F-1MEF 1 a2227850zf-1mef.htm F-1MEF
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As filed with the Securities and Exchange Commission on March 16, 2016

Registration No. 333-          



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549




FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Hutchison China MediTech Limited
(Exact name of registrant as specified in its charter)

Not applicable
(Translation of Registrant's name into English)

Cayman Islands
(State or other jurisdiction of
incorporation or organization)

  2834
(Primary Standard Industrial
Classification Code Number)
  Not applicable
(I.R.S. Employer
Identification Number)

Room 2108, 21/F, Hutchison House
10 Harcourt Road
Hong Kong
Telephone: +852 2121 8200
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)



Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
Telephone: 212-750-6474
(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Paul W. Boltz, Jr.
Marc A. Rubenstein
Ropes & Gray
41st Floor, One Exchange Square
8 Connaught Place
Hong Kong
Telephone: +852 3664 6488

  Christian Hogg
Chief Executive Officer
Hutchison China MediTech Limited
Room 2108, 21/F, Hutchison House
10 Harcourt Road
Hong Kong
Telephone: +852 2121 8200
  Matthew Bersani
Shearman & Sterling LLP
12th Floor, Gloucester Tower
The Landmark
15 Queen's Road Central
Hong Kong
Telephone: +852 2978 8000



          Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box.   o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ý    333-207447

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

          If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o


CALCULATION OF REGISTRATION FEE

 
Title of each class of
securities to be registered(1)

  Proposed maximum
aggregate offering price(2)(3)(4)

  Amount of
registration fee

 
Ordinary Shares, $1.00 par value   $116,437,500   $11,726
 
(1)
American depositary shares issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-209930). Each American depositary share represents one-half of one ordinary share.

(2)
In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form F-1, as amended (Registration No. 333-207447), is hereby registered.

(3)
Includes (i) ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public and (ii) ordinary shares that may be purchased by the underwriters pursuant to an over-allotment option. These ordinary shares are not being registered for the purposes of sales outside of the United States.

(4)
Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

          The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.


 

   



Explanatory Note and Incorporation by Reference

        This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction V of Form F-1, both promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The contents of the Registration Statement on Form F-1, as amended (Registration No. 333-207447) filed by Hutchison China MediTech Limited with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act, which was declared effective by the Commission on March 16, 2016, including the exhibits thereto, are incorporated by reference into this Registration Statement.

        The registrant is filing this Registration Statement for the purpose of increasing the aggregate maximum offering price of the ordinary shares being offered by $1,437,500 (including additional ordinary shares which may be sold in the event the underwriters exercise their option to purchase additional ordinary shares from the Registrant). The required opinion and consents are listed on an Exhibit Index attached hereto and incorporated by reference into this Registration Statement.



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Hong Kong, on March 16, 2016.

    HUTCHISON CHINA MEDITECH LIMITED

 

 

By:

 

/s/ CHRISTIAN HOGG  
       
Name: Christian Hogg
Title: Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 
/s/ CHRISTIAN HOGG

Christian Hogg
  Chief Executive Officer, Director
(principal executive officer)
  March 16, 2016

/s/ JOHNNY CHENG

Johnny Cheng

 

Chief Financial Officer, Director
(principal financial and accounting officer)

 

March 16, 2016



Simon To

 

Chairman of the Board of Directors

 

March 16, 2016

*  

Shigeru Endo

 

Director

 

March 16, 2016

*  

Michael Howell

 

Director

 

March 16, 2016

*  

Christopher Huang, Ph.D.

 

Director

 

March 16, 2016



Christopher Nash

 

Director

 

March 16, 2016



Christian Salbaing

 

Director

 

March 16, 2016

*  

Edith Shih

 

Director

 

March 16, 2016

*By:

  /s/ CHRISTIAN HOGG
   
Christian Hogg
As Attorney-in-Fact

II-1



SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

        Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Hutchison China MediTech Limited, has signed this registration statement or amendment thereto in New York, NY on March 16, 2016.

    Law Debenture Corporate Services Inc.
(Authorized U.S. Representative)

 

 

By:

 

/s/ GISELLE MANON  
       
Name: Giselle Manon
Title: Officer

II-2


Index of Exhibits

Exhibit
Number
  Exhibit Description
  5.1   Opinion of Conyers Dill & Pearman regarding the validity of the ordinary shares being registered

 

23.1

 

Consent of PricewaterhouseCoopers, an independent registered accounting firm, regarding the consolidated financial statements of Hutchison China MediTech Limited

 

23.2

 

Consent of PricewaterhouseCoopers, an independent registered accounting firm, regarding the consolidated financial statements of Nutrition Science Partners Limited

 

23.3

 

Consent of PricewaterhouseCoopers Zhong Tian LLP, independent accountants, regarding the consolidated financial statements of Shanghai Hutchison Pharmaceuticals Limited

 

23.4

 

Consent of PricewaterhouseCoopers Zhong Tian LLP, independent accountants, regarding the consolidated financial statements of Hutchison Whampoa Guangzhou Baiyunshan Chinese Medicine Company Limited

 

23.5

 

Consent of Conyers Dill & Pearman (included in Exhibit 5.1)

 

24.1

*

Power of Attorney of each of the directors of the registrant and the principal executive, financial and accounting officers of the registrant (included on signature page)

*
Previously filed on the signature page to the registrant's Registration Statement on Form F-1, as amended (Registration No. 333-207447), filed with the Securities and Exchange Commission on October 16, 2015 and incorporated by reference herein.

II-3




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Explanatory Note and Incorporation by Reference
SIGNATURES
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES