EX-99.1 2 a2239999zex-99_1.htm EX-99.1
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Exhibit 99.1


Hutchison China MediTech Limited
Condensed Consolidated Balance Sheets
(in US$'000, except share data)

 
  Note   September 30,
2019
  December 31,
2018
 
 
   
  (Unaudited)
   
 

Assets

             

Current assets

             

Cash and cash equivalents

  3   97,082   86,036  

Short-term investments

  4   104,493   214,915  

Accounts receivable—third parties

  5   40,332   40,176  

Inventories

  6   15,653   12,309  

Other current assets

    19,521   17,105  
       

Total current assets

      277,081   370,541  

Property, plant and equipment

    18,528   16,616  

Right-of-use assets

  7   6,566    

Investments in equity investees

  8   145,337   138,318  

Other assets

      6,580   6,643  

Total assets

    454,092   532,118  
       
       
       

Liabilities and shareholders' equity

 

 

 
 
 
 
 

Current liabilities

             

Accounts payable

  9   23,029   25,625  

Other payables, accruals and advance receipts

  10   74,753   56,327  

Lease liabilities

  7   3,497    

Other current liabilities

    4,066   3,527  
       

Total current liabilities

      105,345   85,479  

Lease liabilities

  7   3,500    

Long-term bank borrowings

  11     26,739  

Other liabilities

    7,460   7,645  
       

Total liabilities

      116,305   119,863  

Commitments and contingencies

  12      

             

Company's shareholders' equity

             

Ordinary shares; $0.10 par value; 1,500,000,000 shares authorized; 666,786,450 and 666,577,450 shares issued at September 30, 2019 and December 31, 2018 respectively

  13   66,679   66,658  

Additional paid-in capital

    512,585   505,585  

Accumulated losses

      (260,172 ) (183,004 )

Accumulated other comprehensive loss

    (5,575 ) (243 )
       

Total Company's shareholders' equity

      313,517   388,996  

Non-controlling interests

    24,270   23,259  
       

Total shareholders' equity

      337,787   412,255  

Total liabilities and shareholders' equity

    454,092   532,118  
       
       
       

   

The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.

F-1



Hutchison China MediTech Limited
Condensed Consolidated Statements of Operations
(Unaudited, in US$'000, except share and per share data)

 
   
  Nine Months Ended
September 30,
 
 
  Note   2019   2018  

Revenues

             

Goods—third parties

      130,225   114,623  

—related parties

  17(i)   5,334   5,243  

Services—commercialization—third parties

      2,584   8,246  

—collaboration research and development—third parties

    10,468   25,581  

—research and development—related parties

  17(i)   373   7,308  

Other collaboration revenue—royalties—third parties

    2,562    
       

Total revenues

  15   151,546   161,001  

Operating expenses

             

Costs of goods—third parties

      (111,165 ) (95,128 )

Costs of goods—related parties

    (3,718 ) (3,685 )

Costs of services—commercialization—third parties

      (1,929 ) (6,303 )

Research and development expenses

  16   (100,735 ) (88,732 )

Selling expenses

      (11,660 ) (13,657 )

Administrative expenses

    (30,291 ) (21,967 )
       

Total operating expenses

      (259,498 ) (229,472 )

Loss from operations

    (107,952 ) (68,471 )

Other income, net of other expenses

      5,312   4,878  

Loss before income taxes and equity in earnings of equity investees

    (102,640 ) (63,593 )

Income tax expense

  18   (2,559 ) (2,995 )

Equity in earnings of equity investees, net of tax

  8   30,508   11,050  
       

Net loss

      (74,691 ) (55,538 )

Less: Net income attributable to non-controlling interests

    (1,771 ) (2,731 )
       

Net loss attributable to the Company

      (76,462 ) (58,269 )

Losses per share attributable to the Company—basic and diluted (US$ per share)

  19   (0.11 ) (0.09 )

Number of shares used in per share calculation—basic and diluted

  19   665,612,400   664,003,277  

Note: The losses per share attributable to the Company—basic and diluted presented were adjusted retroactively for the nine months ended September 30, 2018 to take into account the share split approved by ordinary resolution at the Extraordinary General Meeting of the Company held on May 29, 2019, pursuant to which each ordinary share was subdivided into 10 ordinary shares with effect from May 30, 2019.

   

The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.

F-2



Hutchison China MediTech Limited
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited, in US$'000)

 
  Nine Months Ended
September 30,
 
 
  2019   2018  

Net loss

  (74,691 ) (55,538 )

Other comprehensive loss

         

Foreign currency translation loss

  (6,093 ) (7,004 )

Total comprehensive loss

  (80,784 ) (62,542 )

Less: Comprehensive income attributable to non-controlling interests

  (1,010 ) (1,777 )

Total comprehensive loss attributable to the Company

  (81,794 ) (64,319 )

   

The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.

F-3



Hutchison China MediTech Limited
Condensed Consolidated Statements of Changes in Shareholders' Equity
(Unaudited, in US$'000, except share data in '000)

 
  Ordinary
Shares
Number
  Ordinary
Shares
Value
  Additional
Paid-in
Capital
  Accumulated
Losses
  Accumulated
Other
Comprehensive
Income/(Loss)
  Total
Company's
Shareholders'
Equity
  Non-
controlling
Interests
  Total
Shareholders'
Equity
 

As at January 1, 2018

  664,470   66,447   496,960   (108,184 ) 5,430   460,653   23,230   483,883  

Net (loss)/income

        (58,269 )   (58,269 ) 2,731   (55,538 )

Issuances in relation to share option exercises

  886   89   655       744     744  

Share-based compensation

                                 

Share options

      5,117       5,117   12   5,129  

Long-term incentive plan ("LTIP")

      2,932       2,932   8   2,940  

      8,049       8,049   20   8,069  

LTIP—treasury shares acquired and held by Trustee

      (5,451 )     (5,451 )   (5,451 )

Transfer between reserves

      15   (15 )        

Foreign currency translation adjustments

          (6,050 ) (6,050 ) (954 ) (7,004 )

As at September 30, 2018

  665,356   66,536   500,228   (166,468 ) (620 ) 399,676   25,027   424,703  
                 
                 
                 

As at December 31, 2018

  666,577   66,658   505,585   (183,004 ) (243 ) 388,996   23,259   412,255  

Impact of change in accounting policy (Note 2)

        (655 )   (655 ) (16 ) (671 )

As at January 1, 2019

  666,577   66,658   505,585   (183,659 ) (243 ) 388,341   23,243   411,584  

Net (loss)/income

        (76,462 )   (76,462 ) 1,771   (74,691 )

Issuances in relation to share option exercises

  209   21   134       155     155  

Share-based compensation

                                 

Share options

      5,400       5,400   12   5,412  

LTIP

      1,761       1,761   5   1,766  

      7,161       7,161   17   7,178  

LTIP—treasury shares acquired and held by Trustee

      (346 )     (346 )   (346 )

Transfer between reserves

      51   (51 )        

Foreign currency translation adjustments

          (5,332 ) (5,332 ) (761 ) (6,093 )

As at September 30, 2019

  666,786   66,679   512,585   (260,172 ) (5,575 ) 313,517   24,270   337,787  

   

The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.

