6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of March 2021

Commission File Number: 001-37710

HUTCHISON CHINA MEDITECH LIMITED

(Translation of registrant’s name into English)

48th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  ⌧             Form 40-F  ◻

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ◻

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ◻

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

HUTCHISON CHINA MEDITECH LIMITED

Form 6-K

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Announcement relating to 2020 annual report and notice of annual general meeting
Exhibit 99.2	Circular of 2021 annual general meeting
Exhibit 99.3	Form of proxy for holders of ordinary shares
Exhibit 99.4	Depositary’s notice of annual general meeting
Exhibit 99.5	Voting instruction form for holders of American depositary shares

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HUTCHISON CHINA MEDITECH LIMITED
By:	/s/ Johnny Cheng
Name:	Johnny Cheng
Title:	Chief Financial Officer

Date: March 26, 2021

3

EX-99.1

Exhibit 99.1

2020 Annual Report and Notice of Annual General Meeting

Hong Kong, Shanghai, & Florham Park, NJ: Friday, March 26, 2021: Hutchison China MediTech Limited (“HUTCHMED”) (Nasdaq/AIM: HCM) today announces that its 2020 Annual Report together with the Notice of Annual General Meeting and the Form of Proxy (“AGM Materials”) have been posted to Shareholders of HUTCHMED (“Shareholders”).  The documents can be accessed from the HUTCHMED website (www.hutch-med.com).

The 2021 Annual General Meeting (“AGM”) will be held at the Conference Room, 18th Floor, Hutchison Telecom Tower, 99 Cheung Fai Road, Tsing Yi, Hong Kong on Wednesday, April 28, 2021 at 6:00 pm Hong Kong Time (11:00 am London Time; 6:00 am Eastern Time).

To safeguard the health and safety of Shareholders, HUTCHMED encourages Shareholders to: (i) attend the AGM online and vote by means of electronic facilities; or (ii) exercise their right to vote at the AGM by appointing the Chairman of the AGM as their proxy instead of attending the AGM in person.  Shareholders will be able to view a live webcast of the AGM through the website of the Company at https://www.hutch-med.com/event/. Along with the AGM Materials, all registered Shareholders will also receive a letter containing log in details and information on how to access the webcast.

About HUTCHMED

HUTCHMED (Nasdaq/AIM: HCM) is an innovative, commercial-stage, biopharmaceutical company committed, over the past twenty years, to the discovery and global development of targeted therapies and immunotherapies for the treatment of cancer and immunological diseases.  It has advanced ten cancer drug candidates from discovery into clinical studies around the world and has an extensive commercial infrastructure in its home market of China.  For more information, please visit: www.hutch-med.com.

CONTACTS

Investor Enquiries
Mark Lee, Senior Vice President	+852 2121 8200
Annie Cheng, Vice President	+1 (973) 567 3786
Media Enquiries
Americas – Brad Miles, Solebury Trout	+1 (917) 570 7340 (Mobile) bmiles@troutgroup.com
Europe – Ben Atwell / Alex Shaw, FTI Consulting	+44 20 3727 1030 / +44 7771 913 902 (Mobile) / +44 7779 545 055 (Mobile) HUTCHMED@fticonsulting.com
Asia – Joseph Chi Lo / Zhou Yi, Brunswick	+852 9850 5033 (Mobile) / +852 9783 6894 (Mobile) HUTCHMED@brunswickgroup.com
Nominated Advisor
Freddy Crossley / Atholl Tweedie, Panmure Gordon (UK) Limited	+44 (20) 7886 2500

EX-99.2

Exhibit 99.2

(Incorporated in the Cayman Islands with limited liability)

(Nasdaq/AIM Code: HCM)

March 26, 2021

Dear Shareholder

The Annual General Meeting (“AGM”) of Hutchison China MediTech Limited (“Company”) will be held at the Conference Room, 18th Floor, Hutchison Telecom Tower, 99 Cheung Fai Road, Tsing Yi, Hong Kong on Wednesday, April 28, 2021 at 6:00 pm Hong Kong time (11:00 am London time) in accordance with the formal notice convening the AGM as set out on pages 7 to 11.

In view of the COVID-19 pandemic and for the health and safety of AGM attendees, the Company encourages shareholders of the Company (“Shareholders”) to: (i) attend the AGM online and vote by means of electronic facilities; or (ii) exercise their right to vote at the AGM by appointing the Chairman of the AGM as their proxy instead of attending the AGM in person.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action to take, please consult your stockbroker, bank manager, solicitor, accountant, or other independent professional.

The purpose of this letter is to provide you with information on the resolutions to be proposed for consideration and, if thought fit, approval of the Shareholders at the AGM.

PRECAUTIONARY MEASURES FOR PHYSICAL ATTENDANCE AT THE AGM

In view of the COVID-19 pandemic and to safeguard the health and safety of AGM attendees, the following precautionary measures will be implemented at the AGM for attendees physically present at the meeting venue:

(1)compulsory temperature screening/checks;

(2) submission of Health Declaration Form, and scanning of the “LeaveHomeSafe” venue QR code or registering contact details in written form;

(3)wearing of surgical face mask; and

(4)no provision of refreshments or drinks.

Attendees who do not comply with the precautionary measures referred to in (1) to (3) above may be denied entry to the AGM venue at the absolute discretion of the Company as permitted by law.

