SEC Comment Letter 0000000000-23-008703 to HUTCHMED (China) Ltd (HCM)
HUTCHMED (China) Ltd
Date: Aug. 10, 2023 · CIK: 0001648257 · Accession: 0000000000-23-008703
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-37710
Letter
United States securities and exchange commission logo August 10, 2023 Johnny Cheng Chief Financial Officer HUTCHMED (China) Ltd Cheung Kong Center, 48th Floor 2 Queen's Road Central Hong Kong Re:HUTCHMED (China) Ltd Form 20-F for the Year Ended December 31, 2022 Filed February 28, 2023 File No. 001-37710 Dear Johnny Cheng: We have reviewed your filing 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 these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 20-F for the Year Ended December 31, 2022 Item 161. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 220 1.We note your statement that you reviewed your register of members and public filings made by your shareholders in connection with your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications such as affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3).
FirstName LastNameJohnny Cheng Comapany NameHUTCHMED (China) Ltd August 10, 2023 Page 2 FirstName LastName Johnny Cheng HUTCHMED (China) Ltd August 10, 2023 Page 2 2.In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits as the basis for your disclosure. 3.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language that such disclosure is “to our best knowledge.” Please supplementally confirm without qualification, if true, that your articles and the articles of your consolidated foreign operating entities do not contain wording from any charter of the Chinese Communist Party. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Lynn Dicker at 202-551-3616 or Frank Wyman at 202-551-3660, if you have any questions on the financial statements and related matters and Jennifer Thompson at 202-551-3737 or Chris Dunham at 202-551-3783, if you have any questions about comments related to your status as a Commission-Identified Issuer during your most recently completed fiscal year. Sincerely, Division of Corporation Finance Office of Life Sciences
Show Raw Text
United States securities and exchange commission logo
August 10, 2023
Johnny Cheng
Chief Financial Officer
HUTCHMED (China) Ltd
Cheung Kong Center, 48th Floor
2 Queen's Road Central
Hong Kong
Re:HUTCHMED (China) Ltd
Form 20-F for the Year Ended December 31, 2022
Filed February 28, 2023
File No. 001-37710
Dear Johnny Cheng:
We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Year Ended December 31, 2022
Item 161. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 220
1.We note your statement that you reviewed your register of members and public filings
made by your shareholders in connection with your required submission under paragraph
(a). Please supplementally describe any additional materials that were reviewed and tell
us whether you relied upon any legal opinions or third party certifications such as
affidavits as the basis for your submission. In your response, please provide a similarly
detailed discussion of the materials reviewed and legal opinions or third party
certifications relied upon in connection with the required disclosures under paragraphs
(b)(2) and (3).
FirstName LastNameJohnny Cheng
Comapany NameHUTCHMED (China) Ltd
August 10, 2023 Page 2
FirstName LastName
Johnny Cheng
HUTCHMED (China) Ltd
August 10, 2023
Page 2
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
3.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our best knowledge.” Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Lynn Dicker at 202-551-3616 or Frank Wyman at 202-551-3660, if you
have any questions on the financial statements and related matters and Jennifer Thompson at
202-551-3737 or Chris Dunham at 202-551-3783, if you have any questions about
comments related to your status as a Commission-Identified Issuer during your most recently
completed fiscal year.
Sincerely,
Division of Corporation Finance
Office of Life Sciences