F-4



Hutchison China MediTech Limited
Condensed Consolidated Statements of Cash Flows
(Unaudited, in US$'000)

 
   
  Nine Months Ended
September 30,
 
 
  Note   2019   2018  

Net cash used in operating activities

  21   (63,526 ) (18,911 )

Investing activities

             

Purchases of property, plant and equipment

    (5,614 ) (3,433 )

Deposits in short-term investments

      (426,695 ) (688,786 )

Proceeds from short-term investments

    537,117   759,229  

Investment in an equity investee

        (8,000 )

Net cash generated from investing activities

    104,808   59,010  

Financing activities

             

Proceeds from issuance of ordinary shares

  14(i)   155   744  

Purchases of treasury shares

  14(ii)   (346 ) (5,451 )

Dividends paid to a non-controlling shareholder of a subsidiary

    (1,282 )  

Proceeds from bank borrowings

  11     26,923  

Repayment of bank borrowings

  11   (26,923 ) (30,000 )

Payment of issuance costs

        (34 )

Net cash used in financing activities

    (28,396 ) (7,818 )

Net increase in cash and cash equivalents

      12,886   32,281  

Effect of exchange rate changes on cash and cash equivalents

    (1,840 ) (1,955 )

      11,046   30,326  

Cash and cash equivalents

             

Cash and cash equivalents at beginning of period

      86,036   85,265  

Cash and cash equivalents at end of period

    97,082   115,591  

   

The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.

F-5



Hutchison China MediTech Limited
Notes to the Interim Unaudited Condensed Consolidated Financial Statements

1. Organization and Nature of Business

        Hutchison China MediTech Limited (the "Company") and its subsidiaries (together the "Group") are principally engaged in researching, developing, manufacturing and marketing pharmaceutical products. The Group and its equity investees have research and development facilities and manufacturing plants in the People's Republic of China (the "PRC") and sell their products mainly in the PRC and Hong Kong.

Liquidity

        As at September 30, 2019, the Group had accumulated losses of US$260,172,000 primarily due to its spending in drug research and development ("Drug R&D") activities. The Group regularly monitors current and expected liquidity requirements to ensure that it maintains sufficient cash balances and adequate credit facilities to meet its liquidity requirements in the short and long term. As at September 30, 2019, the Group had cash and cash equivalents of US$97,082,000, short-term investments of US$104,493,000 and unutilized bank borrowing facilities of US$146,282,000. Short-term investments comprised of bank deposits maturing over three months. The Group's operating plan includes the continued receipt of dividends from certain of its equity investees. Dividends received from equity investees for the nine months ended September 30, 2019 and 2018 were US$18,173,000 and US$23,526,000 respectively.

        Based on the Group's operating plan, the existing cash and cash equivalents, short-term investments and unutilized bank borrowing facilities are considered to be sufficient to meet the cash requirements to fund planned operations and other commitments for at least the next twelve months (the look-forward period used).

2. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

        The interim unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The interim unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements, except for the adoption of Accounting Standards Codification ("ASC") 842, Leases ("ASC 842") as described below. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for the fair statement of results for the periods presented, have been included. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year or any other interim period.

        The comparative year-end condensed balance sheet data was derived from the annual audited consolidated financial statements, but is condensed to the same degree as the interim condensed balance sheet data.

        The interim unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users have read or have access to the annual audited consolidated financial statements for the preceding fiscal year.

        The preparation of interim unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the interim

F-6


unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used in determining items such as useful lives of property, plant and equipment, write-down of inventories, allowance for doubtful accounts, share-based compensation, impairments of long-lived assets, impairment of other intangible asset and goodwill, income tax expenses, tax valuation allowances, revenues and cost accruals from research and development projects. Actual results could differ from those estimates.

Leases

Summary of impact of applying ASC 842

        The Group applied ASC 842 to its various leases at the date of initial application of January 1, 2019. As a result, the Group has changed its accounting policy for leases as detailed below. The core principle of ASC 842 is that a lessee should recognize the assets and liabilities that arise from leases. Therefore, the Group recognizes in the condensed consolidated balance sheets liabilities to make lease payments (the lease liabilities) and right-of-use assets representing its right to use the underlying assets for their lease terms. The Group applied ASC 842 using the optional transition method by recognizing the cumulative effect as an adjustment to opening accumulated losses as at January 1, 2019. The comparative information prior to January 1, 2019 has not been adjusted and continues to be reported under ASC 840, Leases ("ASC 840").

        The Group assessed lease agreements as at January 1, 2019 under ASC 842, except for short-term leases. The Group elected the short-term lease exception for leases with a term of 12 months or less and recognizes lease expenses for such leases on a straight-line basis over the lease term and does not recognize right-of-use assets or lease liabilities accordingly. As a result of this assessment, the Group recorded an aggregate US$0.7 million in additional lease expenses as a cumulative adjustment to opening accumulated losses upon adoption. Additionally, the Group recognized right-of-use assets and lease liabilities of US$5.7 million and US$6.4 million respectively as at January 1, 2019.

        The lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessees' incremental borrowing rate as at January 1, 2019. The Group's weighted average incremental borrowing rate applied on January 1, 2019 was 3.97% per annum.

        A reconciliation of the Group's reported operating lease commitments as at December 31, 2018 and the Group's lease liabilities recognized upon adoption of ASC 842 as at January 1, 2019 is as follows:

 
  (in US$'000)  

Operating lease commitments as at December 31, 2018 (note (a))

  8,835  

Less: Leases not commenced as at January 1, 2019

  (3,676 )

Less: Short-term leases

  (5 )

Add: Adjustment as a result of the treatment for a termination option (note (b))

  1,409  

Less: Discount under the lessees' incremental borrowing rate as at January 1, 2019

  (206 )

Lease liabilities recognized as at January 1, 2019

  6,357  

F-7


Notes:

(a)
Future aggregate minimum payments under non-cancellable operating leases under ASC 840 were as follows:
 
  December 31, 2018  
 
  (in US$'000)
 

Not later than 1 year

  3,026  

Between 1 to 2 years

  2,735  

Between 2 to 3 years

  1,056  

Between 3 to 4 years

  882  

Between 4 to 5 years

  810  

Later than 5 years

  326  

Total minimum lease payments

  8,835  
(b)
The Group leases its corporate offices in Hong Kong through a support service agreement with an indirect subsidiary of CK Hutchison Holdings Limited ("CK Hutchison"), which is the Company's indirect major shareholder. The support service agreement may be terminated by giving 3-month advance notice; therefore, there was no lease commitment beyond the 3-month advance notice period as at December 31, 2018. This termination option is not considered probable of exercise for the purposes of applying ASC 842.

        The Group recognized right-of-use assets as at January 1, 2019 measured at their carrying amounts as if ASC 842 had been applied since their commencement dates, but discounted using the lessees' incremental borrowing rate as at January 1, 2019.

        Recognized right-of-use assets upon adoption were as follows:

 
  (in US$'000)  

Offices

  4,877  

Factories

  383  

Others

  487  

  5,747  

        There were no adjustments to net cash generated from/(used in) operating activities, investing activities or financing activities in the condensed consolidated statement of cash flows.

        In applying ASC 842 for the first time, the Group has used the following practical expedients permitted by the standard: (i) no reassessment of whether any expired or existing contracts are or contain leases; (ii) no reassessment of the lease classification for any expired or existing leases; (iii) the exclusion of initial direct costs for the measurement of the right-of-use assets at the date of initial application; and (iv) the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

Updated accounting policy—ASC 842

        In an operating lease, a lessee obtains control of only the use of the underlying asset, but not the underlying asset itself. An operating lease is recognized as a right-of-use asset with a corresponding liability at the date which the leased asset is available for use by the Group. The Group recognizes an obligation to make lease payments equal to the present value of the lease payments over the lease term. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Group will exercise that option.

F-8


        Lease liabilities include the net present value of the following lease payments: (i) fixed payments; (ii) variable lease payments; and (iii) payments of penalties for terminating the lease if the lease term reflects the lessee exercising that option, if any. Lease liabilities exclude the following payments that are generally accounted for separately: (i) non-lease components, such as maintenance and security service fees and value added tax, and (ii) any payments that a lessee makes before the lease commencement date. The lease payments are discounted using the interest rate implicit in the lease or if that rate cannot be determined, the lessee's incremental borrowing rate being the rate that the lessee would have to pay to borrow the funds in its currency and jurisdiction necessary to obtain an asset of similar value, economic environment and terms and conditions.

