| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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| SCHEDULE 13D/A |
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Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Hutchison China MediTech Limited
(Name of Issuer)
American depositary shares (each representing five Ordinary Shares)
and Ordinary Shares, par value US$0.10 per share
(Title of Class of Securities)
44842L1031
(CUSIP Number)
Edith Shih
48th Floor, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Telephone: +852 2128 1432
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 27, 2020
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1 This CUSIP number applies to the Issuer’s American depositary shares, each representing five ordinary shares, par value US$0.10 per share, of the Issuer.
CUSIP No. 44842L103 | Schedule 13D/A |
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1 | Names of Reporting Persons | |||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) o (b) o | ||
3 | SEC Use Only | |||
4 | Source of Funds (See Instructions) | |||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | o | ||
6 | Citizenship or Place of Organization | |||
Number of | 7 | Sole Voting Power | 332,478,770(1) | |
8 | Shared Voting Power | 0 | ||
9 | Sole Dispositive Power | 332,478,770(1) | ||
10 | Shared Dispositive Power | 0 | ||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person | 332,478,770(1) | ||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | o | ||
13 | Percent of Class Represented by Amount in Row (11) | 48.3%(2) | ||
14 | Type of Reporting Person (See Instructions) | CO | ||
(1) Represents the 332,478,770 ordinary shares (the “Ordinary Shares”), par value US$0.10 per share, of Hutchison China MediTech Limited (the “Issuer”), held by Hutchison Healthcare Holdings Limited. The reporting persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) The percentage set forth above is calculated based upon an aggregate of 688,906,450 Ordinary Shares reported to be outstanding in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on January 23, 2020.
CUSIP No. 44842L103 | Schedule 13D/A |
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1 | Names of Reporting Persons | |||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) o (b) o | ||
3 | SEC Use Only | |||
4 | Source of Funds (See Instructions) | |||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | o | ||
6 | Citizenship or Place of Organization | |||
Number of | 7 | Sole Voting Power | 332,478,770(1) | |
8 | Shared Voting Power | 0 | ||
9 | Sole Dispositive Power | 332,478,770(1) | ||
10 | Shared Dispositive Power | 0 | ||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person | 332,478,770(1) | ||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | o | ||
13 | Percent of Class Represented by Amount in Row (11) | 48.3%(2) | ||
14 | Type of Reporting Person (See Instructions) | CO | ||
(1) Represents the 332,478,770 ordinary shares (the “Ordinary Shares”), par value US$0.10 per share, of Hutchison China MediTech Limited (the “Issuer”), held by Hutchison Healthcare Holdings Limited. The reporting persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) The percentage set forth above is calculated based upon an aggregate of 688,906,450 Ordinary Shares reported to be outstanding in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on January 23, 2020.
CUSIP No. 44842L103 | Schedule 13D/A |
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1 | Names of Reporting Persons | |||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) o (b) o | ||
3 | SEC Use Only | |||
4 | Source of Funds (See Instructions) | |||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | o | ||
6 | Citizenship or Place of Organization | |||
Number of | 7 | Sole Voting Power | 332,478,770(1) | |
8 | Shared Voting Power | 0 | ||
9 | Sole Dispositive Power | 332,478,770(1) | ||
10 | Shared Dispositive Power | 0 | ||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person | 332,478,770(1) | ||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | o | ||
13 | Percent of Class Represented by Amount in Row (11) | 48.3%(2) | ||
14 | Type of Reporting Person (See Instructions) | CO | ||
(1) Represents the 332,478,770 ordinary shares (the “Ordinary Shares”), par value US$0.10 per share, of Hutchison China MediTech Limited (the “Issuer”), held by Hutchison Healthcare Holdings Limited. The reporting persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) The percentage set forth above is calculated based upon an aggregate of 688,906,450 Ordinary Shares reported to be outstanding in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on January 23, 2020.