– 1 –

AGM RESOLUTIONS

Resolution 1: Audited Financial Statements

Shareholders are asked to consider and adopt the audited financial statements of the Company for the year ended December 31, 2020 (“Audited Financial Statements”).

Resolutions 2(A) to 2(J) (inclusive): Re-election of Directors

The Company’s articles of association (“Articles”) require one-third of the Directors to retire by rotation at each annual general meeting, and the retiring Directors are eligible to offer themselves for re-election. In the interests of good corporate governance and pursuant to the 2018 UK Corporate Governance Code, all Directors, being Mr Simon To, Mr Christian Hogg, Mr Johnny Cheng, Dr Weiguo Su, Dr Dan Eldar, Ms Edith Shih, Mr Paul Carter, Dr Karen Ferrante, Mr Graeme Jack and Professor Tony Mok have resolved that they would all retire at the AGM and, being eligible, would offer themselves for re-election by shareholders. The Nomination Committee has reviewed the independence of Mr Paul Carter, Dr Karen Ferrante, Mr Graeme Jack and Professor Tony Mok and has determined that each of them remains independent of management.

Biographies of all the Directors and information on their individual contributions are set out in the 2020 Annual Report.

The Nomination Committee has considered the structure, size, diversity profile and skill set matrix of the current Board and confirmed that each Director would continue to possess the character, experience, integrity and the levels of skills, care and diligence required as a Director of the Company in respect of decisions to be taken at both Board and, where applicable, Committee levels to ensure the long term sustainable success of the Company.

The Nomination Committee has also conducted an annual evaluation of the performance of the Board and its Committees. The Nomination Committee concluded that each Director continues to make effective and valuable contributions to the Board and demonstrate commitment to the role.

Resolution 3: Re-appointment of Auditor

The auditor, PricewaterhouseCoopers, has indicated its willingness to continue in office as the auditor of the Company (“Auditor”) until the next annual general meeting due to be held in 2022. Accordingly, Shareholders are asked to consider the re-appointment of the Auditor and to authorize the Board to fix the Auditor’s remuneration.

Resolution 4(A): General Authority to Allot Shares

The purpose of Resolution 4(A) is to grant the Board authority to issue and allot new ordinary shares of US$0.1 each in the capital of the Company (“Shares”).

In accordance with the guidelines issued by the Investment Association (“IA”) on directors’ authority to allot shares, the authority in Resolution 4(A)(c)(i) will allow the Board to allot new Shares or to grant rights to subscribe for or convert any security into Shares up to an aggregate nominal amount of US$24,270,741, which is equivalent to approximately one-third of the total issued ordinary share capital of the Company as at March 18, 2021 (being the latest practicable date prior to publication of this letter) (“Latest Practicable Date”). In addition, if the resolution is passed, the authority in Resolution 4(A)(c)(ii) will allow the Board to allot new Shares or to grant rights to subscribe for or convert any security into Shares up to a further aggregate nominal amount of US$24,270,741 in connection with a rights issue, which is equivalent to approximately one-third of the total issued ordinary share capital of the Company as at the Latest Practicable Date.

The Board considers it desirable to obtain the maximum flexibility as permitted by the IA guidelines to enable allotments to take place to finance business opportunities.

Unless revoked or varied, the authority would expire on the earliest of the end of the next annual general meeting due to be held in 2022, the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws, rules or regulations to be held, the revocation or variation of the authority by an appropriate resolution of the shareholders, and the close of business on July 27, 2022.

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Resolutions 4(B) and 4(C): Disapplication of Pre-emption Rights

If the Board wishes to allot new Shares and other equity securities for cash (other than in connection with an employee share scheme), article 12(4) of the Articles requires that these Shares are offered first to the Shareholders, in proportion to their existing holdings, unless the Company by special resolution directs otherwise.

The Board considers it desirable to have the maximum flexibility to enable allotments to take place to finance business opportunities without making a pre-emptive offer to existing Shareholders. This cannot be done under article 12(4) of the Articles unless the Shareholders have first waived their pre-emption rights.

The purpose of Resolution 4(B) is to renew a similar power given at the annual general meeting last year to empower the Directors (in addition to any powers granted under Resolution 4(C)) to allot new Shares, pursuant to the authorities given by Resolution 4(A), for cash (a) in connection with a pre-emptive offer; and (b) otherwise up to a nominal amount of US$3,640,611, equivalent to approximately five per cent of the total issued ordinary share capital of the Company as at the Latest Practicable Date, in each case without having to comply with the pre-emption rights under article 12(4) of the Articles.

The purpose of Resolution 4(C) is to empower the Directors (in addition to any powers granted under Resolution 4(B)) to allot new Shares, pursuant to the authorities given by Resolution 4(A), for cash up to a nominal amount of US$10,921,833, equivalent to approximately fifteen per cent of the total issued ordinary share capital of the Company as at the Latest Practicable Date, for the purposes of an equity raise (including, for the avoidance of doubt, any overallotment in connection therewith) without having to comply with the pre-emption rights under article 12(4) of the Articles.

The Company recognizes that Resolution 4(C) exceeds the pre-emption disapplication limits recommended by the guidelines of the Pre-Emption Group. These guidelines are not sector specific and are most naturally applicable to revenue-generating commercial companies without distinguishing between companies at different development stage, whose businesses are of different sectors, or with different funding needs. The Board considers that the level of pre-emption disapplication requested through Resolution 4(C) (being approximately fifteen per cent of the total issued share capital of the Company as at the Latest Practicable Date) would provide the Company, as an innovative biopharmaceutical company, with the flexibility it requires to implement fundraisings in a fast-moving environment to finance business opportunities without the delay involved in making a pre-emptive offer to existing shareholders. The Board considers it is important that in the event of an equity financing, it has sufficient share capital authorities already in place to permit it to raise funds as efficiently as possible, on the best terms available and in a timely fashion.