        An asset representing the right to use the underlying asset during the lease term is recognized that consists of the initial measurement of the operating lease liability, any lease payments made to the lessor at or before the commencement date less any lease incentives received, any initial direct cost incurred by the Group and any restoration costs.

        After commencement of the operating lease, the Group recognizes lease expenses on a straight-line basis over the lease term. The right-of-use asset is subsequently measured at cost less accumulated amortization and any impairment provision. The amortization of the right-of-use asset represents the difference between the straight-line lease expense and the accretion of interest on the lease liability each period. The interest amount is used to accrete the lease liability and to amortize the right-of-use asset. There is no amount recorded as interest expense.

        Payments associated with short-term leases are recognized as lease expenses on a straight-line basis over the period of the leases.

        Subleases of right-of-use assets are accounted for similar to other leases. As an intermediate lessor, the Group separately accounts for the head-lease and sublease unless it is relieved of its primary obligation under the head-lease. Sublease income is recorded on a gross basis separate from the head-lease expenses. If the total remaining lease cost on the head-lease is more than the anticipated sublease income for the lease term, this is an indicator that the carrying amount of the right-of-use asset associated with the head-lease may not be recoverable, and the right-of-use asset will be assessed for impairment.

3. Cash and Cash Equivalents

 
  September 30,
2019
  December 31,
2018
 
 
  (in US$'000)
 

Cash at bank and on hand

  87,322   78,556  

Bank deposits maturing in three months or less (note (a))

  9,760   7,480  

  97,082   86,036  

Denominated in:

         

US$ (note (b))

  79,844   58,291  

RMB (note (b))

  12,071   23,254  

UK Pound Sterling ("£") (note (b))

  386   331  

Hong Kong dollar ("HK$")

  4,781   4,160  

  97,082   86,036  
Notes:


(a)
The weighted average effective interest rate on bank deposits for the nine months ended September 30, 2019 and the year ended December 31, 2018 was 2.30% per annum and 1.98% per annum respectively (with maturity ranging from 5 to 35 days and 7 to 90 days respectively).

F-9


(b)
Certain cash and bank balances denominated in RMB, US$ and £ were deposited with banks in the PRC. The conversion of these balances into foreign currencies is subject to the rules and regulations of foreign exchange control promulgated by the PRC government.

4. Short-term Investments

 
  September 30,
2019
  December 31,
2018
 
 
  (in US$'000)
 

Bank deposits maturing over three months (note)

     

Denominated in:

         

US$

  104,111   214,538  

HK$

  382   377  

  104,493   214,915  

      Note: The weighted average effective interest rate on bank deposits for the nine months ended September 30, 2019 and the year ended December 31, 2018 was 2.71% per annum and 2.18% per annum respectively (with maturity ranging from 91 to 129 days and 91 to 100 days respectively).

5. Accounts Receivable—Third Parties

        Accounts receivable from contracts with customers, net of allowance for doubtful accounts, consisted of the following:

 
  September 30,
2019
  December 31,
2018
 
 
  (in US$'000)
 

Accounts receivable, gross

  40,375   40,217  

Allowance for doubtful accounts

  (43 ) (41 )

Accounts receivable, net

  40,332   40,176  

        Substantially all accounts receivable are denominated in RMB, US$ and HK$ and are due within one year from the end of the reporting periods. The carrying values of accounts receivable approximate their fair values due to their short-term maturities.

        Movements on the allowance for doubtful accounts:

 
  2019   2018  
 
  (in US$'000)
 

As at January 1

  41   258  

Increase in allowance for doubtful accounts

  36   161  

Decrease in allowance due to subsequent collection

  (33 ) (225 )

Write-off

    (1 )

Exchange difference

  (1 ) (14 )

As at September 30

  43   179  

F-10


6. Inventories

        Inventories, net of provision for excess and obsolete inventories, consisted of the following:

 
  September 30,
2019
  December 31,
2018
 
 
  (in US$'000)
 

Raw materials

  1,765   652  

Finished goods

  13,888   11,657  

  15,653   12,309  

7. Leases

        The Group leases various offices, factories and other assets. Lease contracts are typically within a period of 1 to 5 years.

        Leases consisted of the following:

 
  September 30, 2019  
 
  (in US$'000)
 

Right-of-use assets

     

Offices (note (a))

  5,938  

Factories

  177  

Others (note (b))

  451  

Total right-of-use assets

  6,566  

Lease liabilities—current

  3,497  

Lease liabilities—non-current

  3,500  

Total lease liabilities

  6,997  

Notes:

(a)
Includes (i) US$0.9 million right-of-use asset for offices in the United States of America that is leased through July 2024 in which the contract has an option to renew the lease up to an additional 3 years; and (ii) US$1.1 million right-of-use asset for corporate offices in Hong Kong that is leased through May 2021 in which the contract has a termination option with 3 months advance notice. The renewal and termination options were not recognized as part of the right-of-use assets and lease liabilities.

(b)
Includes US$0.3 million right-of-use asset for retail space in the United Kingdom that is leased through May 2022 which the Group has subleased through May 2022.

F-11


        Lease activities are summarized as follows:

 
  Nine Months Ended
September 30, 2019
 
 
  (in US$'000)
 

Lease expenses:

     

Short-term leases with lease terms equal or less than 12 months

  173  

Leases with lease terms greater than 12 months

  2,421  

  2,594  

Sublease rental income

  61  

Cash paid on lease liabilities

  2,701  

Non-cash: Lease liabilities recognized from obtaining right-of-use assets

  3,197  

        The weighted average remaining lease term and the weighted average discount rate as at September 30, 2019 was 2.93 years and 4.11% respectively.

        Future lease payments are as follows:

 
  September 30, 2019  
 
  (in US$'000)
 

Lease payments:

     

Not later than 1 year

  3,714  

Between 1 to 2 years

  1,550  

Between 2 to 3 years

  925  

Between 3 to 4 years

  789  

Between 4 to 5 years

  463  

Total lease payments (note)

  7,441  

Less: Discount factor

  (444 )

Total lease liabilities

  6,997  

    Note: Excludes future lease payments on lease not commenced as at September 30, 2019 in the aggregate amount of US$1.1 million.

8. Investments in Equity Investees

        Investments in equity investees consisted of the following:

 
  September 30,
2019
  December 31,
2018
 
 
  (in US$'000)
 

Hutchison Whampoa Guangzhou Baiyunshan Chinese Medicine Company Limited ("HBYS")

  58,297   60,992  

Shanghai Hutchison Pharmaceuticals Limited ("SHPL")

  78,308   68,812  

Nutrition Science Partners Limited ("NSPL")

  8,184   8,102  

Other

  548   412  

  145,337   138,318  

        All of the equity investees are private companies and there are no quoted market prices available for their shares.

F-12


        Summarized financial information for the significant equity investees HBYS, SHPL and NSPL is as follows:

(i)    Summarized balance sheets

 
  Commercial Platform   Innovation Platform  
 
  Consumer Health
HBYS
  Prescription Drugs
SHPL
  Drug R&D
NSPL
 
 
  September 30,
2019
  December 31,
2018
  September 30,
2019
  December 31,
2018
  September 30,
2019
  December 31,
2018
 
 
  (in US$'000)
 

Current assets

  104,536   116,020   130,462   124,512   16,754   17,320  

Non-current assets

  94,914   100,353   92,571   98,532      

Current liabilities

  (63,668 ) (73,974 ) (65,671 ) (84,357 ) (387 ) (1,117 )

Non-current liabilities

  (16,659 ) (17,302 ) (6,389 ) (6,909 )    

Net assets

  119,123   125,097   150,973   131,778   16,367   16,203  

Non-controlling interests

  (2,529 ) (3,113 )        

  116,594   121,984   150,973   131,778   16,367   16,203  

(ii)   Summarized statements of operations

 
  Commercial Platform   Innovation Platform  
 
  Consumer Health
HBYS
  Prescription Drugs
SHPL
  Drug R&D
NSPL(note(a))
 
 
  Nine Months Ended September 30,  
 
  2019   2018   2019   2018   2019   2018  
 
  (in US$'000)
 

Revenue

  156,987   160,713   210,167   211,903      

Gross profit

  83,732   83,050   149,794   147,373      

Impairment provision (note (b))

            (30,000 )

Interest income

  121   68   422   496   210   138  

Finance cost

  (13 ) (140 )        

Profit/(loss) before taxation

  15,512   16,390   55,698   52,958   165   (37,637 )

Income tax expense (note (c))

  (2,416 ) (3,367 ) (8,726 ) (6,809 )    

Net income/(loss)

  13,096   13,023   46,972   46,149   165   (37,637 )

Non-controlling interests

  472   366          

Net income/(loss) attributable to the shareholders of equity investee

  13,568   13,389   46,972   46,149   165   (37,637 )
Notes:


(a)
NSPL did not have any activity for the nine months ended September 30, 2019 and primarily incurred research and development expenses during the nine months ended September 30, 2018.

