和黄药业美股招股说明书(2016-03-18版)

424B4 1 a2227658z424b4.htm 424B4 Use these links to rapidly review the documentTABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTSTable of Contents Filed Pursuant to Rule 424(b)(4)Registration No. 333-207447 P R O S P E C T U S Hutchison China MediTech Limited 7,500,000 American Depositary SharesRepresenting 3,750,000 Ordinary Shares We are offering 7,500,000 American depositary shares, or ADSs. Each ADS represents one-half of one ordinary share. Prior to this offering there has been no public market for our ADSs. We are selling our ADSs at $13.50 per ADS in this offering. Our ADSs will trade on the NASDAQ Global Select Market under the symbol "HCM." Our ordinary shares have been listed on the AIM market of the London Stock Exchange since May 19, 2006 under the symbol "HCM." We are eligible to be treated as an "emerging growth company" under applicable U.S. federal securities laws and, as a result, are eligible for reduced public company reporting requirements. Investing in our ADSs involves risks that are described in the "Risk Factors" section beginning on page 17 of this prospectus. Per ADS Total Public offering price $13.50 $101,250,000 Underwriting discount(1) $0.945 $7,087,500 Proceeds to Hutchison China MediTech Limited before expenses $12.555 $94,162,500 (1)See "Underwriting" for additional information regarding underwriter compensation. To the extent that the underwriters sell more than 7,500,000 ADSs, the underwriters have the option to purchase up to an aggregate of 1,125,000 additional ADSs from us at the initial public offering price less the underwriting discounts and commissions within 30 days after the date of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the ADSs to the purchasers on or about March 22, 2016. Joint Global Coordinators and Joint Bookrunners(in alphabetical order) BofA Merrill Lynch Deutsche Bank SecuritiesCo-ManagersStifel CanaccordGenuity PanmureGordon & Co. CITIC CLSAThe date of this prospectus is March 16, 2016 Table of Contents TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1RISK FACTORS 17CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 64USE OF PROCEEDS 66DIVIDEND POLICY 68CAPITALIZATION 69DILUTION 70OUR SELECTED CONSOLIDATED FINANCIAL DATA 71SELECTED FINANCIAL DATA OF OUR NON-CONSOLIDATED JOINT VENTURES 74PRICE RANGE OF OUR ORDINARY SHARES 76MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 77OUR HISTORY 115BUSINESS 117REGULATION 193MANAGEMENT 224COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS 232SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT 239RELATED PARTY TRANSACTIONS 241DESCRIPTION OF SHARE CAPITAL 246DESCRIPTION OF AMERICAN DEPOSITARY RECEIPTS 261SHARES ELIGIBLE FOR FUTURE SALE 272TAXATION 274UNDERWRITING 285 293 LEGAL MATTERSEXPERTS 293ENFORCEMENT OF CIVIL LIABILITIES 295EXPENSES RELATING TO THIS OFFERING 297WHERE YOU CAN FIND MORE INFORMATION 297INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 We are responsible for the information contained in this prospectus and in any free writing prospectus we prepare or authorize. We have not and the underwriters have not authorized anyone to provide you with different information, and we and the underwriters take no responsibility for any other information others may give you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than its date.iTable of Contents Industry and Market Data Although we are responsible for all disclosure contained in this prospectus, in some cases we have relied on certain market and industry data obtained from third-party sources that we believe to be reliable, including Frost & Sullivan, an independent market research firm. Market estimates are calculated by using independent industry publications, government publications and third-party forecasts in conjunction with our assumptions about our markets. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" in this prospectus. Trademarks and Service Marks We own or have been licensed