These authorities will expire as with the general authority in Resolution 4(A) (being the earliest of the end of the next annual general meeting due to be held in 2022, the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law, rules or regulations to be held, the revocation or variation of the authority by an appropriate resolution of the shareholders, and the close of business on July 27, 2022).

Resolution 4(D): Authority to Purchase and Repurchase Shares

Shareholders are asked to consider granting the Board with authority as set out in the resolution to purchase or repurchase the securities of the Company that are or may be listed on AIM and the NASDAQ Global Select Market, including any form of depositary interests representing the right to receive such Shares issued by the Company. The aggregate nominal amount of the Shares to be purchased or repurchased shall not exceed five per cent of the issued share capital of the Company as at the date of the passing of Resolution 4(D).

The maximum price which may be paid for a Share which may be purchased or repurchased by the Company pursuant to this authority will be the higher of: (1) 105 per cent of the average of the middle market quotations for a Share as derived from the Daily Official List of the London Stock Exchange plc for the five business days immediately preceding the day on which the purchase or repurchase is made; and (2) the price of the last independent trade of a Share and the highest current independent bid for a Share on the trading venue where the purchase or repurchase is carried out. Unless revoked or varied, the authority would expire on the earliest of the end of the next annual general meeting due to be held in 2022, the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws, rules or regulations to be held, the revocation or variation of the authority by an appropriate resolution of the shareholders, and the close of business on July 27, 2022.

– 3 –

Resolution 5: Proposed Change of Company Name

(a) Proposed Change of Company Name

Under Article 172 of the Company’s Articles, the Company may change its name by special resolution. The Board proposestochangetheEnglishnameoftheCompanyto“HUTCHMED(China)Limited”from“HutchisonChinaMediTechLimited”,andtheChinesenameoftheCompanyto “和黃醫藥(中國)有限公司” from “和黃中國醫藥科技有限公司” (“Change of Company Name”).

(b) Reasons for the Change of Company Name

As disclosed in the 2020 final results announcement, the Company announced that it was in the process of consolidatingthetwocorporateidentitiesthatithasusedsinceitsinception.HutchisonChinaMediTech,orChi-Med,hasbeenusedastheCompany’sgroupidentity,whileHutchisonMediPharmahasbeentheidentityoftheCompany’snoveldrugR&Doperationsunder which the Company’s oncology products are developed and are now marketed. The Directors believe now is theright time to consolidate to a single and ubiquitous corporate identity that captures the history and brand equity that theCompanyhasbuiltoverthepasttwentyyears.Therefore,theDirectorshavechosentonametheCompanyHUTCHMED,andwill graduallychange to this name at all levels in the Company during 2021.

(c) Conditions of the Change of Company Name

TheChange of Company Name will be conditional upon:

(i) thepassing of a special resolution by the Shareholders at the AGM to approve the Change of CompanyName; and

(ii) theapproval of the proposed new name of the Company by the Registrarof Companies in the Cayman Islands.

Uponsatisfactionoftheaboveconditions,theChangeofCompanyNamewillbecomeeffectiveonthedateonwhich the Registrar of Companies in the Cayman Islands enters the new English name and the Chinese name in the register ofcompanies in place of the existing name, as evidenced by a certificate of incorporation on change of name issued by theRegistrar of Companies in the Cayman Islands. Upon the Change of Company Name becoming effective, the Company willcomplywith the necessary filing procedures in Hong Kong, the UK and the USA.

(d) Effect of the Change of Company Name

The Change of Company Name will not affect any of the rights of the existing Shareholders. All share certificates of theCompany in issue bearing the existing name of the Company will, after the Change of Company Name, continue to beevidenceoftitleandvalidforallpurposes(includingforthepurposesoftrading,settlement,registrationanddelivery).TherewillnotbeanyarrangementfortheexchangeofthesharecertificatesoftheCompanyunderitsexistingnamefornewsharecertificates under the new name of the Company. Share certificates issued by the Company after the Change of CompanyNamehas become effective will be in the new name of the Company.

DOCUMENTS FOR INSPECTION

Copiesofthefollowingdocumentswillbeavailableforinspectionatthe47thFloor,CheungKongCenter,2Queen’sRoadCentral,HongKong during normal business hours for a 14-day period immediately preceding the AGM and at the AGM:

●thememorandum of association and articles of association of the Company;

●theAudited Financial Statements for the year ended December 31, 2020; and

●theregister of Directors’ interests in the Shares and the service agreements between the Company and the Directors.

– 4 –

ACTION TO BE TAKEN

Enclosed with this letter is a form of proxy relating to the resolutions to be proposed at the AGM (“Proxy Form”). WhetherShareholders are able to attend the AGM in person or not, they are encouraged to complete, sign and return the proxy form inaccordancewiththeinstructionsprintedthereontoComputershareInvestorServices(Jersey)Limitedc/oComputershareInvestorServices PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom no less than 48 hours (excluding weekends andpublicholidays)beforethetimeappointedforholdingtheAGM.Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM or at any adjournment or postponement thereof should they subsequently so wish, and, in such event, the proxy shall be deemed to be revoked.

