和黄医药 2026年年度报告和过渡报告

☒Yes☐NoIf this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934.☐Yes☒No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) duringthe preceding 12 months (or for such shorter period that the registrant was required to submit such 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. †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.☐ 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 officersduring the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: 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 Statements10PART I12Item1.Identity of Directors, Senior Management and Advisers12Item2.Offer Statistics and Expected Timetable12Item3.Key Information12Item4.Information on the Company82Item4A. Unresolved Staff Comments184Item5.Operating and Financial Review and Prospects185Item6.Directors, Senior Management and Employees209Item7.Major Shareholders and Related Party Transactions230Item8.Financial Information233Item9.The Offer and Listing234Item10. Additional Information234Item11.Quantitative and Qualitative Disclosures about Market Risk245Item12.Description of Securities Other Than Equity Securities246PART II249Item13.Defaults, Dividend Arrearages and Delinquencies249Item14.Material Modifications to the Rights of Security Holders and Use of Proceeds249Item15. Controls and Procedures249Item16. Reserved250Item16A.Audit Committee Financial Experts250Item16B.Code of Ethics250Item16C.Principal Accountant Fees and Services251Item16D.Exemptions from the Listing Standards for Audit Committees251Item16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers251Item16F.Change in Registrant’s Certifying Accountant251Item16G.Corporate Governance252Item16H.Mine Safety Disclosure252Item 16I.Disclosure Regarding Foreign Jurisdictions that Prevent Inspection252Item 16J.Insider Trading Policies252Item16K.Cybersecurity252PART III254Item17. Financial Statements254Item18. Financial Statements254Item19. Exhibits255SIGNATURES257 INTRODUCTION This annual report on Form 20-F contains our audited consolidated statements of operations data for theyears ended December 31, 2025, 2024 and 2023 and our audited consolidated balance sheet data as ofDecember 31, 2025 and 2024. Our consolidated financial statements have been prepared in accordance withU.S. generally accepted accounting principles (“US GAAP”). This annual report also includes audited consolidated income statement data for the years ended December31, 2025, 2024 and 2023 and the audited consolidated statements of financial position data as of December 31,2025 and 2024 for our non-consolidated equity investee, Shanghai Hutchison Pharmaceuticals. The financialstatementsof Shanghai Hutchison Pharmaceuticals have been prepared in accordance with InternationalFinancial Reporting Standards (“IFRS”), as issued by the International Accounting Standard Board (“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 itsconsolidatedsubsidiaries,some of which,as noted below,are inco