F-13


(b)
On November 19, 2018, NSPL's Board reviewed the progress of its drug candidates. After due consideration of the timeline and further investments required to complete NSPL's clinical trials and reach the commercialization stage, it decided to explore alternative strategic options to maximize the economic returns from the drug candidates. NSPL performed an annual impairment assessment of the recoverability of the related US$30,000,000 intangible asset by comparing its carrying amount to the higher of the asset's value-in-use or its fair value less costs to sell. In preparing its assessment, although NSPL was in the process of identifying potential buyers or collaboration partners to maximize its economic returns from the drug candidates, there was no certainty of an available market or that a suitable buyer or partner could be readily identified. Accordingly, NSPL recorded a full impairment provision for the nine months ended September 30, 2018 as the impairment conditions were determined to have existed as at September 30, 2018. The Company's attributable portion was US$15,000,000.

(c)
The main entities within the HBYS and SHPL groups have been granted the High and New Technology Enterprise ("HNTE") status. Accordingly, the entities were eligible to use a preferential income tax rate of 15% for the nine months ended September 30, 2019 and 2018.

        For the nine months ended September 30, 2019 and 2018, other immaterial equity investees had net income of approximately US$311,000 and US$200,000 respectively.

(iii) Reconciliation of summarized financial information

        Reconciliation of the summarized financial information presented to the carrying amount of investments in equity investees is as follows:

 
  Commercial Platform   Innovation
Platform(note)
 
 
  Consumer Health
HBYS
  Prescription Drugs
SHPL
  Drug R&D
NSPL
 
 
  2019   2018   2019   2018   2019   2018  
 
  (in US$'000)
 

Opening net assets after non-controlling interests as at January 1

  121,984   110,616   131,778   132,731   16,203   38,401  

Impact of change in accounting policy (ASC 842)

  (19 )   (2 )      

Net income/(loss) attributable to the shareholders of equity investee

  13,568   13,389   46,972   46,149   165   (37,637 )

Dividends declared

  (14,615 )   (21,731 ) (31,538 )    

Other comprehensive loss

  (4,324 ) (5,502 ) (6,044 ) (5,898 ) (1 )  

Investments

            16,000  

Closing net assets after non-controlling interests as at September 30

  116,594   118,503   150,973   141,444   16,367   16,764  

Group's share of net assets

  58,297   59,252   75,487   70,722   8,184   8,382  

Goodwill

      2,821   2,924      

Carrying amount of investments as at September 30

  58,297   59,252   78,308   73,646   8,184   8,382  

    Note: The Innovation Platform includes other immaterial equity investees. As at September 30, 2019 and December 31, 2018, the aggregate carrying amount of investments in NSPL and other immaterial equity investees was approximately US$8,732,000 and US$8,514,000 respectively.

F-14


        The equity investees had the following capital commitments:

 
  September 30, 2019  
 
  (in US$'000)
 

Property, plant and equipment

     

Contracted but not provided for

  1,868  

9. Accounts Payable

 
  September 30,
2019
  December 31,
2018
 
 
  (in US$'000)
 

Accounts payable—third parties

  17,618   14,158  

Accounts payable—non-controlling shareholders of subsidiaries (Note 17(iv))

  3,916   4,960  

Accounts payable—related party (Note 17(ii))

  1,495   6,507  

  23,029   25,625  

        Substantially all accounts payable are denominated in RMB and US$ and due within one year from the end of the reporting period. The carrying values of accounts payable approximate their fair values due to their short-term maturities.

10. Other Payables, Accruals and Advance Receipts

        Other payables, accruals and advance receipts consisted of the following:

 
  September 30,
2019
  December 31,
2018
 
 
  (in US$'000)
 

Accrued salaries and benefits

  12,437   8,715  

Accrued research and development expenses

  42,422   28,883  

Accrued selling and marketing expenses

  4,121   4,675  

Accrued administrative and other general expenses

  8,526   6,181  

Deferred government incentives

  425   1,817  

Deposits

  1,269   1,230  

Dividend payable to a non-controlling shareholder of a subsidiary (Note 17(iv))

    1,282  

Others

  5,553   3,544  
     

  74,753   56,327  

11. Bank Borrowings

        Bank borrowings consisted of the following:

 
  September 30,
2019
  December 31,
2018
 
 
  (in US$'000)
 

Non-current

    26,739  

        The weighted average interest rate for outstanding bank borrowings for the nine months ended September 30, 2019 and the year ended December 31, 2018 was 3.29% per annum and 2.79% per annum respectively. The carrying amounts of the Group's bank borrowings were denominated in HK$. The Group

F-15


had fully repaid the bank borrowings in June 2019 and there were no outstanding bank borrowings as at September 30, 2019.

(i)    3-year term loan and 18-month revolving loan facilities

        In November 2017, the Group through its subsidiary, entered into facility agreements with a bank for the provision of unsecured credit facilities in the aggregate amount of HK$400,000,000 (US$51,282,000). The credit facilities included (i) a HK$210,000,000 (US$26,923,000) 3-year term loan facility and (ii) a HK$190,000,000 (US$24,359,000) 18-month revolving loan facility. The term loan bore interest at the Hong Kong Interbank Offered Rate ("HIBOR") plus 1.50% per annum and an upfront fee of HK$1,575,000 (US$202,000). The revolving loan facility bore interest at HIBOR plus 1.25% per annum. The term loan was drawn in May 2018 and was fully repaid in June 2019. The revolving loan facility expired in May 2019.

(ii)   2-year revolving loan facilities

        In August 2018, the Group through its subsidiary, entered into two separate facility agreements with banks for the provision of unsecured credit facilities in the aggregate amount of HK$507,000,000 (US$65,000,000). The first credit facility is a HK$351,000,000 (US$45,000,000) revolving loan facility, with a term of 2 years and an annual interest rate of HIBOR plus 1.35% per annum. The second credit facility is a HK$156,000,000 (US$20,000,000) revolving loan facility, with a term of 2 years and an annual interest rate of HIBOR plus 1.35% per annum. These credit facilities are guaranteed by the Company. As at September 30, 2019 and December 31, 2018, no amount has been drawn from either of the revolving loan facilities.

        In February 2017, the Group through its subsidiary, entered into two separate facility agreements with the banks for the provision of unsecured credit facilities in the aggregate amount of HK$546,000,000 (US$70,000,000). The first credit facility included (i) a HK$156,000,000 (US$20,000,000) term loan facility and (ii) a HK$195,000,000 (US$25,000,000) revolving loan facility, both with a term of 18 months and an annual interest rate of HIBOR plus 1.25% per annum. The second credit facility included (i) a HK$78,000,000 (US$10,000,000) term loan facility and (ii) a HK$117,000,000 (US$15,000,000) revolving loan facility, both with a term of 18 months and an annual interest rate of HIBOR plus 1.25% per annum. The term loans from the first and second credit facilities were repaid in May 2018. Both revolving loan facilities were terminated in August 2018.