ATTENDING THE AGM BY MEANS OF ELECTRONIC FACILITIES

TheAGMwillbeahybridmeeting.InadditiontothetraditionalphysicalattendanceattheAGM,Shareholdershavetheoptionofattending,participatingandvotingintheAGMthroughonlineaccessbyvisitingwebsite–https://web.lumiagm.com(the“Online Platform”). Shareholders participating in the AGM using the Online Platform will also be counted towards the quorum and theywill be able to cast their vote and submit questions through the Online Platform. The Online Platform will be open for registeredShareholdersandnon-registeredShareholders(seebelowforlogindetailsandarrangements)tologinapproximately30minutespriortothecommencementoftheAGMandcanbeaccessedfromanylocationwithconnectiontotheinternetviaasmartphone,tablet device or computer.

HoldersofDepositaryInterestswhowishtoviewandvoteattheonlinemeetingshouldcontacttheirnomineerequestingaLetterofRepresentation to be sent to Computershare. Once received, login details for the meeting will be provided tothe holder.

LOGIN DETAILS FOR REGISTERED SHAREHOLDERS

Details regarding the AGM arrangements including login details to access the Online Platform are included in the Company’snotification letter to registered Shareholders (the “Shareholder Notification”). Login details for non-registered ShareholderswhowishtoattendandparticipateintheAGMusingtheOnlinePlatformshouldliaisewiththeirbanks,brokers,custodiansor nominees through which their shares are held (together, the “Intermediary”) and provide their e-mail address to theirIntermediaryforfurtherprocessing.DetailsregardingtheAGMarrangementsincludinglogindetailstoaccesstheOnlinePlatformwillbe sent by the Share Registrar of the Company to the e-mail addresses provided by the non-registered Shareholders.

QUESTIONS AT AND PRIOR TO THE AGM

Shareholders attending the AGM using the Online Platform will be able to submit questions relevant to the proposed resolutionsonlineduringtheAGM.ShareholderscanalsosendtheirquestionsbyemailfromWednesday,April21,2021(9:00amHongKongtime) to Monday, April 26, 2021 (5:00 pm Hong Kong time) to AGM2021@hutch-med.com (for registered Shareholders, pleasestate the 10-digit shareholder reference number starting with “C” (SRN) as printed on the top right corner of the ShareholderNotification).WhilsttheCompanywillendeavortorespondtoasmanyquestionsaspossibleattheAGM,duetotimeconstraints,unanswered questions may be responded to after the AGM as appropriate.

– 5 –

HEALTH AND SAFETY MEASURES TO BE TAKEN AT THE AGM

Tosafeguard the health and safety of the AGM attendees, the following measures will also be implemented at the AGM:

(1) compulsory temperature screening/checks will be required of every attendee at the main entrance of the AGM venue. Anyperson with a body temperature above the reference range quoted by the Department of Health from time to time, or isexhibitingrespiratory infection symptoms, may be denied entry into the AGMvenue and be requested to leave the venue;

(2) everyattendeewillberequiredto(a)submitacompletedHealthDeclarationFormand(b)scanthe“LeaveHomeSafe”venueQRcode or register his/her name, contact number and the date and time of visit,prior to entry into the AGM venue;

(3) everyattendeewillberequiredtowearasurgicalfacemaskatalltimes(includingqueuingforregistrationoutsidetheAGMvenue and throughout the AGM) and to sit at a distance from other attendees. Please note that no masks will be providedat theAGM venue and attendees should wear their own masks; and

(4)norefreshments or drinks will be provided to AGM attendees.

Attendees are in addition requested to observe and practise good personal hygiene at all times. To the extent permitted by law,the Company reserves the right to deny entry into the AGM venue or require any person to leave the venue so as to ensure thehealth and safetyof the AGM attendees.

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the AGM arrangements at short notice. Shareholders should check the website of the Company at www.hutch-med.com for future announcements and updates on the AGM arrangements.

RECOMMENDATION

The Board unanimously believes that the proposals described in this letter are in the best interests of the Company and theShareholders as a whole. They therefore recommend that the Shareholders vote in favor of all the resolutions to be proposed at the AGM.

Yours faithfully

Forand on behalf of

Hutchison China MediTech Limited

Simon To

Chairman

– 6 –

(Incorporated in the Cayman Islands with limited liability)

(Nasdaq/AIM Code: HCM)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that theAnnualGeneralMeetingofShareholdersoftheCompanywillbeheldattheConferenceRoom,18th Floor, Hutchison Telecom Tower, 99 Cheung Fai Road, Tsing Yi, Hong Kong on Wednesday, April 28, 2021 at 6:00 pm Hong Kong time (11:00 am London time) for the following purposes:

1. Toconsiderandadopttheauditedfinancialstatementsandthereportsofthedirectorsandindependentauditorfortheyear ended December 31, 2020.

2. (A)Tore-elect Mr Simon To as a director of the Company.

(B) Tore-elect Mr Christian Hogg as a director of the Company.

(C) Tore-elect Mr Johnny Cheng as a director of the Company.

(D) To re-elect Dr Weiguo Su as a director of the Company.

(E) Tore-elect Dr Dan Eldar as a director of the Company.

(F) Tore-elect Ms Edith Shih as a director of the Company.

(G) Tore-elect Mr Paul Carter as a director of the Company.

