SEC Company Response from HUTCHMED (China) Ltd (HCM, HMDCF) (CIK 0001648257) (HCM) — Nov 6, 2015
HUTCHMED (China) Ltd (HCM, HMDCF) (CIK 0001648257)
Date: Nov. 6, 2015 · CIK: 0001648257 · Accession: 0001104659-15-076550
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-207447
Referenced dates: October 28, 2015
Letter
ROPES & GRAY
ROPES & GRAY
41st FLOOR, ONE EXCHANGE SQUARE
香港中環康樂廣場八號
8 CONNAUGHT PLACE
交易廣場第一座四十一樓
CENTRAL, HONG KONG
電話 : +852 3664 6488
TEL:+852 3664 6488
傳真 : +852 3664 6588
FAX:+852 3664 6588
WWW.ROPESGRAY.COM
WWW.ROPESGRAY.COM
Solicitors and International Lawyers
Paul W. Boltz, Jr.
T + 852 3664 6519
F + 852 3664 6583
November 6, 2015
paul.boltz@ropesgray.com
VIA EDGAR AND OVERNIGHT DELIVERY
United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Suzanne Hayes / Alexandra M. Ledbetter
Christine Torney / James Rosenberg
Re: Hutchison China MediTech Limited Registration Statement on Form F-1 Filed on October 16, 2015 File No. 333-207447 SEC Comment Letter dated October 28, 2015
Ladies and Gentlemen:
On behalf of Hutchison China MediTech Limited (the “Company”), set forth below are the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) received by letter, dated October 28, 2015, relating to the Company’s Registration Statement on Form F-1 filed with the SEC on October 16, 2015 (the “Registration Statement”).
The text of each of the Staff’s comments is set forth in italics below, followed in each case by the Company’s response in regular type.
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 relevant 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and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended[.]”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.
Partners: Daniel M. Anderson, Paul W. Boltz, Jr., Geoffrey Chan, Andrew J. Dale, James S. DeGraw, Scott A. Jalowayski,
Jae Woo Lee, James T. Lidbury, Victoria S.T. Lloyd, Michael P. Nicklin, Brian A. Schwarzwalder, Eduard Sheremeta
Senior Foreign Legal Consultants: Cori A. Lable (Massachusetts), Kim B. Nemirow (New York), Patrick S. Sinclair (New York)
Response to Comment 1:
The Company acknowledges the Staff’s comment and confirms that it will file a signed legal opinion prior to a request for acceleration of effectiveness. In addition, the Company will update Exhibit 5.1 as attached to the first amendment to the Registration Statement hereafter filed with the SEC to address the Staff’s comment regarding the inclusion of certain assumptions.
Exhibits 8.1 and 8.2
2. Similarly, we note that you have filed form of tax opinions. Confirm that you will file actual tax opinions prior to effectiveness.
Response to Comment 2:
The Company acknowledges the Staff’s comment and confirms that the Company plans to file signed tax opinions prior to a request for acceleration of 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 discussion [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 filed 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.
Response to Comment 3:
In response to the Staff’s comment, the Company will update the tax opinions attached as Exhibits 8.1 and 8.2 to the first amendment to the Registration Statement hereafter filed with the SEC.
We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or comments about this letter or need any further information, please call me at 011-852-3664-6519 or email me at paul.boltz@ropesgray.com.
Very truly yours,
/s/ Paul W. Boltz, Jr.
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CORRESP 1 filename1.htm ROPES & GRAY ROPES & GRAY 41st FLOOR, ONE EXCHANGE SQUARE 香港中環康樂廣場八號 8 CONNAUGHT PLACE 交易廣場第一座四十一樓 CENTRAL, HONG KONG 電話 : +852 3664 6488 TEL:+852 3664 6488 傳真 : +852 3664 6588 FAX:+852 3664 6588 WWW.ROPESGRAY.COM WWW.ROPESGRAY.COM Solicitors and International Lawyers Paul W. Boltz, Jr. T + 852 3664 6519 F + 852 3664 6583 November 6, 2015 paul.boltz@ropesgray.com VIA EDGAR AND OVERNIGHT DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Suzanne Hayes / Alexandra M. Ledbetter Christine Torney / James Rosenberg Re: Hutchison China MediTech Limited Registration Statement on Form F-1 Filed on October 16, 2015 File No. 333-207447 SEC Comment Letter dated October 28, 2015 Ladies and Gentlemen: On behalf of Hutchison China MediTech Limited (the “Company”), set forth below are the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) received by letter, dated October 28, 2015, relating to the Company’s Registration Statement on Form F-1 filed with the SEC on October 16, 2015 (the “Registration Statement”). The text of each of the Staff’s comments is set forth in italics below, followed in each case by the Company’s response in regular type. 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 relevant 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. Partners: Daniel M. Anderson, Paul W. Boltz, Jr., Geoffrey Chan, Andrew J. Dale, James S. DeGraw, Scott A. Jalowayski, Jae Woo Lee, James T. Lidbury, Victoria S.T. Lloyd, Michael P. Nicklin, Brian A. Schwarzwalder, Eduard Sheremeta Senior Foreign Legal Consultants: Cori A. Lable (Massachusetts), Kim B. Nemirow (New York), Patrick S. Sinclair (New York) Response to Comment 1: The Company acknowledges the Staff’s comment and confirms that it will file a signed legal opinion prior to a request for acceleration of effectiveness. In addition, the Company will update Exhibit 5.1 as attached to the first amendment to the Registration Statement hereafter filed with the SEC to address the Staff’s comment regarding the inclusion of certain assumptions. Exhibits 8.1 and 8.2 2. Similarly, we note that you have filed form of tax opinions. Confirm that you will file actual tax opinions prior to effectiveness. Response to Comment 2: The Company acknowledges the Staff’s comment and confirms that the Company plans to file signed tax opinions prior to a request for acceleration of 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 discussion [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 filed 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. Response to Comment 3: In response to the Staff’s comment, the Company will update the tax opinions attached as Exhibits 8.1 and 8.2 to the first amendment to the Registration Statement hereafter filed with the SEC. We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or comments about this letter or need any further information, please call me at 011-852-3664-6519 or email me at paul.boltz@ropesgray.com. Very truly yours, /s/ Paul W. Boltz, Jr. Paul W. Boltz, Jr. cc: Christian Hogg (Hutchison China MediTech Limited) Edith Shih (Hutchison China MediTech Limited) Charlie Nixon (Hutchison China MediTech Limited) Mary Kathryn Papaioannou (Ropes & Gray) Jimmy Gao (Ropes & Gray) Matthew Bersani (Sherman & Sterling LLP) Hae-Ran Song (Sherman & Sterling LLP) 2