operating Guide for Investor Participants” in effect from time to
time).

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HOW TO APPLY FOR HONG KONG OFFER SHARES

HKSCC can also input electronic application instructions for you if you go to:

Hong Kong Securities Clearing Company Limited


Customer Service Center
2/F, Vicwood Plaza
199 Des Voeux Road Central Hong Kong

and complete an input request form.

Prospectuses are available for collection from the above address.

If you are not a CCASS Investor Participant, you may instruct your broker or custodian who is a CCASS
Clearing Participant or a CCASS Custodian Participant to give electronic application instructions via CCASS
terminals to apply for the Hong Kong Offer Shares on your behalf.

You are deemed to have authorized HKSCC and/or HKSCC Nominees to transfer the details of your
application, whether submitted by you or through your broker or custodian, to our Company and its registrar.

Giving electronic application instructions to HKSCC to apply for Hong Kong Offer Shares by
HKSCC Nominees on your behalf

Where a WHITE Application Form is signed by HKSCC Nominees on behalf of persons who have given
electronic application instructions to apply for the Hong Kong Offer Shares:

(a) HKSCC Nominees is only acting as a nominee for those persons and shall not be liable for any
breach of the terms and conditions of the WHITE Application Form or this prospectus;

(b) HKSCC Nominees does the following things on behalf of each such person:

Š agrees that the Hong Kong Offer Shares to be allotted shall be issued in the name of HKSCC
Nominees and deposited directly into CCASS for the credit of the stock account of the CCASS
Participant who has inputted electronic application instructions on that person’s behalf or that
Person’s CCASS Investor Participant stock account;

Š undertakes and agrees to accept the Hong Kong Offer Shares in respect of which that person has
given electronic application instructions or any lesser number;

Š undertakes and confirms that that person has not applied for or taken up any International Offer
Shares under the International Offering nor otherwise participated in the International Offering;

Š (if the electronic application instructions are given for that person’s own benefit) declares that
only one set of electronic application instructions has been given for that person’s benefit;

Š (if that person is an agent for another person) declares that that person has only given one set of
electronic application instructions for the benefit of that other person and that that person is
duly authorized to give those instructions as that other person’s agent;

Š understands that the above declaration will be relied upon by our Company, our Directors and
the Joint Bookrunners in deciding whether or not to make any allotment of Hong Kong Offer
Shares in respect of the electronic application instructions given by that person and that that
person may be prosecuted if he makes a false declaration;

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HOW TO APPLY FOR HONG KONG OFFER SHARES

Š authorizes our Company to place the name of HKSCC Nominees on the register of members of
our Company as the holder of the Hong Kong Offer Shares allotted in respect of that person’s
electronic application instructions and to send Share certificate(s) and/or refund monies in
accordance with the arrangements separately agreed between our Company and HKSCC;

Š confirms that that person has read the terms and conditions and application procedures set out in
this prospectus and agrees to be bound by them;

Š confirms that that person has only relied on the information and representations in this
prospectus in giving that person’s electronic application instructions or instructing that
person’s broker or custodian to give electronic application instructions on that person’s
behalf;

Š agrees that our Company, the Joint Bookrunners and any of their respective directors,
employees, partners, agents or advisers are liable only for the information and representations
contained in this prospectus and any supplement hereto (and only then to the extent such
liability is held to exist by a court of competed jurisdiction);

Š agrees to disclose that person’s personal data to our Company, our registrar, receiving banks,
the Joint Bookrunners and any of their respective agents and any information which they may
require about that person;

Š agrees (without prejudice to any other rights which that person may have) that once the
application of HKSCC Nominees has been accepted, the application cannot be rescinded for
innocent misrepresentation;

Š agrees that that any application made by HKSCC Nominees on behalf of that person pursuant to
the electronic application instructions given by that person is irrevocable before Friday,
October 22, 2010, such agreement to take effect as a collateral contract with our Company and
to become binding when that person gives the instructions and such collateral contract to be in
consideration of our Company agreeing that it will not offer any Hong Kong Offer Shares to
any person before Friday, October 22, 2010, except by means of one of the procedures referred
to in this prospectus. However, HKSCC Nominees may revoke the application before Friday,
October 22, 2010 if a person responsible for this prospectus under Section 40 of the Companies
Ordinance gives a public notice under that section which excludes or limits the responsibility of
that person for this prospectus;

Š agrees that once the application of HKSCC Nominees is accepted, neither that application nor
that person’s electronic application instructions can be revoked, and that acceptance of that
application will be evidenced by the announcement of the results of the Hong Kong Public
Offering published by our Company;

Š agrees to the arrangements, undertakings and warranties specified in the participant agreement
between that person and HKSCC, read with the General Rules of CCASS and the CCASS
Operational Procedures, in respect of the giving of electronic application instructions relating
to Hong Kong Offer Shares;

Š agrees that that person’s application, any acceptance of it and the resulting contract will be
governed by and construed in accordance with the Laws of Hong Kong.

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HOW TO APPLY FOR HONG KONG OFFER SHARES

Effect of giving electronic application instructions to HKSCC

By giving electronic application instructions to HKSCC or instructing your broker or custodian who is
a CCASS Clearing Participant or a CCASS Custodian Participant to give such instructions to HKSCC, you (and
if you are joint applicants, each of you jointly and severally) are deemed to have done the following things.
Neither HKSCC nor HKSCC Nominees shall be liable to our Company or any other person in respect of the
things mentioned below:

Š instructed and authorized HKSCC to cause HKSCC Nominees (acting as nominee for the relevant
CCASS Participants) to apply for the Hong Kong Offer Shares on your behalf;

Š instructed and authorized HKSCC to arrange payment of the maximum offer price and related
brokerage, SFC transaction levy and Hong Kong Stock Exchange trading fee by debiting your
designated bank account and, in the case of a wholly or partially unsuccessful application and/or the
Offer Price is less than the offer price per Share initially paid on application, refund of the
application monies, in each case including brokerage, SFC transaction levy and Hong Kong Stock
Exchange trading fee, by crediting your designated bank account; and

Š instructed and authorized HKSCC to cause HKSCC Nominees to do on your behalf all the things
which it is stated to do on your behalf in the WHITE Application Form.

Multiple applications

If you are suspected of having made multiple applications or if more than one application is made for
your benefit, the number of Hong Kong Offer Shares applied for by HKSCC Nominees will be automatically
reduced by the number of Hong Kong Offer Shares in respect of which you have given such instructions and/or
in respect of which such instructions have been given for your benefit. Any electronic application instructions
to make an application for the Hong Kong Offer Shares given by you or for your benefit to HKSCC shall be
deemed to be an actual application for the purpose of considering whether multiple applications have been made.

Minimum subscription amount and permitted numbers

You may give or cause your broker or custodian who is a CCASS Clearing Participant or a CCASS
Custodian Participant to give electronic application instructions in respect of a minimum of 1,000 Hong Kong
Offer Shares. Such instructions in respect of more than 1,000 Hong Kong Offer Shares must be in one of the
numbers set out in the table in the Application Forms. No application for any other number of Hong Kong Offer
Shares will be considered and any such application is liable to be rejected.

Time for inputting electronic application instructions

CCASS Clearing/Custodian Participants can input electronic application instructions at the following
times on the following dates:

Monday, September 13, 2010 – 9:00 a.m. to 8:30 p.m.(1)


Tuesday, September 14, 2010 – 8:00 a.m. to 8:30 p.m.(1)
Wednesday, September 15, 2010 – 8:00 a.m. to 8:30 p.m.(1)
Thursday, September 16, 2010 – 8:00 a.m.(1) to 12:00 noon
Note:

(1) These times are subject to change as HKSCC may determine from time to time with prior notification to CCASS Clearing/Custodian
Participants.

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HOW TO APPLY FOR HONG KONG OFFER SHARES

CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Monday,
September 13, 2010 until 12:00 noon on Thursday, September 16, 2010 (24 hours daily, except the last
application day).

Effect of bad weather on the last application day

The latest time for inputting your electronic application instructions will be 12:00 noon on Thursday,
September 16, 2010, the last application day. If:

Š a tropical cyclone warning signal number 8 or above; or

Š a “black” rainstorm warning signal

is in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Thursday, September 16, 2010, the
last application day will be postponed to the next business day which does not have either of those warning
signals in force in Hong Kong at any time between 9:00 a.m. and 12 noon on such day. Business day means a day
that is not a Saturday, Sunday or public holiday in Hong Kong.

Allocation of Hong Kong Offer Shares

For the purposes of allocating Hong Kong Offer Shares, HKSCC Nominees will not be treated as an
applicant. Instead, each CCASS Participant who gives electronic application instructions or each person for
whose benefit each such instructions is given will be treated as an applicant.

Deposit of share certificates into CCASS and refund of application monies

Š No temporary document of title will be issued. No receipt will be issued for application monies
received.

Š If your application is wholly or partially successful, your share certificate(s) will be issued in the
name of HKSCC Nominees and deposited into CCASS for the credit of the stock account of the
CCASS Participant which you have instructed to give electronic application instructions on your
behalf or your CCASS Investor Participant stock account at the close of business on Wednesday,
September 22, 2010, or, in the event of a contingency, on any other date as shall be determined by
HKSCC or HKSCC Nominees.

Š We expect to publish the application results of CCASS Participants’ applications together with the
results of the Hong Kong Public Offering on Wednesday, September 22, 2010, in the manner as
described in “— Publication of results” above. You should check the announcement published by
our Company and report any discrepancies to HKSCC before 5:00 p.m. on Wednesday,
September 22, 2010 or such other date as shall be determined by HKSCC or HKSCC Nominees.

Š If you have instructed your broker or custodian to give electronic application instructions on your
behalf, you can also check the number of Hong Kong Offer Shares allotted to you and the amount of
refund monies (if any) payable to you with that broker or custodian.

Š If you have applied as a CCASS Investor Participant, you can also check the number of Hong Kong
Offer Shares allotted to you and the amount of refund monies (if any) payable to you via the CCASS
Phone System and the CCASS Internet System (under the procedures contained in HKSCC’s “An
Operating Guide for Investor Participants” in effect from time to time) on Wednesday,
September 22, 2010. Immediately after the credit of the Hong Kong Offer Shares to your CCASS

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HOW TO APPLY FOR HONG KONG OFFER SHARES

Investor Participant stock account and the credit of refund monies to your designated bank account,
HKSCC will also make available to you an activity statement showing the number of Hong Kong
Offer Shares credited to your CCASS Investor Participant stock account and the amount of refund
monies (if any) credited to your designated bank account.

Š Refund of your application monies (if any) in respect of wholly and partially unsuccessful
applications and/or difference between the Offer Price and the offer price per Hong Kong Share
initially paid on application, in each case including a brokerage of 1%, SFC transaction levy of
0.004%, and a Hong Kong Stock Exchange trading fee of 0.005%, will be credited to your
designated bank account or the designated bank account of your broker or custodian on Wednesday,
September 22, 2010. No interest will be paid thereon.

Section 40 of the Companies Ordinance

For the avoidance of doubt, our Company and all other parties involved in the preparation of this
prospectus acknowledge that each CCASS Participant who gives or causes to give electronic application
instructions is a person who may be entitled to compensation under Section 40 of the Companies Ordinance.

Personal data

The section of the Application Form entitled “Personal Data” applies to any personal data held by our
Company, our registrar, receiving banks, the Joint Bookrunners and any of their respective advisers and agents
about you in the same way as it applies to personal data about applicants other than HKSCC Nominees.

Warning

The application of the Hong Kong Offer Shares by giving electronic application instructions to HKSCC
is only a facility provided to CCASS Participants. Our Company, our Directors and the Joint Bookrunners take
no responsibility for the application and provide no assurance that any CCASS Participant will be allotted any
Hong Kong Offer Shares.

To ensure that CCASS Investor Participants can give their electronic application instructions to
HKSCC through the CCASS Phone System or the CCASS Internet System, CCASS Investor Participants are
advised not to wait until the last minute to input their electronic application instructions to the systems. In the
event that CCASS Investor Participants have problems connecting to the CCASS Phone System or the CCASS
Internet System to submit their electronic application instructions, they should either: (i) submit a WHITE or
YELLOW Application Form; or (ii) go to HKSCC’s Customer Service Center to complete an input request form
for electronic application instructions before 12:00 noon on Thursday, September 16, 2010.

3. Circumstances in which you will not be allotted Hong Kong Offer Shares

Full details of the circumstances in which you will not be allotted the Hong Kong Offer Shares are set out
in the notes attached to the Application Forms (whether you are making your application by an Application Form
or to the designated White Form eIPO Service Provider or electronically instructing HKSCC to cause HKSCC
Nominees to apply on your behalf), and you should read them carefully.

You should note in particular the following situations in which Hong Kong Offer Shares will not be
allotted to you:

If your application is revoked

By completing and submitting an Application Form or submitting electronic application instructions to


HKSCC you agree that you cannot revoke your application or the application made by HKSCC Nominees on

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HOW TO APPLY FOR HONG KONG OFFER SHARES

your behalf or by the designated White Form eIPO provider through White Form eIPO service on or before
Friday, October 22, 2010. This agreement will take effect as a collateral contract with our Company, and will
become binding when you lodge your Application Form or submit your electronic application instructions to
HKSCC and an application has been made by HKSCC Nominees on your behalf accordingly or to the designated
White Form eIPO provider through White Form eIPO service. This collateral contract will be in consideration
of our Company agreeing that it will not offer any Hong Kong Offer Shares to any person before Friday,
October 22, 2010 except by means of one of the procedures referred to in this prospectus.

Your application or the application made by HKSCC Nominees or the HK eIPO White Form Service on
your behalf may only be revoked on or before Friday, September 24, 2010 if a person responsible for this
prospectus under Section 40 of the Companies Ordinance gives a public notice under that section which excludes
or limits the responsibility of that person for this prospectus.

If any supplement to this prospectus is issued, applicant(s) who have already submitted an application
may or may not (depending on the information contained in the supplement) be notified that they can withdraw
their applications. If applicant(s) have not been so notified, or if applicant(s) have been notified but have not
withdrawn their applications in accordance with the procedure to be notified, all applications that have been
submitted remain valid and may be accepted. Subject to the above, an application once made is irrevocable and
applicants shall be deemed to have applied on the basis of this prospectus as supplemented.

If your application or the application made by HKSCC Nominees on your behalf has been accepted, it
cannot be revoked. For this purpose, acceptance of applications which are not rejected will be constituted by
notification in the announcement of the results of allocation, and where such basis of allocation is subject to
certain conditions or provides for allocation by ballot, such acceptance will be subject to the satisfaction of such
conditions or results of the ballot, respectively.

Full discretion of our Company, the Joint Bookrunners or our or their respective agents to reject or
accept your application

Our Company, the Joint Bookrunners (as agent for our Company) or the designated Form eIPO Service
Provider, or their respective agents and nominees, have full discretion to reject or accept any application, or to
accept only part of any application.

Our Company and the Joint Bookrunners, in their capacity as our Company’s agents, and their agents and
nominees do not have to give any reason for any rejection or acceptance.

If the allotment of Hong Kong Offer Shares is void

The allotment of Hong Kong Offer Shares to you or to HKSCC Nominees (if you give electronic
application instructions to HKSCC or apply by a YELLOW Application Form) will be void if the Listing
Committee does not grant permission to list the Offer Shares either:

Š within three weeks from the closing of the application lists; or

Š within a longer period of up to six weeks if the Listing Committee notifies our Company of that
longer period within three weeks of the closing date of the application lists.

You will not receive any allotment if:

Š you make multiple applications or suspected multiple applications;

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HOW TO APPLY FOR HONG KONG OFFER SHARES

Š you or the person for whose benefit you apply for have applied for or taken up, or indicated an
interest for, or received or have been or will be placed or allocated (including conditionally and/or
provisionally) International Offer Shares in the International Offering. By filling in any of the
Application Forms or submitting electronic application instructions to HKSCC or to the
designated White Form eIPO Service Provider through White Form eIPO service, you agree not
to apply for or indicate an interest for International Offer Shares in the International Offering.
Reasonable steps will be taken to identify and reject applications in the Hong Kong Public Offering
from investors who have received International Offer Shares in the International Offering, and to
identify and reject indications of interest in the International Offering from investors who have
received Hong Kong Offer Shares in the Hong Kong Public Offering;

Š you apply for more than 50% of the Hong Kong Offer Shares initially being offered under the Hong
Kong Public Offering;

Š your payment is not made correctly or you pay by check or banker’s cashier order and the check or
banker’s cashier order is dishonored upon its first presentation;

Š your Application Form is not completed in accordance with the instructions as stated in the
Application Form (if you apply by an Application Form);

Š your electronic application instructions through the White Form eIPO service are not completed
in accordance with the instructions, terms and conditions set out in the designated website at
www.eipo.com.hk.

Š the Underwriting Agreements do not become unconditional; or

Š the Underwriting Agreements are terminated in accordance with their respective terms.

You should also note that you may apply for Hong Kong Offer Shares under the Hong Kong Public
Offering or indicate an interest for International Offer Shares under the International Offering, but may not do
both.

4. How much are the Hong Kong Offer Shares

The maximum offer price is HK$6.10 per Share. You must also pay brokerage of 1%, SFC transaction
levy of 0.004%, and Hong Kong Stock Exchange trading fee of 0.005% in full. This means that for one board lot
of 1,000 Hong Kong Offer Shares you will pay approximately HK$6,161.55. The Application Forms have tables
showing the exact amount payable for certain numbers of Hong Kong Offer Shares up to 12,637,000 Hong Kong
Offer Shares.

You must pay the amount payable upon application for the Offer Shares by one check or one banker’s
cashier order in accordance with the terms set out in the Application Form (if you apply by an Application
Form).

If the Offer Price as finally determined is less than HK$6.10 per Hong Kong Offer Share, appropriate
refund payments (including brokerage, SFC transaction levy and Hong Kong Stock Exchange trading fee
attributable to the surplus application monies) will be made to successful applicants, without interest. Details of
the procedure for refund are set out in “— Dispatch/collection of share certificates and refunds checks” above.

If your application is successful, brokerage is paid to participants of the Hong Kong Stock Exchange or
the Hong Kong Stock Exchange (as the case may be), the SFC transaction levy and the Hong Kong Stock

— 244 —
HOW TO APPLY FOR HONG KONG OFFER SHARES

Exchange trading fee are paid to the Hong Kong Stock Exchange (in the case of the SFC transaction levy
collected on behalf of the SFC).

5. Refund of application monies

If you do not receive any Hong Kong Offer Shares for any reason, our Company will refund your
application monies, including brokerage of 1%, SFC transaction levy of 0.004%, and Hong Kong Stock
Exchange trading fee of 0.005%. No interest will be paid thereon. All interest accrued on such monies prior to
the date of dispatch of refund checks will be retained for the benefit of our Company.

If your application is accepted only in part, our Company will refund the appropriate portion of your
application monies, including the related brokerage of 1%, SFC transaction levy of 0.004%, and Hong Kong
Stock Exchange trading fee of 0.005%, without interest.

If the Offer Price as finally determined is less than the offer price per Share (excluding brokerage, SFC
transaction levy and Hong Kong Stock Exchange trading fee thereon) initially paid on application, our Company
will refund to you the surplus application monies, together with the related brokerage of 1%, SFC transaction
levy of 0.004%, and Hong Kong Stock Exchange trading fee of 0.005%, without interest.

In a contingency situation involving a substantial over-subscription, at the discretion of our Company and
the Joint Bookrunners, checks for applications for certain small denominations of Hong Kong Offer Shares (apart
from successful applications) may not be cleared.

Refund of your application monies (if any) will be made on Wednesday, September 22, 2010 in
accordance with the various arrangements as described above.

Refund checks will be crossed “Account Payee Only,” and made out to you (or in case of joint applicants,
the first-named applicant on the Application Form). Part of your Hong Kong identity card number/passport
number, (or in case of joint applicants, part of the Hong Kong identity card number/passport number of the first-
named applicant) provided by you may be printed on the refund check, if any. Such data would also be
transferred to a third party for refund purposes. A banker may require verification of your Hong Kong identity
card number/passport number before encashment of your refund check. Inaccurate recordation of your Hong
Kong identity card number/passport number may lead to delay in encashment of or may invalidate your refund
check.

6. Dealings and settlement

Commencement of dealings in the Shares

Dealings in the Shares on the Hong Kong Stock Exchange are expected to commence on Friday,
September 24, 2010.

The Shares will be traded in board lots of 1,000 Shares each. The stock code of the Shares is 853.

Offer Shares will be eligible for admission into CCASS

If the Hong Kong Stock Exchange grants the listing of, and permission to deal in, the Shares and our
Company complies with the stock admission requirements of HKSCC, the Shares will be accepted as eligible
securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of
commencement of dealings in the Shares on the Hong Kong Stock Exchange or any other date HKSCC chooses.

— 245 —
HOW TO APPLY FOR HONG KONG OFFER SHARES

Settlement of transactions between participants of the Hong Kong Stock Exchange is required to take place in
CCASS on the second business day after any trading day.

All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational
Procedures in effect from time to time.

Investors should seek the advice of their stockbroker or other professional adviser for details of the
settlement arrangement as such arrangements may affect their rights and interests.

All necessary arrangements have been made enabling the Shares to be admitted into CCASS.

— 246 —
APPENDIX I ACCOUNTANTS’ REPORT

The following is the text of a report for the purpose of incorporation in this prospectus, received from our
Company’s reporting accountants, KPMG, Certified Public Accountants, Hong Kong.

8th Floor
Prince’s Building
10 Chater Road
Central, Hong Kong

September 13, 2010

The Directors
MicroPort Scientific Corporation

Credit Suisse (Hong Kong) Limited


Piper Jaffray Asia Limited

Dear Sirs,

Introduction

We set out below our report on the financial information relating to MicroPort Scientific Corporation (the
“Company”) and its subsidiaries (hereinafter collectively referred to as the “Group”) including the consolidated
income statements, the consolidated statements of comprehensive income, the consolidated statements of
changes in equity and the consolidated statements of cash flows of the Group, for each of the years ended
December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010 (the “Track Record Period”),
and the consolidated balance sheets of the Group and the balance sheets of the Company as at December 31,
2007, 2008 and 2009 and March 31, 2010, together with the notes thereto (the “Financial Information”), for
inclusion in the prospectus of the Company dated September 13, 2010 (the “Prospectus”).

The Company was incorporated in the Cayman Islands on July 14, 2006 as an exempted company with
limited liability under the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the
Cayman Islands. Pursuant to a group reorganization in December 2006 (the “Reorganization”) as detailed in the
section headed “Company History and Reorganization” to this Prospectus, the Company became the holding
company of the Group.

As at the date of this report, no audited financial statements have been prepared for MicroPort Medical
Limited and Leader City Limited as they are investment holding companies and not subject to statutory audit
requirements under the relevant rules and regulations in the jurisdiction of incorporation.

All subsidiaries of the Company have adopted December 31 as their financial year end date. Details of the
Company’s subsidiaries that were subject to audit during the Track Record Period and the names of the
respective auditors are set out in note 15 of Section B. The statutory financial statements of these companies
were prepared in accordance with the relevant accounting rules and regulations applicable to entities in the
countries in which they were incorporated and/or established.

The directors of the Company have prepared consolidated financial statements of the Group for the Track
Record Period in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”) issued by the Hong
Kong Institute of Certified Public Accountants (the “HKICPA”) (the “Underlying Financial Statements”). The
Underlying Financial Statements for each of the years ended December 31, 2007, 2008 and 2009 and the three
months ended March 31, 2010 were audited by us in accordance with the Hong Kong Standards on Auditing
issued by the HKICPA.

I-1
APPENDIX I ACCOUNTANTS’ REPORT

The Financial Information has been prepared by the directors of the Company based on the Underlying
Financial Statements with no adjustments made thereto and in accordance with the disclosure requirements of the
Hong Kong Companies Ordinance and the applicable disclosure provisions of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).
Respective responsibilities of directors and reporting accountants
The directors of the Company are responsible for the preparation and true and fair presentation of the
Financial Information in accordance with HKFRSs issued by the HKICPA, the disclosure requirements of the
Hong Kong Companies Ordinance and the applicable disclosure provisions of the Listing Rules. This
responsibility includes designing, implementing and maintaining internal control relevant to the preparation and
the true and fair presentation of Financial Information that is free from material misstatement, whether due to
fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are
reasonable in the circumstances.
Our responsibility is to form an opinion on the Financial Information based on our procedures.
Basis of opinion
As a basis for forming an opinion on the Financial Information, for the purpose of this report, we have
examined the Underlying Financial Statements and have carried out such appropriate procedures as we
considered necessary in accordance with Auditing Guideline “Prospectuses and the Reporting Accountant”
(Statement 3.340) issued by the HKICPA.
We have not audited any financial statements of the Company, its subsidiaries or the Group in respect of
any period subsequent to March 31, 2010.
Opinion
In our opinion, for the purpose of this report, the Financial Information, in accordance with the basis of
preparation and the accounting policies set out in Section B below, gives a true and fair view of the Group’s
consolidated results and cash flows for the Track Record Period, and the state of affairs of the Group and the
Company as at December 31, 2007, 2008 and 2009 and March 31, 2010.
Corresponding financial information
For the purpose of this report, we have also reviewed the unaudited corresponding interim financial
information of the Group comprising the consolidated income statement, the consolidated statement of
comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash
flows for the three months ended March 31, 2009, together with the notes thereon (the “Corresponding Financial
Information”), for which the directors are responsible, in accordance with Hong Kong Standard on Review
Engagements 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the
Entity” issued by the HKICPA.
The directors of the Company are responsible for the preparation of the Corresponding Financial
Information in accordance with the same basis adopted in respect of the Financial Information. Our responsibility
is to express a conclusion on the Corresponding Financial Information based on our review.
A review consists of making enquiries, primarily of persons responsible for financial and accounting
matters, and applying analytical and other review procedures. A review is substantially less in scope than an
audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to
obtain assurance that we would become aware of all significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion on the Corresponding Financial Information.
Based on our review, for the purpose of this report, nothing has come to our attention that causes us to
believe that the Corresponding Financial Information is not prepared, in all material respects, in accordance with
the same basis adopted in respect of the Financial Information.

I-2
APPENDIX I ACCOUNTANTS’ REPORT

A Financial Information

1 Consolidated income statements

Three months
Years ended December 31, ended March 31,
Section B
Note 2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Revenue . . . . . . . . . . . . . . . . . . . . . . . . 3 and 4 421,263 485,242 560,726 137,570 176,727
Cost of sales . . . . . . . . . . . . . . . . . . . . . (60,171) (87,703) (78,037) (17,290) (22,684)
Gross profit . . . . . . . . . . . . . . . . . . . . . 361,092 397,539 482,689 120,280 154,043
Other revenue . . . . . . . . . . . . . . . . . . . . 5 16,637 20,559 22,519 3,059 1,119
Other net (loss) / income . . . . . . . . . . . . 5 (2,122) (3,231) (1,867) 363 665
Research and development costs . . . . . . (54,192) (59,391) (86,384) (15,090) (25,310)
Sales and marketing costs . . . . . . . . . . . (81,350) (66,244) (98,177) (18,851) (19,545)
Administrative expenses . . . . . . . . . . . . (54,946) (48,068) (50,850) (9,952) (13,184)
Other operating costs . . . . . . . . . . . . . . (27,264) (3,036) (1,022) (383) (100)
Profit from operations . . . . . . . . . . . . 157,855 238,128 266,908 79,426 97,688
Finance costs . . . . . . . . . . . . . . . . . . . . . 6(a) (44,200) (9,875) (17,153) (5,827) (2,990)
Profit before taxation . . . . . . . . . . . . . 6 113,655 228,253 249,755 73,599 94,698
Income tax . . . . . . . . . . . . . . . . . . . . . . . 7(a) (11,424) (49,405) (63,382) (19,212) (14,643)
Profit for the year/period . . . . . . . . . . 102,231 178,848 186,373 54,387 80,055
Earnings per share . . . . . . . . . . . . . . . 11
Basic (RMB) . . . . . . . . . . . . . . . . . . . . . 0.90 1.58 1.65 0.48 0.71
Diluted (RMB) . . . . . . . . . . . . . . . . . . . 0.90 1.58 1.63 0.48 0.70

The accompanying notes form part of the Financial Information.

I-3
APPENDIX I ACCOUNTANTS’ REPORT

2 Consolidated statements of comprehensive income

Three months ended


Section B Years ended December 31, March 31,
Note 2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Profit for the year/period . . . . . . . . . . 102,231 178,848 186,373 54,387 80,055
Other comprehensive income for the
year/period
Exchange differences of translation of
financial statements of entities
outside the PRC, net of nil tax . . . . . 6,029 3,820 577 (595) (1,132)
Total comprehensive income for the
year/period . . . . . . . . . . . . . . . . . . . . 108,260 182,668 186,950 53,792 78,923

The accompanying notes form part of the Financial Information.

I-4
APPENDIX I ACCOUNTANTS’ REPORT

3 Consolidated balance sheets

At December 31, At March 31,


Section B
Note 2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Non-current assets
Fixed assets
— Property, plant and equipment . . . . . . . . . . . . 12 92,630 129,088 156,802 160,764
— Interests in leasehold land held for own use
under operating leases . . . . . . . . . . . . . . . . . 12 4,619 4,517 37,548 37,353
97,249 133,605 194,350 198,117
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . 13 — 10,442 10,023 9,839
Prepayments for fixed assets . . . . . . . . . . . . . . . . 27,432 38,928 14,412 29,742
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 — 2,105 2,105 2,105
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . 22(b) 766 3,454 6,667 6,763
125,447 188,534 227,557 246,566
Current assets
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 47,714 48,476 56,695 64,698
Trade and other receivables . . . . . . . . . . . . . . . . . 17 137,512 114,636 143,817 196,517
Income tax recoverable . . . . . . . . . . . . . . . . . . . . 22(a) — 358 — —
Deposits with banks . . . . . . . . . . . . . . . . . . . . . . . 18 2,940 207,569 193,595 177,595
Cash and cash equivalents . . . . . . . . . . . . . . . . . . 19 309,852 66,461 90,194 101,983
498,018 437,500 484,301 540,793
Current liabilities
Trade and other payables . . . . . . . . . . . . . . . . . . . 20 156,814 68,945 152,260 54,990
Short term loans . . . . . . . . . . . . . . . . . . . . . . . . . . 21 8,681 20,235 — 100,000
Long term loans (current portion) . . . . . . . . . . . . 21 12,070 434 448 452
Redeemable convertible preference shares . . . . . 25(c)(ii) 70,070 72,078 82,262 83,976
Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . 22(a) 1,662 11,523 26,299 16,130
Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . 23 839 920 142 138
250,136 174,135 261,411 255,686
Net current assets . . . . . . . . . . . . . . . . . . . . . . . . 247,882 263,365 222,890 285,107
Total assets less current liabilities . . . . . . . . . . 373,329 451,899 450,447 531,673
Non-current liabilities
Long term loans . . . . . . . . . . . . . . . . . . . . . . . . . . 21 5,013 4,579 4,131 4,162
Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . 23 7,377 16,212 23,740 23,758
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . 22(b) — 23,505 34,883 34,843
12,390 44,296 62,754 62,763
NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . 360,939 407,603 387,693 468,910
CAPITAL AND RESERVES . . . . . . . . . . . . . . 25
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 89 89 89
Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 360,850 407,514 387,604 468,821
TOTAL EQUITY . . . . . . . . . . . . . . . . . . . . . . . . 360,939 407,603 387,693 468,910

The accompanying notes form part of the Financial Information.

I-5
APPENDIX I ACCOUNTANTS’ REPORT

4 Company balance sheets

At December 31, At March 31,


Section B
Note 2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Non-current assets
Investments in subsidiaries . . . . . . . . . . . . . . . . . 15 519,451 519,725 524,566 526,613
Current assets
Amounts due from subsidiaries . . . . . . . . . . . . . . 17 117,807 3 114,433 —
Cash and cash equivalents . . . . . . . . . . . . . . . . . . 19 779 11,713 4,162 8,623
118,586 11,716 118,595 8,623
Current liabilities
Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 143,662 36,467 129,653 23,901
Redeemable convertible preference shares . . . . . 25(c)(ii) 70,070 72,078 82,262 83,976
Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . 22(a) — — 4,754 —
213,732 108,545 216,669 107,877
Net current liabilities . . . . . . . . . . . . . . . . . . . . . (95,146) (96,829) (98,074) (99,254)
Total assets less current liabilities . . . . . . . . . . 424,305 422,896 426,492 427,359
Non-current liabilities
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . 22(b) — 8,358 12,972 12,972
NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . 424,305 414,538 413,520 414,387
CAPITAL AND RESERVES . . . . . . . . . . . . . . 25(a)
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 89 89 89
Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 424,216 414,449 413,431 414,298
TOTAL EQUITY . . . . . . . . . . . . . . . . . . . . . . . . 424,305 414,538 413,520 414,387

The accompanying notes form part of the Financial Information.

I-6
5 Consolidated statements of changes in equity

Attributable to equity shareholders of the Company


Share-based Statutory
Section B Share Share Contributed Translation compensation general Retained
APPENDIX I

Note capital premium surplus reserve capital reserve reserve earnings Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Note 25(c)(i) Note 25(d)(i) Note 25(d)(ii) Note 25(d)(iii) Note 25(d)(iv) Note 25(d)(v)
At January 1, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90 1 454,654 1,720 — — 64 456,529
Shares repurchased during the year . . . . . . . . . . . . . . . . . . . 25(c)(i) (1) — — — — — — (1)
Dividends approved in respect of the previous year . . . . . . . 25(b)(ii) — — (226,129) — — — — (226,129)
Equity-settled share-based transactions . . . . . . . . . . . . . . . . 24(c) — — — — 21,614 — — 21,614
Shares issued under the share option scheme . . . . . . . . . . . . 25(c)(iii) — 3,788 — — (3,122) — — 666
Total comprehensive income for the year . . . . . . . . . . . . . . — — — 6,029 — — 102,231 108,260
Appropriation of reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — — 13,828 (13,828) —
At December 31, 2007 and January 1, 2008 . . . . . . . . . . . . . 89 3,789 228,525 7,749 18,492 13,828 88,467 360,939
Dividends approved in respect of the previous year . . . . . . . 25(b)(ii) — — (136,632) — — — — (136,632)
Equity-settled share-based transactions . . . . . . . . . . . . . . . . 24(c) — — — — 274 — — 274
Shares issued under the share option scheme . . . . . . . . . . . . 25(c)(iii) — 2,849 — — (2,495) — — 354
Expiry of share options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — (6,008) — 6,008 —
Total comprehensive income for the year . . . . . . . . . . . . . . — — — 3,820 — — 178,848 182,668
At December 31, 2008 and January 1, 2009 . . . . . . . . . . . . . 89 6,638 91,893 11,569 10,263 13,828 273,323 407,603

I-7
Dividends approved in respect of the previous year . . . . . . . 25(b)(ii) — — (91,893) — — — (123,819) (215,712)
Equity-settled share-based transactions . . . . . . . . . . . . . . . . 24(c) — — — — 4,841 — — 4,841
Shares issued under the share option scheme . . . . . . . . . . . . 25(c)(iii) — 10,260 — — (6,249) — — 4,011
Expiry of share options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — (1,505) — 1,505 —
Total comprehensive income for the year . . . . . . . . . . . . . . — — — 577 — — 186,373 186,950
At December 31, 2009 and January 1, 2010 . . . . . . . . . . . . . 89 16,898 — 12,146 7,350 13,828 337,382 387,693
Equity-settled share-based transactions . . . . . . . . . . . . . . . . 24(c) — — — — 2,047 — — 2,047
Shares issued under the share option scheme . . . . . . . . . . . . 25(c)(iii) — 354 — — (107) — — 247
Total comprehensive income for the period . . . . . . . . . . . . . — — — (1,132) — — 80,055 78,923
At March 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 17,252 — 11,014 9,290 13,828 417,437 468,910
(Unaudited)
At January 1, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 6,638 91,893 11,569 10,263 13,828 273,323 407,603
Equity-settled share-based transactions . . . . . . . . . . . . . . . . 24(c) — — — — 2,215 — — 2,215
Expiry of share options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — (120) — 120 —
Total comprehensive income for the period . . . . . . . . . . . . . — — — (595) — — 54,387 53,792
At March 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 6,638 91,893 10,974 12,358 13,828 327,830 463,610

The accompanying notes form part of the Financial Information.


ACCOUNTANTS’ REPORT
APPENDIX I ACCOUNTANTS’ REPORT

6 Consolidated statements of cash flows

Three months
Section B Years ended December 31, ended March 31,
Note 2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Operating activities
Cash generated from operations . . . . . 19(b) 163,582 298,951 243,000 42,894 55,611
Tax paid:
— PRC income tax paid . . . . . . . . . . . (11,747) (19,935) (40,423) (3,305) (13,048)
— PRC withholding tax paid . . . . . . . — — — — (11,884)
— Non-PRC income tax (paid)/
refunded . . . . . . . . . . . . . . . . . . . . . (1,770) (1,839) 340 (16)
Net cash generated from operating
activities . . . . . . . . . . . . . . . . . . . . . 150,065 277,177 202,917 39,589 30,663
Investing activities
Payment for the purchase of fixed
assets . . . . . . . . . . . . . . . . . . . . . . . . (36,695) (64,216) (53,884) (4,252) (30,220)
Proceeds from sale of fixed assets . . . 36 3 610 — —
Payment for the purchase of
intangible assets . . . . . . . . . . . . . . . — — (300) — —
Placement of deposits with banks with
original maturities over three
months . . . . . . . . . . . . . . . . . . . . . . . — (320,084) (241,000) (21,000) (15,000)
Uplift of deposits with banks with
original maturities over three
months . . . . . . . . . . . . . . . . . . . . . . . — 115,000 255,084 — 31,000
(Increase)/decrease in pledged
deposits . . . . . . . . . . . . . . . . . . . . . . (229) 455 (110) (5,919) —
Interest received . . . . . . . . . . . . . . . . . 5,932 5,082 9,160 107 694
Payments for the acquisition of a
subsidiary . . . . . . . . . . . . . . . . . . . . 29 — (4,494) (3,529) — —
Net cash used in investing
activities . . . . . . . . . . . . . . . . . . . . . (30,956) (268,254) (33,969) (31,064) (13,526)
Financing activities
Payment for repurchase of own
shares . . . . . . . . . . . . . . . . . . . . . . . 25(c)(i) (1) — — — —
Proceeds from new loans . . . . . . . . . . 9,000 — — — 100,000
Repayments of loans . . . . . . . . . . . . . . — (590) (21,590) (9,000) —
Proceeds from shares issued under the
share option scheme . . . . . . . . . . . . 25(c)(iii) 666 354 4,011 — 247
Interest paid . . . . . . . . . . . . . . . . . . . . (682) (1,193) (480) (96) (1,240)
Dividends paid to ordinary
shareholders . . . . . . . . . . . . . . . . . . (116,915) (235,421) (124,191) (10,188) (101,709)
Dividends paid to holder of
redeemable convertible preference
shares . . . . . . . . . . . . . . . . . . . . . . . (5,003) (14,613) (2,972) — (2,596)
Net cash used in financing
activities . . . . . . . . . . . . . . . . . . . . . (112,935) (251,463) (145,222) (19,284) (5,298)
Net increase/(decrease) in cash and
cash equivalents . . . . . . . . . . . . . . 6,174 (242,540) 23,726 (10,759) 11,839
Cash and cash equivalents at
beginning of the year/period . . . . 303,699 309,852 66,461 66,461 90,194
Effect of foreign exchange rate
changes . . . . . . . . . . . . . . . . . . . . . . (21) (851) 7 (24) (50)
Cash and cash equivalents at end of
the year/period . . . . . . . . . . . . . . . 19(a) 309,852 66,461 90,194 55,678 101,983

The accompanying notes form part of the Financial Information.

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APPENDIX I ACCOUNTANTS’ REPORT

B Notes to the Financial Information


1 General information
The Company was incorporated in the Cayman Islands on July 14, 2006 as an exempted company with
limited liability under the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of
the Cayman Islands. Pursuant to a group reorganization completed in December 2006, the Company
became the holding company of the Group. The principal business of the Company and its subsidiaries
are the manufacturing and distribution of medical devices in the People’s Republic of China (the “PRC”).
The details of the subsidiaries directly or indirectly owned by the Company are set out in note 15.
2 Significant accounting policies
(a) Statement of compliance
The Financial Information set out in this report has been prepared in accordance with HKFRSs,
which collective term includes all applicable individual Hong Kong Financial Reporting
Standards, Hong Kong Accounting Standards (“HKASs”) and Interpretations issued by the
HKICPA and accounting principles generally accepted in Hong Kong. The Financial Information
also complies with the disclosure requirements of the Hong Kong Companies Ordinance and the
applicable disclosure provisions of the Listing Rules.
The HKICPA has issued a number of new and revised HKFRSs that are first effective or available
for early adoption during the Track Record Period. For the purpose of preparing the Financial
Information, the Group has adopted the new and revised HKFRSs that are first effective for the
accounting period beginning on January 1, 2010 throughout the Track Record Period, except for
HKFRS 3 (Revised), Business Combinations and the amendments to HKAS 27, Consolidated and
separate financial statements, which are adopted for the accounting period beginning on January
1, 2010 and are applied prospectively. The adoption of HKFRS 3 (Revised) and amendments to
HKAS 27 have had no material impact on the Group’s Financial Information. The revised and
new accounting standards and interpretations issued but not yet effective for the accounting period
beginning on January 1, 2010 are set out in note 31.
The accounting policies set out below have been applied consistently to all periods presented in
the Financial Information.
(b) Basis of preparation of the Financial Information
The Financial Information comprises the Company and its subsidiaries and has been prepared on a
consolidated basis.
(c) Basis of measurement
The Financial Information is presented in Renminbi (“RMB”), which is the functional currency of
the Group’s major operating subsidiaries, rounded to the nearest thousand. The Financial
Information is prepared on the historical cost basis, except for the redeemable convertible
preference shares which are stated at fair value as explained in note 25(c)(ii) to this Financial
Information.
(d) Use of estimates and judgment
The preparation of the Financial Information in conformity with HKFRSs requires management to
make judgments, estimates and assumptions that affect the application of policies and reported
amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are
based on historical experience and various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis of making the judgments about carrying
values of assets and liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates.

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APPENDIX I ACCOUNTANTS’ REPORT

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognized in the period in which the estimate is revised if the revision
affects only that period, or in the period of the revision and future periods if the revision affects
both current and future periods.

Judgments made by management in the application of HKFRSs that have a significant effect on
the Financial Information and major sources of estimation uncertainty are discussed in note 30.

(e) Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to
govern the financial and operating policies of an entity so as to obtain benefits from its activities.
In assessing control, potential voting rights that presently are exercisable are taken into account.

An investment in a subsidiary is consolidated into the Financial Information from the date that
control commences until the date that control ceases. Intra-group balances and transactions and
any unrealized profits arising from intra-group transactions are eliminated in full in preparing the
Financial Information. Unrealized losses resulting from intra-group transactions are eliminated in
the same way as unrealized gains but only to the extent that there is no evidence of impairment.

(f) Goodwill

Goodwill represents the excess of the cost of a business combination over the Group’s interest in
the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities.

Goodwill is stated at cost less accumulated impairment losses. Goodwill arising on a business
combination is allocated to each cash-generating unit, or groups of cash-generating units, that is
expected to benefit from the synergies of the combination and is tested annually for impairment
(see note 2(j)).

Any excess of the Group’s interest in the net fair value of the acquiree’s identifiable assets,
liabilities and contingent liabilities over the cost of a business combination is recognized
immediately in the income statement.

On disposal of a cash-generating unit, any attributable amount of purchased goodwill is included


in the calculation of the profit or loss on disposal.

(g) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation
and impairment losses (note 2(j)).

Cost includes expenditure that is directly attributable to the acquisition of an asset. The
cost of self-constructed assets includes the cost of materials and direct labor, any other
costs directly attributable to bringing the asset to a working condition for its intended use,
and the costs of dismantling and removing the items and restoring the site on which they
are located. Capitalization of these costs ceases and the construction in progress is
transferred to property, plant and equipment when all of the activities necessary to prepare
the assets for their intended use are substantially completed. Purchased software that is

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APPENDIX I ACCOUNTANTS’ REPORT

integral to the functionality of the related equipment is capitalized as part of that


equipment.

When parts of an item of property, plant and equipment have different useful lives, they
are accounted for as separate items (major component) of property, plant and equipment.

Gains and losses on disposal of an item of property, plant and equipment are determined
by comparing the proceeds from disposal with the carrying amount of property, plant and
equipment, and are recognized net within other net income in the income statement.

(ii) Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognized in the
carrying amount of the item if it is probable that the future economic benefits embodied
within the part will flow to the Group and its cost can be measured reliably. The costs of
the day-to-day servicing of property, plant and equipment are recognized in the income
statement as incurred.

(iii) Depreciation

Depreciation is recognized in the income statement on a straight-line basis after taking into
account their estimated residual values over the estimated useful lives of each part of an
item of property, plant and equipment. The estimated useful lives of other property, plant
and equipment are as follows:

Š Buildings situated on leasehold land are depreciated over the shorter of the unexpired
term of lease and their estimated useful lives, being no more than 50 years after the
date of completion;

Š Leasehold improvements are depreciated over the shorter of their estimated useful
lives, being 10 years from the date of completion, and unexpired terms of the leases;
and

Š Equipment and machinery 5 to 10 years


Š Office equipment, furniture and fixtures 5 to 10 years
Š Motor vehicles 5 years
Š Computer software 3 years

No depreciation is provided in respect of construction in progress until it is substantially


completed and ready for its intended use. Upon completion and commissioning for
operation, depreciation will be provided at the appropriate rates specified above.

Depreciation methods, useful lives of assets and residual values, if any, are reviewed at
each balance sheet date.

(h) Intangible assets (other than goodwill)

Intangible assets acquired by the Group are stated in the balance sheet at cost less accumulated
amortization (where the estimated useful life is finite) and impairment losses (note 2(j)).

Amortization of intangible assets with finite useful lives is charged to the income statement on a
straight-line basis over the assets’ estimated useful lives. The following intangible assets with

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APPENDIX I ACCOUNTANTS’ REPORT

finite useful lives are amortized from the date they are available for use and their estimated useful
lives are as follows:

Š Diabetes technology 17 years


Š License 17 years
Š Trademark 35 months

Both the period and method of amortization are reviewed annually.

(i) Leased assets

An arrangement, comprising a transaction or a series of transactions, is or contains a lease if the


Group determines that the arrangement conveys a right to use a specific asset or assets for an
agreed period of time in return for a payment or a series of payments. Such a determination is
based on an evaluation of the substance of the arrangement and is regardless of whether the
arrangement takes the legal form of a lease.

(i) Classification of assets leased to the Group

Assets that are held by the Group under leases which transfer to the Group substantially all
the risks and rewards of ownership are classified as being held under finance leases.
Leases which do not transfer substantially all the risks and rewards of ownership to the
Group are classified as operating leases.

(ii) Operating lease charges

Where the Group has the use of assets held under operating leases, payments made under
the leases are charged to the income statement in equal installments over the accounting
periods covered by the lease term, except where an alternative basis is more representative
of the pattern of benefits to be derived from the leased asset. Lease incentives received are
recognized in the income statement as an integral part of the aggregate net lease payments
made. Contingent rentals are charged to the income statement in the accounting period in
which they are incurred.

The cost of acquiring land held under an operating lease is amortized on a straight-line
basis over the period of the lease term.

(j) Impairment of assets

(i) Impairment of trade and other receivables

Trade and other receivables that are stated at cost or amortized cost are reviewed at each
balance sheet date to determine whether there is objective evidence of impairment.
Objective evidence of impairment includes observable data that comes to the attention of
the Group about one or more of the following loss events:

Š significant financial difficulty of the debtor;

Š a breach of contract, such as a default or delinquency in interest or principal


payments;

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APPENDIX I ACCOUNTANTS’ REPORT

Š it becoming probable that the debtor will enter bankruptcy or other financial
reorganization; and

Š significant changes in the technological, market, economic or legal environment that


have an adverse effect on the debtor.

If any such evidence exists, any impairment loss is determined and recognized as follows:

Š For trade and other receivables and other financial assets carried at cost, the
impairment loss is measured as the difference between the carrying amount of the
asset and the estimated future cash flows, discounted at the current market rate of
return for a similar financial asset where the effect of discounting is material.

Š For trade and other receivables and other financial assets carried at amortized cost,
the impairment loss is measured as the difference between the asset’s carrying
amount and the present value of estimated future cash flows, discounted at the
financial asset’s original effective interest rate (i.e. the effective interest rate
computed at initial recognition of the asset), where the effect of discounting is
material. This assessment is made collectively where financial assets carried at
amortized cost share similar risk characteristics, such as similar past due status, and
have not been individually assessed as impaired. Future cash flows for financial assets
which are assessed for impairment collectively are based on historical loss experience
for assets with credit risk characteristics similar to the collective group.

If in a subsequent period the amount of an impairment loss decreases and the decrease can
be linked objectively to an event occurring after the impairment loss was recognized, the
impairment loss is reversed through the income statement. A reversal of an impairment
loss shall not result in the asset’s carrying amount exceeding that which would have been
determined had no impairment loss been recognized in prior years.

Impairment losses are written off against the corresponding assets directly, except for
impairment losses recognized in respect of trade debtors included within trade and other
receivables, whose recovery is considered doubtful but not remote. In this case, the
impairment losses for doubtful debts are recorded using an allowance account. When the
Group is satisfied that recovery is remote, the amount considered irrecoverable is written
off against trade debtors directly and any amounts held in the allowance account relating to
that debt are reversed. Subsequent recoveries of amounts previously charged to the
allowance account are reversed against the allowance account. Other changes in the
allowance account and subsequent recoveries of amounts previously written off directly
are recognized in the income statement.

(ii) Impairment of other assets

Internal and external sources of information are reviewed at each balance sheet date to
identify indications that the following assets may be impaired or, except in the case of
goodwill, an impairment loss previously recognized no longer exists or may have
decreased:

Š fixed assets;

Š intangible assets;

Š goodwill; and

Š investments in subsidiaries.

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APPENDIX I ACCOUNTANTS’ REPORT

If any such indication exists, the asset’s recoverable amount is estimated. In addition, for
goodwill, the recoverable amount is estimated annually whether or not there is any
indication of impairment.

Š Calculation of recoverable amount

The recoverable amount of an asset is the greater of its fair value less costs to sell and
value in use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset. Where an
asset that does not generate cash inflows largely independent of those from other
asset, the recoverable amount is determined for the smallest group of assets that
generates cash inflows independently (i.e. a cash-generating unit).

Š Recognition of impairment losses

An impairment loss is recognized in the income statement if the carrying amount of


an asset, or the cash-generating unit to which it belongs, exceeds its recoverable
amount. Impairment losses recognized in respect of cash-generating units are
allocated first to reduce the carrying amount of any goodwill allocated to the cash
generating unit (or group of units) and then, to reduce the carrying amount of the
other assets in the unit (or group of units) on a pro rata basis, except that the carrying
value of an asset will not be reduced below its individual fair value less costs to sell,
or value in use, if determinable.

Š Reversals of impairment losses

In respect of assets other than goodwill, an impairment loss is reversed if there has
been a favorable change in the estimates used to determine the recoverable amount.
An impairment loss in respect of goodwill is not reversed.

A reversal of an impairment loss is limited to the assets’ carrying amount that would
have been determined had no impairment loss been recognized in prior years.
Reversals of impairment losses are credited to the income statement in the year in
which the reversals are recognized.

(k) Inventories

Inventories are carried at the lower of cost and net realizable value.

Cost is calculated using the weighted average cost formula and comprises all costs of purchase,
costs of conversion and other costs incurred in bringing the inventories to their present location
and condition.

Net realizable value is the estimated selling price in the ordinary course of business less the
estimated costs of completion and the estimated costs necessary to make the sale.

When inventories are sold, the carrying amount of those inventories is recognized as an expense in
the period in which the related revenue is recognized. The amount of any write-down of
inventories to net realizable value and all losses of inventories are recognized as an expense in the
period the write-down or loss occurs. The amount of any reversal of any write-down of

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APPENDIX I ACCOUNTANTS’ REPORT

inventories is recognized as a reduction in the amount of inventories recognized as an expense in


the period in which the reversal occurs.

(l) Trade and other receivables

Trade and other receivables are initially recognized at fair value and thereafter stated at amortized
cost less allowance for impairment of doubtful debts (note 2(j)), except where the receivables are
interest-free loans made to related parties without any fixed repayment terms or the effect of
discounting would be immaterial. In such cases, the receivables are stated at cost less allowance
for impairment of doubtful debts.