(iii) 3-year revolving loan facility and 3-year term loan and revolving loan facilities

        In November 2018, the Group through its subsidiary renewed a 3-year revolving loan facility with a bank in the aggregate amount of HK$234,000,000 (US$30,000,000) with an annual interest rate of HIBOR plus 0.85% per annum. This credit facility is guaranteed by the Company. As at September 30, 2019 and December 31, 2018, no amount has been drawn from the revolving loan facility.

        In May 2019, the Group through its subsidiary, entered into a separate facility agreement with the bank for the provision of additional unsecured credit facilities in the aggregate amount of HK$400,000,000 (US$51,282,000). The 3-year credit facilities include (i) a HK$210,000,000 (US$26,923,000) term loan facility and (ii) a HK$190,000,000 (US$24,359,000) revolving loan facility, both with an annual interest rate of HIBOR plus 0.85% per annum, and an upfront fee of HK$819,000 (US$105,000) on the term loan. These credit facilities are guaranteed by the Company. As at September 30, 2019, no amount has been drawn from either of these credit facilities.

F-16


        The Group's bank borrowings are repayable as from the dates indicated as follows:

 
  September 30,
2019
  December 31,
2018
 
 
  (in US$'000)
 

Not later than 1 year

     

Between 1 to 2 years

    26,923  

    26,923  

        As at September 30, 2019 and December 31, 2018, the Group had unutilized bank borrowing facilities of HK$1,141,000,000 (US$146,282,000) and HK$931,000,000 (US$119,359,000) respectively.

12. Commitments and Contingencies

        The Group had the following capital commitments:

 
  September 30, 2019  
 
  (in US$'000)
 

Property, plant and equipment

   

Contracted but not provided for

  1,615  

        The Group does not have any other significant commitments or contingencies.

13. Ordinary Shares

        Pursuant to a resolution passed in the Annual General Meeting on April 24, 2019, the Company's authorized share capital was increased from US$75,000,000 to US$150,000,000 by the addition of 75,000,000 ordinary shares of US$1.00 each (equivalent to 750,000,000 ordinary shares of US$0.10 each after the share split effective on May 30, 2019) in the share capital of the Company.

        Pursuant to a resolution passed in the Extraordinary General Meeting on May 29, 2019, with effect from May 30, 2019, each ordinary share of the Company was subdivided into 10 ordinary shares and the par value per ordinary share was changed from US$1.00 to US$0.10. All Company ordinary share and per share amounts presented were adjusted retroactively as the share split was effective when the interim unaudited condensed consolidated financial statements were issued.

        As at September 30, 2019, the Company is authorized to issue 1,500,000,000 ordinary shares.

        A summary of ordinary share transactions (in thousands) is as follows:

 
  2019   2018  

As at January 1

  666,577   664,470  

Share option exercises

  209   886  

As at September 30

  666,786   665,356  

        Each ordinary share is entitled to one vote. The holders of ordinary shares are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors of the Company.

14. Share-based Compensation

(i)    Share-based Compensation of the Company

        The Company conditionally adopted a share option scheme on June 4, 2005 (as amended on March 21, 2007) and such scheme has a term of 10 years. It expired in 2016 and no further share options

F-17


can be granted. Another share option scheme was conditionally adopted on April 24, 2015 (the "HCML Share Option Scheme"). Pursuant to the HCML Share Option Scheme, the Board of Directors of the Company may, at its discretion, offer any employees and directors (including Executive and Non-executive Directors but excluding Independent Non-executive Directors) of the Company, holding companies of the Company and any of their subsidiaries or affiliates, and subsidiaries or affiliates of the Company share options to subscribe for shares of the Company.

        As at September 30, 2019, the aggregate number of shares issuable under the HCML Share Option Scheme is 23,130,970 ordinary shares and the aggregate number of shares issuable under the prior share option scheme which expired in 2016 is 1,636,180 ordinary shares. Additionally, the number of shares authorized but unissued was 833,213,550 ordinary shares.

        Share options granted are generally subject to a four-year vesting schedule, depending on the nature and the purpose of the grant. Share options subject to the four-year vesting schedule, in general, vest 25% upon the first anniversary of the vesting commencement date as defined in the grant letter, and 25% every subsequent year. However, certain share option grants may have a different vesting schedule as approved by the Board of Directors of the Company. No outstanding share options will be exercisable or subject to vesting after the expiry of a maximum of eight to ten years from the date of grant.

        A summary of the Company's share option activity and related information is as follows:

 
  Number of
share
options
  Weighted average
exercise price in
£ per share
  Weighted average
remaining
contractual life
(years)
  Aggregate
intrinsic value
(in £'000)
 

Outstanding at January 1, 2018

  11,264,120   1.77   6.29   43,158  

Granted

  10,606,260   4.69          

Exercised

  (2,107,080 ) 1.40      

Cancelled

  (1,208,450 ) 4.30          

Outstanding at December 31, 2018

  18,554,850   3.31   7.35   15,158  

Granted

  180,000   4.22          

Exercised

  (209,000 ) 0.61      

Cancelled

  (932,110 ) 4.64          

Expired

  (96,180 ) 4.65      

Outstanding at September 30, 2019

  17,497,560   3.28   6.52   9,016  

Vested and exercisable at December 31, 2018

  8,032,040   1.68   4.84   14,843  

Vested and exercisable at September 30, 2019

  10,195,420   2.35   5.12   9,016  

F-18


        In estimating the fair value of share options granted, the following assumptions were used in the Polynomial model for awards granted in the periods indicated:

 
  Year Ended December 31,   Nine Months
Ended
September 30,
2019
 
  2011   2013   2016   2017   2018

Weighted average grant date fair value of share options (in £ per share)

  0.18   0.32   0.90   1.27   1.67   1.51  

Significant inputs into the valuation model (weighted average):

                       

Exercise price (in £ per share)

  0.44   0.61   1.97   3.11   4.69   4.22  

Share price at effective date of grant (in £ per share)

  0.43   0.61   1.97   3.11   4.66   4.22  

Expected volatility (note (a))

  46.6%   36.0%   39.0%   36.3%   37.6%   37.7%  

Risk-free interest rate (note (b))

  3.13%   3.16%   1.00%   1.17%   1.46%   1.08%  

Contractual life of share options (in years)

  10   10   8   10   10   10  

Expected dividend yield (note (c))

  0%   0%   0%   0%   0%   0%  

Notes:

(a)
The Company calculated its expected volatility with reference to the historical volatility prior to the issuances of share options.

(b)
The risk-free interest rates used in the Polynomial model are with reference to the sovereign yield of the United Kingdom because the Company's ordinary shares are currently listed on AIM and denominated in £.

(c)
The Company has not declared or paid any dividends and does not currently expect to do so in the foreseeable future, and therefore uses an expected dividend yield of zero in the Polynomial model.

        The Company will issue new shares to satisfy share option exercises. The following table summarizes the Company's share option exercises:

 
  Nine Months Ended
September 30,
 
 
  2019   2018  
 
  (in US$'000)
 

Cash received from share options exercised

  155   744  

Total intrinsic value of share options exercised

  711   4,968  

        The Group recognizes compensation expense on a graded vesting approach over the requisite service period. The following table presents share-based compensation expense included in the Group's condensed consolidated statements of operations:

 
  Nine Months Ended
September 30,
 
 
  2019   2018  
 
  (in US$'000)
 

Research and development expenses

  4,915   4,730  

Administrative expenses

  497   399  

  5,412   5,129  

        As at September 30, 2019, the total unrecognized compensation cost was US$8,415,000, and will be recognized on a graded vesting approach over the weighted average remaining service period of 2.6 years.

F-19


(ii)   LTIP

        The Company grants awards under the LTIP to participating directors and employees, giving them a conditional right to receive ordinary shares of the Company or the equivalent American depositary shares ("ADS") (collectively the "Awarded Shares") to be purchased by the Trustee up to a cash amount. Vesting will depend upon continued employment of the award holder with the Group and will otherwise be at the discretion of the Board of Directors of the Company. Additionally, some awards are subject to change based on annual performance targets prior to their determination date.

