Filing Details

SCHEDULE 13D
Under the Securities Exchange Act of 1934

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d‑1(e), 1(f) or 1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d‑1(a) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

**This CUSIP number applies to Hutchison China MediTech Limited’s American Depositary Shares, each representing five ordinary shares.

This Schedule 13D (the “Statement”) relates to the ordinary shares, par value US$0.10 per share (the “ordinary shares”) of Hutchison China MediTech Limited, an exempted company incorporated in the Cayman Islands (the “Company”), whose principal executive offices are located at 48th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong.

The Company’s American depositary shares (the “ADSs”), each representing five ordinary shares, are listed on the Nasdaq Global Market under the symbol “HCM.” The Reporting Persons (as defined below) own only ordinary shares and do not own any ADSs.

Item 2. Identity and Background.

(a)-(c), (f) This Statement is being filed by a “group,” as defined in Rule 13d‑5 of the General Rules and Regulations promulgated under the Exchange Act. The members of the group are:

(i) General Atlantic Singapore HCM Pte Ltd. (“GAS HCM”);

(ii) General Atlantic Singapore Fund Pte. Ltd. (“GASF”);

(iii) General Atlantic Singapore Interholdco Ltd. (“GAS Interholdco”);

(iv) General Atlantic Partners (Bermuda) IV, L.P. (“GAP Bermuda IV”);

(v) General Atlantic Partners (Bermuda) EU, L.P. (“GAP Bermuda EU”);

(vi) General Atlantic Partners (Lux) SCSp, L.P. (“GAP Lux”);

(vii) General Atlantic GenPar (Lux) SCSp, L.P. (“GenPar Lux”);

(viii) General Atlantic (Lux) S.à r.l. (“GA Lux Sarl”);

(ix) General Atlantic GenPar (Bermuda), L.P. (“GenPar Bermuda”);

(x) GAP (Bermuda) Limited (“GAP (Bermuda) Limited”);

(xi) General Atlantic LLC (“GA LLC”);

(xii) GAP Coinvestments III, LLC (“GAPCO III”);

(xiii) GAP Coinvestments IV, LLC (“GAPCO IV”);

(xiv) GAP Coinvestments V, LLC (“GAPCO V”); and

(xv) GAP Coinvestments CDA, L.P. (“GAPCO CDA”).

Each of the foregoing is referred to as a Reporting Person and collectively as the “Reporting Persons.” GAP Bermuda IV, GAP Bermuda EU, GAP Lux, GAPCO III, GAPCO IV, GAPCO V and GAPCO CDA are collectively referred to as the “GA Funds.”

The principal address of each of the Reporting Persons (other than GAS HCM, GASF, GAP Lux, GenPar Lux and GA Lux Sarl) is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055. The principal address of GAS HCM and GASF is 8 Marina View, #41-04, Asia Square Tower 1, Singapore 018960.  The principal address of GAP Lux, GenPar Lux and GA Lux Sarl is 412F, route d’Esch, L-2086 Luxembourg, Grand Duchy of Luxembourg.

Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.

GAS HCM is wholly owned by GASF. The majority shareholder of GASF is GAS Interholdco. The members of GAS Interholdco that share beneficial ownership of the ordinary shares held of record by GAS HCM are the GA Funds. The general partner of each of GAP Bermuda IV and GAP Bermuda EU is GenPar Bermuda, and the general partner of GenPar Bermuda is GAP (Bermuda) Limited. The general partner of GAP Lux is GenPar Lux, and the general partner of GenPar Lux is GA Lux Sarl. GenPar Bermuda is the sole shareholder of GA Lux Sarl and the sole limited partner of GenPar Lux.  GA LLC is the managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA. There are eight members of the management committee of GA LLC (the “GA Management Committee”) as of the date hereof. The members of the GA Management Committee are also the members of the management committee of GAP (Bermuda) Limited. Each of the members of the GA Management Committee disclaims ownership of the ordinary shares except to the extent he or she has a pecuniary interest therein. The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and is hereby incorporated by reference. The present principal occupation or employment of each of the members of the GA Management Committee is as a managing director of GA LLC. The present principal occupation or employment of each of the directors of GAS HCM, GASF and GAS Interholdco is set forth on Schedule A.