(m) Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and
other financial institutions, and short-term, highly liquid investments that are readily convertible
into known amounts of cash and which are subject to an insignificant risk of changes in value,
having been within three months of maturity at acquisition.

(n) Interest-beating borrowings

Interest-bearing borrowings are recognized initially at fair value less attributable transaction costs.
Subsequent to initial recognition, interest-bearing borrowings are stated at amortized cost with any
difference between the amount initially recognized and redemption value being recognized in the
income statement over the period of the borrowings, together with any interest and fees payable,
using the effective interest method.

(o) Preference share capital

Preference share capital is classified as equity if it is non-redeemable, or redeemable only at the


Company’s option, and any dividends are discretionary. Dividends on preference share capital
classified as equity are recognized as distributions within equity.

Preference share capital is classified as a liability if it is redeemable on a specific date or at the


option of the shareholders, or if dividend payments are not discretionary. Preference share capital
classified as a liability is recognized in accordance with the Group’s policy for interest-bearing
borrowings set out in note 2(n), except when the preference share capital is initially designated as
a financial liability at fair value through profit or loss, in which case the preference share capital is
initially recognized at fair value, and at each balance sheet date, the change in fair value on
remeasurement is recognized immediately in the income statement as finance costs. Dividends on
preference share capital classified as a liability are recognized on an accruals basis in the income
statement as part of finance costs.

(p) Trade and other payables

Trade and other payables are initially recognized at fair value. Trade and other payables are
thereafter stated at amortized cost unless the effect of discounting would be immaterial, in which
case they are stated at cost.

(q) Employee benefits

(i) Short term employee benefits and contributions to defined contribution retirement plans

Salaries, annual bonuses, paid annual leave, contributions to defined contribution


retirement plans and the cost of non-monetary benefits are accrued in the year in which the

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APPENDIX I ACCOUNTANTS’ REPORT

associated services are rendered by employees. Where payment or settlement is deferred


and the effect would be material, these amounts are stated at their present values.

(ii) Share-based payments

The fair value of share options granted to employees is recognized as an employee cost
with a corresponding increase in a share-based compensation capital reserve with equity.
The fair value is measured at grant date using the binomial option pricing model, taking
into account the terms and conditions upon which the options were granted. Where the
employees have to meet vesting conditions before becoming unconditionally entitled to the
options, the total estimated fair value of the options is spread over the vesting period,
taking into account the probability that the options will vest. This accounting policy also
applies to share options granted to outside consultants as those consultants provide
personal services similar to services provided by an employee.

During the vesting period, the number of share options that is expected to vest is reviewed.
Any adjustment to the cumulative fair value recognized in prior years is charged/credited
to the income statement in the year of review, unless the original employee expenses
qualify for recognition as an asset, with a corresponding adjustment to the share-based
compensation capital reserve. On vesting date, the amount recognized as an expense is
adjusted to reflect the actual number of share options that vest (with a corresponding
adjustment to the share-based compensation capital reserve) except where forfeiture is
only due to not achieving vesting conditions that relate to the market price of the
Company’s shares. The equity amount is recognized in the share-based compensation
capital reserve until either the option is exercised (in which case it is transferred to share
premium) or the vested option expires or is forfeited (in which case it is released directly
to retained earnings).

(iii) Termination benefits

Termination benefits are recognized when, and only when, the Group demonstrably
commits itself to terminate employment or to provide benefits as a result of voluntary
redundancy by having a detailed formal plan which is without realistic possibility of
withdrawal.

(r) Income tax

Income tax for the year comprises current tax and movements in deferred tax assets and liabilities.
Current tax and movements in deferred tax assets and liabilities are recognized in the income
statement except to the extent that they relate to business combinations, or items recognized in
other comprehensive income or directly in equity, in which case the relevant amounts of tax are
recognized in other comprehensive income or directly in equity, respectively.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted
or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of
previous years.

Deferred tax assets and liabilities arise from deductible and taxable temporary differences
respectively, being the differences between the carrying amounts of assets and liabilities for
financial reporting purposes and their tax bases. Deferred tax assets also arise from unused tax
losses and unused tax credits.

I-16
APPENDIX I ACCOUNTANTS’ REPORT

Apart from certain limited exceptions, all deferred tax liabilities and all deferred tax assets, to the
extent that it is probable that future taxable profits will be available against which the asset can be
utilized, are recognized. Future taxable profits that may support the recognition of deferred tax
assets arising from deductible temporary differences include those that will arise from the reversal
of existing taxable temporary differences, provided those differences relate to the same taxation
authority and the same taxable entity, and are expected to reverse either in the same period as the
expected reversal of the deductible temporary difference or in periods into which a tax loss arising
from the deferred tax asset can be carried back or forward. The same criteria are adopted when
determining whether existing taxable temporary differences support the recognition of deferred
tax assets arising from unused tax losses and credits, that is, those differences are taken into
account if they relate to the same taxation authority and the same taxable entity, and are expected
to reverse in a period, or periods, in which the tax loss or credit can be utilized.

The limited exceptions to recognition of deferred tax assets and liabilities are those temporary
differences arising from goodwill not deductible for tax purposes, the initial recognition of assets
or liabilities that affect neither accounting nor taxable profit (provided they are not part of a
business combination), and temporary differences relating to investments in subsidiaries to the
extent that, in the case of taxable differences, the Group controls the timing of the reversal and it
is probable that the differences will not reverse in the foreseeable future, or in the case of
deductible differences, unless it is probable that they will reverse in the future.

The amount of deferred tax recognized is measured based on the expected manner of realization or
settlement of the carrying amount of the assets and liabilities, using tax rates enacted or
substantively enacted at the balance sheet date. Deferred tax assets and liabilities are not
discounted.

The carrying amount of a deferred tax asset is reviewed at each balance sheet date and is reduced
to the extent that it is no longer probable that sufficient taxable profit will be available to allow the
related tax benefit to be utilized. Any such reduction is reversed to the extent that it becomes
probable that sufficient taxable profits will be available.

Current tax balances and deferred tax balances, and movements therein, are presented separately
from each other and are not offset. Current tax assets are offset against current tax liabilities, and
deferred tax assets against deferred tax liabilities, if the Group has the legally enforceable right to
set off current tax assets against current tax liabilities and the following additional conditions are
met:

Š in the case of current tax assets and liabilities, the Group intends either to settle on a net
basis, or to realize the asset and settle the liability simultaneously; or

Š in the case of deferred tax assets and liabilities, if they relate to income taxes levied by the
same taxation authority on either:

Š the same taxable entity; or

Š different taxable entities, which, in each future period in which significant amounts of
deferred tax liabilities or assets are expected to be settled or recovered, intend to realize
the current tax assets and settle the current tax liabilities on a net basis or realize and
settle simultaneously.

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APPENDIX I ACCOUNTANTS’ REPORT

(s) Provisions and contingent liabilities

(i) Contingent liabilities acquired in business combinations

Contingent liabilities acquired as part of a business combination are initially recognized at


fair value, provided the fair value can be reliably measured. After their initial recognition
at fair value, such contingent liabilities are recognized at the higher of the amount initially
recognized, less accumulated amortization where appropriate, and the amount that would
be determined in accordance with note 2(s)(ii). Contingent liabilities acquired in a business
combination that cannot be reliably fair valued are disclosed in accordance with note
2(s)(ii).

(ii) Other provisions and contingent liabilities

Provisions are recognized for other liabilities of uncertain timing or amount when the
Group has a legal or constructive obligation arising as a result of a past event, it is
probable that an outflow of economic benefits will be required to settle the obligation and
a reliable estimate can be made. Where the time value of money is material, provisions are
stated at the present value of the expenditures expected to settle the obligation.

Where it is not probable that an outflow of economic benefits will be required, or the
amount cannot be estimated reliably, the obligation is disclosed as a contingent liability,
unless the probability of outflow of economic benefits is remote. Possible obligations,
whose existence will only be confirmed by the occurrence or non-occurrence of one or
more future events are also disclosed as contingent liabilities unless the probability of
outflow of economic benefits is remote.

(t) Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable. Provided it is
probable that the economic benefits will flow to the Group and the revenue and costs, if
applicable, can be measured reliably, revenue is recognized in the income statements as follows:

(i) Sale of goods

The Group recognizes revenue when the customer takes ownership and assumes risk of
loss of the goods. For sales of medical devices through appointed sales distributors, the
transfer of ownership occurs at the time when the medical device is shipped from or picked
up by the distributors in the Group’s premises without any recourse. For direct sales to
hospitals, the transfer of ownership occurs at the time when the medical device has been
implanted into the end user or used during a surgical procedure.

(ii) Interest income

Interest income is recognized as it accrues using the effective interest method.

(iii) Government grants

Unconditional government grants are recognized as income when the grants become
receivable.

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APPENDIX I ACCOUNTANTS’ REPORT

Conditional government grants that relate to specific research and development projects
are recognized in the balance sheet initially as deferred income upon receipt. These grants
are recognized as income when the relevant conditions have been fulfilled.

Grants that compensate for expenses incurred are recognized as income on a systematic
basis in the same periods in which the expenses are incurred. In the event when these
expenses have already been incurred, conditional grants income are recognized
immediately as income at the time when the conditions have been fulfilled.

(u) Translation of foreign currencies

Items included in the financial statements of each entity in the Group are measured using the
currency that best reflects the economic substance of the underlying events and circumstances
relevant to that entity (“functional currency”).

Foreign currency transactions during the year are translated at the foreign exchange rates ruling at
the transaction dates. Monetary assets and liabilities denominated in foreign currencies are
translated at the foreign exchange rates ruling at the balance sheet date. Exchange gains and losses
are recognized in the income statement.

Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign
currency are translated using the foreign exchange rates ruling at the transaction dates.

The results of foreign operations are translated into Renminbi at the exchange rates approximating
the foreign exchange rates ruling at the date of the transaction. Balance sheet items, including
goodwill arising on consolidation of foreign operations, are translated into Renminbi at the closing
foreign exchange rates at the balance sheet date. The resulting exchange differences are
recognized in other comprehensive income and accumulated separately in equity in the translation
reserve.

On disposal of a foreign operation, the cumulative amount of the exchange differences relating to
that foreign operation is reclassified from equity to the income statement when the profit or loss
on disposal is recognized.

(v) Borrowing costs

Borrowing costs that are directly attributable to the acquisition, construction or production of an
asset which necessarily takes a substantial period of time to get ready for its intended use of sale
are capitalized as part of the cost of that asset.

Other borrowing costs are expensed in the period in which they are incurred.

The capitalization of borrowing costs as part of the cost of a qualifying asset commences when
expenditure for the asset is being incurred, borrowing costs are being incurred and activities that
are necessary to prepare the asset for its intended use or sale are in progress. Capitalization of
borrowing costs is suspended or ceases when substantially all the activities necessary to prepare
the qualifying asset for its intended use or sale are interrupted or completed.

(w) Research and development costs

Research and development costs comprise all costs that are directly attributable to research and
development activities or that can be allocated on a reasonable basis to such activities. Because of

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APPENDIX I ACCOUNTANTS’ REPORT

the nature of the Group’s research and development activities, the criteria for the recognition of
such costs as an asset are generally not met until late in the development stage of the project when
the remaining development costs are immaterial. Hence, both research costs and development
costs are generally recognized as expenses in the period which they are incurred.

(x) Related parties

For the purposes of this Financial Information, a party is considered to be related to the Group if:

(i) the party has the ability, directly or indirectly through one or more intermediaries, to
control the Group or exercise significant influence over the Group in making financial and
operating policy decisions, or has joint control over the Group;

(ii) the Group and the party are subject to common control;

(iii) the party is an associate of the Group or a joint venture in which the Group is a venturer;

(iv) the party is a member of key management personnel of the Group or the Group’s parent, or
a close family member or such an individual, or is an entity under the control, joint control
or significant influence or such individuals;

(v) the party is a close family member of a party referred to in (i) or is an entity under the
control, joint control or significant influence of such individuals; or

(vi) the party is a post-employment benefit plan which is for the benefit of employees of the
Group or of any entity that is a related party of the Group.

Close family members of an individual are those family members who may be expected to
influence, or be influenced by, that individual in their dealings with the entity.

(y) Segment reporting

Operating segments, and the amounts of each segment item reported in the Financial Information,
are identified from the financial information provided regularly to the Group’s most senior
executive management for the purposes of allocating resources to, and assessing the performance
of, the Group’s various lines of business and geographical locations.

Individually material operating segments are not aggregated for financial reporting purposes
unless the segments have similar economic characteristics and are similar in respect of the nature
of products and services, the nature of production processes, the type or class of customers, the
methods used to distribute the products or provide the services, and the nature of the regulatory
environment. Operating segments which are not individually material may be aggregated if they
share a majority of these criteria.

3 Revenue

The Group derives revenue principally from the sale of medical devices through appointed sales
distributors. Sales of medical devices represent the invoiced value of goods, net of value added taxes,
trade discounts, allowances and rebates. The general sales terms and conditions under which the Group
generally operates are that all products sold are non-refundable. Sales returns are only allowed when
defective products are reported to the Group within the time as agreed by buyer and seller. The Group
does not provide products warranties to customers.

I-20
APPENDIX I ACCOUNTANTS’ REPORT

In the PRC, value added tax (“VAT”) of 17% of the invoice amount is collected in respect of the sales of
goods on behalf of the tax authorities. The VAT is not revenue of the Group, instead the amount is
recorded as liability until such VAT is paid to the tax authorities.

Revenue from the sales of medical devices mainly comprises of three major categories of products,
namely drug eluting stents, thoracic aortic aneurysm (“TAA”)/abdominal aortic aneurysm (“AAA”) stent
grafts and bare metal stents. Revenues by major category of products are as follows:

Three months ended


Years ended December 31, March 31,
2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Drug eluting stents . . . . . . . . . . . . . . . . . . . . . . . . . 376,620 421,748 484,096 122,591 153,545
TAA/AAA stent grafts . . . . . . . . . . . . . . . . . . . . . . 18,199 23,075 28,864 7,391 12,843
Bare metal stents . . . . . . . . . . . . . . . . . . . . . . . . . . 15,032 18,217 20,288 2,389 3,261
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,412 22,202 27,478 5,199 7,078
421,263 485,242 560,726 137,570 176,727

4 Segment reporting

The Group manages its businesses by different lines of businesses and geographic locations. In a manner
consistent with the way in which information is reported internally to the Group’s most senior executive
management for the purposes of resource allocation and performance assessment, the Group has
presented the following three reportable segments. No operating segments have been aggregated to form
the following reportable segments.

Š Vascular devices business: sales, manufacture, research and development of drug eluting stents,
TAA/AAA stent grafts, bare metal stents and medical stent related products to appointed sales
distributors.

Š Diabetes devices business: sales, manufacture, research and development of devices related to
diabetes mellitus.

Š Orthopedics devices business: sales, research and development of orthopedics technology.

(a) Segment results, assets and liabilities

For the purposes of assessing segment performance and allocating resources between segments,
the Group’s senior executive management monitors the results, assets and liabilities attributable to
each reportable segment on the following bases:

Segment assets include all tangible assets, intangible assets and current assets with the exception
of corporate assets. Segment liabilities include trade creditors, accruals, loans and deferred
government grant income attributable to the activities of the individual segments.

Revenue and expenses are allocated to the reportable segments with reference to sales generated
by those segments and the expenses incurred by those segments or which otherwise arise from the
depreciation or amortization of assets attributable to those segments. However, assistance
provided by one segment to another, including sharing of assets and technical know-how, is not
measured.

I-21
APPENDIX I ACCOUNTANTS’ REPORT

The measure used for reporting segment profit is “segment net profit/(loss)”. Items that are not
specifically attributed to individual segments, such as unallocated corporate administrative costs,
equity-settled share-based compensation expenses, dividends on redeemable convertible
preference shares, change in fair value of redeemable convertible preference shares and PRC
dividend withholding tax are excluded from segment net profit/(loss).

In addition to receiving segment information concerning net profit, management is provided with
segment information concerning revenue, significant non-cash income statement items,
depreciation, amortization and additions to non-current segment assets used by the segments in
their operations.

Vascular Diabetes Orthopedics


devices devices devices
business business business Total
Year ended December 31, 2007
RMB’000 RMB’000 RMB’000 RMB’000
Revenue from external customers (note (d)) . . . . . . . 421,263 — — 421,263
Segment net profit/(loss) . . . . . . . . . . . . . . . . . . . . . . 193,852 (926) — 192,926
Depreciation and amortization for the year . . . . . . . . 13,486 6 — 13,492
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . 11,424 — — 11,424
Write-down of inventories . . . . . . . . . . . . . . . . . . . . . 1,552 — — 1,552
Additions to non-current segment assets . . . . . . . . . . 24,131 66 — 24,197
At December 31, 2007
RMB’000 RMB’000 RMB’000 RMB’000
Reportable segment assets . . . . . . . . . . . . . . . . . . . . . 622,586 60 — 622,646
Reportable segment liabilities . . . . . . . . . . . . . . . . . . 66,286 — — 66,286

Vascular Diabetes Orthopedics


devices devices devices
business business business Total
Year ended December 31, 2008
RMB’000 RMB’000 RMB’000 RMB’000
Revenue from external customers (note (d)) . . . . . . . 484,531 711 — 485,242
Segment net profit/(loss) . . . . . . . . . . . . . . . . . . . . . . 216,010 (1,828) (2,935) 211,247
Depreciation and amortization for the year . . . . . . . . 16,105 519 75 16,699
Income tax expense/(credit) . . . . . . . . . . . . . . . . . . . . 28,581 (70) — 28,511
Write-down of inventories . . . . . . . . . . . . . . . . . . . . . 12,464 — — 12,464
Additions to non-current segment assets . . . . . . . . . . 10,695 52,506 347 63,548
At December 31, 2008
RMB’000 RMB’000 RMB’000 RMB’000
Reportable segment assets . . . . . . . . . . . . . . . . . . . . . 551,739 60,156 272 612,167
Reportable segment liabilities . . . . . . . . . . . . . . . . . . 102,558 4,885 — 107,443

I-22
APPENDIX I ACCOUNTANTS’ REPORT

Vascular Diabetes Orthopedics


devices devices devices
business business business Total
Year ended December 31, 2009
RMB’000 RMB’000 RMB’000 RMB’000
Revenue from external customers (note (d)) . . . . . . . 557,056 3,670 — 560,726
Segment net profit/(loss) . . . . . . . . . . . . . . . . . . . . . . 246,197 (5,643) (9,810) 230,744
Depreciation and amortization for the year . . . . . . . . 18,601 1,969 657 21,227
Income tax expense/(credit) . . . . . . . . . . . . . . . . . . . . 40,051 (90) — 39,961
Write-down of inventories . . . . . . . . . . . . . . . . . . . . . 2,393 18 — 2,411
Additions to non-current segment assets . . . . . . . . . . 72,274 3,861 8,193 84,328
At December 31, 2009
RMB’000 RMB’000 RMB’000 RMB’000
Reportable segment assets . . . . . . . . . . . . . . . . . . . . . 599,142 56,973 49,432 705,547
Reportable segment liabilities . . . . . . . . . . . . . . . . . . 88,628 4,408 10 93,046

Vascular Diabetes Orthopedics


devices devices devices
business business business Total
Three months ended March 31, 2009 (unaudited)
RMB’000 RMB’000 RMB’000 RMB’000
Revenue from external customers (note (d)) . . . . . . . 137,268 302 — 137,570
Segment net profit/(loss) . . . . . . . . . . . . . . . . . . . . . . 70,087 (964) (1,700) 67,423
Depreciation and amortization for the period . . . . . . 4,314 719 — 5,033
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . 13,690 4 — 13,694
Write-down of inventories . . . . . . . . . . . . . . . . . . . . . 1,075 — — 1,075
Additions to non-current segment assets . . . . . . . . . . 2,378 448 614 3,440
At March 31, 2009 (unaudited)
RMB’000 RMB’000 RMB’000 RMB’000
Reportable segment assets . . . . . . . . . . . . . . . . . . . . . 604,013 62,318 886 667,217
Reportable segment liabilities . . . . . . . . . . . . . . . . . . 88,594 4,990 — 93,584

Vascular Diabetes Orthopedics


devices devices devices
business business business Total
Three months ended March 31, 2010
RMB’000 RMB’000 RMB’000 RMB’000
Revenue from external customers (note (d)) . . . . . . . 175,923 804 — 176,727
Segment net profit/(loss) . . . . . . . . . . . . . . . . . . . . . . 89,401 (2,461) (3,317) 83,623
Depreciation and amortization for the period . . . . . . 4,827 637 603 6,067
Income tax expense/(credit) . . . . . . . . . . . . . . . . . . . . 14,668 (25) — 14,643
Write-down of inventories . . . . . . . . . . . . . . . . . . . . . 341 — — 341
Additions to non-current segment assets . . . . . . . . . . 8,547 935 180 9,662
At March 31, 2010
RMB’000 RMB’000 RMB’000 RMB’000
Reportable segment assets . . . . . . . . . . . . . . . . . . . . . 672,912 57,848 47,932 778,692
Reportable segment liabilities . . . . . . . . . . . . . . . . . . 96,990 4,808 8 101,806

I-23
APPENDIX I ACCOUNTANTS’ REPORT

(b) Reconciliation of reportable segment profit, assets and liabilities

Three months ended


Years ended December 31, March 31,
2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Profit
Reportable segment net profit . . . . . . . . . . 192,926 211,247 230,744 67,423 83,623
Equity-settled share-based compensation
expenses . . . . . . . . . . . . . . . . . . . . . . . . . (21,614) (274) (4,841) (2,215) (2,047)
Withholding tax on retained earnings of a
PRC subsidiary . . . . . . . . . . . . . . . . . . . . — (20,894) (23,421) (5,518) —
Dividends on redeemable convertible
preference shares . . . . . . . . . . . . . . . . . . (13,848) (5,768) (5,568) — —
Change in fair value of redeemable
convertible preference shares . . . . . . . . . (28,680) (2,008) (10,184) (5,255) (1,714)
Unallocated income and expense . . . . . . . . (26,553) (3,455) (357) (48) 193
Consolidated profit for the year/period . . . 102,231 178,848 186,373 54,387 80,055

At December 31, At March 31,


2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Assets
Reportable segment assets . . . . . . . . . . . . . 622,646 612,167 705,547 667,217 778,692
Unallocated corporate assets . . . . . . . . . . . 819 13,867 6,311 1,550 8,667
Consolidated total assets . . . . . . . . . . . . . . 623,465 626,034 711,858 668,767 787,359
Liabilities
Reportable segment liabilities . . . . . . . . . . 66,286 107,443 93,046 93,584 101,806
Unallocated corporate liabilities . . . . . . . . 196,240 110,988 231,119 111,573 216,643
Consolidated total liabilities . . . . . . . . . . . 262,526 218,431 324,165 205,157 318,449

Unallocated income and expense mainly includes corporate administration costs.

Unallocated corporate assets mainly include cash and cash equivalents, prepayments and deposits
which are not specifically attributable to individual segments.

Unallocated corporate liabilities mainly include dividends payable to Company’s shareholders,


redeemable convertible preference shares, deferred tax liabilities in respect of withholding tax on
retained earnings of a PRC subsidiary and bank loans not specifically attributable to individual
segments.

I-24
APPENDIX I ACCOUNTANTS’ REPORT

(c) Geographic information

The following table sets out information about the geographical location of the Group’s revenue
from external customers. The geographical location of customers is based on the location at which
the goods are delivered. Revenue attributable to individual countries except the PRC is not
material. Substantially all of the Group’s assets are located in the PRC, therefore, assets by
geographic location is not presented.

Three months ended


Years ended December 31, March 31,
2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
The PRC (place of domicile) . . . . . . . . . . 378,113 433,286 501,252 129,587 164,440
Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,343 22,902 31,192 6,333 5,303
South America . . . . . . . . . . . . . . . . . . . . . 20,104 16,629 15,495 1,650 5,551
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,703 12,425 12,787 — 1,433
43,150 51,956 59,474 7,983 12,287
421,263 485,242 560,726 137,570 176,727

(d) Major customers

The Group’s customer base is diversified and includes two, three, three, three and three customers
with whom transactions have exceeded 10% of the Group’s revenue for the years ended
December 31, 2007, 2008 and 2009 and three months ended March 31, 2009 and March 31, 2010,
respectively. Revenue from the vascular devices business in respect of these customers is set out
below:

Vascular devices business


Three months ended
Years ended December 31, March 31,
2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Customer A . . . . . . . . . . . . . . . . . . . . . . . . 102,490 106,350 98,544 28,437 39,215
Customer B . . . . . . . . . . . . . . . . . . . . . . . . 65,591 62,045 56,873 15,908 24,571
Customer C . . . . . . . . . . . . . . . . . . . . . . . . — 49,860 63,213 14,755 20,907
168,081 218,255 218,630 59,100 84,693

A group of entities known to be under common control is considered as a single customer in the
above analysis. All of these customers purchase medical devices from the Group in the PRC.

Further details of concentrations of credit risk arising from these customers are set out in
note 26(a).

I-25
APPENDIX I ACCOUNTANTS’ REPORT

5 Other revenue and net (loss)/income

Three months ended


Years ended December 31, March 31,
2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Other revenue
Government grant income . . . . . . . . . . . . . . . . . . . 10,702 11,259 14,672 537 65
Interest income on bank deposits . . . . . . . . . . . . . . 5,932 9,282 7,592 2,154 1,052
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 18 255 368 2
16,637 20,559 22,519 3,059 1,119
Other net (loss)/income
Loss on disposal of fixed assets . . . . . . . . . . . . . . . (117) (7) (1,694) — —
Net foreign exchange (loss)/gain . . . . . . . . . . . . . . (2,005) (3,224) (173) 363 665
(2,122) (3,231) (1,867) 363 665

6 Profit before taxation

Profit before taxation is arrived at after charging/(crediting):

Three months ended


Years ended December 31, March 31,
2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
(a) Finance costs:
Interest on borrowings wholly repayable
within five years . . . . . . . . . . . . . . . . . . . . . 1,069 1,549 814 471 1,151
Interest on other borrowings . . . . . . . . . . . . . 312 313 306 39 35
Bank charges . . . . . . . . . . . . . . . . . . . . . . . . . 291 237 281 62 90
Total interest expense on financial liabilities
not at fair value through profit or loss . . . . 1,672 2,099 1,401 572 1,276
Dividends on redeemable convertible
preference shares (note 25(b)(iii)) . . . . . . . 13,848 5,768 5,568 — —
Change in fair value of redeemable
convertible preference shares . . . . . . . . . . . 28,680 2,008 10,184 5,255 1,714
44,200 9,875 17,153 5,827 2,990
(b) Staff costs:
Salaries and allowances . . . . . . . . . . . . . . . . . 59,575 72,245 99,040 16,841 24,986
Contributions to defined contribution
retirement schemes . . . . . . . . . . . . . . . . . . 6,858 9,110 12,299 2,354 4,549
Equity-settled share-based compensation
expenses (note 24(c)) . . . . . . . . . . . . . . . . . 21,396 (6) 4,691 2,163 2,031
87,829 81,349 116,030 21,358 31,566

Pursuant to the relevant labor rules and regulations in the PRC, the Group’s subsidiaries in the PRC
participate in defined contribution retirement schemes organized by the local authorities.
Contributions to these retirement schemes vest immediately.

Save for the above, the Group has no other material obligation for payment of retirement benefits
beyond the contributions described above.

I-26
APPENDIX I ACCOUNTANTS’ REPORT

Three months ended


Years ended December 31, March 31,
2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
(c) Other items:
Cost of inventories (note 16(b)) . . . . . . . . . . . 74,883 102,947 98,056 20,431 29,899
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . 13,390 16,281 19,730 4,840 5,688
Amortization of interests in leasehold land
held for own use under operating leases . . 102 102 778 26 195
Amortization of intangible assets . . . . . . . . . — 316 719 167 184
Impairment/(reversal of impairment) losses:
— trade receivables (net) . . . . . . . . . . . . . . . . 450 (2,503) (17) (100) —
— other receivables . . . . . . . . . . . . . . . . . . . . — 224 — — —
— property, plant and equipment . . . . . . . . . 89 — 473 — —
Operating lease charges in respect of
properties . . . . . . . . . . . . . . . . . . . . . . . . . . 4,796 2,488 1,861 581 394
Listing expense (note) . . . . . . . . . . . . . . . . . . 26,144 1,701 — — —
Auditors’ remuneration . . . . . . . . . . . . . . . . . 183 264 169 132 127

Note: The amounts represent listing expenses incurred in connection with the Company’s proposed
initial public offering in the United States which was subsequently aborted. These amounts were
charged to other operating expenses for the years ended December 31, 2007 and 2008.

7 Income tax in the consolidated income statements

(a) Income tax in the consolidated income statements represents:

Three months ended


Years ended December 31, March 31,
2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Current tax — PRC income tax
Provision for the year/period . . . . . . . . 13,513 29,337 54,882 10,791 14,779
(Over)/under provision in respect of
prior years . . . . . . . . . . . . . . . . . . . . . (3,742) 1,507 301 — —
9,771 30,844 55,183 10,791 14,779
Current tax — Overseas
Provision for the year/period . . . . . . . . 1,936 433 34 — —
Deferred tax — PRC income tax
Origination and reversal of temporary
differences . . . . . . . . . . . . . . . . . . . . (186) 18,639 8,165 8,421 (136)
Effect of changes in tax rates . . . . . . . . (97) (511) — — —
(283) 18,128 8,165 8,421 (136)
11,424 49,405 63,382 19,212 14,643

The Company is incorporated in the Cayman Islands. MP Medical and Leader City are
incorporated in the British Virgin Islands. They are not subject to tax on income or capital gains
under the current laws of the respective jurisdictions. In addition, upon any payments of dividends
by the Company, MP Medical and Leader City, no withholding tax is imposed.

I-27
APPENDIX I ACCOUNTANTS’ REPORT

MP B.V. is subject to Netherlands corporate income tax which is charged at progressive rates
ranging from 20% to 25.5% during the Track Record Period.

MP Shanghai, being a foreign investment enterprise registered and operating in the Specified
Economic Development Zone in Pudong New Area in the PRC, was entitled to a preferential
income tax rate of 15% and was granted a 2-year exemption followed by a 3-year 50% reduction
of income tax from its first profit-making year from a tax perspective (“2+3 tax holiday”). MP
Shanghai started its tax holiday in 2004 and was subject to income tax at 7.5% for 2007.

On March 16, 2007, the Fifth Plenary Session of the Tenth National People’s Congress passed the
Corporate Income Tax Law of the PRC (the “new CIT Law”), which unified the income tax rate to
25% for all enterprises. The new CIT Law was effective on January 1, 2008. Under the new CIT
Law and its relevant regulations, MP Shanghai’s 2+3 tax holiday is grandfathered and it can enjoy
the transitional rates of 18%, 20%, 22% and 24% for 2008, 2009, 2010 and 2011, respectively. In
addition, MP Shanghai is recognized as a high and new-technology enterprise for 2009 and 2010
under which it is entitled to a preferential income tax rate of 15%. Based on the above, MP
Shanghai is subject to income tax at 9% for 2008 and 15% for 2009 and 2010.

MP Lifesciences Shanghai (established in April 2008), MP Lifesciences Beijing (acquired in June


2008) and MP Orthopedics (established in May 2009) are subject to income tax at 25%.

According to the new CIT Law and its implementation rules, PRC-resident enterprises are levied
withholding tax at 10% on dividends to their non-PRC-resident corporate investors for earnings
accumulated beginning on January 1, 2008. Distributions of earnings generated prior to January 1,
2008 are exempt from such withholding tax.

I-28
APPENDIX I ACCOUNTANTS’ REPORT

(b) Reconciliation between income tax expense and profit before taxation at applicable tax rates:

Three months ended


Years ended December 31, March 31,
2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Profit before taxation . . . . . . . . . . . . . . . . . 113,655 228,253 249,755 73,599 94,698
PRC statutory income tax rate . . . . . . . . . . 33% 25% 25% 25% 25%
Computed “expected” income tax
expense . . . . . . . . . . . . . . . . . . . . . . . . . . 37,506 57,063 62,439 18,400 23,675
Effect of PRC preferential tax rate . . . . . . (31,806) (20,225) (28,933) (9,425) (9,187)
Effect of Netherlands’ tax rate
differential . . . . . . . . . . . . . . . . . . . . . . . (565) (129) (9) 12 (6)
Effect of entities not subject to income
tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,796 2,808 4,026 1,326 387
Effect of 2+3 tax holiday . . . . . . . . . . . . . . (13,138) (29,328) — — —
Effect of non-deductible equity-settled
share-based compensation expenses . . . 7,133 69 1,210 554 512
Effect of other non-deductible expenses . . 2,193 321 1,648 227 879
Effect of deemed taxable income (note) . . — 20,575 4,122 3,816 —
Effect of super-deduction on research and
development expenses . . . . . . . . . . . . . . (8,856) (3,656) (6,002) (1,252) (2,414)
Effect of tax losses not recognized . . . . . . — 17 1,159 36 797
Effect of changes in tax rates . . . . . . . . . . . (97) (511) — — —
Withholding tax on retained earnings of a
PRC subsidiary . . . . . . . . . . . . . . . . . . . . — 20,894 23,421 5,518 —
(Over)/under provision in prior years . . . . (3,742) 1,507 301 — —
Actual income tax expense . . . . . . . . . . . . 11,424 49,405 63,382 19,212 14,643

Note: The amounts represent the CIT payable in respect of the deemed sales amounts of the free
unit of goods offered to the Group’s customers under a sales discount policy.

I-29
APPENDIX I ACCOUNTANTS’ REPORT

8 Directors’ remuneration

Directors’ remuneration disclosed pursuant to section 161 of the Hong Kong Companies Ordinance is as
follows:
Year ended December 31, 2007
Salaries,
allowances
and Retirement
Directors’ benefits- Discretionary scheme Share-based
fees in-kind bonuses contributions compensation Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive Director
Zhaohua Chang . . . . . . . . . . . — 480 — — — 480
Non-executive Directors
Norithiro Ashida . . . . . . . . . . — — — — — —
Hiroshi Shirafuji . . . . . . . . . . — — — — — —
Fang Yao . . . . . . . . . . . . . . . . — — — — — —
Terry McCarthy . . . . . . . . . . . — — — — — —
Shuiming Chung . . . . . . . . . . — 178 — — — 178
— 658 — — — 658

Year ended December 31, 2008


Salaries,
allowances
and Retirement
Directors’ benefits- Discretionary scheme Share-based
fees in-kind bonuses contributions compensation Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive Director
Zhaohua Chang . . . . . . . . . . . — 559 — — — 559
Non-executive Directors
Norithiro Ashida . . . . . . . . . . — — — — — —
Hiroshi Shirafuji . . . . . . . . . . — — — — — —
Fang Yao . . . . . . . . . . . . . . . . — — — — — —
Shuiming Chung . . . . . . . . . . — — — — — —
— 559 — — — 559

Year ended December 31, 2009


Salaries,
allowances
and Retirement
Directors’ benefits- Discretionary scheme Share-based
fees in-kind bonuses contributions compensation Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive Director
Zhaohua Chang . . . . . . . . . . . — 656 — — — 656
Non-executive directors
Norithiro Ashida . . . . . . . . . . — — — — — —
Hiroshi Shirafuji . . . . . . . . . . — — — — — —
Fang Yao . . . . . . . . . . . . . . . . — — — — — —
Xiaolong Liu . . . . . . . . . . . . . — — — — — —
— 656 — — — 656

I-30
APPENDIX I ACCOUNTANTS’ REPORT

Three months ended March 31, 2009 (unaudited)


Salaries,
allowances
and Retirement
Directors’ benefits- Discretionary scheme Share-based
fees in-kind bonuses contributions compensation Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Executive Director
Zhaohua Chang . . . . . . . . . . . — 164 — — — 164
Non-executive Directors
Norithiro Ashida . . . . . . . . . . — — — — — —
Hiroshi Shirafuji . . . . . . . . . . — — — — — —
Fang Yao . . . . . . . . . . . . . . . . — — — — — —
— 164 — — — 164

Three months ended March 31, 2010


Salaries,
allowances
and Retirement
Directors’ benefits- Discretionary scheme Share-based
fees in-kind bonuses contributions compensation Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive Director
Zhaohua Chang . . . . . . . . . . . — 166 — — — 166
Non-executive Directors
Norithiro Ashida . . . . . . . . . . — — — — — —
Hiroshi Shirafuji . . . . . . . . . . — — — — — —
Xiaolong Liu . . . . . . . . . . . . . — — — — — —
Independent non-executive
Director
Zezhao Hua . . . . . . . . . . . . . . — — — — — —
— 166 — — — 166

During the Track Record Period, there were no amounts paid or payable by the Group to the directors as
an inducement to join or upon joining the Group or as compensation for loss of office. There was no
arrangement under which a director waived or agreed to waive any remuneration during the Track Record
Period.

I-31
APPENDIX I ACCOUNTANTS’ REPORT

9 Individuals with highest emoluments

Of the five individuals with the highest emoluments in the Group, none were directors of the Company
during the Track Record Period. The aggregate of the emoluments in respect of these individuals are as
follows:

Three months ended


Years ended December 31, March 31,
2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Salaries and other benefits . . . . . . . . . . . . . . . . . . . 5,157 6,029 4,065 1,047 1,061
Retirement scheme contributions . . . . . . . . . . . . . . 64 74 129 29 33
Discretionary bonuses . . . . . . . . . . . . . . . . . . . . . . 3,000 3,270 4,366 3,850 4,406
Share-based compensation (note) . . . . . . . . . . . . . 16,868 2,949 1,714 1,388 634
25,089 12,322 10,274 6,314 6,134

Note:

These represent the estimated value of share options granted to the individuals with the highest emoluments under the Company’s
share option scheme. The value of these share options is measured according to the Group’s accounting policies for share-based
payment transactions as set out in note 2(q)(ii) and, in accordance with the policy, includes adjustments to reverse amounts accrued
in previous years where grants of equity instruments are forfeited prior to vesting.

The details of these benefits in kind, including the principal terms and number of options granted, are disclosed in note 24.

The emoluments of the above individuals with highest emoluments are within the following bands:

Three months ended


Years ended December 31, March 31,
2007 2008 2009 2009 2010
Number of Number of Number of Number of Number of
individuals individuals individuals individuals individuals
(unaudited)
Nil to HK$1,000,000 . . . . . . . . . . . . . . . . . . . . — — — 1 1
HK$1,000,001 to HK$1,500,000 . . . . . . . . . . 1 — — 4 4
HK$1,500,001 to HK$2,000,000 . . . . . . . . . . — 2 1 — —
HK$2,000,001 to HK$2,500,000 . . . . . . . . . . — 1 2 — —
HK$2,500,001 to HK$3,000,000 . . . . . . . . . . — 1 2 — —
HK$3,500,001 to HK$4,000,000 . . . . . . . . . . 1 — — — —
HK$4,000,001 to HK$4,500,000 . . . . . . . . . . 1 — — — —
HK$4,500,001 to HK$5,000,000 . . . . . . . . . . 1 — — — —
HK$5,000,001 to HK$5,500,000 . . . . . . . . . . — 1 — — —
HK$11,500,001 to HK$12,000,000 . . . . . . . . 1 — — — —

During the Track Record Period, except for the amount of RMB2,700,000 paid to one of the above
highest paid individuals in 2008 as a compensation for his loss of office, there were no other amounts
paid or payable by the Group to any of the highest paid individuals as an inducement to join or upon
joining the Group or as compensation for loss of office. There was no arrangement under which the above
highest paid individuals waived or agreed to waive any remuneration during the Track Record Period.

I-32
APPENDIX I ACCOUNTANTS’ REPORT

10 Profit attributable to equity shareholders of the Company

The consolidated profit of the Group includes losses of RMB68,981,000, RMB19,585,000,


RMB25,461,000, RMB7,489,000 and RMB1,432,000, which have been dealt with the financial
statements of the Company for the year ended 2007, 2008 and 2009 and the three months ended
March 31, 2009 (unaudited) and March 31, 2010, respectively.

Reconciliation of the above amounts to the Company’s profit/(loss) for the year/period:

Three months ended


Years ended December 31, March 31,
2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Amount of consolidated profit/(loss) dealt with in
the Company’s financial statements . . . . . . . . . (68,981) (19,585) (25,461) (7,489) (1,432)
Final dividends from subsidiaries in respect of the
previous financial year, approved during the
year/period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235,423 144,194 231,256 — —
Company’s profit/(loss) for the year/period
(note 25(a)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166,442 124,609 205,795 (7,489) (1,432)

Details of dividends paid and payable to equity shareholders of the Company are set out in note 25(b).

11 Earnings per share

(a) Basic earnings per share

The calculation of basic earnings per share of the Track Record Period is based on the profit
attributable to ordinary equity shareholders and the weighted average number of shares during the
Track Record Period.

Weighted average number of ordinary shares

Three months ended


Years ended December 31, March 31,
2007 2008 2009 2009 2010
Number of Number of Number of Number of Number of
shares shares shares shares shares
’000 ’000 ’000 ’000 ’000
(unaudited)
Ordinary shares as if in issue at
January 1 . . . . . . . . . . . . . . . . . . . . . 114,174 112,943 113,064 113,064 113,506
Effect of shares repurchased
(note 25(c)(i)) . . . . . . . . . . . . . . . . . . (1,300) — — — —
Effect of share options exercised
(note 25(c)(iii)) . . . . . . . . . . . . . . . . 95 87 56 — 3
Weighted average number of ordinary
shares during the year/period . . . . . . 112,969 113,030 113,120 113,064 113,509

I-33
APPENDIX I ACCOUNTANTS’ REPORT

(b) Diluted earnings per share

The calculation of diluted earnings per share is based on the profit attributable to ordinary equity
shareholders of the Company of RMB102,231,000, RMB178,848,000, RMB186,373,000, and
RMB54,387,000 and RMB80,055,000 for the year ended December 31, 2007, 2008 and 2009 and
three months ended March 31, 2009 (unaudited) and March 31, 2010 respectively and weighted
average number of ordinary shares after adjusting for the effects of all dilutive potential ordinary
shares under the Company’s share option scheme, calculated as follows:

Weighted average number of ordinary shares (diluted)

Three months ended


Years ended December 31, March 31,
2007 2008 2009 2009 2010
Number of Number of Number of Number of Number of
shares shares shares shares shares
’000 ’000 ’000 ’000 ’000
(unaudited)
Weighted average number of ordinary
shares during the year/period . . . . . . 112,969 113,030 113,120 113,064 113,509
Effect of deemed issue of shares under
the Company’s option scheme at nil
consideration (note 24) . . . . . . . . . . 101 85 1,043 64 438
Weighted average number of ordinary
shares during the year/period . . . . . . 113,070 113,115 114,163 113,128 113,947

(c) Unaudited pro forma basic and diluted earnings per share

On September 3, 2010, the Company’s Board of Directors conditionally adopted a 10-for-1 share
split of its ordinary shares (the “conditional share split”).

The historical earnings per share for all periods presented in the Financial Information have not
been adjusted to reflect the impact of the conditional share split. The pro forma weighted average
number of ordinary shares and the pro forma earnings per share information giving effect to the
share split as if it had been completed at the beginning of the Track Record Period, is as follows:

Unaudited pro forma weighted average number of ordinary shares (basic)

Three months ended


Years ended December 31, March 31,
2007 2008 2009 2009 2010
Number of Number of Number of Number of Number of
shares shares shares shares shares
’000 ’000 ’000 ’000 ’000
(unaudited)
Unaudited pro forma weighted
average number of ordinary
shares during the year/period . . . 1,129,692 1,130,295 1,131,199 1,130,643 1,135,089
Unaudited pro forma earnings per
share (RMB) . . . . . . . . . . . . . . . . 0.090 0.158 0.165 0.048 0.071

I-34
APPENDIX I ACCOUNTANTS’ REPORT

Unaudited pro forma weighted average number of ordinary shares (diluted)

Three months ended


Years ended December 31, March 31,
2007 2008 2009 2009 2010
Number of Number of Number of Number of Number of
shares shares shares shares shares
’000 ’000 ’000 ’000 ’000
(unaudited)
Unaudited pro forma weighted
average number of ordinary
shares (diluted) during the year/
period . . . . . . . . . . . . . . . . . . . . . . 1,130,698 1,131,145 1,141,633 1,131,277 1,139,466
Unaudited pro forma earnings per
share (diluted) (RMB) . . . . . . . . . 0.090 0.158 0.163 0.048 0.070

I-35
12 Fixed assets
(a) The Group
Interests in
leasehold
land held
APPENDIX I

Office for own


Buildings equipment, use under
held for Leasehold Equipment and furniture Motor Computer Construction operating
own use improvements machinery and fixtures vehicles software in progress Sub-total leases Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Cost:
At January 1, 2007 . . . . . . . . . . . . . . . . . . . . 30,228 4,295 49,100 6,884 5,957 3,615 5,778 105,857 5,104 110,961
Exchange adjustments . . . . . . . . . . . . . . . . . — — — 12 — 9 — 21 — 21
Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,862 3,317 5,503 326 20 — (13,028) — — —
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,528 1,098 4,354 3,379 1,878 1,094 10,866 24,197 — 24,197
Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (2) (314) (221) — — (537) — (537)
At December 31, 2007 . . . . . . . . . . . . . . . . . 35,618 8,710 58,955 10,287 7,634 4,718 3,616 129,538 5,104 134,642
At January 1, 2008 . . . . . . . . . . . . . . . . . . . . 35,618 8,710 58,955 10,287 7,634 4,718 3,616 129,538 5,104 134,642
Exchange adjustments . . . . . . . . . . . . . . . . . — — — (25) — (38) — (63) — (63)

I-36
Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,999 9,176 1,389 1 641 — (45,206) — — —
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,562 3,196 2,046 35 1,336 42,582 52,757 — 52,757
Additions through business combination
(note 29) . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 33 — — — 33 — 33
Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — (319) — — — (319) — (319)
At December 31, 2008 . . . . . . . . . . . . . . . . . 69,617 21,448 63,540 12,023 8,310 6,016 992 181,946 5,104 187,050
At January 1, 2009 . . . . . . . . . . . . . . . . . . . . 69,617 21,448 63,540 12,023 8,310 6,016 992 181,946 5,104 187,050
Exchange adjustments . . . . . . . . . . . . . . . . . — — — 3 — 5 — 8 — 8
Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 616 173 3,786 — 1,946 90 (6,774) (163) 163 —
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 684 16,140 3,751 1,707 1,719 26,373 50,382 33,646 84,028
Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . (607) (5) (5,992) (113) — — — (6,717) — (6,717)
At December 31, 2009 . . . . . . . . . . . . . . . . . 69,634 22,300 77,474 15,664 11,963 7,830 20,591 225,456 38,913 264,369
At January 1, 2010 . . . . . . . . . . . . . . . . . . . . 69,634 22,300 77,474 15,664 11,963 7,830 20,591 225,456 38,913 264,369
Exchange adjustments . . . . . . . . . . . . . . . . . — — — (9) — (23) — (32) — (32)
Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,230 15,687 24 — — (16,941) — — —
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,352 2,766 594 — 85 4,865 9,662 — 9,662
Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — (32) — (28) — (60) — (60)
At March 31, 2010 . . . . . . . . . . . . . . . . . . . . 69,634 24,882 95,927 16,241 11,963 7,864 8,515 235,026 38,913 273,939
ACCOUNTANTS’ REPORT
Interests in
leasehold
land held
Office for own
Buildings equipment, use under
held for Leasehold Equipment and furniture Motor Computer Construction operating
APPENDIX I

own use improvements machinery and fixtures vehicles software in progress Sub-total leases Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Accumulated depreciation, amortization
and impairment:
At January 1, 2007 . . . . . . . . . . . . . . . . . . . . 2,497 967 16,530 1,997 1,221 594 — 23,806 383 24,189
Exchange adjustments . . . . . . . . . . . . . . . . . — — — 5 — 2 — 7 — 7
Charge for the year . . . . . . . . . . . . . . . . . . . . 904 833 7,641 1,540 1,172 1,300 — 13,390 102 13,492
Impairment loss . . . . . . . . . . . . . . . . . . . . . . — — 89 — — — — 89 — 89
Written back on disposals . . . . . . . . . . . . . . . — — (2) (183) (199) — — (384) — (384)
At December 31, 2007 . . . . . . . . . . . . . . . . . 3,401 1,800 24,258 3,359 2,194 1,896 — 36,908 485 37,393
At January 1, 2008 . . . . . . . . . . . . . . . . . . . . 3,401 1,800 24,258 3,359 2,194 1,896 — 36,908 485 37,393
Exchange adjustments . . . . . . . . . . . . . . . . . — — — (13) — (9) — (22) — (22)
Charge for the year . . . . . . . . . . . . . . . . . . . . 1,087 1,425 8,812 1,949 1,342 1,666 — 16,281 102 16,383
Written back on disposals . . . . . . . . . . . . . . . — — — (309) — — — (309) — (309)

I-37
At December 31, 2008 . . . . . . . . . . . . . . . . . 4,488 3,225 33,070 4,986 3,536 3,553 — 52,858 587 53,445
At January 1, 2009 . . . . . . . . . . . . . . . . . . . . 4,488 3,225 33,070 4,986 3,536 3,553 — 52,858 587 53,445
Exchange adjustments . . . . . . . . . . . . . . . . . — — — 2 — 4 — 6 — 6
Charge for the year . . . . . . . . . . . . . . . . . . . . 1,310 2,153 10,345 2,304 1,652 1,966 — 19,730 778 20,508
Impairment loss . . . . . . . . . . . . . . . . . . . . . . — — 473 — — — — 473 — 473
Written back on disposals . . . . . . . . . . . . . . . — (1) (4,307) (105) — — — (4,413) — (4,413)
At December 31, 2009 . . . . . . . . . . . . . . . . . 5,798 5,377 39,581 7,187 5,188 5,523 — 68,654 1,365 70,019
At January 1, 2010 . . . . . . . . . . . . . . . . . . . . 5,798 5,377 39,581 7,187 5,188 5,523 — 68,654 1,365 70,019
Exchange adjustments . . . . . . . . . . . . . . . . . — — — (6) — (14) — (20) — (20)
Charge for the period . . . . . . . . . . . . . . . . . . 427 858 2,945 681 540 237 — 5,688 195 5,883
Written back on disposals . . . . . . . . . . . . . . . — — — (32) — (28) — (60) — (60)
At March 31, 2010 . . . . . . . . . . . . . . . . . . . . 6,225 6,235 42,526 7,830 5,728 5,718 — 74,262 1,560 75,822
Net book value:
At December 31, 2007 . . . . . . . . . . . . . . . . . 32,217 6,910 34,697 6,928 5,440 2,822 3,616 92,630 4,619 97,249
At December 31, 2008 . . . . . . . . . . . . . . . . . 65,129 18,223 30,470 7,037 4,774 2,463 992 129,088 4,517 133,605
At December 31, 2009 . . . . . . . . . . . . . . . . . 63,836 16,923 37,893 8,477 6,775 2,307 20,591 156,802 37,548 194,350
At March 31, 2010 . . . . . . . . . . . . . . . . . . . . 63,409 18,647 53,401 8,411 6,235 2,146 8,515 160,764 37,353 198,117
ACCOUNTANTS’ REPORT
APPENDIX I ACCOUNTANTS’ REPORT

(b) The analysis of net book value of properties is as follows:

The Group

At December 31, At March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
In the PRC
— medium-term leases . . . . . . . . . . . . . . . . . . . . . . . 36,836 69,646 101,384 100,762
Representing:
Buildings held for own use . . . . . . . . . . . . . . . . . . . . 32,217 65,129 63,836 63,409
Interest in leasehold land held for own use under
operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,619 4,517 37,548 37,353
36,836 69,646 101,384 100,762

(c) At December 31, 2007, 2008 and 2009 and March 31, 2010, buildings held for own use with net
book value of RMB32,217,000, RMB31,186,000, RMB30,164,000 and RMB29,908,000
respectively have been pledged as security for short term and long term loans (note 21(a)).

I-38
APPENDIX I ACCOUNTANTS’ REPORT

13 Intangible assets

The Group

Diabetes
technology License Trademark Total
RMB’000 RMB’000 RMB’000 RMB’000
Cost:
At January 1, 2007 and December 31, 2007 . . . . . . . . . . . . . . — — — —
At January 1, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Additions through business combination (note 29) . . . . . . . . . 8,128 2,630 — 10,758
At December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,128 2,630 — 10,758
At January 1, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,128 2,630 — 10,758
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 300 300
At December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,128 2,630 300 11,058
At January 1, 2010 and March 31, 2010 . . . . . . . . . . . . . . . . . 8,128 2,630 300 11,058
Accumulated amortization:
At January 1, 2007 and December 31, 2007 . . . . . . . . . . . . . . — — — —
At January 1, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Charge for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239 77 — 316
At December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239 77 — 316
At January 1, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239 77 — 316
Charge for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 478 155 86 719
At December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 717 232 86 1,035
At January 1, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 717 232 86 1,035
Charge for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120 39 25 184
At March 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 837 271 111 1,219
Net book value:
At December 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —
At December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,889 2,553 — 10,442
At December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,411 2,398 214 10,023
At March 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,291 2,359 189 9,839

All amortization expenses were included as administrative expenses during the Track Record Period.

