和黄药业美股招股说明书(2017-10-26版)

424B5 1 a2233619z424b5.htm 424B5 Use these links to rapidly review the documentTABLE OF CONTENTS TABLE OF CONTENTSTable of Contents Filed Pursuant to Rule 424(b)(5)Registration No. 333-217101 CALCULATION OF REGISTRATION FEE Title of Each Class of Securitiesto be Registered(1) Amount to beRegistered(1) Proposed MaximumOffering Price PerADS Proposed MaximumAggregate OfferingPrice(1) Amount ofRegistration Fee(2) Ordinary Shares, $1.00 par value(3) 5,684,905 $26.50 $301,299,965 $37,512 (1)Includes 741,509 ordinary shares, $1.00 par value, underlying 1,483,018 American depositary shares which may be purchased by the underwriters upon exercise of the underwriters' option to purchase additional American depositary shares. (2)Calculated in accordance with Rules 457(b) and 457(r) of the Securities Act of 1933, as amended, and relates to the registration statement on Form F-3 (File No. 333-217101) filed by the registrant on April 3, 2017. (3)These ordinary shares are represented by the registrant's American depositary shares each of which represents one-half of one ordinary share of the registrant. Such American depositary shares issuable on deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-209930). Table of Contents PROSPECTUS SUPPLEMENT(To prospectus dated April 3, 2017) 9,886,792 American Depositary Shares(Representing 4,943,396 Ordinary Shares) Hutchison China MediTech Limited We are offering 9,886,792 American Depositary Shares, or ADSs, representing 4,943,396 ordinary shares, par value $1.00 per share. Each ADS represents one-half of one ordinary share. Our ADSs are listed on the Nasdaq Global Select Market, and our ordinary shares are admitted to trading on the AIM market of the London Stock Exchange plc, or AIM, under the symbol "HCM." On October 25, 2017, the closing sale price of our ADSs on the Nasdaq Global Select Market was $29.08 per ADS, and the closing sale price of our ordinary shares on the AIM market was £41.90 per share. Investing in our ADSs involves a high degree of risk. See the "Risk Factors" section contained in this prospectus supplement beginning on page S-11.PRICE: $26.50 per ADS Per ADS Total Public offering price $26.50 $261,999,988 Underwriting discount(1)(2) $1.59 $4,808,751 Proceeds, before expenses, to us(3) $26.01 $257,191,237 (1)We refer you to the "Underwriting" section of this prospectus supplement for additional information regarding total underwriting compensation. (2)The underwriters will not receive any underwriting discounts or commissions with respect to ADSs purchased by Hutchison Healthcare Holdings Limited, or HHHL, as described below. Accordingly, the "Underwriting discount per ADS" is calculated based on the number of ADSs being sold to investors other than HHHL. (3)The "Proceeds, before expenses, to us per ADS" is calculated based on the total number of ADSs being sold. We have granted the underwriters the right to purchase up to an aggregate of 1,483,018 additional ADSs from us within 30 days of the date of this prospectus supplement at the public offering price, less underwriting discounts and commissions. HHHL, our majority shareholder and a wholly owned subsidiary of CK Hutchison Holdings Limited, a company incorporated in the Cayman Islands and listed on The Stock Exchange of Hong Kong Limited, is expected to purchase approximately $182.0 million in ADSs in the aggregate in this offering on the same terms as other investors, with respect to which the underwriters will not receive any underwriting discounts or commissions. See "Prospectus Supplement Summary—The Offering." Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the ADSs against payment on or about October 30, 2017. Joint Global Coordinators and Joint Bookrunners(in alphabetical order) BofA Merrill Lynch Deutsche Bank SecuritiesCo-ManagersStifel Canaccord Genuity Panmure Gordon & Co. CITIC CLSAThe date of this prospectus supplement is October 25, 2017. Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENT S-1 FORWARD-LOOKING STATEMENTS S-3 PROSPECTUS SUPPLEMENT SUMMARY S-5 THE OFFERING S-9 RISK FACTORS S-11 USE OF PROCEEDS S-14 PRICE RANGE OF OUR AMERICAN DEPOSITARY SHARES AND OUR ORDINARY SHARES S-15 CAPITALIZATION S-17 DILUTION S-18 DIVIDEND POLICY S-19 TAXATION S-20 UNDERWRITING S-30 LEGAL MATTERS S-39 EXPERTS S-39 WHERE YOU C