和黄药业2023年度报告

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to § 240.10D-1(b). ☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). HUTCHMED (China) LimitedTable of Contents Introduction3Cautionary Statement Regarding Forward-Looking Statements5PART I7Item 1.Identity of Directors, Senior Management and Advisers7Item 2.Offer Statistics and Expected Timetable7Item 3.Key Information7Item 4.Information on the Company67Item 4A. Unresolved Staff Comments158Item 5.Operating and Financial Review and Prospects158Item 6.Directors, Senior Management and Employees181Item 7.Major Shareholders and Related Party Transactions199Item 8.Financial Information203Item 9.The Offer and Listing203Item 10.Additional Information204Item 11.Quantitative and Qualitative Disclosures about Market Risk214Item 12.Description of Securities Other Than Equity Securities214PART II217Item 13.Defaults, Dividend Arrearages and Delinquencies217Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds217Item 15.Controls and Procedures217Item 16.Reserved218Item 16A.Audit Committee Financial Experts218Item 16B.Code of Ethics218Item 16C.Principal Accountant Fees and Services218Item 16D.Exemptions from the Listing Standards for Audit Committees219Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers219Item 16F. Change in Registrant’s Certifying Accountant219Item 16G.Corporate Governance219Item 16H.Mine Safety Disclosure219Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection219Item 16J. Insider Trading Policies219Item16K.Cybersecurity220 PART IIIItem 17.Financial StatementsItem 18.Financial StatementsItem 19.ExhibitsSIGNATURES INTRODUCTION This annual report on Form 20-F contains our audited consolidated statements of operations data for the yearsended December 31, 2023, 2022 and 2021 and our audited consolidated balance sheet data as of December 31, 2023and 2022. Our consolidated financial statements have been prepared in accordance with U.S. generally acceptedaccounting principles, or U.S. GAAP. This annual report also includes audited consolidated income statement data for the years ended December 31,2023, 2022 and 2021 and the audited consolidated statements of financial position data as of December 31, 2023 and2022 for our non-consolidated joint venture, Shanghai Hutchison Pharmaceuticals. The financial statements ofShanghai Hutchison Pharmaceuticals have been prepared in accordance with International Financial ReportingStandards, or IFRS, as issued by the International Accounting Standard Board, or IASB. Unless the context requires otherwise, references herein to the “company,” “HUTCHMED,” “we,” “us” and“our” refer to HUTCHMED (China) Limited, a holding company incorporated in the Cayman Islands, and itsconsolidated subsidiaries and joint ventures, some of which, as noted below, are incorporated and operate in thePRC. “HUTCHMED Holdings” refers to HUTCHMED Holdings Limited, a subsidiary of the Company and aholding company incorporated in the Cayman Islands. “HUTCHMED Limited” refers to “HUTCHMED Limited”, asubsidiary of HUTCHMED Holdings which is incorporated in the PRC and through which we operate ourOncology/ImmunologyoperationsinChina.OurotherprincipaloperatingsubsidiariesforourOncology/Immunologyoperations are HUTCHMED International Corporation(incorporated in Delaware),HUTCHMEDHoldings(HK)Limited(incorporated in Hong Kong)and HUTCHMED(Suzhou)Limited(incorporated and operates in the PRC). “Hutchison Sinopharm” refers to Hutchison Whampoa SinopharmPharmaceuticals (Shanghai) Company Limited, our PRC-incorporated joint venture with Sinopharm through whichwe operate our principal