I-39
APPENDIX I ACCOUNTANTS’ REPORT

14 Goodwill

The Group
RMB’000
Cost:
At January 1, 2007 and December 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
At January 1, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Addition through business combination (note 29) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,105
At December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,105
At January 1, 2009 and December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,105
At January 1, 2010 and March 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,105

Carrying amount:
At December 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
At December 31, 2008, December 31, 2009 and March 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . 2,105

Impairment tests for cash-generating units containing goodwill

Goodwill is allocated to the Group’s cash-generating units (“CGU”) identified according to country of
operation and reportable segment as follows:

At December 31, At March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Diabetes devices business . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,105 2,105 2,105

The recoverable amount of the CGU is determined based on value-on-use calculations. These calculations
use cash flow projections based on financial budgets approved by management covering a six-year
period. The cash flows are discounted using a discount rate of 18%. The discount rate used is pre-tax and
reflects specific risks relating to the relevant segment.

15 Investments in subsidiaries

The Company

At December 31, At March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Unlisted investments, at cost . . . . . . . . . . . . . . . . . . . . . . . . . 519,451 519,725 524,566 526,613

I-40
APPENDIX I ACCOUNTANTS’ REPORT

The following list contains the particulars of subsidiaries of the Group. The class of shares held is
ordinary unless otherwise stated.

Place and Attributable


date of incorporation/ Issued equity interest
Name of company establishment/acquisition share capital Direct Indirect Principal activity
% %
MicroPort Medical British Virgin Islands, USD2 100 — Investment
Limited (“MP July 25, 2006 holding
Medical”)
Leader City Limited British Virgin Islands, USD2 100 — Investment
(“Leader City”) April 12, 2006 holding
MicroPort Medical B.V. The Netherlands, EUR18,000 100 — Marketing and
(“MP B.V.”) acquired on distribution of
September 4, 2006 the Group’s
product
MicroPort Medical The PRC, USD12,000,000 40 60 Manufacturing,
(Shanghai) Co., Ltd. May 15, 1998 distribution,
(“MP Shanghai”) research and
( development
)* of medical
devices
Shanghai MicroPort The PRC, RMB45,000,000 — 100 Manufacturing,
Lifesciences Co., Ltd. April 28, 2008 distribution,
(“MP Lifesciences research and
Shanghai”) development
( of diabetes
)* devices
MicroPort Lifesciences The PRC, acquired on RMB3,000,000 — 100 Manufacturing,
(Beijing) Co., Ltd. June 2, 2008 distribution,
(“MP Lifesciences research and
Beijing”) development
( of diabetes
)* devices
Shanghai MicroPort The PRC, RMB45,000,000 — 100 Distribution,
Orthopedics Co., Ltd. May 18, 2009 research and
(“MP Orthopedics”) development
( of orthopedics
)* devices

* The English translation of the entities’ names are for reference only. The official names of these
entities are in Chinese.

The Company’s attributable equity interests in its subsidiaries have remained unchanged during the Track
Record Period, except for the business combination disclosed in note 29.

I-41
APPENDIX I ACCOUNTANTS’ REPORT

The statutory financial statements of the subsidiaries subject to statutory audit requirements were
prepared in accordance with the relevant accounting rules and regulations applicable to enterprises either
in the PRC or in the Netherlands and were audited during the Track Record Period by the following
auditors:

Name of entities Period Auditor


MP Shanghai Years ended December 31, 2007, 2008 Shanghai Wen Hui Certified Public
and 2009 Accountants Co., Ltd.*

MP B.V. Years ended December 31, 2007, 2008 PricewaterhouseCoopers Accountants


and 2009 B.V.
MP Lifesciences (i) Period from April 28, 2008 (date of Shanghai Wen Hui Certified Public
Shanghai incorporation) to December 31, 2008 Accountants Co., Ltd.*
(ii) Year ended December 31, 2009
MP Lifesciences (i) Period from June 2, 2008 (date of Beijing Zhong Yan Tong Accountant
Beijing acquisition) to December 31, 2008 Office Co., Ltd.*
(ii) Year ended December 31, 2009

MP Orthopedics Period from May 18, 2009 (date of Shanghai Wen Hui Certified Public
incorporation) to December 31, 2009 Accountants Co., Ltd.*

* The English translation of the entities’ names are for reference only. The official names of these
entities are in Chinese.

16 Inventories

(a) Inventories in the consolidated balance sheets comprise:

The Group

At December 31, At March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,285 32,382 29,560 33,488
Work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,080 10,935 15,225 17,121
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,349 5,159 11,910 14,089
47,714 48,476 56,695 64,698

All inventories are expected to be recovered within one year.

I-42
APPENDIX I ACCOUNTANTS’ REPORT

(b) The analysis of the amount of inventories recognized as an expense and included in the
consolidated income statements is as follows:

Three months, ended


Years ended December 31, March 31
2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Carrying amount of inventories sold . . . . . 58,619 75,239 75,626 16,215 22,343
Write-down of inventories . . . . . . . . . . . . . 1,552 12,464 2,411 1,075 341
Cost of inventories sold . . . . . . . . . . . . . . . 60,171 87,703 78,037 17,290 22,684
Cost of inventories directly recognized as
research and development costs . . . . . . . 14,712 15,244 20,019 3,141 7,215
Cost of inventories . . . . . . . . . . . . . . . . . . . 74,883 102,947 98,056 20,431 29,899

17 Trade and other receivables

The Group

At December 31, At March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136,231 106,588 121,672 173,275
Amounts due from related parties (note 28(c)) . . . . . . . . . . . 2,204 6,758 14,701 12,298
138,435 113,346 136,373 185,573
Less: Allowance for doubtful debts . . . . . . . . . . . . . . . . . . . (8,651) (6,148) (2,551) (2,551)
129,784 107,198 133,822 183,022
Deposits and prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . 829 1,413 6,089 7,202
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,899 6,025 3,906 6,293
137,512 114,636 143,817 196,517

The Company

At December 31, At March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Amounts due from subsidiaries . . . . . . . . . . . . . . . . . . . . . . 117,807 3 114,433 —

All of the trade and other receivables are expected to be recovered within one year. Amounts due from
subsidiaries are unsecured, interest free and are repayable on demand.

I-43
APPENDIX I ACCOUNTANTS’ REPORT

(a) Aging analysis

Included in trade and other receivables are trade receivables and amounts due from related parties
(net of allowance for doubtful debts) with the following aging analysis as of the balance sheet
dates:

The Group

At December 31, At March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73,556 100,820 130,346 179,981
Less than 1 month past due . . . . . . . . . . . . . . . . . . . . 34,540 408 3,247 2,109
1 to 3 months past due . . . . . . . . . . . . . . . . . . . . . . . . 19,840 — 28 85
More than 3 months past due . . . . . . . . . . . . . . . . . . . 1,848 5,970 201 847
Amounts past due . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56,228 6,378 3,476 3,041
129,784 107,198 133,822 183,022

Receivables that were current related to a wide range of customers for whom there was no recent
history of default.

Receivables that were past due but not impaired relate to a number of customers that have a good
track record with the Group. Based on past experience, management believes that no impairment
allowance is necessary in respect of these balances as there has not been a significant change in
credit quality and the balances are still considered fully recoverable. The Group does not hold any
collateral over these balances.

Further details of the Group’s credit policy are set out in note 26(a).

(b) Impairment of trade receivables

Impairment losses in respect of trade receivables are recorded using an allowance account unless
the Group is satisfied that recovery of the amount is remote, in which case the impairment loss is
written off against trade receivables directly (see note 2(j)).

The movement in the allowance for doubtful debts during the Track Record Period, including both
specific and collective loss components, is as follows:

The Group

At December 31, At March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
At January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,201 8,651 6,148 2,551
Net impairment loss recognized/(reversed) . . . . . . . 450 (2,503) (17) —
Uncollectible amounts written off . . . . . . . . . . . . . . — — (3,580) —
At December 31/March 31 . . . . . . . . . . . . . . . . . . . . 8,651 6,148 2,551 2,551

I-44
APPENDIX I ACCOUNTANTS’ REPORT

The Group’s trade receivables including amounts due from related parties, of RMB8,651,000,
RMB6,148,000, RMB2,551,000 and RMB2,551,000 were individually determined to be impaired
as at December 31, 2007, 2008 and 2009 and March 31, 2010 respectively. The individually
impaired receivables related to customers whose debts have been long outstanding with no
subsequent settlement received or customers that were in financial difficulties and management
assessed that these receivables are not expected to be recovered. Consequently, specific
allowances for doubtful debts of RMB2,144,000, RMB301,000, RMB188,000, Nil and Nil were
recognized during the year ended December 31, 2007, 2008 and 2009 and the three months ended
March 31, 2009 (unaudited) and March 31, 2010 respectively. The Group does not hold any
collateral over these balances.

18 Deposits with banks

The Group

At December 31, At March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Deposits with banks with original maturities over three
months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 205,084 191,000 175,000
Pledged deposits with banks . . . . . . . . . . . . . . . . . . . . . . . . . 2,940 2,485 2,595 2,595
2,940 207,569 193,595 177,595

Included in pledged deposits with banks, RMB651,000 was pledged to a bank as at December 31, 2007,
2008 and 2009 and March 31, 2010 as security for the short term and long term loans (note 21). The
remaining pledged deposits are pledged for use of business credit cards in the PRC.

19 Cash and cash equivalents

(a) Cash and cash equivalents comprise:

The Group

At December 31, At March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Cash at banks and in hand . . . . . . . . . . . . . . . . . . . . . 166,801 66,461 90,194 101,983
Deposits with other financial institutions . . . . . . . . . 143,051 — — —
309,852 66,461 90,194 101,983

The Company

At December 31, At March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Cash at banks and in hand . . . . . . . . . . . . . . . . . . . . . 779 11,713 4,162 8,623

At December 31, 2007, 2008 and 2009 and March 31, 2010, cash and cash equivalents of the
Group held in banks and financial institutions in the PRC amounted RMB308,078,000,
RMB54,295,000, RMB85,232,000 and RMB92,839,000 respectively. The remittance of funds out
of the PRC is subject to the relevant rules and regulations of foreign exchange control
promulgated by the PRC government.

I-45
APPENDIX I ACCOUNTANTS’ REPORT

(b) Reconciliation of profit before taxation to cash generated from operations:

Three months ended


Years ended December 31, March 31,
Note 2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Profit before taxation . . . . . . . . . . . . . . . . . 113,655 228,253 249,755 73,599 94,698
Adjustments for:
— Depreciation . . . . . . . . . . . . . . . . . . . . . 6(c) 13,390 16,281 19,730 4,840 5,688
— Amortization of interests in leasehold
land held for own use under operating
leases . . . . . . . . . . . . . . . . . . . . . . . . . . . 6(c) 102 102 778 26 195
— Amortization of intangible assets . . . . . 6(c) — 316 719 167 184
— Impairment loss on property, plant and
equipment . . . . . . . . . . . . . . . . . . . . . . . 6(c) 89 — 473 — —
— Impairment/(reversal of impairment)
losses on trade receivables . . . . . . . . . . 6(c) 450 (2,503) (17) (100) —
— Impairment loss on other
receivables . . . . . . . . . . . . . . . . . . . . . . . 6(c) — 224 — — —
— Finance costs . . . . . . . . . . . . . . . . . . . . 6(a) 44,200 9,875 17,153 5,827 2,990
— Interest income on bank deposits . . . . . 5 (5,932) (9,282) (7,592) (2,154) (1,052)
— Loss on disposal of fixed assets . . . . . . 5 117 7 1,694 — —
— Equity-settled share-based
compensation expenses . . . . . . . . . . . . . 24(c) 21,614 274 4,841 2,215 2,047
Change in working capital:
— Decrease/(increase) in inventories . . . . 356 (256) (8,219) 3,922 (8,003)
— (Increase)/decrease in trade and other
receivables . . . . . . . . . . . . . . . . . . . . . . . (33,549) 29,549 (30,731) (32,123) (52,343)
— Increase/(decrease) in trade and other
payables . . . . . . . . . . . . . . . . . . . . . . . . . 10,500 18,026 (12,334) (12,850) 11,193
— (Decrease)/increase in deferred
income . . . . . . . . . . . . . . . . . . . . . . . . . . (1,410) 8,085 6,750 (475) 14
Cash generated from operations . . . . . . . . 163,582 298,951 243,000 42,894 55,611

20 Trade and other payables

The Group

At December 31, At March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,552 4,332 5,176 8,291
Receipts in advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 167 131 1,259
Other payables and accruals . . . . . . . . . . . . . . . . . . . . . . . . . 36,204 54,022 42,412 45,204
Dividends payable to ordinary shareholders . . . . . . . . . . . . 109,213 10,424 101,945 236
Dividend payable to holder of redeemable convertible
preference shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,845 — 2,596 —
156,814 68,945 152,260 54,990

I-46
APPENDIX I ACCOUNTANTS’ REPORT

The Company

At December 31, At March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Other payables and accruals . . . . . . . . . . . . . . . . . . . . . . . . . 8,115 7,593 — —
Amounts due to subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . 17,489 18,450 25,112 23,665
Dividends payable to ordinary shareholders . . . . . . . . . . . . 109,213 10,424 101,945 236
Dividend payable to holder of redeemable convertible
preference shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,845 — 2,596 —
143,662 36,467 129,653 23,901

All of the above balances are expected to be settled within one year. Amounts due to subsidiaries are
unsecured, interest free and are repayable on demand.

Included in trade and other payables are trade creditors with the following aging analysis as of the balance
dates:

The Group

At December 31, At March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Due within 1 month or on demand . . . . . . . . . . . . . . . . . . . . 2,248 4,045 4,991 7,233
Due after 1 month but within 3 months . . . . . . . . . . . . . . . . 102 50 44 823
Due after 3 months but within 6 months . . . . . . . . . . . . . . . . 202 237 141 235
2,552 4,332 5,176 8,291

21 Short-term and long-term loans

(a) Loan from Shanghai Municipal Financial Administration

On September 9, 2003, MP Shanghai entered into a 15 year long-term loan agreement with
Shanghai Municipal Financial Administration (“SMFA”) (the “SMFA loan”). The SMFA loan
bears a variable interest rate which is determined based on the annual deposit rate as quoted by
The People’s Bank of China on each September 29, plus 0.3 percentage point. Interest is paid
annually. The actual interest paid during the years ended December 31, 2007, 2008 and 2009
amounted to RMB682,000, RMB1,193,000 and RMB480,000 respectively, and nil for the three
months ended March 31, 2009 (unaudited) and March 31, 2010.

The loan is guaranteed by China Construction Bank, and is payable in 11 installments of


RMB590,000 on each September 30, commencing from 2008, with a four-year concession period.
The last installment is due on August 31, 2018.

The SFMA loan is secured by (i) the buildings held for own use with net book value of
RMB32,217,000, RMB31,186,000, RMB30,164,000 and RMB29,908,000 at December 31, 2007,
2008 and 2009 and March 31, 2010 respectively (note 12(c)); and (ii) deposits with banks of
RMB651,000 as at December 31, 2007, 2008 and 2009 and March 31, 2010 respectively (note 18).

The SFMA loan was initially recorded at fair value with reference to the borrowing rates available
for bank loans with similar terms and maturities. The SFMA loan is being accreted to face value

I-47
APPENDIX I ACCOUNTANTS’ REPORT

over the period of the loan using the effective interest method according to the accounting policy
as set out in note 2(n). The difference between the fair value and the face value is regarded as
government grant received by the Group, which is amortized as a government grant income to the
consolidated income statement over the period of the loan, using the effective interest method (see
note 23).

The fair value of the SMFA loan at initial recognition amounted to RMB4,809,000. Besides the
actual interest paid, additional interest expense of RMB164,000, RMB169,000, RMB156,000,
RMB39,000 and RMB35,000 and related government grant income of RMB164,000,
RMB169,000, RMB156,000, RMB39,000 and RMB35,000 were recognized in the consolidated
income statements for the year ended December 31, 2007, 2008 and 2009 and the three months
ended March 31, 2009 (unaudited) and March 31, 2010, respectively.

(b) Loans from Shanghai Venture Capital Co., Ltd.

On June 23, 2006, MP Shanghai, Shanghai Venture Capital Co., Ltd. (“Shanghai Venture”) and
Shanghai Pudong Development Bank (“SPDB”) entered into an entrusted loan agreement, under
which MP Shanghai obtained a RMB21,000,000 entrusted loan facility granted from Shanghai
Venture through SPDB. Principal of RMB12,000,000 and RMB9,000,000 was drawn down on
June 23, 2006 and September 30, 2007 respectively (the “Shanghai Venture loans”). The entrusted
loans were interest free and were repayable on June 30, 2008. The Shanghai Venture loans were
guaranteed by SPDB which was the second creditor over the land and buildings pledged (note
12(c)). The Shanghai Venture loans were initially recorded at fair value with reference to the
borrowing rates available for bank loans with similar terms and maturities. The Shanghai Venture
loans were being accreted to face value over the period of the loans, and the difference between
the fair value and the face value of the loans was regarded as government grant received by the
Group which was amortized as a government grant income over the period of the loans, using the
effective interest method.

The fair value of the Shanghai Venture loans were RMB10,656,000 and RMB8,525,000 at initial
recognition, i.e. June 23, 2006 and September 30, 2007, respectively.

Interest expense of RMB827,000 and RMB671,000 and related government grant income of
RMB827,000 and RMB671,000 were recognized in the consolidated income statements for the
year ended December 31, 2007 and 2008 respectively.

On June 30, 2008, the Shanghai Venture agreed with the Company to defer the repayment of the
loans of RMB9,000,000 and RMB12,000,000 to March 31, 2009 and June 30, 2009 respectively.
Since there was a change in expected cash flow, the Group reassessed, based on the revised terms
of loans, the fair value of loans which amounted to RMB19,498,000 as at June 30, 2008. The
excess of the loan carrying amounts over the fair value or RMB1,502,000 was regarded as a
government grant, which was amortized over the extended loan period. Additional interest
expense of RMB737,000, RMB765,000 and RMB437,000 and related government grant income
of RMB737,000, RMB765,000 and RMB437,000 were recognized in the consolidated income
statements during the year ended December 31, 2008 and 2009 and the three months ended
March 31, 2009 (unaudited) respectively. The loans were repaid in full on March 31, 2009 and
June 30, 2009 respectively.

I-48
APPENDIX I ACCOUNTANTS’ REPORT

At the balance sheet dates, the short-term and long-term loans were repayable as follows:

The Group

At December 31, At March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year
— short-term loans . . . . . . . . . . . . . . . . . . . . . . . . 8,681 20,235 — 100,000
— long-term loans (current portion) . . . . . . . . . . . 12,070 434 448 452
20,751 20,669 448 100,452
After 1 year but within 2 years . . . . . . . . . . . . . . . 434 448 462 465
After 2 years but within 5 years . . . . . . . . . . . . . . 1,386 1,429 1,473 1,484
After 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,193 2,702 2,196 2,213
5,013 4,579 4,131 4,162
25,764 25,248 4,579 104,614

22 Income tax in the balance sheets

(a) Current taxation in the balance sheets represents:

The Group
At December 31, At March 31,
2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Provision for PRC income tax for the year/period . . 13,513 29,337 54,882 14,779
Provisional tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . (12,899) (17,814) (28,599) —
Balance of PRC income tax relating to prior
years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 1,351
614 11,523 26,283 16,310
Tax payable/(recoverable) of the subsidiary outside
the PRC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,048 (358) 16 —
1,662 11,165 26,299 16,130

The Company
At December 31, At March 31,
2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Withholding tax on dividend declared(i) from a PRC
subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 4,754 —

(i) On October 21, 2009, MP Shanghai declared to the Company, MP Medical and Leader
City dividends in total amounting to RMB238,429,000, of which RMB118,841,000 was
attributable to earnings generated since January 1, 2008. Consequently, a withholding tax
liability of RMB11,884,000 was reclassified from deferred tax liabilities to income tax
payable during 2009. The entire amount was paid in January 2010.

The Company directly holds a 40% equity interest in MP Shanghai and therefore was
accounted for 40% of the total withholding tax payable. The remaining 60% withholding
tax is payable by the intermediate holding companies of MP Shanghai.

I-49
APPENDIX I ACCOUNTANTS’ REPORT

Reconciliation to the balance sheets:

The Group

At December 31, At March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Income tax recoverable . . . . . . . . . . . . . . . . . . . . . . . — (358) — —
Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . 1,662 11,523 26,299 16,130
1,662 11,165 26,299 16,130

The Company

Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . — — 4,754 —

I-50
APPENDIX I ACCOUNTANTS’ REPORT

(b) Deferred tax (assets)/liabilities recognized:

(i) The Group

Withholding
tax on
retained
Allowance earnings of
for doubtful Provision for Other Intangible a PRC
Deferred tax arising from: debts inventories provisions assets subsidiary Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

At January 1, 2007 . . . . . — (310) (173) — — (483)


(Credited)/charged to the
consolidated income
statement . . . . . . . . . . (471) 194 (6) — — (283)
At December 31,
2007 . . . . . . . . . . . . . . (471) (116) (179) — — (766)
At January 1, 2008 . . . . . (471) (116) (179) — — (766)
Addition through a
business combination
(note 29) . . . . . . . . . . . — — — 2,689 — 2,689
(Credited)/charged to the
consolidated income
statement . . . . . . . . . . (485) (1,686) (517) (78) 20,894 18,128
At December 31,
2008 . . . . . . . . . . . . . . (956) (1,802) (696) 2,611 20,894 20,051
At January 1, 2009 . . . . . (956) (1,802) (696) 2,611 20,894 20,051
Charged/(credited) to the
consolidated income
statement . . . . . . . . . . 569 34 (3,816) (159) 11,537 8,165
At December 31,
2009 . . . . . . . . . . . . . . (387) (1,768) (4,512) 2,452 32,431 28,216
At January 1, 2010 . . . . . (387) (1,768) (4,512) 2,452 32,431 28,216
(Credited)/charged to the
consolidated income
statement . . . . . . . . . . — (51) (45) (40) — (136)
At March 31, 2010 . . . . . (387) (1,819) (4,557) 2,412 32,431 28,080

I-51
APPENDIX I ACCOUNTANTS’ REPORT

(ii) The Company

Withholding
tax on
retained
earnings of a
PRC
subsidiary
RMB’000
Deferred tax arising from:
At January 1, 2007, December 31, 2007 and January 1, 2008 . . . . . . . . . . . . . —
Charged to the income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,358
At December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,358
At January 1, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,358
Charged to the income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,614
At December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,972
At January 1, 2010 and March 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,972

(iii) Reconciliation to the balance sheets

The Group

At December 31, At March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Net deferred tax assets recognized in the
balance sheets . . . . . . . . . . . . . . . . . . . . . . (766) (3,454) (6,667) (6,763)
Net deferred tax liabilities recognized in the
balance sheets . . . . . . . . . . . . . . . . . . . . . . — 23,505 34,883 34,843
(766) 20,051 28,216 28,080

The Company

At December 31, At March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Net deferred tax liabilities recognized in the
balance sheets . . . . . . . . . . . . . . . . . . . . . . — 8,358 12,972 12,972

(c) Deferred tax assets not recognized

In accordance with the accounting policy set out in note 2(r), the Group did not recognize
deferred tax assets in respect of tax losses attributable to certain subsidiaries of RMB66,000,
RMB4,700,000 and RMB7,887,000 as at December 31, 2008 and 2009 and March 31, 2010,
respectively, as the directors consider it is not probable that future taxable profits against
which the losses can be utilized will be available in the relevant tax jurisdiction and entity.
All tax losses were incurred by PRC subsidiaries and will expire in five years after they are
incurred. As at March 31, 2010, tax losses of RMB66,000, RMB4,634,000 and
RMB3,187,000 will expire on December 31, 2013, 2014 and 2015 respectively.

I-52
APPENDIX I ACCOUNTANTS’ REPORT

(d) Deferred tax liabilities not recognized

At March 31, 2010, no deferred tax liability was recognized for temporary differences
relating to the undistributed profits of a PRC subsidiary amounting to RMB49,684,000
(December 31, 2007, 2008 and 2009: Nil), as the Group controls the dividend policy of this
subsidiary and it has been determined that it is probable that such profits will not be
distributed in the foreseeable future.

23 Deferred income

The movements of deferred income are as follows:

The Group

Government
Government grant through
subsidies for low-interest
research and loans and
development interest-free
projects loan Total
RMB’000 RMB’000 RMB’000
(note) (note 21)
As at January 1, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,900 2,252 9,152
Additions during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,500 475 1,975
Government grant recognized as other revenue . . . . . . . . . . . . . . . . (1,920) (991) (2,911)
As at December 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,480 1,736 8,216
As at January 1, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,480 1,736 8,216
Additions during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,341 1,502 10,843
Government grant recognized as other revenue . . . . . . . . . . . . . . . . (350) (1,577) (1,927)
As at December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,471 1,661 17,132
As at January 1, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,471 1,661 17,132
Additions during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,970 — 11,970
Government grant recognized as other revenue . . . . . . . . . . . . . . . . (4,299) (921) (5,220)
As at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,142 740 23,882
As at January 1, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,142 740 23,882
Additions during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 — 79
Government grant recognized as other revenue . . . . . . . . . . . . . . . . (30) (35) (65)
As at March 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,191 705 23,896

Represented by:

At December 31, At March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 839 920 142 138
Non-current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,377 16,212 23,740 23,758
8,216 17,132 23,882 23,896

Note: Since the time of completion for every project varies with actual circumstances, it is not
practicable to determine the current portion of the deferred income derived from these projects
reliably. Thus, the entire balance is treated as non-current deferred income.

I-53
APPENDIX I ACCOUNTANTS’ REPORT

24 Equity-settled share-based transactions

(a) The 2004 share option plan

On February 20, 2004, MicroPort Medical (Cayman) Corporation (“MP Cayman”), the
intermediate holding company of MP Shanghai prior to the Reorganization completed on
December 31, 2006, adopted in 2004 Stock Option Plan (the “2004 Option Plan”) pursuant to
which MP Cayman may grant up to 10,261,030 share options to the employees, executives and
outside consultants of MP Shanghai.

During 2004 and 2005, MP Cayman granted a total of 10,261,030 share options to the executives,
employees and outside consultants at exercise prices ranging from nil to HK$1.1057 and US$0.38
(equivalent to RMB3.14). An aggregate of 8,869,245 share options were vested and exercised
during 2006. The grantees became the shareholders of MP Cayman and later became the
shareholders of the Company upon the completion of the Reorganization when the ordinary shares
of MP Cayman were exchanged for the Company’s ordinary shares on a one for one basis. MP
Shanghai recognized equity-settled share-based compensation expenses totalling RMB13,043,000
from 2004 to 2006 in respect of the 8,869,245 share options fully vested and exercised. In
addition, for 1,009,760 share options which were exercisable one year after the consummation of
an initial public offering (“IPO”) of MP Cayman, MP Shanghai recognized equity-settled share-
based compensation expenses totalling RMB990,000 when they were vested immediately on their
grant dates in 2004 and 2005.

The remaining 382,025 share options were vested over an explicit service period from two to three
years and had a fair value of RMB403,000 at the grant date. For the years ended December 31,
2007 and 2008, MP Shanghai recognized share-based compensation expenses of RMB377,000
and RMB26,000 respectively.

On January 10, 2007 (the “modification date”), the Company agreed to assume the obligation of
all outstanding and unvested share options of MP Cayman under the 2004 Option Plan. Each of
the 1,391,785 outstanding share options of MP Cayman, including 1,009,760 exercisable upon the
consummation of the IPO of MP Cayman and 382,025 share options which were scheduled to vest
over an explicit service period, was converted into one share option of the Company with same
terms and conditions. The assumption of share options was considered as a modification to the
2004 Option Plan (the “2004 Modified Plan”). As the terms of these share options remained
unchanged, the modification did not result in any incremental value in respect of the fair value of
the share options.

(i) The terms and conditions of the grants of the 2004 Modified Plan are as follows:

Contractual
Number of Vesting life of
options conditions options
Options granted to certain
executives, consultants and Vested immediately on
employees . . . . . . . . . . . . . . 1,009,760 grant date . . . . . . . . . . . . . 10 years
Options granted to two Vested one to two years from
executives . . . . . . . . . . . . . . 382,025 the modification date . . . . 8 years and 9 months
Total share options granted . . . 1,391,785

I-54
APPENDIX I ACCOUNTANTS’ REPORT

(ii) The number and weighted average exercise prices of share options under the 2004 Modified
Plan are as follows:

At December 31, At March 31,


2007 2008 2009 2010
Weighted Weighted Weighted Weighted
average average average average
exercise Number of exercise Number of exercise Number of exercise Number of
price options price options price options price options
RMB RMB RMB RMB
Outstanding at
the beginning
of the year/
period . . . . . . 1.73 1,391,785 1.60 1,260,595 1.26 1,009,760 1.26 1,009,760
Exercised during
the year/
period . . . . . . 2.97 (131,190) 2.97 (119,645) — — — —
Forfeited during
the year/
period . . . . . . — — 2.97 (131,190) — — — —
Outstanding at
the end of the
year/period . . 1.60 1,260,595 1.26 1,009,760 1.26 1,009,760 1.26 1,009,760
Exercisable at
the end of the
year/period . . 2.97 131,190 — — — — — —

(iii) Fair value of share options and assumptions of the 2004 Modified Plan

The fair value of services received in return for share options granted is measured by reference to
the fair value of share options granted. The estimate of the fair value of the share options granted
is measured based on a binomial option pricing model. The contractual life of the share option is
used as an input into this model. Expectations of early exercise are incorporated into the binomial
option pricing model.

2004 Modified Plan


Fair value of share options and assumptions
Fair value at modification date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USD2.80
Share price at modification date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USD3.01
Exercise price at modification date . . . . . . . . . . . . . . . . . . . . . . . . . . . HKD0.55 to HKD0.71 and
USD0.25 to USD0.38
Expected volatility (expressed as a weighted average volatility used
in the modeling under binomial option pricing model) . . . . . . . . . . 23.85%
Option life . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 to 10 years
Suboptimal exercise factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0%
Average risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.68%
Forfeiture rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0%

The expected volatility is determined by reference to the average implied volatility of comparable
companies that manufacture similar products as MP Shanghai.

Expected dividend yield is based on historical dividends. Changes in the subjective input
assumptions could materially affect the fair value estimate.

I-55
APPENDIX I ACCOUNTANTS’ REPORT

In respect of share options granted under a service condition, the condition has not been taken into
account in the grant date fair value measurement of the services received. There was no market
condition associated with these share options. In respect of share options which were fully vested
but only exercisable one year after the consummation of the IPO, the exercisability of these share
options was a non-vesting market condition which has been considered in the measurement of fair
value at grant date.

(b) The 2006 share option plan

On August 26, 2006, the Company adopted 2006 Share Incentive Plan (the “2006 Option Plan”),
in which the board of directors authorized, at their discretion, the issuance of an aggregate of up to
6,009,157 share options to the executives, employees and outside consultants of MP Shanghai.
The 2006 Option Plan is subject to adjustment for a share split, or any future share dividend or
other similar change in the ordinary shares for the capital structure. Each option gives the holder
the right to subscribe for one ordinary share of the Company and is settled gross in shares.

(i) The terms, conditions and fair values of the grants under the 2006 Option Plan are as follows:

Weighted
average Weighted
fair value average
Number of per share exercise
options Fair value option price
RMB’000 RMB RMB
Options granted to executives on:
March 2, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,635,362 41,372 11.38 14.94
April 2, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145,000 1,180 8.14 21.26
June 14, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000 234 4.68 32.41
June 25, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 370,000 2,273 6.14 29.01
December 1, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 420,000 4,020 9.57 29.11
October 21, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600,000 8,238 13.73 20.91
5,220,362 57,317

The above share options are vested in installments over an explicit vesting period of four to five
years. The vesting condition is service from the grant date to the vesting date of each tranche, and
each installment is accounted for as a separate share-based compensation arrangement. The
contractual life of options granted to executives is 10 years.

Weighted
average Weighted
fair value average
Number of per share exercise
options Fair value option price
RMB’000 RMB RMB
Options granted to employees on:
April 23, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 750,000 6,115 8.15 21.25
February 6, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000 232 9.28 29.06
775,000 6,347

The above share options are granted to 527 employees and are vested in installments over an
explicit vesting period of five to six years. The vesting schedule of each employees is different
and was determined based on the date of employment. The vesting condition is service from the

I-56
APPENDIX I ACCOUNTANTS’ REPORT

grant date to the vesting date of each tranche, and each installment is accounted for as a separate
share-based compensation arrangement. The contractual life of options granted to employees is
from the employment commencement date to March 1, 2013.

Weighted
average Weighted
fair value average
Number of per share exercise
options Fair value option price
RMB’000 RMB RMB
Options granted to consultants on:
May 17, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,000 747 4.98 32.63
June 14, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000 255 5.10 32.41
200,000 1,002
Total options granted . . . . . . . . . . . . . . . . . . . . . . . . . 6,195,362 64,666

The above share options are vested in installments over an explicit vesting period of four to five
years. The vesting condition is service from the grant date to the vesting date of each tranche, and
each installment is accounted for as a separate share-based compensation arrangement. The
contractual life of options granted to consultants is 10 years.

(ii) The number and weighted average exercise prices of share options under the 2006 Option Plan
are as follows:

At December 31, At March 31,


2007 2008 2009 2010
Weighted Weighted Weighted Weighted
average average average average
exercise Number of exercise Number of exercise Number of exercise Number of
price options price options price Options price options
RMB RMB RMB ’000 RMB ’000
Outstanding at the
beginning of the
year/period . . . . . — — 17.99 4,653,024 24.22 2,665,141 27.50 2,554,618
Granted during the
year/period . . . . . 18.10 4,780,362 29.06 790,000 21.23 625,000 — —
Exercised during
the year/
period . . . . . . . . . 9.69 (29,352) 19.04 (1,908) 9.12 (439,741) 18.77 (13,173)
Forfeited during the
year/period . . . . . 26.06 (97,986) 15.16 (2,775,975) 12.09 (295,782) 18.80 (1,707)
Outstanding at the
end of the year/
period . . . . . . . . . 17.99 4,653,024 24.22 2,665,141 27.50 2,554,618 27.55 2,539,738
Exercisable at the
end of the year/
period . . . . . . . . . 19.81 886,634 22.67 860,681 31.31 838,743 30.48 971,884

All the share options granted are exercisable by the grantees upon vesting and will expire in April
2016 through January 2017. As at December 31, 2007, 2008 and 2009 and March 31, 2010, the
weighted average remaining contractual life for the share options granted under the 2006 Option
Plan was 9.06 years, 8.33 years, 7.58 years and 7.33 years respectively.

I-57
APPENDIX I ACCOUNTANTS’ REPORT

(iii) Fair value of share options and assumptions of the 2006 Option Plan

The fair value of services received in return for share options granted is measured by reference to
the fair value of share options granted. The estimate of the fair value of the share options granted
is measured based on a binomial option pricing model. The contractual life of the share option is
used as an input into this model. Expectations of early exercise are incorporated into the binomial
option pricing model.

Fair value of share options and assumptions 2006 Option Plan


Fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USD0.56 to USD2.33
Share price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USD3.06 to USD4.08
Exercise price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USD1.267 to USD4.250
Expected volatility (expressed as a weighted average volatility used
in the modelling under binomial option pricing model) . . . . . . . . . 21.2% to 55.0%
Option life . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 years
Suboptimal exercise factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0% to 1.17%
Average risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.14% to 5.23%
Forfeiture rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5% to 6%

Total non-cash equity-settled share-based compensation expenses in respect of the share options
granted under the 2006 Option Plan charged to the consolidated income statement for the years
ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2009
(unaudited) and March 31, 2010 were RMB21,237,000, RMB248,000, RMB4,841,000,
RMB2,215,000 and RMB2,047,000, respectively.

Share options under the 2004 Modified Plan and 2006 Option Plan were granted under a service
condition. This condition has not been taken into account in the grant date fair value measurement
of the services received. Except for the 1,009,760 vested share options exercisable one year after
the Company’s 2004 Modified Plan, there were no market conditions associated with the share
options grants.

The share options under the 2004 Modified Plan and 2006 Option Plan were granted to executives,
employees and outside consultants of MP Shanghai. Accordingly, the compensation expense was
reflected as non-cash equity-settled share-based compensation expenses with a corresponding
increase in the employee share-based compensation capital reserve of the Company.

(iv) Modification of the 2006 Option Plan — change of exercise price

On March 9, 2010, the Board approved a modification to 2006 Option Plan, to reduce the exercise
price from USD4.25 to USD3.062 for the share options granted on May 17, 2007, June 14,
2007, July 25, 2008 and December 1, 2008. The reduction of exercise price of the above share
options has resulted in an incremental fair value of RMB2,160,000 at the modification date. The
incremental fair value will be recognized as equity-settled share-based compensation expenses
over the remaining four to five years of the vesting period.

I-58
APPENDIX I ACCOUNTANTS’ REPORT

The estimate of the fair value of these share options granted is measured based on a binomial
option pricing model. The contractual life of the share option is used as an input into this model.
Expectations of early exercise are incorporated into the binomial option pricing model.

Before modification of After modification of


Fair value of share options and assumptions exercise price exercise price

Fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USD1.44 to USD2.49 USD1.74 to USD2.81


Share price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USD4.74 USD4.74
Exercise price . . . . . . . . . . . . . . . . . . . . . . . . . . . . USD4.25 USD3.062
Expected volatility (expressed as a weighted
average volatility used in the modelling under
binomial option pricing model) . . . . . . . . . . . . . 54.54% to 55.28% 54.54% to 55.28%
Option life . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 years 10 years
Suboptimal exercise factor . . . . . . . . . . . . . . . . . . 1.5 1.5
Expected dividend yield . . . . . . . . . . . . . . . . . . . . 0% to 1.17% 0% to 1.17%
Average risk-free interest rate . . . . . . . . . . . . . . . . 2.33% to 2.70% 2.33% to 2.70%
Forfeiture rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5% to 6% 5% to 6%

(c) Equity-settled share-based compensation expenses (net of the impact of reversals resulting
forfeiture of unvested options) recognized in the consolidated income statements during the
Track Record Period are set out as follows:

Three months ended


Years ended December 31, March 31,
2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Research and development costs . . . . . . . . 648 815 781 354 327
Sales and marketing costs . . . . . . . . . . . . . 4,755 2,223 2,197 997 922
Administrative expenses . . . . . . . . . . . . . . 16,211 (2,764) 1,863 864 798
21,614 274 4,841 2,215 2,047
Represented by:
Staff costs (note 6(b)) . . . . . . . . . . . . . . . . 21,396 (6) 4,691 2,163 2,031
Cost of employing consultants . . . . . . . . . . 218 280 150 52 16
21,614 274 4,841 2,215 2,047

(d) Potential dilution effect on shareholdings upon listing

The 2004 Modified Plan and the 2006 Option Plan will continue to be valid after listing. As at
March 31, 2010, 1,009,760 options and 2,539,738 options were outstanding, and nil and 971,884
options under the 2004 Modified Plan and the 2006 Option Plan, respectively were exercisable.

I-59
25 Capital, reserves and dividends

(a) Movements in components of equity


APPENDIX I

The reconciliation between the opening and closing balances of each component of the Group’s consolidated equity is set out in the consolidated
statements of changes in equity. Details of the changes in the Company’s individual components of equity between the beginning and the end of the
year are set out below:

Share-based
Share Share Contributed Translation compensation Retained
Note capital premium surplus reserve capital reserve earnings Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Note 25(c)(i) Note 25(d)(i) Note 25(d)(ii) Note 25(d)(iii) Note 25(d)(iv)
At January 1, 2007 . . . . . . . . . . . . . . . . . . . . . . . 90 1 454,654 1,699 — (75) 456,369
Shares repurchased during the year . . . . . . . . . . 25(c)(i) (1) — — — — — (1)
Dividends approved in respect of the previous
year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25(b)(ii) — — (226,129) — — — (226,129)
Equity-settled share-based transactions . . . . . . . 24(c) — — — — 21,614 — 21,614

I-60
Shares issued under the share option scheme . . 25(c)(iii) — 3,788 — — (3,122) — 666
Total comprehensive income for the year . . . . . — — — 5,344 — 166,442 171,786
At December 31, 2007 and January 1, 2008 . . . 89 3,789 228,525 7,043 18,492 166,367 424,305
Dividends approved in respect of the previous
year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25(b)(ii) — — (136,632) — — — (136,632)
Equity-settled share-based transactions . . . . . . . 24(c) — — — — 274 — 274
Shares issued under the share option scheme . . 25(c)(iii) — 2,849 — — (2,495) — 354
Expiry of share options . . . . . . . . . . . . . . . . . . . — — — — (6,008) 6,008 —
Total comprehensive income for the year . . . . . — — — 1,628 — 124,609 126,237
At December 31, 2008 and January 1, 2009 . . . 89 6,638 91,893 8,671 10,263 296,984 414,538
Dividends approved in respect of the previous
year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25(b)(ii) — — (91,893) — — (123,819) (215,712)
Equity-settled share-based transactions . . . . . . . 24(c) — — — — 4,841 — 4,841
Shares issued under the share option scheme . . 25(c)(iii) — 10,260 — — (6,249) — 4,011
Expiry of share options . . . . . . . . . . . . . . . . . . . — — — — (1,505) 1,505 —
Total comprehensive income for the year . . . . . — — — 47 — 205,795 205,842
At December 31, 2009 . . . . . . . . . . . . . . . . . . . . 89 16,898 — 8,718 7,350 380,465 413,520
ACCOUNTANTS’ REPORT
Share-based
Share Share Contributed Translation compensation Retained
Note capital premium surplus reserve capital reserve earnings Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Note 25(c)(i) Note 25(d)(i) Note 25(d)(ii) Note 25(d)(iii) Note 25(d)(iv)
At January 1, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 16,898 — 8,718 7,350 380,465 413,520
APPENDIX I

Equity-settled share-based transactions . . . . . . . . . . . . . . . . . . . . 24(c) — — — — 2,047 — 2,047


Shares issued under the share option scheme . . . . . . . . . . . . . . . 25(c)(iii) — 354 — — (107) — 247
Total comprehensive income for the period . . . . . . . . . . . . . . . . . — — — 5 — (1,432) (1,427)
At March 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 17,252 — 8,723 9,290 379,033 414,387
(Unaudited)
At January 1, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 6,638 91,893 8,671 10,263 296,984 414,538
Equity-settled share-based transactions . . . . . . . . . . . . . . . . . . . . 24(c) — — — — 2,215 — 2,215
Expiry of share options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — (120) 120 —
Total comprehensive income for the period . . . . . . . . . . . . . . . . . — — — (14) — (7,489) (7,503)
At March 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 6,638 91,893 8,657 12,358 289,615 409,250

I-61
ACCOUNTANTS’ REPORT
APPENDIX I ACCOUNTANTS’ REPORT

(b) Dividends

(i) Dividends payable to ordinary shareholders of the Company attributable to the year/period

Years ended December 31,


2007 2008 2009
RMB’000 RMB’000 RMB’000
Final dividend proposed after the balance sheet date . . . . . 136,632 215,712 171,203

The final dividend proposed after the balance sheet date has not been recognized as a
liability at the balance sheet date.

No interim dividends were declared by the Company during the three months ended
March 31, 2009 and 2010.

(ii) Dividends payable to equity shareholders of the Company attributable to the previous
financial year, approved and paid during the year

Three months ended


Years ended December 31, March 31,
2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Final dividend in respect of the
previous financial year,
approved during the
year/period . . . . . . . . . . . . . . . . . 226,129 136,632 215,712 — —

(iii) Dividends on redeemable preference shares issued by the Company

Dividends payable to preference shareholders of the Company attributable to the


year/period

Years ended December 31,


2007 2008 2009
RMB’000 RMB’000 RMB’000
Final dividend proposed after the balance sheet date . . . . . 5,768 5,568 4,888

The final dividend proposed after the balance sheet date has not been recognized as a
liability at the balance sheet date.

No interim dividends were declared by the Company during the three months ended
March 31, 2009 and 2010.

I-62
APPENDIX I ACCOUNTANTS’ REPORT

Dividends payable to equity shareholders of the Company attributable to the previous


financial year, approved and paid during the year/period

Three months ended


Years ended December 31, March 31,
2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Final dividend in respect of the
previous financial year,
approved during the
year/period . . . . . . . . . . . . . . . . . 13,848 5,768 5,568 — —

Dividends were distributed to holder of redeemable convertible preference shares


(“Preference Shares”) in accordance with the terms of the Preference Shares as described
in note 25(c)(ii). Dividends on Preference Shares are classified as finance costs (note 6(a))
in the income statements.

I-63
(c) Share capital

(i) Ordinary shares

At December 31, At March 31,


APPENDIX I

2007 2008 2009 2010


No. of No. of No. of No. of
shares Amounts shares Amounts shares Amounts shares Amounts
’000 RMB’000 ’000 RMB’000 ’000 RMB’000 ’000 RMB’000
Authorized:
Ordinary shares of USD0.0001 each . . . . . . . . . . . . . . . 498,770 397 498,770 397 498,770 397 498,770 397
Ordinary shares, issued and fully paid:
At January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114,174 90 112,943 89 113,064 89 113,504 89
Share repurchased (note) . . . . . . . . . . . . . . . . . . . . . . . . (1,392) (1) — — — — — —
Shares issued under share option schemes . . . . . . . . . . 161 — 121 — 440 — 13 —
At December 31/March 31 . . . . . . . . . . . . . . . . . . . . . . 112,943 89 113,064 89 113,504 89 113,517 89

Note: As part of the Reorganization, the Company repurchased 1,391,785 ordinary shares from MP Cayman in January 2007 and cancelled

I-64
them on the same day.

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at
meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual assets.
ACCOUNTANTS’ REPORT
APPENDIX I ACCOUNTANTS’ REPORT

(ii) Redeemable convertible preference share

As part of the Reorganization, the Company issued 1,229,817 Preference Shares, par value
of US$0.0001, to Otsuka Pharmaceutical Co., Ltd (“Otsuka Pharmaceutical”), the then
shareholder of MP Shanghai, on August 21, 2006. These Preference Shares were allotted
to Otsuka Pharmaceutical to succeed the terms and the features of the preferred shares
previously issued by MP Cayman to Otsuka Pharmaceutical. The Preference Shares do not
carry the right to vote and contain the following terms:

(1) Dividend rights

The holder of the Preference Shares is entitled to receive a non-cumulative


preferential cash dividend, (the “Preferential Dividend”), in priority to other classes
of shareholders, when a dividend is declared and payable to the ordinary
shareholders of the Company in each financial year, subject to the following
scenarios:

When the dividends declared and payable by the Company for a year is equal to or
less than US$994,800, the holder of Preference Shares is entitled to dividend equal
to 50% of such distribution.

When the distribution is greater than US$994,800, the holder of the Preference
Shares is entitled to dividend of (i) US$497,400, plus (ii) pro-rata dividends based
on the number of ordinary shares into which the Preference Shares are convertible
(immediately prior to such distribution) for the remaining dividends in excess of
US$994,800.

(2) Cash redemption option and conversion feature

At any time following the earlier of (i) February 23, 2008, or (ii) the infringement
of any rights attaching to the Preference Shares or of the holder thereof in any
material respect as a result of the Company, the holder of Preference Shares may,
at its option, either (i) redeem all the Preference Shares at a proper price to be
agreed by the Company and the holder of the Preference Shares (“Cash
Redemption Option”) or (ii) convert all the Preference Shares into ordinary shares
of the Company (“Voluntary Conversion Option”), in either case, by giving not less
than 30 days notice in writing to the Company.

Upon voluntary conversion by the holder of Preference Shares, the 1,229,817


Preference Shares in issue shall be converted so as to achieve (after their
conversion to ordinary shares) such number of ordinary shares that represent 2% of
the total number of issued ordinary shares of the Company (as enlarged by the
issue of the ordinary shares) assuming that all securities convertible into equity
shares in the Company have been fully converted and any option or other right to
acquire shares in the Company has been exercised in full.

(3) Automatic conversion feature

Each Preference Share shall be automatically converted into one ordinary share
which shall rank para passu in all respects with all other ordinary shares on the later
of (i) the date of the pricing of the Company’s IPO in the United States (qualified

I-65
APPENDIX I ACCOUNTANTS’ REPORT

IPO) and (ii) both (a) execution and delivery of an underwriting agreement by all
the parties thereto and (b) the closing or consummation of such an agreement for
the qualified IPO (the “Automatic Conversion”). On March 9, 2010, the
Company’s Articles of Association were amended to extend the definition of a
qualified IPO in (i) above to include an IPO in a stock exchange in Hong Kong.

(4) Liquidation preference

On a distribution of assets of the Company on a winding up or other return of


capital (other than on a redemption or repurchase of shares), the holders of the
Preference Shares are first entitled to an amount up to the aggregate purchase
consideration paid for the Preference Shares and all arrears (if any) of the
Preferential Dividend and interest at the rate of 0.05% per day thereon, and then to
participate in the distribution of any surplus of assets of the Company pro-rata with
the holders of the ordinary shares based on the number of ordinary shares into
which the Preference Shares are convertible (immediately prior to such
distribution).

The Preference Shares were recognized as financial liabilities stated at fair value through
profit or loss in accordance with the accounting policy as set out in note 2(o) when the
Preference Shares were issued as part of the Group’s Reorganization. The fair value of the
Preference Shares was estimated primarily based on the Group’s estimated business
enterprise value. The Preference Shares are remeasured at each balance sheet date and
changes in fair value are charged to the income statements.

The estimate of the fair value of the Preference Shares is measured based on the Black-
Scholes model.

Fair value of Preference Shares and assumptions


Average risk-free rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.10% to 3.58%
Volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27.41% to 67.83%
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0% to 1.17%

The estimated fair value of the Preference Shares as at December 31, 2007, 2008 and 2009
and March 31, 2010 was RMB70,070,000, RMB72,078,000, RMB82,262,000 and
RMB83,976,000 respectively.

Dividends declared and payable to the holder of Preference Shares are charged as finance
costs (note 6(a)) in the income statements.

I-66
APPENDIX I ACCOUNTANTS’ REPORT

(iii) Shares issued under the share option schemes

Shares issued under the share option schemes during the Track Record Period are
summarized as follows:

Credited to/(transferred from)


No. of Share-based
shares Share Share compensation
exercised Consideration capital premium capital reserve
RMB’000 RMB’000 RMB’000 RMB’000
Options exercised in:
May 2007 . . . . . . . . . . . . . . . 160,542 666 — 3,788 (3,122)
For the year ended
December 31, 2007 . . . . . 160,542 666 — 3,788 (3,122)
April 2008 . . . . . . . . . . . . . . 120,645 337 — 2,825 (2,488)
July 2008 . . . . . . . . . . . . . . . 908 17 — 24 (7)
For the year ended
December 31, 2008 . . . . . 121,553 354 — 2,849 (2,495)
September 2009 . . . . . . . . . . 5,985 112 — 156 (44)
October 2009 . . . . . . . . . . . . 255,565 2,211 — 5,881 (3,670)
November 2009 . . . . . . . . . . 10,489 197 — 271 (74)
December 2009 . . . . . . . . . . 167,702 1,491 — 3,952 (2,461)
For the year ended
December 31, 2009 . . . . . 439,741 4,011 — 10,260 (6,249)
January 2010 . . . . . . . . . . . . 1,320 25 — 36 (11)
February 2010 . . . . . . . . . . . 3,218 60 — 86 (26)
March 2010 . . . . . . . . . . . . . 8,635 162 — 232 (70)
For the three months ended
March 31, 2010 . . . . . . . . 13,173 247 — 354 (107)

I-67
APPENDIX I ACCOUNTANTS’ REPORT

(iv) Terms of unexpired and unexercised share options at balance sheet date

At December 31, At March 31,


Exercise
Exercise period price 2007 2008 2009 2010
RMB Number of Number of Number of Number of
options options options options
2004 Modified Plan
Executives
March 1, 2007 to
February 29,
2014 . . . . . . . . . . . . 3.14 250,835 — — —
Executives, employees
and consultants
To be exercised upon a
successful IPO . . . . 0.60 to 1.94 1,009,760 1,009,760 1,009,760 1,009,760
1,260,595 1,009,760 1,009,760 1,009,760

2006 Option Plan


Executives
April 26, 2007 to
January 24, 2017 . . 9.81 to 21.30 3,616,010 1,034,666 419,664 419,664
April 1, 2008 to
April 1, 2017 . . . . . 21.26 135,000 115,000 31,000 31,000
June 14, 2007 to
September 22,
2017 . . . . . . . . . . . . 32.41 50,000 50,000 50,000 50,000
July 25, 2008 to
July 24, 2018 . . . . . 29.01 — 270,000 270,000 270,000
June 23, 2009 to
December 31,
2018 . . . . . . . . . . . . 29.11 — 420,000 420,000 420,000
December 31, 2010 to
October 20, 2019 . . 20.91 — — 600,000 600,000

Employees
April 23, 2007 to
December 31,
2013 . . . . . . . . . . . . 21.25 702,014 625,475 588,954 574,074
February 6, 2010 to
February 5, 2011 . . 29.06 — — 25,000 25,000

Consultants
May 16, 2008 to
June 30, 2017 . . . . . 32.63 100,000 100,000 100,000 100,000
To be exercised upon a
successful IPO . . . . 32.41 50,000 50,000 50,000 50,000
4,653,024 2,665,141 2,554,618 2,539,738
5,913,619 3,674,901 3,564,378 3,549,498

Each option entitles the holder to subscribe for one ordinary share in the Company. Further
details of these options are set out in note 24 to the Financial Information.