CUSIP No. 44842L103 | Schedule 13D/A |
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1 | Names of Reporting Persons | |||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) o (b) o | ||
3 | SEC Use Only | |||
4 | Source of Funds (See Instructions) | |||
5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | o | ||
6 | Citizenship or Place of Organization | |||
Number of | 7 | Sole Voting Power | 332,478,770(1) | |
8 | Shared Voting Power | 0 | ||
9 | Sole Dispositive Power | 332,478,770(1) | ||
10 | Shared Dispositive Power | 0 | ||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person | 332,478,770(1) | ||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | o | ||
13 | Percent of Class Represented by Amount in Row (11) | 48.3%(2) | ||
14 | Type of Reporting Person (See Instructions) | CO | ||
(1) Represents the 332,478,770 ordinary shares (the “Ordinary Shares”), par value US$0.10 per share, of Hutchison China MediTech Limited (the “Issuer”), held by Hutchison Healthcare Holdings Limited. The reporting persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) The percentage set forth above is calculated based upon an aggregate of 688,906,450 Ordinary Shares reported to be outstanding in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on January 23, 2020.
CUSIP No. 44842L103 | Schedule 13D/A |
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This Amendment No. 3 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on November 9, 2017, as previously amended by Amendment No. 1 filed on July 2, 2019 and Amendment No. 2 filed on September 30, 2019 (as amended, the “Schedule 13D”), and is being filed jointly by Hutchison Healthcare Holdings Limited (“Hutchison Healthcare”), Hutchison Whampoa (China) Limited, CK Hutchison Global Investments Limited and CK Hutchison Holdings Limited.
This Amendment is being filed to update the percentage of Ordinary Shares of the Issuer beneficially owned by the reporting persons as a result of dilution due to equity issuances by the Issuer.
All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Schedule 13D.
Item 5 Interest in Securities of the Issuer
As a result of Ordinary Share issuances by the Issuer, including in connection with its registered follow-on offering in January 2020, the reporting persons’ ownership in the Issuer as reported on the Schedule 13D has been diluted.
Items 5(a), 5(b) and 5(c) are hereby amended by replacing them in their entirety with the following:
(a) and (b) The information required by Items 5(a) and 5(b) is set forth in Rows 7-13 of the cover page for each of the reporting persons and is incorporated herein by reference.
To the knowledge of the reporting persons, among the directors and executive officers of each reporting persons listed in Schedule A to the Schedule 13D:
· Mr. Simon To Chi Keung owns 133,237 ADSs and 1,800,000 Ordinary Shares, collectively representing approximately 0.4% of the Issuer’s Ordinary Shares. Mr. Simon To Chi Keung has the sole power to vote or direct the vote with respect to such Ordinary Shares and ADSs;
· Ms. Edith Shih owns 100,000 ADSs and 700,000 Ordinary Shares, collectively representing approximately 0.2% of the Issuer’s Ordinary Shares. Ms. Edith Shih has the sole power to vote or direct the vote with respect to such Ordinary Shares and ADSs; and
· none of the other persons named in Item 2 beneficially owns any Ordinary Shares or ADSs.
CUSIP No. 44842L103 | Schedule 13D/A |
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The foregoing ownership percentages are calculated based on an aggregate of 688,906,450 Ordinary Shares reported to be outstanding in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on January 23, 2020. The Ordinary Shares reported herein do not include 267,400 Ordinary Shares in which the spouse of Mr. Fok Kin Ning, a director of CK Hutchison Holdings Limited, CK Hutchison Global Investments Limited and Hutchison Whampoa (China) Limited, has a personal interest.
(c). None of the reporting persons or, to the best knowledge of the reporting persons, any other person named in Item 2 has effected any transaction in the Ordinary Shares or ADSs during the past sixty (60) days.
CUSIP No. 44842L103 | Schedule 13D/A |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 29, 2020
| HUTCHISON HEALTHCARE HOLDINGS LIMITED | |
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| By: | /s/ Simon To |
| Name: Simon To | |
| Title: Authorized Signatory | |
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| HUTCHISON WHAMPOA (CHINA) LIMITED | |
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| By: | /s/ Simon To |
| Name: Simon To | |
| Title: Authorized Signatory | |
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| CK HUTCHISON GLOBAL INVESTMENTS LIMITED | |
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| By: | /s/ Edith Shih |
| Name: Edith Shih | |
| Title: Authorized Signatory | |
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| CK HUTCHISON HOLDINGS LIMITED | |
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| By: | /s/ Edith Shih |
| Name: Edith Shih | |
| Title: Authorized Signatory | |
