** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

** **

**FORM 20-F/A**

 

**(Amendment No. 2)**

 
| **(Mark One)** | ** **                                                                                                                                                   |
|----------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|
| o              | **REGISTRATION STATEMENT PURSUANT TO   SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT   OF 1934**                                   |
| ** **     | **OR**                                                                                                                                                       |
| x              | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF   THE SECURITIES EXCHANGE ACT OF 1934   For the fiscal year ended December 31, 2018** |
| ** **     | **OR**                                                                                                                                                       |
| o              | **TRANSITION REPORT PURSUANT TO SECTION 13 OR   15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   For the transition period from to**            |
| ** **     | **OR**                                                                                                                                                       |
| o              | **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 001-37710**

 
| **HUTCHISON CHINA MEDITECH LIMITED**                                                     |
|------------------------------------------------------------------------------------------|
| **(Exact name of Registrant as specified in its charter)**                               |
| **N/A**                                                                                  |
| (Translation of Registrant’s name into English)                                     |
| **Cayman Islands**                                                                       |
| (Jurisdiction of incorporation or organization)                                          |
| **48th Floor, Cheung Kong Center**                                                  |
| **2 Queen’s Road Central**                                                          |
| **Hong Kong**                                                                            |
| **+852 2121 8200**                                                                       |
| (Address of principal executive offices)                                                 |
| **Christian Hogg**                                                                       |
| **Chief Executive Officer**                                                              |
| **Level 18, The Metropolis Tower**                                                  |
| **10 Metropolis Drive**                                                                  |
| **Hunghom, Kowloon**                                                                     |
| **Hong Kong**                                                                            |
| **Telephone: +852 2121 8200**                                                            |
| **Facsimile: +852 2121 8281**                                                            |
| (Name, telephone, email and/or facsimile number and address of   Company contact person) |

 

Securities registered pursuant to Section 12(b) of the Act:

 
| **Title of Each Class**                                                                                   | ** ** | **Trading Symbol(s)** | ** ** | **Name of the Exchange   on which Registered** |
|-----------------------------------------------------------------------------------------------------------|------------|-----------------------|------------|------------------------------------------------|
| American depositary shares, each representing one-half of one   ordinary share, par value $1.00 per share |       | HCM                   |       | 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:

 

**66,657,745 ordinary shares were issued and outstanding as of December 31, 2018.**

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

x Yes  o No

 

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.

 

o Yes  x No

 

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.

 

x Yes  o No

 

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).

 

x Yes  o No

 

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.

 
| Large accelerated filer x | Accelerated filer o | Non-accelerated filer o | Emerging growth company o |
|--------------------------------|--------------------------|------------------------------|--------------------------------|

 

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. o

 

†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 which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 
| U.S. GAAP x | International Financial Reporting Standards as issued   by the International Accounting Standards Board o | Other o |
|-----------------------|----------------------------------------------------------------------------------------------------------------|--------------|

 

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.

 

o Item 17 o 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). o

 

o Yes x No

 

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**Explanatory Note**

 

This Amendment No. 2 (this “**Amendment**”) to our annual report on Form 20-F for the fiscal year ended December 31, 2018 (the “**Form 20-F**”) is being filed solely to replace Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.10 and 4.11, which were incorporated by reference in “Item 19—Exhibits” of the Form 20-F, with the corresponding exhibits attached to this Amendment (collectively, the “**Revised Exhibits**”).  Portions of each of the Revised Exhibits have been omitted in reliance on the recent revisions to Item 601(b)(10) and (b)(2) of Regulation S-K, governing redaction of confidential information in material contracts (the “**Reg S-K Revisions**”).

 

The Revised Exhibits were originally filed as Exhibits 10.9, 10.10, 10.11, 10.12, 10.13, 10.14, 10.18 and 10.19, respectively, to the Company’s Registration Statement on Form F-1 filed on October 16, 2015, as amended, which omitted the same information pursuant to the confidential treatment request process of the Securities and Exchange Commission (the “**SEC**”) in effect prior to the Reg S-K Revisions.  Based on consultations with the staff of the SEC (the “**Staff**”), we were advised that we could furnish such exhibits pursuant to the Reg S-K Revisions on a current report on Form 6-K and concurrently amend our Form 20-F to incorporate these exhibits by reference to such Form 6-K, which we did on May 2, 2019.  Subsequently, the Staff provided us with updated guidance that the Staff had determined that Form 6-K could not be used for this purpose under the Reg S-K Revisions and that we should instead file the Revised Exhibits by way of this second Amendment to our Form 20-F.

