SecProbe.io

Mail Stop 4546
October 28 , 2015

Via E -mail
Christian Hogg
Chief Executive Officer
Hutchison China MediTech Limited
Room 2108, 21/F, Hutchison House
10 Harcourt Road
Hong Kong

Re: Hutchison China MediTech Limited
Registration Statement on Form F -1
Filed  October 16, 2015
  File No. 333-207447

Dear Mr. Hogg :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing
the requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in yo ur
response.

After reviewing any amendment to your registration statement and the information
you provide in response to these  comments, we may have  additional comments.

Exhibit 5.1

1. We note that you have filed a form of legal opinion.  Please confirm that you will file
an actual legal opinion prior to a request for acceleration.  In addition, it is not
permissible for the legal opinion to include assumptions that assume away the
relev ant issues or ascertainable facts, such as “that the resolutions contained in the
Resolutions were passed at one or more duly convened, constituted and quorate
meetings, or by unanimous written resolutions, remain in full force and effect and
have not been  rescinded or amended[.]”  For guidance, please see the Division’s Staff
Legal Bulletin No. 19 (October 14, 2011) at Section II.B.3.a.

Christian Hogg
Hutchison China MediTech Limited
October 28 , 2015
Page 2

 Exhibits 8.1 and 8.2

2. Similarly, we note that you have filed form of tax opinions.  Confirm that you will
file actual ta x opinions prior to effectiveness.

3. Counsel must opine on all material tax consequences of the offering, not merely the
accuracy of the description in the prospectus.  In contrast, we note the statement in
the opinion filed as Exhibit 8.1 that “such discus sion [in the prospectus] constitutes,
in all material respects, a fair and accurate summary of the United States federal
income tax consequences…” and that the discussion “represents” counsel’s opinion.
Similarly, we note the statement in the opinion file d as Exhibit 8.2 that the discussion
in the prospectus is “accurate in all material respects[.]”  Please obtain and file
revised opinions stating in each case that the respective disclosure identified in the
prospectus is the opinion of the named counsel.  For guidance, please see Staff Legal
Bulletin No. 19 at Sections III.B.2 and III.C.2.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securit ies Act
of 193 3 and all applicable Securities  Act rules require.   Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective
date of the pending regist ration statement, please provide  a written statement from the
company acknowledging that:

 should the Commission or the staff, acting pursuant  to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will
consider a written request for acceleration of the effective date of the registration statement
as confirmation of the fact that those requesting acceleration are aware of their respective
responsibilities under the Securities Act of  1933 and the Securities Exchange Act of 1934 as
they relate to the proposed public offering of the securities specified in the above registration

Christian Hogg
Hutchison China MediTech Limited
October 28 , 2015
Page 3

 statement.  Please allow adequate time  for us to review any amendment prior to the requested
effective date o f the registration statement.

You may contact  Christine Torney, Staff Accoun tant, at (202) 551 -3652 or James
Rosenberg, Senior Assistant Chief Accountant, at (202) 551 -3679 if you have questions
regarding comments on the financial statements and rel ated matters.  Please contact
Alexandra M. Ledbetter, Staff Attorney, at (202) 551 -3317 or me at (202) 551 -3675  with any
other questions.

Sincerely,

        /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Paul Boltz
Ropes & Gray

Mary Kathryn Papaioannou
Ropes & Gray

Jimmy Gao
Ropes & Gray