LTIP awards prior to the determination date

        Performance targets vary by award, and may include targets for shareholder returns, free cash flows, revenues, net profit after taxes and the achievement of clinical and regulatory milestones. As the extent of achievement of the performance targets is uncertain prior to the determination date, a probability based on management's assessment on the achievement of the performance target has been assigned to calculate the amount to be recognized as an expense over the requisite period with a corresponding entry to liability.

LTIP awards after the determination date

        Upon the determination date, the Company will pay a determined monetary amount, up to the maximum cash amount based on the actual achievement of the performance target specified in the award, to the Trustee to purchase the Awarded Shares. Any cumulative compensation expense previously recognized as a liability will be transferred to additional paid-in capital, as an equity-settled award. If the performance target is not achieved, no Awarded Shares of the Company will be purchased and the amount previously recorded in the liability will be reversed through share-based compensation expense.

        Granted awards under the LTIP are as follows:

Grant date   Maximum cash
amount per annum
(in US$ millions)
  Covered
financial years
  Performance target
determination date
 

October 19, 2015

  1.8   2014-2016   note (a )

March 24, 2016

  0.3   note (b ) note (b )

March 15, 2017

  0.4   note (c ) note (c )

March 15, 2017 and August 2, 2017

  6.0   2017-2019   note (d )

December 15, 2017

  0.5   2018-2019   note (d )

August 6, 2018

  0.1   2018-2019   note (d )

December 14, 2018

  1.5   2019   note (d )

August 5, 2019

  0.7   2019   note (d )
Notes:


(a)
The annual performance target determination date is the date of the announcement of the Group's annual results for the covered financial year and vesting occurs one business day after the publication date of the annual report of the Company for the financial year falling two years after the covered financial year to which the LTIP award relates.

(b)
This award does not stipulate performance targets and is subject to a vesting schedule of 25% on each of the first, second, third and fourth anniversaries of the date of grant.

(c)
This award did not stipulate performance targets and vested one business day after the publication date of the annual report for the 2017 financial year.

(d)
The annual performance target determination date is the date of the announcement of the Group's annual results for the covered financial year and vesting occurs two business days after the announcement of the Group's annual results for the financial year falling two years after the covered financial year to which the LTIP award relates.

F-20


        The Trustee has been set up solely for the purpose of purchasing and holding the Awarded Shares during the vesting period on behalf of the Group using funds provided by the Group. On the determination date, if any, the Company will determine the cash amount, based on the actual achievement of each annual performance target, for the Trustee to purchase the Awarded Shares. The Awarded Shares will then be held by the Trustee until they are vested.

        The Trustee's assets include treasury shares and funds for additional treasury shares, trustee fees and expenses. The number of treasury shares (in the form of ordinary shares or ADS of the Company) purchased and held by the Trustee were as follows:

 
  Number of
treasury shares
  Cost
(in US$'000)
 

As at January 1, 2018

  559,775   1,957  

Purchased

  795,005   5,451  

Vested

  (233,750 ) (731 )

As at December 31, 2018

  1,121,030   6,677  

Purchased

  60,430   346  

Vested

  (240,150 ) (944 )

As at September 30, 2019

  941,310   6,079  

        For the nine months ended September 30, 2019 and 2018, US$262,000 and US$396,000 of the LTIP awards were forfeited respectively.

        The following table presents the share-based compensation expenses recognized under the LTIP awards:

 
  Nine Months Ended
September 30,
 
 
  2019   2018  
 
  (in US$'000)
 

Research and development expenses

  872   1,082  

Selling and administrative expenses

  1,136   1,070  

  2,008   2,152  

Recorded with a corresponding credit to:

         

Liability

  768   982  

Additional paid-in capital

  1,240   1,170  

  2,008   2,152  

        For the nine months ended September 30, 2019 and 2018, US$526,000 and US$1,770,000 were reclassified from liability to additional paid-in capital respectively upon LTIP awards reaching the determination date. As at September 30, 2019 and December 31, 2018, US$1,477,000 and US$1,235,000 were recorded as liabilities respectively for LTIP awards prior to the determination date.

        As at September 30, 2019, the total unrecognized compensation cost was approximately US$3,147,000, which considers expected performance targets and the amount expected to vest, and will be recognized over the requisite periods.

F-21


15. Revenues

        The following table presents disaggregated revenue:

 
Nine Months Ended September 30, 2019
 
Innovation
Platform
Commercial
Platform
Total
 
(in US$'000)

Goods—Manufacturing

4,753 4,753

Goods—Distribution

130,806 130,806

Services

10,841 2,584 13,425

Royalties

2,562 2,562

10,841 140,705 151,546

Third parties

10,468 135,371 145,839

Related parties (Note 17(i))

373 5,334 5,707

10,841 140,705 151,546

 

 
  Nine Months Ended September 30, 2018  
 
  Innovation
Platform
  Commercial
Platform
  Total  
 
  (in US$'000)
 

Goods—Distribution

    119,866   119,866  

Services

  20,754   8,246   29,000  

Licenses

  12,135     12,135  

  32,889   128,112   161,001  

Third parties

  25,581   122,869   148,450  

Related parties (Note 17(i))

  7,308   5,243   12,551  

  32,889   128,112   161,001  

16. Research and Development Expenses

        Research and development expenses are summarized as follows:

 
  Nine Months Ended
September 30,
 
 
  2019   2018  
 
  (in US$'000)
 

Clinical trial related costs

  62,370   57,952  

Personnel compensation and related costs

  33,570   26,832  

Other research and development expenses

  4,795   3,948  

  100,735   88,732  

17. Significant Transactions with Related Parties and Non-Controlling Shareholders of Subsidiaries

        The Group has the following significant transactions with related parties and non-controlling shareholders of subsidiaries, which were carried out in the normal course of business at terms determined and agreed by the relevant parties.

F-22


(i)    Transactions with related parties:

 
  Nine Months Ended
September 30,
 
 
  2019   2018  
 
  (in US$'000)
 

Sales to:

         

Indirect subsidiaries of CK Hutchison

  5,334   5,243  

Revenue from research and development services from:

         

Equity investees

  373   7,308  

Purchases from:

         

Equity investees

  1,792   1,812  

Rendering of marketing services from:

         

Indirect subsidiaries of CK Hutchison

  324   377  

An equity investee

  2,682   9,652  

  3,006   10,029  

Rendering of support services from:

         

An indirect subsidiary of CK Hutchison

  698   682  

(ii)   Balances with related parties included in:

 
  September 30,
2019
  December 31,
2018
 
 
  (in US$'000)
 

Accounts receivable—related parties

         

Indirect subsidiaries of CK Hutchison (note (a))

  1,227   2,709  

An equity investee (note (a))

  127   73  

  1,354   2,782  

Accounts payable

         

An equity investee (note (a))

  1,495   6,507  

Amounts due from related parties

         

An indirect subsidiary of CK Hutchison (notes (a) and (b))

  3,294    

Equity investees (note (a))

  898   889  

  4,192   889  

Amounts due to related parties

         

An indirect subsidiary of CK Hutchison (note (c))

    432  

Other deferred income

         

An equity investee (note (d))

  1,147   1,356  

Notes:

(a)
Balances with related parties are unsecured, repayable on demand and interest-free. The carrying values of balances with related parties approximate their fair values due to their short-term maturities.

(b)
Balance includes US$3.7 million of issuance costs borne by an indirect subsidiary of CK Hutchison related to its secondary offering of the Company's ADS completed in July 2019.

F-23


(c)
Amounts due to an indirect subsidiary of CK Hutchison are unsecured, repayable on demand and interest-bearing if not settled within one month.

(d)
Other deferred income represents amounts recognized from granting of promotion and marketing rights.