I-68
APPENDIX I ACCOUNTANTS’ REPORT

(d) Nature and purchase of reserves

(i) Share premium

The application of the share premium account is governed by the Companies Law of the
Cayman Islands.

(ii) Contributed surplus

The contributed surplus of the Company represents the historical net book value of the net
assets of MP Shanghai as at December 31, 2006, when the 100% equity interests of MP
Medical, Leader City, MP Shanghai and MP B.V. were transferred to the Company under
the Reorganization, less the nominal amount of the share capital of the Company and the
initial fair value recognized in respect of the Preference Shares issued under the
Reorganization. The Reorganization involved a series of equity and shares swap
transactions under common control. The Company became the holding company of the
Group upon the completion of the Reorganization in December 2006.

Under the Companies Law of the Cayman Islands, the funds in the contributed surplus
account of the Company are distributable to the shareholders provided that immediately
following the date on which the dividend is proposed to be distributed, the Company will
be in a position to pay off its debts as they fall due in the ordinary course of business.

(iii) Translation reserve

The translation reserve comprises all foreign exchange differences arising from the
translation of the financial statements of operations outside the PRC. The reserve is dealt
with in accordance with the accounting policies set out in note 2(u).

(iv) Share-based compensation capital reserve

Share-based compensation capital reserve represents the fair value of the actual or
estimated number of unexercised share options granted to executives, employees and
outside consultants of the Group in accordance with the accounting policy adopted for
share-based payments in note 2(q)(ii).

(v) Statutory general reserve

The PRC subsidiaries of the Company are required to make appropriation of its retained
earnings to statutory general reserve in accordance to the PRC accounting rules and
regulations, in which to transfer 10% of its net profit, as until the reserve balance reaches
50% of its paid up capital. The transfer to this reserve must be made before distribution of
dividend to equity owners. The statutory reserve fund can be utilized to offset prior year’s
losses or converted into paid up capital.

MP Shanghai transferred RMB13,828,000 from its retained earnings to the statutory


general reserve during 2007. The statutory general reserve of MP Shanghai at
December 31, 2007 amounted to RMB49,636,000 and had reached 50% of its share
capital. There were no further appropriations to the statutory general reserve during the
years ended December 31, 2008 and 2009 and the three months ended March 31, 2010.

I-69
APPENDIX I ACCOUNTANTS’ REPORT

(e) Distributability of reserves

The aggregate amount of reserves available for distribution to equity shareholders of the
Company, at December 31, 2007, 2008 and 2009 and March 31, 2010 were RMB424,216,000,
RMB414,449,000, RMB413,431,000 and RMB414,298,000 respectively.

On July 9, 2010, the directors approved a dividend in respect of the Company’s earnings for the
financial year ended December 31, 2009 amounting to RMB176,091,000 (note 25(b)). This
dividend has not been recognized as a liability at December 31, 2009 and March 31, 2010.

(f) Capital management

The Group’s objectives in the aspect of managing capital are to safeguard the Group’s ability to
continue as a going concern in order to provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

The Company defines “capital” as including all components of equity, short-term and long-term
loans, less unaccrued proposed dividends. On this basis, the amount of capital employed was
RMB314,373,000, RMB283,649,000, RMB298,443,000 and RMB481,409,000 at December 31,
2007, 2008 and 2009 and March 31, 2010 respectively.

The Group actively and regularly reviews and manages its capital structure to maintain a balance
between the higher shareholder returns that might be possible with higher levels of borrowings
and the advantages and security afforded by a sound capital position, and makes adjustments to
the capital structure in light of changes in economic conditions.

Neither the Company nor any of its subsidiaries are subject to externally imposed capital
requirements.

26 Financial risk management and fair values

Exposure to credit, liquidity, interest rate and currency risks arises in the normal course of the Group’s
business. The Group’s exposure to these risks and the financial management policies and practices used
by the Group to manage these risks are described below.

(a) Credit risk

The Group’s credit risk is primarily attributable to trade and other receivables, cash at banks and
deposits with banks. Management has a credit policy in place and the exposure to credit risk is
monitored on an ongoing basis.

In respect of trade and other receivables, individual credit evaluations are performed on all
customers requiring credit over a certain amount. These evaluations focus on the customer’s past
history of making payments when due and current ability to pay, and may take into account
information specific to the customer as well as pertaining to the economic environment in which
the customer operates. The Group requires certain customers to pay 50% deposits upfront and the
remaining trade receivables are due within 30 – 180 days from the date of billing. Debtors with
balances past due are requested to settle all outstanding balances before any further credit is
granted. Normally, the Group does not obtain collateral from customers.

In respect of cash at banks and deposits with banks, the Group only places deposits with financial
institutions, which management believes are of high credit rating.

I-70
APPENDIX I ACCOUNTANTS’ REPORT

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each
customer rather than the industry or country in which the customers operate and therefore
significant concentrations of credit risk primarily arise when the Group has significant exposure to
individual customers. At December 31, 2007, 2008 and 2009 and March 31, 2010, the Group has
certain concentration credit risk that 34%, 26%, 22% and 27% of the total trade and other
receivables were due from the Group’s largest customer and 77%, 62%, 49% and 63% of the total
trade and other receivables were due from Group’s top five customers respectively.

The maximum exposure to credit risk without taking account of any collateral held is represented
by the carrying amount of each financial asset in the balance sheets after deducting any
impairment allowance.

Further quantitative disclosures in respect of the Group’s exposure to credit risk arising from trade
receivables are set out in note 17.

(b) Liquidity risk

The Group’s policy is to regularly monitor its liquidity requirements to ensure each subsidiary
maintains sufficient reserves of cash and adequate committed lines of funding from major
financial institutions to meet its liquidity requirements in the short and longer term.

The following tables detail the remaining contractual maturities at the balance sheet date of the
Group’s and the Company’s non-derivative financial liabilities, which are based on contractual
undiscounted cash flows (including interest payments computed using contractual rates or, if
floating, based on rates current at the balance sheet date) and the earliest date the Group can be
required to pay:

(i) The Group

At December 31, 2007


Total More than More than
contractual Within 1 year but 2 years but
Carrying undiscounted 1 year or less than less than More than
amount cash outflow on demand 2 years 5 years 5 years
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Bank loans . . . . . . 25,764 28,315 21,725 726 2,087 3,777
Trade and other
payables . . . . . . 156,814 156,814 156,814 — — —
182,578 185,129 178,539 726 2,087 3,777

At December 31, 2008


Total More than More than
contractual Within 1 year but 2 years but
Carrying undiscounted 1 year or less than less than More than
amount cash outflow on demand 2 years 5 years 5 years
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Bank loans . . . . . . 25,248 27,620 21,756 711 2,042 3,111
Trade and other
payables . . . . . . 68,945 68,945 68,945 — — —
94,193 96,565 90,701 711 2,042 3,111

I-71
APPENDIX I ACCOUNTANTS’ REPORT

At December 31, 2009


Total More than More than
contractual Within 1 year but 2 years but
Carrying undiscounted 1 year or less than less than More than
amount cash outflow on demand 2 years 5 years 5 years
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Bank loans . . . . . . 4,579 5,864 711 696 1,996 2,461
Trade and other
payables . . . . . . 152,260 152,260 152,260 — — —
156,839 158,124 152,971 696 1,996 2,461

At March 31, 2010


Total More than More than
contractual Within 1 year but 2 years but
Carrying undiscounted 1 year or less than less than More than
amount cash outflow on demand 2 years 5 years 5 years
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Bank loans . . . . . . 104,614 105,686 100,707 692 1,985 2,302
Trade and other
payables . . . . . . 54,990 54,990 54,990 — — —
159,604 160,676 155,697 692 1,985 2,302

(ii) The Company


At December 31, 2007
Total
contractual Within
Carrying undiscounted 1 year or
amount cash outflow on demand
RMB’000 RMB’000 RMB’000
Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143,662 143,662 143,662

At December 31, 2008


Total
contractual Within
Carrying undiscounted 1 year or
amount cash outflow on demand
RMB’000 RMB’000 RMB’000
Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,467 36,467 36,467

At December 31, 2009


Total
contractual Within
Carrying undiscounted 1 year or
amount cash outflow on demand
RMB’000 RMB’000 RMB’000
Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129,653 129,653 129,653

At March 31, 2010


Total
contractual Within
Carrying undiscounted 1 year or
amount cash outflow on demand
RMB’000 RMB’000 RMB’000
Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,901 23,901 23,901

I-72
APPENDIX I ACCOUNTANTS’ REPORT

The above analyses do not include the balances of redeemable convertible preference
shares which are stated at fair value of RMB70,070,000, RMB72,078,000,
RMB82,262,000 and RMB83,976,000 as at December 31, 2007, 2008 and 2009 and
March 31, 2010, respectively. The redeemable convertible preference shares have been
redeemable at the option of the holder since February 23, 2008 and their fair values are not
stated contractual amounts which are subject to mutual agreement between the Company
and the holder of the redeemable convertible preference shares.

(c) Interest rate risk

The Group’s interest rate risk arises primarily from cash at bank, deposits with banks, short term
and long term borrowings issued at variable rates and fixed rates that expose the Group to cash
flow interest rate risk and fair value interest rate risk, respectively. The Group’s interest rate
profile as monitored by management is set out in (i) below. The Company did not have any
borrowings during the Track Record Period, thus has no exposure to interest rate risk.

(i) Interest rate profile

The following table details the interest rate profile of the Group’s total borrowings and
deposits at the balance sheet dates:

At December 31, At March 31,


2007 2008 2009 2010
Effective Effective Effective Effective
interest interest interest interest
rate Amount rate Amount rate Amount rate Amount
% RMB’000 % RMB’000 % RMB’000 % RMB’000
Fixed rate instruments
Deposits with banks with original
maturities over three months . . . . . . — — 3.03% 205,084 3.79% 191,000 2.24% 175,000
Fixed rate borrowings . . . . . . . . . . . . . . 6.03% (20,329) 7.56% (20,235) — — 4.76% (100,000)
(20,329) 184,849 191,000 75,000
Variable rate instruments
Deposits with other financial
institutions . . . . . . . . . . . . . . . . . . . . 2.13% 143,051 — — — — — —
Cash at banks and in hand . . . . . . . . . . 0.36% 166,801 0.67% 66,461 0.67% 90,194 0.36% 101,983
Pledged deposits with banks . . . . . . . . . 0.36% 2,940 0.67% 2,485 0.67% 2,595 0.36% 2,595
Variable rate borrowings . . . . . . . . . . . 3.10% (5,435) 3.10% (5,013) 3.10% (4,579) 3.10% (4,614)
307,357 63,933 88,210 99,964
Fixed rate borrowings as a percentage
of total borrowings . . . . . . . . . . . . . . 78.9% 80.1% 0.0% 95.6%

(ii) Sensitivity analysis


At December 31, 2007, 2008 and 2009 and March 31, 2010, it is estimated that a general
increase/decrease of 100 basis points in annual interest rates, with all other variables held
constant, would have decreased/increased the Group’s profit for the year/period and
retained earnings by approximately RMB2,842,000, RMB589,000, RMB721,000 and
RMB200,000 respectively.

I-73
APPENDIX I ACCOUNTANTS’ REPORT

The sensitivity analysis above indicates the instantaneous change in the Group’s profit for
the year/period (and retained earnings) that would arise assuming that the change in
interest rates had occurred at the balance sheet dates and had been applied to re-measure
those financial instruments held by the Group which expose the Group to fair value
interest rate risk at the balance sheet dates. In respect of the exposure to cash flow interest
rate risk arising from floating rate non-derivative instruments held by the Group at the
balance sheet dates, the impact on the Group’s profit for the year/period (and retained
earnings) is estimated as an annualized impact on interest expense or income of such a
change in interest rates. The analysis has been performed on the same basis during the
Track Record Period.

(d) Currency risk

The Group is exposed to currency risk primarily through sales and purchases which give rise to
receivables, payables and cash balances that are denominated in a foreign currency, i.e. a currency
other than the functional currency of the operations to which the transactions relate. The
currencies giving rise to this risk are primarily Euros and United States dollars (“USD”).

(i) Exposure to currency risk

The following table details the Group’s exposure at the balance sheet date to currency risk
arising from recognized assets or liabilities denominated in a currency other than the
functional currency of the entity to which they relate. For presentation purposes, the
amounts of the exposure are shown in RMB translated using the spot rate at the balance
sheet dates. Differences resulting from the translation of the financial statements of foreign
operations into the Group’s presentation currency are excluded.

The Group

Exposure to foreign currencies (expressed in RMB)


At December 31, At March 31,
2007 2008 2009 2010
USD Euros USD Euros USD Euros USD Euros
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and other receivables . . . . . . . 10,474 3,959 19,544 244 32,006 3,101 28,307 1,863
Cash and cash equivalents . . . . . . . . 7,732 63 5,158 441 816 286 6,506 469
Trade and other payables . . . . . . . . . (1,056) (1,269) (748) (897) (5,873) (199) (1,874) (422)
Amounts due from/to group
companies . . . . . . . . . . . . . . . . . . . 18,992 — 15,467 (142) 15,607 (272) 16,031 —
Amounts due from related parties . . 1,969 — 6,758 — 14,701 — 12,298 —
Net exposure arising from
recognized assets and liabilities . . 38,111 2,753 46,179 (354) 57,257 2,916 61,268 1,910

The Company

The functional currency of the Company is USD. The Company did not have material
financial assets or liabilities that are denominated in a currency other than its functional
currency and accordingly the Company has no significant exposure to foreign currency
risk at the balance sheet dates.

I-74
APPENDIX I ACCOUNTANTS’ REPORT

(ii) Sensitivity analysis

The following table indicates the instantaneous change in the Group’s profit for the year/
period (and retained earnings) that would arise if foreign exchange rates to which the
Group has significant exposure at the balance sheet dates had changed at that date,
assuming all other risk variables remained constant.

At December 31, At December 31, At March 31,


2007 2008 2009 2010
Effect Effect Effect
Increase/ Effect Increase/ on profit Increase/ on profit Increase/ on profit
(decrease) on profit for (decrease) for the (decrease) for the (decrease) for the
in foreign the year and in foreign year and in foreign year and in foreign period and
exchange retained exchange retained exchange retained exchange retained
rates earnings rates earnings rates earnings rates earnings
RMB’000 RMB’000 RMB’000 RMB’000
USD (against RMB) . . . . . . . . . 7% 2,468 6% 2,521 5% 2,433 6% 3,125
(7)% (2,468) (6)% (2,521) (5)% (2,433) (6)% (3,125)
Euros (against RMB) . . . . . . . . . 4% (106) 10% (622) 2% (7) 2% (29)
(4)% 106 (10)% 622 (2)% 7 (2)% 29
Euros (against USD) . . . . . . . . . 10% 414 3% 144 2% 50 2% 53
(10)% (414) (3)% (144) (2)% (50) (2)% (53)

Results of the analysis as presented in the above table represent an aggregation of the
instantaneous effects on each of the Group’s entities’ profit for the year/period and equity
measured in the respective functional currencies, translated into RMB at the exchange rate
ruling at the balance sheet dates for presentation purposes.

The sensitivity analysis assumes that the change in foreign exchange rates had been
applied to re-measure those financial instruments held by the Group which expose the
Group to foreign currency risk at the balance sheet dates, including inter-company
payables and receivables within the Group which are denominated in a currency other than
the functional currencies of the lender or the borrower. The analysis excludes differences
that would result from the translation of the financial statements of foreign operations into
the Group’s presentation currency. The analysis has been performed on the same basis
during the Track Record Period.

(e) Fair values

The three levels of the fair value hierarchy defined in HKFRS 7, “Financial Instruments:
Disclosures” are defined as follows:

Š Level 1 (highest level): fair values measured using quoted prices (unadjusted) in active
markets for identical financial instruments

Š Level 2: fair values measured using quoted prices in active markets for similar financial
instruments, or using valuation techniques in which all significant inputs are directly or
indirectly based on observable market data

Š Level 3 (lowest level): fair values measured using valuation techniques in which any
significant input is not based on observable market data

I-75
APPENDIX I ACCOUNTANTS’ REPORT

As disclosed in note 25(c)(ii) to this Financial Information, the Company’s Preference Shares are
measured at fair value at each balance sheet date. The fair value was determined based on Level 3
input which was primarily based on the business enterprise value of the Group and adjusted for
preferential rights of the Preference Shares using valuation techniques in which any significant
input is not based on observable market data.

Any change in the fair value of the Preference Shares is recorded as finance costs in the income
statements. The estimated fair value of the Preference Shares as at December 31, 2007, 2008 and
2009 and March 31, 2009 and 2010 were RMB70,070,000, RMB72,078,000, RMB82,262,000,
RMB77,333,000 and RMB83,976,000 respectively. The difference in fair values of
RMB28,680,000, RMB2,008,000, RMB10,184,000, RMB5,255,000 and RMB1,714,000
represents the fair value adjustment to the Preference Shares were charged to finance costs during
the years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2009
(unaudited) and March 31, 2010 respectively.

All other financial instruments are carried at cost or amortized cost at amounts not materially
different from their fair values as at December 31, 2007, 2008 and 2009 and March 31, 2010.

27 Commitments

(a) Capital commitments

Capital commitments outstanding at the balance sheet dates not provided for in the Financial
Information are as follows:

The Group

At December 31, At March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Contracted for . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,798 6,821 24,271 24,994
Authorized but not contracted for . . . . . . . . . . . . . . — — 182,628 167,944
7,798 6,821 206,899 192,938

The capital commitments authorized but not contracted for as at December 31, 2009 and
March 31, 2010 mainly relate to the construction of a new office complex and manufacturing
facilities in Shanghai. The construction project is expected to be completed in 2012.

I-76
APPENDIX I ACCOUNTANTS’ REPORT

(b) Operating lease commitments

The total future minimum lease payments of properties under non-cancellable operating leases are
payable as follows:

The Group

At December 31, At March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,774 1,134 1,005 989
After one year but within five years . . . . . . . . . . . . . 1,101 108 996 742
2,875 1,242 2,001 1,731

The Group leases a number of properties under operating leases. The leases typically run for an
initial period of one to five years, at the end of which period all terms are negotiated. None of the
leases includes contingent rentals as at December 31, 2007, 2008 and 2009 and March 31, 2010.

28 Related party transactions

(a) Name and relationship with related parties

During the Track Record Period, transactions with the following parties are considered as related
party transactions:

Name of party Relationships

JIMRO Co., Ltd (“JIMRO”) Subsidiary of Otsuka Pharmaceutical, a


shareholder of the Company
Thai Otsuka Pharmaceutical Co., Ltd Subsidiary of Otsuka Pharmaceutical
(“Thai Otsuka”)
Otsuka (Philippines) Pharmaceutical, Inc Subsidiary of Otsuka Pharmaceutical
(“Otsuka Philippines”)
P.T. Otsuka Indonesia (“Otsuka Indonesia”) Subsidiary of Otsuka Pharmaceutical
Otsuka Pakistan Ltd (“Otsuka Pakistan”) Subsidiary of Otsuka Pharmaceutical
Qingdao Hi-Tech Trading Company Company owned by the Group’s Chairman’s
(“Qingdao Hi-Tech”) brother who held 25% of the equity interest in
Qingdao Hi-Tech

I-77
APPENDIX I ACCOUNTANTS’ REPORT

(b) Significant related party transactions

Particulars of significant related party transactions during the Track Record Period are as follows:

Three months ended


Years ended December 31, March 31,
2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Recurring transactions:
Sales to JIMRO . . . . . . . . . . . . . . . . . . . . . 1,116 8,397 3,953 736 861
Sales to Thai Otsuka . . . . . . . . . . . . . . . . . 4,731 5,435 14,283 1,941 653
Sales to Otsuka Philippines . . . . . . . . . . . . 1,940 2,028 3,508 1,227 771
Sales to Otsuka Indonesia . . . . . . . . . . . . . 4,551 3,439 5,392 1,345 1,142
Sales to Otsuka Pakistan . . . . . . . . . . . . . . 1,726 3,451 3,433 887 1,744
Sales to Qingdao Hi-Tech . . . . . . . . . . . . . 937 — — — —
15,001 22,750 30,569 6,136 5,171
Purchases from Qingdao Hi-Tech . . . . . . . 5,194 — — — —

(c) Amounts due from related parties

At December 31, At March 31,


2007 2008 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables from:
Sales to JIMRO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148 2,609 1,241 861
Sales to Thai Otsuka . . . . . . . . . . . . . . . . . . . . . . . . . 208 1,694 9,859 7,625
Sales to Otsuka Philippines . . . . . . . . . . . . . . . . . . . . 252 567 618 771
Sales to Otsuka Indonesia . . . . . . . . . . . . . . . . . . . . . 452 538 2,077 1,142
Sales to Otsuka Pakistan . . . . . . . . . . . . . . . . . . . . . . 909 1,350 906 1,899
Sales to Qingdao Hi-Tech . . . . . . . . . . . . . . . . . . . . . 235 — — —
2,204 6,758 14,701 12,298

Amounts due from related parties are unsecured, interest free and expected to be recovered within
one year.

I-78
APPENDIX I ACCOUNTANTS’ REPORT

(d) Key management personnel remuneration

Remuneration for key management personnel of the Group, including amounts paid to the
Company’s directors as disclosed in note 8 and certain of the highest paid employees as disclosed
in note 9, is as follows:

Three months ended


Years ended December 31, March 31,
2007 2008 2009 2009 2010
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Salaries and other benefits . . . . . . . . . . . . . 5,815 6,588 4,721 1,211 1,227
Retirement scheme contributions . . . . . . . . 64 74 129 29 33
Discretionary bonuses . . . . . . . . . . . . . . . . 3,000 3,270 4,366 3,850 4,406
Share-based compensation . . . . . . . . . . . . . 16,868 2,949 1,714 1,388 634
25,747 12,881 10,930 6,478 6,300

Total remuneration was included in staff costs (note 6(b)).

29 Business combination

On April 21, 2008, MP Shanghai entered into an acquisition agreement (the “Acquisition Agreement”)
with the then shareholders of Beijing PanGeRui Medical Device Company (“Beijing Pangerui”), pursuant
to which MP Shanghai agreed to pay the selling shareholders a cash consideration of RMB8,000,000 and
certain contingent payments to acquire the entire equity interest of Beijing Pangerui as further explained
below. Beijing Pangerui subsequently changed its name to MP Lifesciences Beijing.

The above acquisition was completed on June 2, 2008 when the equity transfer procedures were
completed.

The contingent consideration is estimated to be RMB2,520,000 by MP Shanghai in accordance with the


Acquisition Agreement, pursuant to which MP Shanghai agreed to pay to the selling shareholders (i) an
additional RMB1,000,000 upon MP Lifesciences Beijing obtaining the registration certificate for a
medical device, which MP Shanghai expected to be completed by June 2010; and (ii) 6% commission on
the sales values of the products, subject to a minimum sales volume requirement, for 16 consecutive
quarters from the date of acquisition. The total estimated contingent consideration of RMB2,520,000 is
based on these potential additional payments, discounted at the Group’s weighted average cost of capital.

On March 4, 2009, MP Shanghai and the selling shareholders agreed to cancel the minimum sales volume
requirement. This amendment to remove the minimum sales requirement has no significant effect to the
original projected sales volume, thus no adjustment was made to the original estimation of the contingent
consideration.

For the year ended December 31, 2008, MP Lifesciences Beijing contributed revenue of RMB714,000
and a net loss of RMB491,000 to the Group since the date of acquisition. If the acquisition had occurred
on January 1, 2008, the Group’s revenue and net profit for the year ended December 31, 2008 would have
been RMB485,642,000 and RMB178,571,000 respectively.

I-79
APPENDIX I ACCOUNTANTS’ REPORT

Acquiree’s net assets at the acquisition date:

Pre-acquisition Recognized
carrying Fair value values on
amount adjustments acquisition
RMB’000 RMB’000 RMB’000
Property, plant and equipment (note 12) . . . . . . . . . . . . . . . . . . . . 33 — 33
Intangible assets (note 13) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 10,758 10,758
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 506 — 506
Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195 — 195
Cash at bank and in hand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 — 6
Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (394) — (394)
Deferred tax liabilities (note 22(b)) . . . . . . . . . . . . . . . . . . . . . . . . — (2,689) (2,689)
Net identifiable assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 346 8,069 8,415
Goodwill arising from the acquisition date (note 14) . . . . . . . . . . 2,105
Total purchase consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,520
Satisfied by:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,520
Cash at bank and in hand acquired . . . . . . . . . . . . . . . . . . . . . . . . . 6
Cash consideration paid/payable . . . . . . . . . . . . . . . . . . . . . . . . . . (10,520)
Net cash outflow in respect of the acquisition of a subsidiary . . . . (10,514)
Fixed consideration paid in 2008 less cash at bank and in hand
acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,494)
Fixed consideration paid in 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . (3,500)
Contingent consideration paid in 2009 . . . . . . . . . . . . . . . . . . . . . (29)
Contingent consideration to be paid after December 31,
2009/March 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,491)
Net cash outflow in respect of the acquisition of a subsidiary . . . (10,514)

The fair value of diabetes technology amounting to RMB8,128,000 was estimated as the present value of
its excess return, discounted at its weighted average cost of capital. The fair value of the license
amounting to RMB2,630,000 has been determined based on a replacement cost basis.

30 Accounting estimates and judgments

Key sources of estimation uncertainty

The Group believes the following critical accounting policies involve the most significant judgments and
estimates used in the preparation of the Financial Information.

(a) Net realizable value of inventories

Net realizable value of inventories is the estimated selling price in the ordinary course of business,
less estimated costs of completion and distribution expenses. These estimates are based on the
current market condition and historical experience of selling products of similar nature. It could
change significantly as a result of competitor actions in response to changes in market conditions.
Management reassesses these estimations at the balance sheet dates to ensure inventory is shown
at the lower of cost and net realizable value.

I-80
APPENDIX I ACCOUNTANTS’ REPORT

(b) Impairment of trade receivables

The management determines the impairment of trade receivables on a regular basis. This estimate
is based on the credit history of its customers and current market conditions. If the financial
conditions of the customers were to deteriorate, actual write-off would be higher than estimated.
Management reassesses the impairment of trade receivables at the balance sheet date.

(c) Depreciation

Items of property, plant and equipment are depreciated on a straight-line basis over the estimated
useful lives of the assets, after taking into account the estimated residual values. The management
reviews the estimated useful lives of the assets regularly in order to determine the amount of
depreciation expense to be recorded during any reporting period. The useful lives are based on the
Group’s historical experience with similar assets and taking into account anticipated technological
changes. The depreciation expense for future periods is adjusted if there are significant changes
from previous estimates.

(d) Income tax

Determining income tax provisions involves judgment on the future tax treatment of certain
transactions. The management carefully evaluates tax implications of transactions and tax
provisions are set up accordingly. The tax treatment of these transactions is reconsidered
periodically to take into account changes in tax legislations. Deferred tax assets are recognized for
deductible temporary differences. As those deferred tax assets can only be recognized to the extent
that it is probable that future taxable profit will be available against which they can be utilized,
management’s judgement is required to assess the probability of future taxable profits.
Management’s assessment is constantly reviewed and additional deferred tax assets are recognized
if it becomes probable that future taxable profits will allow the deferred tax asset to be recovered.

31 Possible impact of amendments, new standards and interpretations issued but not yet effective
during the Track Record Period

Up to the date of issue of this report, the HKICPA has issued the following amendments, new standards
and Interpretations which are not yet effective during the Track Record Period and which are relevant to
the Group’s operations but have not been adopted in the Financial Information:

Effective for accounting periods


beginning on or after

Improvements to HKFRSs 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . July 1, 2010 or January 1, 2011


HKFRS 9, Financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . January 1, 2013

The Group is in the process of making an assessment of what the impact of these amendments is expected
to be in the period of initial application. So far it has concluded that the adoption of them is unlikely to
have a significant impact on the Group’s results of operations and financial position.

32 Immediate and ultimate controlling party

At March 31, 2010, the directors consider the immediate parent and ultimate controlling party of the
Group to be Otsuka Pharmaceutical and Otsuka Holdings Co., Ltd., which are both incorporated under the
laws of Japan. Both of them do not produce financial statements available for public use.

I-81
APPENDIX I ACCOUNTANTS’ REPORT

C Subsequent events

The following significant events took place subsequent to March 31, 2010:

1) On July 8, 2010, July 9, 2010 and August 9, 2010, the Board approved the grant of 123,094 share
options to employees, 2,864,873 share options to executives and 500,000 share options to
executives, respectively, under the 2006 Option Plan. It was proposed that the share options to be
granted to subscribe for shares at an exercise price of USD3.062 per share. The above share
options are vested in installments over a four-year vesting period. The vesting period commenced
from the respective grant date and the contractual life of options is 10 years.

2) On July 9, 2010, the Board approved a dividend in respect of the Company’s earnings for the
financial year ended December 31, 2009 amounting to RMB176,091,000 (note 25(b)). It has not
been recognized as a liability at March 31, 2010.

3) On September 3, 2010, the Board approved a 10-for-1 share split of the Company’s ordinary
shares and the Preference Shares conditional on the completion of the Global Offering. The
historical shares, options and per share data included in this report have not been adjusted to give
effect to the conditional share split.

D Subsequent financial statements

No audited financial statements have been prepared by the Company, its subsidiaries the Group in respect
of any period subsequent to March 31, 2010.

Yours faithfully,

KPMG
Certified Public Accountants
Hong Kong

I-82
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION

The information set forth in this appendix does not form part of the Accountants’ Report prepared by
KPMG, Certified Public Accountants, Hong Kong, the reporting accountants of our Company, as set forth in
Appendix I to this prospectus, and is included herein for illustrative purpose only.

The unaudited pro forma financial information should be read in conjunction with “Financial
Information” in this prospectus and the Accountants’ Report set forth in Appendix I to this prospectus.

A. UNAUDITED PRO FORMA ADJUSTED NET TANGIBLE ASSETS

For illustrative purpose only, the unaudited pro forma statement of adjusted net tangible assets prepared
in accordance with Rule 4.29 of the Listing Rules is set forth below to provide the prospective investors with
further information on how the proposed listing might have affected the financial position of our Group by the
completion of the Global Offering as if the Global Offering had been completed on March 31, 2010.

The unaudited pro forma statement of adjusted net tangible assets has been prepared for illustrative
purpose only and because of its nature, it may not give a true picture of our Group’s financial condition
following the completion of the Global Offering.

The following unaudited pro forma statement of adjusted net tangible assets of our Group is based on the
consolidated net assets of our Group as of March 31, 2010, as shown in the Accountants’ Report, the text of
which is set out in Appendix I to this prospectus and adjusted as set forth below.

Consolidated
net tangible Unaudited Unaudited
assets of our Unaudited pro forma pro forma
Group as of Estimated net pro forma adjusted net adjusted net
March 31, proceeds from the adjusted net tangible assets tangible assets
2010(1) Global Offering(2) tangible assets per Share per Share(3)
RMB’000 RMB’000 RMB’000 RMB (Equivalent to HK$)
Based on the offer price of HK$4.60
per Share . . . . . . . . . . . . . . . . . . . . . 456,966 931,679 1,388,645 0.99 1.13
Based on the offer price of HK$6.10
per Share . . . . . . . . . . . . . . . . . . . . . 456,966 1,248,890 1,705,856 1.21 1.39
Notes:

(1) The consolidated net tangible assets of our Group as of March 31, 2010 is compiled based on the consolidated financial information
included in the Accountants’ Report as set out in Appendix I to this prospectus, which is based on the consolidated net assets of
RMB468.9 million less goodwill and intangible assets of RMB11.9 million.

(2) The estimated net proceeds from the Global Offering are based on the Offer Price of HK$4.60 or HK$6.10, being the low or high end of
the stated offer price range, per Offer Share after deduction of the underwriting fees and other related expenses payable by our Group
and takes no account of any Shares which may be issued upon the exercise of the Over-allotment Option.

(3) The unaudited pro forma adjusted net tangible assets per Share is arrived at after the adjustments referred to above and on the basis that
1,404,112,340 Shares are in issue following the Global Offering (including the effect of the conditional 10-for-1 share split and the
automatic conversion of preference shares) but takes no account of any Shares which may be issued upon the exercise of the options
under the Pre-IPO Share Option Schemes and Over-allotment Option. The unaudited pro forma adjusted net tangible assets per Share is
converted to Hong Kong dollars at an exchange rate of RMB0.8744 to HK$1.00, the prevailing rate quoted by PBOC on September 3,
2010. You should not construe such conversion as a representation that the RMB amounts could actually be converted into HK dollar
amounts as the rate indicated, or at all.

(4) The calculation of the unadjusted pro forma net tangible assets does not take into account the dividend amounting to RMB176.1 million
which was approved by our Board and paid in July 2010.

II-1
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION

B. UNAUDITED PRO FORMA ESTIMATED EARNINGS PER SHARE

The following unaudited pro forma estimated earnings per Share for the six months ended June 30, 2010
has been prepared in accordance with Rule 4.29 of the Listing Rules on the basis set out in the notes below for
the purpose of illustrating the effect of the Global Offering, as if it had taken place on January 1, 2010. The
unaudited pro forma estimated earnings per Share has been prepared for illustrative purposes only and, because
of its hypothetical nature, it may not give a true picture of the financial results of our Group following the Global
Offering.

Estimate for the six months ended


June 30, 2010

Estimated consolidated profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not less than RMB140 million


Unaudited pro forma estimated earnings per Share . . . . . . . . . . . . . . . . . . . . . . . . RMB0.10 (HK$0.11)
Notes:

(1) The estimated consolidated profit of our Group for the six months ended June 30, 2010 is extracted from the profit estimate as set out in
“Financial Information — Profit Estimate” in this prospectus. The bases and assumptions on which the above profit estimate for the six
months ended June 30, 2010 has been prepared are summarized in “Profit Estimate” in Appendix III to this prospectus.

(2) The calculation of the unaudited pro forma estimated earnings per Share is based on the estimated consolidated profit of our Group for
the six months ended June 30, 2010 and assuming that a total number of 1,404,112,340 Shares were in issue during the six months ended
June 30, 2010.

(3) The unaudited pro forma estimated earnings per Share is converted to Hong Kong dollars at an exchange rate of RMB0.8744 to
HK$1.00, the prevailing rate quoted by PBOC on September 3, 2010. You should not construe such conversion as a representation that
the RMB amounts could actually be converted into HK dollar amounts as the rate indicated, or at all.

II-2
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION

C. COMFORT LETTER ON UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following is the text of a report received from the reporting accountants, KPMG, Certified Public
Accountants, Hong Kong, prepared for the purpose of incorporation in this prospectus, in respect of the
unaudited pro forma financial information of our Group.

8th Floor
Prince’s Building
10 Chater Road
Central, Hong Kong

The Directors
MicroPort Scientific Corporation

September 13, 2010

Dear Sirs

We report on the unaudited pro forma financial information (“unaudited Pro Forma Financial
Information”) of MicroPort Scientific Corporation (the “Company”) and its subsidiaries (the “Group”) set out in
Parts (A) and (B) of Appendix II of the prospectus dated September 13, 2010 (the “Prospectus”), which has been
prepared by the directors of the Company solely for illustrative purposes to provide information about how the
proposed offering might have affected the financial information presented. The basis of preparation of the
unaudited Pro Forma Financial Information is set out in Parts (A) and (B) on pages II-1 to II-2 in Appendix II of
the Prospectus.

Responsibilities

It is the responsibility solely of the directors of the Company to prepare the unaudited Pro Forma
Financial Information in accordance with Paragraph 4.29 of the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to Accounting Guideline 7
“Preparation of Pro Forma Financial Information for inclusion in Investment Circulars” issued by the Hong Kong
Institute of Certified Public Accountants (the “HKICPA”).

It is our responsibility to form an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the
unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility
for any reports previously given by us on any financial information used in the compilation of the unaudited Pro
Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates
of their issue.

Basis of opinion

We conducted our work in accordance with Hong Kong Standard on Investment Circular Reporting
Engagements (“HKSIR”) 300 “Accountants’ Reports on Pro Forma Financial Information in Investment
Circulars” issued by the HKICPA. Our work consisted primarily of comparing the unadjusted financial
information with source documents, considering the evidence supporting the adjustments and discussing the
unaudited Pro Forma Financial Information with the directors of the Company. The engagement did not involve
independent examination of any of the underlying financial information.

Our work did not constitute an audit or review performed in accordance with Hong Kong Standards on
Auditing or Hong Kong Standards on Review Engagements issued by the HKICPA, and accordingly, we do not
express any such audit or review assurance on the unaudited Pro Forma Financial Information.

II-3
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION

We planned and performed our work so as to obtain the information and explanations we considered
necessary in order to provide us with sufficient evidence to give reasonable assurance that the unaudited Pro
Forma Financial Information has been properly compiled by the directors of the Company on the basis stated,
that such basis is consistent with the accounting policies of the Group and that the adjustments are appropriate for
the purposes of the unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the
Listing Rules.

The unaudited Pro Forma Financial Information is for illustrative purpose only, based on the judgments
and assumptions of the directors of the Company, and because of its hypothetical nature, it does not provide any
assurance or indication that any event will take place in the future and may not be indicative of:

Š the financial position of the Group as of March 31, 2010 or any future date; or

Š the earnings per share of the Group for the six months ended June 30, 2010 or any future periods.

We make no comments regarding the reasonableness of the amount of net proceeds from the issuance of
the Company’s shares, the application of those net proceeds, or whether such use will actually take place as
described under “Use of Proceeds” set out in the section “Future Plans and Use of Proceeds” of the Prospectus.

Opinion

In our opinion:

a) the unaudited Pro Forma Financial Information has been properly compiled by the directors of the
Company on the basis stated;

b) such basis is consistent with the accounting policies of the Group, and

c) the adjustments are appropriate for the purposes of the unaudited Pro Forma Financial Information
as disclosed pursuant to Paragraph 4.29(1) of the Listing Rules.

Yours faithfully

KPMG
Certified Public Accountants
Hong Kong

II-4
APPENDIX III PROFIT ESTIMATE

A. OVERVIEW

The estimate of our consolidated profit for the six months ended June 30, 2010 is set out in “Financial
Information — Profit estimate” in this prospectus.

B. BASES

The estimate of our consolidated profit for the six months ended June 30, 2010 prepared by our Directors
is based on our consolidated financial statements for the three months ended March 31, 2010 and the results
shown in the unaudited consolidated management accounts of our Group for the three months ended June 30,
2010. The estimate has been prepared on the basis of the accounting policies consistent in all material aspects
with those currently adopted by our Group as summarized in the Accountants’ Report, the text of which is set out
in Appendix I to this prospectus.

III-1
APPENDIX III PROFIT ESTIMATE

C. LETTER FROM THE REPORTING ACCOUNTANTS

The following is the text of a letter, prepared for inclusion in this prospectus, received from the reporting
accountants, KPMG, Certified Public Accountants, Hong Kong, in connection with the estimate of our
consolidated profit for six months ended June 30, 2010.

8th Floor
Prince’s Building
10 Chater Road
Central, Hong Kong

The Directors
MicroPort Scientific Corporation

Credit Suisse (Hong Kong) Limited

Piper Jaffray Asia Limited

September 13, 2010

Dear Sirs

We have reviewed, in accordance with the Auditing Guideline 3.341 “Accountants’ report on profit
forecasts” issued by the Hong Kong Institute of Certified Public Accountants, the accounting policies adopted
and calculations made in arriving at the estimate of the consolidated profit of MicroPort Scientific Corporation
(the “Company”) and its subsidiaries (collectively referred to as the “Group”) for six months ended June 30,
2010 (the “Profit Estimate”), for which the directors of the Company are solely responsible, as set forth in the
section headed “Financial Information” in the prospectus of the Company dated September 13, 2010 (“the
Prospectus”).

The Profit Estimate has been prepared by the directors of the Company based on the consolidated results
of the Group for the three months ended March 31, 2010 included in the Accountants’ Report as set out in
Appendix I to the Prospectus, and the results shown in the unaudited consolidated management accounts of the
Group for the three months ended June 30, 2010.

In our opinion, so far as the accounting policies and calculations are concerned, the Profit Estimate has
been properly compiled in accordance with the assumptions made by the directors as set out in Appendix III of
the Prospectus and is presented on a basis consistent in all material respects with the accounting policies
normally adopted by the Group as set out in our Accountants’ Report dated September 13, 2010, the text of
which is set out in Appendix I to the Prospectus.

Yours faithfully,

KPMG
Certified Public Accountants
Hong Kong

III-2
APPENDIX III PROFIT ESTIMATE

D. LETTER FROM THE JOINT SPONSORS

The following is the text of a letter, prepared for inclusion in this prospectus, we have received from
Credit Suisse (Hong Kong) Limited and Piper Jaffray Asia Limited, our Joint Sponsors, in connection with the
estimate of the consolidated profits attributable to equity holders of our Company for six months ended June 30,
2010.

Credit Suisse (Hong Kong) Limited Piper Jaffray Asia Limited


45/F, Two Exchange Square 3902B, 39/F, Tower 1
8 Connaught Place, Central Lippo Center, 89 Queensway
Hong Kong Hong Kong

September 13, 2010

The Directors
MicroPort Scientific Corporation

Dear Sirs,

We refer to the estimate of the consolidated net profit attributable to equity holders of MicroPort
Scientific Corporation (the “Company”) for the six months ended June 30, 2010 (the “Profit Estimate”) as set
out in the prospectus issued by the Company dated September 13, 2010 (the “Prospectus”).

We understand that the Profit Estimate has been prepared by the Directors of the Company based on the
consolidated results of the Company and its subsidiaries (hereinafter collectively referred to as the “Group”) for
the three months ended March 31, 2010 included in the Accountants’ Report as set out in Appendix I to the
Prospectus and the unaudited consolidated results based on management accounts for the three months ended
June 30, 2010.

We have discussed with you the bases made by the Directors of the Company as set out in Appendix III
to the Prospectus upon which the Profit Estimate has been made. We have also considered the letter dated
September 13, 2010 addressed to yourselves and ourselves from KPMG regarding the accounting policies and
calculations upon which the Profit Estimate has been made.

On the basis of the information comprising the Profit Estimate and on the basis of the accounting policies
and calculations adopted by you and reviewed by KPMG, we are of the opinion that the Profit Estimate, for
which you as Directors of the Company are solely responsible, has been made after due and careful enquiry.

Yours faithfully,

For and on behalf of For and on behalf of


Credit Suisse (Hong Kong) Limited Piper Jaffray Asia Limited

David Cheng Stacey Wong


Managing Director Head of Investment Banking

III-3
APPENDIX IV PROPERTY VALUATION

The following is the text of a letter, summary of values and valuation certificates, prepared for the
purpose of incorporation in this prospectus received from Jones Lang LaSalle Sallmanns Limited, an
independent valuer, in connection with its valuation as of July 31, 2010 of the property interests of the Group.

September 13, 2010

The Board of Directors


MicroPort Scientific Corporation
P.O. Box 309
Ugland House
Grand Cayman, KY1-1104
Cayman Islands

Dear Sirs,

In accordance with your instructions to value the properties in which MicroPort Scientific Corporation
(the “Company”) and its subsidiaries (hereinafter together referred to as the “Group”) have interests in the
People’s Republic of China (the “PRC”) and the Netherlands, we confirm that we have carried out inspections,
made relevant enquiries and searches and obtained such further information as we consider necessary for the
purpose of providing you with our opinion of the capital values of the property interests as at July 31, 2010 (the
“date of valuation”).

Our valuation of the property interests represents the market value which we would define as intended to
mean “the estimated amount for which a property should exchange on the date of valuation between a willing
buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each
acted knowledgeably, prudently, and without compulsion”.

We have valued the property interests of property nos. 1 and 2 in Group I and property no. 4 in Group II
by direct comparison approach assuming sale of the property interests in their existing state with the benefit of
immediate vacant possession and by making reference to comparable sales transactions as available in the
relevant market.

Where, due to the nature of the building of the property interest of property no. 3 in Group I and the
particular location in which it is situated, there are unlikely to be relevant market comparable sales readily
available, the property interest has therefore been valued on the basis of its depreciated replacement cost.

Depreciated replacement cost is defined as “the current cost of replacing an asset with its modern
equivalent asset less deductions for physical deterioration and all relevant forms of obsolescence and
optimization.” It is based on an estimate of the market value for the existing use of the land, plus the current cost
of replacement (reproduction) of the improvements, less deductions for physical deterioration and all relevant
forms of obsolescence and optimization. The depreciated replacement cost of the property interest is subject to
adequate potential profitability of the concerned business.

We have attributed no commercial value to the property interest in Group III, which has not been
assigned to the Group as at the date of valuation, thus the title of the property is not invested in the Group.

IV-1
APPENDIX IV PROPERTY VALUATION

We have attributed no commercial value to the property interests in Groups IV and V, which are leased
by the Group, due either to the short-term nature of the lease or the prohibition against assignment or sub-letting
or otherwise due to the lack of substantial profit rent.

Our valuation has been made on the assumption that the seller sells the property interests in the market
without the benefit of a deferred term contract, leaseback, joint venture, management agreement or any similar
arrangement, which could serve to affect the values of the property interests.

No allowance has been made in our report for any charge, mortgage or amount owing on any of the
property interests valued nor for any expense or taxation which may be incurred in effecting a sale. Unless
otherwise stated, it is assumed that the properties are free from encumbrances, restrictions and outgoings of an
onerous nature, which could affect their values.

In valuing the property interests, we have complied with all requirements contained in Chapter 5 and
Practice Note 12 of the Rules Governing the Listing of Securities issued by The Stock Exchange of Hong Kong
Limited; the RICS Valuation Standards published by the Royal Institution of Chartered Surveyors; the HKIS
Valuation Standards on Properties published by the Hong Kong Institute of Surveyors; and the International
Valuation Standards published by the International Valuation Standards Council.

We have relied to a very considerable extent on the information given by the Group and have accepted
advice given to us on such matters as tenure, planning approvals, statutory notices, easements, particulars of
occupancy, lettings, and all other relevant matters.

We have been shown copies of various title documents including Real Estate Title Certificates, Building
Ownership Certificates and official plans relating to the property interests and have made relevant enquiries.
Where possible, we have examined the original documents to verify the existing title to the property interests in
the PRC and any material encumbrance that might be attached to the property interests or any tenancy
amendment. We have relied considerably on the advice given by the Company’s PRC legal advisers — Jun He
Law Offices, concerning the validity of the property interests in the PRC.

We have not carried out detailed measurements to verify the correctness of the areas in respect of the
properties but have assumed that the areas shown on the title documents and official site plans handed to us are
correct. All documents and contracts have been used as reference only and all dimensions, measurements and
areas are approximations. No on-site measurement has been taken.

We have inspected the exterior and, where possible, the interior of the properties. However, we have not
carried out investigation to determine the suitability of the ground conditions and services for any development
thereon. Our valuation has been prepared on the assumption that these aspects are satisfactory. Moreover, no
structural survey has been made, but in the course of our inspection, we did not note any serious defect. We are
not, however, able to report whether the properties are free of rot, infestation or any other structural defect. No
tests were carried out on any of the services.

We have had no reason to doubt the truth and accuracy of the information provided to us by the Group.
We have also sought confirmation from the Group that no material factors have been omitted from the
information supplied. We consider that we have been provided with sufficient information to arrive an informed
view, and we have no reason to suspect that any material information has been withheld.

Unless otherwise stated, all monetary figures stated in this report are in Renminbi (RMB).

IV-2
APPENDIX IV PROPERTY VALUATION

Our valuation is summarized below and the valuation certificates are attached.

Yours faithfully,
for and on behalf of
Jones Lang LaSalle Sallmanns Limited
Paul L. Brown
B.Sc. FRICS FHKIS
Director
Note: Paul L. Brown is a Chartered Surveyor who has 27 years’ experience in the valuation of properties in the PRC and 30 years of
property valuation experience in Hong Kong, the United Kingdom and the Asia-Pacific region.

IV-3
APPENDIX IV PROPERTY VALUATION

SUMMARY OF VALUES

Group I — Property interests held and occupied by the Group in the PRC

Capital value
Capital value attributable
in existing state Interest to the Group
as at attributable as at
No. Property July 31, 2010 to the Group July 31, 2010
RMB RMB
1. A 4-storey building 19,604,000 100% 19,604,000
Block No. 24, Lane 588
Tianxiong Road
Zhoupu Town
Pudong New District
Shanghai
The PRC
2. A 5-storey building 21,675,000 100% 21,675,000
Block No. 23, Lane 588
Tianxiong Road
Zhoupu Town
Pudong New District
Shanghai
The PRC
3. A 3-storey building 52,619,000 100% 52,619,000
No. 501
Newton Road
Zhangjiang Hi-Tech
Development Zone
Pudong New District
Shanghai
The PRC

Sub-total: 93,898,000 93,898,000

IV-4
APPENDIX IV PROPERTY VALUATION

Group II — Property interest held for future development by the Group in the PRC

Capital value
Capital value attributable
in existing state Interest to the Group
as at attributable as at
No. Property July 31, 2010 to the Group July 31, 2010
RMB RMB
4. A parcel of land 31,767,000 100% 31,767,000
located at Lot 5/40 Block No. 15
Zhangjiang Hi-Tech Zone
Pudong New District
Shanghai
The PRC

Sub-total: 31,767,000 31,767,000

Group III — Property interest contracted to be acquired by the Group in the PRC

Capital value
Capital value attributable
in existing state Interest to the Group
as at attributable as at
No. Property July 31, 2010 to the Group July 31, 2010
RMB RMB
5. A 5-storey building No commercial 100% No commercial
Block No. 28, Lane 588 value value
Tianxiong Road
Zhoupu Town
Pudong New District
Shanghai
The PRC

Sub-total: Nil Nil

IV-5
APPENDIX IV PROPERTY VALUATION

Group IV — Property interests rented and occupied by the Group in the PRC

Capital value
attributable
to the Group
as at
No. Property July 31, 2010
RMB
6. 2 units on Level 1 of a building No commercial value
Block No. 26, Lane 588
Tianxiong Road
Zhoupu Town
Pudong New District
Shanghai
The PRC
7. A building, No commercial value
Block No. 4, No. 51
Hangfan Road
Damai Wan Industrial Park
Hangtou Town
Pudong New District
Shanghai
The PRC
8. Rooms 01, 02, 03, 05, 06 and 07 on No commercial value
Level 13 of a building
Block C of
Chengming Apartment
No. 2 Xizhimen South Avenue
Xicheng District
Beijing
The PRC

9. Room 502 of a building No commercial value


Block 3
No. 5 Dibo Yayuan
The Sixth Avenue
Hedong District
Tianjin
The PRC
10. Room 304, Entrance 1, Block No. 2 No commercial value
Section 8 of
Luneng Lingxiu Cheng
Erhuan South Road
Shizhong District
Jinan City
Shandong Province
The PRC

IV-6
APPENDIX IV PROPERTY VALUATION

Capital value
attributable
to the Group
as at
No. Property July 31, 2010
RMB
11. Room 1103 of Entrance C of No commercial value
Chengshi Yinxiang
No. 52 Changhu Road
Qingxiu District
Nanning City
Guangxi Zhuang Autonomous Region
The PRC
12. Rooms 608, 609, 610, 611, 618 and 619 on Level 6 of a building No commercial value
No. 19 Xijing Road
Bada Chu Hi-Tech
Development Zone
Shi Jingshan District
Beijing
The PRC
13. Rooms 217, 221 and 222 on Level 2 of a building No commercial value
No. 19 Xijing Road
Bada Chu Hi-Tech
Development Zone
Shi Jingshan District
Beijing
The PRC
14. Level 3 and a portion of Level 1 of a building No commercial value
Block 1 No. 400 Fangchun Road
Zhangjiang
Hi-Tech Zone
Pudong New
District
Shanghai
The PRC

Sub-total: Nil

IV-7
APPENDIX IV PROPERTY VALUATION

Group V — Property interest rented and occupied by the Group in the Netherlands

Capital value
attributable
to the Group
as at
No. Property July 31, 2010
RMB
15. A unit on Level 2 of a building No commercial value
Kellenseweg 4 Tiel
Tiel 4004 JD Gelderland
The Netherlands

Sub-total: Nil

Capital value
Capital value attributable
in existing state to the Group
as at as at
July 31, 2010 July 31, 2010
RMB RMB
Grand total: 125,665,000 125,665,000

IV-8
APPENDIX IV PROPERTY VALUATION

VALUATION CERTIFICATE

Group I — Property interests held and occupied by the Group in the PRC

Capital value
Particulars of in existing state as at
No. Property Description and tenure occupancy July 31, 2010
RMB

1. A 4-storey building The property comprises a 4-storey The property is 19,604,000


Block No. 24 building which was completed in currently occupied
Lane 588 about 2008. by the Group for 100% interest
Tianxiong Road office, production attributable to
Zhoupu Town The building has a gross floor area and research the Group:
Pudong New District of approximately 2,315.92 sq.m. purposes. RMB19,604,000
Shanghai
The PRC The land use rights of the property
have been granted for a term of 50
years expiring on December 30,
2056 for industrial use.

