SEC Form SC 13D/A filed by Hutchison China MediTech Limited (Amendment)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

HUTCHMED (China) 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)

June 30, 2021

(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.

(1) Represents the 332,478,770 ordinary shares (the “Ordinary Shares”), par value US$0.10 per share, of HUTCHMED (China) 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 848,515,660 Ordinary Shares reported to be outstanding as of the date of this Amendment in exhibit 99.1 to the current report on Form 6-K of the Issuer submitted to the Securities and Exchange Commission on June 23, 2021.

(1) Represents a total of 332,490,775 ordinary shares (the “Ordinary Shares”), par value US$0.10 per share, of HUTCHMED (China) Limited (the “Issuer”), held by Hutchison Healthcare Holdings Limited and Hutchison Capital 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 848,515,660 Ordinary Shares reported to be outstanding as of the date of this Amendment in exhibit 99.1 to the current report on Form 6-K of the Issuer submitted to the Securities and Exchange Commission on June 23, 2021.

(1) Represents a total of 332,502,740 ordinary shares (the “Ordinary Shares”), par value US$0.10 per share, of HUTCHMED (China) Limited (the “Issuer”), held by Hutchison Healthcare Holdings Limited, Hutchison Capital Holdings Limited and Genius Wisdom 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 848,515,660 Ordinary Shares reported to be outstanding as of the date of this Amendment in exhibit 99.1 to the current report on Form 6-K of the Issuer submitted to the Securities and Exchange Commission on June 23, 2021.

(1) Represents a total of 332,502,740 ordinary shares (the “Ordinary Shares”), par value US$0.10 per share, of HUTCHMED (China) Limited (the “Issuer”), held by Hutchison Healthcare Holdings Limited, Hutchison Capital Holdings Limited and Genius Wisdom 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 848,515,660 Ordinary Shares reported to be outstanding as of the date of this Amendment in exhibit 99.1 to the current report on Form 6-K of the Issuer submitted to the Securities and Exchange Commission on June 23, 2021.

This Amendment No. 7 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, Amendment No. 2 filed on September 30, 2019, Amendment No. 3 filed on January 29, 2020, Amendment No. 4 filed on July 7, 2020, Amendment No. 5 filed on November 27, 2020 and Amendment No. 6 filed on April 13, 2021 (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 Hong Kong initial public offering in June 2021, 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 0.3% 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 0.1% 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.

The foregoing ownership percentages are calculated based on an aggregate of 848,515,660 Ordinary Shares reported to be outstanding as of the date of this Amendment in Exhibit 99.1 to the current report on Form 6-K of the Issuer submitted to the Securities and Exchange Commission on June 23, 2021. 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.

Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer

Item 6 of the Statement is hereby amended by inserting the following paragraphs at the end of Item 6:

June 2021 Hong Kong Initial Public Offering Lock-Up Agreement and Stock Borrowing Agreement

On June 16, 2021, each of the Reporting Persons entered into a lock-up undertaking in connection with the June 2021 Hong Kong Initial Public Offering and has agreed that each will not (i) during the period ending six months days after June 30, 2021 ("First Six-Month Period”) dispose of, or enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect of, any of the ordinary shares and ADSs in respect of which each is the beneficial owner; and (ii) during the period of six months commencing on the date the First Six-Month Period expires dispose of, or enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect of, any of the ordinary shares and ADSs referred to in clause (i) above if, immediately following such disposal or upon the exercise or enforcement of such options, rights, interests or encumbrances, it would cease to be a controlling shareholder of the Company, in each case, save as permitted under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

On June 23, 2021, Hutchison Healthcare Holdings Limited ("HHHL") entered into a stock borrowing arrangement with Morgan Stanley Asia Limited, through its affiliate Morgan Stanley & Co. International plc, pursuant to which Morgan Stanley & Co. International plc borrowed 15,600,000 ordinary shares from HHHL to facilitate the settlement of over-allocations in the June 2021 Hong Kong Initial Public Offering. Morgan Stanley & Co. International plc is obligated to return ordinary shares to HHHL by exercising the option to purchase additional ordinary shares from us or by making purchases in the open market.

Schedule A

Schedule A of the Schedule 13D is hereby amended by replacing it in its entirety with the following:

Schedule A

Hutchison Healthcare Holdings Limited

Hutchison Whampoa (China) Limited

CK Hutchison Global Investments Limited

CK Hutchison Holdings Limited

Notes to Schedule A:

(1)                                 Unless otherwise indicated, the business address of each of the named persons is 48th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong.

(2)                                 The principal business address of Hutchison Healthcare Holdings Limited is 48th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong. The business of Hutchison Healthcare Holdings Limited is investment holding of healthcare related investments.

(3)                                 The principal business address of Hutchison Whampoa (China) Limited is 48th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong. The business of Hutchison Whampoa (China) Limited is investment holding and trading.

(4)                                 The principal business address of CK Hutchison Global Investments Limited is 48th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong. The business of CK Hutchison Global Investments Limited is investment holding.

(5)                                 The principal business address of CK Hutchison Holdings Limited is 48th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong. The business of CK Hutchison Holdings Limited comprises four core segments: ports and related services, retail, infrastructure and telecommunications.

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: June 30, 2021