 

Additionally, in connection with the filing of this Amendment, the Company is including certifications of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment. Except for the Revised Exhibits, this Amendment does not amend any other information set forth in the Form 20-F. This Amendment speaks as of the original filing date of the Form 20-F, does not reflect any events that may have occurred subsequent to such date, and does not modify or update in any way any disclosures made in the Form 20-F, except with respect to the Revised Exhibits.

 

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**PART III**

 

**ITEM 19. EXHIBITS**

 

The exhibits filed herewith or incorporated into this Amendment are listed in the indext of exhibits below:

 

**EXHIBIT INDEX**

 
| 1.1*    |   | Memorandum   and Articles of Association of Hutchison China MediTech Limited (incorporated   by reference to Exhibit 3.1 to our Registration Statement on Form F-1   (file no. 333-207447) filed with the SEC on October 16, 2015)                                                                                                                                                                                        |
|---------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1*    |   | Form of   Deposit Agreement and all holders and beneficial owners of ADSs issued thereunder   (incorporated by reference to Exhibit 4.1 to Amendment No. 4 to our   Registration Statement on Form F-1 (file no. 333-207447) filed with   the SEC on March 4, 2016)                                                                                                                                             |
| 2.2*    |   | Form of   American Depositary Receipt (incorporated by reference to Exhibit 4.1 to   Amendment No. 4 to our Registration Statement on Form F-1 (file   no. 333-207447) filed with the SEC on March 4, 2016)                                                                                                                                                                                                     |
| 2.3*    |   | Form of   Specimen Certificate for Ordinary Shares (incorporated by reference to   Exhibit 4.3 to Amendment No. 2 to our Registration Statement on   Form F-1 (file no. 333-207447) filed with the SEC on   February 11, 2016)                                                                                                                                                                                  |
| 4.1**+  |   | License and Collaboration Agreement by and between   Hutchison MediPharma Limited and AstraZeneca AB (publ) dated as of   December 21, 2011                                                                                                                                                                                                                                                                                              |
| 4.2**+  |   | Amended and Restated Exclusive License and   Collaboration Agreement by and among Hutchison MediPharma Limited, Eli Lilly   Trading (Shanghai) Company Limited and Hutchison China MediTech Limited dated   as of October 8, 2013                                                                                                                                                                                                        |
| 4.3**+  |   | Option Agreement by and between Hutchison China   MediTech Limited and Eli Lilly and Company dated as of October 8, 2013                                                                                                                                                                                                                                                                                                                 |
| 4.4**+  |   | Joint Venture Agreement by and among Hutchison   MediPharma (Hong Kong) Limited, Nestlé Health Science S.A., Nutrition   Science Partners Limited and Hutchison China MediTech Limited dated as of   November 27, 2012                                                                                                                                                                                                         |
| 4.5**+  |   | English translation of Sino-Foreign Joint Venture   Contract by and between Guangzhou Baiyunshan Pharmaceutical Holdings Company   Limited and Hutchison Chinese Medicine (Guangzhou) Investment Limited dated   as of November 28, 2004                                                                                                                                                                                                 |
| 4.6**+  |   | English translation of Sino-Foreign Joint Venture   Contract by and between Shanghai Traditional Chinese   Medicine Co., Ltd. and Hutchison Chinese Medicine (Shanghai)   Investment Limited dated as of January 6, 2001                                                                                                                                                                                                       |
| 4.7*    |   | English   translation of First Amendment to Sino-Foreign Joint Venture Contract by and   between Shanghai Traditional Chinese Medicine Co., Ltd. and   Hutchison Chinese Medicine (Shanghai) Investment Limited dated as of   July 12, 2001 (incorporated by reference to Exhibit 10.15 to our   Registration Statement on Form F-1 (file no. 333-207447) filed with   the SEC on October 16, 2015)        |
| 4.8*    |   | English   translation of Second Amendment to Sino-Foreign Joint Venture Contract by and   between Shanghai Traditional Chinese Medicine Co., Ltd. and Shanghai   Hutchison Chinese Medicine (HK) Investment Limited dated as of   November 5, 2007 (incorporated by reference to Exhibit 10.16 to our   Registration Statement on Form F-1 (file no. 333-207447) filed with   the SEC on October 16, 2015) |
| 4.9*    |   | English   translation of Third Amendment to Sino-Foreign Joint Venture Contract by and   between Shanghai Traditional Chinese Medicine Co., Ltd. and   Shanghai Hutchison Chinese Medicine (HK) Investment Limited dated as of   June 19, 2012 (incorporated by reference to Exhibit 10.17 to our   Registration Statement on Form F-1 (file no. 333-207447) filed with   the SEC on October 16, 2015)     |
| 4.10**+ |   | English translation of Fourth Amendment to   Sino-Foreign Joint Venture Contract by and between Shanghai Traditional   Chinese Medicine Co., Ltd. and Shanghai Hutchison Chinese Medicine   (HK) Investment Limited dated as of March 8, 2013                                                                                                                                                                                  |
| 4.11**+ |   | English translation of Sino-Foreign Joint Venture   Contract by and between Sinopharm Group Co. Ltd. and Hutchison   Chinese Medicine GSP (HK) Holdings Limited dated as of December 18, 2013                                                                                                                                                                                                                                  |
| 4.12*   |   | Form of   Executive Employment Agreement for Hutchison China MediTech (HK) Limited   executive officers (incorporated by reference to Exhibit 10.23 to our   Registration Statement on Form F-1 (file no. 333-207447) filed with   the SEC on October 16, 2015)                                                                                                                                                      |
| 4.13*   |   | English   translation of Form of Executive Employment Agreement for Hutchison   MediPharma Limited executive officers (incorporated by reference to   Exhibit 10.24 to our Registration Statement on Form F-1 (file   no. 333-207447) filed with the SEC on October 16, 2015)                                                                                                                                        |