Notes:

1. Pursuant to a Sale & Purchase Contract dated 22 May 2008, entered into between Shanghai Jinding
Investment Development Co., Ltd. (“Shanghai Jinding”, ) and Shanghai
MicroPort Lifesciences Co., Ltd. (“MP Lifesciences Shanghai”, ), an
indirect wholly-owned subsidiary of the Company, the property with a gross floor area of
approximately 2,317 sq.m. was purchased by MP Lifesciences Shanghai at a consideration of
RMB15,523,900.

2. Pursuant to a Real Estate Title Certificate — Hu Fang Di Nan Zi (2009) Di No. 026525 (
(2009) 026525 ), the land use rights of the property have been granted to MP Lifesciences
Shanghai for a term of 50 years expiring on December 30, 2056 for industrial use and the building
with a gross floor area of approximately 2,315.92 sq.m. is owned by MP Lifesciences Shanghai.

3. We have been provided with a legal opinion regarding the property interest by the Company’s PRC
legal advisers, which contains, inter alia, the following:

MP Lifesciences Shanghai legally and completely owns the property and is entitled to occupy, use,
mortgage, lease, transfer or otherwise dispose of the property.

IV-9
APPENDIX IV PROPERTY VALUATION

VALUATION CERTIFICATE

Capital value
Particulars of in existing state as at
No. Property Description and tenure occupancy July 31, 2010
RMB

2. A 5-storey building The property comprises a 5-storey The property is 21,675,000


Block No. 23, building which was completed in currently occupied
Lane 588 Tianxiong about 2008. by the Group for 100% interest
Road office, production attributable to the
Zhoupu Town The building has a gross floor area and research Group:
Pudong New District of approximately 2,586.85 sq.m. purposes. RMB21,675,000
Shanghai
The PRC The land use rights of the property
have been granted for a term of 50
years expiring on December 30,
2056 for industrial use.

Notes:

1. Pursuant to a Sale & Purchase Contract dated 22 May 2008, entered into between Shanghai Jinding
Investment Development Co., Ltd. (“Shanghai Jinding”, ) and Shanghai
MicroPort Lifesciences Co., Ltd. (“MP Lifesciences Shanghai”, ), an
indirect wholly-owned of the Company, the property with a gross floor area of approximately 2,535
sq.m. was purchased by MP Lifesciences Shanghai at a consideration of RMB16,984,500.

2. Pursuant to a Supplementary Agreement of the Sale & Purchase Contract entered into between
Shanghai Jinding, MP Lifesciences Shanghai and Shanghai MicroPort Orthopedics Co., Ltd. (“MP
Orthopedics”, ), an indirect wholly-owned subsidiary of the
Company, the property was contracted to be transferred to MP Orthopedics.

3. Pursuant to a Real Estate Title Certificate — Hu Fang Di Pu Zi (2009) Di No. 211312


( ), the land use rights of the property have been granted to MP
Orthopedics for a term of 50 years expiring on December 30, 2056 for industrial use and the building
with a gross floor area of approximately 2,586.85 sq.m. is owned by MP Orthopedics.

4. We have been provided with a legal opinion regarding the property interest by the Company’s PRC
legal advisers, which contains, inter alia, the following:

MP Orthopedics legally and completely owns the property and is entitled to occupy, use, mortgage,
lease, transfer or otherwise dispose of the property.

IV-10
APPENDIX IV PROPERTY VALUATION

VALUATION CERTIFICATE
Capital value
Particulars of in existing state as at
No. Property Description and tenure occupancy July 31, 2010
RMB
3. A 3-storey building The property comprises a parcel of The property is 52,619,000
No. 501 Newton land with a site area of currently occupied
Road approximately 13,320 sq.m. and a 3- by the Group for 100% interest
Zhangjiang Hi-Tech storey building erected thereon office, production, attributable to the
Development Zone which was completed in about 2001. warehouse and Group:
Pudong New District research purposes. RMB52,619,000
The building has a total gross floor
Shanghai
area of approximately 9,326.3 sq.m.
The PRC
The land use rights of the property
have been granted for a term of 50
years expiring on July 6, 2050 for
Hi-tech industrial use.
Notes:
1. Pursuant to a Real Estate Title Certificate — Hu Fang Di Pu Zi (2009) No. 029834 (
(2009) 029834 ), the land use rights of a parcel of land with a site area of approximately 13,320
sq.m. have been granted to MicroPort Medical (Shanghai) Co., Ltd. (“MP Shanghai”,
), an indirect wholly-owned subsidiary of the Company, for a term of
50 years expiring on July 6, 2050 for Hi-tech industrial use and the portions of the property with a
total gross floor area of approximately 8,781.3 sq.m. is owned by MP Shanghai.
2. We have not been provided with any Real Estate Title Certificate for the remaining portion of the
property with a gross floor area of approximately 545 sq.m. on Level 3.
3. In the valuation of the property, we have not attributed any commercial value to the portion of the
property mentioned in note 2 which has not obtained any proper title certificate. However, for
reference purposes, we are of the opinion that the depreciated replacement cost of the portion of the
building (excluding the land) as at the date of valuation would be RMB1,199,000 assuming all
relevant title certificates had been obtained and it could be freely transferred.
4. We have been provided with a legal opinion regarding the property interest by the Company’s PRC
legal advisers, which contains, inter alia, the following:
a. MP Shanghai has legally obtained the land use rights and the building ownership rights of the
portions of property stated in note 1 and is entitled to occupy, use, mortgage, lease, transfer or
otherwise dispose of the property in accordance with the prescribed usage and during the land
tenure;
b. For the remaining portion of property stated in note 2 which is temporarily used by the Group,
based on the information provided by the Company, there is no Real Estate Title Certificate
obtained. If MP Shanghai would occupy, use, profit from or otherwise dispose of the portion of
the property, it would not be protected by the PRC’s laws. Moreover, MP Shanghai has not
obtained relevant planning and construction permits to start the construction for this portion of
the property; and
c. Pursuant to a Mortgage Contract dated August 19, 2003, entered into between MP Shanghai and
China Construction Bank Pudong Sub-branch, and an Other Rights Certificate — Hao Pu
200914037992 ( 200914037992), the portions of the property under the title certificate
mentioned in note 1 are subject to a mortgage in favor of China Construction Bank Pudong
Sub-branch as security for borrowing bank loan with a maximum amount of RMB6,500,000.

IV-11
APPENDIX IV PROPERTY VALUATION

VALUATION CERTIFICATE

Group II — Property interest held for future development by the Group in the PRC

Capital value
Particulars of in existing state as at
No. Property Description and tenure occupancy July 31, 2010
RMB

4. A parcel of land The property comprises a parcel of The property is 31,767,000


located at Lot 5/40 land with a site area of currently vacant.
Block No. 15 approximately 20,416 sq.m. 100% interest
Zhangjiang attributable to the
Hi-Tech Zone The land use rights of the property Group:
Pudong New District have been granted for a term of 50 RMB31,767,000
Shanghai years expiring on December 31,
The PRC 2058 for industrial use.

Notes:

1. Pursuant to a State-owned Land Use Rights Grant Contract dated June 5, 2007, entered into
between Zhangjiang Semiconductor Industry Park Development Co., Ltd.
( ) and MicroPort Medical (Shanghai) Co., Ltd. (“MP
Shanghai”, ), an indirect wholly-owned subsidiary of the Company,
the land use rights of a parcel of land with a site area of approximately 20,416 sq.m. have been
contracted to be granted to MP Shanghai, for a term of 50 years at a consideration of
RMB32,665,600 for industry use.

2. Pursuant to a Real Estate Title Certificate — Hu Fang Di Pu Zi (2009) Di No. 086881 (


(2009) 086881 ), the land use rights of the parcel of land with a site area of approximately
20,416 sq.m. have been granted to MP Shanghai for a term of 50 years expiring on December 31,
2058 for industrial use.

3. Pursuant to a Construction Work Planning Permit — Hu Pu Gui Jian Zhang (2010)


FA31011520109182 ( (2010) FA31011520109182) in favor of MP Shanghai, the
property with a total planned gross floor area of approximately 70,832 sq.m. have been approved for
construction.

4. We have been provided with a legal opinion regarding the property interest by the Company’s PRC
legal advisers, which contains, inter alia, the following:

a. MP Shanghai has legally obtained the land use rights of the property and is entitled to occupy,
use, mortgage, lease, transfer or otherwise dispose of the property in accordance with the
prescribed usage and during the land tenure; and

b. There is no material legal impediment in obtaining construction permit.

IV-12
APPENDIX IV PROPERTY VALUATION

VALUATION CERTIFICATE

Group III — Property interest contracted to be acquired by the Group in the PRC

Capital value
Particulars of in existing state as at
No. Property Description and tenure occupancy July 31, 2010
RMB

5. A 5-storey building The property comprises a 5-storey The property is No commercial value
Block No. 28, Lane building which was completed in currently occupied
588 Tianxiong Road about 2008. by the Group for
Zhoupu Town office, production
Pudong New District The building has a gross floor area and research
Shanghai of approximately 2,913.44 sq.m. purposes.
The PRC
The land use rights of the property
have been granted for a term of 50
years expiring on December 30,
2056 for industry use.

Notes:

1. Pursuant to a Sale & Purchase Contract entered into between Shanghai Jinding Investment
Development Co., Ltd. (“Shanghai Jinding”, ) and MicroPort Medical
(Shanghai) Co., Ltd. (“MP Shanghai”, ), an indirect wholly-owned
subsidiary of the Company, the property with a gross floor area of approximately 2,913.44 sq.m. was
purchased by MP Shanghai at a consideration of RMB21,268,112. MP Shanghai has not fully paid
the total consideration up to the date of valuation and has not obtained the relevant Real Estate title
certificate.

2. We have been provided with a legal opinion regarding the property interest by the Company’s PRC
legal advisers, which contains, inter alia, the following:

a. There is no material legal impediment for MP Shanghai in obtaining Real Estate Title
Certificate upon full payment of the consideration; and

b. After obtaining the Real Estate Title Certificate, MP Shanghai will completely and legally
obtain the building ownership rights of the property and will be entitled to occupy, use,
mortgage, lease, transfer or otherwise dispose of the property.

IV-13
APPENDIX IV PROPERTY VALUATION

VALUATION CERTIFICATE

Group IV — Property interests rented and occupied by the Group in the PRC

Capital value
Particulars of in existing state as at
No. Property Description and tenure occupancy July 31, 2010
RMB

6. 2 units on Level 1 of The property comprises 2 units on The property is No commercial value
a building Level 1 of a 4-storey industrial currently occupied
Block No. 26, Lane building completed in about 2008. by the Group for
588 Tianxiong Road warehouse purpose.
Zhoupu Town The units have a total gross floor
Pudong New District area of approximately 104 sq.m.
Shanghai
The PRC The property is sub-leased from an
independent third party for a term
of one year commencing from
March 14, 2010 and expiring on
March 13, 2011, at an annual rent
of RMB89,856, inclusive of
management fees, exclusive of
water and electricity charges.

Notes:

1. Pursuant to a Sub-lease Agreement, the property with a total gross floor area of approximately
104 sq.m. is sub-leased to MicroPort Medical (Shanghai) Co., Ltd. (“MP Shanghai”,
), an indirect wholly-owned subsidiary of the Company, from
Shanghai Daoxiang Medical System Co., Ltd. (“Shanghai Daoxiang”, ),
an independent third party, for a term of one year commencing from March 14, 2010 and expiring on
March 13, 2011, at an annual rent of RMB89,856, inclusive of management fees, exclusive of water
and electricity charges.

2. We have been provided with a legal opinion on the legality of the Sub-lease Agreement to the
property issued by the Company’s PRC legal advisers, which contains, inter alia, the following:

a. Pursuant to a Real Estate Title Certificate — Hu Fang Di Pu Zi (2009) Di No. 200018


( (2009) 200018 ), the property is owned by Huajiao Shu Remote Medical
Network Technology Shanghai Co., Ltd. (“Huajiao Shu Remote Medical Network”,
, formerly known as Huajiao Shu Remote Investment
Consulting (Shanghai) Co., Ltd. (“Huajiao Shu Investment” ));

b. Pursuant to a Consent Letter, Huajiao Shu Remote Medical Network agreed on Shanghai
Daoxiang’s sub-leasing the property during the lease term;

c. The Sub-lease Agreement is binding on both signing parties;

d. MP Shanghai has the legal rights to use the property in accordance with the Sub-lease
Agreement; and

e. The Sub-lease Agreement has not been registered with relevant government authorities.

IV-14
APPENDIX IV PROPERTY VALUATION

VALUATION CERTIFICATE

Capital value
Particulars of in existing state as at
No. Property Description and tenure occupancy July 31, 2010
RMB

7. A building The property comprises a single- The property is No commercial value


Block No. 4, No. 51 storey industrial building completed currently occupied
Hangfan Road in about 1996. by the Group for
Damai Wan warehouse
Industrial Park The building has a gross floor area purpose.
Hangtou Town of approximately 500 sq.m.
Pudong New District
Shanghai The property is sub-leased from an
The PRC independent third party for a term of
5 years commencing from
March 20, 2009 and expiring on
March 19, 2014, at an annual rent of
RMB100,320, inclusive of
management fees, exclusive of
water and electricity charges.

Notes:

1. Pursuant to a Sub-lease Agreement, the property with a gross floor area of approximately 500
sq.m. is sub-leased to MicroPort Medical (Shanghai) Co., Ltd. (“MP Shanghai”,
, an indirect wholly-owned subsidiary of the Company), from
Shanghai Fengxiong Jin Industrial Co., Ltd. (“Shanghai Fengxiong”, ),
an independent third party, for a term of 5 years commencing from March 20, 2009 and expiring
on March 19, 2014, at an annual rent of RMB100,320, inclusive of management fees, exclusive
of water and electricity charges. The annual rent will be increased by 4% from the third year.

2. We have been provided with a legal opinion on the legality of the Sub-lease Agreement to the
property issued by the Company’s PRC legal advisers, which contains, inter alia, the following:

a. Pursuant to a Real Estate Title Certificate — Hu Fang Di Nan Zi (2008) Di No. 004742
( (2008) 004742 ), the property is owned by Shanghai Damai Wan Ship’s
Fitments Co., Ltd. (“Damai Wan Ship’s Fitments”, );

b. Pursuant to a Consent Letter dated March 5, 2009, Damai Wan Ship’s Fitment agreed on
Shanghai Fengxiong’s sub-leasing the property during the lease term;

c. The Sub-lease Agreement is binding on both signing parties;

d. MP Shanghai has the legal rights to use the property in accordance with the Sub-lease
Agreement; and

e. The Sub-lease Agreement has not been registered with relevant government authorities.

IV-15
APPENDIX IV PROPERTY VALUATION

VALUATION CERTIFICATE

Capital value
Particulars of in existing state as at
No. Property Description and tenure occupancy July 31, 2010
RMB

8. Rooms 01, 02, 03, 05, The property comprises 6 units on The property is No commercial value
06 and 07 on Level 13 Level 13 of a 28-storey office currently occupied
of a building building completed in about 1999. by the Group for
Block C of office purpose.
Chengming The units have a total gross floor
Apartment area of approximately 950.46 sq.m.
No. 2 Xizhimen
South Avenue The property is leased from an
Xicheng District independent third party for a term of
Beijing 3 years commencing from
The PRC November 20, 2009 and expiring on
November 19, 2012, at an annual
rent of RMB884,640, exclusive of
management fees, water and
electricity charges.

Notes:

1. Pursuant to a Tenancy Agreement, the property with a total gross floor area of approximately 950.46
is leased to MicroPort Medical (Shanghai) Co., Ltd. Beijing Sub Branch (“MP Shanghai Beijing Sub
Branch”, , an indirect wholly-owned subsidiary of the
Company), from Beijing Chengming Apartment Co., Ltd. (“Beijing Chengming”,
, an independent third party), for a term of 3 years commencing from
November 20, 2009 and expiring on November 19, 2012, at an annual rent of RMB884,640,
exclusive of management fees, water and electricity charges.

2. We have been provided with a legal opinion on the legality of the Tenancy Agreement to the
property issued by the Company’s PRC legal advisers, which contains, inter alia, the following:

a. Pursuant to a Pre-sale Permit — Jing Fang Shi Wai Zheng Zi Di No. 256
( ) in favor of Beijing Chengming, Beijing Chengming is entitled to sale
the property;

b. Pursuant to a Consent Letter dated March 30, 2010, the Building Ownership Certificate of the
property is under application. Beijing Chengming legally owns the building ownership rights;

c. The Tenancy Agreement is binding on both signing parties;

d. MP Shanghai Beijing Sub-Branch has the legal rights to use the property in accordance with the
Tenancy Agreement; and

e. The Tenancy Agreement has not been registered with relevant government authorities.

IV-16
APPENDIX IV PROPERTY VALUATION

VALUATION CERTIFICATE

Capital value
Particulars of in existing state as at
No. Property Description and tenure occupancy July 31, 2010
RMB

9. Room 502 of a The property comprises a unit on The property is No commercial value
building Level 5 of a 5-storey residential currently occupied
Block 3 No. 5 Dibo building completed in about 2007. by the Group for
Yayuan office purpose.
The Sixth Avenue The unit has a gross floor area of
Hedong District approximately 110 sq.m.
Tianjin
The PRC The property is leased from an
independent third party for a term
of one year commencing from
December 1, 2009 and expiring on
November 30, 2010, at an annual
rent of RMB70,000, inclusive of
management fees, exclusive of
water and electricity charges.

Notes:

1. Pursuant to a Tenancy Agreement, the property with a gross floor area of approximately 110 sq.m. is
leased to MicroPort Medical (Shanghai) Co., Ltd. (“MP Shanghai”, ),
an indirect wholly-owned subsidiary of the Company, from Jia Zhenlin ( ), an independent
third party, for a term of one year commencing from December 1, 2009 and expiring on
November 30, 2010, at an annual rent of RMB70,000, inclusive of management fees, exclusive of
water and electricity charges.

2. We have been provided with a legal opinion on the legality of the Tenancy Agreement to the
property issued by the Company’s PRC legal advisers, which contains, inter alia, the following:

a. Pursuant to a Real Estate Title Certificate — Fang Di Zheng Jin Zi Di No. 102020815023
( 102020815023 ), the property is owned by Jia Zhenlin;

b. The Tenancy Agreement is binding on both signing parties;

c. MP Shanghai has the legal rights to use the property in accordance with the Tenancy
Agreement; and

d. The Tenancy Agreement has not been registered with relevant government authorities.

IV-17
APPENDIX IV PROPERTY VALUATION

VALUATION CERTIFICATE

Capital value
Particulars of in existing state as at
No. Property Description and tenure occupancy July 31, 2010
RMB

10. Room 304, The property comprises a unit on The property is No commercial value
Entrance 1, Block Level 3 of a 29-storey residential currently occupied
No. 2, Section 8 of building completed in about 2009. by the Group for
Luneng Lingxiu office purpose.
Cheng Erhuan South The unit has a gross floor area of
Road approximately 91.85 sq.m.
Shizhong District
Jinan City The property is sub-leased from an
Shandong Province independent third party for a term of
The PRC one year commencing from
January 1, 2010 and expiring on
December 31, 2010, at an annual
rent of RMB42,000, exclusive of
management fees, water and
electricity charges.

Notes:

1. Pursuant to a Sub-lease Agreement, the property with a gross floor area of approximately 91.85
sq.m. is sub-leased to MicroPort Medical (Shanghai) Co., Ltd. (“MP Shanghai”,
), an indirect wholly-owned subsidiary of the Company, from
Shandong Luneng Property Management Co., Ltd. Jinan Sub Branch (“Shandong Luneng”,
), an independent third party, for a term of one year commencing
from January 1, 2010 and expiring on December 31, 2010, at an annual rent of RMB42,000,
exclusive of management fees, water and electricity charges.

2. We have been provided with a legal opinion on the legality of the Sub-lease Agreement to the
property issued by the Company’s PRC legal advisers, which contains, inter alia, the following:

a. Pursuant to a Building Ownership Certificate — Ji Fang Quan Zheng Zhong Zi Di No. 163396
( 163396 ), the property is owned by Li Bin ( );

b. Pursuant to a Consent Letter dated November 2, 2009, Li Bin agreed on Shandong Luneng’s
sub-leasing the property during the lease term;

c. The Sub-lease Agreement is binding on both signing parties;

d. MP Shanghai has the legal rights to use the property in accordance with the Sub-lease
Agreement; and

e. The Sub-lease Agreement has not been registered with relevant government authorities.

IV-18
APPENDIX IV PROPERTY VALUATION

VALUATION CERTIFICATE

Capital value
Particulars of in existing state as at
No. Property Description and tenure occupancy July 31, 2010
RMB

11. Room 1103 of The property comprises a unit on The property is No commercial value
Entrance C of Level 11 of a 25-storey residential currently occupied
Chengshi Yinxiang building completed in about 2009. by the Group for
No. 52 Changhu Road office purpose.
Qingxiu District The unit has a gross floor area of
Nanning City approximately 93.04 sq.m.
Guangxi Zhuang
Autonomous Region The property is leased from an
The PRC independent third party for a term
of one year commencing from
December 1, 2009 and expiring
on November 30, 2010, at an
annual rent of RMB33,696,
exclusive of management fees,
water and electricity charges.

Notes:

1. Pursuant to a Tenancy Agreement, the property with a gross floor area of approximately 93.04 sq.m.
is leased to MicroPort Medical (Shanghai) Co., Ltd. (“MP Shanghai”,
), an indirect wholly-owned subsidiary of the Company, from Su Li
( ), an independent third party, for a term of one year commencing from December 1, 2009 and
expiring on November 30, 2010, at an annual rent of RMB33,696, exclusive of management fees,
water and electricity charges.

2. We have been provided with a legal opinion on the legality of the Tenancy Agreement to the
property issued by the Company’s PRC legal advisers, which contains, inter alia, the following:

a. Pursuant to a Building Ownership Certificate — Yong Fang Quan Zheng Zi Di No. 01836286
( 01836286 ), the property is owned by Su Li;

b. The Tenancy Agreement is binding on both signing parties;

c. MP Shanghai has the legal rights to use the property in accordance with the Tenancy
Agreement; and

d. The Tenancy Agreement has not been registered with relevant government authorities.

IV-19
APPENDIX IV PROPERTY VALUATION

VALUATION CERTIFICATE

Capital value
Particulars of in existing state as at
No. Property Description and tenure occupancy July 31, 2010
RMB

12. Rooms 608, 609, The property comprises 6 units on The property is No commercial value
610, 611, 618 and Level 6 of a 6-storey office currently occupied
619 on Level 6 of a building completed in about 1999. by the Group for
building office purpose.
No. 19 The units have a total gross floor
Xijing Road area of approximately 240 sq.m.
Bada Chu Hi-Tech
Development Zone The property is leased from an
Shi Jingshan District independent third party for a term
Beijing of one year commencing from
The PRC January 5, 2010 and expiring on
January 4, 2011, at an annual rent
of RMB69,600, exclusive of
management fees, water and
electricity charges.

Notes:

1. Pursuant to a Tenancy Agreement, the property with a total gross floor area of approximately 240
sq.m. is leased to MicroPort Lifesciences (Beijing) Co., Ltd. (“MP Lifesciences Beijing”,
), an indirect wholly-owned subsidiary of the Company, from
Beijing Li An Ming Communication Equipment Manufacturing Co., Ltd. (“Beijing Li An Ming”,
), an independent third party, for a term of one year
commencing from January 5, 2010 and expiring on January 4, 2011, at an annual rent of
RMB69,600, exclusive of management fees, water and electricity charges.

2. We have been provided with a legal opinion on the legality of the Tenancy Agreement to the
property issued by the Company’s PRC legal advisers, which contains, inter alia, the following:

a. Pursuant to a Building Ownership Certificate — Jing Fang Quan Zheng Shi Qi Zi Di No. 00119
( 00119 ), the property is owned by Beijing Li An Ming;

b. The Tenancy Agreement is binding on both signing parities;

c. MP Lifesciences Beijing has the legal rights to use the property in accordance with the Tenancy
Agreement; and

d. The Tenancy Agreement has not been registered with relevant government authorities.

IV-20
APPENDIX IV PROPERTY VALUATION

VALUATION CERTIFICATE

Capital value
Particulars of in existing state as at
No. Property Description and tenure occupancy July 31, 2010
RMB

13. Rooms 217, 221 and The property comprises 3 units on The property is No commercial value
222 on Level 2 of a Level 2 of a 6-storey office currently occupied
building building completed in about 1999. by the Group for
No. 19 Xijing Road office purpose.
Bada Chu Hi-Tech The units have a total gross floor
Development Zone area of approximately 112 sq.m.
Shi Jingshan District
Beijing The property is leased from an
The PRC independent third party for a term
of one year commencing from
September 15, 2009 and expiring
on September 14, 2010, at an
annual rent of RMB52,416,
exclusive of management fees,
water and electricity charges.

Notes:

1. Pursuant to a Tenancy Agreement, the property with a total gross floor area of approximately 112
sq.m. is leased to Beijing Pange Rui Medical Instrument Technology Co., Ltd.
(( ), the former name of MicroPort Lifesciences (Beijing) Co., Ltd.
(“MP Lifesciences Beijing”, ), an indirect wholly-owned
subsidiary of the Company, from Beijing Li An Ming Communication Equipment Manufacturing
Co., Ltd. (“Beijing Li An Ming”, ), an independent third party,
for a term of one year commencing from September 15, 2009 and expiring on September 14, 2010,
at an annual rent of RMB52,416, exclusive of management fees, water and electricity charges.

2. We have been provided with a legal opinion on the legality of the Tenancy Agreement to the
property issued by the Company’s PRC legal advisers, which contains, inter alia, the following:

a. Pursuant to a Building Ownership Certificate — Jing Fang Quan Zheng Shi Qi Zi Di No. 00117
( ), the property is owned by Beijing Li An Ming;

b. The Tenancy Agreement is binding on both signing parities;

c. MP Lifesciences Beijing has the legal rights to use the property in accordance with the Tenancy
Agreement; and

d. The Tenancy Agreement has not been registered with relevant government authorities.

IV-21
APPENDIX IV PROPERTY VALUATION

VALUATION CERTIFICATE

Capital value
Particulars of in existing state as at
No. Property Description and tenure occupancy July 31, 2010
RMB

14. Level 3 and a The property comprises Level 3 The property is No commercial value
portion of Level 1 of and a portion of Level 1 of a currently vacant.
a building 5-storey industrial building
Block 1 No. 400 completed in about 2007.
Fangchun Road
Zhangjiang Hi-Tech The property has a total gross floor
Zone area of approximately 2,364 sq.m.
Pudong New District
Shanghai The property is leased from an
The PRC independent third party for
commencing from July 23, 2010
and expiring on July 22, 2013, at a
current annual rent of
RMB1,308,890, exclusive of
management fees, water and
electricity charges.

Notes:

1. Pursuant to a Tenancy Agreement dated July 2, 2010 and a Supplementary Agreement dated July 21,
2010, the property with a total gross floor area of approximately 2,364 sq.m. is leased to MircroPort
Medical (Shanghai) Co., Ltd. (“MP Shanghai”, ), a wholly-owned
subsidiary of the Company, from Shanghai Hongzheng Asset Management Co., Ltd. (“Shanghai
Hongzheng”, ), an independent third party, commencing from
July 23, 2010 and expiring on July 22, 2013, at an annual rent of RMB1,308,890 for the first year,
RMB1,391,526 for the second year and RMB1,474,162 for the third year, exclusive of management
fees, water and electricity charges.

2. We have been provided with a legal opinion on the legality of the Tenancy Agreement and the
Supplementary Agreement to the property issued by the Company’s PRC legal advisers, which
contains, inter alia, the following:

a. Pursuant to a Real Estate Title Certificate — Hu Fang Di Pu Zi (2010) Di No. 029664


( ), the property is owned by Shanghai Hongzheng;

b. The Tenancy Agreement and the Supplementary Agreement are binding on both signing
parties; and

c. MP Shanghai has the legal rights to use the property in accordance with the Tenancy
Agreement and the Supplementary Agreement.

IV-22
APPENDIX IV PROPERTY VALUATION

VALUATION CERTIFICATE

Group V — Property interest rented and occupied by the Group in the Netherlands

Capital value
Particulars of in existing state as at
No. Property Description and tenure occupancy July 31, 2010
RMB

15. A unit on Level 2 The property comprises a unit on The property is No commercial value
of a building Level 2 of 2-storey office building currently occupied
Kellenseweg 4 completed in about 1996. by the Group for
Tiel 4004JD office purpose.
Gelderland The unit has a lettable area of
The Netherlands approximately 20 sq.m

The property is leased from an


independent third party for a term
of one year commencing from
November 1, 2009 and expiring on
October 31, 2010, at an annual rent
of EUR2,808, exclusive of the fees
for additional supplies, services
and the value appreciation tax
(“VAT”).

Notes:

Pursuant to a Tenancy Agreement, a unit with a lettable area of approximately 20 sq.m. is leased to
MicroPort Medical B.V. (“MP B.V.”, a directly wholly-owned subsidiary), from Hartentwee B.V., an
independent third party, for a term of one year commencing from November 1, 2009 and expiring on
October 31, 2010, at an annual rent of EUR2,808, exclusive of the fees for additional supplies, services
and the VAT.

IV-23
APPENDIX V SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN COMPANIES LAW

SUMMARY OF THE CONSTITUTION OF OUR COMPANY

Memorandum of Association

Set out below is a summary of certain provisions of the Memorandum and Articles of Association of our
Company and of certain aspects of Cayman Companies Law.

Our Company was incorporated in the Cayman Islands as an exempted company with limited liability on
July 14, 2006 under the Cayman Companies Law. The Memorandum of Association and the Articles of
Association comprise its constitution.

The Memorandum of Association of our Company was adopted on September 3, 2010, effective on the
date on which the shares of our Company are listed on the Hong Kong Stock Exchange and states, inter alia, that
the liability of members of our Company is limited, that the objects for which our Company is established are
unrestricted and our Company shall have full power and authority to carry out any object not prohibited by the
Cayman Companies Law or any other law of the Cayman Islands.

The Memorandum of Association is available for inspection at the address specified in “Documents
delivered to the Registrar of Companies and available for inspection” in Appendix VII to this prospectus.

Articles of Association

The Articles of Association were adopted on September 3, 2010, effective on the date on which the shares
of our Company are listed on the Hong Kong Stock Exchange and include provisions to the following effect:

A. Classes of shares

The share capital of our Company consists of ordinary shares. The capital of our Company at the date of
effectiveness of the Articles of Association is US$50,000 divided into 5,000,000,000 ordinary shares of
US$0.00001 each.

B. Directors

(a) Power to allot and issue shares

Subject to the provisions of the Cayman Companies Law and the Memorandum and the Articles of
Association, the unissued shares in our Company (whether forming part of its original or any increased capital)
shall be at the disposal of our Directors, who may offer, allot, grant options over or otherwise dispose of them to
such persons, at such times and for such consideration, and upon such terms, as our Directors shall determine.

Subject to the provisions of the Articles of Association and to any direction that may be given by our
Company in general meeting and without prejudice to any special rights conferred on the holders of any existing
shares or attaching to any class of shares, any share may be issued with or have attached thereto such preferred,
deferred, qualified or other special rights or restrictions, whether in regard to dividend, voting, return of capital or
otherwise, and to such persons at such time and for such consideration as our Directors may determine. Subject
to the Cayman Companies Law and to any special rights conferred on any shareholders or attaching to any class
of shares, any share may, with the sanction of a special resolution, be issued on terms that it is, or at the option of
our Company or the holder thereof, liable to be redeemed.

V-1
APPENDIX V SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN COMPANIES LAW

(b) Power to dispose of the assets of our Company or any subsidiary

The management of the business of our Company is vested in our Directors who, in addition to the
powers and authorities by the Articles of Association expressly conferred upon them, may exercise all such
powers and do all such acts and things as may be exercised or done or approved by our Company and are not by
the Articles of Association or the Cayman Companies Law expressly directed or required to be exercised or done
by our Company in general meeting, but subject nevertheless to the provisions of the Cayman Companies Law
and of the Articles of Association and to any regulation from time to time made by our Company in general
meeting not being inconsistent with such provisions or the Articles of Association, provided that no regulation so
made shall invalidate any prior act of our Directors which would have been valid if such regulation had not been
made.

(c) Compensation or payment for loss of office

Payment to any Director or past Director of any sum by way of compensation for loss of office or as
consideration for or in connection with his retirement from office (not being a payment to which our Director is
contractually entitled) must first be approved by our Company in general meeting.

(d) Loans to Directors

There are provisions in the Articles of Association prohibiting the making of loans to Directors and
associates which are equivalent to the restrictions imposed by the Companies Ordinance.

(e) Financial assistance to purchase shares

Subject to all applicable laws, our Company may give financial assistance to Directors and employees of
our Company, our subsidiaries or any holding company or any subsidiary of such holding company in order that
they may buy shares in our Company or any such subsidiary or holding company. Further, subject to all
applicable laws, our Company may give financial assistance to a trustee for the acquisition of shares in our
Company or shares in any such subsidiary or holding company to be held for the benefit of employees of our
Company, our subsidiaries, any holding company of our Company or any subsidiary of any such holding
company (including salaried Directors).

(f) Disclosure of interest in contracts with our Company or any of our subsidiaries

No Director or proposed Director shall be disqualified by his office from contracting with our Company
either as vendor, purchaser or otherwise nor shall any such contract or any contract or arrangement entered into
by or on behalf of our Company with any person, company or partnership of or in which any Director shall be a
member or otherwise interested be capable on that account of being avoided, nor shall any Director so
contracting or being any member or so interested be liable to account to our Company for any profit so realized
by any such contract or arrangement by reason only of such Director holding that office or the fiduciary
relationship thereby established, provided that such Director shall, if his interest in such contract or arrangement
is material, declare the nature of his interest at the earliest meeting of the board of Directors at which it is
practicable for him to do so, either specifically or by way of a general notice stating that, by reason of the facts
specified in the notice, he is to be regarded as interested in any contracts of a specified description which may be
made by our Company.

V-2
APPENDIX V SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN COMPANIES LAW

A Director shall not be entitled to vote on (nor shall he be counted in the quorum in relation to) any
resolution of our Directors in respect of any contract or arrangement or any other proposal in which he or any of
his associates has any material interest, and if he shall do so his vote shall not be counted (nor is he to be counted
in the quorum for the resolution), but this prohibition shall not apply to any of the following matters, namely:

(i) the giving to such Director or his associates of any security or indemnity in respect of money lent or
obligations incurred by him or any of them at the request of or for the benefit of our Company or any
of our subsidiaries;

(ii) the giving of any security or indemnity to a third party in respect of a debt or obligation of our
Company or any of our subsidiaries for which our Director or his associates has himself/themselves
assumed responsibility in whole or in part and whether alone or jointly under a guarantee or
indemnity or by the giving of security;

(iii) any proposal concerning an offer of shares, debentures or other securities of or by our Company or
any other company which our Company may promote or be interested in for subscription or purchase
where our Director or his associates is/are or is/are to be interested as a participant in the
underwriting or sub-underwriting of the offer;

(iv) any proposal concerning any other company in which our Director or his associates is/are interested
only, whether directly or indirectly, as an officer, executive or shareholder or in which our Director
or any of his associates is/are beneficially interested in shares of that company, provided that, our
Director and any of his associates are not in aggregate beneficially interested in five percent. or more
of the issued shares of any class of such company (or of any third company through which his
interest or that of any of his associates is derived) or of the voting rights;

(v) any proposal or arrangement concerning the benefit of employees of our Company or any of our
subsidiaries including:

(aa) the adoption, modification or operation of any employees’ share scheme or any share incentive
scheme or share option scheme under which our Director or his associates may benefit;

(bb) the adoption, modification or operation of a pension or provident fund or retirement, death or
disability benefits scheme which relates both to Directors, their associates and employees of our
Company or any of our subsidiaries and does not provide in respect of any Director or his
associates, as such any privilege or advantage not generally accorded to the class of persons to
which such scheme or fund relates; and

(vi) any contract or arrangement in which our Director or his associates is/are interested in the same
manner as other holders of shares or debentures or other securities of our Company by virtue only of
his interest in shares or debentures or other securities of our Company.

(g) Remuneration

Our Directors shall be entitled to receive by way of remuneration for their services such sum as shall from
time to time be determined by our Directors, or our Company in general meeting, as the case may be, such sum
(unless otherwise directed by the resolution by which it is determined) to be divided amongst our Directors in
such proportions and in such manner as they may agree, or failing agreement, equally, except that in such event
any Director holding office for less than the whole of the relevant period in respect of which the remuneration is
paid shall only rank in such division in proportion to the time during such period for which he has held office.

V-3
APPENDIX V SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN COMPANIES LAW

Such remuneration shall be in addition to any other remuneration to which a Director who holds any salaried
employment or office in our Company may be entitled by reason of such employment or office.

Our Directors shall also be entitled to be paid all expenses, including travel expenses, reasonably incurred
by them in or about the performance of their duties as Directors including their expenses of traveling to and from
board meetings, committee meetings or general meetings or otherwise incurred whilst engaged on the business of
our Company or in the discharge of their duties as Directors.

Our Directors may grant special remuneration to any Director who shall perform any special or extra
services at the request of our Company. Such special remuneration may be made payable to such Director in
addition to or in substitution for his ordinary remuneration as a Director, and may be made payable by way of
salary, commission or participation in profits or otherwise as may be agreed.

The remuneration of an executive Director or a Director appointed to any other office in the management
of our Company shall from time to time be fixed by our Directors and may be by way of salary, commission or
participation in profits or otherwise or by all or any of those modes and with such other benefits (including share
option and/or pension and/or gratuity and/or other benefits on retirement) and allowances as our Directors may
from time to time decide. Such remuneration shall be in addition to such remuneration as the recipient may be
entitled to receive as a Director.

(h) Retirement, appointment and removal

Our Directors shall have power at any time and from time to time to appoint any person to be a Director,
either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold
office only until the next annual general meeting of our Company and shall then be eligible for re-election at that
meeting.

Our Company may by ordinary resolution remove any Director (including a Managing Director or other
executive Director) before the expiration of his period of office notwithstanding anything in the Articles of
Association or in any agreement between our Company and such Director (but without prejudice to any claim for
compensation or damages payable to him in respect of the termination of his appointment as Director or of any
other appointment or office as a result of the termination of his appointment as Director). Our Company may by
ordinary resolution appoint another person in his place. Any Director so appointed shall hold office during such
time only as our Director in whose place he is appointed would have held the same if he had not been removed.
Our Company may also by ordinary resolution elect any person to be a Director, either to fill a casual vacancy or
as an addition to the existing Directors. Any Director so appointed shall hold office only until the next following
annual general meeting of our Company and shall then be eligible for re-election. No person shall, unless
recommended by our Directors, be eligible for election to the office of Director at any general meeting unless,
during the period, which shall be at least seven days, commencing no earlier than the day after the dispatch of the
notice of the meeting appointed for such election and ending no later than seven days prior to the date of such
meeting, there has been given to the Secretary of our Company notice in writing by a member of our Company
(not being the person to be proposed) entitled to attend and vote at the meeting for which such notice is given of
his intention to propose such person for election and also notice in writing signed by the person to be proposed of
his willingness to be elected.

There is no shareholding qualification for Directors nor is there any specified age limit for Directors.

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The office of a Director shall be vacated:

(i) if he resigns his office by notice in writing to our Company at its registered office or its principal
office in Hong Kong;

(ii) if an order is made by any competent court or official on the grounds that he is or may be suffering
from mental disorder or is otherwise incapable of managing his affairs and our Directors resolve
that his office be vacated;

(iii) if, without leave, he is absent from meetings of our Directors (unless an alternate Director
appointed by him attends) for 12 consecutive months, and our Directors resolve that his office be
vacated;

(iv) if he becomes bankrupt or has a receiving order made against him or suspends payment or
compounds with his creditors generally;

(v) if he ceases to be or is prohibited from being a Director by law or by virtue of any provision in the
Articles of Association;

(vi) if he is removed from office by notice in writing served upon him signed by not less than three-
fourths in number (or, if that is not a round number, the nearest lower round number) of our
Directors (including himself) for the time being then in office; or

(vii) if he shall be removed from office by an ordinary resolution of the members of our Company under
the Articles of Association.

At every annual general meeting of our Company one-third of our Directors for the time being, or, if their
number is not three or a multiple of three, then the number nearest to, but not less than, one-third, shall retire
from office by rotation provided that every Director (including those appointed for a specific term) shall be
subject to retirement by rotation at least once every three years. A retiring Director shall retain office until the
close of the meeting at which he retires and shall be eligible for re-election thereat. Our Company at any annual
general meeting at which any Directors retire may fill the vacated office by electing a like number of persons to
be Directors.

(i) Borrowing powers

Our Directors may from time to time at their discretion exercise all the powers of our Company to raise or
borrow or to secure the payment of any sum or sums of money for the purposes of our Company and to mortgage
or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof.

(j) Proceedings of our Board

Our Directors may meet together for the dispatch of business, adjourn and otherwise regulate their
meetings and proceedings as they think fit in any part of the world. Questions arising at any meeting shall be
determined by a majority of votes. In the case of an equality of votes, the chairman of the meeting shall have a
second or casting vote.

C. Alteration to constitutional documents

No alteration or amendment to the Memorandum or Articles of Association may be made except by


special resolution.

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D. Variation of rights of existing shares or classes of shares

If at any time the share capital of our Company is divided into different classes of shares, all or any of the
rights attached to any class of shares for the time being issued (unless otherwise provided for in the terms of issue
of the shares of that class) may, subject to the provisions of the Cayman Companies Law, be varied or abrogated
either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued
shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the
shares of that class. To every such separate meeting all the provisions of the Articles of Association relating to
general meetings shall mutatis mutandis apply, but so that the quorum for the purposes of any such separate
meeting and of any adjournment thereof shall be a person or persons together holding (or representing by proxy
or duly authorized representative) at the date of the relevant meeting not less than one-third in nominal value of
the issued shares of that class.

The special rights conferred upon the holders of shares of any class shall not, unless otherwise expressly
provided in the rights attaching to or the terms of issue of such shares, be deemed to be varied by the creation or
issue of further shares ranking pari passu therewith.

E. Alteration of capital

Our Company in general meeting may, from time to time, whether or not all the shares for the time being
authorized shall have been issued and whether or not all the shares for the time being issued shall have been fully
paid up, by ordinary resolution, increase its share capital by the creation of new shares, such new capital to be of
such amount and to be divided into shares of such respective amounts as the resolution shall prescribe.

Our Company may from time to time by ordinary resolution:A1.7(6)

(i) consolidate and divide all or any of its share capital into shares of larger amount than its existing
shares. On any consolidation of fully paid shares and division into shares of larger amount, our
Directors may settle any difficulty which may arise as they think expedient and in particular (but
without prejudice to the generality of the foregoing) may as between the holders of shares to be
consolidated determine which particular shares are to be consolidated into each consolidated share,
and if it shall happen that any person shall become entitled to fractions of a consolidated share or
shares, such fractions may be sold by some person appointed by our Directors for that purpose and
the person so appointed may transfer the shares so sold to the purchaser thereof and the validity of
such transfer shall not be questioned, and so that the net proceeds of such sale (after deduction of
the expenses of such sale) may either be distributed among the persons who would otherwise be
entitled to a fraction or fractions of a consolidated share or shares rateably in accordance with their
rights and interests or may be paid to our Company for our Company’s benefit;

(ii) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to
be taken by any person, and diminish the amount of its share capital by the amount of the shares so
cancelled subject to the provisions of the Cayman Companies Law; and

(iii) sub-divide its shares or any of them into shares of smaller amount than is fixed by the Memorandum
of Association, subject nevertheless to the provisions of the Cayman Companies Law, and so that the
resolution whereby any share is sub-divided may determine that, as between the holders of the shares
resulting from such sub-division, one or more of the shares may have any such preferred or other
special rights, over, or may have such deferred rights or be subject to any such restrictions as
compared with the others as our Company has power to attach to unissued or new shares.

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Our Company may by special resolution reduce its share capital or, any capital redemption reserve in any
manner authorized and subject to any conditions prescribed by the Cayman Companies Law.

F. Special resolution — majority required

A “special resolution” is defined in the Articles of Association to have the meaning ascribed thereto in the
Cayman Companies Law, for which purpose, the requisite majority shall be not less than three-fourths of the
votes of such members of our Company as, being entitled to do so, vote in person or, in the case of corporations,
by their duly authorized representatives or, where proxies are allowed, by proxy at a general meeting of which
notice specifying the intention to propose the resolution as a special resolution has been duly given and includes
a special resolution approved in writing by all of the members of our Company entitled to vote at a general
meeting of our Company in one or more instruments each signed by one or more of such members, and the
effective date of the special resolution so adopted shall be the date on which the instrument or the last of such
instruments (if more than one) is executed.

In contrast, an “ordinary resolution” is defined in the Articles of Association to mean a resolution passed
by a simple majority of the votes of such members of our Company as, being entitled to do so, vote in person or,
in the case of corporations, by their duly authorized representatives or, where proxies are allowed, by proxy at a
general meeting held in accordance with the Articles of Association and includes an ordinary resolution approved
in writing by all the members of our Company aforesaid.

G. Voting rights

Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class
or classes of shares, at any general meeting every member present in person (or, in the case of a member being a
corporation, by its duly authorized representative) or by proxy shall have one vote for each share registered in his
name in the register of members of our Company.

Where any member of our Company is, under the Listing Rules, required to abstain from voting on any
particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or
on behalf of such member in contravention of such requirement or restriction shall not be counted.

In the case of joint registered holders of any share, any one of such persons may vote at any meeting,
either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of
such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being
the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint
holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the
joint holders stand on the register in respect of the relevant joint holding.

A member of our Company in respect of whom an order has been made by any competent court or
official on the grounds that he is or may be suffering from mental disorder or is otherwise incapable of managing
his affairs may vote by any person authorized in such circumstances to do so and such person may vote by proxy.

Save as expressly provided in the Articles of Association or as otherwise determined by our Directors, no
person other than a member of our Company duly registered and who shall have paid all sums for the time being
due from him payable to our Company in respect of his shares shall be entitled to be present or to vote (save as
proxy for another member of our Company), or to be reckoned in a quorum, either personally or by proxy at any
general meeting.

At any general meeting a resolution put to the vote of the meeting shall be decided by way of a poll.

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If a recognized clearing house (or its nominee) is a member of our Company it may, by resolution of its
directors or other governing body or by power of attorney, authorize such person or persons as it thinks fit to act as
its proxy(ies) or representative(s) at any general meeting of our Company or at any general meeting of any class of
members of our Company provided that, if more than one person is so authorized, the authorization shall specify the
number and class of shares in respect of which each such person is so authorized. A person authorized pursuant to
this provision shall be entitled to exercise the same rights and powers on behalf of the recognized clearing house (or
its nominee) which he represents as that recognized clearing house (or its nominee) could exercise if it were an
individual member of our Company holding the number and class of shares specified in such authorization.

H. Annual general meetings

Our Company shall in each year hold a general meeting as its annual general meeting in addition to any
other general meeting in that year and shall specify the meeting as such in the notice calling it; and not more than
15 months (or such longer period as the Hong Kong Stock Exchange may authorize) shall elapse between the
date of one annual general meeting of our Company and that of the next.

I. Accounts and audit

Our Directors shall cause to be kept such books of account as are necessary to give a true and fair view of
the state of our Company’s affairs and to show and explain its transactions and otherwise in accordance with the
Cayman Companies Law.

Our Directors shall from time to time determine whether, and to what extent, and at what times and places
and under what conditions or regulations, the accounts and books of our Company, or any of them, shall be open
to the inspection of members of our Company (other than officers of our Company) and no such member shall
have any right of inspecting any accounts or books or documents of our Company except as conferred by the
Cayman Companies Law or any other relevant law or regulation or as authorized by our Directors or by our
Company in general meeting.

Our Directors shall, commencing with the first annual general meeting cause to be prepared and to be laid
before the members of our Company at every annual general meeting a profit and loss account for the period, in
the case of the first account, since the incorporation of our Company and, in any other case, since the preceding
account, together with a balance sheet as of the date at which the profit and loss account is made up and a
Director’s report with respect to the profit or loss of our Company for the period covered by the profit and loss
account and the state of our Company’s affairs as of the end of such period, an auditor’s report on such accounts
and such other reports and accounts as may be required by law. Copies of those documents to be laid before the
members of our Company at an annual general meeting shall not less than 21 days before the date of the meeting,
be sent in the manner in which notices may be served by our Company as provided in the Articles of Association
to every member of our Company and every holder of debentures of our Company provided that our Company
shall not be required to send copies of those documents to any person of whose address our Company is not
aware or to more than one of the joint holders of any shares or debentures.

Our Company shall at any annual general meeting appoint an auditor or auditors of our Company who
shall hold office until the next annual general meeting. The remuneration of the auditors shall be fixed by our
Company at the annual general meeting at which they are appointed provided that in respect of any particular
year our Company in general meeting may delegate the fixing of such remuneration to our Directors.

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J. Notice of meetings and business to be conducted thereat

An annual general meeting and any extraordinary general meeting called for the passing of a special
resolution shall be called by not less than 21 days’ notice in writing and any other extraordinary general meeting
shall be called by not less than 14 days’ notice in writing. The notice shall be inclusive of the day on which it is
served or deemed to be served and of the day for which it is given, and shall specify the time, place and agenda
of the meeting, particulars of the resolutions to be considered at the meeting and, in the case of special business,
the general nature of that business. The notice convening an annual general meeting shall specify the meeting as
such, and the notice convening a meeting to pass a special resolution shall specify the intention to propose the
resolution as a special resolution. Notice of every general meeting shall be given to the auditors and all members
of our Company (other than those who, under the provisions of the Articles of Association or the terms of issue
of the shares they hold, are not entitled to receive such notice from our Company).

Notwithstanding that a meeting of our Company is called by shorter notice than that mentioned above, it
shall be deemed to have been duly called if it is so agreed:

(a) in the case of a meeting called as an annual general meeting, by all members of our Company
entitled to attend and vote thereat or their proxies; and

(b) in the case of any other meeting, by a majority in number of the members having a right to attend
and vote at the meeting, being a majority together holding not less than 95 percent. in nominal value
of the shares giving that right.

All business shall be deemed special that is transacted at an extraordinary general meeting and also all
business shall be deemed special that is transacted at an annual general meeting with the exception of the
following, which shall be deemed ordinary business:

(a) the declaration and sanctioning of dividends;

(b) the consideration and adoption of the accounts and balance sheets and the reports of our Directors
and the auditors and other documents required to be annexed to the balance sheet;

(c) the election of Directors in place of those retiring;

(d) the appointment of auditors;

(e) the fixing of, or the determining of the method of fixing of, the remuneration of our Directors and of
the auditors;

(f) the granting of any mandate or authority to our Directors to offer, allot, grant options over or
otherwise dispose of the unissued shares of our Company representing not more than 20 percent. (or
such other percentage as may from time to time be specified in the Listing Rules) in nominal value
of its then existing issued share capital and the number of any securities repurchased pursuant to
sub-paragraph (g) below; and

(g) the granting of any mandate or authority to our Directors to repurchase securities of our Company.