(H) Tore-elect Dr Karen Ferrante as a director of the Company.

(I) Tore-elect Mr Graeme Jack as a director of the Company.

(J) To re-elect Professor Tony Mok as a director of the Company.

3. Tore-appointPricewaterhouseCoopersastheauditoroftheCompanyandauthorizetheboardofdirectorstofixthe auditor’sremuneration.

4. (A) Toconsider and, if thought fit, pass with or without modification the following resolution as anOrdinary Resolution:

– 7 –

ORDINARY RESOLUTION

“THAT:

(a) subject to paragraphs (b) and (c) of this resolution and in accordance with the articles of association of theCompany (“Articles”), the exercise by the board of directors of the Company (“Board”) during the RelevantPeriod(asdefinedbelow)ofallthepowersoftheCompanytoallot,issueandotherwisedealwithnewshares of the Company (“Shares”) and to allot, issue or grant securities convertible into Shares, or options,warrants or similar rights to subscribe for any Shares or such convertible securities, and to make or grant offers,agreements, options and warrants which would or might require the exercise of such powers be generally andunconditionally approved;

(b) the approval in paragraph (a) of this resolution shall not extend beyond the Relevant Period but shall authorizetheBoardduringtheRelevantPeriodtomakeorgrantoffers,agreements,optionsandwarrantswhichwouldormightrequiretheexerciseofsuchpowersaftertheendoftheRelevantPeriodasifthepowersgrantedpursuantto thisresolution had not expired; and

(c) theaggregatenominalamountofsharecapitalallottedoragreedconditionallyorunconditionallytobeallotted(whether pursuant to an option or otherwise) by the Board pursuant to the approval in paragraph (a) of thisresolution shall be:

(i)upto an aggregate nominal amount of US$24,270,741; and

(ii) in connection with an offer of Equity Shares by way of a Rights Issue (as defined below) to the holders ofShares in the capital of the Company in proportion (as nearly as practicable) to the respective number ofShares held by them, subject to exclusions or other arrangements as the Board may deem necessary orexpedient in relation to fractional entitlements or any legal or practical problems under the laws of anyterritoryortherequirementsofanyregulatorybodyorstockexchange,uptoafurtheraggregatenominalamount of US$24,270,741.”

(B) Toconsider and, if thought fit, pass the following resolution as a Special Resolution:

SPECIAL RESOLUTION

“THAT pursuant to article 12(4) of the Articles and in substitution for all existing authorities under that article:

TheBoardbeandisgenerallyempowered,inadditiontoanyauthoritiesgrantedunderResolution4(C),toallotEquityShares (within the meaning of article 12(4) of the Articles) during the Relevant Period (provided that the Board mayduringtheRelevantPeriodmakeorgrantoffers,agreements,optionsandwarrantswhichwouldormightrequiretheexercise of such powers after the end of the Relevant Period as if the powers granted pursuant to this resolution hadnot expired) for cash pursuant to all authorities conferred by Resolution 4(A) as if article 12(4) did not apply to anysuch allotment, providedthat this power shall be limited to:

(a) theallotmentofEquitySharesinconnectionwithanoffer(whetherbywayofaRightsIssue(asdefinedbelow),open offer or otherwise) to the holders of Shares in the capital of the Company in proportion (as nearly aspracticable)totherespectivenumberofSharesheldbythem,subjecttoexclusionsorotherarrangementsastheBoardmaydeemnecessaryorexpedientinrelationtofractionalentitlementsoranylegalorpracticalproblemsunderthe laws of any territory or the requirements of any regulatory body or stock exchange; and

(b) the allotment of Equity Shares for cash (otherwise than pursuant to paragraph (a) of this resolution) up to anaggregate nominal amountof US$3,640,611.”

– 8 –

(C) Toconsider and, if thought fit, pass the following resolution as a Special Resolution:

SPECIAL RESOLUTION

“THAT pursuant to article 12(4) of the Articles and in substitution for all existing authorities under that article:

TheBoardbeandisgenerallyempowered,inadditiontoanyauthoritiesgrantedunderResolution4(B),toallotEquityShares (within the meaning of article 12(4) of the Articles) during the Relevant Period (provided that the Board mayduringtheRelevantPeriodmakeorgrantoffers,agreements,optionsandwarrantswhichwouldormightrequiretheexercise of such powers after the end of the Relevant Period as if the powers granted pursuant to this resolution had not expired) for cash pursuant to all authorities conferred by Resolution 4(A) as if article 12(4) did not apply to anysuchallotment,providedthatthispowershallbelimitedtotheallotmentofEquitySharesforcashuptoanaggregatenominalamount of US$10,921,833 in connection with an Equity Raise (as defined below).”