 

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| 4.14*      |   | Form of   Indemnification Agreement for Directors and Officers (incorporated by   reference to Exhibit 10.25 to our Registration Statement on   Form F-1 (file no. 333-207447) filed with the SEC on   October 16, 2015)                                                                                                                                                                               |
|------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.15*#     |   | First   Amendment to License and Collaboration Agreement by and between Hutchison MediPharma   Limited and AstraZeneca (publ) dated as of August 1, 2016 (incorporated   by reference to Exhibit 4.19 to our annual report on Form 20-F   filed with the SEC on March 13, 2017)                                                                                                                             |
| 4.16*+     |   | First   Amendment to the Amended and Restated Exclusive License and Collaboration   Agreement by and among Lilly (Shanghai) Management Company Limited, Hutchison   MediPharma Limited and Hutchison China MediTech Limited dated as of   December 18, 2018 (incorporated by reference to Exhibit 4.16 to the   Amendment No. 1 to our annual report on Form 20-F filed with the   SEC on May 2, 2019) |
| 8.1*       |   | List   of Significant Subsidiaries of the Company (incorporated by reference to   Exhibit 21.1 to our Registration Statement on Form F-1 (file   no. 333-207447) filed with the SEC on October 16, 2015)                                                                                                                                                                                                    |
| 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† |   | Certification   of Chief Executive Officer Required by Rule 13a-14(b) and   Section 1350 of Chapter 63 of Title 18 of the United States Code                                                                                                                                                                                                                                                                |
| 13.2† |   | Certification   of Acting Chief Financial Officer Required by Rule 13a-14(b) and   Section 1350 of Chapter 63 of Title 18 of the United States Code                                                                                                                                                                                                                                                         |
| 15.1*      |   | Consent   of PricewaterhouseCoopers, an independent registered accounting firm,   regarding the consolidated financial statements of Hutchison China MediTech   Limited                                                                                                                                                                                                                                                         |
| 15.2*      |   | Consent   of PricewaterhouseCoopers, an independent registered accounting firm,   regarding the consolidated financial statements of Nutrition Science Partners   Limited                                                                                                                                                                                                                                                       |
| 15.3*      |   | Consent   of PricewaterhouseCoopers Zhong Tian LLP, independent accountants,   regarding the consolidated financial statements of Shanghai Hutchison   Pharmaceuticals Limited                                                                                                                                                                                                                                             |
| 15.4*      |   | Consent   of PricewaterhouseCoopers Zhong Tian LLP, independent accountants,   regarding the consolidated financial statements of Hutchison Whampoa   Guangzhou Baiyunshan Chinese Medicine Company Limited                                                                                                                                                                                                                |
| 15.5*      |   | Consent   of Conyers Dill & Pearman                                                                                                                                                                                                                                                                                                                                                                                    |
| 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                                                                                                                                                                                                                                                                                                                                                                         |

 

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*                 Previously filed.

 

**          Filed herewith.

 

†                 Furnished previously.

 

#                 Confidential treatment previously requested and granted as to portions of the exhibit. Confidential materials have been submitted separately to the Securities and Exchange Commission.

 

+                 Portions of this 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 on annual report on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 
| ** **              | **Hutchison   China MediTech Limited** |
|-------------------------|----------------------------------------|
| ** **              | ** **                             | ** ** |
| ** **              | ** **                             | ** ** |
|                    | By:                                    | /s/ Christian Hogg |
|                    |                                   | Name: | Christian Hogg |
|                    |                                   | Title: | Chief Executive Officer |
| Date: May 30, 2019 |                                   |   |   |

 

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