K. Transfer of shares

Transfers of shares may be effected by an instrument of transfer in the usual common form or in such
other form as our Directors may approve which is consistent with the standard form of transfer as prescribed by
the Hong Kong Stock Exchange and approved by our Directors.

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APPENDIX V SUMMARY OF THE CONSTITUTION OF OUR COMPANY
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The instrument of transfer shall be executed by or on behalf of the transferor and, unless our Directors
otherwise determine, the transferee, and the transferor shall be deemed to remain the holder of the share until the
name of the transferee is entered in the register of members of our Company in respect thereof. All instruments
of transfer shall be retained by our Company.

Our Directors may refuse to register any transfer of any share which is not fully paid up or on which our
Company has a lien. Our Directors may also decline to register any transfer of any shares unless:

(a) the instrument of transfer is lodged with our Company accompanied by the certificate for the shares
to which it relates (which shall upon the registration of the transfer be cancelled) and such other
evidence as our Directors may reasonably require to show the right of the transferor to make the
transfer;

(b) the instrument of transfer is in respect of only one class of share;

(c) the instrument of transfer is properly stamped (in circumstances where stamping is required);

(d) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be
transferred does not exceed four;

(e) the shares concerned are free of any lien in favor of our Company; and

(f) a fee of such maximum as the Hong Kong Stock Exchange may from time to time determine to be
payable (or such lesser sum as our Directors may from time to time require) is paid to our Company
in respect thereof.

If our Directors refuse to register a transfer of any share they shall, within two months after the date on
which the instrument of transfer was lodged with our Company, send to each of the transferor and the transferee
notice of such refusal.

The registration of transfers may, on 14 days’ notice being given by advertisement on the Hong Kong
Stock Exchange’s website or, subject to the Listing Rules, by electronic communication in the manner in which
notices may be served by our Company by electronic means as provided in the Articles of Association, or by
advertisement published in the newspapers be suspended and the register of members of our Company closed at
such times for such periods as our Directors may from time to time determine, provided that the registration of
transfers shall not be suspended or the register closed for more than 30 days in any year (or such longer period as
the members of our Company may by ordinary resolution determine provided that such period shall not be
extended beyond 60 days in any year).

L. Power of our Company to purchase its own shares

Our Company is empowered by the Cayman Companies Law and the Articles of Association to purchase
its own shares subject to certain restrictions and our Directors may only exercise this power on behalf of our
Company subject to the authority of its members in general meeting as to the manner in which they do so and to
any applicable requirements imposed from time to time by the Hong Kong Stock Exchange and SFC.

M. Power of any subsidiary of our Company to own shares

There are no provisions in the Articles of Association relating to the ownership of shares by a subsidiary.

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N. Dividends and other methods of distributions

Subject to the Cayman Companies Law and Articles of Association, our Company in general meeting
may declare dividends in any currency but no dividends shall exceed the amount recommended by our Directors.
No dividend may be declared or paid other than out of profits and reserves of our Company lawfully available for
distribution, including share premium.

Unless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise
provide, all dividends shall (as regards any shares not fully paid throughout the period in respect of which the
dividend is paid) be apportioned and paid pro rata according to the amounts paid up on the shares during any
portion or portions of the period in respect of which the dividend is paid. For these purposes no amount paid up
on a share in advance of calls shall be treated as paid up on the share.

Our Directors may from time to time pay to the members of our Company such interim dividends as
appear to our Directors to be justified by the profits of our Company. Our Directors may also pay half-yearly or
at other intervals to be selected by them at a fixed rate if they are of the opinion that the profits available for
distribution justify the payment.

Our Directors may retain any dividends or other moneys payable on or in respect of a share upon which
our Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or
engagements in respect of which the lien exists. Our Directors may also deduct from any dividend or other
monies payable to any member of our Company all sums of money (if any) presently payable by him to our
Company on account of calls, installments or otherwise.

No dividend shall carry interest against our Company.

Whenever our Directors or our Company in general meeting have resolved that a dividend be paid or
declared on the share capital of our Company, our Directors may further resolve: (a) that such dividend be
satisfied wholly or in part in the form of an allotment of shares credited as fully paid up on the basis that the
shares so allotted are to be of the same class as the class already held by the allottee, provided that the members
of our Company entitled thereto will be entitled to elect to receive such dividend (or part thereof) in cash in lieu
of such allotment; or (b) that the members of our Company entitled to such dividend will be entitled to elect to
receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as our
Directors may think fit on the basis that the shares so allotted are to be of the same class as the class already held
by the allottee. Our Company may upon the recommendation of our Directors by ordinary resolution resolve in
respect of any one particular dividend of our Company that notwithstanding the foregoing a dividend may be
satisfied wholly in the form of an allotment of shares credited as fully paid without offering any right to members
of our Company to elect to receive such dividend in cash in lieu of such allotment.

Any dividend, interest or other sum payable in cash to a holder of shares may be paid by check or warrant
sent through the post addressed to the registered address of the member of our Company entitled, or in the case
of joint holders, to the registered address of the person whose name stands first in the register of members of our
Company in respect of the joint holding to such person and to such address as the holder or joint holders may in
writing direct. Every check or warrant so sent shall be made payable to the order of the holder or, in the case of
joint holders, to the order of the holder whose name stands first on the register of members of our Company in
respect of such shares, and shall be sent at his or their risk and the payment of any such check or warrant by the
bank on which it is drawn shall operate as a good discharge to our Company in respect of the dividend and/or
bonus represented thereby, notwithstanding that it may subsequently appear that the same has been stolen or that
any endorsement thereon has been forged. Our Company may cease sending such checks for dividend
entitlements or dividend warrants by post if such checks or warrants have been left uncashed on two consecutive

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occasions. However, our Company may exercise its power to cease sending checks for dividend entitlements or
dividend warrants after the first occasion on which such a check or warrant is returned undelivered. Any one of
two or more joint holders may give effectual receipts for any dividends or other moneys payable or property
distributable in respect of the shares held by such joint holders.

Any dividend unclaimed for six years from the date of declaration of such dividend may be forfeited by
our Directors and shall revert to our Company.

Our Directors may, with the sanction of the members of our Company in general meeting, direct that any
dividend be satisfied wholly or in part by the distribution of specific assets of any kind, and in particular of paid
up shares, debentures or warrants to subscribe securities of any other company, and where any difficulty arises in
regard to such distribution our Directors may settle it as they think expedient, and in particular may disregard
fractional entitlements, round the same up or down or provide that the same shall accrue to the benefit of our
Company, and may fix the value for distribution of such specific assets and may determine that cash payments
shall be made to any members of our Company upon the footing of the value so fixed in order to adjust the rights
of all parties, and may vest any such specific assets in trustees as may seem expedient to our Directors.

O. Proxies

Any member of our Company entitled to attend and vote at a meeting of our Company shall be entitled to
appoint another person who must be an individual as his proxy to attend and vote instead of him and a proxy so
appointed shall have the same right as the member to speak at the meeting. A proxy need not be a member of our
Company.

Instruments of proxy shall be in common form or in such other form as our Directors may from time to
time approve provided that it shall enable a member to instruct his proxy to vote in favor of or against (or in
default of instructions or in the event of conflicting instructions, to exercise his discretion in respect of) each
resolution to be proposed at the meeting to which the form of proxy relates. The instrument of proxy shall be
deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given as
the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any
adjournment of the meeting as for the meeting to which it relates provided that the meeting was originally held
within 12 months from such date.

The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney
authorized in writing or if the appointer is a corporation either under its seal or under the hand of an officer,
attorney or other person authorized to sign the same.

The instrument appointing a proxy and (if required by our Directors) the power of attorney or other
authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be
delivered at the registered office of our Company (or at such other place as may be specified in the notice
convening the meeting or in any notice of any adjournment or, in either case, in any document sent therewith) not
less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person
named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or
adjourned meeting, not less than 48 hours before the time appointed for the taking of the poll and in default the
instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the
expiration of 12 months from the date named in it as the date of its execution. Delivery of any instrument
appointing a proxy shall not preclude a member of our Company from attending and voting in person at the
meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

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APPENDIX V SUMMARY OF THE CONSTITUTION OF OUR COMPANY
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P. Calls on shares and forfeiture of shares

Our Directors may from time to time make calls upon the members of our Company in respect of any
moneys unpaid on their shares (whether on account of the nominal amount of the shares or by way of premium)
and not by the conditions of allotment thereof made payable at fixed times and each member of our Company
shall (subject to our Company serving upon him at least 14 days’ notice specifying the time and place of
payment) pay to our Company at the time and place so specified the amount called on his shares. A call may be
revoked or postponed as our Directors may determine. A person upon whom a call is made shall remain liable on
such call notwithstanding the subsequent transfer of the shares in respect of which the call was made.

A call may be made payable either in one sum or by installments and shall be deemed to have been made
at the time when the resolution of our Directors authorizing the call was passed. The joint holders of a share shall
be jointly and severally liable to pay all calls and installments due in respect of such share or other moneys due in
respect thereof.

If a sum called in respect of a share shall not be paid before or on the day appointed for payment thereof,
the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof
to the time of actual payment at such rate, not exceeding 15 percent. per annum, as our Directors may determine,
but our Directors shall be at liberty to waive payment of such interest wholly or in part.

If any call or installment of a call remains unpaid on any share after the day appointed for payment
thereof, our Directors may at any time during such time as any part thereof remains unpaid serve a notice on the
holder of such shares requiring payment of so much of the call or installment as is unpaid together with any
interest which may be accrued and which may still accrue up to the date of actual payment.

The notice shall name a further day (not being less than 14 days from the date of service of the notice) on
or before which, and the place where, the payment required by the notice is to be made, and shall state that in the
event of non-payment on or before the time and at the place appointed, the shares in respect of which such call
was made or installment is unpaid will be liable to be forfeited.

If the requirements of such notice are not complied with, any share in respect of which such notice has
been given may at any time thereafter, before payment of all calls or installments and interest due in respect
thereof has been made, be forfeited by a resolution of our Directors to that effect. Such forfeiture shall include all
dividends and bonuses declared in respect of the forfeited shares and not actually paid before the forfeiture. A
forfeited share shall be deemed to be the property of our Company and may be sold, re-allotted or otherwise
disposed of.

A person whose shares have been forfeited shall cease to be a member of our Company in respect of the
forfeited shares but shall, notwithstanding the forfeiture, remain liable to pay to our Company all moneys which
at the date of forfeiture were payable by him to our Company in respect of the shares, together with (if our
Directors shall in their discretion so require) interest thereon at such rate not exceeding 15 percent. per annum as
our Directors may prescribe from the date of forfeiture until payment, and our Directors may enforce payment
thereof without being under any obligation to make any allowance for the value of the shares forfeited, at the date
of forfeiture.

Q. Inspection of register of members

The register of members of our Company shall be kept in such manner as to show at all times the
members of our Company for the time being and the shares respectively held by them. The register may, on 14
days’ notice being given by advertisement published on the Hong Kong Stock Exchange’s website, or subject to

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the Listing Rules, by electronic communication in the manner in which notices may be served by our Company
by electronic means as provided in the Articles of Association or by advertisement published in the newspapers
be closed at such times and for such periods as our Directors may from time to time determine either generally or
in respect of any class of shares, provided that the register shall not be closed for more than 30 days in any year
(or such longer period as the members of our Company may by ordinary resolution determine provided that such
period shall not be extended beyond 60 days in any year).

Any register of members kept in Hong Kong shall during normal business hours (subject to such
reasonable restrictions as our Directors may impose) be open to inspection by any member of our Company
without charge and by any other person on payment of such fee not exceeding HK$2.50 (or such higher amount
as may from time to time be permitted under the Listing Rules) as our Directors may determine for each
inspection.

R. Quorum for meetings and separate class meetings

No business shall be transacted at any general meeting unless a quorum is present when the meeting
proceeds to business, but the absence of a quorum shall not preclude the appointment, choice or election of a
chairman which shall not be treated as part of the business of the meeting.

Two members of our Company present in person or by proxy shall be a quorum provided always that if our
Company has only one member of record the quorum shall be that one member present in person or by proxy.

A corporation being a member of our Company shall be deemed for the purpose of the Articles of
Association to be present in person if represented by its duly authorized representative being the person
appointed by resolution of the directors or other governing body of such corporation or by power of attorney to
act as its representative at the relevant general meeting of our Company or at any relevant general meeting of any
class of members of our Company.

The quorum for a separate general meeting of the holders of a separate class of shares of our Company is
described in sub-paragraph D. above.

S. Rights of minorities in relation to fraud or oppression

There are no provisions in the Articles of Association concerning the rights of minority shareholders in
relation to fraud or oppression.

T. Procedure on liquidation

If our Company shall be wound up, and the assets available for distribution amongst the members of our
Company as such shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed so
that, as nearly as may be, the losses shall be borne by the members of our Company in proportion to the capital
paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by
them respectively. And if in a winding up the assets available for distribution amongst the members of our
Company shall be more than sufficient to repay the whole of the capital paid up at the commencement of the
winding up, the excess shall be distributed amongst the members of our Company in proportion to the capital
paid up at the commencement of the winding up on the shares held by them respectively. The foregoing is
without prejudice to the rights of the holders of shares issued upon special terms and conditions.

If our Company shall be wound up, the liquidator may with the sanction of a special resolution of our
Company and any other sanction required by the Cayman Companies Law, divide amongst the members of our

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APPENDIX V SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN COMPANIES LAW

Company in specie or kind the whole or any part of the assets of our Company (whether they shall consist of
property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to
be divided as aforesaid and may determine how such division shall be carried out as between the members or
different classes of members of our Company. The liquidator may, with the like sanction, vest the whole or any part
of such assets in trustees upon such trusts for the benefit of the members of our Company as the liquidator, with the
like sanction and subject to the Cayman Companies Law, shall think fit, but so that no member of our Company
shall be compelled to accept any assets, shares or other securities in respect of which there is a liability.

U. Untraceable members

Our Company shall be entitled to sell any shares of a member of our Company or the shares to which a
person is entitled by virtue of transmission on death or bankruptcy or operation of law if: (i) all checks or
warrants, not being less than three in number, for any sums payable in cash to the holder of such shares have
remained uncashed for a period of 12 years; (ii) our Company has not during that time or before the expiry of the
three month period referred to in (iv) below received any indication of the whereabouts or existence of the
member; (iii) during the 12 year period, at least three dividends in respect of the shares in question have become
payable and no dividend during that period has been claimed by the member; and (iv) upon expiry of the 12 year
period, our Company has caused an advertisement to be published in the newspapers or subject to the Listing
Rules, by electronic communication in the manner in which notices may be served by our Company by electronic
means as provided in the Articles of Association, giving notice of its intention to sell such shares and a period of
three months has elapsed since such advertisement and the Hong Kong Stock Exchange has been notified of such
intention. The net proceeds of any such sale shall belong to our Company and upon receipt by our Company of
such net proceeds it shall become indebted to the former member for an amount equal to such net proceeds.

SUMMARY OF CAYMAN ISLANDS COMPANY LAW AND TAXATION

A. Introduction

The Cayman Companies Law is derived, to a large extent, from the older Companies Acts of England,
although there are significant differences between the Cayman Companies Law and the current Companies Act
of England. Set out below is a summary of certain provisions of the Cayman Companies Law, although this does
not purport to contain all applicable qualifications and exceptions or to be a complete review of all matters of
corporate law and taxation which may differ from equivalent provisions in jurisdictions with which interested
parties may be more familiar.

B. Incorporation

Our Company was incorporated in the Cayman Islands as an exempted company with limited liability on
July 14, 2006 under the Cayman Companies Law. As such, its operations must be conducted mainly outside the
Cayman Islands. Our Company is required to file an annual return each year with the Registrar of Companies of
the Cayman Islands and pay a fee which is based on the size of its authorized share capital.

C. Share capital

The Cayman Companies Law permits a company to issue ordinary shares, preference shares, redeemable
shares or any combination thereof.

The Cayman Companies Law provides that where a company issues shares at a premium, whether for
cash or otherwise, a sum equal to the aggregate amount of the value of the premia on those shares shall be
transferred to an account called the “share premium account.” At the option of a company, these provisions may

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APPENDIX V SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN COMPANIES LAW

not apply to premia on shares of that company allotted pursuant to any arrangement in consideration of the
acquisition or cancellation of shares in any other company and issued at a premium. The Cayman Companies
Law provides that the share premium account may be applied by a company, subject to the provisions, if any, of
its memorandum and articles of association, in such manner as our Company may from time to time determine
including, but without limitation:

(a) paying distributions or dividends to members;

(b) paying up unissued shares of our Company to be issued to members as fully paid bonus shares;

(c) in the redemption and repurchase of shares (subject to the provisions of section 37 of the Cayman
Companies Law);

(d) writing-off the preliminary expenses of our Company;

(e) writing-off the expenses of, or the commission paid or discount allowed on, any issue of shares or
debentures of our Company; and

(f) providing for the premium payable on redemption or purchase of any shares or debentures of our
Company.

No distribution or dividend may be paid to members out of the share premium account unless
immediately following the date on which the distribution or dividend is proposed to be paid our Company will be
able to pay its debts as they fall due in the ordinary course of business.

The Cayman Companies Law provides that, subject to confirmation by the Grand Court of the Cayman
Islands, a company limited by shares or a company limited by guarantee and having a share capital may, if so
authorized by its articles of association, by special resolution reduce its share capital in any way.

Subject to the detailed provisions of the Cayman Companies Law, a company limited by shares or a
company limited by guarantee and having a share capital may, if so authorized by its articles of association, issue
shares which are to be redeemed or are liable to be redeemed at the option of our Company or a shareholder. In
addition, such a company may, if authorized to do so by its articles of association, purchase its own shares,
including any redeemable shares. However, if the articles of association do not authorize the manner of purchase,
a company cannot purchase any of its own shares unless the manner of purchase has first been authorized by an
ordinary resolution of our Company. At no time may a company redeem or purchase its shares unless they are
fully paid. A company may not redeem or purchase any of its shares if, as a result of the redemption or purchase,
there would no longer be any member of our Company holding shares. A payment out of capital by a company
for the redemption or purchase of its own shares is not lawful unless immediately following the date on which
the payment is proposed to be made, our Company shall be able to pay its debts as they fall due in the ordinary
course of business.

There is no statutory restriction in the Cayman Islands on the provision of financial assistance by a
company for the purchase of, or subscription for, its own or its holding company’s shares. Accordingly, a
company may provide financial assistance if our Directors of our Company consider, in discharging their duties
of care and to act in good faith, for a proper purpose and in the interests of our Company, that such assistance can
properly be given. Such assistance should be on an arm’s-length basis.

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APPENDIX V SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN COMPANIES LAW

D. Dividends and distributions

With the exception of section 34 of the Cayman Companies Law, there are no statutory provisions
relating to the payment of dividends. Based upon English case law which is likely to be persuasive in the
Cayman Islands in this area, dividends may be paid only out of profits. In addition, section 34 of the Cayman
Companies Law permits, subject to a solvency test and the provisions, if any, of our Company’s memorandum
and articles of association, the payment of dividends and distributions out of the share premium account (see C
above for further details).

E. Shareholders’ suits

The Cayman Islands courts can be expected to follow English case law precedents. The rule in Foss v.
Harbottle (and the exceptions thereto which permit a minority shareholder to commence a class action against or
derivative actions in the name of our Company to challenge (a) an act which is ultra vires our Company or
illegal, (b) an act which constitutes a fraud against the minority where the wrongdoers are themselves in control
of our Company, and (c) an action which requires a resolution with a qualified (or special) majority which has
not been obtained) has been applied and followed by the courts in the Cayman Islands.

F. Protection of minorities

In the case of a company (not being a bank) having a share capital divided into shares, the Grand Court of
the Cayman Islands may, on the application of members holding not less than one fifth of the shares of our
Company in issue, appoint an inspector to examine into the affairs of our Company and to report thereon in such
manner as the Grand Court shall direct.

Any shareholder of a company may petition the Grand Court of the Cayman Islands which may make a
winding up order if the court is of the opinion that it is just and equitable that our Company should be wound up.

Claims against a company by its shareholders must, as a general rule, be based on the general laws of
contract or tort applicable in the Cayman Islands or their individual rights as shareholders as established by our
Company’s memorandum and articles of association.

The English common law rule that the majority will not be permitted to commit a fraud on the minority
has been applied and followed by the courts of the Cayman Islands.

G. Disposal of assets

The Cayman Companies Law contains no specific restrictions on the powers of directors to dispose of
assets of a company. As a matter of general law, in the exercise of those powers, the directors must discharge
their duties of care and to act in good faith, for a proper purpose and in the interests of our Company.

H. Accounting and auditing requirements

The Cayman Companies Law requires that a company shall cause to be kept proper books of account with
respect to:

(a) all sums of money received and expended by our Company and the matters in respect of which the
receipt and expenditure takes place;

(b) all sales and purchases of goods by our Company; and

(c) the assets and liabilities of our Company.

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APPENDIX V SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN COMPANIES LAW

Proper books of account shall not be deemed to be kept if there are not kept such books as are necessary
to give a true and fair view of the state of our Company’s affairs and to explain its transactions.

I. Register of members

An exempted company may, subject to the provisions of its articles of association, maintain its principal
register of members and any branch registers at such locations, whether within or without the Cayman Islands, as
its directors may, from time to time, think fit. There is no requirement under the Cayman Companies Law for an
exempted company to make any returns of members to the Registrar of Companies in the Cayman Islands. The
names and addresses of the members are, accordingly, not a matter of public record and are not available for
public inspection.

J. Inspection of books and records

Members of a company will have no general right under the Cayman Companies Law to inspect or obtain
copies of the register of members or corporate records of our Company. They will, however, have such rights as
may be set out in our Company’s articles of association.

K. Special resolutions

The Cayman Companies Law provides that a resolution is a special resolution when it has been passed by a
majority of not less than two-thirds (or such greater number as may be specified in the articles of association of our
Company) of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a
general meeting of which notice specifying the intention to propose the resolution as a special resolution has been
duly given. Written resolutions signed by all the members entitled to vote for the time being of our Company may
take effect as special resolutions if this is authorized by the articles of association of our Company.

L. Subsidiary owning shares in parent

The Cayman Companies Law does not prohibit a Cayman Islands company acquiring and holding shares
in its parent company provided its objects so permit. The directors of any subsidiary making such acquisition
must discharge their duties of care and to act in good faith, for a proper purpose and in the interests of the
subsidiary.

M. Reconstructions

There are statutory provisions which facilitate reconstructions and amalgamations approved by a majority
in number representing 75 percent. in value of shareholders or creditors, depending on the circumstances, as are
present at a meeting called for such purpose and thereafter sanctioned by the Grand Court of the Cayman Islands.
Whilst a dissenting shareholder would have the right to express to the Grand Court his view that the transaction
for which approval is sought would not provide the shareholders with a fair value for their shares, the Grand
Court of the Cayman Islands is unlikely to disapprove the transaction on that ground alone in the absence of
evidence of fraud or bad faith on behalf of management and if the transaction were approved and consummated
the dissenting shareholder would have no rights comparable to the appraisal rights (i.e. the right to receive
payment in cash for the judicially determined value of his shares) ordinarily available, for example, to dissenting
shareholders of United States corporations.

N. Take-overs

Where an offer is made by a company for the shares of another company and, within four months of the
offer, the holders of not less than 90 percent. of the shares which are the subject of the offer accept, the offeror

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APPENDIX V SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN COMPANIES LAW

may at any time within two months after the expiration of the said four months, by notice require the dissenting
shareholders to transfer their shares on the terms of the offer. A dissenting shareholder may apply to the Grand
Court of the Cayman Islands within one month of the notice objecting to the transfer. The burden is on the
dissenting shareholder to show that the Grand Court should exercise its discretion, which it will be unlikely to do
unless there is evidence of fraud or bad faith or collusion as between the offeror and the holders of the shares
who have accepted the offer as a means of unfairly forcing out minority shareholders.

O. Indemnification

Cayman Islands law does not limit the extent to which a company’s articles of association may provide
for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman
Islands courts to be contrary to public policy (e.g. for purporting to provide indemnification against the
consequences of committing a crime).

P. Liquidation

A company may be placed in liquidation compulsorily by an order of the court, or voluntarily (i) by a
special resolution of its members if our Company is solvent or (ii) by an ordinary resolution of its members if our
Company is insolvent. The liquidator’s duties are to collect the assets of our Company (including the amount (if
any) due from the contributories (shareholders)), settle the list of creditors and discharge our Company’s liability to
them, rateably if insufficient assets exist to discharge the liabilities in full, and to settle the list of contributories and
divide the surplus assets (if any) amongst them in accordance with the rights attaching to the shares.

Q. Stamp duty on transfers

No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies
except those which hold interests in land in the Cayman Islands.

R. Taxation

Pursuant to section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, our Company
has obtained an undertaking from the Governor in Council:

(1) that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income,
gains or appreciations shall apply to our Company or its operations; and

(2) in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the
nature of estate duty or inheritance tax shall be payable by our Company:

(i) on or in respect of the shares, debentures or other obligations of our Company; or

(ii) by way of the withholding in whole or in part of any relevant payment as defined in
Section 6(3) of the Tax Concessions Law (1999 Revision).

The undertaking is for a period of twenty years from July 13, 2010.

The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income,
gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. There are no other
taxes likely to be material to our Company levied by the Government of the Cayman Islands save certain stamp
duties which may be applicable, from time to time, on certain instruments executed in or brought within the
jurisdiction of the Cayman Islands. The Cayman Islands are not party to any double tax treaties.

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APPENDIX V SUMMARY OF THE CONSTITUTION OF OUR COMPANY
AND CAYMAN COMPANIES LAW

S. Exchange control

There are no exchange control regulations or currency restrictions in the Cayman Islands.

T. General

Maples and Calder, our Company’s legal advisers on Cayman Islands law, have sent to our Company a
letter of advice summarizing aspects of Cayman Islands company law. This letter, together with a copy of the
Cayman Companies Law, is available for inspection as referred to in “Documents delivered to the Registrar of
Companies and available for inspection” in Appendix VII to this prospectus. Any person wishing to have a
detailed summary of Cayman Islands company law or advice on the differences between it and the laws of any
jurisdiction with which he/she is more familiar is recommended to seek independent legal advice.

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APPENDIX VI STATUTORY AND GENERAL INFORMATION

A. FURTHER INFORMATION ABOUT OUR GROUP

1. Incorporation

Our Company was incorporated in the Cayman Islands as an exempted company with limited liability on
July 14, 2006 under the Cayman Companies Law. Our registered address is at PO Box 309, Ugland House,
Grand Cayman, KY1-1104, Cayman Islands. We have registered a place of business in Hong Kong at Level 28,
Three Pacific Place, 1 Queen’s Road East, Hong Kong and have been registered as an overseas company under
Part XI of the Companies Ordinance. Ms. Yee Har Susan, Lo and Ms. Man Yee Chu have been appointed as our
agent for the acceptance of service of process and notices in Hong Kong. The address for service of process on
our Company in Hong Kong is the same as its registered place of business in Hong Kong set out above. As we
are incorporated in the Cayman Islands, our corporate structure, our Memorandum of Association and Articles of
Association are subject to the relevant laws of the Cayman Islands. A summary of the relevant provisions of our
Memorandum of Association and Articles of Association and certain relevant aspects of Cayman Islands
Companies Law are set out in Appendix V to this prospectus.

2. Changes in share capital of our Group

Our Company

At the date of our incorporation, the authorized share capital of our Company was US$50,000 divided
into 500,000,000 shares of a par value of US$0.0001 each. The following sets out the changes in our Company’s
authorized share capital since the date of its incorporation:

Š On August 21, 2006, our Company passed a special resolution adopting the current Memorandum
and Articles of Association of our Company, under which the authorized share capital is US$50,000
divided into 498,770,183 ordinary share and 1,229,817 preference shares of a par value of
US$0.0001 each.

Š On September 3, 2010, our Company passed an ordinary resolution that, immediately upon the
completion of the Global Offering, each of the 498,770,183 issued and unissued ordinary Shares of
the Company with a par value of US$0.0001 each be subdivided into 10 ordinary Shares with a par
value of US$0.00001 each, so that thereafter, the total number of ordinary Shares is 4,987,701,830
ordinary Shares with a par value of US$0.00001 each and that, immediately upon the completion of
the Global Offering, each of the 1,229,817 issued and unissued preference Shares with a par value of
US$0.0001 each be subdivided into 10 preference shares with a par value of US$0.00001 each, so
that thereafter, the total number of preference Shares is 12,298,170 preference Shares with a par
value of US$0.00001 each such that, following the above share split, the authorized share capital of
our Company is US$50,000 divided into 4,987,701,830 ordinary shares with a par value of
US$0.00001 each and 12,298,170 preference shares with a par value of US$0.00001 each.

Š On September 3, 2010, our Company passed an ordinary resolution that, immediately following the
automatic conversion of all issued and outstanding preference Shares of the Company into ordinary
Shares of the Company upon completion of the Global Offering pursuant to and in accordance with
Article 137 of the Articles of Association of the Company:

(a) all of the 12,298,170 authorized but unissued preference Shares of the Company having a par
value of US$0.00001 each (being Shares which have not been taken or agreed to be taken by
any person) shall be cancelled in accordance with Section 13(1)(e) of the Companies Law
(2010 Revision), and the amount of the authorized share capital of the Company shall be
diminished by the amount of the shares so cancelled, such that following such cancellation the

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APPENDIX VI STATUTORY AND GENERAL INFORMATION

authorized share capital of our Company shall be US$49,877.0183 divided into 4,987,701,830
ordinary Shares with a par value of US$0.00001 each; and

(b) the authorized share capital of our Company be increased from US$49,877.0183 divided into
4,987,701,830 ordinary Shares with a par value of US$0.00001 each to US$50,000 divided into
5,000,000,000 ordinary Shares with a par value of US$0.00001 each by the creation of
12,298,170 ordinary Shares with a par value of US$0.00001 each to rank pari passu in all
respects with the existing ordinary Shares.

Save as disclosed in this Appendix, there has been no alteration in our Company’s share capital since the
date of our incorporation.

Our subsidiaries

The list of our subsidiaries are set out in “Accountants’ Report” in Appendix I to this prospectus. The
following alterations in the share capital (or registered capital, as the case maybe) of our subsidiaries have taken
place within the two years preceding the date of this prospectus:

Capital before Capital after


Name of subsidiary Date of change increase/decrease increase/decrease

MP Orthopedics August 18, 2009 RMB20,000,000 RMB45,000,000


MP Lifesciences Beijing September 3, 2008 RMB500,000 RMB3,000,000

Save as aforesaid, there has been no other alteration in the share capital of the subsidiaries of our
Company in the two years preceding the date of this prospectus.

3. Resolutions of our shareholders

Pursuant to the resolutions passed by our Shareholders at an extraordinary general meeting held on
September 3, 2010, it was resolved, among other things:

(a) the authorized share capital of our Company being US$50,000 divided into 4,987,701,830 ordinary
shares with a par value of US$0.00001 each and 12,298,170 preference shares with a par value of
US$0.00001 each;

(b) our Company approved and conditionally adopted our new Memorandum and Articles of
Association, the terms of which are summarized in Appendix V to this prospectus;

(c) subject to the conditions stated in “Structure of the Global Offering — Conditions of the Hong Kong
Public Offering” in this prospectus being fulfilled or waived:

(1) the Global Offering and our Directors were authorized to allot and issue, and to approve the
transfer of, such number of Shares in connection with the Global Offering and any exercise of
the Over-allotment Option as they are fit, on and subject to the terms and conditions stated in
this prospectus and in the relevant Application Forms;

(2) conditional further on the Listing Committee granting approval of our Share Option Scheme,
the rules of our Share Option Scheme were approved and adopted, and our Directors or any
committee thereof established by our Board were authorized, at their sole discretion, to make
such further changes to our Share Option Scheme as requested by the Hong Kong Stock
Exchange and which they deem necessary and/or desirable and at their absolute discretion to

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APPENDIX VI STATUTORY AND GENERAL INFORMATION

grant options to subscribe for Shares thereunder up to the limits referred to in our Share Option
Scheme and or allot, issue and deal with Shares pursuant to the exercise of any option which
may be granted under our Share Option Scheme and to take all such action as they consider
necessary, desirable or expedient to implement or give effect to our Share Option Scheme,
subject to the conditions therein;

(3) a general unconditional mandate was given to our Directors to allot, issue and deal with Shares
(otherwise than pursuant to, or in consequence of, the Global Offering, a rights issue or
pursuant to the exercise of any subscription rights which may be granted under our Share
Option Scheme or any scrip dividend scheme or similar arrangements, any adjustment of rights
to subscribe for Shares under options and warrants or a special authority granted by our
Shareholders or an issue of Shares in lieu of the whole or part of a dividend on Shares in
accordance with the Articles of Association) with an aggregate nominal value of not more than
the sum of:

• 20% of the aggregate nominal value of our Share capital in issue immediately following the
completion of the Global Offering but before any exercise of the Over-allotment Option;
and

• the nominal amount of the Share capital of our Company repurchased by us (if any);

(4) a general unconditional mandate was given to our Directors to exercise all the powers of our
Company to repurchase Shares to be listed on the Hong Kong Stock Exchange with a total
nominal value of not more than 10% of the aggregate nominal amount of our Company’s Share
capital in issue immediately following the completion of the Global Offering but before any
exercise of the Over-allotment Option; and

(5) the general unconditional mandate as mentioned in paragraph (3) above was extended by the
addition to the aggregate nominal amount of the Shares which may be allotted and issued or
agreed to be allotted and issued by our Directors pursuant to such general mandate of an
amount representing the aggregate nominal value of the share capital purchased by our
Company pursuant to the mandate to repurchase Shares referred to in paragraph (4) above.

Each of the general mandates referred to in paragraphs (3), (4) and (5) above will remain in effect until
whichever is the earliest of (i) the conclusion of the next annual general meeting of our Company; (ii) the
expiration of the period within which the next annual general meeting of our Company is required to be held by
any applicable law or the Articles of Association; or (iii) the date on which such mandate is revoked or varied by
an ordinary resolution of the shareholders of our Company in a general meeting.

4. The Reorganization

In 2006, the members of our Group underwent the Reorganization to rationalize the business and the
structure of our Group in anticipation of the Global Offering. For information relating to our Reorganization,
please see “Company History and Reorganization — Reorganization” in this prospectus.

Following the Reorganization, our Company became the ultimate holding company of our principal
operating subsidiaries.

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APPENDIX VI STATUTORY AND GENERAL INFORMATION

5. Repurchases of our own securities

This section includes information relating to the repurchase of our Shares, including information required
by the Hong Kong Stock Exchange to be included in this prospectus concerning such repurchase.

(a) Relevant Legal and Regulatory Requirements

The Listing Rules permit our Shareholders to grant to our Directors a general mandate to repurchase our
Shares that are listed on the Hong Kong Stock Exchange. Such mandate is required to be given by way of an
ordinary resolution passed by our Shareholders in a general meeting.

(b) Shareholder Approval

All proposed repurchases of Shares (which must be fully paid up) must be approved in advance by
ordinary resolutions of our Shareholders in a general meeting, either by way of general mandate or by specific
approval of a particular transaction.

On September 3, 2010, our Directors were granted a general unconditional mandate to repurchase up to
10% of the aggregate nominal value of the share capital of our Company in issue immediately following the
Global Offering on the Hong Kong Stock Exchange or on any other stock exchange on which our securities may
be listed and which is recognized by the SFC and the Hong Kong Stock Exchange for this purpose. This mandate
will expire at the earliest of (i) the conclusion of our next annual shareholders’ general meeting, (ii) the date by
which our next shareholders’ general meeting is required by applicable laws and our Articles of Association to be
held, or (iii) such mandate being revoked or varied by ordinary resolutions of our Shareholders in a general
meeting (the “Relevant Period”).

(c) Source of Funds

Our repurchase of the Shares listed on the Hong Kong Stock Exchange must be funded out of funds
legally available for the purpose in accordance with our Memorandum of Association and Articles of Association
and the applicable laws of the Cayman Islands. We may not repurchase our Shares on the Hong Kong Stock
Exchange for consideration other than cash or for settlement otherwise than in accordance with the trading rules
of the Hong Kong Stock Exchange. Subject to the foregoing, we may make repurchases with funds which would
otherwise be available for dividend or distribution or out of an issue of new Shares for the purpose of the
repurchase.

(d) Reasons for Repurchases

Our Directors believe that it is in our and our Shareholders’ best interests for our Directors to have
general authority to execute repurchases of our shares in the market. Such repurchases may, depending on market
conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or
earnings per Share and will only be made where our Directors believe that such repurchases will benefit us and
our Shareholders.

(e) Funding of Repurchases

In repurchasing securities, we may only apply funds legally available for such purpose in accordance with
our Memorandum of Association and Articles of Association, the applicable laws of the Cayman Islands and the
Listing Rules.

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APPENDIX VI STATUTORY AND GENERAL INFORMATION

On the basis of the current financial position of our Company as disclosed in this prospectus and taking
into account the current working capital position of our Company, our Directors believe that, if the repurchase
mandate were to be exercised in full, it might have a material adverse effect on our working capital and/or the
gearing position as compared with the position disclosed in this prospectus. However, our Directors do not
propose to exercise the repurchase mandate to such an extent as would, in the circumstances, have a material
adverse effect on the working capital requirements of our Company or the gearing levels which in the opinion of
our Directors are from time to time appropriate for us.

(f) Share Capital

The exercise in full of the current repurchase mandate, on the basis of 1,404,112,340 Shares in issue
immediately after the Global Offering (without taking into account the exercise of the Over-allotment Option or
the options granted under the Pre-IPO Share Option Schemes or the options to be granted under the Share Option
Scheme), could accordingly result in up to 140,411,234 Shares being repurchased by us during the Relevant
Period.

(g) General

None of our Directors nor, to the best of their knowledge having made all reasonable enquiries, any of
their associates (as defined in the Listing Rules) currently intends to sell any of our Shares to us or our
subsidiaries.

Our Directors have undertaken to the Hong Kong Stock Exchange that, so far as the same may be
applicable, they will exercise the repurchase mandate in accordance with the Listing Rules, our Memorandum of
Association and Articles of Association, the Cayman Companies Law and any other applicable laws of the
Cayman Islands.

If, as a result of any repurchase of our Shares, a Shareholder’s proportionate interest in our voting rights
is increased, such increase will be treated as an acquisition for the purposes of the Takeover Code. Accordingly, a
Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of us and become
obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code. Our Directors are not
aware of any consequences of repurchases which would arise under the Takeovers Code.

No connected person as defined by the Listing Rules has notified us that he or it has a present intention to
sell his or its Shares to us, or has undertaken not to do so, if the repurchase mandate is exercised.

B. FURTHER INFORMATION ABOUT OUR BUSINESS

1. Summary of material contracts

We have entered into the following contracts (not being contracts entered into in the ordinary course of
business) within the two years immediately preceding the date of this prospectus that are or may be material:

(a) an equity transfer agreement entered into by the former shareholders of MP Lifesciences Beijing
(previously named as Beijing Pangerui), i.e. Gu, Bowen, Wu, Qizhong, and MP Shanghai dated
April 21, 2008 and the supplemental agreement dated March 4, 2009 entered into by MP Shanghai,
Gu, Bowen and Wu, Qizhong relating to the acquisition of the entire equity interest in MP
Lifesciences Beijing (previously named as Beijing Pangerui) with a consideration comprising
RMB8,000,000 and a proportional amount equal to 6% of the net sales (excluding tax) of certain
products specified under the agreement.

VI-5
APPENDIX VI STATUTORY AND GENERAL INFORMATION

(b) the Hong Kong Underwriting Agreement dated September 10, 2010.

2. Intellectual property rights

As of the Latest Practicable Date, our Group has registered or has applied for the registration of the
following intellectual property rights which are material in relation to our Group’s business.

Trademarks

(a) As of the Latest Practicable Date, our Group has registered the following trademarks in the PRC:

Registration
Trademark Proprietor Class(1) Number Registration Date Expiry Date

MP Shanghai 10 CN 1362013 February 7, 2000(2) February 6, 2020

MP Shanghai 10 CN 1362014 February 7, 2000(3) February 6, 2020

MP Shanghai 10 CN 1362015 February 7, 2000(4) February 6, 2020

MP Shanghai 10 CN 1391209 April 28, 2000(5) April 27, 2020

MP Shanghai 10 CN 1617643 August 14, 2001 August 13, 2011

MP Shanghai 10 CN 1621572 August 21, 2001 August 20, 2011


Notes:

(1) Class 10 (Medical apparatus) Surgical, medical, dental and veterinary apparatus and instruments, artificial limbs, eyes and teeth;
orthopedic articles; suture materials.

(2) the trademark was renewed on February 7, 2010.

(3) the trademark was renewed on February 7, 2010.

(4) the trademark was renewed on February 7, 2010.

(5) the trademark was renewed on April 28, 2010.

VI-6
APPENDIX VI STATUTORY AND GENERAL INFORMATION

Registration
Trademark Proprietor Class(1) Number Registration Date Expiry Date

MP Shanghai 10 CN 1621573 August 21, 2001 August 20, 2011

MP Shanghai 10 CN 1685538 December 21, 2001 December 20, 2011

MP Shanghai 10 CN 3232260 May 21, 2005 May 20, 2015

MP Shanghai 10 CN 3232262 March 14, 2004 March 13, 2014

MP Shanghai 10 CN 4456370 September 28, 2007 September 27, 2017

MP Shanghai 10 CN 6484190 December 29,2007 May 27, 2020

MP Shanghai 10 CN 6748091 May 27, 2008 June 30, 2020

MP Shanghai 10 CN 4814660 September 14, 2008 September 13, 2018

MP Shanghai 10 CN 4814661 August 21, 2008 August 20, 2018

MP Shanghai 10 CN 4814662 August 21, 2008 August 20, 2018

MP Shanghai 10 CN 4814664 June 7, 2008 June 6, 2018

MP Shanghai 10 CN 4814663 June 7, 2008 June 6, 2018

MP Shanghai 10 CN 4814665 June 7, 2008 June 6, 2018

MP Shanghai 10 CN 4814666 July 14, 2008 July 13, 2018

MP Shanghai 10 CN 4814667 July 14, 2008 July 13, 2018

MP Shanghai 10 CN 4814668 July 28, 2009 July 27, 2019

MP Shanghai 10 CN 4814669 July 14, 2008 July 13, 2018

VI-7
APPENDIX VI STATUTORY AND GENERAL INFORMATION

Registration
Trademark Proprietor Class(1) Number Registration Date Expiry Date

MP Shanghai 10 CN 4875342 September 7, 2008 September 6, 2018

MP Shanghai 10 CN 6079231 December 7, 2009 December 6, 2019

MP Shanghai 10 CN 6079232 December 7, 2009 December 6, 2019

MP Shanghai 10 CN 6116705 December 14, 2009 December 13, 2019

MP Lifesciences
Beijing 10 CN 1694123 January 7, 2002 January 6, 2012

MP Shanghai 10 CN 6171764 December 28, 2009 December 27, 2019

MP Shanghai 10 CN 6079230 January 28, 2010 January 27, 2020

MP Shanghai 10 CN 6477286 March 7, 2010 March 6, 2020

MP Shanghai 10 CN 6477289 March 7, 2010 March 6, 2020

MP Shanghai 10 CN 6505835 March 21, 2010 March 20, 2020

MP Shanghai 10 CN 6748093 April 7, 2010 April 6, 2020

MP Shanghai 10 CN 6748090 April 7, 2010 April 6, 2020

MP Shanghai 10 CN 6800015 April 14, 2010 April 13, 2020

MP Shanghai 10 CN 6800016 April 14, 2010 April 13, 2020

VI-8
APPENDIX VI STATUTORY AND GENERAL INFORMATION

(b) As of the Latest Practicable Date, our Group has applied for the following trademarks to be
registered in the PRC:

Application
Trademark Applicant Class(2) Number Application Date

HEDGINS MP Shanghai 10 CN 7392706 May 13, 2009

CASCA MP Shanghai 10 CN 7392716 May 13, 2009


ARBORES MP Shanghai 10 CN 7392728 May 13, 2009

MP Shanghai 10 CN 7392722 May 13, 2009


MP Shanghai 10 CN 7392737 May 13, 2009

MP Shanghai 10 CN 7485268 June 19, 2009


MP Shanghai 10 CN 7485273 June 19, 2009

MP Shanghai 10 CN 7610426 August 11, 2009

MP Shanghai 10 CN 7686794 September 10, 2009

MP Shanghai 10 CN 7686795 September 10, 2009


MP Lifesciences
Shanghai 10 CN 7690387 September 11, 2009
MP Lifesciences
Shanghai 10 CN 7690388 September 11, 2009

MP Shanghai 10 CN 8240672 April 26, 2010

MP Shanghai 10 CN 8240673 April 26, 2010


MP Shanghai 10 CN 8460110 July 7, 2010

MP Shanghai 10 CN 8460111 July 7, 2010

MP Shanghai 10 CN 8460112 July 7, 2010

MP Shanghai 10 CN 8460101 July 7, 2010

MP Shanghai 37 CN 8460117 July 7, 2010

MP Shanghai 41 CN 8460127 July 7, 2010

MP Shanghai 42 CN 8460131 July 7, 2010

MP Shanghai 10 CN 8460105 July 7, 2010

MP Shanghai 37 CN 8460119 July 7, 2010

VI-9
APPENDIX VI STATUTORY AND GENERAL INFORMATION

Application
Trademark Applicant Class(2) Number Application Date

MP Orthopedics 10 CN 8464131 July 8, 2010

MP Orthopedics 10 CN 8464160 July 8, 2010


MP Orthopedics 10 CN 8464166 July 8, 2010

MP Orthopedics 10 CN 8467998 July 8, 2010

MP Orthopedics 10 CN 8468003 July 9, 2010

MP Orthopedics 10 CN 8464139 July 8, 2010

MP Orthopedics 10 CN 8464141 July 8, 2010

MP Orthopedics 10 CN 8464147 July 8, 2010

MP Orthopedics 10 CN 8464157 July 8, 2010

MP Orthopedics 10 CN 8464179 July 8, 2010

MP Orthopedics 10 CN 8467982 July 9, 2010

MP Orthopedics 10 CN 8467988 July 9, 2010

MP Orthopedics 10 CN 8467993 July 9, 2010

MP Orthopedics 10 CN 8467995 July 9, 2010


Note:

(2) Class 10 (Medical apparatus) Surgical, medical, dental and veterinary apparatus and instruments, artificial limbs, eyes and teeth;
orthopedic articles; suture materials.

VI-10
APPENDIX VI STATUTORY AND GENERAL INFORMATION

(c) As of the Latest Practicable Date, our Group has registered the following trademarks outside of the
PRC:

Registration Registration
Country Trademark Proprietor Class(3) Number Date Expiry Date
Belgium, Netherlands, MicroPort 10 and BNL 0788602 January 6, January 6,
Luxemburg Medical 44 2006 2016
B.V.
Japan MP 10 JP 4997429 October 20, October 20,
Shanghai 2006 2016
New Zealand MP 10 NZ 774090 August 17, August 17,
Shanghai 2007 2017
Hong Kong MP 10 HK 300937198 August 20, August 19,
Shanghai 2007 2017
Israel MP 10 IL 203581 September 4, September 4,
Shanghai 2007 2017
Japan MP 10 JP 5121587 March 21, March 21,
Shanghai 2008 2018

Britain, Turkey, MP 10 Madrid 950574 November 15, November 15,


Singapore, Australia, Shanghai 2007 2017
Bulgaria, France, Italy,
Monaco, Poland, Portugal,
Russia, Switzerland,
Finland, Greece

Note:

(3) Class 10 (Medical apparatus) — Surgical, medical, dental and veterinary apparatus and instruments, artificial limbs, eyes and teeth;
orthopedic articles; suture materials.

Class 44 (Medical services) — veterinary services, hygienic and beauty care for human beings or animals, agriculture, horticulture and
forestry services.

Class 37 — Building construction; repair; installation services.

Class 41 — Education; providing of training; entertainment; sporting and cultural activities.

Class 42 — Scientific and technological services and research and design relating thereto; industrial analysis and research services;
design and development of computer hardware and software.

(d) As of the Latest Practicable Date, our Group has applied for the following trademarks to be
registered outside the PRC:

Application Application
Country Trademark Applicant Class Number Date
Hong Kong Company 10 HK 301585387 April 13, 2010

Hong Kong Company 10 HK 301585369 April 13, 2010

Hong Kong Company 10 HK 301585378 April 13, 2010

United States MP Shanghai 10 US 78805192 February 2, 2006

VI-11
APPENDIX VI STATUTORY AND GENERAL INFORMATION

(e) As of the Latest Practicable Date, Otsuka Group has successfully transferred or is in the process of
applying for the transfer of the following trademarks registered outside the PRC to our Group:

Registration
Country Trademark Class(4) Number Expiry Date Status

Hong Kong

10 300400229 April 8, 2015 transferred

Hong Kong
10 300398926 April 6, 2015 transferred

Hong Kong
10 300398917 April 6, 2015 transferred

Taiwan

10 1186159 December 15, 2015 transferred

Taiwan
10 1186158 December 15, 2015 transferred

Taiwan
10 1186157 December 15, 2015 transferred

South Korea

10 646819 January 11, 2016 transferred

South Korea
10 646818 January 11, 2016 transferred

Philippines

10 42005002943 June 8, 2016 transferred

Egypt

10 174559 April 18, 2015 transferred

Egypt
10 174560 April 18, 2015 transferred

Egypt
10 174561 April 18, 2015 transferred

Indonesia

10 IDM000099833 April 6, 2015 transferred

Indonesia
10 IDM000099830 April 6, 2015 transferred

VI-12
APPENDIX VI STATUTORY AND GENERAL INFORMATION

Registration
Country Trademark Class(4) Number Expiry Date Status

Indonesia
10 IDM000099831 April 6, 2015 transferred

Pakistan

10 207820 April 3, 2015 pending

Pakistan
10 207822 April 3, 2015 pending

Pakistan
10 207821 April 3, 2015 pending

Thailand
10 Kor222990 November 1, 2014 transferred

Thailand
10 Kor225182 November 29, 2014 transferred

Thailand
10 Kor223520 November 29, 2014 transferred
Note:

(4) Class 10 (Medical apparatus) Surgical, medical, dental and veterinary apparatus and instruments, artificial limbs, eyes and teeth;
orthopedic articles; suture materials.