(D) Toconsider and, if thought fit, pass with or without modification the following resolution as anOrdinary Resolution:

ORDINARY RESOLUTION

“THAT the exercise by the Board of all the powers of the Company to purchase or repurchase on AIM, a marketregulated by the London Stock Exchange, and the NASDAQ Global Select Market on which the securities of theCompany are traded and recognized for this purpose, Shares (including any form of depositary interests or AmericandepositarysharesrepresentingtherighttoreceivesuchSharesissuedbytheCompany)andtheexercisebytheBoardof all powers of the Company to repurchase such securities, subject to and in accordance with all applicable laws andrequirements, during the Relevant Period, be and are hereby generally and unconditionally approved (save that theCompanymayenterintoacontracttopurchaseSharesbeforetheapprovalinthisresolutionexpiresunderwhichsuchpurchasewillormaybecompletedorexecutedwhollyorpartlyaftertheapprovalinthisresolutionexpiresandmaymakeapurchaseofSharespursuanttoanysuchcontractasiftheapprovalinthisresolutionhadnotexpired),providedthat:

(a) theaggregatenominalamountoftheShareswhichmaybepurchasedorrepurchasedbytheCompanypursuantto the approval in this resolution shall not exceed five per cent of the aggregate nominal amount of the sharecapital of the Company in issue at the date of passing this resolution, and the said approval shall be limitedaccordingly;

(b) theminimumprice(excludingexpenses)whichmaybepaidforaSharewhichmaybepurchasedorrepurchasedby theCompany pursuant to the approval in this resolution is US$0.1; and

(c) themaximumprice(excludingexpenses)whichmaybepaidforaSharewhichmaybepurchasedorrepurchasedbythe Company pursuant to the approval in this resolution is the higher of:

(i) an amount equal to 105 per cent of the average of the middle market quotations for a Share as derivedfrom the Daily Official List of the London Stock Exchange plc for the five business days immediatelyprecedingthe day on which the purchase or repurchase is made; and

(ii) anamountequaltothehigherofthepriceofthelastindependenttradeofaShareandthehighestcurrent independentbid for a Share on the trading venue where the purchase or repurchase iscarried out.”

5. Toconsider and, if thought fit, pass the following resolution as a Special Resolution:

– 9 –

SPECIAL RESOLUTION

“THAT subjecttoandconditionalupontheapprovaloftheRegistrarofCompaniesintheCaymanIslands,theEnglishnameoftheCompanybechangedto“HUTCHMED(China)Limited”from“HutchisonChinaMediTechLimited”andthedualforeignnameinChineseoftheCompanybechangedto “和黃醫藥（中國）有限公司” from “和黃中國醫藥科技有限公司” witheffectfromthedateoftheissuanceofthecertificateofincorporationonchangeofnamebytheRegistrarof Companies in the Cayman Islands (collectively, the “Change of Company Name”); and that any one or more of thedirectors of the Company, acting collectively and individually, be and are hereby authorized to take all such steps, do allsuch acts, matters and things and to sign, execute (under hand, as a deed or under seal (where required)) and deliver allsuchdocumentswhichhe/shemayinhis/herabsolutediscretion,considernecessary,appropriate,desirableorexpedientinconnection with or to implement or give effect to the Change of Company Name and to attend any necessary registrationand/orfiling for and on behalf of the Company.”

For the purposes of Resolutions 4(A), 4(B), 4(C) and 4(D),

“Equity Raise”meanstheissuanceofnewSharesinconnectionwithoneormorepotentialofferingsofShares,oranysecuritiesor financial instruments representing such Shares, on any internationally recognized stock exchange;

“Relevant Period” means the period from the passing of the resolution until whichever is the earliest of:

(i) theconclusion of the next annual generalmeeting of the Company;

(ii) theexpirationoftheperiodwithinwhichthenextannualgeneralmeetingoftheCompanyisrequiredbytheArticlesor any applicable law, rules orregulations to be held;

(iii) therevocationorvariationoftheauthoritygivenundertheresolutionbyanordinaryresolutionoraspecialresolutioninthe case of Resolutions 4(B) and 4(C) of the shareholders of the Company in a general meeting; and

(iv) the close of business on July 27, 2022; and

“Rights Issue” means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by theBoard to holders of Shares on the register of members of the Company on a fixed record date in proportion to their thenholdingsofsuchShares(subjecttosuchexclusionsorotherarrangementsastheBoardmaydeemnecessaryorexpedientinrelationtofractionalentitlementsorhavingregardtoanyrestrictionsorobligationsunderthelawsof,ortherequirementsofany recognized regulatory body or any stock exchange in, any territory applicable to the Company).

The register of members of the Company will be closed from April 27, 2021 to April 28, 2021,both days inclusive.

ByOrder of the Board

Edith Shih

Director and Company Secretary

March 26, 2021

Registered Office:

P.O. Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

– 10 –

Notes:

1. In order to be entitled to attend and vote at the meeting, all transfers accompanied by the relevant share certificates must be lodged for registration with the share registrar of the Company, Computershare Investor Services (Jersey) Limited, 13 Castle Street, St Helier, Jersey, JE1 1ES, Channel Islands no later than 6:00 pm on Monday, April 26, 2021.

2. Subject to notes 3 and 9 below, only members are entitled to attend and vote at the meeting.

3. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies (provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member) to attend, speak and vote instead of that member. A proxy need not be a member of the Company. Failure to specify the number of shares each proxy appointment relates to or specifying a number which when taken together with the numbers of shares set out in the other proxy appointments is in excess of the number of shares held by the shareholder may result in the proxy appointment being invalid. The appointment of a proxy will not preclude a shareholder from attending and voting in person at the meeting.

4. A form of proxy is enclosed. When appointing more than one proxy, complete a separate proxy form in relation to each appointment. Additional proxy forms may be obtained by contacting Computershare Investor Services (Jersey) Limited c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom or the proxy form may be photocopied. State clearly on each proxy form the number of shares in relation to which the proxy is appointed.

5. To be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be lodged with Computershare Investor Services (Jersey) Limited c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom no less than 48 hours before the time appointed for holding the meeting.

