和黄医药 2025年年度报告和过渡报告

☐Yes☒No Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant hassubmitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).☒Yes☐No 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“emerging growth company”in Rule 12b-2 of the Exchange Act.Accelerated filer ¨Non-accelerated filer ¨Emerging growth company☐ †The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepare or issued its audit report.☒ 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 topreviously issued financial statements.☐ HUTCHMED (China) LimitedTable of Contents Introduction3Cautionary Statement Regarding Forward-Looking Statements10PART I12Item1.Identity of Directors, Senior Management and Advisers12Item2.Offer Statistics and Expected Timetable12Item3.Key Information12Item4.Information on the Company85Item4A.Unresolved Staff Comments191Item5.Operating and Financial Review and Prospects192Item6.Directors, Senior Management and Employees219Item7.Major Shareholders and Related Party Transactions238Item8.Financial Information242Item9.The Offer and Listing243Item10.Additional Information243Item11.Quantitative and Qualitative Disclosures about Market Risk254Item12.Description of Securities Other Than Equity Securities255PART II258Item13.Defaults, Dividend Arrearages and Delinquencies258Item14.Material Modifications to the Rights of Security Holders and Use of Proceeds258Item15.Controls and Procedures258Item16.Reserved259Item16A.Audit Committee Financial Experts259Item16B.Code of Ethics259Item16C.Principal Accountant Fees and Services260Item16D.Exemptions from the Listing Standards for Audit Committees260Item16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers260Item16F.Change in Registrant’s Certifying Accountant260Item16G.Corporate Governance261Item16H.Mine Safety Disclosure261Item 16I.Disclosure Regarding Foreign Jurisdictions that Prevent Inspection261Item16J.Insider Trading Policies261Item16K.Cybersecurity261PART III263Item17.Financial Statements263Item18.Financial Statements263Item19.Exhibits264SIGNATURES267 INTRODUCTION This annual report on Form 20-F contains our audited consolidated statements of operations data for theyears ended December 31, 2024, 2023 and 2022 and our audited consolidated balance sheet data as ofDecember 31, 2024 and 2023. Our consolidated financial statements have been prepared in accordance withUS generally accepted accounting principles (“US GAAP”). This annual report also includes audited consolidated income statement data for the years endedDecember 31, 2024, 2023 and 2022 and the audited consolidated statements of financial position data as ofDecember 31, 2024 and 2023 for our non-consolidated joint venture, Shanghai Hutchison Pharmaceuticals.The financial statements of Shanghai Hutchison Pharmaceuticals have been prepared in accordance withInternational Financial Reporting Standards (“IFRS”), as issued by the International Accounting StandardBoard (“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 inthe PRC. “HUTCHMED Holdings” refers to HUTCHMED Holdings Limited, a subsidiary of the Company anda holding company incorporated in the Cayman Islands. “HUTCHMED Limited” refers to “HUTCHMEDLimited”, a subsidiary of HUTCHMED Holdings which is incorporated in the PRC and through which weoperate our Oncology/Immunology operations in China. Our other principal operating subsidiaries for ourOncology/Immunology operations are HUTCHMED International Corporation (i