VI-13
APPENDIX VI STATUTORY AND GENERAL INFORMATION

Patents

(a) As of the Latest Practicable Date, our Group has registered the following patents:

Place of Patent
Patent Proprietor Registration Number Effective Period
Abdominal aortic aneurysm stent MP Shanghai PRC CN00265484.9 December 26, 2000 –
graft and its conveying device December 26, 2010

Delivery system for singular MP Shanghai PRC CN01210591.0 February 19, 2001 –
splitting hemangioma stent February 19, 2011
graft

Coronary stent with non-uniform MP Shanghai PRC CN01246774.X July 27, 2001 –
waveform structure July 27, 2011

Breastbone retractor for biopsy MP Shanghai PRC CN02265038.5 June 26, 2002 –
in IMA June 26, 2012

A kind of intracranial stent MP Shanghai PRC CN02266010.0 August 2, 2002 –


August 2, 2012
A kind of intervertebral MP Shanghai PRC CN02266405.X August 20, 2002 –
cartilages prosthesis August 20, 2012

Gene carried stent and its MP Shanghai PRC CN02136779.5 September 3, 2002 –
manufacturing method and September 3, 2022
application

A kind of drug-eluting stent with MP Shanghai PRC CN02146905.9 October 24, 2002 –
multiple coatings October 24, 2022

A kind of artery stent graft MP Shanghai PRC CN02261692.6 November 19, 2002 –
November 19, 2012
A kind of stent used to prevent / MP Shanghai PRC CN02155138.3 December 17, 2002 –
treat endovascular restenosis December 17, 2022
through the mechanism of
complex interaction

A kind of drug-eluting MP Shanghai PRC CN03115596.0 February 28, 2003 –


interventional medical device February 28, 2023
and its production method

VI-14
APPENDIX VI STATUTORY AND GENERAL INFORMATION

Place of Patent
Patent Proprietor Registration Number Effective Period

A kind of partly dilated MP Shanghai PRC CN03230467.6 April 18, 2003 –


endovascular stent April 18, 2013

A kind of reticular MP Shanghai PRC CN03231353.5 May 20, 2003 –


endovascular stent with May 20, 2013
optimal designed
structure

A kind of drug-coated stent MP Shanghai PRC CN03128906.1 May 28, 2003 –


May 28, 2023
A kind of endovascular MP Shanghai PRC CN03255393.5 July 8, 2003 –
stent with enclosed units July 8, 2013

A kind of artificial blood MP Shanghai PRC CN03255981.X July 25, 2003 –


vessel with brace July 25, 2013

Ellipsoidal endovascular MP Shanghai PRC CN03210077.9 August 26, 2003 –


distal protective device August 26, 2013

Operational endovascular MP Shanghai PRC CN03210076.0 August 26, 2003 –


stent August 26, 2013

Y-type AAA stent graft MP Shanghai PRC CN200420019238.0 January 6, 2004 –


January 6, 2014
Delivery system for Y-type MP Shanghai PRC CN200420019355.7 January 9, 2004 –
endovascular stent January 9, 2014

Endovascular stent MP Shanghai PRC CN200420022329.X April 28, 2004 –


specialized in stenosal April 28, 2014
aortic opening

Self-dilatable vascular MP Shanghai PRC CN200420022330.2 April 28, 2004 –


stents April 28, 2014
Drug-eluting stent MP Shanghai PRC CN200410053179.3 July 27, 2004 –
July 27, 2024
Fast-switching delivery MP Shanghai PRC CN200420081191.0 July 28, 2004 –
system for self-expanding July 28, 2014
medical stent

VI-15
APPENDIX VI STATUTORY AND GENERAL INFORMATION

Place of Patent
Patent Proprietor Registration Number Effective Period

Modular stent graft capable MP Shanghai PRC CN200410053816.7 August 17, 2004 –
of curving in any August 17, 2024
direction

Modular stent graft capable MP Shanghai PRC CN200420081915.1 August 17, 2004 –
of curving in any August 17, 2014
direction

A kind of stent graft MP Shanghai PRC CN200420090937.4 October 12, 2004 –


capable of preventing October 12, 2014
internal hemorrhage

A kind of soft endovascular MP Shanghai PRC CN200420110146.3 November 22, 2004 –


stent November 22, 2014

Distal protective device MP Shanghai PRC CN200510025877.7 May 17, 2005 –


with double guide wires May 17, 2025

Distal protective device MP Shanghai PRC CN200520041600.9 May 17, 2005 –


with double guide wires May 17, 2015

Main stent section and stent MP Shanghai PRC CN200520041828.8 May 24, 2005 –
graft of a kind of stent May 24, 2015
graft

A kind of reinforcement MP Shanghai PRC CN200510106549.X September 30, 2005 –


catheter for braid and its September 30, 2025
production method

A kind of fast-switching MP Shanghai PRC CN200510107427.2 September 30, 2005 –


delivery system September 30, 2025

Artificial endovascular stent MP Shanghai PRC CN200520046225.7 November 3, 2005 –


capable of preventing November 3, 2015
internal hemorrhage

Micro-catheter MP Shanghai PRC CN200620039507.9 February 16, 2006 –


February 16, 2016

VI-16
APPENDIX VI STATUTORY AND GENERAL INFORMATION

Place of Patent
Patent Proprietor Registration Number Effective Period

Double-layer balloon MP Shanghai PRC CN200620040623.2 March 29, 2006 –


catheter March 29, 2016

Balloon dilatation catheter MP Shanghai PRC CN200620046367.8 September 27, 2006 –


with super soft distal September 27, 2016

A kind of endovascular MP Shanghai PRC CN200720068723.0 April 6, 2007 –


stent with drug-loading April 6, 2017
slot

A micro-membrane pump MP Shanghai PRC CN03124182.4 May 6, 2003 –


with bidirectional May 6, 2023
overvoltage protection
function and its
application

A kind of demic MP Shanghai PRC CN200720075506.4 October 17, 2007 –


endoluminal stent with October 17, 2017
nested structure

Polyptychial balloon MP Shanghai PRC CN200720075628.3 October 17, 2007 –


catheter October 17, 2017

Electrophysiological MP Shanghai PRC CN200720311808.7 December 11, 2007 –


electrode catheter and December 11, 2017
relevant devices

Balloon dilatation catheter MP Shanghai PRC CN200820058615.X May 15, 2008 –


May 15, 2018
Split-type insulin pump MP Shanghai PRC CN200320121969.1 November 21, 2003 –
November 21, 2013
Saline-infusion RF ablation MP Shanghai PRC CN200920068409.1 March 4, 2009 –
catheter March 4, 2019

Insulin pump MP PRC CN200320121968.7 November 21, 2003 –


Lifesciences November 21, 2013
Beijing

VI-17
APPENDIX VI STATUTORY AND GENERAL INFORMATION

Place of Patent
Patent Proprietor Registration Number Effective Period

A kind of method and system to MP PRC CN 200810034662.5 March 11, 2008 –


reconstruct three-dimensional Shanghai March 11, 2028
surface of body organs

Hemostat MP PRC CN 200930099988.1 June 24, 2009 –


Shanghai June 24, 2019
A stent graft MP PRC CN 200710170837.0 November 20, 2007 –
Shanghai November 20, 2027
Adjustable lateral connecting MP PRC CN200920208630.2 May 26, 2010 –
device Shanghai August 28 2019

Portable medical device MP PRC CN200920071491.3 May 12, 2010 –


integrating music playing Shanghai April 30 2019
function

A kind of vascular stent MP PRC CN200920073142.5 July 21, 2010 –


Shanghai May 31 2019
Dual Guide — wire Distal End MP Europe EP 1882490 December 1, 2005 –
Protector Shanghai December 1, 2025
Combined Film-coated Stent MP Europe EP20050757084.8 June 8, 2005 –
Which Can Bend in Any Shanghai June 8, 2025
Direction

(b) As of the Latest Practicable Date, our Group has applied and is pending registration of the following
patents:

Name of Place of Application


Patent Applicant Registration Number Application Date
Three-dimensional map mode for MP Shanghai PRC 200910047713.2 March 16, 2009
body chamber intine and its
device and system

Collateral stent graft MP Shanghai PRC 200910047748.6 March 18, 2009

reinforcement catheter of braided MP Shanghai PRC 200910048516.2 March 30, 2009


wire and electrophysiological
catheter using this
reinforcement catheter of
braided wire

VI-18
APPENDIX VI STATUTORY AND GENERAL INFORMATION

Name of Place of Application


Patent Applicant Registration Number Application Date

A kind of vascular model and MP Shanghai PRC 200910048756.2 April 2, 2009


blood circulation analog
device using this vascular
model

A kind of degradable drug- MP Shanghai PRC 200910050767.4 May 7, 2009


eluting stent with carrying
grooves and coatings

Electrophysiological catheter MP Shanghai PRC 200910050879.X May 8, 2009


with reliable electrode
connection

A kind of stent graft MP Shanghai PRC 200910051378.3 May 15, 2009

Delivery system for branching- MP Shanghai PRC 200910052079.1 May 26, 2009
type stent graft and its
delivery party

Radial artery hemostat MP Shanghai PRC 200910053703.X June 24, 2009

A kind of balloon delivery MP Shanghai PRC 200910054087.X June 29, 2009


system

A kind of microcatheter MP Shanghai PRC 200910054209.5 June 30, 2009

The method and device to load MP Shanghai PRC 200910055719.4 July 30, 2009
drugs and / or polymers on
medical devices

A kind of restructuring stent for MP Shanghai PRC 200910194688.0 August 27, 2009
blood vessels

A kind of interventional medical MP Shanghai PRC 200910200444.9 December 18,


device and its production 2009
method used in PCI

VI-19
APPENDIX VI STATUTORY AND GENERAL INFORMATION

Name of Place of Application


Patent Applicant Registration Number Application Date

A kind of prosthesis for MP Shanghai PRC 200910200461.2 December 18,


endovascular stent 2009

A kind of collateral stent graft MP Shanghai PRC 200920286029.5 December 18,


with a design to minify wave 2009
band

A special development element MP Shanghai PRC 200920286030.8 December 18,


and a catheter with special 2009
development element

A surgical stent prosthesis and MP Shanghai PRC 200910248058.7 December 29,


conveyor device 2009

An interventional cardiac valve MP Shanghai PRC 200910248065.7 December 30,


2009
A kind of self-dilatable drug MP Shanghai PRC 200910248066.1 December 30,
stent and its production 2009
method

A kind of medical guide wire MP Shanghai PRC 200910248067.6 December 30,


2009
Self-dilatable stents MP Shanghai PRC 200910248068.0 December 30,
2009
A kind of method and device to MP Shanghai PRC 201010022937.0 January 19, 2010
load drugs and / or polymers
on medical devices

A stent graft and membrane MP Shanghai PRC 201010103884.5 February 1, 2010


materials

A balloon dilatation catheter MP Shanghai PRC 201010103892.X February 1, 2010

A liquid embolic material and its MP Shanghai PRC 201010103893.4 February 1, 2010
production method

A delivery device MP Shanghai PRC 201010105587.4 February 4, 2010

VI-20
APPENDIX VI STATUTORY AND GENERAL INFORMATION

Name of Place of Application


Patent Applicant Registration Number Application Date

Double-layer balloon catheters MP Shanghai PRC 200610025200.8 March 29, 2006

Double-layer cava filters MP Shanghai PRC 200610116063.9 September 14,


2006

Surgical stent prosthesis and MP Shanghai PRC 200510028616.0 August 9, 2005


conveyors

Preparation Method for a MP Shanghai PRC 200610148261.3 December 29,


biological stent 2006

An artificial endovascular stent MP Shanghai PRC 200710047025.7 October 12, 2007


and its production method

A body intraluminal stent with MP Shanghai PRC 200710047122.6 October 17, 2007
nested structure

A vascular filter MP Shanghai PRC 200810033059.5 January 21, 2008

A supportive device of magnetic MP Shanghai PRC 200810033437.X January 29, 2008


field generator

A locking device used in the MP Shanghai PRC 200810033558.4 February 4, 2008


conveyor system of medical
devices in human body

An infusion system MP Shanghai PRC 200810034949.8 March 18, 2008

A method and system of rapidly MP Shanghai PRC 200810035304.6 March 28, 2008
constructing three-
dimensional geometric model
of body organ cavity

A method of detecting noise MP Shanghai PRC 200810036872.8 April 30, 2008


points

A reticular endovascular stent MP Shanghai PRC 200810037610.3 May 15, 2008

Stent grafts with an opening and MP Shanghai PRC 200810037753.4 May 21, 2008
a method for binding stent
grafts

VI-21
APPENDIX VI STATUTORY AND GENERAL INFORMATION

Name of Place of Application


Patent Applicant Registration Number Application Date

A bifurcated intravascular stent MP Shanghai PRC 200810038055.6 May 23, 2008

A method of simulating curved MP Shanghai PRC 200810038763.X June 6, 2008


shape of catheter and magnetic
catheter

A membranae tectoria tube used MP Shanghai PRC 200810038949.5 June 10, 2008
in the bifurcated intravascular
stent and its membrane-cutting
method

A pump MP Shanghai PRC 200810038983.2 June 12, 2008

A miniature pump MP Shanghai PRC 200810039387.6 June 20, 2008


Stent grafts MP Shanghai PRC 200810040808.7 July 17, 2008

An interventional medical device MP Shanghai PRC 200810040927.2 July 21, 2008


with drug carrier

A control system and method for MP Shanghai PRC 00810041057.0 July 23, 2008
pump output

A medical infusion pump MP Shanghai PRC 200810041065.5 July 25, 2008

A method and device for MP Shanghai PRC 200810041325.9 August 4, 2008


detecting noise points

Coronary intravascular stent with MP Shanghai PRC 200810202191.4 November 4,


drug carrier 2008

Endovascular stents used for MP Shanghai PRC 200810202854.2 November 15,


curing vascular lesions 2008

A polypeptide stent MP Shanghai PRC 200910045840.9 January 23, 2009

A medical guide wire MP Shanghai PRC 201010109134.9 February 5, 2010

A locking anterior cervical plate MP Orthopedics PRC 200910197332.2 October 16, 2009
device

VI-22
APPENDIX VI STATUTORY AND GENERAL INFORMATION

Name of Place of Application


Patent Applicant Registration Number Application Date

Bone screws MP Orthopedics PRC 200910199188.6 November 20,


2009
A resetting vertebrae curved MP Orthopedics PRC 200920214991.8 December 31,
screw with hiddened fracture 2009
surface

A intervertebral implant MP Orthopedics PRC 201010111105.6 February 10,


2010
Aneurysm surgery device MP Shanghai PRC 201010116448.1 March 2, 2010

Hydraulic Test System MP Shanghai PRC 201010120717.1 March 9, 2010

Devices and systems for partly MP Shanghai PRC 201010131073.6 March 23, 2010
deliverying therapeutic

Limit adjustment device MP Orthopedics PRC 201010116409.1 March 2, 2010

Steel sheet bending equipment MP Orthopedics PRC 201010116433.5 March 2, 2010

Checking torsion device MP Orthopedics PRC 201020139329.3 March 23, 2010

Nail track probe MP Orthopedics PRC 201020139333.X March 23, 2010

Impact wrench MP Orthopedics PRC 201020145988.8 March 24, 2010

Spinal resetter MP Orthopedics PRC 201020145995.8 March 24, 2010

Pressure bone support MP Orthopedics PRC 201010141382.1 April 7, 2010

A kind of scraper MP Orthopedics PRC 201010145151.8 April 12, 2010

A kind of expanding hand MP Orthopedics PRC 201010145154.1 April 12, 2010


reamer

A kind of nerve root retractor MP Orthopedics PRC 201010145155.6 April 12, 2010

Delivery system for cardiac MP Shanghai PRC 201010184020.0 May 25, 2010
valve and its delivery device

A kind of endovascular external MP Shanghai PRC 201010193793.5 May 28, 2010


hoop

VI-23
APPENDIX VI STATUTORY AND GENERAL INFORMATION

Name of Place of Application


Patent Applicant Registration Number Application Date

Balloon dilatation catheter MP Shanghai PRC 201010193802.0 May 28, 2010

A kind of interventional MP Shanghai PRC 201010201511.1 June 13, 2010


medical device

Body intraluminal MP Shanghai PRC 201010222964.2 July 9, 2010


medication-carrying stent
and its production method

A kind of metal stent and its MP Shanghai PRC 201010222976.5 July 12, 2010
production method

Balloon dilatation catheter MP Shanghai PRC 201020272070.X July 27, 2010

External positioning MP Shanghai PRC 201030227333.0 June 25, 2010


processing shell for
standardized three-
dimensional heart
electrophysiological testing

Incision device for cardiac MP Shanghai PRC 201020279852.6 August 3, 2010


valves and valve leaflets

A kind of embolic material MP Shanghai PRC 201010249242.6 August 10, 2010


composite and its
production method

Biodegradable stent MP Shanghai PRC 201010255641.3 August 17, 2010

Drug Eluting Stent MP Shanghai Europe EP03739968.0 June 25, 2003

Drug Eluting Stent MP Shanghai Japan JP2004-548875 June 25, 2003

Drug-eluting Stent with MP Shanghai United States US10/943,633 September 17,


Multi-layer Coatings 2004

Method for Aortic Graft MP Shanghai United States US11/233,865 September 22,
Installation 2005

VI-24
APPENDIX VI STATUTORY AND GENERAL INFORMATION

Name of Place of Application


Patent Applicant Registration Number Application Date

Multi-unit Stent Graft MP Shanghai United States US11/348,829 February 6, 2006

Flexible Stent Graft MP Shanghai United States US11/572,908 May 23, 2006

Flexible Stent Graft MP Shanghai Europe EP06741956.4 May 23, 2006

A Surgical Stent Prosthesis and MP Shanghai Europe EP05792175.1 September 22,


A Transporter for 2005
Transporting the Prosthesis

An Artificial Stent and Its MP Shanghai United States US12682560 October 10, 2008
Preparation Method

Nested Stent in Body Lumen MP Shanghai Europe EP08841842.1 October 16, 2008

An Artificial Stent and Its MP Shanghai Europe EP08839047.1 October 10, 2008
Preparation Method

(c) As of the Latest Practicable Date, our Group has filed the following Patent Cooperation Treaty
(PCT) registration, which is a unified procedure of application for patents in each member states.
However, the PCT registration itself does not amount to the grant of patent that is a prerogative of
each member state to the PCT subject to its respective domestic laws:

Name of International Application International


Patent Applicant Number Application Date
A drug-eluting stent with multilayer MP Shanghai PCT/CN03/00489 June 25, 2003
coatings

Modular stent graft capable of curving in MP Shanghai PCT/CN2005/000815 June 8, 2005


any direction

Surgical stent prosthesis and conveyor MP Shanghai PCT/CN2005/001537 September 22,


2005
Distal protective device with double guide MP Shanghai PCT/CN2005/002068 December 1,
wires 2005

Flexible Stent Graft MP Shanghai PCT/CN2006/001068 May 23, 2006


Double-layer cava filter MP Shanghai PCT/CN2007/001259 April 18,
2007
An artificial endovascular stent and its MP Shanghai PCT/CN2008/001712 October 10,
production method 2008

VI-25
APPENDIX VI STATUTORY AND GENERAL INFORMATION

Name of International Application International


Patent Applicant Number Application Date

A body intraluminal stent with nested MP Shanghai PCT/CN2008/001745 October 16,


structure 2008

A method and system of rapidly MP Shanghai PCT/CN2009/000329 March 27, 2009


constructing three-dimensional
geometric model of body organ cavity

Stent grafts with an opening and a method MP Shanghai PCT/CN2009/000552 May 20, 2009
for binding stent grafts

A reticular endovascular stent MP Shanghai PCT/CN2009/000529 May 15, 2009

A method simulating curved shape of MP Shanghai PCT/CN2009/072122 June 4, 2009


catheter and a magnetic catheter

A membranae tectoria tube used in the MP Shanghai PCT/CN2009/072139 June 5, 2009


bifurcated intravascular stent and its
membrane-cutting method

A miniature pump MP Shanghai PCT/CN2009/072344 June 19, 2009

A medical infusion pump MP Shanghai PCT/CN2009/072616 July 3, 2009

A control system and method for pump MP Shanghai PCT/CN2009/072619 July 3, 2009
output

Coronary intravascular stent with drug MP Shanghai PCT/CN2009/074754 November 2,


carrier 2009

Endovascular stents used for curing MP Shanghai PCT/CN2009/074966 November 16,


vascular lesions 2009

A polypeptide stent MP Shanghai PCT/CN2010/070321 January 22,


2010
Three-dimensional map mode for body MP Shanghai PCT/CN2010/071068 March 16, 2010
chamber intine and its device and
system

Collateral stent graft MP Shanghai PCT/CN2010/071099 March 17, 2010

VI-26
APPENDIX VI STATUTORY AND GENERAL INFORMATION

Name of International Application International


Patent Applicant Number Application Date

A kind of degradable drug-eluting stent MP PCT/CN2010/071719 April 13, 2010


with carrying grooves and coatings Shanghai

Delivery system for branching-type stent MP PCT/CN2010/072280 April 28, 2010


graft and its delivery party Shanghai

A kind of microcatheter MP PCT/CN2010/073997 June 17, 2010


Shanghai
The method and device to load drugs MP PCT/CN2010/075077 July 9, 2010
and/or polymers on medical devices Shanghai

Domain names

As of the Latest Practicable Date, our Group has registered the following material domain name.

Domain name Place of Registration Term


www.microport.com.cn PRC December 25, 2003 to
December 25, 2010

VI-27
APPENDIX VI STATUTORY AND GENERAL INFORMATION

C. FURTHER INFORMATION ABOUT OUR DIRECTORS, MANAGEMENT, STAFF AND


EXPERTS

1. Disclosure of interests

Immediately following completion of the Global Offering (assuming none of the Over-allotment Option
and/or any options granted or to be granted under the Pre-IPO Share Option Schemes and Share Option Scheme
is exercised), the interests of our Directors and chief executive of our Company in the equity or debt securities of
our Company or any associated corporations (within the meaning of Part XV of the SFO) which will have to be
notified to our Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the
SFO (including interests and/or short positions which they are taken or deemed to have under such provisions of
the SFO) once the Shares are listed, or which will be required, pursuant to section 352 of the SFO, to be entered
in the register referred to therein once the Shares are listed, or pursuant to the Model Code for Securities
Transactions by Directors of Listed Companies in the Listing Rules, to be notified to our Company and the
Hong Kong Stock Exchange once the Shares are listed will be as follows:

(i) Interest in our Company

Approximate
percentage
of interest in our
Company immediately
Number and class after the Global
of Shares Offering
Name of Director/Chief Executive Nature of interest (Note 2) (Note 3)
Dr. Zhaohua Chang(Note 1) Deemed interest 217,110,000(L) 15.5%
Mr. Qiyi Luo Beneficial interest 10,919,550(L) 0.8%
Mr. Yimin Xu (Note 4) Beneficial interest 6,052,260(L) 0.4%
Ms. Yan Zhang(Note 4) Beneficial interest 3,200,000(L) 0.2%
Notes:

(1) Dr. Zhaohua Chang, our founder and Director, and chairman of our Company, owns 49% equity interest in Shanghai We’Tron Capital
Corp. which in turn owns 94.19% equity interest in We’Tron Capital. To the best knowledge of our Directors and save as disclosed
above, the remaining equity interest of We’Tron Capital and Shanghai We’Tron Capital Corp. are owned by independent third parties to
our Company, none of which holds 33% or more in Shanghai We’Tron Capital Corp. Dr. Zhaohua Chang is therefore deemed to be
interested in the number of Shares held by We’Tron Capital.

(2) The letter “L” denotes the person’s long position in such Shares.

(3) Assuming the Over-allotment Option is not exercised.

(4) Some or all of the relevant Shares are held through special purpose vehicles.

VI-28
APPENDIX VI STATUTORY AND GENERAL INFORMATION

(ii) Interest in our underlying Shares

Number of Shares
in the Company Approximate percentage
subject to options of shareholding upon
granted under the the exercise of the
Pre-IPO Share options granted under
Option Schemes the Pre-IPO Share
and nature of Option Schemes
Name of Directors/Chief Executive interest (Note 5)
Dr. Zhaohua Chang 10,000,000(L) 15.4%(7)
Ms. Yan Zhang(6) 4,500,000(L)(4) 0.5%
Mr. Qiyi Luo 2,780,450(L) 0.9%
Mr. Hongbin Sun 4,000,000(L) 0.3%
Mr. Yufei Hu(6) 3,500,000(L) 0.2%
Mr. Yimin Xu 1,044,430(L) 0.5%
Note:

(5) Following the completion of the Global Offering and without taking into account the exercise of the Over-allotment Option and any
exercise of options under the Share Option Scheme, assuming that all options granted under the Pre-IPO Share Option Schemes have
been exercised at the same time in full.

(6) All of the relevant options are held through special purpose vehicles.

(7) Out of which, 0.6% of the Shares belong to the exercise of options under the Pre-IPO Share Option Scheme and the remaining 14.8%
Shares amount on the deemed interest Dr. Zhaohua Chang has in the Company as referred to in paragraph (i) above.

2. Substantial shareholders

So far as our Directors are aware, as at the Latest Practicable Date, there was no person who was directly
interested in 10% or more of the issued or outstanding share capital of our subsidiaries then in issue carrying
rights to vote in all circumstances at general meetings of each relevant subsidiary.

3. Particulars of service contracts

None of our Directors has or is proposed to have a service contract with any member of our Group (other
than contracts expiring or determinable by the employer within one year without the payment of compensation
other than the statutory compensation).

4. Directors remuneration

The aggregate amount of remuneration (including fees, salaries, contributions to pension schemes,
housing allowances and other allowances and benefits in kind and discretionary bonuses) which were paid to our
Directors for the years ended December 31, 2007, 2008 and 2009 were approximately RMB0.7 million, RMB0.6
million and RMB0.7 million, respectively.

Under the arrangements in force as of the Latest Practicable Date, the estimated aggregate amount of
remuneration payable to, and benefits in kind receivable by, our Directors in respect of the financial year ending
December 31, 2010, is estimated to be approximately RMB673,000 in aggregate.

5. Fees or commissions received

Save as disclosed in this prospectus, none of our Directors or any of the persons whose names are listed in
“— Consents” below had received any commissions, discounts, agency fee, brokerages or other special terms in

VI-29
APPENDIX VI STATUTORY AND GENERAL INFORMATION

connection with the issue or sale of any capital of any member of our Group from our Group within the two years
preceding the date of this prospectus.

D. DISCLAIMERS

Save as disclosed in this prospectus:

(a) none of our Directors or the chief executive officer of our Company has any interest or short
positions in the shares, underlying shares or debentures of our Company or any associated
corporation (within the meaning of Part XV of the SFO) which will have to be notified to us and the
Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including
interests and short positions which he is taken or deemed to have under such provisions of the SFO)
or which will be required, pursuant to section 352 of the SFO, to be entered into the register referred
to in that section, or which will be required to be notified to us and the Hong Kong Stock Exchange
pursuant to the Model Code for Securities Transactions by Directors of Listed Companies, in each
case once our Shares are listed;

(b) none of our Directors nor any of the parties listed in “— Consents” below has any direct or indirect
interest in the promotion of our Company, or in any assets which have within the two years
immediately preceding the date of this prospectus, been acquired or disposed of by or leased to any
member of our Group, or are proposed to be acquired or disposed of by or leased to any member of
our Group;

(c) none of our Directors nor any of the parties listed in “— Consents” below is materially interested in
any contract or arrangement subsisting at the date of this prospectus which is significant in relation
to the business of the our Group as a whole;

(d) none of the parties listed in “— Consents” below:

(i) is interested legally or beneficially in any of our Shares or any shares of any of our subsidiaries;
or

(ii) has any right or option (whether legally enforceable or not) to subscribe for or to nominate
persons to subscribe securities in any member of the our Group;

(e) none of our Directors has any existing or proposed service contracts with any member of the our
Group (excluding contracts expiring or determinable by the employer within one year without
payment of compensation (other than statutory compensation)); and

(f) to the best knowledge of our Directors, none of our Directors, their associates, or any Shareholder
who is interested in 5% or more of our issued share capital has any interest in either our five largest
suppliers or five largest customers.

E. PRE-IPO SHARE OPTION SCHEMES

On February 20, 2004, MP Cayman, the intermediate holding company of MP Shanghai prior to the
Reorganization completed on December 31, 2006, adopted the 2004 Stock Option Plan (the “2004 Option Plan”)
pursuant to which MP Cayman may grant up to 10,261,030 share options to the employees, executives and
outside consultants of MP Shanghai.

During 2004 and 2005, MP Cayman granted a total of 10,261,030 share options to the executives,
employees and outside consultants. The grantees under the 2004 Option Plan became the shareholders of MP

VI-30
APPENDIX VI STATUTORY AND GENERAL INFORMATION

Cayman and later become the shareholders of the Company upon the completion of the Reorganization when the
ordinary shares of MP Cayman were exchanged for the Company’s ordinary shares on a one for one basis.

On January 10, 2007, the Company agreed to assume the obligation of all outstanding and unvested share
options of MP Cayman under the 2004 Option Plan. The assumption of share options was considered as a
modification to the 2004 Option Plan (the “2004 Modified Plan”).

On August 26, 2006, the Company adopted the 2006 Share Incentive Plan (the “2006 Incentive Plan”), in
which the board of directors authorized, at their discretion, the issuance of an aggregate of up to 6,009,157 share
options to the executives, employees and outside consultants of MP Shanghai. The 2006 Incentive Plan is subject
to adjustment for a share split, or any future share dividend or other similar change in the ordinary shares for the
capital structure. Each option gives the holder the right to subscribe for one ordinary share in the Company.

On September 3, 2010, the Company amended the 2006 Incentive Plan such that the maximum aggregate
number of shares which may be issued pursuant to all Awards, including incentive stock options within the
meaning of Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (the “Incentive
Stock Options”) was increased to 6,509,157. The number of Shares covered by each outstanding Award and
authorized for issuance under the 2006 Incentive Plan would also be proportionately adjusted as a result of the
10-for-1 share split.

Details of the exercise price and vesting of the options in relation to the 2004 Option Plan and the 2006
Incentive Plan are contained in Note 24 of the Accountants Report in Appendix I to this prospectus.

The principal terms of the 2006 Incentive Plan are set out below. Reference to “Pre-IPO Share Option
Scheme” means the 2006 Incentive Plan unless expressed mentioned otherwise.

1. Awards that may be granted under the scheme include:

Š options to purchase the ordinary shares,

Š dividend equivalent rights, the value of which is measured by the dividends paid with respect to
the ordinary shares,

Š restricted shares,

Š restricted share units,

Š share appreciation rights, the value of which is measured by appreciation in the value of our
Company’s ordinary shares; and

Š an award may consist of one such security or benefit or two or more of them in any
combination or alternative.

Until the Latest Practicable Date, our Company has only granted share options under the Pre-IPO Share
Option Schemes (being the 2004 Option Plan and the 2006 Incentive Plan).

2. Other than adjustments upon changes in capitalization as specified under Item 24, the maximum
aggregate number of shares which may be issued under the Pre-IPO Share Option Scheme is
6,509,157 shares. The shares to be issued under the Pre-IPO Share Option Scheme may be
authorized, but unissued, or reacquired ordinary shares.

VI-31
APPENDIX VI STATUTORY AND GENERAL INFORMATION

Any shares covered by an award which is forfeited, cancelled or expires (whether voluntarily or
involuntarily) shall be deemed not to have been issued for purposes of determining the maximum
aggregate number of shares which may be issued under the Pre-IPO Share Option Scheme. Shares
that actually have been issued under the Pre-IPO Share Option Scheme pursuant to an Award shall
not be returned to the Pre-IPO Share Option Scheme and shall not become available for future
issuance under the Pre-IPO Share Option Scheme, except that if unvested shares are forfeited, or
repurchased by our Company at the lower of their original purchase price or their fair market value
at the time of repurchase, such shares shall become available for future grant under the Pre-IPO
Share Option Scheme. To the extent not prohibited by applicable laws or rules, any shares covered
by an Award which are surrendered (i) in payment of the Award exercise or purchase price or (ii) in
satisfaction of tax withholding obligations incident to the exercise of an Award shall be deemed not
to have been issued for purposes of determining the maximum number of shares which may be
issued under the Pre-IPO Share Option Scheme, unless otherwise determined by the Administrator.

3. Subject to the specific provisions relating to the appointment of the plan administrator under the
Pre-IPO Share Option Scheme, the board or a committee designated by the board and complying
with any applicable laws shall be the plan administrator.

4. Subject to applicable laws and the provisions of the Pre-IPO Share Option Scheme (including any
other powers given to the administrator hereunder), and except as otherwise provided by the board,
the administrator shall have the authority, in its discretion:

(i) to select the employees, directors and consultants to whom awards may be granted from time to
time hereunder;

(ii) to determine whether and to what extent awards are granted hereunder;

(iii) to determine the number of shares or the amount of other consideration to be covered by each
award granted hereunder;

(iv) to approve forms of award agreements for use under the Pre-IPO Share Option Scheme;

(v) to determine the terms and conditions of any award granted hereunder;

(vi) to amend the terms of any outstanding award granted under the Pre-IPO Share Option Scheme,
subject to certain conditions;

(vii) to construe and interpret the terms of the Pre-IPO Share Option Scheme and awards, including
without limitation, any notice of award or award agreement, granted pursuant to the Pre-IPO
Share Option Scheme as well as any inconsistency between the Pre-IPO Share Option Scheme
and the award agreement;

(viii) to grant awards to employees, directors and consultants employed outside the United States on
such terms and conditions different from those specified in the Pre-IPO Share Option Scheme
as may, in the judgment of the administrator, be necessary or desirable to further the purpose of
the Pre-IPO Share Option Scheme; and

(ix) to take such other action, not inconsistent with the terms of the Pre-IPO Share Option Scheme,
as the administrator deems appropriate.

VI-32
APPENDIX VI STATUTORY AND GENERAL INFORMATION

Any decision made, or action taken, by the administrator or in connection with the administration of
this Pre-IPO Share Option Scheme shall be final, conclusive and binding on all persons having an
interest in the Pre-IPO Share Option Scheme.

5. Awards other than Incentive Stock Options may be granted to employees, directors and consultants.
Incentive Stock Options may be granted only to employees of our Company or a parent or a
subsidiary of our Company. An employee, director or consultant who has been granted an award
may, if otherwise eligible, be granted additional awards. Awards may be granted to such employees,
directors or consultants who are residing in non-U.S. jurisdictions as the administrator may
determine from time to time.

6. The administrator is authorized under the Pre-IPO Share Option Scheme to award any type of
arrangement to an employee, director or consultant that is not inconsistent with the provisions of the
Pre-IPO Share Option Scheme and that by its terms involves or might involve the issuance of
(i) shares, (ii) cash or (iii) an option, or similar right with a fixed or variable price related to the fair
market value of the Shares and with an exercise or conversion privilege related to the passage of
time, the occurrence of one or more events, or the satisfaction of performance criteria or other
conditions.

7. Each award shall be designated in the award agreement. In the case of an option, the option shall be
designated as either an Incentive Stock Option or a Non-Qualified Stock Option (being options
which do not qualify as Incentive Stock Options). However, notwithstanding such designation, an
option will qualify as an Incentive Stock Option under the Code only to the extent the US$100,000
dollar limitation of Section 422(d) of the Code is not exceeded.

8. Subject to the terms of the Pre-IPO Share Option Scheme, the administrator shall determine the
provisions, terms, and conditions of each award including, but not limited to, the award vesting
schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment (cash,
shares, or other consideration) upon settlement of the award, payment contingencies, and satisfaction
of any performance criteria. The performance criteria established by the administrator may be based
on any one of, or combination of, the following: (i) increase in share price, (ii) earnings per share,
(iii) total shareholder return, (iv) operating margin, (v) gross margin, (vi) return on equity,
(vii) return on assets, (viii) return on investment, (ix) operating income, (x) net operating income,
(xi) pre-tax profit, (xii) cash flow, (xiii) revenue, (xiv) expenses, (xv) earnings before interest, taxes
and depreciation, (xvi) economic value added and (xvii) market share. The performance criteria may
be applicable to our Company, our Company’s parents, subsidiaries and/or any individual business
units of our Company or our Company’s parents or subsidiaries. Partial achievement of the specified
criteria may result in a payment or vesting corresponding to the degree of achievement as specified
in the award agreement.

9. The administrator may issue awards under the Pre-IPO Share Option Scheme in settlement,
assumption or substitution for, outstanding awards or obligations to grant future awards in
connection with our Company or a parent or subsidiary of our Company acquiring another entity, an
interest in another entity or an additional interest in a parent or subsidiary of our Company whether
by merger, share purchase, asset purchase or other form of transaction.

10. The administrator may establish one or more programs under the Pre-IPO Share Option Scheme to
permit selected grantees the opportunity to elect to defer receipt of consideration upon exercise of an
award, satisfaction of performance criteria, or other event that absent the election would entitle the
grantee to payment or receipt of shares or other consideration under an award. The administrator
may establish the election procedures, the timing of such elections, the mechanisms for payments of,

VI-33
APPENDIX VI STATUTORY AND GENERAL INFORMATION

and accrual of interest or other earnings, if any, on amounts, shares or other consideration so
deferred, and such other terms, conditions, rules and procedures that the administrator deems
advisable for the administration of any such deferral program.

11. The administrator may establish one or more separate programs under the Pre-IPO Share Option
Scheme for the purpose of issuing particular forms of awards to one or more classes of grantees on
such terms and conditions as determined by the administrator from time to time.

12. Following the date that the exemption from application of Section 162(m) of the Code (or any
exemption having similar effect) ceases to apply to awards, the maximum number of shares with
respect to which options and share appreciation rights may be granted to any grantee in any calendar
year may be determined by the board annually or, if no such determination is made, no cap shall be
applicable. To the extent required by Section 162(m) of the Code or the regulations thereunder, in
applying the foregoing limitations with respect to a grantee, if any option or share appreciation right
is cancelled, the cancelled option or share appreciation right shall continue to count against the
maximum number of shares with respect to which options and share appreciation rights may be
granted to the grantee. For this purpose, the repricing of an option shall be treated as the cancellation
of the existing option or share appreciation right and the grant of a new option or share appreciation
right.

13. If the vesting or receipt of shares under an award is deferred to a later date, any amount (whether
denominated in shares or cash) paid in addition to the original number of shares subject to such
award will not be treated as an increase in the number of shares subject to the award if the additional
amount is based either on a reasonable rate of interest or on one or more predetermined actual
investments such that the amount payable by our Company at the later date will be based on the
actual rate of return of a specific investment (including any decrease as well as any increase in the
value of an investment).

14. The term of each award shall be the term stated in the award agreement, provided, however, that the
term of an Incentive Stock Option shall be no more than ten (10) years from the date of grant
thereof. However, in the case of an Incentive Stock Option granted to a Grantee who, at the time the
Option is granted, owns shares representing more than ten percent (10%) of the voting power of all
classes of shares of our Company or any parent or subsidiary of our Company, the term of the
Incentive Stock Option shall be five (5) years from the date of grant thereof or such shorter term as
may be provided in the Award Agreement. Notwithstanding the foregoing, the specified term of any
Award shall not include any period for which the Grantee has elected to defer the receipt of the
shares or cash issuable pursuant to the Award.

15. Incentive Stock Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed
of in any manner other than by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the grantee, only by the grantee. Other awards shall be transferable (i) by will
and by the laws of descent and distribution and (ii) during the lifetime of the Grantee: (A) to an
investment holding company wholly owned by such Grantee (“Holding Company”), or (B) to the
extent and in the manner authorized by the Administrator. Notwithstanding the foregoing, the
Grantee may designate one or more beneficiaries of the Grantee’s Award in the event of the
Grantee’s death on a beneficiary designation form provided by the Administrator.

If the Grantee transfers an award to a holding company, the grantee and the holding Company shall
enter into an agreement with our Company in accordance with the provisions of the Pre-IPO Share
Option Scheme.

VI-34
APPENDIX VI STATUTORY AND GENERAL INFORMATION

16. The date of grant of an award shall for all purposes be the date on which the administrator makes the
determination to grant such award, or such other date as is determined by the administrator.

17. The exercise price, if any, for an award shall be as follows:

(i) In the case of an Incentive Stock Option:

(A) granted to an employee who, at the time of the grant of such Incentive Stock Option owns
shares representing more than ten percent (10%) of the voting power of all classes of
shares of our Company or any parent or subsidiary of our Company, the per share exercise
price shall be not less than one hundred ten percent (110%) of the fair market value per
Share on the date of grant; or

(B) granted to any employee other than an employee described in the preceding paragraph, the
per share exercise price shall be not less than one hundred percent (100%) of the fair
market value per share on the date of grant.

(ii) In the case of a Non-Qualified Stock Option, the per share exercise price shall be not less than
one hundred percent (100%) of the fair market value per share on the date of grant.

(iii) In the case of share appreciation rights, the base appreciation amount shall be not less than one
hundred percent (100%) of the fair market value per share on the date of grant.

(iv) In the case of awards intended to qualify as performance-based compensation, the exercise or
purchase price, if any, shall be not less than one hundred percent (100%) of the fair market
value per share on the date of grant.

(v) In the case of other awards, such price as is determined by the administrator.

(vi) Notwithstanding the foregoing provisions re exercise price, in the case of an award issued pursuant
to Item 8 above, the exercise or purchase price for the award shall be determined in accordance
with the provisions of the relevant instrument evidencing the agreement to issue such award.

18. Subject to applicable laws, the consideration to be paid for the shares to be issued upon exercise or
purchase of an award including the method of payment, shall be determined by the administrator
(and, in the case of an Incentive Stock Option, shall be determined at the time of grant). In addition
to any other types of consideration the administrator may determine, the administrator is authorized
to accept as consideration for shares issued under the Pre-IPO Share Option Scheme the following:

(i) cash;

(ii) check;

(iii) surrender of shares or delivery of a properly executed form of attestation of ownership of shares as
the Administrator may require which have a fair market value on the date of surrender or attestation
equal to the aggregate exercise price of the shares as to which said Award shall be exercised;

(iv) with respect to options, if the exercise occurs on or after the Registration Date, payment through
a broker-dealer sale and remittance procedure pursuant to which the Grantee (A) shall provide
written instructions to a Company designated brokerage firm to effect the immediate sale of
some or all of the purchased shares and remit to our Company sufficient funds to cover the

VI-35
APPENDIX VI STATUTORY AND GENERAL INFORMATION

aggregate exercise price payable for the purchased shares and (B) shall provide written
directives to our Company to deliver the certificates for the purchased shares directly to such
brokerage firm in order to complete the sale transaction;

“Registration Date” means the first to occur of (i) the closing of the first sale to the general public
pursuant to a registration statement filed with and declared effective by the Securities and
Exchange Commission under the Securities Act of 1933, as amended, of (A) the ordinary shares
or (B) the same class of securities of a successor corporation (or its parent) issued pursuant to a
Corporate Transaction in exchange for or in substitution of the ordinary shares; and (ii) in the
event of a Corporate Transaction, the date of the consummation of the Corporate Transaction if
the same class of securities of the successor corporation (or its parent) issuable in such Corporate
Transaction shall have been sold to the general public pursuant to a registration statement filed
with and declared effective by the Securities and Exchange Commission under the Securities Act
of 1933, as amended, on or prior to the date of consummation of such Corporate Transaction.

“Corporate Transaction” means any of the following transactions, provided, however, that the
Administrator shall determine under parts (d) and (e) whether multiple transactions are related,
and its determination shall be final, binding and conclusive:

(a) a merger or consolidation in which our Company is not the surviving entity, except for a
transaction the principal purpose of which is to change the jurisdiction in which our
Company is incorporated;

(b) the sale, transfer or other disposition of all or substantially all of the assets of our
Company;

(c) the complete liquidation or dissolution of our Company;

(d) any reverse merger or series of related transactions culminating in a reverse merger
(including, but not limited to, a tender offer followed by a reverse merger) in which our
Company is the surviving entity but (A) the ordinary shares outstanding immediately prior
to such merger are converted or exchanged by virtue of the merger into other property,
whether in the form of securities, cash or otherwise, or (B) in which securities possessing
more than forty percent (40%) of the total combined voting power of our Company’s
outstanding securities are transferred to a person or persons different from those who held
such securities immediately prior to such merger or the initial transaction culminating in
such merger, but excluding any such transaction or series of related transactions that the
Administrator determines shall not be a Corporate Transaction; or

(e) acquisition in a single or series of related transactions by any person or related group of
persons (other than our Company or by a Company-sponsored employee benefit plan) of
beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities
possessing more than fifty percent (50%) of the total combined voting power of our
Company’s outstanding securities but excluding any such transaction or series of related
transactions that the Administrator determines shall not be a Corporate Transaction.

(v) with respect to options, payment through a “net exercise” such that, without the payment of any
funds, the grantee may exercise the option and receive the net number of shares equal to (i) the
number of shares as to which the option is being exercised, multiplied by (ii) a fraction, the
numerator of which is the fair market value per share (on such date as is determined by the
administrator) less the exercise price per share, and the denominator of which is such fair

VI-36
APPENDIX VI STATUTORY AND GENERAL INFORMATION

market value per share (the number of net shares to be received shall be rounded down to the
nearest whole number of shares); or

(vi) any combination of the foregoing methods of payment.

The administrator may at any time or from time to time, grant awards which do not permit all of
the foregoing forms of consideration to be used in payment for the shares or which otherwise
restrict one or more forms of consideration.

19. No shares shall be delivered under the Pre-IPO Share Option Scheme to any grantee or other person
until such Grantee or other person has made arrangements acceptable to the administrator for the
satisfaction of any national, provincial or local income and employment tax withholding obligations,
including, without limitation, obligations incident to the receipt of shares. Upon exercise or vesting
of an Award our Company shall withhold or collect from the Grantee an amount sufficient to satisfy
such tax obligations, including, but not limited to, by surrender of the whole number of shares
covered by the Award sufficient to satisfy the minimum applicable tax withholding obligations
incident to the exercise or vesting of an Award.

20. Any award granted hereunder shall be exercisable at such times and under such conditions as
determined by the administrator under the terms of the Pre-IPO Share Option Scheme and specified
in the award agreement.

An award shall be deemed to be exercised when written notice of such exercise has been given to
our Company in accordance with the terms of the award by the person or entity entitled to exercise
the award and full payment for the shares with respect to which the award is exercised, including, to
the extent selected, use of the broker-dealer sale and remittance procedure to pay the purchase price.

21. An award may not be exercised after the termination date of such award set forth in the award
agreement and may be exercised following the termination of a grantee’s Continuous Service only to
the extent provided in the award agreement.

Subject to the specific provisions in the Pre-IPO Share Option Scheme, “Continuous Service”
essentially means that the provision of services to our Company or a parent or subsidiary of our
Company in any capacity of employee, director or consultant is not interrupted or terminated.

Where the award agreement permits a grantee or a holding company to exercise an award following
the termination of the grantee’s continuous service for a specified period, the award shall terminate
to the extent not exercised on the last day of the specified period or the last day of the original term
of the award, whichever occurs first.

Any award designated as an Incentive Stock Option to the extent not exercised within the time
permitted by law for the exercise of Incentive Stock Options following the termination of a grantee’s
Continuous Service shall convert automatically to a Non-Qualified Stock Option and thereafter shall
be exercisable as such to the extent exercisable by its terms for the period specified in the award
agreement.

22. For the avoidance of doubt, an award may not be exercised from the date which is four business days
prior to the date on which it is expected that the Listing Committee will meet to consider the listing
application of our Company to the date on which our Company is listed on the Hong Kong Stock
Exchange.

VI-37
APPENDIX VI STATUTORY AND GENERAL INFORMATION

23. Subject to any required action by the shareholders of our Company, the number of shares covered by
each outstanding award, and the number of shares which have been authorized for issuance under the
Pre-IPO Share Option Scheme but as to which no awards have yet been granted or which have been
returned to the Pre-IPO Share Option Scheme, the exercise or purchase price of each such
outstanding award, the maximum number of shares with respect to which awards may be granted to
any grantee in any calendar year, as well as any other terms that the administrator determines require
adjustment shall be proportionately adjusted for (i) any increase or decrease in the number of issued
shares resulting from a share split, reverse share split, share dividend, combination or reclassification
of the shares, or similar transaction affecting the shares, (ii) any other increase or decrease in the
number of issued shares effected without receipt of consideration by our Company, or (iii) as the
administrator may determine in its discretion, any other transaction with respect to ordinary shares
including a corporate merger, consolidation, acquisition of property or shares, separation (including
a spin-off or other distribution of shares or property), reorganization, liquidation (whether partial or
complete) or any similar transaction; provided, however that conversion of any convertible securities
of our Company shall not be deemed to have been “effected without receipt of consideration.” In the
event of any distribution of cash or other assets to shareholders other than a normal cash dividend,
the administrator may also, in its discretion, make adjustments in connection with the events
described in (i)-(iii) of this Item or substitute, exchange or grant awards with respect to the shares of
a parent or subsidiary of our Company (collectively “adjustments”). In determining adjustments to
be made under this Item, the administrator may take into account such factors as it deems
appropriate, including (x) the restrictions of applicable law, (y) the potential tax, accounting or other
consequences of an adjustment and (z) the possibility that some Grantees might receive an
adjustment and a distribution or other unintended benefit, and in light of such factors or
circumstances may make adjustments that are not uniform or proportionate among outstanding
Awards, modify vesting dates, defer the delivery of share certificates or make other equitable
adjustments. Any such adjustments to outstanding Awards will be effected in a manner that
precludes the material enlargement of rights and benefits under such Awards. Adjustments, if any,
and any determinations or interpretations, including any determination of whether a distribution is
other than a normal cash dividend, shall be made by the administrator and its determination shall be
final, binding and conclusive. In connection with the foregoing adjustments, the administrator may,
in its discretion, prohibit the exercise of Awards during certain periods of time. Except as the
administrator determines, no issuance by our Company of shares of any class, or securities
convertible into shares of any class, shall affect, and no adjustment by reason hereof shall be made
with respect to, the number or price of Shares subject to an Award.

24. Effective upon the consummation of a Corporate Transaction, all outstanding Awards under the
Pre-IPO Share Option Scheme shall terminate. However, all such Awards shall not terminate to the
extent they are Assumed in connection with the Corporate Transaction.

Except as provided otherwise in an individual Award Agreement, in the event of a Corporate


Transaction, for the portion of each Award that is neither Assumed nor Replaced, such portion of the
Award shall automatically become fully vested and exercisable and be released from any repurchase
or forfeiture rights (other than repurchase rights exercisable at fair market value) for all of the shares
at the time represented by such portion of the Award, immediately prior to the specified effective
date of such Corporate Transaction, provided that the Grantee’s Continuous Service has not
terminated prior to such date.

“Assumed” means that pursuant to a Corporate Transaction either (i) the Award is expressly
affirmed by our Company or (ii) the contractual obligations represented by the Award are expressly
assumed (and not simply by operation of law) by the successor entity or its parent in connection with
the Corporate Transaction with appropriate adjustments to the number and type of securities of the

VI-38
APPENDIX VI STATUTORY AND GENERAL INFORMATION

successor entity or its parent subject to the Award and the exercise or purchase price thereof which at
least preserves the compensation element of the Award existing at the time of the Corporate
Transaction as determined in accordance with the instruments evidencing the agreement to assume
the Award.

“Replaced” means that pursuant to a Corporate Transaction the Award is replaced with a comparable
share or stock award or a cash incentive program of our Company, the successor entity (if
applicable) or parent of either of them which preserves the compensation element of such Award
existing at the time of the Corporate Transaction and provides for subsequent payout in accordance
with the same (or a more favorable) vesting schedule applicable to such Award.

Except as provided otherwise in an individual award agreement, in the event of a Change in Control
(other than a Change in Control which also is a Corporate Transaction), each Award which is at the
time outstanding under the Pre-IPO Share Option Scheme automatically shall become fully vested
and exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights
exercisable at Fair Market Value), immediately prior to the specified effective date of such Change
in Control, for all of the Shares at the time represented by such award, provided that the grantee’s
Continuous Service has not terminated prior to such date.

“Change in Control” means a change in ownership or control of our Company after the Registration
Date effected through either of the following transactions:

(i) the direct or indirect acquisition by any person or related group of persons (with certain
specified exceptions) of beneficial ownership (within the meaning of Rule 13d-3 of the U.S.
Securities Act) of securities possessing more than fifty percent (50%) of the total combined
voting power of our Company’s outstanding securities pursuant to a tender or exchange offer
made directly to our Company’s shareholders which a majority of the Continuing Directors (as
defined by the Pre-IPO Share Option Scheme) who are not Affiliates or Associates (within the
respective meanings ascribed to such terms in Rule 12b-2 promulgated under the U.S.
Securities Act) of the offeror do not recommend such shareholders accept, or

(ii) a change in the composition of our Board over a period of twelve (12) months or less such that
a majority of our Board members (rounded up to the next whole number) ceases, by reason of
one or more contested elections for Board membership, to be comprised of individuals who are
Continuing Directors.

Any Incentive Stock Option accelerated under this Item in connection with a Corporate Transaction
or Change in Control shall remain exercisable as an Incentive Stock Option under the Code only to
the extent the US$100,000 dollar limitation of Section 422(d) of the Code is not exceeded.

25. The Pre-IPO Share Option Scheme shall become effective upon the earlier to occur of its adoption
by our Board or its approval by the shareholders of our Company. It shall continue in effect for a
term of ten (10) years unless sooner terminated.

26. The board may at any time amend, suspend or terminate the Pre-IPO Share Option Scheme;
provided, however, that no such amendment shall be made without the approval of our Company’s
shareholders to the extent such approval is required by applicable laws, or if such amendment would
change certain specific provisions of the Pre-IPO Share Option Scheme.

27. No Award may be granted during any suspension of the Pre-IPO Share Option Scheme or after
termination of the Pre-IPO Share Option Scheme.

VI-39
APPENDIX VI STATUTORY AND GENERAL INFORMATION

No suspension or termination of the Pre-IPO Share Option Scheme shall adversely affect any rights
under awards already granted to a grantee.

28. Our Company, during the term of the Pre-IPO Share Option Scheme, will at all times reserve and
keep available such number of shares as shall be sufficient to satisfy the requirements of the Pre-IPO
Share Option Scheme.

The inability of our Company to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by our Company’s counsel to be necessary to the lawful issuance and sale
of any shares hereunder, shall relieve our Company of any liability in respect of the failure to issue
or sell such shares as to which such requisite authority shall not have been obtained.