6. At the meeting, the chairman of the meeting will exercise his power under article 69 of the Articles of the Company to put each of the resolutions to the vote by way of a poll.

7. In the case of holders of depositary interests representing ordinary shares in the Company, a form of instruction must be completed in order to appoint Computershare Company Nominees Limited, the custodian of the Company (the “Custodian”), to vote on the holder’s behalf at the meeting or, if the meeting is adjourned, at the adjourned meeting. To be effective, a completed and signed form of instruction (and any power of attorney or other authority under which it is signed) must be delivered to the offices of the Custodian, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom, by no less than 72 hours (excluding weekends and public holidays) before the time fixed for the meeting or any adjourned meeting.

8. In the case of holders of American depositary shares representing ordinary shares in the Company, a form of instruction must be completed in order to instruct Deutsche Bank Trust Company Americas, the depositary bank of the Company, to vote on the holder’s behalf at the meeting or, if the meeting is adjourned, at the adjourned meeting or by proxy. To be effective, a completed and signed voting instruction form must be delivered to the offices of the respective proxy service vendors, by no later than 10:00 am on Monday, April 19, 2021 (New York city time).

9. A member which is a corporation may authorize one or more persons to act as its representative(s) at the meeting. Each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member, provided that (where there is more than one representative and the vote is otherwise than on a show of hands) they do not do so in relation to the same shares.

– 11 –

EX-99.3

Exhibit 99.3

(Incorporated in the Cayman Islands with limited liability)

(Nasdaq/AIM Code: HCM)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING

I/We(note 1) ___________________________of ___________________________________________being the registered holder(s) of (note 2) ______________________sharesofUS$0.10eachinthesharecapitalofHUTCHISONCHINAMEDITECHLIMITED(the“Company”),herebyappoint(note 3)__________________________ of ______________________________orfailinghimtheChairmanofthemeeting,asmy/ourproxytoactforme/usattheannualgeneralmeeting(oratanyadjournmentthereof)oftheCompanytobeheldattheConferenceRoom,18thFloor,HutchisonTelecomTower,99CheungFaiRoad,TsingYi,HongKongonWednesday,April28,2021at6:00pmHongKongtime(11:00amLondontime)(the“Meeting”)andtovoteforme/usasdirectedbelowor,ifnosuchindicationisgiven,asmy/ourproxythinksfit.

RESOLUTIONS				FOR (note 4)	AGAINST (note 4)	VOTE WITHHELD (note 4)
1.	ToconsiderandadopttheauditedfinancialstatementsandthereportsofthedirectorsandindependentauditorfortheyearendedDecember31,2020.
2(A)	Tore-electMrSimonToasadirector.
2(B)	Tore-electMrChristianHoggasadirector.
2(C)	Tore-electMrJohnny Chengasadirector.
2(D)	Tore-electDrWeiguoSuasadirector.
2(E)	Tore-electDrDanEldarasadirector.
2(F)	Tore-electMsEdithShihasadirector.
2(G)	Tore-electMrPaulCarterasadirector.
2(H)	Tore-electDrKarenFerranteasadirector.
2(I)	Tore-electMrGraemeJackasadirector.
2(J)	Tore-electProfessorTonyMokasadirector.
3.	Tore-appoint PricewaterhouseCoopersastheauditoroftheCompany andauthorisetheboardofdirectorstofixtheauditor’sremuneration.
4.	Ordinary Resolution No. 4(A)	:	Tograntageneralmandatetothedirectorsof theCompanytoissueadditionalshares.
	SpecialResolutionNo.4(B)	:	Todisapplypre-emptionrights(generalpower).
	SpecialResolutionNo.4(C)	:	Todisapplypre-emption rights (in connectionwithanequityraise).
	OrdinaryResolutionNo.4(D)	:	Tograntageneral mandate tothedirectorsoftheCompanytorepurchasesharesoftheCompany.
5.	SpecialResolution:TochangetheEnglishnameoftheCompanyto“HUTCHMED(China) Limited” andtheChinesenameoftheCompanyto “和黃醫藥（中國）有限公司”.

Dated________________________2021 Signature(note5)_______________________

Notes:

1. Full name(s) and address(es) to be inserted in BLOCKCAPITALS.

2. Please insert the number of shares of US$0.10 each registered in your name(s). Ifnonumberisinserted,thisformofproxywillbedeemedtorelatetoallthesharesoftheCompanyregisteredinyourname(s).

3. Please insert the full name and address of the proxy desired. IFNONAMEISINSERTED,THECHAIRMANOFTHEMEETINGWILLACTASYOURPROXY.

4. IMPORTANT:IFYOUWISHTOVOTEFORTHERESOLUTION,PLEASETICKINTHERELEVANTBOXMARKED“FOR”.IFYOUWISHTOVOTEAGAINSTTHERESOLUTION,PLEASETICKINTHERELEVANTBOXMARKED“AGAINST”.IFYOUWISHTOABSTAINONTHERESOLUTION,PLEASETICKINTHERELEVANTBOXMARKED“VOTEWITHHELD”.The “VOTE WITHHELD” option is provided to enable you to abstain on any particular resolution. However, it should be noted that a “VOTE WITHHELD” is not a vote in law and will not be counted in the calculation of the proportion of the votes “FOR” and “AGAINST” a resolution. Failure to tick the relevant box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than that referred to in the notice convening the Meeting. If you wish to vote part of your shares for, against and/or abstain on the resolution in the event that a poll is called, please insert the number of shares in the relevant box.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

6. Where there are joint holders of any share in the capital of the Company, any one of such joint holders may vote, either in person or by proxy, at the Meeting, but if more than one of such joint holders be present at the Meeting, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose the senior holder shall be the first name that stands in the register of members of the Company in respect of the joint holding.

7. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be lodged with Computershare Investor Services (Jersey) Limited c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom no less than 48 hours before the time appointed for holding the Meeting or any adjourned meeting thereof (as the case may be).

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and deposit of the form of proxy will not preclude you from attending and voting in person at the Meeting or at any adjourned meeting thereof (as the case may be) should you so wish, and in such event, the form of proxy shall be deemed to be revoked.

10. Any alteration made to this form of proxy must be initialled by the person who signs it.

11. At the Meeting, the chairman of the Meeting will exercise his power under article 69 of the articles of association of the Company to put each of the above resolutions to the vote by way of a poll. On a poll, every member who is present in person or by proxy or (being a corporation) is present by a duly authorised representative shall have one vote for every fully paid share of which he is the holder.

EX-99.4

Exhibit 99.4

March 26, 2021

Hutchison China MediTech Limited

Please be advised of the following Depositary's Notice of Annual General Meeting of Shareholders:

Depositary Receipt Information

CUSIP:	44842L103	(DTC Eligible)	ADS ISIN:	US44842L1035
Country of Incorporation:	Cayman Islands
Meeting Details:	Annual General Meeting on April 28, 2021 at 6:00 p.m. Hong Kong time (11:00 a.m. London time) at the Conference Room, 18th Floor, Hutchison Telecom Tower, 99 Cheung Fai Road, Tsing Yi, Hong Kong
ADS Record Date:	March 18, 2021
Voting Deadline:	April 19, 2021 at 10:00 AM EST
Meeting Date:	April 28, 2021
Meeting Agenda:	The Company's Notice of Meeting, including the Agenda, is available at the Company’s website: www.hutch-med.com
Ratio (ORD: ADS):	5 : 1

Deutsche Bank Trust Company Americas, as depositary (the "Depositary") for the American depositary share ("ADS") program of Hutchison China MediTech Limited (the "Company") has received notice from the Company of its Annual General Meeting currently scheduled on the date set forth above. The Company has informed the Depositary that copies of its Annual Report and Notice of Annual General Meeting are available on the Company's website at www.hutch-med.com.

In accordance with the provisions of deposit agreement by and among the Company, the Depositary and the holders of ADSs from time to time dated March 16, 2016 (the "Deposit Agreement"), registered holders of ADSs at the close of business (NY time) on the ADS Record Date set forth above ("Holders") will be entitled, subject to any applicable provision of law and the Memorandum and Articles of Association of the Company and the provisions of or governing the ordinary shares of the Company (the "Shares"), to instruct the Depositary as to the exercise of the voting rights pertaining to the whole number of shares represented by such Holder's ADS. A voting instruction form is enclosed for that purpose.

Upon the timely receipt from a Holder of a properly completed voting instruction form on or before the voting deadline set forth above, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Memorandum and Articles of Association of the Company and the provisions of or governing the Shares, to vote or cause the custodian under the Deposit Agreement to vote the Shares (in person or by proxy) represented by ADSs in accordance with such voting instructions.

As the Company has not advised the Depositary that it is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company as described below would otherwise vote or that the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, Holders are advised that in the event that (i) the Depositary timely receives a voting instruction form which fails to specify the manner in which the Depositary is to vote the Shares represented by the ADSs held by such Holder or (ii) no timely instructions are received by the Depositary from a Holder, unless the Company shall advise as aforesaid the Depositary will be required to deem such Holder to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the Shares represented by such Holder's ADSs and the Depositary will give a discretionary proxy to such designated person. Subject to applicable law, regulation, and the Memorandum and Articles of Association of the Company, even if the Company should advise the Depositary as described above, the Depositary shall, if so requested in writing by the Company, represent all Shares (whether or not voting instructions have been received in respect of such Shares from Holders) for the purpose of establishing a quorum at a meeting of shareholders.

In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the Memorandum and Articles of Association, the Depositary will refrain from voting and the voting instructions (or the deemed voting instructions, as set out above) received by the Depositary from Holders shall lapse.

Please note that persons beneficially holding ADSs through a bank, broker or other nominee that wish to provide voting instructions with respect to the securities represented by such ADSs must follow the voting instruction requirements of, and adhere to the deadlines set by, such bank, broker or other nominee. Such requirements and deadlines will differ from those set forth herein for registered holders of ADSs.

Holders and persons and/or entities having a beneficial interest in any ADS (“Beneficial Owners”) are advised that (a) the Depositary has not reviewed the Company's website or any of the items thereon, and is not liable for the contents thereof, (b) neither the Depositary nor any of its affiliates controls, is responsible for, endorses, adopts, or guarantees the accuracy or completeness of any information contained  in any document prepared by the Company or on the Company's website and neither the Depositary nor any of its affiliates are or shall be liable or responsible for any information contained therein or thereon, (c) there can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive this notice with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner, and (d) the Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast or the effect of anyvote.

For further information, please contact:

Depositary Receipts

Phone: (800) 821-8780

db@astfinancial.com

3

EX-99.5

Exhibit 99.5