(iii) Transactions with non-controlling shareholders of subsidiaries:

 
  Nine Months Ended
September 30,
 
 
  2019   2018  
 
  (in US$'000)
 

Sales

  19,510   15,375  

Purchases

  9,778   11,690  

Interest expense

    60  

(iv)  Balances with non-controlling shareholders of subsidiaries included in:

 
  September 30,
2019
  December 31,
2018
 
 
  (in US$'000)
 

Accounts receivable—third parties

  4,758   5,070  

Accounts payable

  3,916   4,960  

Other payables, accruals and advance receipts

         

Dividend payable

    1,282  

Other non-current liabilities

         

Loan

  579   579  

18. Income Taxes

 
  Nine Months Ended
September 30,
 
 
  2019   2018  
 
  (in US$'000)
 

Current tax

         

HK (note (a))

  228   294  

PRC (note (b))

  762   1,180  

U.S. (note (c))

  457   145  

Deferred income tax

  1,112   1,376  

Income tax expense

  2,559   2,995  

Notes:

(a)
The Company, two subsidiaries incorporated in the British Virgin Islands and its Hong Kong subsidiaries are subject to Hong Kong profits tax. In March 2018, the Hong Kong two-tiered profits tax rates regime was signed into law under which the first HK$2.0 million (US$0.3 million) of assessable profits of qualifying corporations will be taxed at 8.25%, and remaining assessable profits taxed at 16.5%. Hong Kong profits tax has been provided for at the flat rate of 16.5% on the estimated assessable profits less estimated available tax losses in all other entities.

F-24


(b)
Taxation in the PRC has been provided for at the applicable rate on the estimated assessable profits less estimated available tax losses, if any, in each entity. Under the PRC Enterprise Income Tax Law (the "EIT Law"), the standard enterprise income tax rate is 25%. In addition, the EIT Law provides for, among others, a preferential tax rate of 15% for companies which qualify as HNTE. Hutchison MediPharma Limited and its wholly-owned subsidiary Hutchison MediPharma (Suzhou) Limited qualify as a HNTE up to December 31, 2019 and 2020 respectively.

Pursuant to the EIT law, a 10% withholding tax is levied on dividends paid by PRC companies to their foreign investors. A lower withholding tax rate of 5% is applicable under the China-HK Tax Arrangement if direct foreign investors with at least 25% equity interest in the PRC companies are Hong Kong tax residents, and meet the conditions or requirements pursuant to the relevant PRC tax regulations regarding beneficial ownership. Since the equity holders of the major subsidiaries and equity investees of the Company are Hong Kong incorporated companies and Hong Kong tax residents, and meet the aforesaid conditions or requirements, the Company has used 5% to provide for deferred tax liabilities on retained earnings which are anticipated to be distributed. As at September 30, 2019 and December 31, 2018, the amounts accrued in deferred tax liabilities relating to withholding tax on dividends were determined on the basis that 100% of the distributable reserves of the major subsidiaries and equity investees operating in the PRC will be distributed as dividends.

(c)
The Company's subsidiary in the U.S. with operations in New York State is subject to U.S. federal and state taxes, and have been provided for at approximately 21% and 9% on the estimated assessable profit respectively. Certain income receivable by the Company is subject to U.S. withholding tax of 30%.

        The reconciliation of the Group's reported income tax expense to the theoretical tax amount that would arise using the tax rates of the Company against the Group's loss before income taxes and equity in earnings of equity investees is as follows:

 
  Nine Months Ended
September 30,
 
 
  2019   2018  
 
  (in US$'000)
 

Loss before income taxes and equity in earnings of equity investees

  (102,640 ) (63,593 )

Tax calculated at the statutory tax rate of the Company

  (16,936 ) (10,493 )

Tax effects of:

         

Different tax rates available in different jurisdictions

  1,331   451  

Tax valuation allowance

  18,928   14,881  

Preferential tax rate difference

  (123 ) (21 )

Preferential tax deduction

  (3,686 ) (4,119 )

Expenses not deductible for tax purposes

  1,963   1,294  

Utilization of previously unrecognized tax losses

  (32 ) (3 )

Withholding tax on undistributed earnings of PRC entities

  1,533   1,546  

Others

  (419 ) (541 )

Income tax expense

  2,559   2,995  

F-25


19. Losses per Share

(i)    Basic losses per share

        Basic losses per share is calculated by dividing the net loss attributable to the Company by the weighted average number of outstanding ordinary shares in issue during the period. Treasury shares held by the Trustee are excluded from the weighted average number of outstanding ordinary shares in issue for purposes of calculating basic losses per share.

 
  Nine Months Ended
September 30,
 
 
  2019   2018  

Weighted average number of outstanding ordinary shares in issue

  665,612,400   664,003,277  

Net loss attributable to the Company (US$'000)

  (76,462 ) (58,269 )

Losses per share attributable to the Company (US$ per share)

  (0.11 ) (0.09 )

(ii)   Diluted losses per share

        Diluted losses per share is calculated by dividing net loss attributable to the Company by the weighted average number of outstanding ordinary shares in issue and dilutive ordinary share equivalents outstanding during the period. Dilutive ordinary share equivalents include shares issuable upon the exercise or settlement of share option and LTIP awards issued by the Company using the treasury stock method.

        For the nine months ended September 30, 2019 and 2018, the share options and LTIP awards issued by the Company were not included in the calculation of diluted losses per share because of their anti-dilutive effect. Therefore, diluted losses per share was equal to basic losses per share for the nine months ended September 30, 2019 and 2018.

        Note: The losses per share attributable to the Company—basic and diluted presented were adjusted retroactively for the nine months ended September 30, 2018 to take into account the share split approved by ordinary resolution at the Extraordinary General Meeting of the Company held on May 29, 2019, pursuant to which each ordinary share was subdivided into 10 ordinary shares with effect from May 30, 2019.

20. Segment Reporting

        The Group determines its operating segments from both business and geographic perspectives as follows:

    (i)
    Innovation Platform (Drug R&D): focuses on discovering, developing and commercializing targeted therapeutics and immunotherapies for the treatment of cancer and immunological diseases; and

    (ii)
    Commercial Platform: comprises of the manufacture, marketing and distribution of prescription and over-the-counter pharmaceuticals in the PRC as well as consumer health products through Hong Kong. The Commercial Platform is further segregated into two core business areas:

    (a)
    Prescription Drugs: comprises the development, manufacture, distribution, marketing and sale of prescription pharmaceuticals; and

    (b)
    Consumer Health: comprises the development, manufacture, distribution, marketing and sale of over-the-counter pharmaceuticals and consumer health products.

F-26


        Innovation Platform and Prescription Drugs businesses under the Commercial Platform are primarily located in the PRC. The locations for Consumer Health business under the Commercial Platform are further segregated into the PRC and Hong Kong.

        The performance of the reportable segments is assessed based on operating (loss)/profit.

        For the nine months ended September 30, 2019, the Group began including the results of a prescription pharmaceutical developed from the Innovation Platform into the Prescription Drugs business under the Commercial Platform.