29. The grant of Incentive Stock Options under the Pre-IPO Share Option Scheme shall be subject to
approval by the shareholders of our Company within twelve (12) months before or after the date the
Pre-IPO Share Option Scheme is adopted excluding Incentive Stock Options issued in substitution
for outstanding Incentive Stock Options pursuant to Section 424(a) of the Code. Such shareholder
approval shall be obtained in the degree and manner required under applicable laws. The
administrator may grant Incentive Stock Options under the Pre-IPO Share Option Scheme prior to
approval by the shareholders, but until such approval is obtained, no such Incentive Stock Option
shall be exercisable. In the event that shareholder approval is not obtained within the twelve
(12) month period provided above, all Incentive Stock Options previously granted under the Pre-IPO
Share Option Scheme shall be exercisable as Non-Qualified Stock Options.

Outstanding options granted

As of the date of this prospectus, options to subscribe for an aggregate of 6,622,162 Shares, representing
approximately 4.5% of the total number of issued Shares immediately following completion of the Global
Offering (assuming the Over-allotment Option is not exercised, all granted options under the Pre-IPO Share
Option Schemes have been fully exercised, no Shares have been issued upon the exercise of options granted
under the Share Option Scheme and an aggregate of 252,740,000 Shares are offered in the Global Offering) at an
exercise price ranging from nil to US$4.25 have been conditionally granted to 435 participants by our Company
at no consideration under the Pre-IPO Share Option Schemes. All the options under the Pre-IPO Share Option
Schemes were granted during the period from February 20, 2004 to August 9, 2010 and no further options will be
granted under the Pre-IPO Share Option Schemes prior to the Listing Date.

VI-40
Particulars of the options granted under the Pre-IPO Share Option Schemes are as follows (which does not take into account the effect of the 10-for-1 share
split which will take place immediately prior to the Global Offering):

Pre-IPO Share Option Schemes:


% of issued
APPENDIX VI

share
capital
immediately Number Number Number Number Number Number Number Number Number Number
No. of after of options of options of options of options of options of options of options of options of options of options
Shares Weighted completion that that that that that that that that that that
subject average of the become become become become become become become become become become
Exercise to the exercise Global Current exercisable exercisable exercisable exercisable exercisable exercisable exercisable exercisable exercisable exercisable
Residential Price outstanding price Offering shareholding in year in year in year in year in year in year in year in year in year in year
Name of grantee address Position (US$) options (in US$) (Note 1) (Note 15) 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Directors and chief executive officers of the Company and its subsidiaries
Zhaohua Chang Lane 573, Executive 3.062 1,000,000 3.062 0.68 21,711,000* — — — — — 250,000 250,000 250,000 250,000 —
Bibo Road, Director of (Note 2)
Shanghai Z- the Company,
J Hi-Tech and a
Park, Director of
Shanghai, MP Shanghai
People’s
Republic of
China

VI-41
Yan Zhang No. 166, President and 3.062 450,000** 3.062 0.31 320,000** — — 15,000 42,500 42,500 87,500 87,500 87,500 87,500 —
Lane 399, executive (Note 3)
Dian Pu He Director of
Road Song the Company
Jiang and MP
District Shanghai;
Shanghai executive
People’s Director of
Republic of MP
China Lifesciences
Shanghai
Qiyi Luo No. 17, Executive 2.75 28,045** 3.031 0.19 1,091,955 — — 7,012 7,011 7,011 69,511 62,500 62,500 62,500 —
Lane 333 Director of 3.062 250,000**
Qing Tong the Company (Note 4)
Road, and Chief
Pudong Technology
New Area Officer of the
Shanghai Company and
People’s MP Shanghai
Republic of
China
STATUTORY AND GENERAL INFORMATION
% of issued
share
capital
immediately Number Number Number Number Number Number Number Number Number Number
No. of after of options of options of options of options of options of options of options of options of options of options
Shares Weighted completion that that that that that that that that that that
subject average of the become become become become become become become become become become
Exercise to the exercise Global Current exercisable exercisable exercisable exercisable exercisable exercisable exercisable exercisable exercisable exercisable
Residential Price outstanding price Offering shareholding in year in year in year in year in year in year in year in year in year in year
APPENDIX VI

Name of grantee address Position (US$) options (in US$) (Note 1) (Note 15) 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Hongbin Sun Room 601, Chief 3.062 400,000 3.062 0.27 None — — — — — 100,000 100,000 100,000 100,000 —
No. 11, Lane Financial (Note 5)
180 Huafa Road, Officer and
Xu Hui District executive
Shanghai, Director of the
People’s Company and
Republic of MP Shanghai
China
Yufei Hu Room 603, Executive 3.062 350,000** 3.062 0.24 None — — — 62,500 62,500 87,500 87,500 25,000 25,000 —
No.14, Lane Director of MP (Note 6)
666 Jin Xiu Orthopedics,
Road, Pudong, and Vice
Shanghai President of
People’s Finance of the
Republic of Company and
China MP Shanghai
Yimin Xu Room 501, Executive 2.75 4,443 3.049 0.07 605,226 — — — — — 29,443 25,000 25,000 25,000 —
10 Building, Director of MP 3.062 100,000 which
Lane 50 B.V. and Vice (Note 7) includes

VI-42
Guangyuan Xi President of 59,669**
Road QA &
Shanghai Regulatory of
People’s MP Shanghai
Republic of
China
Daozhi Liu 10-801, 199 Vice President 2.75 3,739 3.051 0.07 461,261 — — 935 935 935 25,934 25,000 25,000 25,000 —
Nong of Research 3.062 100,000
Bai Yang Road, Center of MP (Note 8)
Pudong Shanghai and
Shanghai General
People’s Manager of
Republic of MP
China Orthopedics
Senior management of the Company and its subsidiaries
Philip Li Wang Room 1801, Chief 2.75 63,704** 2.999 0.21 640,000 — — 15,926 15,926 15,926 78,426 62,500 62,500 62,500 —
Building 2, Operating 3.062 250,000**
Alley 550 South Officer of the (Note 9)
Xiang Yang Company and
Road Shanghai MP Shanghai
People’s
Republic of
China
STATUTORY AND GENERAL INFORMATION
% of issued
share
capital
immediately Number Number Number Number Number Number Number Number Number Number
No. of after of options of options of options of options of options of options of options of options of options of options
Shares Weighted completion that that that that that that that that that that
subject average of the become become become become become become become become become become
Exercise to the exercise Global Current exercisable exercisable exercisable exercisable exercisable exercisable exercisable exercisable exercisable exercisable
Residential Price outstanding price Offering shareholding in year in year in year in year in year in year in year in year in year in year
APPENDIX VI

Name of grantee address Position (US$) options (in US$) (Note 1) (Note 15) 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Kongrong Karl Pan 10066 Fox Vice President 3.062 500,000 3.062 0.34 None — — — — 80,000 105,000 105,000 105,000 105,000 —
Run Cove of (Note 10)
Woodbury, Manufacturing
MN55129 and Operation
United of the
States of Company and
America MP Shanghai
Jie Zhang Room 304, Senior Vice 2.75 2,569 3.054 0.07 547,431 — — — — — 27,569 25,000 25,000 25,000 —
No. 8, President of 3.062 100,000 which
Lane 50 General (Note 11) includes
Guang Administration 150,000**
Yuan Xi of MP
Road Shanghai
Shanghai
People’s
Republic
of China

VI-43
Bo Peng No.84, Chief 2.75 208,073** 2.909 0.29 162,812 — — 52,019 52,018 52,018 105,737 53,718 53,718 53,718 —
Lane 333 Marketing 3.062 214,873** which
Qing Tong Office of the (Note 12) includes
Road, Company and 20,885 **
Pudong MP Shanghai
Shanghai
People’s
Republic
of China
Xiaomin Huang Room 802, General 3.062 250,000 3.062 0.17 None — — — — 37,500 62,500 62,500 62,500 25,000 —
No.19, Manager of (Note 13)
Lane 108 MP
Zhu Cheng Lifesciences
Road Shanghai
Shanghai
People’s
Republic
of China
STATUTORY AND GENERAL INFORMATION
% of issued
share
capital
immediately Number Number Number Number Number Number Number Number Number Number
No. of after of options of options of options of options of options of options of options of options of options of options
Shares Weighted completion that that that that that that that that that that
subject average of the become become become become become become become become become become
to the exercise Global Current exercisable exercisable exercisable exercisable exercisable exercisable exercisable exercisable exercisable exercisable
Residential Exercise outstanding price Offering shareholding in year in year in year in year in year in year in year in year in year in year
APPENDIX VI

Name of grantee address Position Price (US$) options (in US$) (Note 1) (Note 15) 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Other grantees (Note 14)


Consultants in N/A N/A 0.09 to 1,077,892 0.577 0.73 None — 25,000 25,000 25,000 25,000 940,392 12,500 12,500 12,500 —
aggregate (17) 3.062
Other employees in N/A N/A 1,268,824 2.780 0.86 1,146,630 52,112 19,091 54,983 50,057 87,598 337,314 262,022 219,875 150,774 35,000
aggregate (406)
2 employees being granted N/A N/A 3.062 381,868 3.062 0.26 — — 10,000 10,000 22,500 146,868 65,000 55,000 42,500 30,000
between 50,001 to
200,000 options
12 employees being N/A N/A 2.75 to 4.25 459,609 3.001 0.31 24,716 5,863 10,433 15,433 37,933 100,433 100,433 91,865 72,500 —
granted between 10,001
to 50,000 options
392 employees being N/A N/A 2.75 427,347 2.750 0.29 27,396 13,228 34,550 24,624 27,165 90,013 96,589 73,010 35,774 5,000
granted less than 10,000
options
Total number of Shares 6,622,162
Total % of issued share 4.50

VI-44
capital immediately after
completion of the Global
Offering
STATUTORY AND GENERAL INFORMATION
APPENDIX VI STATUTORY AND GENERAL INFORMATION

* indirect shareholding through We’Tron Capital China Limited.


** indicates the relevant interest are held through a BVI special purpose vehicle.
Note:

(1) Assuming that all granted options under the Pre-IPO Share Option Schemes have been fully exercised.

(2) All of the 1,000,000 outstanding options were granted to Zhaohua Chang on July 9, 2010 and the exercise period is from July 9, 2011
to July 8, 2020. There is only one exercise price for the outstanding options held by Zhaohua Chang, being US$3.062.

(3) 100,000 outstanding options were granted to Yan Zhang on July 25, 2008 and the exercise period is from July 25, 2009 to July 24,
2018. 250,000 outstanding options were granted to Yan Zhang on July 9, 2010 and the exercise period is from July 9, 2011 to July 8,
2020. The remaining 100,000 outstanding options were granted to Yan Zhang on August 9, 2010 and the exercise period is from
August 9, 2011 to August 8, 2020. There is only one exercise price for the outstanding options held by Yan Zhang, being US$3.062.

(4) 28,045 outstanding options were granted to Qiyi Luo on March 2, 2007, the exercise period is from March 2, 2008 to March 1, 2017,
and the exercise price is US$2.75. 250,000 outstanding options were granted to Qiyi Luo on July 9, 2010, the exercise period is from
July 9, 2011 to July 8, 2020, and the exercise price is US$3.062.

(5) All the outstanding options were granted to Hongbin Sun on August 9, 2010. The exercise period is from August 9, 2011 to August 8,
2020. The exercise price is US$3.062.

(6) 250,000 outstanding options were granted to Yufei Hu on December 1, 2008 and the exercise period is from December 1, 2009 to
November 30, 2018. 100,000 outstanding options were granted to Yufei Hu on July 9, 2010 and the exercise period is from July 9, 2011
to July 8, 2020. The exercise price is US$3.062.

(7) 4,443 outstanding options were granted to Yimin Xu on March 2, 2007, the exercise period is from March 2, 2008 to March 1, 2017,
and the exercise price is US$2.75. 100,000 outstanding options were granted to Yimin Xu on July 9, 2010, the exercise period is from
July 9, 2011 to July 8, 2020, and the exercise price is US$3.062.

(8) The 3,739 outstanding options were granted to Daozhi Liu on March 2, 2007, the exercise period is from March 2, 2008 to March 1,
2017, and the exercise price is US$2.75. The 100,000 outstanding options were granted to Daozhi Liu on July 9, 2010, the exercise
period is from July 9, 2011 to July 8, 2020, and the exercise price is US$3.062.

(9) The 63,704 outstanding options were granted to Philip Li Wang on March 2, 2007, the exercise period is from March 2, 2008 to
March 1, 2017, and the exercise price is US$2.75. The 250,000 outstanding options were granted to Philip Li Wang on July 9, 2010,
the exercise period is from July 9, 2011 to July 8, 2020, and the exercise price is US$3.062.

(10) The 400,000 outstanding options were granted to Kongrong Karl Pan on October 21, 2009 and the exercise period is from October 21,
2010 to October 20, 2019. The remaining 100,000 outstanding options were granted to him on July 9, 2010 and the exercise period is
from July 9, 2011 to July 8, 2020. The exercise price is US$3.062.

(11) The 2,569 outstanding options were granted to Jie Zhang on March 2, 2007, the exercise period is from March 2, 2008 to March 1,
2017, and the exercise price is US$2.75. The 100,000 outstanding options were granted to Jie Zhang on July 9, 2010, the exercise
period is from July 9, 2011 to July 8, 2020, and the exercise price is US$3.062.

(12) The 208,073 outstanding options were granted to Bo Peng on March 2, 2007, the exercise period is from March 2, 2008 to March 1,
2017, and the exercise price is US$2.75. The 214,873 were granted on July 9, 2010, the exercise period is from July 9, 2011 to July 8,
2020, and the exercise price is US$3.062.

(13) The 150,000 outstanding options were granted to Xiaomin Huang on December 1, 2008 and the exercise period is from December 1,
2009 to November 30, 2018. The remaining 100,000 outstanding options were granted to Xiaomin Huang on July 9, 2010 and the
exercise period is from July 9, 2010 to July 8, 2020. The exercise price is US$3.062.

(14) The table sets out below shows the grant period and the exercise prices of our grantees, including grantees who are not our Directors
and senior management.

Grant Period Exercise Price (US$)


1. prior to June 2006 nil to 1.260
2. March 2007 to May 2007 2.750
3. May 2007 to current 3.062
4. February 2009 4.250

Other than the exercise price, no grantee under our Pre-IPO Share Option Schemes is required to pay any kind of consideration for his
or her options. Our employees normally receive options either on their first day of joining our Group, or pursuant to resolutions passed
by our Board of Directors or our executive committee. The vesting period normally ranges from four to five years and the exercise
period typically expires ten years after the date of grant, and starts from the end of the first year of the vesting period. As such, the
exercise periods for the options held by our employees vary depending on when they join the Group.

(15) The number of Shares held by the relevant grantee upon exercise of the options previously granted to him or her.

VI-45
APPENDIX VI STATUTORY AND GENERAL INFORMATION

Out of the 6,622,162 Shares to be issued upon the exercise of all the options granted under the Pre-IPO
Share Option Scheme, options representing 2,686,227 Shares were granted to 7 directors and chief executive
officers of our Company and its subsidiaries, options representing 1,589,219 Shares were granted to 5 senior
management of our Company and its subsidiaries, options representing 1,077,892 Shares were granted to the 17
outside consultants and options representing 1,268,824 Shares were granted to 406 other employees of our
Group. The 406 other employee grantees under the Pre-IPO Share Option Schemes were not connected persons
of our Company. No connected person other than directors or chief executive officers of our Company or its
subsidiaries has been conditionally granted Pre-IPO Options.

Assuming that all of the outstanding options granted under the Pre-IPO Share Option Schemes were
exercised in full on the Listing Date, the shareholding interest of the public would be increased from
approximately 29.0% to approximately 30.4% of the total issued share capital of our Company immediately after
completion of the Global Offering, assuming that the Over-allotment Option is not exercised. Our Directors will
not exercise any options if as a result of which our Company will not be able to comply with the public float
requirements of the Listing Rules.

The options issued under the Pre-IPO Share Option Schemes represent approximately 4.7% of our
enlarged share capital as of the Listing Date. If all options are exercised, this would have a dilutive effect on our
shareholders of approximately 4.5% and a dilutive effect of approximately 4.5% on earnings per Share. No
further options will be granted under the Pre-IPO Share Option Schemes after the Listing Date.

Waiver from the Stock Exchange and exemption from the SFC

Under Rule 17.02(1)(b) and Paragraph 27 of Appendix 1A of the Listing Rules and paragraph 10(d) of
Part I of the Third Schedule to the Companies Ordinance, this prospectus is required to include details of the
number, description and amount of any of our Shares which a person has, or is entitled to be given, an option to
subscribe for, together with certain particulars of each option, namely the period during which it is exercisable,
the price to be paid for Shares subscribed for under it, the consideration (if any) given or to be given for it or for
the right to it and the names and addresses of the persons to whom it was given. As of the date of the prospectus,
we have granted options to 435 persons to subscribe for 6,622,162 Shares on the terms set out above in this
“Statutory and General Information — Pre-IPO Share Option Schemes”.

Under the Pre-IPO Share Option Schemes, eligible persons include consultants or advisors who may be
doctors or experts in the medical device industry, and provide or have provided technical advice or support to the
research and development and strategic advice and support to the marketing of the Company. None of the outside
consultants is a connected person, and all of them are independent of the Company, the directors, the senior
management, and the shareholders. The Company has granted options representing 1,077,892 Shares to 17
outside consultants, which accounts for less than 1% of the total number of issued Shares immediately following
completion of the Global Offering (assuming the Over-allotment Option is not exercised, all granted options
under the Pre-IPO Share Option Schemes have been fully exercised, no Shares have been issued upon the
exercise of options granted under the Share Option Scheme and an aggregate of 252,740,000 Shares are offered
in the Global Offering). The Company did not enter into any formal engagement agreement with the consultants.
The options were granted to them subsequent to the provision of their consultancy services to the Company in
recognition of their contribution. The Company believes that there is no irregularity and/or unusual aspect as to
the granting of options to consultants who are independent third parties of the Company and who had, in the past,
made positive contributions to the business of the Group through the provision of consultancy services and
professional advice.

The consultants provided technical advice and support in relation to the research and development aspect
and strategic advice and support to the marketing of the Group’s business, including the improvisation of
coronary stents manufactured by the Company, electrophysiology devices, development of new products and

VI-46
APPENDIX VI STATUTORY AND GENERAL INFORMATION

market research on the potential launch of the products of the Company in the market. Out of these 17
consultants, 10 consultants currently do not provide any ongoing consultancy services to the Company. The
remaining seven consultants are currently providing ongoing consultancy services to the Company.

We have applied to the Hong Kong Stock Exchange and the SFC respectively for (i) a waiver from strict
compliance with the disclosure requirements under Rule 17.02(1)(b) and paragraph 27 of Appendix 1A of the
Listing Rules; and (ii) an exemption under section 342A of the Companies Ordinance from strict compliance
with the disclosure requirements of paragraph 10(d) of Part I of the Third Schedule to the Companies Ordinance
on the ground that full compliance with these abovementioned requirements would be unduly burdensome for us
for the following reasons:

(i) given that 435 grantees are involved as of the date of the prospectus, among which 423 are not
directors, members of the senior management or connected persons of the Company but are only
employees or outside consultants of the Group, the strict compliance with the disclosure
requirements under the Listing Rules and the Companies Ordinance on an individual basis in the
prospectus will be costly and unduly burdensome on our Company in light of a significant increase
in cost and timing for information compilation, prospectus preparation and printing; and

(ii) the grant of Pre-IPO Options to each eligible participant under the Pre-IPO Share Option Schemes is
made on a case-by-case basis and is determined by the directors of the Company, taking into account
the performance and contribution of each eligible participant to the Group. Individual information on
such options is highly sensitive and confidential among the grantees;

(iii) the grant and exercise in full of the options granted under the Pre-IPO Share Option Schemes will
not cause any material adverse change in the financial position of our Company;

(iv) the lack of full compliance of the applicable disclosure requirements under the Listing Rules and the
Companies Ordinance will not hinder our Company in providing an informed assessment of our
Company’s activities, assets and liabilities, financial position, management and prospects to its
potential investors; and

(v) the disclosure of a summary of information relating to the options granted under the Pre-IPO Share
Option Schemes, as described in the section headed “E. Pre-IPO Share Option Schemes” in
Appendix VI to this prospectus should provide potential investors with sufficient information to
make a relevant assessment of our Company in their investment decision-making process.

The Stock Exchange has granted to the Company the waiver under the Listing Rules on the conditions
that:

(i) there will be full disclosure on all Pre-IPO Options granted to directors, directors of the subsidiaries,
senior management of the Group and connected persons of the Company on an individual basis all
the particulars including, without limitation, the exercise price, exercise period and weighted average
price of the relevant options held by such director and senior management required by
paragraph 10(d) of the Third Schedule to the Companies Ordinance, Main Board Rule 17.02(1)(b)
and paragraph 27 of Appendix 1A in the paragraph headed “Statutory and General Information —
E. Pre-IPO Share Option Schemes” in Appendix VI to the prospectus;

(ii) for the remaining grantees, disclosure will be made, on an aggregate basis, (1) their aggregate
number and number of Shares underlying the Pre-IPO Options; (2) the exercise period of the Pre-
IPO Options; (3) the consideration paid for the Pre-IPO Options; (4) the exercise price of the Pre-
IPO Options;

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APPENDIX VI STATUTORY AND GENERAL INFORMATION

(iii) there will also be disclosure in the prospectus for the aggregate number of Shares underlying the Pre-
IPO Options under the Pre-IPO Share Option Schemes and the percentage of the Company’s issued
share capital represented by them;

(iv) the dilution effect and impact on earnings per Share upon full exercise of the Pre-IPO Options in the
paragraph headed “Statutory and General Information — E. Pre-IPO Share Option Schemes” in
Appendix VI to the prospectus; and

(v) a full list of all the grantees who have been granted options to subscribe for Shares under the Pre-
IPO Share Option Schemes, containing all the details as required under Rule 17.02(1)(b) and
paragraph 27 of Appendix 1A to the Listing Rules and paragraph 10 of Part I of the Third Schedule
to the Companies Ordinance, will be made available for public inspection in accordance with the
section headed “Documents Delivered to the Registrar of Companies and Available for Inspection”
in Appendix VII to the prospectus.

The SFC has granted to the Company the exemption under the Companies Ordinance on the conditions
that:

(i) there will be full disclosure on all Pre-IPO Options granted to directors, directors of the subsidiaries,
senior management of the Group and connected persons of the Company on an individual basis all
the particulars including, without limitation, the exercise price, exercise period and weighted average
exercise price of the relevant options held by such director and senior management required by
paragraph 10(d) of the Third Schedule to the Companies Ordinance in the paragraph headed
“Statutory and General Information — E. Pre-IPO Share Option Schemes” in Appendix VI to the
prospectus;

(ii) for the remaining grantees, disclosure will be made, on an aggregate basis, (1) their aggregate
number and number of Shares underlying the Pre-IPO Options; (2) the exercise period of the Pre-
IPO Options; (3) the consideration paid for the Pre-IPO Options; (4) the exercise price of the Pre-
IPO Options;

(iii) a full list of all the grantees who have been granted options to subscribe for Shares under the Pre-
IPO Share Option Schemes, containing all the details as required in paragraph 10 of Part I of the
Third Schedule to the Companies Ordinance, will be made available for public inspection in
accordance with the section headed “Documents Delivered to the Registrar of Companies and
Available for Inspection” in Appendix VII to the prospectus.

F. SHARE OPTION SCHEME

Summary of principal terms of the Share Option Scheme

The following is a summary of the principal terms of the Share Option Scheme conditionally approved
and adopted by our Shareholders at an extraordinary general meeting held on September 3, 2010. The terms of
the Share Option Scheme are in accordance with the provisions of Chapter 17 of the Listing Rules.

1. The purpose of the Share Option Scheme is to provide our Company with a means of incentivizing
directors, employees of business associates and retaining employees, and to encourage employees to
work towards enhancing the value of our Company and promote the long-term growth of our
Company. This Scheme will link the value of our Company with the interests of participants,
enabling participants and our Company to develop together and promoting our Company’s corporate
culture.

2. Our Directors may, at their discretion, invite any directors (including executive directors,
non-executive directors and independent non-executive directors), employees and officers of any

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APPENDIX VI STATUTORY AND GENERAL INFORMATION

member of our Group and any advisors, consultants, distributors, contractors, contract
manufacturers, agents, customers, business partners, joint venture business partners and service
providers of any member of our Group who our Board considers, in its sole discretion, have
contributed or will contribute to our Group to participate in the Share Option Scheme.

3. Initially the maximum number of Shares which may be issued upon exercise of all options to be
granted under the Share Option Scheme or any other share option schemes adopted by our Company
(and to which the provisions of Chapter 17 of the Listing Rules are applicable) shall not exceed 10%
of the aggregate of the Shares in issue on the Listing Date (such 10% limit represents 140,411,234
Shares). Options which have lapsed shall not be counted in calculating the 10% limit. However (but
subject to the 30% limit referred to in this paragraph below), our Company may refresh this 10%
limit with Shareholders’ approval provided that each such limit (as refreshed) may not exceed the
10% of the Shares in issue as of the date of our Shareholders’ approval. Options previously granted
under the Share Option Scheme and any other share option schemes adopted by our Company (and
to which the provisions of Chapter 17 of the Listing Rules are applicable) (including those
outstanding, cancelled or lapsed in accordance with the relevant scheme or exercised options) will
not be counted for the purpose of calculating the limit to be refreshed. Our Company may seek
separate approval by Shareholders in general meeting for granting options beyond the 10% limit
provided that the options in excess of the limit are granted only to participants specially identified by
our Company before such approval is sought. The total number of Shares which may be issued upon
exercise of all options granted and yet to be exercised under the Share Option Scheme or any other
share option schemes adopted by our Company (and to which the provisions of Chapter 17 of the
Listing Rules are applicable) must not exceed 30% of the Shares in issue from time to time. On the
Listing Date, such 30% represents 421,233,702 Shares.

4. Unless approved by Shareholders in the manner set out in this paragraph below, the total number of
Shares issued and to be issued upon exercise of the options granted to each participant (including
both exercised, cancelled and outstanding options) under the Share Option Scheme or any other
share option scheme adopted by our Company (and to which the provisions of Chapter 17 of the
Listing Rules are applicable) in any 12 month period must not exceed 1% of the Shares in issue. Any
further grant of options which would result in the number of Shares issued as aforesaid exceeding
the said 1% limit must be subject to prior Shareholders’ approval with the relevant participant and
his associates abstaining from voting.

Each grant of options to any director, chief executive or substantial shareholder of our Company (or
any of their respective associates) (as such terms are defined in rule 1.01 of the Listing Rules) shall
be subject to the prior approval of the independent non-executive directors of our Company
(excluding any independent non-executive Director who is a proposed grantee of the option). Where
any grant of options to a substantial shareholder or an independent non-executive Director of our
Company, or any of their respective associates, would result in the Shares issued and to be issued
upon exercise of all options already granted and to be granted (including options exercised, cancelled
and outstanding) to such person in the 12 month period up to and including the date of such grant:

(a) representing in aggregate over 0.1% (or such other higher percentage as may from time to time
be specified by the Hong Kong Stock Exchange) of the Shares in issue; and

(b) having an aggregate value, based on the closing price of the Shares as stated in the daily
quotations sheets issued by the Hong Kong Stock Exchange on the date of such grant, in excess
of HK$5 million (or such other higher amount as may from time to time be specified by the
Hong Kong Stock Exchange), such grant of options shall be subject to prior approval by our
Shareholders (voting by way of poll). All connected persons (as defined in the Listing Rules) of

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APPENDIX VI STATUTORY AND GENERAL INFORMATION

our Company shall abstain from voting at such general meeting, except that any connected
person may vote against the relevant resolution at the general meeting provided that his
intention to do so has been stated in the circular to be sent to our Shareholders in connection
therewith.

No offer shall be made and no option shall be granted to any participant in circumstances
prohibited by the Listing Rules at a time when the participant would or might be prohibited
from dealing in the Shares by the Listing Rules or by any applicable rules, regulations or law. In
particular, during the period commencing one month immediately preceding the earlier of:

(i) the date of our Board meeting (as such date is first notified to the Hong Kong Stock
Exchange in accordance with rule 13.43 of the Listing Rules or such other rule or law for
the time in force which applies to our Company) for the approval of our Company’s
interim or annual results; and

(ii) the deadline for our Company to publish its interim or annual results announcement under
the Listing Rules,

and ending on the date of the results announcement, no option may be granted.

5. (a) The period within which the option must be exercised will be specified by our Company at the
time of grant. This period must expire no later than 10 years from the relevant date of grant
(being the date of which our Board resolves to make an offer of options to the relevant grantee).

(b) In the event a grantee (being an employee, an officer or a director of any member of our Group)
ceases to be an employee, an officer or a director for any reason other than (i) his or her death,
(ii) his or her retirement, or (iii) on one or more of the grounds of termination of employment,
appointment or directorship specified in paragraph 12(f) below, the grantee may exercise the
option up to his or her entitlement at the date of cessation (to the extent he or she is entitled to
exercise at the date of cessation but not already exercised) on the date of such cessation which
date shall be the last actual working day with our Group whether salary is paid in lieu of notice or
not (provided that such exercise is during the relevant option period), failing which it will lapse.

(c) In the case where the grantee is an employee, an officer or a director and where the grantee
ceases to be an employee, an officer or director of our Group by reason of the termination of his
or her employment, appointment or directorship on the grounds that he or she has become
insolvent or has made any arrangements or compositions with his or her creditors generally or
by reason of actual financial difficulties, the grantee shall only be entitled to exercise the
options during the relevant option period up to the entitlement of such grantee as at the date on
which such grantee ceased to be an employee or a director of our Group (to the extent not
already exercised) on the date of such cessation (provided that such exercise is during the
relevant option period), failing which it will lapse.

(d) In the case (1) where the grantee is a business associate under a fixed term contract, if the grantee
ceases to be a business associate by reason of termination or expiry of the term of the relevant
fixed term contract without any extension or renewal by our Group for reasons other than (i) on
one or more of the grounds specified in paragraph 12(f) below, or (ii) on his or her death if the
business associate is a natural person, or (2) where the grantee is a business associate not under
any fixed term contract, if the grantee ceases to be a business associate by reason of the grantee
ceasing to provide any further advisory or consultancy or other kind of services, support,
assistance or contribution to our Group as may be determined by our Board and notified to such

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APPENDIX VI STATUTORY AND GENERAL INFORMATION

business associate in writing within one year after the provision of its last services, support,
assistance or contribution to our Group for reasons other than (i) on one or more of the grounds
specified in paragraph 12(f) below, or (ii) on his or her death if the business associate is a natural
person, the grantee may exercise the option up to his or her entitlement at the date of cessation (to
the extent he or she is entitled to exercise at the date of cessation but not already exercised) within
the period of six months (or such longer period as our Board may determine) following the date of
such cessation, which date shall, in the case of (1) above, be the date of expiry of the relevant
fixed term contract; and in the case of (2) above, be the date of the aforesaid written notification to
the business associate failing which it will lapse.

(e) In the event the grantee dies before exercising the option in full and none of the events for
termination of employment or engagement under paragraph 12(f) below then exists with respect
to such grantee, the personal representative(s) of the grantee shall be entitled within a period of
six months from the date of death (provided that such exercise is during the relevant option
period) to exercise the option up to the entitlement of such grantee as at the date of death (to the
extent not already exercised), failing which it will lapse.

(f) In the event that the date of retirement of a grantee as decided by the relevant member of our
Group falls before the date of the grantee exercising the option in full and none of the events for
termination of employment or engagement under paragraph 12(f) below then exists with respect
to such grantee, the grantee shall be entitled within a period of six months from the date of
retirement (provided that such exercise is during the relevant option period) to exercise the
option up to the entitlement of such grantee as at the date of retirement (to the extent not
already exercised), failing which it will lapse.

(g) If a general offer by way of voluntary offer, takeover or otherwise (other than by way of
scheme of arrangement pursuant to paragraph 5(h) below) is made to all the holders of Shares
(or all such holders other than the offeror, any person controlled by the offeror and any person
acting in association or concert with the offeror) and such offer becomes or is declared
unconditional prior to the expiry date of the relevant option, our Company shall forthwith give
notice thereof to the grantee and the grantee shall be entitled to exercise the option to its full
extent or, if our Company shall give the relevant notification, to the extent notified by our
Company at any time within such period as shall be notified by our Company.

(h) If a general offer for Shares by way of scheme of arrangement is made to all the holders of
Shares and has been approved by the necessary number of holders of Shares at the requisite
meetings, our Company shall forthwith give notice thereof to the grantee and the grantee may at
any time thereafter (but before such time as shall be notified by our Company) exercise the
option to its full extent or, if our Company shall give the relevant notification, to the extent
notified by our Company.

(i) In the event a notice is given by our Company to our Shareholders to convene a Shareholder’s
meeting for the purpose of considering and, if thought fit, approving a resolution to voluntarily
wind-up our Company, our Company shall forthwith give notice thereof to the grantee and the
grantee may at any time thereafter (but before such time as shall be notified by our Company)
exercise the option to its full extent or, if our Company shall give the relevant notification, to
the extent notified by our Company, and our Company shall as soon as possible and in any
event no later than three days prior to the date of the proposed Shareholders’ meeting, allot,
issue and register in the name of the grantee such number of fully paid Shares which fall to be
issued on exercise of such option.

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APPENDIX VI STATUTORY AND GENERAL INFORMATION

(j) In the event of a compromise or arrangement, other than a scheme of arrangement contemplated
in paragraph 5(h) above, between our Company and its members and/or creditors being proposed
in connection with a scheme for the reconstruction or amalgamation of our Company, our
Company shall give notice thereof to all grantees on the same day as it first gives notice of the
meeting to its members and/or creditors to consider such a scheme or arrangement and the grantee
may at any time thereafter but before such time as shall be notified by our Company exercise the
option to its full extent or, if our Company shall give the relevant notification, to the extent
notified by our Company, and our Company shall as soon as possible and in any event no later
than three days prior to the date of the proposed meeting, allot, issue and register in the name of
the grantee such number of fully paid Shares which fall to be issued on exercise of such option.

(k) Upon the occurrence of any of the events referred to in paragraphs 5(g), (h), (i) and (j) above,
our Company may in its discretion and notwithstanding the terms of the relevant option also
give notice to a grantee that his or her option may be exercised at any time within such period
as shall be notified by our Company and/or to be extent (not being less than the extent to which
it could then be exercised in accordance with its terms) notified by our Company. If our
Company gives such notice that any option shall be exercised in part only, the balance of the
option shall lapse.

6. At the time of grant of the options, our Company may specify any minimum period(s) for which an
option must be held before it can exercised. The Share option Scheme does not contain any such
minimum period.

7. At the time of the grant of the options, our Company may specify any performance target(s) which
must be achieved by the grantee before the options can be exercised. The Share Option Scheme does
not contain any performance targets.

8. The amount payable by a grantee on acceptance of a grant of option is US$1.00.

9. The subscription price for the Shares which are the subject of the options shall be no less than the
higher of (i) the closing price of the Shares as stated in the daily quotation sheet issued by the Hong
Kong Stock Exchange on the date of the offer of a grant; (ii) the average closing price of the Shares
as stated in the daily quotation sheets issued by the Hong Kong Stock Exchange for the five business
days immediately preceding the date of the offer of a grant; and (iii) the nominal value of a share on
the date of grant.

10. The Shares to be allotted and issued upon the exercise of an option shall be subject to the provisions
of the Memorandum and Articles of Association of our Company for the time being in force and will
rank pari passu with the fully paid Shares in issue as from the date of the name of the grantee being
registered on the register of members of our Company. Prior to the grantee being registered on the
register of members of our Company, the grantee shall not have any voting rights, or rights to
participate in any dividends or other distribution (including those arising on a liquidation of our
Company), in respect of the Shares to be issued upon the exercise of the option.

11. No options may be granted under the Share Option Scheme after the date of the tenth anniversary of
the adoption of the Share Option Scheme.

12. An option shall lapse automatically and not be exercisable, to the extent not already exercised, on the
earliest of:

(a) the expiry of the option period;

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APPENDIX VI STATUTORY AND GENERAL INFORMATION

(b) the date of the expiry of the period for exercising the option as referred to in paragraphs 5(b),
(c), (d), (e), (f), (g) or (j) above;

(c) subject to the scheme of arrangement (referred to in paragraph 5(h) above) becoming effective,
the expiry of the period for exercising the option as referred to in paragraph 5(h) above;

(d) subject to paragraph 5(i) above, the date of commencement of the winding up of our Company;

(e) the date on which the grantee sells, transfers, charges, mortgages, encumbers or creates any
interests in favor of any third party over or in relation to any option in breach of the Share
Option Scheme;

(f) the date on which:

(i) the grantee (being an employee, an officer or a director of any member of our Group)
ceases to be an employee, an officer or a director by reason of the termination of his or her
employment, appointment or directorship on the grounds that he or she has been guilty of
serious misconduct or has been convicted of any criminal offense involving his or her
integrity or honesty or on any other ground on which an employer would be entitled to
terminate his or her employment summarily;

(ii) the grantee being a business associate under any contract with our Group, such contract is
terminated by reason of breach of contract on the part of the business associate; or

(iii) the grantee being a business associate, appears either to be unable to pay or have no
reasonable prospect to be able to pay debts, or has become insolvent, or has made any
arrangements or composition with his or her creditors generally, or ceases or threatens to
cease to carry on its business, or is would up, or has an administrator or liquidator being
appointed for the whole or any part of its undertaking or assets; or has been convicted of
any criminal offense involving integrity or honesty,

provided that whether any one or more of the events specified in the above occur in relation to a
grantee shall in the reasonable opinion of our Board be solely and conclusively determined by
our Board;

(g) where the grantee is an employee, an officer, a director or a business associate of a member of
our Group (other than our Company), the date on which such member ceases to be a member of
our Group;

(h) unless our Board otherwise determines, and other than in the circumstances referred to in
paragraphs 5(b) to 5(k), the date the grantee ceases to be a participant (as determined by a
Board resolution) for any reason; and

(i) the date on which the option is cancelled by our Board.

13. In the event of any capitalization issue, rights issue, sub-division or consolidation of shares or
reduction of share capital of our Company, but excluding, for the avoidance of doubt, any alteration
in the capital structure of our Company as a result of an issue of Shares as consideration in a
transaction to which our Company is a party, our Board shall determine what adjustment is required
to be made to the subscription price and/or the number of Shares to be issued on exercise of the
options, and the auditors or financial advisors engaged by our Company for such purpose shall

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APPENDIX VI STATUTORY AND GENERAL INFORMATION

certify in writing to our Board that such adjustments satisfy the requirements set out in
Rule 17.03(13) of the Listing Rules and the note thereto and the supplementary guidance attached to
the letter from the Hong Kong Stock Exchange dated September 5, 2005 to all issuers relating to
share option schemes (the “Supplemental Guidance”).

Any such adjustments shall give the participant the same proportion of the equity capital of our
Company (as interpreted in accordance with the Supplemental Guidance) and adjustments to the
advantage of the participants to the exercise price or to the number of Shares subject to the options
must be approved by our Shareholders in general meeting, and no adjustment may be made to the
extent that Shares would be issued at less than their nominal value. In addition, any adjustment to be
made will comply with the Listing Rules, the Supplemental Guidance and any future guidance/
interpretation of the Listing Rules issued by the Hong Kong Stock Exchange from time to time.

14. Any options granted but not exercised may be cancelled if the grantee so agrees and new options
may be granted to the participant provided such options fall within the limits specified in
paragraph 3 above and are otherwise granted in accordance with the terms of the Share Option
Scheme.

15. The Shares issued on exercise of the options will on issue be identical shares of our Company.

16. Our Company, by ordinary resolution of our Shareholders, or our Board, may at any time terminate
the operation of the Share Option Scheme, and in such event, no further options will be offered or
granted, but in all other respects the Share Option Scheme shall remain in full force and effect. Any
granted but unexercised options shall continue to be exercisable in accordance with their terms of
issue after the termination of the Share Option Scheme.

17. The options are not transferable, except for the transmission of an option on the death of a grantee to
his or her personal representative(s) on the terms of the Share Option Scheme.

18. Subject to the terms set out in this paragraph below, our Board may amend any of the provisions of
the Share Option Scheme (including without limitation amendments in order to comply with changes
in legal or regulatory requirements and amendments in order to waive any restrictions, imposed by
the provisions of the Share Option Scheme, which are not found in Chapter 17 of the Listing Rules)
at any time (but not so as to affect adversely any rights which have accrued to any grantee at that
date).

Those specific provisions of the Share Option Scheme which relate to the matters set out in
Rule 17.03 of the Listing Rules cannot be altered to the advantage of participants, and no changes to
the authority of our Directors or administrator of the Share Option Scheme in relation to any
alteration of the terms herein shall be made, without the prior approval of Shareholders in general
meeting. Any alterations to the terms and conditions of the Share Option Scheme which are of a
material nature, or any change to the terms of options granted, must be approved by our
Shareholders in general meeting, except where the alterations take effect automatically under the
existing terms of the Share Option Scheme. The Share Option Scheme so altered must comply with
Chapter 17 of the Listing Rules.

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APPENDIX VI STATUTORY AND GENERAL INFORMATION

Present status of the Share Option Scheme

The Share Option Scheme is conditional on:

(i) the Listing Committee of the Hong Kong Stoke Exchange granting the listing of and permission to
deal in the Shares under the Share Option Scheme representing 10% of the issued share capital of
our Company upon listing; and

(ii) the commencement of dealings in the Shares on the Hong Kong Stock Exchange.

If both of the above conditions are not satisfied on or before the date which is 30 days after the date of
this prospectus, the Share Option Scheme shall forthwith be cancelled and no person shall be entitled to any
rights or benefits or be under any obligations under or in respect of the Share Option Scheme. As of the date of
this prospectus, no option has been granted or agreed to be granted under the Share Option Scheme.

G. OTHER INFORMATION

1. Tax and other indemnities

Dr. Zhaohua Chang, Shanghai We’Tron and We’Tron Capital (the “Indemnifiers”) have entered into a
deed of indemnity in favor of our Group to provide the following indemnities in favor of our Group.

Under the deed of indemnity, amongst others, the Indemnifiers will indemnify each of the members of
our Group against (a) any loss or liability or diminution in value of assets suffered by any member of our Group
as a result of or in connection with any taxation liability in any jurisdiction arising from any income, profits or
gain earned, accrued or received or deemed to have been earned, accrued or received on or before the date on
which the Global Offering becomes unconditional; or as a consequence of any event, activity or omission which
occurred or is deemed to occur on or before the date on which the Global Offering becomes unconditional,
whether alone or in conjunction with other circumstances and whether or not such taxation is chargeable against
or attributable to any other person; (b) any duty by virtue of the provisions of section 35 and/or section 43 of the
Estate Duty Ordinance (Chapter 111 of the Laws of Hong Kong) or any legislation, law or regulation in relation
to estate duty, death duty, inheritance tax, succession duty or another similar duty or taxation in the PRC, the
Cayman Islands, BVI or any other jurisdictions in the world where any member of our Group is sought to be
made liable to such tax or duty (the “Estate Duty Provision”) by reason of the death of any person and by reason
of the assets of any member of our Group being deemed for the purpose of such duty to be included in the
property passing on his or her death by reason of that person making or having made a relevant transfer to any
member of our Group on or before the date on which the Global Offering becomes unconditional; (c) any amount
recovered against any member of our Group under an Estate Duty Provision in respect of any duty payable under
an Estate Duty Provision by reason of the death of any person and by reason of the assets of any member of our
Group being deemed for the purpose of such duty to be included in the property passing on his or her death by
reason of that person making or having made a relevant transfer to any member of our Group on or before the
date on which the Global Offering becomes unconditional; and (d) any amount of duty which any member of our
Group is obliged to pay by virtue of an Estate Duty Provision in respect of the death of any person in any case
where the assets of another company are deemed for the purpose of such duty to be included in the property
passing on that person’s death by reason of that person making or having made a relevant transfer to that other
company and by reason of any member of our Group having received assets of that other company on their
distribution on or before the date on which the Global Offering becomes unconditional, but only to the extent to
which such member of our Group is unable to recover an amount or amounts in respect of that duty from any
other person under an Estate Duty Provision.

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APPENDIX VI STATUTORY AND GENERAL INFORMATION

The Indemnifiers will, however, not be liable under the deed of indemnity for taxation where, among
others, (a) to the extent that specific provision or reserve has been made for such taxation in our consolidated
financial statements included in “Appendix I — Accountants’ Report” to this prospectus, or to the extent that it
relates to taxation incurred or accrued after December 31, 2009 that arises in the ordinary course of our business
in this prospectus; (b) to the extent such taxation would not have arisen but for an act or omission by us after the
date on which the Global Offering becomes unconditional (other than pursuant to a legally binding commitment
created on or before the date on which the Global Offering becomes unconditional); (c) to the extent such
taxation or liability arises or is incurred only as a result of a retrospective change in law or regulations, a
retrospective increase in tax rates or a retrospective change in administrative interpretation of law or regulations,
coming into force after the date on which the Global Offering becomes unconditional; or (d) to the extent that
any such liability is disclosed in this prospectus.

The indemnity provided by the Indemnifiers will be valid as long as the Indemnifiers remain our
substantial shareholders (as defined under the Listing Rules) and our Company remains listed on the Hong Kong
Stock Exchange.

Our Directors have been advised that no material liability for estate duty is likely to fall on our Company
or any of our subsidiaries in the Cayman Islands, the BVI or the PRC.

2. Litigation

As of the Latest Practicable Date, no member of our Group was engaged in any litigation, arbitration or
claim of material importance and no litigation, arbitration or claim of material importance is known to our
Directors to be pending or threatened against any member of our Group.

3. Preliminary expenses

Our estimated preliminary expenses, excluding underwriting commissions, for the Global Offering are
approximately HK$47 million and are payable by our Company.

4. Qualifications of experts

The qualifications of the experts (as defined under the Listing Rules and the Companies Ordinance) who
have given their opinions or advice in this prospectus are as follows:

Name Qualifications
Credit Suisse (Hong Kong) Limited Licensed to conduct type 1 (dealing in securities), type 4
(advising on securities) and type 6 (advising on corporate
finance) regulated activities under the SFO
Piper Jaffray Asia Limited Licensed to conduct type 1 (dealing in securities) and
type 6 (advising on corporate finance) regulated activities
under the SFO
KPMG Certified public accountants
Jones Lang LaSalle Sallmanns Limited Property valuers
Maples and Calder Cayman Islands legal adviser
Jun He Law Offices PRC legal adviser
Protiviti Global risk and business consulting firm

VI-56
APPENDIX VI STATUTORY AND GENERAL INFORMATION

5. Consents

Each of the Joint Sponsors, KPMG, Jones Lang LaSalle Sallmanns Limited, Maples and Calder, Jun He
Law Offices and Protiviti Shanghai Co., Ltd. has given and has not withdrawn its respective written consents to
the issue of this prospectus with the inclusion of their reports and/or letters and/or valuation certificates and/or
the references to their names included herein in the form and context in which they are respectively included.

None of the experts named above has any shareholding interests in any member of our Group or the right
(whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any
member of our Group.

6. Binding effect

This prospectus shall have the effect, if an application is made in pursuant hereof, of rendering all persons
concerned bound by all the provisions (other than the penal provisions) of sections 44A and 44B of the
Companies Ordinance so far as applicable.

7. Bilingual prospectus

The English language and Chinese language versions of this prospectus are being published separately, in
reliance upon the exemption provided in Section 4 of the Companies Ordinance (Exemption of Companies and
Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong Kong).

8. Share register

The register of members of our Company will be maintained in Hong Kong by the Hong Kong Share
Registrar. Unless our Directors otherwise agree, all transfers and other documents of title to Shares must be
lodged for registration with, and registered by, the branch registers in Hong Kong and may not be lodged in the
Cayman Islands.

9. Compliance adviser

We have appointed TC Capital Asia Limited as our compliance adviser pursuant to Rule 3A.19 of the
Listing Rules. Pursuant to Rule 3A.23 of the Listing Rules, the compliance adviser will advise us on the
following circumstances:

(a) before the publication of any regulatory announcement, circular or financial report;

(b) where a transaction, which might be a notifiable or connected transaction, is contemplated including
share issues and share repurchases;

(c) where we propose to use the proceeds of the Global Offering in a manner different from that detailed
in this prospectus or where our business activities, developments or results deviate from any
estimate, or other information in this prospectus; and

(d) where the Hong Kong Stock Exchange makes an inquiry of us regarding unusual movements in the
price or trading volume of our Shares.

The term of the appointment shall commence on the Listing Date and end on the date on which we
distribute our annual report in respect of our financial results for the first full financial year

VI-57
APPENDIX VI STATUTORY AND GENERAL INFORMATION

commencing after the Listing Date and such appointment may be subject to extension by mutual
agreement.

H. MISCELLANEOUS

Save as otherwise disclosed in this prospectus:

(a) none of our Directors nor any of the parties listed in “— Consents” above is interested in our
promotion, or in any assets which have, within the two years immediately preceding the issue of this
prospectus, been acquired or disposed of by or leased to us, or are proposed to be acquired or
disposed of by or leased to any member of the our Group;

(b) none of our Directors nor any of the parties listed in “— Consents” above is materially interested in
any contract or arrangement subsisting at the date of this prospectus which is significant in relation
to our business;

(c) within the two years preceding the date of this prospectus, no share or loan capital of our Company
or any of our subsidiaries is under option or is agreed conditionally or unconditionally to be put
under option;

(d) we have not issued nor agreed to issue any founder shares, management shares or deferred shares;

(e) within the two years preceding the date of this prospectus, no commission has been paid or is
payable (except commissions to the Underwriters) for subscription, agreeing to subscribe, procuring
subscription or agreeing to procure subscription of any shares in our Company;

(f) no commissions, discounts, brokerages or other special terms have been granted or agreed to be
granted in connection with the issue or sale of any share or loan capital of our Company or any of
our subsidiaries; and

(g) no amount or securities or benefit has been paid or allotted or given within the two years preceding
the date of this prospectus to any of our promoters nor is any such securities or amount or benefit
intended to be paid or allotted or given.

VI-58
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR
OF COMPANIES AND AVAILABLE FOR INSPECTION

DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES

The documents attached to the copy of this prospectus delivered to the Registrar of Companies in Hong
Kong for registration were:

(a) a copy of each of the WHITE, YELLOW and GREEN Application Forms;

(b) the written consents referred to in “Statutory and General Information — Consents” in Appendix VI
to this prospectus; and

(c) a copy of each of the material contracts referred to in “Statutory and General Information —
Summary of material contracts” in Appendix VI to this prospectus.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the offices of Freshfields Bruckhaus
Deringer at 11th Floor, Two Exchange Square, Central, Hong Kong, during normal business hours up to and
including the date which is 14 days from the date of this prospectus:

(a) the Memorandum and Articles of Association of our Company;

(b) the Accountants’ Report prepared by KPMG, the text of which is set out in Appendix I to this
prospectus;

(c) the financial statements of our Group for the years ended December 31, 2007, 2008 and 2009 and the
three months ended March 31, 2010;

(d) the report from KPMG in relation to unaudited pro forma financial information, the text of which is
set out in Appendix II to this prospectus;

(e) the letters from KPMG and the Joint Sponsors relating to the profit estimate, the texts of which are
set out in Appendix III to this prospectus;

(f) the letter, summary of values and valuation certificates relating to the property interests of our Group
prepared by Jones Lang LaSalle Sallmanns Limited, the texts of which are set out in Appendix IV to
this prospectus;

(g) the PRC legal opinions issued by Jun He Law Offices, our legal advisers on PRC law, dated
September 13, 2010 in respect of the general matters, property interests of our Group and the legal
implications of the special incident referred to in “Business — Legal proceedings and compliance —
Legal implications of special incident” to this prospectus, respectively;

(h) the letter prepared by Maples and Calder, our legal advisers on Cayman Islands law, summarizing
certain aspects of the Cayman Companies Law referred to in Appendix V to this prospectus;

(i) the Cayman Companies Law;

(j) the material contracts referred to in “Statutory and General Information — Summary of material
contracts” in Appendix VI to this prospectus;

(k) the written consents referred to in “Statutory and General Information — Consents” in Appendix VI
to this prospectus;

VII-1
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR
OF COMPANIES AND AVAILABLE FOR INSPECTION

(l) the rules of our Pre-IPO Share Option Schemes;

(m) the full list of grantees who have been granted options to subscribe for Shares under the Pre-IPO
Share Option Schemes, containing all the particulars required under paragraph 10 of Part 1 of the
Third Schedule to the Companies Ordinance and Rule 17.02(1)(b) and paragraph 27 of Appendix 1A
of the Listing Rules;

(n) the internal control review report for MicroPort Medical (Shanghai) Co., Ltd. prepared by Protiviti;

(o) the rules of the Share Option Scheme; and

(p) the service contracts or letters of appointment of our Directors, if any.

VII-2

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