UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended |
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
Commission file number
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
+852 2121 8200
(Address of principal executive offices)
Chief Executive Officer
Telephone: +
Facsimile: +
(Name, telephone, email and/or facsimile number and address of Company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
| ||||
Ordinary shares, par value $0.10 per share* | Nasdaq Global Select Market* |
*Not for trading, but only in connection with the listing of American depositary shares on the Nasdaq Global Select Market.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Yes ☒
Note—checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,”“accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ☐ | Non-accelerated filer ◻ | Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
⌧ Yes ◻ No
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
International Financial Reporting Standards as issued | Other ◻ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
◻ Item 17 ◻ Item 18
If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ◻
☐ Yes
EXPLANATORY NOTE
On April 27, 2020, the shareholders of Hutchison China MediTech Limited (the “Company”) approved by special resolution the amended and restated memorandum and articles of association of the Company (the “New Memorandum and Articles”) in substitution of the existing memorandum and articles of association of the Company. To make it easier for shareholders to participate in future general meetings, the New Memorandum and Articles permit the Company to convene “hybrid” general meetings where shareholders have the option to attend and participate either in person (in a main location or in specified satellite locations) or virtually by electronic means. The New Memorandum and Articles also incorporate minor updates to reflect legislative changes and clerical amendments.
This Amendment No. 1 (“Amendment No. 1”) to the Company’s annual report on Form 20-F for the year ended December 31, 2019, originally filed with the Securities and Exchange Commission on March 3, 2020 (the “2019 Form 20-F”), is being filed solely to add and file a complete copy of the New Memorandum and Articles as Exhibit 1.2, a description of the Company’s ordinary shares as Exhibit 2.4, a description of the Company’s American depositary shares as Exhibit 2.5, amend the exhibit index accordingly and update the certifications of the executive officers as of the date of this Amendment No. 1 in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended.
This Amendment No. 1 speaks as of the filing date of the 2019 Form 20-F. Other than as set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate any other information or disclosure included in the 2019 Form 20-F or reflect any events that have occurred since the filing date of the 2019 Form 20-F.
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ITEM 19. EXHIBITS
EXHIBIT INDEX
1.1 |
| |
1.2* | Amended and Restated Memorandum and Articles of Association of Hutchison China MediTech Limited | |
2.1 | ||
2.2 | ||
2.3 | ||
2.4* | ||
2.5* | ||
4.1# | ||
4.2# | ||
4.3# | ||
4.4# | ||
4.5# | ||
4.6 | ||
4.7 | ||
4.8 | ||
4.9# | ||
4.10 |
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4.11 | ||
4.12 | ||
4.13 | ||
4.14+ | ||
4.15# | ||
8.1** | ||
12.1* | Certification of Chief Executive Officer Required by Rule 13a-14(a) | |
12.2* | Certification of Chief Financial Officer Required by Rule 13a-14(a) | |
13.1** | ||
13.2** | ||
15.1** | ||
15.2** | ||
15.3** | ||
15.4** | ||
15.5** | ||
101.INS** | XBRL Instance Document | |
101.SCH** | XBRL Taxonomy Extension Schema Document | |
101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.LAB** | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document | |
101.DEF** | XBRL Taxonomy Extension Definitions Linkbase Document | |
104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
** Previously filed.
+ Confidential treatment previously requested and granted as to portions of the exhibit. Confidential materials have been submitted separately to the SEC.
# Portions of the exhibit have been omitted because they are both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing this Amendment No. 1 to the annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 on its behalf.
Hutchison China MediTech Limited | |||
By: | /s/ CHRISTIAN HOGG | ||
Name: | Christian Hogg | ||
Title: | Chief Executive Officer | ||
Date: April 29, 2020 |
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