 (d)-(e) None of the Reporting Persons and none of the individuals listed on Schedule A have, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

On June 25, 2020, GAS HCM entered into a Securities Subscription Agreement with the Company (the “Subscription Agreement”; a copy of which is attached hereto as Exhibit 2) to (i) purchase an aggregate of 20,000,000 newly issued ordinary shares from the Company, at price of US$5.00 per share, for an aggregate purchase price of US$100,000,000 in a private placement and (ii) acquire warrants to acquire an additional 16,666,670 ordinary shares, at an exercise price of US$6.00 per share (the “Warrants”). GAS HCM completed the acquisition of the securities in two closings on July 2, 2020 and July 3, 2020.

GAS HCM obtained the funds to purchase the ordinary shares from contributions from the GA Funds.

Item 4. Purpose of Transaction.

The Reporting Persons acquired the ordinary shares reported herein for investment purposes. Consistent with such purposes, the Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Company, management of the Company, one or more members of the board of directors of the Company, and may make suggestions concerning the Company’s operations, prospects, business and financial strategies, strategic transactions, assets and liabilities, business and financing alternatives, the composition of the board of directors of the Company and such other matters as the Reporting Persons may deem relevant to their investment in the ordinary shares or the ADSs. The Reporting Persons expect that they will, from time to time, review their investment position in the ordinary shares or the Company and may, depending on the Company’s performance and other market conditions, increase or decrease their investment position in the ordinary shares or the ADSs. The Reporting Persons may, from time to time, make additional purchases of ordinary shares or ADSs either in the open market or in privately-negotiated transactions, depending upon the Reporting Persons’ evaluation of the Company’s business, prospects and financial condition, the market for the ordinary shares or the ADSs, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Persons may also decide to hold or dispose of all or part of their investments in the ordinary shares or the ADSs and/or enter into derivative transactions with institutional counterparties with respect to the Company’s securities, including the ordinary shares or the ADSs.

By virtue of the fact that (i) GASF owns all of GAS HCM’s voting shares, (ii) GAS Interholdco owns a majority of GASF’s voting shares, (iii) the GA Funds contributed the capital to GAS Interholdco to fund GAS HCM’s purchases of the ordinary shares and acquisition of the Warrants and may direct GAS Interholdco with respect to its shares of GASF, (iv) GAP (Bermuda) Limited is the general partner of GenPar Bermuda and GenPar Bermuda is the general partner of GAP Bermuda IV and GAP Bermuda EU, (v) GAP Lux has appointed Carne Global Fund Management (Luxembourg) S.A. (the “AIFM”) as the alternative investment fund manager of GAP Lux pursuant to an alternative investment fund management agreement to undertake all functions required of an external alternative investment fund manager under the Luxembourg law of 12 July 2013 on alternative investment fund managers, as amended from time to time and GAP Lux has also entered into a delegated portfolio management and distribution agreement with the AIFM and General Atlantic Service Company, L.P. (“GASC”) in order to appoint GASC to act as the portfolio manager of GAP Lux, (vi) GA LLC is the managing member of GAPCO III, GAPCO IV and GAPCO V and is the general partner of GAPCO CDA, and (vii) the members of the GA Management Committee control the investment decisions of GAP (Bermuda) Limited, GA LLC and, with respect to GAP Lux, GASC, the Reporting Persons may be deemed to have the power to vote and direct the disposition of the ordinary shares owned of record by GAS HCM. As a result, as of the date hereof, each of the Reporting Persons may be deemed to beneficially own an aggregate of 36,666,670 ordinary shares, or approximately 5.04 % of the aggregate 727,241,435 ordinary shares as described above.