        The segment information is as follows:

 
  Nine Months Ended September 30, 2019  
 
  Innovation
Platform
  Commercial Platform    
   
 
 
  Drug
R&D
  Prescription
Drugs
  Consumer Health    
   
   
 
 
  PRC   PRC   PRC   Hong
Kong
  Subtotal   Unallocated   Total  
 
  (in US$'000)
 

Revenue from external customers

  10,841   114,919   9,276   16,510   140,705     151,546  

Interest income

  287   47   20   16   83   3,812   4,182  

Equity in earnings of equity investees, net of tax

  238   23,486   6,784     30,270     30,508  

Operating (loss)/profit

  (96,979 ) 31,344   6,876   1,080   39,300   (13,682 ) (71,361 )

Interest expense

            771   771  

Income tax expense

  169   666   (92 ) 154   728   1,662   2,559  

Net (loss)/income attributable to the Company

  (96,907 ) 29,801   6,211   439   36,451   (16,006 ) (76,462 )

Depreciation/amortization

  3,313   118   16   67   201   120   3,634  

Additions to non-current assets (other than financial instruments and deferred tax assets)

  6,563   2,624   14   3   2,641   156   9,360  
               
               
               

F-27



 
  As at September 30, 2019  
 
  Innovation
Platform
  Commercial Platform    
   
 
 
  Drug
R&D
  Prescription
Drugs
  Consumer Health    
   
   
 
 
  PRC   PRC   PRC   Hong
Kong
  Subtotal   Unallocated   Total  
 
  (in US$'000)
 

Total assets

  122,831   130,597   63,272   11,561   205,430   125,831   454,092  

Property, plant and equipment

  17,128   312   67   322   701   699   18,528  

Right-of-use assets

  2,922   2,191   24   407   2622   1,022   6,566  

Leasehold land

  1,108             1,108  

Goodwill

    2,681   407     3,088     3,088  

Other intangible asset

    288       288     288  

Investments in equity investees

  8,732   78,308   58,297     136,605     145,337  

 

 
  Nine Months Ended September 30, 2018  
 
  Innovation
Platform
  Commercial Platform    
   
 
 
  Drug
R&D
  Prescription
Drugs
  Consumer Health    
   
   
 
 
  PRC   PRC   PRC   Hong
Kong
  Subtotal   Unallocated   Total  
 
  (in US$'000)
 

Revenue from external customers

  32,889   99,007   9,236   19,869   128,112     161,001  

Interest income

  35   43   11   56   110   4,275   4,420  

Equity in earnings of equity investees, net of tax

  (18,719 ) 23,074   6,695     29,769     11,050  

Operating (loss)/profit

  (80,372 ) 27,255   7,134   1,814   36,203   (7,646 ) (51,815 )

Interest expense

        60   60   668   728  

Income tax expense

  40   848   104   283   1,235   1,720   2,995  

Net (loss)/income attributable to the Company

  (80,212 ) 24,774   6,367   717   31,858   (9,915 ) (58,269 )

Depreciation/amortization

  2,409   100   17   16   133   20   2,562  

Additions to non-current assets (other than financial instruments and deferred tax assets)

  3,860   13   7   438   458   746   5,064  
               
               
               

F-28



 
  As at December 31, 2018  
 
  Innovation
Platform
  Commercial Platform    
   
 
 
  Drug
R&D
  Prescription
Drugs
  Consumer Health    
   
   
 
 
  PRC   PRC   PRC   Hong
Kong
  Subtotal   Unallocated   Total  
 
  (in US$'000)
 

Total assets

  100,388   118,445   67,352   11,686   197,483   234,247   532,118  

Property, plant and equipment

  15,223   204   71   418   693   700   16,616  

Leasehold land

  1,174             1,174  

Goodwill

    2,779   407     3,186     3,186  

Other intangible asset

    347       347     347  

Investments in equity investees

  8,514   68,812   60,992     129,804     138,318  

        Revenue from external customers is after elimination of inter-segment sales. Sales between segments are carried out at mutually agreed terms.

        There was one customer which accounted for over 10% of the Group's revenue for the nine months ended September 30, 2019 and 2018 respectively.

        Unallocated expenses mainly represent corporate expenses which include corporate employee benefit expenses and the relevant share-based compensation expenses. Unallocated assets mainly comprise cash and cash equivalents and short-term investments.

        A reconciliation of operating loss to net loss is as follows:

 
  Nine Months Ended
September 30,
 
 
  2019   2018  
 
  (in US$'000)
 

Operating loss

  (71,361 ) (51,815 )

Interest expense

  (771 ) (728 )

Income tax expense

  (2,559 ) (2,995 )

Net loss

  (74,691 ) (55,538 )

F-29


21. Note to Condensed Consolidated Statements of Cash Flows

        Reconciliation of net loss for the period to net cash used in operating activities:

 
  Nine Months Ended
September 30,
 
 
  2019   2018  
 
  (in US$'000)
 

Net loss

  (74,691 ) (55,538 )

Adjustments to reconcile net loss to net cash used in operating activities

         

Depreciation and amortization

  3,634   2,562  

Share-based compensation expense—share options

  5,412   5,129  

Share-based compensation expense—LTIP

  2,008   2,152  

Equity in earnings of equity investees, net of tax

  (30,508 ) (11,050 )

Dividends received from equity investees

  18,173   23,526  

Changes in right-of-use assets

  (874 )  

Other adjustments

  2,173   1,726  

Changes in working capital

         

Accounts receivable—third parties

  (159 ) (195 )

Inventories

  (3,763 ) (1,493 )

Accounts payable

  (2,596 ) (3,454 )

Other payables, accruals and advance receipts

  19,128   14,576  

Lease liabilities

  693    

Other changes in working capital

  (2,156 ) 3,148  

Total changes in working capital

  11,147   12,582  

Net cash used in operating activities

  (63,526 ) (18,911 )

22. Litigation

        From time to time, the Group may become involved in litigation relating to claims arising from the ordinary course of business. The Group believes that there are currently no claims or actions pending against the Group, the ultimate disposition of which could have a material adverse effect on the Group's results of operations, financial position or cash flows. However, litigation is subject to inherent uncertainties and the Group's view of these matters may change in the future. When an unfavorable outcome occurs, there exists the possibility of a material adverse impact on the Group's financial position and results of operations for the periods in which the unfavorable outcome occurs, and potentially in future periods.

        On May 17, 2019, Luye Pharma Hong Kong Ltd. issued a notice to the Group purporting to terminate a distribution agreement that granted the Group exclusive commercial rights to Seroquel in the PRC for failure to meet a pre-specified target. The Group disagrees with this assertion and believes that they have no basis for termination, and therefore intends to enforce its rights under the current agreement. On July 29, 2019, the Group initiated arbitration in Hong Kong and the arbitration is still in progress. Accordingly, no adjustment has been made to Seroquel-related balances as at September 30, 2019, including accounts receivable, long-term prepayment, accounts payable and other payables of US$1.1 million, US$1.1 million, US$0.9 million and US$1.1 million respectively.

23. Subsequent Events

        The Group evaluated subsequent events through January 21, 2020, which is the date when the interim unaudited condensed consolidated financial statements were issued.

F-30


        In October 2019, the Group granted 1,735,000 share options with an exercise price of £2.98 per ordinary share.

        In October 2019, the Group granted awards under the LTIP up to a maximum cash amount of US$96,000 that do not stipulate performance targets. Shares under such LTIP awards are subject to the vesting schedule of 25% on each of the first, second, third and fourth anniversaries of the date of grant.

        In October 2019, the 3-year term loan facility of HK$210,000,000 (US$26,923,000) was drawn down and is due in May 2022.

        In December 2019, the Group granted 400,000 share options with an exercise price of £3.59 per ordinary share and granted awards under the LTIP up to a maximum cash amount of US$6.6 million subject to performance targets.

        In December 2019, the Group acquired the remaining 50% shareholding in NSPL for consideration of approximately US$8.1 million. Afterwards, the effective equity interest of the Group in NSPL changed to 99.75%.

F-31




QuickLinks

Hutchison China MediTech Limited Condensed Consolidated Balance Sheets (in US$'000, except share data)
Hutchison China MediTech Limited Condensed Consolidated Statements of Operations (Unaudited, in US$'000, except share and per share data)
Hutchison China MediTech Limited Condensed Consolidated Statements of Comprehensive Loss (Unaudited, in US$'000)
Hutchison China MediTech Limited Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited, in US$'000, except share data in '000)
Hutchison China MediTech Limited Condensed Consolidated Statements of Cash Flows (Unaudited, in US$'000)
Hutchison China MediTech Limited Notes to the Interim Unaudited Condensed Consolidated Financial Statements